10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

þ	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2012
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	74-1488375
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
1929 Allen Parkway Houston, Texas (Address of principal executive offices)	77019 (Zip code)

Registrant’s telephone number, including area code:

713-522-5141

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock ($1 par value)	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes þ     No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes o     No þ

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).  Yes þ     No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  þ

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 in the Securities Exchange Act of 1934 Rule 12b-2).  Yes o     No þ

The aggregate market value of the common stock held by non-affiliates of the registrant (assuming that the registrant’s only affiliates are its officers and directors) was $2,568,501,246 based upon a closing market price of $12.37 on June 29, 2012 of a share of common stock as reported on the New York Stock Exchange.

The number of shares outstanding of the registrant’s common stock as of February 11, 2013 was 211,115,601 (net of treasury shares).

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s Proxy Statement in connection with its 2013 Annual Meeting of Stockholders (Part III).

SERVICE CORPORATION INTERNATIONAL

INDEX

			Page
PART I
	Item 1.	Business	4
	Item 1A.	Risk Factors	9
	Item 1B.	Unresolved Staff Comments	14
	Item 2.	Properties	14
	Item 3.	Legal Proceedings	14
	Item 4.	Mine Safety Disclosures	17
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	17
	Item 6.	Selected Financial Data	19
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	40
	Item 8.	Financial Statements and Supplementary Data	42
	Item 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	96
	Item 9A.	Controls and Procedures	96
	Item 9B.	Other Information	97
PART III
	Item 10.	Directors, Executive Officers, and Corporate Governance	98
	Item 11.	Executive Compensation	98
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	98
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	98
	Item 14.	Principal Accountant Fees and Services	98
PART IV
	Item 15.	Exhibits and Financial Statement Schedules	98
Signatures			100
Exhibit Index			101

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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 inhibit the subsidence of the earth and house the casket after 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.

Cemetery Property — Developed lots, lawn crypts, and mausoleum spaces and undeveloped land we intend to develop.

Cemetery Merchandise and Services — Stone and bronze memorials, markers, merchandise installations, and burial openings and closings.

Cremation — The reduction of human remains to bone fragments by intense heat.

Funeral Merchandise and Services — Professional services relating to funerals and cremations and funeral-related merchandise, including caskets, casket memorialization products, burial vaults, cremation receptacles, cremation memorial products, and flowers.

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, in mausoleums, or in cremation niches.

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 a death occurring.

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

Item 1. Business.

General

We are North America’s largest provider of deathcare products and services, with a network of funeral homes and cemeteries unequaled in geographic scale and reach. At December 31, 2012, we operated 1,437 funeral service locations and 374 cemeteries (including 213 funeral service/cemetery combination locations) in North America, which are geographically diversified across 43 states, eight Canadian provinces, and the District of Columbia. 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 merchandise and services at the time of need and on a preneed basis.

History

We were incorporated in Texas in July of 1962. Our original business plan was based on efficiencies of scale, specifically reducing overhead costs by sharing resources such as embalming, accounting, transportation, and personnel among funeral homes in a business “cluster.” After proving the plan’s effectiveness in Houston in the early 1960s, SCI set out to apply this operating strategy through the acquisition of deathcare businesses in other markets. It was the beginning of a three-decade period of expansion that would create a North American network of nearly 1,400 funeral homes and cemeteries by the end of 1992. Beginning in 1993, we expanded beyond North America, acquiring major deathcare companies in Australia, the United Kingdom, and France, plus smaller holdings in other European countries and South America. By the end of 1999, our global network numbered more than 4,500 funeral service locations, cemeteries, and crematories in more than 20 countries.

During the mid to late 1990s, acquisitions of deathcare facilities became extremely competitive, resulting in increased prices for acquisitions and substantially reduced returns on invested capital. In 1999, we significantly reduced our level of acquisition activity and over the next several years implemented various initiatives to pay down debt, increase cash flow, reduce overhead costs, and increase efficiency. We divested our international businesses and many North American funeral homes and cemeteries that were either underperforming or did not fit our long-term strategy. At the same time, we began to capitalize on the strength of our network by introducing to North America the first transcontinental brand of deathcare services and products — Dignity Memorial^® (See www.dignitymemorial.com).

In late 2006, having arrived at a position of significant financial strength and improved operating efficiency, we acquired the then second largest company in the North American deathcare industry, Alderwoods Group. By combining the two leading companies in the deathcare industry, we were able to realize more than $90 million in annual pretax cost synergies, savings, and revenue enhancement opportunities. In early 2010, we acquired the then fifth largest company in the North American deathcare industry, Keystone North America. In June of 2011, we acquired 70% of the outstanding shares of The Neptune Society, Inc. (Neptune), which is the nation's largest direct cremation organization.

Funeral and Cemetery Operations

Worldwide, we have 1,449 funeral service locations and 374 cemeteries (including 213 funeral service/cemetery combination locations) covering 43 states, eight Canadian provinces, the District of Columbia, and Germany. See Note 16 in Part II, Item 8. Financial Statements and Supplementary Data, for financial information about our business segments and geographic areas.

Our funeral service and cemetery operations consist of funeral service locations, cemeteries, funeral service/cemetery combination locations, crematoria, and related businesses. We 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 memorialization products, burial vaults, cremation receptacles, cremation memorial products, flowers, and other ancillary products and services, is sold at funeral service locations. Our cemeteries provide cemetery property interment rights, including developed lots, lawn crypts, and mausoleum spaces 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 delivered and performed in the future. We define these sales as preneed sales. As a result of such preneed sales, our backlog of unfulfilled preneed funeral and preneed cemetery contracts was $7.4 billion and $6.9 billion at December 31, 2012 and 2011, respectively.

Funeral service/cemetery combination locations are those businesses in which a funeral service location is physically located within or adjoining a cemetery that we own. Combination locations allow certain facility, personnel, and equipment costs to be

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shared between the funeral service location and cemetery. Such combination facilities typically can be more cost competitive and have higher gross margins than if the funeral and cemetery operations were operated separately. Combination locations also create synergies between funeral and cemetery preneed sales force personnel and give families added convenience to purchase both funeral and cemetery products and services at a single location. We have the largest number of combination locations in North America. Fifty seven percent of our cemeteries are part of a combination location. With the acquisition of Alderwoods, we acquired Rose Hills, which is the largest combination operation in the United States, performing over 4,500 funeral services and 8,000 cemetery interments per year.

In 2012 our operations in the United States and Canada were organized into 29 major markets, 45 metro markets, and 63 main street markets. Each market is led by a market director with responsibility for funeral and/or cemetery operations and preneed sales. Within each market, the funeral homes and cemeteries share common resources such as personnel, preparation services, and vehicles. There are four market support centers in North America to assist market directors with financial, administrative, pricing, and human resource needs. These support centers are located in Houston, Miami, New York, and Los Angeles. The primary functions of the support centers are to help facilitate the execution of corporate strategies, coordinate communication between the field and corporate offices, and serve as liaisons for the implementation of policies and procedures.

The following table at December 31, 2012 provides the number of our funeral homes and cemeteries by country, and by state, territory, or province:

Country, State/Territory/Province	Number of Funeral Homes	Number of Cemeteries	Total
United States
Alabama	30	9	39
Arizona	35	11	46
Arkansas	8	—	8
California	136	30	166
Colorado	24	11	35
Connecticut	19	—	19
District of Columbia	1	—	1
Florida	111	54	165
Georgia	37	19	56
Hawaii	2	2	4
Idaho	6	1	7
Illinois	45	24	69
Indiana	45	9	54
Iowa	4	2	6
Kansas	8	2	10
Kentucky	15	4	19
Louisiana	27	5	32
Maine	11	—	11
Maryland	14	7	21
Massachusetts	29	—	29
Michigan	36	—	36
Minnesota	11	2	13
Mississippi	20	2	22
Missouri	19	5	24
Nebraska	2	—	2
Nevada	14	6	20
New Hampshire	6	—	6
New Jersey	21	—	21
New York	89	—	89
North Carolina	50	11	61
Ohio	44	11	55
Oklahoma	14	7	21
Oregon	11	3	14
Pennsylvania	23	17	40
Rhode Island	4	—	4
South Carolina	5	5	10
Tennessee	35	14	49
Texas	143	55	198

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Utah	3	3	6
Vermont	4	—	4
Virginia	37	12	49
Washington	45	15	60
West Virginia	3	6	9
Wisconsin	16	—	16
Canada
Alberta	10	—	10
British Columbia	37	7	44
Manitoba	4	3	7
New Brunswick	5	—	5
Nova Scotia	12	—	12
Ontario	47	—	47
Quebec	45	—	45
Saskatchewan	15	—	15
Germany	12	—	12
Total	1,449	374	1,823

We believe we have satisfactory title to the properties owned and used in our business, subject to various liens, encumbrances, and easements that are incidental to ownership rights and uses and do not materially detract from the value of the property. We also lease a number of facilities that we use in our business under both capital and operating leases.

At December 31, 2012, we owned approximately 88% of the real estate and buildings used at our facilities, and the remainder of the facilities were leased. At December 31, 2012, our 374 cemeteries contained a total of approximately 26,467 acres, of which approximately 61% was developed.

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A map of our locations in North America is presented below:

Competition

Although there are several public companies that own funeral homes and cemeteries, the majority of deathcare businesses in North America are locally-owned, independent operations. We estimate that our funeral and cemetery market share in North America is approximately 13% based on estimated total industry revenues. The position of a single funeral home or cemetery in any community is a function of the name, reputation, and location of that funeral home or cemetery, although competitive pricing, professional service and attention, and well-maintained locations are also important.

We believe we have an unparalleled network of funeral service locations and cemeteries that offer high-quality products and services at prices that are competitive with local competing funeral homes, cemeteries, and retail locations. Within this network, the funeral service locations and cemeteries operate under various names as most operations were acquired as existing businesses. We have co-branded our funeral operations in North America under the name Dignity Memorial^®. We believe our transcontinental branding strategy gives us a strategic advantage and identity in the industry. While this branding process is intended to emphasize our seamless national network of funeral service locations and cemeteries, the original names associated with acquired operations, and their inherent goodwill and heritage, generally remain the same. For example, Geo. H. Lewis & Sons Funeral Directors is now Geo. H. Lewis & Sons Funeral Directors, a Dignity Memorial^® provider.

Strategies for Growth

We believe we are well-positioned for long-term profitable growth. We are the largest company in the North American deathcare industry with unparalleled scale on both a national and local basis and are poised to benefit from the aging of America. We have demonstrated that we can generate significant and consistent cash flow, even in difficult economic times. This, coupled with our financial position and liquidity, allows us to deploy our available free cash flow to enhance the value of the company. Our free cash flow deployment focus is centered on strategic acquisitions, share repurchases and dividends, and opportunistic debt repurchases when we believe we can reduce liquidity risk and enhance our near-term maturity profile.

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Our strategies for growth can be categorized in three areas as follows:

Target Our Customer

While atneed marketing is very difficult in this industry, we continue to build on our extensive consumer research to market our products and services on a preneed basis. In 2012, our comparable cemetery preneed sales increased 10.2% over the previous year and comparable preneed funeral sales increased 3.6%. We are very proud of this success achieved in a challenging consumer environment. Our strategy to combine targeted direct mail, select media advertising, seminars, and the internet is generating quality preneed sales leads. During 2012, we continued to focus on enhanced training for sales management and sales counselors and also added additional sales management resources in certain markets aimed at increasing preneed sales production and sales counselor productivity. The aging population is also providing us with increasing opportunities. The majority of our preneed consumers are aged 60 and over. Currently, the number of Americans that are 60 and older are approximately 57 million and this number is expected to grow to more than 76 million by 2020, resulting in a growing number of people that will be interested in preneed options.

In an ever-changing world, we are focused on staying relevant to our consumers. We continue to develop new products and services including event and reception services, floral offerings, an enhanced cemetery merchandise program, and other contemporary products and services. During 2012, we improved our packaged offerings to provide greater flexibility and choice. We also invested in technology (tablet computers for our sales force) to improve and streamline our interaction with consumers.

With an increasing preference for cremation in North America, we are also focused on product and service offerings that appeal specifically to cremation customers. Additionally, we continue to build on our partnership with Neptune, the largest direct cremation company in North America, in which we bought a majority stake in June 2011.

Drive Operating Discipline and Leverage Our Scale

Our size and broad geographic network of businesses give us a significant advantage in this industry. We continue to drive operating discipline and leverage our scale through the standardization of processes and the use of key performance metrics for staffing and other operational and administrative activities. We continually examine our purchasing spend to look for ways to consolidate our supplier base, modify processes and policies for more efficient purchasing, and employ metrics to manage and improve supplier performance. In 2012, we invested in a new purchase order and accounts payable system to streamline the handling, approval, and payment of vendor invoices as well as provide greater visibility into company expenditures. We also transitioned certain accounting and administrative functions to new outsource providers providing for greater efficiency.

Manage and Grow the Footprint

We are managing our network of business locations by positioning each business location to support the preferences of its local customer base, while monitoring each market for changing demographics and competitive dynamics. We are also looking to optimize our portfolio through strategic market reviews. We expect to pursue selective business expansion through construction or targeted acquisitions of cemeteries and funeral homes with a focus on the highest return customer categories.

Employees

At December 31, 2012, we employed 12,679 (12,651 in North America) individuals on a full-time basis and 7,888 (7,875 in North America) individuals on a part-time basis. Of the full-time employees, 11,988 were employed in the funeral and cemetery operations and 691 were employed in corporate or other overhead activities and services. All eligible employees in the United States who so elect are covered by our group health and life insurance plans. At December 31, 2012 and 2011, there were 7,284 and 7,664 employees who had elected to participate in our group health insurance plans. Eligible employees in the United States are participants in retirement plans of SCI or various subsidiaries, while international employees are covered by other SCI (or SCI subsidiary) defined or government-mandated benefit plans. Approximately 3.2% of our employees in North America are represented by unions. Although labor disputes occur from time to time, relations with employees are generally considered favorable.

Regulation

Our operations are subject to regulations, supervision, and licensing under numerous foreign, federal, state, and local laws, ordinances, and regulations, including extensive regulations concerning trust funds, preneed sales of funeral and cemetery products and services, and various other aspects of our business. We strive to comply in all material respects with the provisions of these

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laws, ordinances, and regulations. Since 1984, we have operated in the United States under the Federal Trade Commission (FTC) comprehensive trade regulation rule for the funeral industry. The rule contains requirements for funeral industry practices, including extensive price and other affirmative disclosures and imposes mandatory itemization of funeral goods and services.

Other

Our corporate headquarters are located at 1929 Allen Parkway, Houston, Texas 77019. The property consists of approximately 120,000 square feet of office space and 185,000 square feet of parking space. We own and utilize an additional building located in Houston, Texas for corporate activities containing a total of approximately 38,000 square feet of office space. We also lease approximately 29,000 square feet of office space in Houston, Texas, which we utilize for corporate activities.

We make available free of charge, on or through our website, our annual, quarterly, and current reports and any amendments to those reports, as soon as reasonably practicable after electronically filing such reports with the Securities and Exchange Commission (SEC). Our website is http://www.sci-corp.com and our telephone number is (713) 522-5141. The SEC also maintains an internet site at http://www.sec.gov that contains reports, proxy and information statements, and other information regarding issuers that file electronically. The public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC 20549. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330.

Each of our Board of Directors’ standing committee charters, our Corporate Governance Guidelines, our Code of Ethics for Board Members, and our Code of Conduct for Officers and Employees are available, free of charge, through our website or, upon request, in print. We will post on our internet website all waivers to or amendments of our Code of Conduct for Officers and Employees, which are required to be disclosed by applicable law and rules of the New York Stock Exchange listing standards. Information contained on our website is not part of this report.

Item 1A. Risk Factors.

Cautionary Statement on Forward-Looking Statements

The statements in this Form 10-K 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 consolidated results in the future to differ materially from the forward-looking statements made herein and in any other documents or oral presentations made by, or on behalf of, the Company. These factors are discussed below. We assume no obligation to publicly update or revise any forward-looking statements made herein or any other forward-looking statements made by the Company, whether as a result of new information, future events, or otherwise.

Our affiliated funeral and cemetery trust funds own investments in equity securities, fixed income securities, and mutual funds, which are affected by market conditions that are beyond our control.

In connection with our preneed funeral and preneed cemetery merchandise and service sales, most affiliated funeral and cemetery trust funds own investments in equity securities, fixed income securities, and mutual funds. Our earnings and investment gains and losses on these securities and mutual funds are affected by financial market conditions that are beyond our control.

The following table summarizes our investment returns (realized and unrealized), excluding certain fees, on our trust funds for the years ended December 31:

	2012		2011		2010
Preneed funeral merchandise and service trust funds	12.4	%	0.7	%	12.3	%
Preneed cemetery merchandise and service trust funds	13.4	%	0.7	%	14.0	%
Perpetual care trust funds	10.5	%	5.2	%	13.0	%

Generally, earnings or gains and losses on our trust investments are recognized, and we withdraw cash, when the underlying service is performed, merchandise is delivered, or upon contract cancellation; however, our cemetery perpetual care trusts recognize earnings, and in certain states, capital gains and losses, and we withdraw cash, when we incur qualifying cemetery maintenance costs.

If the investments in our trust funds experience significant declines in 2013 or subsequent years, there could be insufficient funds in the trusts to cover the costs of delivering services and merchandise or maintaining cemeteries in the future. We may be required to cover any such shortfall with cash flows from operations, which could have a material adverse effect on our financial

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condition, results of operations, or cash flows. For more information related to our trust investments, see Notes 4, 5, and 6 in Part II, Item 8. Financial Statements and Supplementary Data.

If the fair market value of these trusts, plus any other amount due to us upon delivery of the associated contracts, were to decline below the estimated costs to deliver the underlying products and services, we would record a charge to earnings to record a liability for the expected losses on the delivery of the associated contracts. As of December 31, 2012, no such charge was required. For additional information, see Critical Accounting Policies in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

We may be required to replenish our affiliated funeral and cemetery trust funds in order to meet minimum funding requirements, which would have a negative effect on our earnings and cash flow.

In certain states and provinces, we have withdrawn allowable distributable earnings including unrealized gains prior to the maturity or cancellation of the related contract. Additionally, some states have laws that either require replenishment of investment losses under certain circumstances or impose various restrictions on withdrawals of future earnings when trust fund values drop below certain prescribed amounts. In the event of market declines, we may be required to deposit portions or all of these amounts into the respective trusts in some future period. As of December 31, 2012, we had unrealized losses of $7.4 million in the various trusts within these states. See Off-Balance Sheet Arrangements, Contractual Obligations, and Commercial and Contingent Commitments in Part II, Item 7.

Our ability to execute our strategic plan depends on many factors, some of which are beyond our control.

Our strategic plan is focused on the continued implementation of key revenue initiatives, preneed production, and cost management. Many of the factors that impact our ability to execute our strategic plan, such as the number of deaths and general economic conditions, are beyond our control. Changes in operating conditions, such as supply disruptions and labor disputes, could negatively impact our operations. Our inability to achieve the levels of cost savings, productivity improvements, preneed production, or earnings growth anticipated by management could affect our financial performance. Our inability to complete acquisitions, divestitures, or strategic alliances as planned or to realize expected synergies and strategic benefits could impact our financial performance. We cannot give assurance that we will be able to execute any or all of our strategic plan. Failure to execute any or all of our strategic plan could have a material adverse effect on our financial condition, results of operations, or cash flows.

Our credit agreements contain covenants that may prevent us from engaging in certain transactions.

Our bank credit facility contains, among other things, various affirmative and negative covenants that may prevent us from engaging in certain transactions that might otherwise be considered beneficial to us. The covenants limit, among other things, our and our subsidiaries’ ability to:

• Incur additional indebtedness (including guarantee obligations);

• Create liens on assets;

• Engage in certain transactions with affiliates;

• Enter into sale-leaseback transactions;

• Engage in mergers, liquidations, and dissolutions;

• Sell assets;

• Pay dividends, distributions, and other payments in respect of our capital stock;

• Purchase our capital stock in the open market;

• Make investments, loans, or advances;

• Repay indebtedness or amend the agreements relating thereto;

• Create restrictions on our ability to receive distributions from subsidiaries; and

• Change our lines of business.

Our bank credit facility requires us to maintain certain leverage and interest coverage ratios. These covenants and coverage ratios may require us to take actions to reduce our indebtedness or act in a manner contrary to our strategic plan and business objectives. In addition, events beyond our control, including changes in general economic and business conditions, may affect our ability to satisfy these covenants. A breach of any of these covenants could result in a default of our indebtedness. If an event of default under our bank credit facility occurs, and such event of default continues unremedied for 30 days after we receive notice

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thereof, the lenders party thereto could elect to declare all amounts outstanding thereunder, together with accrued interest, immediately due and payable. Any such declaration would also result in an event of default under our Senior Indenture governing our various senior notes. For additional information, see Liquidity and Capital Resources in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 10 in Part II, Item 8. Financial Statements and Supplementary Data.

If we lost the ability to use surety bonding to support our preneed funeral and preneed cemetery activities, we may be required to make material cash payments to fund certain trust funds.

We have entered into arrangements with certain surety companies whereby such companies agree to issue surety bonds on our behalf as financial assurance 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 issued to support our preneed funeral and cemetery activities. In the event all of the surety companies cancelled or did not renew our surety bonds, which generally have twelve-month renewal periods, we would be required to either obtain replacement coverage or fund approximately $180.6 million into state-mandated trust accounts as of December 31, 2012. There can be no assurance that we would be able to obtain replacement coverage at a similar cost or at all.

The funeral home and cemetery industry continues to be increasingly competitive.

In North America, the funeral home and cemetery industry is characterized by a large number of locally-owned, independent operations. To compete successfully, our funeral service locations and cemeteries must maintain good reputations and high professional standards, as well as offer attractive products and services at competitive prices. In addition, we must market the Company in such a manner as to distinguish us from our competitors. We have historically experienced price competition from independent funeral home and cemetery operators, monument dealers, casket retailers, low-cost funeral providers, and other non-traditional providers of services and merchandise. If we are unable to successfully compete, our financial condition, results of operations, and cash flows could be materially adversely affected.

Increasing death benefits related to preneed funeral contracts funded through life insurance or annuity contracts may not cover future increases in the cost of providing a price-guaranteed funeral service.

We sell price-guaranteed preneed funeral contracts through various programs providing for future funeral services at prices prevailing when the agreements are signed. For preneed funeral contracts funded through life insurance or annuity contracts, we receive in cash a general agency commission that typically averages approximately 19.3% of the total sale from the third-party insurance company. Additionally, we receive an increasing death benefit associated with the contract of approximately 1% per year in cash at the time the funeral is performed. There is no guarantee that the increasing death benefit will cover future increases in the cost of providing a price-guaranteed funeral service, and any such excess cost could be materially adverse to our future cash flows, revenues, and operating margins.

The financial condition of third-party insurance companies that fund our preneed funeral contracts may impact our future revenues.

Where permitted, customers may arrange their preneed funeral contract by purchasing a life insurance or annuity policy from third-party insurance companies. The customer/policy holder assigns the policy benefits to our funeral home to pay for the preneed funeral contract at the time of need. If the financial condition of the third-party insurance companies were to deteriorate materially because of market conditions or otherwise, there could be an adverse effect on our ability to collect all or part of the proceeds of the life insurance policy, including the annual increase in the death benefit, if we fulfill the preneed contract at the time of need. Failure to collect such proceeds could have a material adverse effect on our financial condition, results of operations, or cash flows.

Unfavorable results of litigation, including currently pending class action cases concerning cemetery or burial practices, could have a material adverse impact on our financial statements.

As discussed in Note 12 of Part II, Item 8. Financial Statements and Supplementary Data, we are subject to a variety of claims and lawsuits in the ordinary course of our business. Adverse outcomes in some or all of the pending cases may result in significant monetary damages or injunctive relief against us, as litigation and other claims are subject to inherent uncertainties. Any such adverse outcomes, in pending cases or other lawsuits that may arise in the future, could have a material adverse impact on our financial position, cash flows, and results of operations.

Unfavorable publicity could affect our reputation and business.

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Since our operations relate to life events involving emotional stress for our client families, our business is dependent on consumer trust and confidence. Unfavorable publicity about our business generally or in relation to any specific location could affect our reputation and consumers’ trust and confidence in our products and services, thereby having an adverse impact upon our sales and financial results as well as the price of our common stock.

If the number of deaths in our markets declines, our cash flows and revenues may decrease.

If the number of deaths declines, the number of funeral services and interments performed by us could decrease and our financial condition, results of operations, and cash flows could be materially adversely affected.

If we are not able to respond effectively to changing consumer preferences, our market share, revenues and profitability could decrease.

Future market share, revenues and profits will depend in part on our ability to anticipate, identify and respond to changing consumer preferences. We may not correctly anticipate or identify trends in consumer preferences, or we may identify them later than our competitors do. In addition, any strategies we may implement to address these trends may prove incorrect or ineffective.

The continuing upward trend in the number of cremations performed in North America could result in lower revenues and gross profit.

There is a continuing upward trend in the number of cremations performed in North America as an alternative to traditional funeral service dispositions. In our North American operations during 2012, 45.1% of the comparable funeral services we performed were cremation cases compared to 44.5% and 41.9% performed in 2011 and 2010, respectively. We continue to expand our cremation memorialization products and services, which have resulted in higher average revenues per cremation service performed. If we are unable to continue to successfully expand our cremation memorialization products and services, and cremations remain a significant percentage of our funeral services, our financial condition, results of operations, and cash flows could be materially adversely affected.

Our funeral home and cemetery businesses are high fixed-cost businesses.

The majority of our operations are managed in groups called “markets”. Markets are geographical groups of funeral service locations and cemeteries that share common resources such as operating personnel, preparation services, clerical staff, motor vehicles, and preneed sales personnel. Personnel costs, the largest component of our operating expenses, are the cost components most beneficially affected by this grouping. We must incur many of these costs regardless of the number of funeral services or interments performed. Because we cannot necessarily decrease these costs when we experience lower sales volumes, a sales decline may cause our margin percentages to decline at a greater rate than the decline in revenues.

Regulation and compliance could have a material adverse impact on our financial results.

Our operations are subject to regulation, supervision, and licensing under numerous foreign, federal, state, and local laws, ordinances, and regulations, including extensive regulations concerning trust funds, preneed sales of funeral and cemetery products and services, and various other aspects of our business. For example, the funeral home industry is regulated by the Federal Trade Commission, which requires funeral homes to take actions designed to protect consumers. Our facilities are also subject to stringent health, safety and environmental regulations.Violations of applicable laws could result in fines or sanctions against us.

Businesses in general are subject to the impact of recent major legislation, including the Patient Protection and Affordable Care Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act. Many provisions of these complex laws could impact our business, and many of the provisions require implementation through regulations that have not yet been promulgated. Although we do not know the ultimate impact of these laws, we expect such laws will increase our costs and the potential risks of failure to comply.

In addition, from time to time, governments and agencies propose to amend or add regulations, which could increase costs and decrease cash flows. For example, foreign, federal, state, local, and other regulatory agencies have considered and may enact additional legislation or regulations that could affect the deathcare industry. These include regulations that require more liberal refund and cancellation policies for preneed sales of products and services, limit or eliminate our ability to use surety bonding, increase trust requirements, require the deposit of funds or collateral to offset unrealized losses of trusts, and/or prohibit the common ownership of funeral homes and cemeteries in the same market. If adopted by the regulatory authorities of the jurisdictions in which we operate, these and other possible proposals could have a material adverse effect on our financial condition, results of operations, and cash flows.

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Compliance with laws, regulations, industry standards, and customs concerning burial procedures and the handling and care of human remains is critical to the continued success of our business and any operations we may acquire. Litigation and regulatory proceedings regarding these issues could have a material adverse effect on our financial condition, results of operations, and cash flows. We are continually monitoring and reviewing our operations in an effort to ensure that we are in compliance with these laws, regulations, and standards and, where appropriate, taking appropriate corrective action.

Increased costs, including potential increased health care costs, may have a negative impact on earnings and cash flows.

We may not be successful in maintaining our margins and may incur additional costs. On March 23, 2010, the Patient Protection and Affordable Care Act became law, and one week later, the Health Care and Education Reconciliation Act of 2010 became effective, together enacting comprehensive health care reform in the United States. The legislation is likely to increase our health care costs. Many provisions of the law that could impact our business will not become effective until 2014, or later, and require implementation through regulations that have not yet been promulgated. Accordingly, the costs and other effects of the legislation, which may include the cost of compliance and potentially increased costs of providing for medical insurance for our employees, cannot be determined with certainty at this time. Some of the costs impacting our business are largely beyond our control. To the extent that we are unable to pass these cost increases on to our customers, they will have a negative impact on our earnings and cash flows.

Cemetery burial practice claims could have a material adverse impact on our financial results.

Our cemetery practices have evolved and improved over time. Most of our cemeteries have been operating for decades and therefore, may have used practices and procedures that are outdated in comparison to today's standards. When cemetery disputes occur, we may be subjected to litigation and liability for improper burial practices, including (1) burial practices of a different era that are judged today in hindsight as being outdated, and (2) alleged violations of our practices and procedures by one or more of our associates. For example, the Sands case described elsewhere in this Annual Report on Form 10-K alleges improper burial practices dating from February 1985 to September 2009. In addition, since we acquired most of our cemeteries, we may be subject to litigation and liability based upon actions or events that occurred before we acquired or managed the cemeteries. Claims or litigation based upon our cemetery burial practices could have a material adverse impact on our financial condition, results of operations, and cash flows.

A number of years may elapse before particular tax matters, for which we have established accruals, are audited and finally resolved.

The number of tax years with open tax audits varies depending on the tax jurisdiction. In the United States, the Internal Revenue Service is currently examining our tax returns for 1999 through 2005 and various state jurisdictions are auditing years through 2010. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, we believe that our accruals reflect the probable outcome of known tax contingencies. However, unfavorable settlement of any particular issue may reduce a deferred tax asset or require the use of cash, which may have a material adverse impact to our financial statements. Favorable resolution could result in reduced income tax expense reported in the financial statements in the future. See Note 9 of Part II, Item 8. Financial Statements and Supplementary Data for additional information.

Declines in overall economic conditions beyond our control could reduce future potential earnings and cash flows and could result in future impairments to goodwill and/or other intangible assets.

In addition to an annual review, we assess the impairment of goodwill and/or other intangible assets whenever events or changes in circumstances indicate that the carrying value may be greater than fair value. Factors that could trigger an interim impairment review include, but are not limited to, a significant decline in our stock price, significant underperformance relative to historical or projected future operating results, and significant negative industry or economic trends. If these factors occur, we may have a triggering event, which could result in an impairment of our goodwill and/or other intangible assets. Based on the results of our annual goodwill and non-amortizing intangible asset impairment tests in 2012, we concluded that there was no impairment of goodwill and recorded a $1.2 million impairment of certain tradenames. If economic conditions worsen causing deterioration in our operating revenues, operating margins and cash flows, we may have a triggering event that could result in an impairment of our goodwill and/or other intangible assets. Our cemetery segment, which has a goodwill balance of $63.1 million as of December 31, 2012, is more sensitive to market conditions and goodwill impairments because it is more reliant on preneed sales, which are impacted by customer discretionary spending. For additional information, see Critical Accounting Policies in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

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Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

Information regarding properties is set forth in Part I, Item 1. Business.

Item 3. Legal Proceedings.

Information regarding legal proceedings is set forth in Note 12 of Part II, Item 8. Financial Statements and Supplementary Data.

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EXECUTIVE OFFICERS OF THE COMPANY

The following table sets forth as of February 13, 2013, the name and age of each executive officer of the Company, the office held, and the year first elected an officer.

Officer Name	Age	Position	Year First Became Officer
R. L. Waltrip	82	Chairman of the Board	1962
Thomas L. Ryan	47	President and Chief Executive Officer	1999
Michael R. Webb	54	Executive Vice President and Chief Operating Officer	1998
Eric D. Tanzberger	44	Senior Vice President Chief Financial Officer and Treasurer	2000
Stephen M. Mack	61	Senior Vice President Middle Market Operations	1998
Elisabeth G. Nash	51	Senior Vice President Operations Services	2004
Gregory T. Sangalis	57	Senior Vice President General Counsel and Secretary	2007
Philip C. Jacobs	58	Senior Vice President and Chief Marketing Officer	2007
Steven A. Tidwell	51	Senior Vice President Sales and Merchandising	2010
Sumner J. Waring, III	44	Senior Vice President Operations	2002
John H. Faulk	37	Vice President Business Development	2010
Joseph A. Hayes	56	Vice President Ethics and Business Conduct and Assistant General Counsel	2007
Gerry D. Heard	48	Vice President Sales	2012
Albert R. Lohse	52	Vice President Litigation and Risk Management	2004
John Del Mixon, II	49	Vice President Information Technology	2010
Tammy R. Moore	45	Vice President and Corporate Controller	2010

Mr. Waltrip is the founder and Chairman of the Board of SCI. He has provided invaluable leadership to the Company for over 40 years. A licensed funeral director, Mr. Waltrip grew up in his family’s funeral business and assumed management of the firm in the 1950s. He began buying additional funeral homes in the 1960’s and achieved significant cost efficiencies through the “cluster” strategy of sharing pooled resources among numerous locations. At the end of 2012, the network he began had grown to include more than 1,700 funeral service locations and cemeteries. Mr. Waltrip took the Company public in 1969. Mr. Waltrip holds a Bachelor’s degree in business administration from the University of Houston.

Mr. Ryan was elected Chief Executive Officer of the Company in February 2005 and has served as President of SCI since July 2002. Mr. Ryan joined the Company in 1996 and served in a variety of financial management roles until November 2000, when he was asked to serve as Chief Executive Officer of European Operations based in Paris, France. In July 2002, Mr. Ryan returned to the United States where he was appointed President and Chief Operating Officer of SCI. Before joining SCI, Mr. Ryan was a Certified Public Accountant with Coopers & Lybrand LLP for eight years. He holds a Bachelor’s degree in Business Administration from the University of Texas at Austin. Mr. Ryan serves as Chairman of the Board of Trustees of the United Way of Greater Houston. Mr. Ryan also serves on the Board of Directors of the Greater Houston Partnership, the Salvation Army Greater Houston Area Advisory Board and the Greater Houston Community Foundation Council. Mr. Ryan also serves on the University of Texas McCombs Business School Advisory Council. Other Directorships include Texas Industries, Inc. and Weingarten Realty Investors.

Mr. Webb joined the Company in 1991 when it acquired Arlington Corporation, a regional funeral and cemetery consolidator, where he was then Chief Financial Officer. Prior to joining Arlington Corporation, Mr. Webb held various executive financial and development roles at Days Inns of America and Telemundo Group, Inc. In 1993, Mr. Webb joined our corporate development group, which he later led on a global basis before accepting operational responsibility for our Australian and Hispanic businesses. Mr. Webb was promoted to Vice President International Corporate Development in February 1998 and was named Executive Vice President in July 2002. In February 2005, he was promoted to Chief Operating Officer. He is a graduate of the University of Georgia, where he earned a Bachelor of Business Administration degree.

Mr. Tanzberger joined the Company in August 1996 as Manager of Budgets & Financial Analysis. He was promoted to Vice President Investor Relations and Assistant Corporate Controller in January 2000 and to Corporate Controller in August 2002. In 2006, Mr. Tanzberger was promoted to the position of Senior Vice President and Chief Financial Officer. In 2007, Mr. Tanzberger was appointed Treasurer. Prior to joining the Company, Mr. Tanzberger was Assistant Corporate Controller at Kirby Marine Transportation Corporation, an inland waterway barge and tanker company, from January through August 1996. Prior thereto, he

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was a Certified Public Accountant with Coopers & Lybrand L.L.P. for more than five years. Mr. Tanzberger is a graduate of the University of Notre Dame, where he earned a Bachelor of Business Administration degree.

Mr. Mack joined the Company in 1973 as a resident director after graduating from Farmingdale State University of New York. He became Vice President of the Eastern Region in 1986, and in February 1998 Mr. Mack was appointed Vice President North American Funeral Operations. Mr. Mack was promoted to Senior Vice President Eastern Operations in August 2002 and assumed the office of Senior Vice President Middle Market Operations, his current position, in May 2004.

Ms. Nash joined SCI in 2002 as Managing Director of Strategic Planning and Process Improvement. Prior to joining SCI, Ms. Nash worked for the Pennzoil Corporation and held various senior management accounting and financial positions. In 2004, Ms. Nash was promoted to Vice President Process & Technology. In 2010, Ms. Nash was named Senior Vice President Operations Services. She is a graduate of Texas A&M University, where she received a Bachelor of Business Administration degree in Accounting.

Mr. Sangalis joined the Company in 2007 as Senior Vice President, General Counsel and Secretary. In 2012, his responsibilities were expanded to include the human resources department. Mr. Sangalis previously served as Senior Vice President, Law and Administration for Team Inc., a leading provider of specialty industrial maintenance and construction services. Prior to that, Mr. Sangalis served as Managing Director and General Counsel of Main Street Equity Ventures II, a private equity investment firm, and as Senior Vice President General Counsel and Secretary for Waste Management, Inc., the leading provider of waste management services in North America. Mr. Sangalis holds a Bachelor’s degree in Finance from Indiana University and a Master of Business Administration from the University of Minnesota. He earned his Juris Doctorate from the University of Minnesota Law School.

Mr. Jacobs joined SCI in 2007 as Senior Vice President and Chief Marketing Officer. Prior to joining the Company, Mr. Jacobs was employed by CompUSA as Chief Marketing Officer. Prior to that, he was employed by Publicis Worldwide as Chief Marketing Officer and prior to that held other management roles over the past 23 years at several of the nation’s top advertising agencies, as well as client-side positions. Mr. Jacobs holds a Bachelor of Science degree from the University of Tennessee and a Masters degree from Vanderbilt University.

Mr. Waring, a licensed funeral director, joined the Company as an Area Vice President in 1996 when we merged with his family’s funeral business. Mr. Waring was appointed Regional President of the Northeast Region in 1999 and was promoted to Regional President of the Pacific Region in September 2001. Mr. Waring was promoted to Vice President Western Operations in August 2002 and assumed the office of Vice President Major Market Operations in November 2003. In February 2006, Mr. Waring was promoted to Senior Vice President Major Market Operations. In July 2008, Mr. Waring’s responsibilities were expanded to include business development. Mr. Waring holds a Bachelor of Science degree in Business Administration from Stetson University, a degree in Mortuary Science from Mt. Ida College and a Master of Business Administration degree from the University of Massachusetts Dartmouth.

Mr. Tidwell joined SCI as Vice President Main Street Market Operations in March 2010 and was promoted to Senior Vice President , Sales and Marketing in August 2012. As a co-founder of Keystone North America, Inc., Mr. Tidwell served as its President and Chief Executive Officer from May of 2007 until it was acquired by SCI in March 2010. In his role, Mr. Tidwell worked closely with Keystone’s Senior Leadership Team to develop and implement organic growth strategies, as well as external growth and acquisition strategies. He began his career as a licensed Funeral Director and Embalmer in Nashville, Tennessee and has been actively involved in the funeral home and cemetery profession for three decades. He holds an Associate of Arts degree from John A. Gupton College and has attended executive management and leadership programs at the Harvard Business School, the Owen School of Business at Vanderbilt University, and the Center for Creative Leadership.

Mr. Faulk joined SCI in March 2010 as Vice President Business Development, to oversee the Company’s strategic growth, including mergers and acquisitions, real estate, and construction. Prior to joining the Company, Mr. Faulk worked for Bain & Company, Inc. since 2002. At Bain, he helped Fortune 500 Companies and specialty retailers identify profit growth opportunities and achieve strong operating results. He holds a Master’s degree in Business Administration from the Darden Graduate School of Business at the University of Virginia and a Bachelor’s degree in Electrical Engineering from the University of Virginia.

Mr. Hayes was appointed Vice President Ethics and Business Conduct and Assistant General Counsel in November 2007. Mr. Hayes joined the Company in 1991 as corporate counsel. He was named Managing Counsel in 1996 and Assistant General Counsel in 2005. Prior to joining SCI, Mr. Hayes practiced law in Chicago and San Diego, specializing in securities, mergers and acquisitions, and commercial transactions. He received a Bachelor’s degree in Commerce from DePaul University and earned his Juris Doctorate from the University of California at Berkeley.

Mr. Heard was appointed Vice President Sales in August 2012. He began his career as a high school intern at a Company funeral home, where he continued to work while attending the University of Houston. In 1986, he joined the sales force as a Family Service Counselor and was promoted to the role of Sales Manager in 1989. Throughout his years with SCI, Mr. Heard

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was appointed to numerous leadership roles, including: Area Sales Director; Senior Managing Director of Sales, Houston and Gulf Regions; Managing Director of Sales for Middle Markets; Managing Director of North American Sales; and Senior Managing Director, Major Market Sales.

Mr. Lohse joined SCI in 2000 as Managing Director of Litigation and has since been involved in the resolution of major litigation issues for the Company. Mr. Lohse was promoted to Vice President Corporate Governance in 2004 and to Vice President Litigation and Risk Management in 2007. Before joining the Company, Mr. Lohse was Managing Partner at McDade, Fogler, Maines & Lohse, where he conducted a general civil trial practice. Prior to that, he practiced tort and commercial litigation at Fulbright & Jaworski. Mr. Lohse received a Bachelor of Business Administration degree from the University of Texas and a Juris Doctorate from the University of Houston Law Center.

Mr. Mixon joined SCI in 1995 as a Project Manager in the Information Technology Department. He later served as Directeur Informatique for OGF, a former subsidiary company based in Paris, France. Most recently, he has led the Information Technology Department and the Outsourcing Management Office as Managing Director. Prior to SCI, Mr. Mixon worked for Andersen Consulting (now Accenture PLC) and served on active duty in the United States Army achieving the rank of Captain. He holds a Bachelor of Science degree in Commerce from Washington and Lee University and a Master of Science degree in Systems Management from the University of Southern California.

Mrs. Moore joined the Company in August 2002 as Manager of Financial Reporting. She was promoted to Director of Financial Reporting in 2004 and Managing Director and Assistant Controller in June 2006. In February 2010, she was promoted to Vice President and Corporate Controller and oversees all onshore and offshore general accounting, internal and external reporting, trust administration, customer service, and financial planning and analysis. Prior to joining the Company, Mrs. Moore was a Certified Public Accountant with PricewaterhouseCoopers LLP for more than three years. She holds a Bachelor of Business Administration degree in Accounting from the University of Texas at San Antonio.

Each officer of the Company is elected by the Board of Directors and holds their office until a successor is elected and qualified or until earlier death, resignation, or removal in the manner prescribed in the Bylaws of the Company. Each officer of a subsidiary of the Company is elected by the subsidiary’s board of directors and holds their office until a successor is elected and qualified or until earlier death, resignation, or removal in the manner prescribed in the Bylaws of the Subsidiary.

Item 4. Mine Safety Disclosures.

Not applicable.

PART II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock has been traded on the New York Stock Exchange since May 14, 1974. On December 31, 2012, there were 5,755 holders of record of our common stock. In calculating the number of stockholders, we consider clearing agencies and security position listings as one stockholder for each agency or listing. At December 31, 2012, we had 211,046,501 shares outstanding, net of 10,000 treasury shares.

In 2012, five dividends totaling $60.3 million were paid including the fourth quarter 2012 dividend. During 2011, we paid four quarterly cash dividends totaling $44.8 million. While we intend to pay regular quarterly cash dividends for the foreseeable future, all subsequent dividends are subject to final determination by our Board of Directors each quarter after its review of our financial performance.

The table below shows our quarterly high and low closing common stock prices for the two years ended December 31:

	2012				2011
	High		Low		High		Low
First quarter	$	11.42	$	10.55	$	11.13	$	8.12
Second quarter	$	12.37	$	10.59	$	11.90	$	10.81
Third quarter	$	13.99	$	12.33	$	12.01	$	8.44
Fourth quarter	$	14.54	$	13.38	$	10.83	$	8.69

Options in our common stock are primarily traded on the Philadelphia Stock Exchange and the Chicago Board Options Exchange. Our common stock is traded on the New York Stock Exchange under the symbol SCI.

Stock Performance Graph.  This graph assumes the total return on $100 invested on December 31, 2007, in SCI Common Stock, the S&P 500 Index, and a peer group selected by the Company (the “Peer Group”). The Peer Group is comprised of Carriage

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Services, Inc., Hillenbrand Inc., Matthews International Corp., and Stewart Enterprises, Inc. Hillenbrand Inc. is included in the Peer Group starting March 31, 2008 when it was spun off from Hillenbrand Industries, Inc. Prior to the spin-off, the Peer Group included Hillenbrand Industries, Inc. Rock of Ages Corporation was included in the Peer Group until January 19, 2011 when it was acquired by Swenson Granite, LLC. Total return data assumes reinvestment of dividends.

TOTAL STOCKHOLDER RETURNS

INDEXED RETURNS

Years Ending

For equity compensation plan information, see Part III of this Form 10-K.

On October 31, 2012 and December 31, 2012, we issued 1,177 and 1,134 deferred common stock equivalents or units pursuant to provisions regarding the receipt of dividends under the Amended and Restated Director Fee Plan to four non-employee directors. These issuances were unregistered as they did not constitute a “sale” within the meaning of Section 2(3) of the Securities Act of 1933, as amended.

Since August 2004, we have repurchased a total of $1.5 billion of common stock at an average cost per share of $9.65. During the three months ended December 31, 2012, we repurchased 3.1 million shares of our common stock at an aggregate cost of $42.2 million including commissions (average cost per share of $13.74). In November 2012, our Board of Directors approved an increase in our share repurchase program authorizing the investment of up to an additional $155 million to repurchase our common stock, bringing total authorization up to $200 million. The remaining dollar value of shares to be purchased under the share repurchase program was $190.1 million at December 31, 2012. As discussed in Item 1A, our credit agreement contains covenants that restrict our ability to repurchase our common stock. Pursuant to the program, we repurchased shares of our common stock during October and November of 2012 as set forth in the table below:

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Programs	Dollar Value of Shares That May Yet be Purchased Under the Program
October 1, 2012 — October 31, 2012	1,666,937	$	13.70	1,666,937	54,442,874
November 1, 2012 — November 30, 2012	1,400,725	$	13.80	1,400,725	190,132,279
	3,067,662			3,067,662

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Item 6. Selected Financial Data.

The data set forth below should be read in conjunction with our consolidated financial statements and accompanying notes to these consolidated financial statements. This historical information is not necessarily indicative of future results. The table below contains selected consolidated financial data as of and for the years ended December 31, 2008 through December 31, 2012.

Selected Consolidated Financial Information
	Years Ended December 31,
	2012			2011			2010			2009		2008
	(Dollars in millions, except per share amounts)
Selected Consolidated Statements of Operations Data:
Revenue	$	2,410.5		$	2,316.0		$	2,190.6		$	2,053.5	$	2,155.6
Income from continuing operations before cumulative effect of accounting changes	$	154.1		$	146.2		$	127.0		$	123.1	$	97.6
Loss from discontinued operations, net of tax	$	—		$	—		$	—		$	—	$	(0.4	)
Net income	$	154.1		$	146.2		$	127.0		$	123.1	$	97.2
Net income attributable to noncontrolling interests	$	(1.6	)	$	(1.3	)	$	(0.6	)	$	—	$	(0.1	)
Net income attributable to common stockholders	$	152.5		$	144.9		$	126.4		$	123.1	$	97.1
Earnings per share:
Income from continuing operations attributable to common stockholders
Basic	$	.71		$	.62		$	.51		$	.49	$	.38
Diluted	$	.70		$	.62		$	.50		$	.49	$	.37
Net income attributable to common stockholders
Basic	$	.71		$	.62		$	.51		$	.49	$	.38
Diluted	$	.70		$	.61		$	.50		$	.49	$	.37
Cash dividends declared per share	$	.23		$	.20		$	.16		$	.16	$	.16
Selected Consolidated Balance Sheet Data (at December 31):
Total assets	$	9,683.6		$	9,327.8		$	9,190.5		$	8,890.9	$	8,110.9
Long-term debt (less current maturities), including capital leases	$	1,916.6		$	1,861.1		$	1,832.4		$	1,840.5	$	1,821.4
Equity	$	1,362.8		$	1,412.2		$	1,479.9		$	1,482.8	$	1,293.2
Selected Consolidated Statement of Cash Flows Data:
Net cash provided by operating activities	$	369.2		$	388.1		$	354.4		$	372.1	$	350.3

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Item 7. 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 December 31, 2012, we operated 1,437 funeral service locations and 374 cemeteries (including 213 combination locations) in North America, which are geographically diversified across 43 states, eight Canadian provinces, and the District of Columbia. 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 position is enhanced by our $7.4 billion backlog of future revenues from both trust and insurance-funded sales at December 31, 2012, which is the result of preneed funeral and cemetery sales. Preneed arrangements provide us with a current opportunity to lock-in future market share while deterring the customer from going to a competitor in the future. We believe it adds to the stability and predictability of our revenue and cash flows. While revenue on preneed funeral sales is deferred until the time of need, sales of preneed cemetery property provides opportunities for full current revenue recognition (to the extent we collect 10% from the customer and the property is developed).

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.

Factors affecting our operating results include: demographic trends in terms of population growth and average age, which impact death rates and number of deaths; establishing and maintaining leading market share positions supported by strong local heritage and relationships; effectively responding to increasing cremation trends by selling complementary services and merchandise; controlling salary, merchandise costs, and other expense categories; and exercising pricing leverage related to our at-need revenues. The average revenue per funeral contract is influenced by the mix of traditional and cremation services because our average cremation service revenue is approximately half of the average revenue earned from a traditional burial service. To further enhance revenue opportunities we are developing memorialization products and services that specifically appeal to cremation customers. We believe that these additional products and services will help drive increases in the average revenue for a cremation in future periods.

For further discussion of our key operating metrics, see our Results of Operations and Cash Flow sections below.

Financial Condition, Liquidity and Capital Resources

Capital Allocation Considerations

We rely on cash flow from operations as a significant source of liquidity. Our cash flow from operating activities provided $369.2 million in 2012. In addition, we have $380.4 million in excess borrowing capacity under our bank credit facility. We have no significant maturities of long-term debt until April 2015.

Our bank credit facility requires us to maintain certain leverage and interest coverage ratios. As of December 31, 2012, we were in compliance with all of our debt covenants. Our financial covenant requirements and actual ratios as of December 31, 2012 are as follows:

	Per Credit Agreement	Actual
Leverage ratio	4.00 (Max)	3.10
Interest coverage ratio	3.00 (Min)	4.69

We believe our sources of liquidity can be supplemented by our ability to access the capital markets for additional debt or equity securities. We believe that our cash on hand, future operating cash flows, and the available capacity under our credit facility will give us adequate liquidity to meet our short-term needs as well as our long-term financial obligations.

While the Company has no significant debt maturities until April 2015, we have chosen to make open market debt repurchases when it is opportunistic to do so relative to other capital deployment opportunities. During the year ended December 31, 2012, we redeemed our 7.375% Senior Notes due October 2014 with principal totaling $180.7 million. During the year ended December 31, 2011, we bought our debt securities in the open market with principal totaling $46.0 million.

Our bank credit facility expires in March 2016 and we believe we will be able to successfully renew this at the appropriate time. Our long term liquidity profile assumes that we will have access to the capital markets to refinance our long term debt if, and when, we choose to do so. The Company has a relatively consistent annual cash flow stream which is generally resistant to

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down economic cycles. This cash flow stream is available to substantially reduce our long-term debt maturities should we choose to do so. Furthermore, the Company’s capital expenditures are generally discretionary in nature and can be managed based on the availability of operating cash flow.

We continue to grow awareness for business growth initiatives such as Dignity Memorial, Dignity Planning, and DignityMemorial.com. These growth initiatives are generally not capital intensive. As such, we plan to fund these initiatives using our cash flow from operations. Additionally, we do not believe that these aforementioned initiatives materially impact our short term or long term liquidity needs.

We expect to continue to focus on funding growth initiatives that generate increased profitability, revenue, and cash flows. These capital investments include the construction of high-end cemetery property (such as private family estates) and the construction of funeral home facilities. We will also consider the acquisition of additional deathcare operations that fit our long-term customer-focused strategy, if such acquisitions have the proper return on investment. Our outlook for capital improvements at existing facilities and cemetery development expenditures in 2013 is $105 to $115 million.

Beginning in November 2007, we began to pay quarterly dividends of $0.04 per common share. On February 9, 2011, our Board of Directors approved the payment of a quarterly dividend of $0.05 per common share and on August 7, 2012, approved a quarterly dividend of $0.06 per common share. While we intend to pay regular quarterly cash dividends for the foreseeable future, all future dividends are subject to limitations in our debt covenants and final determination by our Board of Directors each quarter upon review of our financial performance.

Currently, we have approximately $190.1 million authorized under our share repurchase program. We intend to make purchases from time to time in the open market or through privately negotiated transactions, subject to market conditions, debt covenants, and normal trading restrictions. Our credit agreement contains covenants that limit our ability to repurchase our common stock. There can be no assurance that we will buy our common stock under our share repurchase program in the future.

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 decreased $18.9 million to $369.2 million in 2012 from $388.1 million in 2011. This decrease was driven by:

• a $35.7 million increase in vendor payments resulting primarily from improved visibility into company expenditures as a result of our newly installed purchase order system;

• a $21.6 million increase in payroll;

• a $13.3 million decrease in net trust fund withdrawals;

• a $17.0 million increase in cash tax payments; partially offset by,

• a $58.9 million increase in cash receipts from customers resulting from increased revenues primarily from acquisitions and improved collection rates at existing locations; and

• an $8.8 million increase in General Agency (GA) receipts due in part to acquisitions.

Net cash provided by operating activities increased $33.7 million to $388.1 million in 2011 from $354.4 million in 2010. This increase was driven by:

• a $98.2 million increase in cash receipts from customers resulting from increased revenues primarily from acquisitions and improved collection rates at existing locations;

• a $16.3 million increase in tax refunds and lower cash tax payments;

• a $16.7 million increase in General Agency (GA) receipts due in part to acquisitions;

• a $7.6 million increase in net trust fund withdrawals;

• a $3.5 million increase in royalty income; partially offset by,

• a $67.5 million increase in vendor payments resulting primarily from increases in variable costs from the Keystone acquisition;

• a $39.3 million increase in employee compensation as a result of acquisitions; and

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• a $4.0 million increase in cash interest payments.

Investing Activities

Cash flows from investing activities used $175.0 million in 2012 compared to using $190.3 million in 2011. This decrease was primarily attributable to a decrease of $34.1 million in cash spent for acquisitions (primarily the Neptune acquisition in 2011) and a $2.7 million decrease in capital expenditures, partially offset by a $7.0 million decrease in withdrawals of restricted funds and a $14.6 million decrease in cash receipts from divestitures.

Cash flows from investing activities used $190.3 million in 2011 compared to using $279.7 million in 2010. This decrease was primarily attributable to a decrease of $199.5 million in cash spent for acquisitions (primarily the Keystone acquisition in 2010), partially offset by a $66.3 million decrease in cash receipts from divestitures and assets sales, a $23.3 million decrease in withdrawals of restricted funds, and a $20.5 million increase in capital expenditures.

Financing Activities

Financing activities used $231.5 million in 2012 compared to using $238.7 million in 2011. This decrease was primarily driven by a $138.0 million increase in proceeds from the issuance of long-term debt (net of debt issuance costs), a $10.5 million decrease in the repurchases of Company common stock, a $10.2 million increase in proceeds from exercise of stock options, and a $7.0 million increase in bank overdrafts and other, partially offset by a $137.3 million increase in debt payments, a $15.5 million increase in dividend payments, a $3.0 million increase in purchases of non-controlling interest, and a $2.7 million increase in capital lease payments.

Financing activities used $238.7 million in 2011 compared to using $88.2 million in 2010. This increase was primarily driven by a $413.2 million decrease in proceeds from the issuance of long-term debt (net of debt issuance costs) and an $80.4 million increase in the repurchases of Company common stock, partially offset by a $316.2 million decrease in debt payments, a $23.2 million decrease in capital lease payments, and a $6.5 million increase in proceeds from exercise of stock options.

Off-Balance Sheet Arrangements, Contractual Obligations, and Commercial and Contingent Commitments

We have assumed various financial obligations and commitments in the ordinary course of conducting our business. We have contractual obligations requiring future cash payments under existing contractual arrangements, such as debt maturities, interest on long-term debt, operating lease agreements, and employment, consulting, and non-competition agreements. We also have commercial and contingent obligations that result in cash payments only if certain events occur requiring our performance pursuant to a funding commitment.

The following table details our known future cash payments (on an undiscounted basis) related to various contractual obligations as of December 31, 2012.

	Payments Due by Period
Contractual Obligations	2013		2014-2015		2016-2017		Thereafter		Total
			(Dollars in millions)
Debt maturities(1)	$	31.4	$	214.3	$	624.7	$	1,077.6	$	1,948.0
Interest obligation on long-term debt(2)	124.2		238.8		184.1		256.0		803.1
Operating lease agreements(3)	12.1		18.5		13.5		45.3		89.4
Employment, consulting, and non-competition agreements(4)	8.4		12.5		7.8		10.7		39.4
Pension obligation(5)	3.5		6.6		5.3		9.4		24.8
Total contractual obligations	$	179.6	$	490.7	$	835.4	$	1,399.0	$	2,904.7

_________________________________

(1) Our outstanding indebtedness contains standard provisions, such as payment delinquency default clauses and change of control clauses. In addition, our bank credit facility agreement contains a maximum leverage ratio and a minimum interest coverage ratio. See “Capital Allocation Considerations” and Note 10 in Part II, Item 8. Financial Statements and Supplementary Data, for additional details related to our long-term debt.

(2) Approximately 87% of our total debt is fixed rate debt for which the interest obligation was calculated at the stated rate. Future interest obligations on our floating rate debt are based on the current forward rate curve of the underlying index. See Note 10 in Part II, Item 8. Financial Statements and Supplementary Data, for additional information related to our future interest obligations.

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(3) The majority of our lease arrangements contain options to (i) purchase the property at fair value on the exercise date, (ii) purchase the property for a value determined at the inception of the leases, or (iii) renew for the fair rental value at the end of the primary lease term. Our leases primarily relate to funeral service locations and cemetery operating and maintenance equipment. See Note 12 in Part II, Item 8. Financial Statements and Supplementary Data, for additional details related to our leases.

(4) We have entered into management employment, consulting, and non-competition agreements that contractually require us to make cash payments over the contractual period. The agreements have been primarily entered into with certain officers and employees and former owners of businesses acquired. Agreements with contractual periods less than one year are excluded. See Note 12 in Part II, Item 8. Financial Statements and Supplementary Data, for additional details related to these agreements.

(5) See Note 15 in Part II, Item 8. Financial Statements and Supplementary Data, for discussion of our pension plans.

The following table details our known potential or possible future cash payments (on an undiscounted basis) related to various commercial and contingent obligations as of December 31, 2012.

	Expiration by Period
Commercial and Contingent Obligations	2013		2014-2015		2016-2017		Thereafter		Total
			(Dollars in millions)
Surety obligations(1)	$	180.6	$	—	$	—	$	—	$	180.6
Long-term obligations related to uncertain tax positions(2)	$	3.1	95.5		2.5		84.5		185.6
Letters of credit(3)	—		—		33.0		—		33.0
Total commercial and contingent obligations	$	183.7	$	95.5	$	35.5	$	84.5	$	399.2

_________________________________

(1) Represents the aggregate funding obligation associated with our surety bond arrangements assuming our surety partners did not renew any of our surety obligations and we could not find replacement surety assurance. See the section titled “Financial Assurances” following this table in this Form 10-K for more information related to our surety bonds.

(2) In accordance with the Income Tax Topic of the Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC), we have recorded a liability for unrecognized tax benefits and related interest and penalties of $185.6 million as of December 31, 2012. See Note 9 in Part II, Item 8. Financial Statements and Supplementary Data, for additional information related to our uncertain tax positions. These amounts are reflected in the periods when the statutes of limitations expire.

(3) We are occasionally required to post letters of credit, issued by a financial institution, to secure certain insurance programs or other obligations. Letters of credit generally authorize the financial institution to make a payment to the beneficiary upon the satisfaction of a certain event or the failure to satisfy an obligation. The letters of credit are generally posted for one-year terms and are usually automatically renewed upon maturity until such time as we have satisfied the commitment secured by the letter of credit. We are obligated to reimburse the issuer only if the beneficiary collects on the letter of credit. We believe it is unlikely we will be required to fund a claim under our outstanding letters of credit. As of December 31, 2012, the full amount of our letters of credit was supported by our Bank credit facility, which expires in March 2016.

Not included in the above table are potential funding obligations related to our funeral and cemetery merchandise and service trusts. In certain states and provinces, we have withdrawn allowable distributable earnings including unrealized gains prior to the maturity or cancellation of the related contract. Additionally, some states have laws that either require replenishment of investment losses under certain circumstances or impose various restrictions when trust fund values drop below certain prescribed amounts. In the event that our trust investments do not recover from recent market declines, we may be required to deposit portions or all of these amounts into the respective trusts in some future period. As of December 31, 2012, we had unrealized losses of $7.4 million in the various trusts within these states.

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 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.

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	December 31, 2012		December 31, 2011
	(Dollars in millions)
Preneed funeral	$	110.1	$	116.6
Preneed cemetery:
Merchandise and services	114.6		116.6
Pre-construction	7.2		6.3
Bonds supporting preneed funeral and cemetery obligations	231.9		239.5
Bonds supporting preneed business permits	2.9		2.2
Other bonds	17.2		15.4
Total surety bonds outstanding	$	252.0	$	257.1

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 $231.9 million in bonds supporting preneed funeral and cemetery obligations differs from the $180.6 million potential funding obligation disclosed in our “Commercial and Contingent Obligations” table above because 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, at the time we enter into the contract. We would only be required to fund the trust for the portion of the preneed contract for which we have received payment from the customer, less any applicable retainage, in accordance with state law. For the years ended December 31, 2012, 2011, and 2010, we had $18.4 million, $18.9 million, and $18.8 million, respectively, of cash receipts from sales attributable to bonded contracts. 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 due to a lack of surety capacity or surety company non-performance.

Preneed Funeral and Cemetery Activities and Backlog of Contracts

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 merchandise and service trusts until the merchandise is delivered or the service is performed. 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.

Trust-Funded Preneed Funeral and Cemetery Contracts:  The funds collected from customers are deposited into trust and invested by independent trustees in accordance with state and provincial laws. We retain any funds above the amounts required to be deposited into trust accounts and use them for working capital purposes, generally to offset the selling and administrative costs of our preneed programs.

Investment earnings associated with the 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. Our preneed funeral and cemetery trust assets are consolidated and recorded in our consolidated balance sheet at fair market value. Investment earnings on trust assets are generally accumulated in the trust and distributed as the revenue associated with the preneed funeral or cemetery contract is recognized or cancelled by the customer. In certain states and provinces, the trusts are allowed to distribute a portion of the investment earnings to us prior to that date.

If a preneed funeral or cemetery contract is cancelled prior to delivery, state or provincial law determines the amount of the refund owed to the customer, if any, including the amount of the attributed investment earnings. Upon cancellation, we receive the amount of principal deposited to trust and previously undistributed net investment earnings and, where required, issue a refund to the customer. We retain excess funds, if any, and recognize the attributed investment earnings (net of any investment earnings payable to the customer) as revenues in our consolidated statement of operations. In certain jurisdictions, we may be obligated to fund any shortfall if the amounts deposited by the customer exceed the funds in trust. Funds in trust assets exceeded customer deposits at December 31, 2012. See Off-Balance Sheet Arrangements, Contractual Obligations, and Commercial and Contingent Commitments for additional information about potential funding obligations related to our funeral and cemetery merchandise and

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service trusts. Based on our historical experience, we have included a cancellation reserve for preneed funeral and cemetery contracts in our consolidated balance sheet of $131.3 million and $136.0 million as of December 31, 2012 and 2011, respectively.

The cash flow activity over the life of a trust-funded preneed funeral or cemetery contract from the date of sale to its recognition or cancellation is captured in the following operating cash flow line items in our consolidated statement of cash flows:

• Decrease in preneed funeral receivables, net and trust investments;

• Increase in preneed cemetery receivables, net and trust investments;

• Decrease in deferred preneed funeral revenue;

• Increase in deferred preneed cemetery revenue;

• Decrease in deferred preneed funeral receipts held in trust;

• Decrease in deferred preneed cemetery receipts held in trust; and

• Net income.

While the contract is outstanding, cash flow is provided by the amount retained from funds collected from the customer and any distributed investment earnings. At the time of death maturity, we receive the principal and undistributed investment earnings from the funeral trust and any remaining receivable due from the customer. At the time of delivery or storage of cemetery merchandise and service items for which we were required to deposit funds to trust, we receive the principal and undistributed investment earnings from the cemetery trust. There is generally no remaining receivable due from the customer, as our policy is to deliver preneed cemetery merchandise and service items only upon payment of the contract balance in full. This cash flow at the time of service, delivery, or storage is generally less than the associated revenue recognized, thus reducing cash flow from operating activities.

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The tables below detail our North America results of preneed funeral and cemetery production and maturities, excluding insurance contracts, for the years ended December 31, 2012 and 2011.

	North America
	Years Ended December 31,
	2012		2011
	(Dollars in millions)
Funeral:
Preneed trust-funded (including bonded):
Sales production	$	143.0	$	134.5
Sales production (number of contracts)	56,997		38,567
Maturities	$	188.7	$	209.3
Maturities (number of contracts)	53,360		47,476
Cemetery:
Sales production:
Preneed	$	504.8	$	458.9
Atneed	236.5		236.5
Total sales production	$	741.3	$	695.4
Sales production deferred to backlog:
Preneed	$	206.1	$	185.6
Atneed	176.3		178.0
Total sales production deferred to backlog	$	382.4	$	363.6
Revenue recognized from backlog:
Preneed	$	171.2	$	153.9
Atneed	176.3		178.3
Total revenue recognized from backlog	$	347.5	$	332.2

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. These general agency commissions (GA revenues) are based on a percentage per contract sold and are recognized as funeral revenues when the insurance purchase transaction between the customer and third-party insurance provider is completed. Direct selling costs incurred pursuant to the sale of insurance-funded preneed funeral contracts are expensed as incurred. 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 consolidated balance sheet. Approximately 78% of our North America preneed funeral production relates to insurance-funded preneed funeral contracts in both 2012 and 2011.

The third-party insurance company collects funds related to the insurance contract directly from the customer. The life insurance contracts include a death benefit escalation provision, which is expected to offset the inflationary costs of providing the preneed funeral services and merchandise in the future at the prices that were guaranteed at the time of the preneed sale. The customer/policy holder assigns the policy benefits to our funeral home to pay for the preneed funeral contract at the time of need.

The table below details the North America results of insurance-funded preneed funeral production and maturities for the years ended December 31, 2012 and 2011, and the number of contracts associated with those transactions.

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	North America
	Years Ended December 31,
	2012		2011
	(Dollars in millions)
Preneed funeral insurance-funded:
Sales production (1)	$	515.8	$	475.5
Sales production (number of contracts) (1)	87,866		81,883
General agency revenue	$	94.0	$	86.8
Maturities	$	316.6	$	292.9
Maturities (number of contracts)	55,812		53,179

_________________________________

(1) Amounts are not included in our consolidated balance sheet.

North America Backlog of Preneed Funeral and Cemetery Contracts:  The following table reflects our North America backlog of trust-funded deferred preneed funeral and cemetery contract revenues, including amounts related to Deferred preneed funeral and cemetery receipts held in trust at December 31, 2012 and 2011. Additionally, the table reflects our North America backlog of unfulfilled insurance-funded contracts (which are not included in our consolidated balance sheet) at December 31, 2012 and 2011. 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 North America preneed funeral and cemetery receivables and trust investments (market and cost bases) 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 maturities of preneed sales in the future, 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.

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	December 31, 2012						December 31, 2011
	Market			Cost			Market			Cost
	(Dollars in billions)
Deferred preneed funeral revenues	$	0.53		$	0.53		$	0.58		$	0.58
Deferred preneed funeral receipts held in trust	1.34			1.32			1.27			1.29
	$	1.87		$	1.85		$	1.85		$	1.87
Allowance for cancellation on trust investments	(0.15		)	(0.15		)	(0.15		)	(0.15		)
Backlog of trust-funded preneed funeral revenues	$	1.72		$	1.70		$	1.70		$	1.72
Backlog of insurance-funded preneed funeral revenues	3.68			3.68			3.40			3.40
Total backlog of preneed funeral revenues	$	5.40		$	5.38		$	5.10		$	5.12
Preneed funeral receivables and trust investments	$	1.54		$	1.52		$	1.48		$	1.50
Allowance for cancellation on trust investments	(0.14		)	(0.14		)	(0.14		)	(0.14		)
Assets associated with backlog of trust-funded deferred preneed funeral revenues, net of estimated allowance for cancellation	$	1.40		$	1.38		$	1.34		$	1.36
Insurance policies associated with insurance-funded deferred preneed funeral revenues, net of estimated allowance for cancellation	3.68			3.68			3.40			3.40
Total assets associated with backlog of preneed funeral revenues, net of estimated allowance for cancellation	$	5.08		$	5.06		$	4.74		$	4.76
Deferred preneed cemetery revenues	$	0.86		$	0.86		$	0.83		$	0.83
Deferred preneed cemetery receipts held in trust	1.29			1.23			1.15			1.15
	$	2.15		$	2.09		$	1.98		$	1.98
Allowance for cancellation on trust investments	(0.15		)	(0.15		)	(0.16		)	(0.16		)
Total backlog of deferred cemetery revenues	$	2.00		$	1.94		$	1.82		$	1.82
Preneed cemetery receivables and trust investments	$	1.82		$	1.76		$	1.60		$	1.59
Allowance for cancellation on trust investments	(0.16		)	(0.16		)	(0.15		)	(0.15		)
Total assets associated with backlog of deferred cemetery revenues, net of estimated allowance for cancellation	$	1.66		$	1.60		$	1.45		$	1.44

The market value of our funeral and cemetery trust investments was based on a combination of quoted market prices, observable inputs such as interest rates or yield curves, and appraisals. For more information on how market values are estimated, see Critical Accounting Policies below. 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.

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 and/or escrow accounts until the merchandise is delivered or the service is performed. Investment earnings associated with the 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 and provincial law to pay a portion of the proceeds from the preneed or atneed 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 distributed and are intended to offset the expense to maintain the cemetery property. The majority of states require that net capital gains or losses are retained and added to the corpus, but certain states allow the net realized capital gains and losses to be included in the net ordinary earnings that are distributed.

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Independent trustees manage and invest all of the funds deposited into the 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 and provincial regulations. All of the trustees engage the same independent investment advisor indirectly through SCI's wholly-owned registered investment advisor. 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. The investments are also governed by state and provincial guidelines. Asset allocation is based on the liability structure of each funeral, cemetery, and perpetual care 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 and (2) preserving capital within acceptable levels of volatility and risk. 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. All of the trusts seek to control risk and volatility through a combination of asset styles, asset classes, and institutional investment managers.

As of the end of the year, 84% of our trusts were under the control and custody of two large financial institutions engaged as preferred trustees. The 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 investments and real estate investment trusts. These investments are typically 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. The SCI trusts have direct investments primarily in government and corporate 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. The SCI 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 the 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, we believe these securities are well-diversified. As of December 31, 2012, the largest single equity position represented less than 1% of the total equity securities portfolio.

Mutual Funds

The SCI 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. The 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 typically accessed through LLCs established by certain preferred trustees. These LLCs invest in numerous limited partnerships, including private equity, fund of funds, distressed debt, and mezzanine financing. The trustees that have oversight of their respective LLCs work closely with the investment advisor in making all current investments.

Trust Investment Performance

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The trust fund income recognized over a period of years from these investment assets can be volatile. During the twelve months ended December 31, 2012, the Standard and Poor’s 500 Index increased approximately 16.0% and the Barclay’s Aggregate Index increased approximately 4.2%, while the combined SCI trust assets increased approximately 12.1%.

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.

Results of Operations — Years Ended December 31, 2012, 2011, and 2010

Management Summary

Key developments in 2012 were as follows:

• Funeral gross profit increased $18.4 million, or 5.6%, due to higher case volume primarily from preneed memorial merchandise sales of The Neptune Society and higher General Agency revenues, partially offset by lower atneed revenues and higher selling-related expenses related to preneed sales initiatives.

• Cemetery gross profit increased $28.3 million, or 19.1%, due to an increase in preneed property sales production and trust fund income, partially offset by higher selling-related expenses and property costs.

Results of Operations — Years Ended December 31, 2012, 2011, and 2010

In 2012, we reported consolidated net income attributable to common stockholders of $152.5 million ($0.70 per diluted share) compared to net income attributable to common stockholders in 2011 of $144.9 million ($0.61 per diluted share) and net income attributable to common stockholders in 2010 of $126.4 million ($0.50 per diluted share). These results were impacted by certain significant items that decreased earnings, including:

	2012			2011			2010
	(Dollars in thousands)
Net after-tax losses from the sale of assets	$	(1,571	)	$	(1,774	)	$	(2,245	)
After-tax losses from the early extinguishment of debt, net	$	(14,366	)	$	(2,184	)	$	(5,928	)
After-tax expenses related to acquisitions	$	(5,905	)	$	(1,408	)	$	(9,383	)
Change in certain tax reserves and other	$	(620	)	$	(2,629	)	$	(5,033	)

Consolidated Versus Comparable Results — Years Ended December 31, 2012, 2011, and 2010

The table below reconciles our consolidated GAAP results to our comparable, or “same store,” results for the years ended December 31, 2012, 2011, and 2010. We define comparable operations (or same store operations) as those funeral and cemetery locations owned by us for the entire period beginning January 1, 2011 and ending December 31, 2012. The following tables present operating results for funeral and cemetery locations that were owned by us for these years.

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2012	Consolidated		Less: Activity Associated with Acquisition/New Construction			Less: Activity Associated with Divestitures			Comparable
	(Dollars in millions)
North America Revenue
Funeral revenue	$	1,619.7	$	89.9		$	2.2		$	1,527.6
Cemetery revenue	784.7		0.2			0.2			784.3
	2,404.4		90.1			2.4			2,311.9
Germany revenue	6.1		—			—			6.1
Total revenue	$	2,410.5	$	90.1		$	2.4		$	2,318.0
North America Gross Profits
Funeral gross profits (losses)	$	348.7	$	9.5		$	(1.8	)	$	341.0
Cemetery gross profits (losses)	176.1		(0.4		)	(0.2		)	176.7
	524.8		9.1			(2.0		)	517.7
Germany gross profits	0.4		—			—			0.4
Total gross profits (losses)	$	525.2	$	9.1		$	(2.0	)	$	518.1

2011	Consolidated		Less: Activity Associated with Acquisition/New Construction			Less: Activity Associated with Divestitures			Comparable
	(Dollars in millions)
North America Revenue
Funeral revenue	$	1,566.9	$	45.5		$	7.1		$	1,514.3
Cemetery revenue	742.5		—			4.9			737.6
	2,309.4		45.5			12.0			2,251.9
Germany revenue	6.6		—			—			6.6
Total revenue	$	2,316.0	$	45.5		$	12.0		$	2,258.5
North America Gross Profits
Funeral gross profits (losses)	$	330.2	$	4.5		$	(1.0	)	$	326.7
Cemetery gross profits (losses)	147.8		(0.9		)	0.3			148.4
	478.0		3.6			(0.7		)	475.1
Germany gross profits	0.5		—			—			0.5
Total gross profits (losses)	$	478.5	$	3.6		$	(0.7	)	$	475.6

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2010	Consolidated		Less: Activity Associated with Acquisition/New Construction			Less: Activity Associated with Divestitures			Comparable
	(Dollars in millions)
North America Revenue
Funeral revenue	$	1,486.3	$	0.3		$	18.0		$	1,468.0
Cemetery revenue	697.7		—			9.8			687.9
	2,184.0		0.3			27.8			2,155.9
Germany revenue	6.6		—			—			6.6
Total revenue	$	2,190.6	$	0.3		$	27.8		$	2,162.5
North America Gross Profits
Funeral gross profits (losses)	$	316.1	$	(0.4	)	$	(0.6	)	$	317.1
Cemetery gross profits (losses)	132.2		(0.5		)	0.5			132.2
	448.3		(0.9		)	(0.1		)	449.3
Germany gross profits	0.9		—			—			0.9
Total gross profits (losses)	$	449.2	$	(0.9	)	$	(0.1	)	$	450.2

The following table provides the data necessary to calculate our consolidated average revenue per funeral service for the years ended December 31, 2012, 2011, and 2010. 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 number of funeral services performed during the period.

	2012		2011		2010
	(Dollars in millions, except average revenue per funeral service)
Consolidated funeral revenue	$	1,625.8	$	1,573.5	$	1,492.9
Less: GA revenues	94.0		86.8		68.3
Less: Other revenues	64.7		37.1		11.2
Adjusted Consolidated funeral revenue	$	1,467.1	$	1,449.6	$	1,413.4
Consolidated funeral services performed	283,516		277,983		270,351
Consolidated average revenue per funeral service	$	5,175	$	5,215	$	5,228

The following table provides the data necessary to calculate our comparable average revenue per funeral service for the years ended December 31, 2012, 2011, and 2010. We calculate average revenue per funeral service by dividing comparable funeral revenue, excluding General Agency (GA) revenues and other revenues to avoid distorting our averages of normal funeral services revenue, by the comparable number of funeral services performed during the period.

	2012		2011		2010
	(Dollars in millions, except average revenue per funeral service)
Comparable funeral revenue	$	1,533.7	$	1,520.9	$	1,474.6
Less: GA revenues	92.1		86.6		68.1
Less: Other revenues	13.9		9.1		11.0
Adjusted Comparable funeral revenue	$	1,427.7	$	1,425.2	$	1,395.5
Comparable funeral services performed	260,273		265,549		266,732
Comparable average revenue per funeral service	$	5,485	$	5,367	$	5,232

Funeral Results

Funeral Revenue

Consolidated revenues from funeral operations increased $52.3 million to $1,625.8 million for the year ended December 31, 2012 from $1,573.5 million for the same period in 2011. This increase is primarily attributable to the $12.8 million increase in comparable revenues described below and $44.4 million of additional revenues as the result of acquisitions in 2012 and 2011.

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These increases were partially offset by a decline of $4.9 million in revenues contributed by non-strategic assets that were divested throughout 2012 and 2011. Comparable revenues from funeral operations were $1,533.7 million for the year ended December 31, 2012 compared to $1,520.9 million for the same period in 2011. This increase was primarily due to the 2.2% increase in average revenue per funeral service described below and a $5.5 million increase in GA revenues that resulted from increased preneed insurance production. These increases were partially offset by the 2.0% decrease in the number of comparable funeral services performed as described below.

Consolidated revenues from funeral operations increased $80.6 million in 2011 compared to the same period in 2010. This increase is primarily due to the increase in comparable revenues described below and $45.2 million of additional revenues as the result of acquisitions in 2011 and 2010, partially offset by a decline of $10.9 million in revenues contributed by non-strategic assets that were divested throughout 2011 and 2010. Our comparable funeral revenues increased $46.3 million, or 3.1%, in 2011 compared to the same period in 2010 primarily as a result of the 2.6% increase in the average revenue per funeral service described below and an $18.5 million increase in GA revenues that resulted from increased preneed funeral insurance production.

Funeral Services Performed

Our consolidated funeral services performed increased 2.0% during the year ended December 31, 2012 compared to the same period in 2011, primarily as the result of acquisitions in 2012 and 2011, partially offset by a 2.0% decline in comparable funeral services performed noted below. Our comparable funeral services performed decreased 2.0% during the year ended December 31, 2012 compared to the same period in 2011. We believe the comparable decrease is consistent with trends experienced by other funeral service providers and industry vendors compared to the year ended December 31, 2011. Our comparable cremation rate of 45.1% in 2012 increased from 44.5% and 41.9% in 2011 and 2010, respectively. This growth in comparable cremations was generated equally by cremations with service and direct cremations. While the average revenue for cremations of either type is lower than that for traditional burials, we continue to expand our cremation memorialization product and service offerings, which have resulted in higher average sales for cremation services.

Average Revenue Per Funeral Service

Our consolidated average revenue per funeral service decreased $40, or 0.8%, in 2012 compared to 2011, primarily as a result of our acquisition of Neptune which has a lower average, partially offset by the increase in comparable average revenue per funeral service described below. Our comparable average revenue per funeral increased $118, or 2.2%, in 2012 compared to the same period in 2011. Excluding an unfavorable Canadian currency impact and higher funeral trust fund income, the average revenue per funeral service experienced 2.2% growth despite the increase in cremation rates. The increase is primarily from initiatives centered around better consumer choice and flexibility, such as enhanced dignity packaging, increased receptions and events offerings, and expansion of floral offering through e-commerce solutions.

Funeral Gross Profit

Consolidated funeral gross profits increased $18.4 million in 2012 compared to the same period in 2011. This increase is primarily attributable to $5.0 million of additional gross profits related to acquisitions that occurred in 2012 and 2011 and the increase in comparable funeral gross profits described below.

Comparable funeral gross profits increased $14.2 million, or 4.3%, and the comparable gross margin percentage increased from 21.5% to 22.3% when compared to the same period in 2011 primarily as a result of the increase in comparable revenue described above and lower overall cost from enhancing the efficiency of our labor force, partially offset by a $5.5 million increase in heath insurance.

Consolidated funeral gross profits increased $13.7 million, or 4.3%, in 2011 as compared to 2010 primarily attributable to $4.9 million of additional profits related to acquisitions that occurred in 2011 and 2010 and the increase in comparable funeral gross profits described below.

• Gross profit from our comparable funeral locations increased $9.2 million, or 2.9%, in 2011 compared to 2010. This increase is primarily a result of the increase in comparable revenue described above being more than offset by;

• a $16.3 million increase in comparable selling costs resulting from increased advertising and increased commissions for preneed production. Selling costs are recognized in the period incurred; however, the revenue associated with the preneed production is not recognized until the services are performed as described in Critical Accounting Policies, Recent Accounting Pronouncements, and Accounting Changes below;

• an $11.9 million increase in salary expense as the result of the Keystone acquisition; and

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• a $5.6 million increase in direct costs of services performed as the result of the increase in funeral revenue described above.

Cemetery Results

Cemetery Revenue

Consolidated revenues from our cemetery operations increased $42.2 million, or 5.7%, in 2012 compared to 2011 primarily as a result of the increase in comparable revenues described below and $0.2 million in additional revenues generated by acquisitions in 2012 and 2011, partially offset by a decline of $4.7 million in revenues contributed by non-strategic assets that were divested throughout 2012 and 2011. Comparable cemetery revenues increased $46.7 million, or 6.3%, in 2012 when compared with 2011. This increase was primarily driven by a $42.8 million increase in recognized property revenues as a result of 2012 marketing initiatives and an $8.9 million increase in trust fund income as the result of improved conditions in the equity and debt markets in 2012 compared to 2011, partially offset by a $3.2 million decrease in royalty income.

Consolidated revenues from our cemetery operations increased $44.8 million, or 6.4%, in 2011 compared to 2010 primarily as a result of the increase in comparable revenues described below, partially offset by a decline of $4.9 million in revenues contributed by non-strategic assets that were divested throughout 2011 and 2010. Comparable cemetery revenues increased $49.7 million, or 7.2%, in 2011 when compared with 2010. This increase was primarily driven by a $45.3 million increase in recognized property revenues as a result of 2011 marketing initiatives and a $10.6 million increase in trust fund income as the result of improved conditions in the equity and debt markets in 2011 compared to 2010.

Cemetery Gross Profits

Consolidated cemetery gross profit increased $28.3 million, or 19.1%, in 2012 compared to 2011. This increase is primarily the result of the increase in comparable gross profits. Comparable cemetery gross profits increased $28.3 million, or 19.1%, and our comparable gross margin percentage increased from 20.1% to 22.5% in 2012 compared to the same period in 2011. This increase is primarily the result of higher preneed revenues resulting from strong cemetery preneed production, partially offset by;

• a $9.3 million increase in selling costs stemming from increased advertising and increased commissions on preneed production;

• a $5.2 million increase in property cost of sales as a result of higher property sales; and

• a $2.6 million increase in health insurance.

Consolidated cemetery gross profit increased $15.6 million, or 11.8%, in 2011 compared to 2010. This increase is primarily the result of the increase in comparable gross profits. Comparable cemetery gross profits increased $16.2 million, or 12.3%, and our comparable gross margin percentage increased from 19.2% to 20.1% in 2011 compared to the same period in 2010. This increase is primarily the result of the increase in comparable revenues described above, partially offset by;

• a $16.0 million increase in selling costs stemming from increased advertising and increased commissions on preneed production;

• a $5.9 million increase in property and merchandise costs driven by higher revenues described above;

• a $7.4 million increase in general and administrative expenses including employee related costs and other professional fees; and

• a $4.2 million increase in maintenance expense driven by higher revenue.

Other Financial Statement Items

General and Administrative Expenses

General and administrative expenses increased $20.0 million to $123.9 million in 2012 compared to $103.9 million in 2011. The increase is primarily due to a $8.9 million increase in employee-related compensation plan expenses, a $6.9 million increase in acquisition and transition costs, and a $6.5 million increase in general liability insurance claims. General and administrative expenses increased $0.2 million to $103.9 million in 2011 compared to $103.7 million in 2010. The increase is primarily due to a $9.0 million increase in employee-related compensation plan expenses, partially offset by a $6.7 million decrease in acquisition and transition costs and a $1.8 million decrease in professional service fees.

(Losses) Gains on Divestitures and Impairment Charges, Net

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In 2012, we recognized an $1.5 million net pre-tax loss on asset divestitures and impairments. This loss was primarily due to the impairments and asset divestitures associated with non-strategic funeral and cemetery locations in the United States and Canada.

In 2011, we recognized an $11.0 million net pre-tax loss on asset divestitures and impairments. This loss was primarily due to the impairments and asset divestitures associated with non-strategic funeral and cemetery locations in the United States and Canada.

In 2010, we recognized an $8.5 million net pre-tax gain on asset divestitures and impairments. This gain was primarily due to a $6.2 million gain on assets we owned that were divested under our agreement with the Federal Trade Commission arising from our acquisition of Keystone North America and net gains of $10.3 million on divestitures of certain non-strategic funeral and cemetery assets in the United States and Canada, partially offset by $8.0 million in impairment charges on certain intangible assets and other asset divestitures.

Interest Expense

Interest expense increased $1.3 million to $135.1 million in 2012 compared to $133.8 million in 2011. The increase in interest expense is primarily due to the November 2012 issuance of our 4.50% Senior Notes due November 2020 and an increase in our balance on the bank credit facility, offset by lower interest expenses incurred on early extinguished debt.

Interest expense increased $5.6 million to $133.8 million in 2011 compared to $128.2 million in 2010. The increase in interest expense is primarily due to the November 2010 issuance of our 7.0% Senior Notes due May 2019, partially offset by open market debt repurchases in 2011 and 2010. Certain of these debt repurchases were refinanced through our credit facility, which has a lower interest rate.

Losses on Early Extinguishment of Debt, Net

During 2012, we redeemed our 7.375% Senior Notes due October 2014 with an aggregate principal amount of $180.7 million. This transaction resulted in the recognition of a loss of $22.7 million recorded in Losses on early extinguishment of debt, net in our consolidated statement of operations, which represents the write-off of unamortized deferred loan costs of $1.3 million and $21.4 million in a make-whole provision paid in cash upon retiring the debt. This refinancing allowed the company to replace 7.375% debt due in 2014 with 4.5% debt due in 2020.

During 2011, we repaid $20.0 million of amounts drawn on our bank credit facility and made debt payments of $46.0 million, which included $3.8 million aggregate principal amount of our 7.875% Senior Notes due February 2013, $20.8 million aggregate principal amount of our 6.75% Senior Notes due April 2015, and $15.6 million aggregate principal amount of our 6.75% Senior Notes due April 2016. These transactions resulted in the recognition of a loss of $3.5 million recorded in Losses on early extinguishment of debt, net in our consolidated statement of operations, which represents the write-off of unamortized deferred loan costs of $0.4 million and $3.1 million in premium on the purchase of these notes.

During 2010, we repaid $260 million of amounts drawn on our bank credit facility and made debt payments of $122.2 million, which included $25.5 million aggregate principal amount of our 7.875% Debentures due February 2013, $70.5 million aggregate principal amount of our 7.375% Senior Notes due October 2014, $3.0 million aggregate principal amount of our 6.75% Senior Notes due April 2015, and $20.1 million aggregate principal amount of our 6.75% Senior Notes due April 2016. These transactions resulted in the recognition of a loss of $3.5 million recorded in Losses on early extinguishment of debt, net in our consolidated statement of operations, which represents the write-off of unamortized deferred loan costs of $1.4 million and $8.0 million in premium on the purchase of these notes.

Other Income (Expense), Net

Other income (expense), net increased $4.5 million to $3.7 million of income in 2012 compared to $0.8 million of expense in 2011, primarily due to a favorable foreign currency exchange impact between U.S. and Canadian subsidiaries.

Other income (expense), net decreased $3.8 million to $0.8 million of expense in 2011 compared to $3.0 million of income in 2010, primarily due to a favorable foreign currency exchange impact from liability settlements between U.S. and Canadian subsidiaries.

Provision for Income Taxes

The 2012 consolidated effective tax rate was 37.3%, compared to 35.2% and 42.1% in 2011 and 2010, respectively. We reached a partial settlement with the Internal Revenue Service ("IRS") in connection with its audit of our affiliate's, SCI Funeral and Cemetery Purchasing Cooperative, 2003 - 2005 federal income tax returns. As a result, the Company made a $6.6 million tax payment which reduced our tax expense by $3.1 million for adjustments to our "unrecognized tax benefits" - that is, the aggregate

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tax effect of differences between tax return positions and the benefits recognized in our financial statements. Our 2012 effective tax rate includes the benefit associated with the closure of that tax audit.

We sold our Puerto Rican subsidiary in the third quarter of 2011. Our outside tax basis in the business was significantly higher than our book basis. Consequently, we recognized a tax loss that was significantly higher than the book loss on the sale which is permanent in nature. The lower effective tax rate for the year ended December 31, 2011 as compared to 2012 and 2010 was primarily due to that sale.

Our 2010 effective tax rate was negatively impacted by permanent book and tax basis differences related to North American asset divestitures. During 2010 we recognized US tax on the post-acquisition integration of certain Keystone entities into SCI's structure. Our overall foreign tax expense increased in 2010 due to an increase in foreign earnings. This increase was partially offset by a decrease in foreign statutory rates. In 2010 our state tax expense was impacted by permanent items affecting our overall effective rate as well as an increase in state statutory tax rates.

During 2010, the Internal Revenue Service approved three requests for tax accounting method changes relating to the recognition of trust earnings accumulated in cemetery and funeral trusts, revenue from preneed sales of cemetery merchandise, and revenue from non-trusted customer payments for preneed funeral contracts. The effective date for these tax accounting method changes is for the fiscal year ended December 31, 2010. In accordance with §481(a) of the US Internal Revenue Code this adjustment recalculates the income previously recognized to determine what should have been recognized under the new tax accounting method. The cumulative impact of these accounting method changes resulted in an adjustment under §481(a) for 2010 of $190.3 million that represents a decrease in 2011 taxable income, a decrease in a previously recognized deferred tax asset related to deferred revenue, and an increase in our deferred tax asset related to our net operation loss carryover. Although these changes had no tax impact on the overall effective tax rate, there was a savings in cash taxes including a refund of our 2010 Federal estimated tax payments of $7.1 million which was received in 2011.

Weighted Average Shares

The diluted weighted average number of shares outstanding was 219.1 million in 2012, compared to 236.7 million in 2011, and 250.6 million in 2010. The decrease in all years reflects the impact of shares repurchased under our share repurchase program.

Critical Accounting Policies, Recent Accounting Pronouncements, and Accounting Changes

Our consolidated financial statements are impacted by the accounting policies used and the estimates and assumptions made by management during their preparation. See Note 2 in Part II, Item 8. Financial Statements and Supplementary Data, for more information. Estimates and assumptions affect the carrying values of assets and liabilities and disclosures of contingent assets and liabilities at the balance sheet date. Actual results could differ from such estimates due to uncertainties associated with the methods and assumptions underlying our critical accounting measurements. The following is a discussion of our critical accounting policies pertaining to revenue recognition, business combinations, valuation of goodwill, valuation of intangible assets, valuation of long-lived assets, loss contract analysis, the use of estimates, fair value measurements, and non-controlling interests.

Revenue Recognition

Funeral revenue is recognized when funeral services are performed or funeral merchandise is delivered. Our trade receivables primarily consist of amounts due for funeral services already performed. Revenue associated with cemetery merchandise and services is recognized when the service is performed or merchandise is delivered.

Under the Revenue Recognition Topic of the ASC revenue from constructed cemetery property is not recognized until a minimum percentage of the sales price has been collected. The revenues associated with a preneed cemetery contract, however, may be recognized as different contract events occur. Preneed sales of cemetery interment rights (cemetery burial property) are recognized when a minimum of 10% of the sales price has been collected and the property has been constructed or is available for interment. For services and non-personalized merchandise (such as vaults), we defer the revenues until the services are performed and the merchandise is delivered. For personalized marker merchandise, with the customer’s direction generally obtained at the time of sale, we can choose to order, store, and transfer title to the customer. In situations in which we have no further obligation or involvement related to the merchandise, we recognize revenues and record the cost of sales in accordance with the Revenue Recognition Topic of the ASC upon the earlier of vendor storage of these items or delivery in our cemetery.

Valuation of Goodwill

We record the excess of purchase price over the fair value of identifiable net assets acquired in business combinations as goodwill. Goodwill is tested annually for impairment by assessing the fair value of each of our reporting units. We test for impairment of goodwill in accordance with the Intangibles Topic of the ASC annually during the fourth quarter.

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Our goodwill impairment test involves estimates and management judgment. In the first step of our goodwill impairment test, we compare the fair value of a reporting unit to its carrying amount, including goodwill. We determine fair value of each reporting unit using both a market and income approach. Our methodology considers discounted cash flows and multiples of EBITDA (earnings before interest, taxes, depreciation, and amortization) for both SCI and its competitors. The discounted cash flow valuation uses projections of future cash flows and includes assumptions concerning future operating performance and economic conditions that may differ from actual future cash flows. We do not record an impairment of goodwill in instances where the fair value of a reporting unit exceeds its carrying amount. If the aggregate fair value is less than the related carrying amount for a reporting unit, we compare the implied fair value of goodwill (as defined in the Intangibles Topic of the ASC) to the carrying amount of goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. Based on our most recent annual impairment test performed during the fourth quarter with amounts recorded as of October 1, 2012, we concluded that there was no impairment of goodwill.

For our most recent annual impairment test performed in the fourth quarter, we used growth rates ranging from 1.9% to 6.2% over a five-year period, plus a terminal value determined using the constant growth method, in projecting our future cash flows. We used an 8.5% discount rate, which reflected our weighted average cost of capital based on our capital structure, as adjusted for equity risk premiums. Fair value was calculated as the sum of the projected discounted cash flows of our reporting units over the next five years plus terminal value at the end of those five years. Our terminal value was calculated using long-term growth rates of 2.5% and 2.9% for our funeral and cemetery reporting units, respectively.

In addition to our annual review, we assess the impairment of goodwill whenever events or changes in circumstances indicate that the carrying value may be greater than fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results and significant negative industry or economic trends. No interim goodwill impairments reviews were performed in 2012.

Valuation of Intangible Assets

Our intangible assets include customer relationships, trademarks and tradenames, and other assets primarily resulting from acquisitions. Our trademark and tradenames and water rights assets are considered to have an indefinite life and are not subject to amortization. We test for impairment of intangible assets in accordance with the Intangibles Topic of the ASC annually during the fourth quarter.

Our intangible assets impairment tests involve estimates and management judgment. For trademark and tradenames, our test uses the relief from royalty method whereby we determine the fair value of the assets by discounting the cash flows that represent a savings over having to pay a royalty fee for use of the trademark and tradenames. The discounted cash flow valuation uses projections of future cash flows and includes assumptions concerning future operating performance and economic conditions that may differ from actual future cash flows. For our most recent annual impairment test performed in the fourth quarter using October 1 data, we estimated that the pre-tax savings would be 4.0% of the revenues associated with the trademark and tradenames, based primarily on our research of intellectual property valuation and licensing databases. We also assumed a terminal growth rate of 2.5% and 2.9% for our funeral and cemetery segments, respectively, and discounted the cash flows at an 8.7% discount rate based on the relative risk of these assets to our overall business. Based on our annual impairment test performed during the fourth quarter, we recorded a $1.2 million impairment in (Losses) gains on divestitures and impairment charges, net on certain license assets.

In addition to our annual review, we assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying value may be greater than the fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results and significant negative industry or economic trends. No interim intangible impairment reviews were performed in 2012.

Valuation of Long-Lived Assets

We review the carrying value of our long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable, in accordance with the Intangibles and Property, Plant, and Equipment Topics of the ASC. This guidance requires that long-lived assets to be held and used are reported at the lower of their carrying amount or fair value. Fair value is based on an income approach that utilizes projections of undiscounted future cash flows expected to be generated by our long-lived assets.

Assets to be disposed of and assets not expected to provide any future service potential are recorded at the lower of their carrying amount or fair value less estimated cost to sell. For additional information regarding impairment or disposal of long-lived assets, see Note 20 in Part II, Item 8. Financial Statements and Supplementary Data.

Loss Contract Analysis

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We perform an analysis to determine whether our preneed contracts are in a loss position, which would necessitate a charge to earnings. For this analysis, we add the sales prices of the underlying contracts and net realized earnings, then subtract net unrealized losses to derive the net amount of estimated proceeds for contracts as of the balance sheet date. We consider unrealized gains and losses based on current market prices quoted for the investments, and we do not include future expected returns on the investments in our analysis. We compare our estimated proceeds to the estimated direct costs to deliver our contracts, which consist primarily of funeral and cemetery merchandise costs and salaries, supplies, and equipment related to the delivery of a preneed contract. If a deficiency were to exist, we may record a charge to earnings and a corresponding liability for the expected loss on delivery of those contracts from our backlog. As of December 31, 2012, no such charge was required. Due to the positive margins of our preneed contracts and the trust portfolio returns we have experienced in prior years, we believe there is currently capacity for additional market depreciation before a loss contract would result.

Use of Estimates

The preparation of financial statements in conformity with Generally Accepted Accounting Principles in the United States (GAAP) requires management to make certain estimates and assumptions. These estimates and assumptions affect the carrying values of assets and liabilities and disclosures of contingent assets and liabilities at the balance sheet date. Actual results could differ from such estimates due to uncertainties associated with the methods and assumptions underlying our critical accounting measurements. Key estimates used by management include:

Allowances — We provide various allowances and/or cancellation reserves for our funeral and cemetery preneed and atneed receivables, as well as for our preneed funeral and preneed cemetery deferred revenues. These allowances are based on an analysis of historical trends and include, where applicable, collection and cancellation activity. We also record an estimate of general agency revenues that may be cancelled in their first year and revenue would be charged back by the insurance company. These estimates are impacted by a number of factors, including changes in economy, relocation, and demographic or competitive changes in our areas of operation.

Valuation of trust investments — The trust investments include marketable securities that are classified as available-for-sale in accordance with the Investments in Debt and Equity Securities Topic of the ASC. When available, we use quoted market prices for specific securities. When quoted market prices are not available for the specific security, fair values are estimated by using either quoted market prices for securities with similar characteristics or a fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment terms, rating, and tax exempt status.

The valuation of private equity and other 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 instruments. The underlying real estate value is determined using the most recent appraisals. The private equity investments are valued using appraisals and a discounted cash flow methodology depending on the underlying assets. The appraisals assess value based on a combination of replacement cost, comparative sales analysis, and discounted cash flow analysis. See Fair Value Measurements below for additional information.

Legal liability reserves — Contingent liabilities, principally for legal matters, are recorded when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated in accordance with the Contingencies Topic of the ASC. Liabilities accrued for legal matters require judgments regarding projected outcomes and a range of loss based on historical experience and recommendations of legal counsel. However, litigation is inherently unpredictable and excessive verdicts do occur. As disclosed in Note 12 in Part II, Item 8. Financial Statements and Supplementary Data, our legal exposures and the ultimate outcome of these legal proceedings could be material to operating results or cash flows in any given quarter or year.

Depreciation of long-lived assets — We depreciate our long-lived assets ratably over their estimated useful lives. These estimates of useful lives may be affected by such factors as changing market conditions or changes in regulatory requirements.

Valuation of assets acquired and liabilities assumed — We have applied the guidance in the Business Combinations Topic of the ASC to our business combinations. Tangible and intangible assets and liabilities assumed are recorded at their fair value and goodwill is recognized for any difference between the price of acquisition and our fair value determination. We have customarily estimated our purchase costs and other related transactions known to us at closing of the acquisition. To the extent that information not available to us at the closing date subsequently became available during the allocation period, we have adjusted our goodwill, assets, or liabilities associated with the acquisition.

Income taxes — We compute income taxes using the liability method. Our ability to realize the benefit of our federal, state and foreign deferred tax assets requires us to achieve certain future earnings levels. We have established a valuation allowance against a portion of our deferred tax assets and we could be required to further adjust that valuation allowance if market conditions change materially and future earnings are, or are projected to be, significantly different than our current estimates.

38

During the fourth quarter of 2010 the Company underwent a restructuring of its Canadian subsidiaries. The restructuring triggered a U.S. dividend of $6.9 million for which U.S. federal taxes have been provided for the year ended December 31, 2010. The dividend is less than current year earnings and other prior year earnings required to be permanently reinvested. At December 31, 2012 and 2011, U.S. income taxes had not been provided on $263.1 million and $93.0 million, respectively, of the remaining undistributed earnings of our Canadian subsidiaries. We intend to permanently reinvest these undistributed foreign earnings in those businesses outside the United States. It is not practicable to determine the amount of federal income taxes, if any, that might become due if such earnings are repatriated.

We file income tax returns, including tax returns for our subsidiaries, with U.S. federal, state, local, and foreign jurisdictions. Our tax returns are subject to routine compliance review by the various federal, state, and foreign taxing authorities in the jurisdictions in which we have operated and filed tax returns in the ordinary course of business. We accrue tax expense to reduce our tax benefits in those situations where it is more likely than not that we will not prevail against the tax authorities should they challenge the tax return position that gave rise to the benefit. We believe that our tax returns are materially correct as filed, and we will vigorously defend any challenges and proposed adjustments to those filings made by the tax authorities. A number of years may elapse before particular tax matters, for which we have established accruals, are audited and finally resolved. The number of tax years that may be subject to a tax audit varies depending on the tax jurisdiction. Current audits are occurring in the United States and various state and foreign locations covering open tax years through 2010. The Internal Revenue Service is in various stages of auditing tax years 1999 through 2005 and have notified us that the 2008 through 2010 federal returns have been selected for audit. While it is often difficult to predict the final outcome or the timing of resolution of any particular tax matter, we believe that our accruals reflect the probable outcome of known tax contingencies. Unfavorable settlement of any particular issue would reduce a deferred tax asset or require the payment of cash. Favorable resolution could result in reduced income tax expense reported in the financial statements in the future. Our tax accruals for uncertain tax positions are presented in the balance sheet within Other liabilities.

Pension cost — Our pension plans are frozen with no benefits accruing to participants except interest. Pension costs and liabilities are actuarially determined based on certain assumptions, including the discount rate used to compute future benefit obligations. Weighted-average discount rates used to determine net periodic pension cost were 4.05% and 4.41% as of December 31, 2012 and 2011, respectively. We verify the reasonableness of the discount rate by comparing our rate to the rate earned on high-quality fixed income investments, such as the Moody’s Aa index.

Insurance loss reserves — We purchase comprehensive general liability, morticians and cemetery professional liability, automobile liability, and workers’ compensation insurance coverages structured with high deductibles. This high-deductible insurance program means we are primarily self-insured for claims and associated costs and losses covered by these policies. Historical insurance industry experience indicates a high degree of inherent variability in assessing the ultimate amount of losses associated with casualty insurance claims. This is especially true with respect to liability and workers’ compensation exposures due to the extended period of time that transpires between when the claim might occur and the full settlement of such claim, often many years. We continually evaluate loss estimates associated with claims and losses related to these insurance coverages falling within the deductible of each coverage. Assumptions based on factors such as claim settlement patterns, claim development trends, claim frequency and severity patterns, inflationary trends, and data reasonableness will generally affect the analysis and determination of the “best estimate” of the projected ultimate claim losses. The results of these evaluations are used to both analyze and adjust our insurance loss reserves.

As of December 31, 2012, reported losses within our retention for workers’ compensation, general liability, and auto liability incurred during the period May 1, 1991 through December 31, 2012 were approximately $335.3 million over 21.7 years. The selected fully developed ultimate settlement value estimated was $376.1 million for the same period. Paid losses were $324.6 million indicating a reserve requirement of $51.5 million.

At December 31, 2012 and 2011, the balances in our reserve for workers’ compensation, general, and auto liability and the related activity were as follows:

	(Dollars in millions)
Balance at December 31, 2010	$	53.9
Additions	16.9
Payments	(18.2		)
Balance at December 31, 2011	$	52.6
Additions	31.4
Payments	(26.5		)
Balance at December 31, 2012	$	57.5

39

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 Fair Value Measurements Topic of the ASC. 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; and

• 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 the 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 Part II, Item 8. Financial Statements and Supplementary Data.

Recent Accounting Pronouncements and Accounting Changes

For discussion of recent accounting pronouncements and accounting changes, see Note 3 in Part II, Item 8. Financial Statements and Supplementary Data.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The market risk inherent in our financial instruments and positions includes the price risk associated with the marketable equity and debt securities included in our portfolio of trust investments, the interest rate risk associated with our floating rate debt, and the currency risk associated with our foreign operations (primarily in Canada). Our market-sensitive instruments and positions are considered to be “other-than-trading”. Our exposure to market risk as discussed below includes forward-looking statements and represents an estimate of possible changes in fair value or future earnings that might occur, assuming hypothetical changes in equity markets, interest rates, and currencies. Our views on market risk are not necessarily indicative of actual results that may occur, and they do not represent the maximum possible gains or losses that may occur. Actual fair value movements related to changes in equity markets, interest rates and currencies, along with the timing of such movements, may differ from those estimated.

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 December 31, 2012 are presented in Notes 4, 5, and 6 in Part II, Item 8, Financial Statements and Supplementary Data. Also, see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, Financial Conditions, Liquidity, and Capital Resources, for discussion of trust investments.

Market-Rate Sensitive Instruments — Interest Rate Risk

At December 31, 2012 and 2011, approximately 87% and 89%, respectively, of our total debt consisted of fixed rate debt at a weighted average rate of 6.28% and 6.69%, respectively. The fair market value of our debt was $219.7 million more than its carrying value at December 31, 2012. A hypothetical 10% increase in interest rates associated with our floating rate debt would increase our interest expense by $0.5 million. See Note 10 and 11 in Part II, Item 8. Financial Statements and Supplementary Data, for additional information.

Market-Rate Sensitive Instruments — Currency Risk

40

At December 31, 2012 and 2011, our foreign currency exposure was primarily associated with the Canadian dollar and the Euro. A 10% adverse change in the strength of the U.S. dollar relative to our foreign currency instruments would have negatively affected our income from our continuing operations, on an annual basis, by $2.3 million for the year ended December 31, 2012 and $0.9 million for the year ended December 31, 2011.

At December 31, 2012, approximately 4% of our stockholders’ equity and 13% of our operating income was denominated in foreign currencies, primarily the Canadian dollar. Approximately 3% of our stockholders’ equity and 14% of our operating income was denominated in foreign currencies, primarily the Canadian dollar, at December 31, 2011. We do not have an investment in foreign operations considered to be in highly inflationary economies.

41

Item 8. Financial Statements and Supplementary Data.

INDEX TO FINANCIAL STATEMENTS AND RELATED SCHEDULE

	Page
Financial Statements:
Report of Independent Registered Public Accounting Firm	43
Consolidated Statement of Operations for the years ended December 31, 2012, 2011, and 2010	44
Consolidated Statement of Comprehensive Income as of December 31, 2012, 2011, and 2010	45
Consolidated Balance Sheet as of December 31, 2012 and 2011	46
Consolidated Statement of Cash Flows for the years ended December 31, 2012, 2011, and 2010	47
Consolidated Statement of Equity for the three years ended December 31, 2012	48
Notes to Consolidated Financial Statements	49
1. Nature of Operations	49
2. Summary of Significant Accounting Policies	49
3. Recent Accounting Pronouncements and Accounting Changes	53
4. Preneed Funeral Activities	53
5. Preneed Cemetery Activities	59
6. Cemetery Perpetual Care Trusts	64
7. Deferred Preneed Funeral and Cemetery Receipts Held in Trust and Care Trusts’ Corpus	69
8. Goodwill and Intangible Assets	92
9. Income Taxes	96
10. Debt	71
11. Credit Risk and Fair Value of Financial Instruments	75
12. Commitments and Contingencies	77
13. Equity	78
14. Share-Based Compensation	80
15. Retirement Plans	82
16. Segment Reporting	84
17. Supplementary Information	85
18. Earnings Per Share	89
19. Acquisition	91
20. Divestiture-Related Activities	93
21. Quarterly Financial Data (Unaudited)	95
Financial Statement Schedule:
II — Valuation and Qualifying Accounts	96

All other schedules have been omitted because the required information is not applicable or is not present in amounts sufficient to require submission or because the information required is included in the consolidated financial statements or the related notes thereto.

42

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Service Corporation International:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of Service Corporation International and its subsidiaries at December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the accompanying index presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

February 13, 2013

43

SERVICE CORPORATION INTERNATIONAL CONSOLIDATED STATEMENT OF OPERATIONS
	Years Ended December 31,
	2012			2011			2010
	(In thousands, except per share amounts)
Revenues	$	2,410,481		$	2,316,040		$	2,190,552
Costs and expenses	(1,885,254		)	(1,837,504		)	(1,741,329		)
Gross profits	525,227			478,536			449,223
General and administrative expenses	(123,905		)	(103,860		)	(103,689		)
(Losses) gains on divestitures and impairment charges, net	(1,533		)	(10,977		)	8,512
Operating income	399,789			363,699			354,046
Interest expense	(135,068		)	(133,782		)	(128,196		)
Losses on early extinguishment of debt, net	(22,706		)	(3,509		)	(9,400		)
Other income (expense), net	3,668			(772		)	3,009
Income from continuing operations before income taxes	245,683			225,636			219,459
Provision for income taxes	(91,548		)	(79,404		)	(92,458		)
Net income	154,135			146,232			127,001
Net income attributable to noncontrolling interests	(1,589		)	(1,329		)	(584		)
Net income attributable to common stockholders	$	152,546		$	144,903		$	126,417
Basic earnings per share:
Net income attributable to common stockholders	$	0.71		$	0.62		$	0.51
Basic weighted average number of shares	215,712			234,242			248,871
Diluted earnings per share:
Net income attributable to common stockholders	$	0.70		$	0.61		$	0.50
Diluted weighted average number of shares	219,066			236,669			250,602
Dividends declared per share	$	0.23		$	0.20		$	0.16

(See notes to consolidated financial statements)

44

SERVICE CORPORATION INTERNATIONAL

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

	Years Ended December 31,
	2012			2011			2010
	(In thousands)
Net income	$	154,135		$	146,232		$	127,001
Other comprehensive income:
Foreign currency translation adjustments	5,892			(6,925		)	15,635
Total comprehensive income	160,027			139,307			142,636
Total comprehensive income attributable to noncontrolling interests	(1,616		)	(1,320		)	(593		)
Total comprehensive income attributable to common stockholders	$	158,411		$	137,987		$	142,043

(See notes to consolidated financial statements)

45

SERVICE CORPORATION INTERNATIONAL CONSOLIDATED BALANCE SHEET
	December 31,
	2012			2011
	(In thousands, except share amounts)
ASSETS
Current assets:
Cash and cash equivalents	$	92,708		$	128,569
Receivables, net	105,521			103,892
Deferred tax assets	42,864			44,316
Inventories, net	24,560			25,513
Other	20,546			25,803
Total current assets	286,199			328,093
Preneed funeral receivables, net and trust investments	1,532,228			1,478,865
Preneed cemetery receivables, net and trust investments	1,826,835			1,595,940
Cemetery property, at cost	1,489,948			1,497,703
Property and equipment, net	1,641,101			1,618,361
Goodwill, net	1,382,410			1,361,493
Deferred charges and other assets	425,267			430,851
Cemetery perpetual care trust investments	1,099,580			1,016,506
Total assets	$	9,683,568		$	9,327,812
LIABILITIES & EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	373,783		$	358,904
Current maturities of long-term debt	31,429			23,554
Income taxes	6,892			3,150
Total current liabilities	412,104			385,608
Long-term debt	1,916,621			1,861,116
Deferred preneed funeral revenues	536,647			575,546
Deferred preneed cemetery revenues	861,148			833,303
Deferred tax liability	471,198			405,615
Other liabilities	399,950			414,773
Deferred preneed funeral and cemetery receipts held in trust	2,624,321			2,424,356
Care trusts’ corpus	1,098,752			1,015,300
Commitments and contingencies (Note 12)
Equity:
Common stock, $1 per share par value, 500,000,000 shares authorized, 211,056,501 and 224,665,395 shares issued, respectively, and 211,046,501 and 222,955,853 shares outstanding, respectively	211,047			222,956
Capital in excess of par value	1,307,058			1,430,330
Accumulated deficit	(286,795		)	(367,044		)
Accumulated other comprehensive income	111,717			105,852
Total common stockholders’ equity	1,343,027			1,392,094
Noncontrolling interests	19,800			20,101
Total equity	1,362,827			1,412,195
Total liabilities and equity	$	9,683,568		$	9,327,812

(See notes to consolidated financial statements)

46

SERVICE CORPORATION INTERNATIONAL CONSOLIDATED STATEMENT OF CASH FLOWS
	Years Ended December 31,
	2012			2011			2010
				(In thousands)
Cash flows from operating activities:
Net income	$	154,135		$	146,232		$	127,001
Adjustments to reconcile net income to net cash provided by operating activities:
Losses on early extinguishments of debt, net	22,706			3,509			9,400
Depreciation and amortization	120,227			118,047			116,391
Amortization of intangible assets	23,853			25,591			25,197
Amortization of cemetery property	44,976			40,046			32,418
Amortization of loan costs	4,905			4,436			4,266
Provision for doubtful accounts	9,705			9,251			8,155
Provision for deferred income taxes	72,984			66,512			76,934
Losses (gains) on divestitures and impairment charges, net	1,533			10,977			(8,512		)
Share-based compensation	10,983			9,144			8,878
Change in assets and liabilities, net of effects from acquisitions and dispositions:
Increase in receivables	(9,737		)	(3,322		)	(14,561		)
(Increase) decrease in other assets	(6,714		)	6,815			2,603
Increase in payables and other liabilities	25,240			14,610			16,374
Effect of preneed funeral production and maturities:
Decrease in preneed funeral receivables, net and trust investments	38,902			69,688			45,988
Decrease in deferred preneed funeral revenue	(41,813		)	(32,158		)	(14,778		)
Decrease in deferred preneed funeral receipts held in trust	(22,357		)	(50,591		)	(36,322		)
Effect of preneed cemetery production and maturities:
Increase in preneed cemetery receivables, net and trust investments	(96,837		)	(65,581		)	(53,224		)
Increase in deferred preneed cemetery revenue	20,817			23,636			10,558
Decrease in deferred preneed cemetery receipts held in trust	(587		)	(9,419		)	(648		)
Other	(3,675		)	689			(1,739		)
Net cash provided by operating activities	369,246			388,112			354,379
Cash flows from investing activities:
Capital expenditures	(115,628		)	(118,375		)	(97,899		)
Acquisitions	(65,463		)	(99,570		)	(299,083		)
Proceeds from divestitures and sales of property and equipment	9,953			24,529			90,835
Other	(3,816		)	3,159			26,437
Net cash used in investing activities	(174,954		)	(190,257		)	(279,710		)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	227,507			85,000			510,000
Debt issuance costs	(4,500		)	—			(11,828		)
Payments of debt	(1,145		)	(22,774		)	(263,063		)
Early extinguishment of debt	(202,140		)	(43,194		)	(119,105		)
Principal payments on capital leases	(25,760		)	(23,030		)	(46,214		)
Proceeds from exercise of stock options	18,389			8,227			1,759
Purchase of Company common stock	(186,766		)	(197,302		)	(116,878		)
Payments of dividends	(60,296		)	(44,795		)	(40,001		)
Purchase of noncontrolling interest	(3,000		)	—			—
Bank overdrafts and other	6,199			(798		)	(2,856		)
Net cash used in financing activities	(231,512		)	(238,666		)	(88,186		)
Effect of foreign currency	1,359			(1,466		)	4,618
Net decrease in cash and cash equivalents	(35,861		)	(42,277		)	(8,899		)
Cash and cash equivalents at beginning of period	128,569			170,846			179,745
Cash and cash equivalents at end of period	$	92,708		$	128,569		$	170,846

(See notes to consolidated financial statements)

47

SERVICE CORPORATION INTERNATIONAL

CONSOLIDATED STATEMENT OF EQUITY

	Common Stock			Treasury Stock, Par Value			Capital in Excess of Par Value			Accumulated Deficit			Accumulated Other Comprehensive Income			Noncontrolling Interest			Total
	(In thousands, except per share amounts)
Balance at December 31, 2009	$	254,027		$	(10	)	$	1,735,493		$	(603,876	)	$	97,142		$	12		$	1,482,788
Comprehensive income										126,417			15,626			593			142,636
Tax benefits related to share-based awards							(229		)										(229		)
Dividends declared on common stock ($.16 per share)							(39,442		)										(39,442		)
Stock option exercises	431						1,328												1,759
Restricted stock award, net of forfeitures and other	532						(532		)										—
Employee share-based compensation earned							8,878												8,878
Purchase of Company common stock				(14,008		)	(102,870		)										(116,878		)
Noncontrolling interest payments																(113		)	(113		)
Retirement of treasury shares	(12,973		)	12,973															—
Other	3			60			486												549
Balance at December 31, 2010	$	242,020		$	(985	)	$	1,603,112		$	(477,459	)	$	112,768		$	492		$	1,479,948
Comprehensive income										144,903			(6,916		)	1,320			139,307
Dividends declared on common stock ($.20 per share)							(46,171		)										(46,171		)
Stock option exercises	1,208						7,019												8,227
Restricted stock awards, net of forfeitures and other	539						(539		)										—
Employee share-based compensation earned							9,144												9,144
Purchase of Company common stock				(19,899		)	(142,915		)	(34,488		)							(197,302		)
Acquisition																18,857			18,857
Noncontrolling interest payments																(568		)	(568		)
Retirement of treasury shares	(19,174		)	19,174															—
Other	73						680												753
Balance at December 31, 2011	$	224,666		$	(1,710	)	$	1,430,330		$	(367,044	)	$	105,852		$	20,101		$	1,412,195
Comprehensive income										152,546			5,865			1,616			160,027
Dividends declared on common stock ($.23 per share)							(49,253		)										(49,253		)
Stock option exercises	2,993						15,396												18,389
Restricted stock awards, net of forfeitures	483						(483		)										—
Employee share-based compensation earned							10,983												10,983
Purchase of Company common stock				(15,467		)	(99,002		)	(72,297		)							(186,766		)
Purchase of Non-controlling Interest							(1,762		)							(1,238		)	(3,000		)
Noncontrolling interest payments																(679		)	(679		)
Retirement of treasury shares	(17,167		)	17,167															—
Other	82						849												931
Balance at December 31, 2012	$	211,057		$	(10	)	$	1,307,058		$	(286,795	)	$	111,717		$	19,800		$	1,362,827

(See notes to consolidated financial statements)

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SERVICE CORPORATION INTERNATIONAL

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 memorialization 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 developed lots, lawn crypts, and mausoleum spaces 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 merchandise and services whereby a customer contractually agrees to the terms of certain merchandise and services to be provided in the future.

2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

Our consolidated financial statements include the accounts of Service Corporation International (SCI) 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. Intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain reclassifications have been made to prior years to conform to current period financial statement presentation with no effect on our previously reported consolidated financial position, results of operations, or cash flows.

Use of Estimates in the Preparation of Financial Statements

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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.

Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2012, the majority of our cash was invested in commercial paper. The carrying amounts of our cash and cash equivalents approximate fair value due to the short-term nature of these instruments.

Accounts Receivable and Allowance for Doubtful Accounts

Our trade receivables primarily consist of amounts due for funeral services already performed. We provide various allowances and cancellation reserves for our funeral and cemetery preneed and atneed receivables as well as for our preneed funeral and preneed cemetery deferred revenues. These allowances are based on an analysis of historical trends of collection and cancellation activity. Atneed funeral and cemetery receivables are considered past due after 30 days. Collections are generally managed by the locations or third party agencies acting on behalf of the locations, until a receivable is 180 days delinquent at which time it is fully reserved and sent to a collection agency. These estimates are impacted by a number of factors, including changes in the economy, relocation, and demographic or competitive changes in our areas of operation.

Inventories and Cemetery Property

Funeral and cemetery merchandise are stated at the lower of average cost or market. Cemetery property is recorded at cost. Inventory costs and cemetery property are relieved using specific identification in performance of a contract. Amortization expense for cemetery property was $45.0 million, $40.0 million, and $32.4 million for the years ended December 31, 2012, 2011, and 2010 respectively.

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SERVICE CORPORATION INTERNATIONAL

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Property and Equipment, Net

Property and equipment are recorded at cost. Maintenance and repairs are charged to expense whereas renewals and major replacements that extend the assets useful lives are capitalized. Depreciation is recognized ratably over the estimated useful lives of the various classes of assets. Buildings are depreciated over a period ranging from seven to forty years, equipment is depreciated over a period from three to eight years, and leasehold improvements are depreciated over the shorter of the lease term or ten years. Depreciation and amortization expense related to property and equipment was $120.2 million, $118.0 million, and $116.4 million for the years ended December 31, 2012, 2011, and 2010, respectively. When property is sold or retired, the cost and related accumulated depreciation are removed from the consolidated balance sheet; resulting gains and losses are included in the consolidated statement of operations in the period of sale or disposal.

Leases

We have lease arrangements primarily related to funeral service locations and transportation equipment that were primarily classified as capital leases at December 31, 2012. Lease terms related to funeral home properties generally range from one to 40 years with options to renew at varying terms. Lease terms related to transportation equipment generally range from one to five years with options to renew at varying terms. We calculate operating lease expense ratably over the lease term. We consider reasonably assured renewal options and fixed escalation provisions in our calculation. For more information related to leases, see Note 12.

Goodwill

The excess of purchase price over the fair value of identifiable net assets acquired in business combinations is recorded as goodwill. Goodwill is tested annually for impairment by assessing the fair value of each of our reporting units. We performed our annual impairment test of goodwill in accordance with the Intangibles Topic of the Accounting Standards Codification (ASC) during the fourth quarter.

In September 2011, the FASB amended the Intangibles - Goodwill and Other Topic of the ASC that allows us to make a qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill (the "qualitative assessment"). If, after assessing the relevant information, we determine it is more likely than not that the fair value is more than the carrying amount, no additional work is necessary. If we determine it is more likely than not that the fair value is less than the carrying amount, then we are required to proceed to the quantitative approach.

Our goodwill impairment test involves estimates and management judgment. In assessing our goodwill for impairment, we elected not to perform the qualitative assessment. Therefore, in the first step of our goodwill impairment test, we compare the fair value of a reporting unit to its carrying amount, including goodwill. We determine fair value of each reporting unit using both a market and income approach. Our methodology considers discounted cash flows and multiples of EBITDA (earnings before interest, taxes, depreciation, and amortization) for both SCI and its competitors. The discounted cash flow valuation uses projections of future cash flows and includes assumptions concerning future operating performance and economic conditions that may differ from actual future cash flows. We do not record an impairment of goodwill in instances where the fair value of a reporting unit exceeds its carrying amount. If the aggregate step one fair value is less than the related carrying amount for a reporting unit, we compare the implied fair value of goodwill (as defined in the Intangibles Topic of the ASC) to the carrying amount of goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. Based on our most recent annual impairment test performed during the fourth quarter, we concluded that there was no impairment of goodwill as of December 31, 2012.

For our most recent annual impairment test performed in the fourth quarter, we used growth rates ranging from 1.9% to 6.2% over a five-year period, plus a terminal value determined using the constant growth method in projecting our future cash flows. We used an 8.5% discount rate, which reflected our weighted average cost of capital based on our capital structure, as adjusted for equity risk premiums. Fair value was calculated as the sum of the projected discounted cash flows of our reporting units over the next five years plus terminal value at the end of those five years. Our terminal value was calculated using a long-term growth rate of 2.5% and 2.9% for our funeral and cemetery reporting units, respectively.

In addition to our annual review, we assess the impairment of goodwill whenever events or changes in circumstances indicate that the carrying value may be greater than fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results and significant negative industry or economic trends. No interim goodwill impairment reviews were required in 2012.

Other Intangible Assets

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SERVICE CORPORATION INTERNATIONAL

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Our intangible assets include customer relationships, trademarks and tradenames, and other assets primarily resulting from acquisitions. Our trademark and tradenames and water rights assets are considered to have an indefinite life and are not subject to amortization. We test for impairment of intangible assets in accordance with the Intangibles Topic of the ASC annually during the fourth quarter.

Our intangible assets impairment tests involve estimates and management judgment. For trademark and tradenames, our test uses the relief from royalty method whereby we determine the fair value of the assets by discounting the cash flows that represent a savings over having to pay a royalty fee for use of the trademark and tradenames. The discounted cash flow valuation uses projections of future cash flows and includes assumptions concerning future operating performance and economic conditions that may differ from actual future cash flows. For our most recent annual impairment test performed in the fourth quarter, we estimated that the pre-tax savings would be 4.0% of the revenues associated with the trademark and tradenames, based primarily on our research of intellectual property valuation and licensing databases. We also assumed a terminal growth rate of 2.5% and 2.9% for our funeral and cemetery segments, respectively, and discounted the cash flows at an 8.7% discount rate based on the relative risk of these assets to our overall business. Based on our annual impairment test performed during the fourth quarter, we recorded a $1.2 million impairment on certain of our tradename intangible assets as of December 31, 2012.

In addition to our annual review, we assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying value may be greater than the fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results and significant negative industry or economic trends. No interim intangible impairment reviews were required in 2012.

Certain of our intangible assets associated with prior acquisitions are relieved using specific identification in performance of a contract. We amortize all other finite-lived intangible assets on a straight-line basis over their estimated useful lives of two to forty years.

Valuation of Long-Lived Assets

We review the carrying value of our long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable, in accordance with the Intangibles and Property, Plant, and Equipment Topic of the ASC. Under this guidance, long-lived assets to be held and used are reported at the lower of their carrying amount or fair value. Fair value is based on an income approach that utilizes projections of undiscounted future cash flows expected to be generated by our long-lived assets. No long-lived asset impairment reviews were required in 2012.

Assets to be disposed of and assets not expected to provide any future service potential are recorded at the lower of their carrying amount or fair value less estimated cost to sell. We determined the fair value of assets to be disposed of using a market approach. See Note 20 for additional information related to assets to be disposed.

Treasury Stock

We make treasury stock purchases in the open market or through privately negotiated transactions subject to market conditions and normal trading restrictions. We account for the repurchase of our common stock under the par value method. We use the average cost method upon the subsequent reissuance of treasury shares. On December 14, 2012, we canceled 17.2 million shares of common stock held in our treasury. We canceled 19.2 million and 13.0 million shares of common stock held in our treasury in 2011 and 2010, respectively. These retired treasury shares were changed to authorized but unissued status.

Foreign Currency Translation

All assets and liabilities of our foreign subsidiaries are translated into U.S. dollars at exchange rates in effect as of the end of the reporting period. Revenue and expense items are translated at the average exchange rates for the reporting period. The resulting translation adjustments are included in Equity as a component of Accumulated other comprehensive income in the consolidated statement of equity and consolidated balance sheet.

The functional currency of SCI and its subsidiaries is the respective local currency. The transactional currency gains and losses that arise from transactions denominated in currencies other than the functional currencies of our operations are recorded in Other income (expense), net in the consolidated statement of operations. We do not have an investment in foreign operations considered to be in highly inflationary economies.

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 Fair Value Measurements and Disclosure

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(FVM&D) Topic of the ASC. 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; and

• 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 May 2011, the FASB amended the FVM&D Topic of the ASC that expands disclosures about items marked to fair value that are categorized within Level 3 of the fair value hierarchy to include qualitative explanations of the valuation methodology used and sensitivity analysis of the inputs into the valuation. The amendment also requires that items that are not measured at fair value but for which the fair value is disclosed also disclose the level in the fair value hierarchy in which those items were categorized. We adopted the amended guidance in 2012 and the appropriate disclosures are contained in Notes 4, 5, and 6.

Funeral Operations

Revenue is recognized when funeral services are performed or funeral merchandise is delivered. We sell price-guaranteed preneed funeral contracts through various programs providing for future funeral services at prices prevailing when the agreements are signed. Revenue associated with sales of preneed funeral contracts is deferred until such time that the funeral services are performed or funeral merchandise is delivered. Sales taxes collected are recognized on a net basis in our consolidated financial statements.

Pursuant to state or provincial law, all or a portion of the proceeds from funeral merchandise or services sold on a preneed basis may be required to be paid into trust funds. We defer investment earnings related to these merchandise and service trusts until the associated merchandise is delivered or services are performed. Costs related to sales of merchandise and services are charged to expense when merchandise is delivered or services are performed. See Note 4 for more information regarding preneed funeral activities.

Cemetery Operations

Revenue associated with sales of cemetery merchandise and services is recognized when the service is performed or merchandise is delivered. Revenue associated with sales of preneed cemetery interment rights is recognized in accordance with the Revenue Recognition Topic of the ASC. Under this guidance, revenue related to the preneed sale of unconstructed cemetery property is deferred until it is constructed and 10% of the sales price is collected. For services and non-personalized merchandise (such as vaults), we defer the revenues until the services are performed or the merchandise is delivered. For personalized marker merchandise, with the customer’s direction generally obtained at the time of sale, we can choose to order, store, and transfer title to the customer. In situations in which we have no further obligation or involvement related to the merchandise, we recognize revenues and record the cost of sales in accordance with the Revenue Recognition Topic of the ASC upon the earlier of vendor storage of these items or delivery in our cemetery. Sales taxes collected are recognized on a net basis in our consolidated financial statements.

Pursuant to state or provincial law, all or a portion of the proceeds from cemetery merchandise or services sold on a preneed basis may be required to be paid into trust funds. We defer investment earnings related to these merchandise and services trusts until the associated merchandise is delivered or services are performed.

A portion of the proceeds from the sale of cemetery property interment rights is required by state or provincial law to be paid into perpetual care trust funds. Investment earnings from these trusts are distributed to us regularly, are recognized in current

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SERVICE CORPORATION INTERNATIONAL

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

cemetery revenues, and are intended to defray cemetery maintenance costs, which are expensed as incurred. The principal of such perpetual care trust funds generally cannot be withdrawn.

Costs related to the sale of property interment rights include the property and construction costs specifically identified by project. At the completion of the project, construction costs are charged to expense in the same period revenue is recognized. Costs related to sales of merchandise and services are charged to expense when merchandise is delivered or when services are performed. See Notes 5 and 6 for more information regarding preneed cemetery activities.

Preneed Funeral and Cemetery Receivables

We sell preneed funeral and cemetery contracts whereby the customer enters into arrangements for future merchandise and services prior to the time of need. As these contracts are prior to the delivery of the related goods and services, the preneed funeral and cemetery receivables are offset by a comparable deferred revenue amount. These receivables have an interest component for which interest income is recorded when the interest amount is considered collectible and realizable, which typically coincides with cash payment. We do not accrue interest on financing receivables that are not paid in accordance with the contractual payment date given the nature of our goods and services, the nature of our contracts with customers, and the timing of the delivery of our services. We do not consider receivables to be past due until the service or goods are required to be delivered at which time the preneed receivable is paid or reclassified as a trade receivable with payment terms of less than 30 days. As the preneed funeral and cemetery receivables are offset by comparable deferred revenue amount, we have no risk of loss related to these receivables.

If a preneed contract is cancelled prior to delivery, state or provincial law determines the amount of the refund owed to the customer, if any, including the amount of the attributed investment earnings. Upon cancellation, we receive the amount of principal deposited to the trust and previously undistributed net investment earnings and, where required, issue a refund to the customer. We retain excess funds, if any, and recognize the attributed investment earnings (net of any investment earnings payable to the customer) as revenue in the consolidated statement of operations. In certain jurisdictions, we may be obligated to fund any shortfall if the amount deposited by the customers exceed the funds in trust. Based on our historical experience, we have provided an allowance for cancellation of these receivables, which is recorded as a reduction in receivables with a corresponding offset to deferred revenue.

Income Taxes

We compute income taxes using the liability method. Our ability to realize the benefit of our federal and state deferred tax assets requires us to achieve certain future earnings levels. We have established a valuation allowance against a portion of our deferred tax assets and we could be required to further adjust that valuation allowance if market conditions change materially and future earnings are, or are projected to be, significantly different than our current estimates.

Comprehensive Income

In June 2011, the FASB amended the Comprehensive Income Topic of the ASC to require the disclosure of the components of other comprehensive income, which we currently disclose elsewhere in our filings, be shown as either part of one statement of comprehensive income or as a separate statement of other comprehensive income immediately following the income statement. We adopted the amended guidance in 2012 and a separate Statement of Comprehensive Income is included herein.

3. Recent Accounting Pronouncements and Accounting Changes

Intangible Testing

In July 2012, the FASB amended the Intangibles - Goodwill and Other Topic of the ASC that allows us to make a qualitative assessment of whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If, after assessing the relevant information, we determine it is more likely than not that the fair value is more than the carrying amount, no additional work is necessary. If we determine it is more likely than not that the fair value is less than the carrying amount, then we are required to proceed to the quantitative approach. The amended guidance is effective for us in our annual test in the fourth quarter of 2013 and adoption is not expected to impact our consolidated financial condition or results of operations.

4. Preneed Funeral Activities

Preneed funeral receivables, net and trust investments

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

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SERVICE CORPORATION INTERNATIONAL

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 into Deferred 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 consolidated statement of cash flows.

Preneed funeral receivables, net and trust investments are reduced by the trust investment earnings (realized and unrealized) that we have been allowed to withdraw in certain states prior to maturity. These earnings are recorded in Deferred preneed funeral revenues until the service is performed or the merchandise is delivered.

The table below sets forth certain investment-related activities associated with our preneed funeral merchandise and service trusts for the years ended December 31:

	2012			2011			2010
				(In thousands)
Deposits	$	81,601		$	72,750		$	80,027
Withdrawals	100,635			109,013			103,418
Purchases of available-for-sale securities	563,628			527,681			467,221
Sales of available-for-sale securities	555,709			610,917			479,128
Realized gains from sales of available-for-sale securities	60,833			61,272			36,807
Realized losses from sales of available-for-sale securities	(21,454		)	(41,162		)	(46,601		)

The components of Preneed funeral receivables, net and trust investments in our consolidated balance sheet at December 31 were as follows:

	2012			2011
	(In thousands)
Trust investments, at market	$	977,973		$	892,685
Cash and cash equivalents	85,943			101,111
Insurance-backed fixed income securities	273,098			277,650
Trust investments	1,337,014			1,271,446
Receivables from customers	236,796			246,601
Unearned finance charge	(8,645		)	(5,425		)
	1,565,165			1,512,622
Allowance for cancellation	(32,937		)	(33,757		)
Preneed funeral receivables and trust investments	$	1,532,228		$	1,478,865

The activity in Preneed funeral receivables, net and trust investments for the years ended December 31 was as follows:

	2012			2011			2010
				(In thousands)
Beginning balance — Preneed funeral receivables and trust investments	$	1,478,865		$	1,424,557		$	1,356,353
Net preneed contract sales	127,588			111,447			126,121
Cash receipts from customers, net of refunds	(125,625		)	(106,489		)	(99,142		)
Deposits to trust	81,601			72,750			80,027
Acquisitions (dispositions) of businesses, net	6,021			143,252			29,607
Net undistributed investment (losses) earnings (1)	84,611			(11,348		)	82,097
Maturities and distributed earnings	(126,130		)	(148,820		)	(140,593		)
Change in cancellation allowance	1,758			(30		)	(1,140		)
Effect of foreign currency and other	3,539			(6,454		)	(8,773		)
Ending balance — Preneed funeral receivables and trust investments	$	1,532,228		$	1,478,865		$	1,424,557

_________________________________

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SERVICE CORPORATION INTERNATIONAL

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

(1) Includes both realized and unrealized investment earnings (losses).

The cost and market values associated with our funeral merchandise and service trust investments recorded at fair market value at December 31, 2012 and 2011 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.

		December 31, 2012
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	105,594	$	5,072	$	(880	)	$	109,786
Canadian government	2	110,399		861		(113		)	111,147
Corporate	2	51,611		2,531		(623		)	53,519
Residential mortgage-backed	2	3,123		57		(8		)	3,172
Asset-backed	2	129		3		—			132
Equity securities:
Preferred stock	2	3,603		211		(103		)	3,711
Common stock:
United States	1	230,971		38,514		(6,903		)	262,582
Canada	1	23,284		2,598		(1,271		)	24,611
Other international	1	18,089		1,874		(658		)	19,305
Mutual funds:
Equity	1	145,589		10,097		(6,728		)	148,958
Fixed income	1	225,365		7,314		(10,252		)	222,427
Private equity	3	36,626		221		(18,968		)	17,879
Other	3	542		202		—			744
Trust investments		$	954,925	$	69,555	$	(46,507	)	$	977,973

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

		December 31, 2011
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	77,299	$	4,565	$	(373	)	$	81,491
Canadian government	2	114,586		838		(109		)	115,315
Corporate	2	49,210		1,849		(770		)	50,289
Residential mortgage-backed	2	3,292		71		(34		)	3,329
Asset-backed	2	126		6		—			132
Equity securities:
Preferred stock:	2	2,041		50		(153		)	1,938
Common stock:
United States	1	258,738		40,992		(22,715		)	277,015
Canada	1	23,986		2,511		(1,771		)	24,726
Other international	1	18,954		1,045		(1,296		)	18,703
Mutual funds:
Equity	1	134,383		2,384		(18,982		)	117,785
Fixed income	1	193,134		5,044		(13,114		)	185,064
Private equity	3	35,017		218		(19,249		)	15,986
Other	3	484		428		—			912
Trust investments		$	911,250	$	60,001	$	(78,566	)	$	892,685

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 FVM&D 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 an income approach fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt status. These funds are classified as Level 2 investments pursuant to the three-level valuation hierarchy as required by the FVM&D Topic of the ASC.

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. As of December 31, 2012, private equity instruments are valued based on reported net asset values discounted up to 60% for risk and up to 25% for liquidity. A significant increase (decrease) in the discounts results in a directionally opposite change in the fair value of the instruments.Valuation policies and procedures are determined by our Treasury department, which reports to our Chief Financial Officer. Additionally, valuations are reviewed by our investment committee quarterly. These funds are classified as Level 3 investments pursuant to the three-level valuation hierarchy as required by the FVM&D Topic of the ASC.

As of December 31, 2012, our unfunded commitment for our private equity and other investments was $11.5 million which, if called, would be funded by the assets of the trusts. Our private equity and other investments include several funds that invest in limited partnerships, distressed debt, real estate, and mezzanine financing. These investments can never be redeemed by the funds. Instead, the nature of the investments in this category is that the distributions are received through the liquidation of the underlying assets of the funds. We estimate that the underlying assets will be liquidated over the next 2 to 10 years.

The change in our market-based funeral merchandise and service trust investments with significant unobservable inputs (Level 3) is as follows for the years ended December 31, 2012, 2011, and 2010 (in thousands):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2012			2011			2010
Fair market value, beginning balance at January 1,	$	16,898		$	21,359		$	12,052
Net unrealized losses included in Accumulated other comprehensive income (1)	(562		)	(5,234		)	(3,949		)
Net realized losses included in Other income (expense), net (2)	(60		)	(92		)	(530		)
Purchases	—			18			7,343
Sales	(9		)	(8,156		)	(108		)
Contributions	4,664			10,392			7,213
Distributions and other	(2,308		)	(1,389		)	(662		)
Fair market value, ending balance at December 31,	$	18,623		$	16,898		$	21,359

_______________________________________

(1) All unrealized losses recognized in Accumulated other comprehensive income for our 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 our Deferred preneed funeral and cemetery receipts held in trust.

(2) All losses 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 2013 to 2053. Maturities of fixed income securities at December 31, 2012 are estimated as follows:

	Fair Market Value
	(In thousands)
Due in one year or less	$	130,132
Due in one to five years	61,407
Due in five to ten years	51,279
Thereafter	34,938
	$	277,756

Earnings from all our funeral merchandise and service trust investments are recognized in funeral revenues when a service is performed or merchandise is delivered. Fees charged by our wholly-owned registered investment advisor are also included in current revenues in the period in which they are earned. 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 funeral merchandise and service trust investments were $38.7 million, $37.7 million, and $29.5 million for the years ended December 31, 2012, 2011, and 2010, 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 in Other income (expense), net and a decrease to Preneed funeral receivables, net and trust investments. These investment losses, if any, are offset by the corresponding reclassification in Other (expense) income, net, which reduces Deferred preneed funeral receipts held in trust. See Note 7 for further information related to our Deferred preneed funeral receipts held in trust. For the years ended December 31, 2012, 2011, and 2010, we recorded a $0.8 million, an $24.7 million, and a $8.1 million impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain investments.

We have determined that the remaining unrealized losses in our funeral merchandise and service trust investments 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 the 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 merchandise and service trust investment unrealized losses, their associated fair market values, and the duration of unrealized losses for the years ended December 31, 2012 and 2011, are shown in the following tables.

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	December 31, 2012
	In Loss Position Less Than 12 Months					In Loss Position Greater Than 12 Months					Total
	Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
						(In thousands)
Fixed income securities:
U.S. Treasury	$	22,357	$	(803	)	$	6,741	$	(77	)	$	29,098	$	(880	)
Canadian government	7,912		(113		)	—		—			7,912		(113		)
Corporate	7,809		(347		)	4,283		(276		)	12,092		(623		)
Residential mortgage-backed	956		(8		)	—		—			956		(8		)
Equity securities:
Preferred Stock	1,220		(93		)	52		(10		)	1,272		(103		)
Common stock:
United States	70,752		(4,694		)	9,089		(2,209		)	79,841		(6,903		)
Canada	6,592		(652		)	2,516		(619		)	9,108		(1,271		)
Other international	7,606		(521		)	608		(137		)	8,214		(658		)
Mutual funds:
Equity	6,779		(126		)	26,340		(6,602		)	33,119		(6,728		)
Fixed income	38,686		(1,021		)	24,131		(9,231		)	62,817		(10,252		)
Private equity	—		—			17,389		(18,968		)	17,389		(18,968		)
Total temporarily impaired securities	$	170,669	$	(8,378	)	$	91,149	$	(38,129	)	$	261,818	$	(46,507	)

	December 31, 2011
	In Loss Position Less Than 12 Months					In Loss Position Greater Than 12 Months					Total
	Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
						(In thousands)
Fixed income securities:
U.S. Treasury	$	6,977	$	(90	)	$	8,709	$	(283	)	$	15,686	$	(373	)
Canadian government	9,597		(109		)	—		—			9,597		(109		)
Corporate	17,328		(692		)	662		(78		)	17,990		(770		)
Residential mortgage-backed	600		(4		)	295		(30		)	895		(34		)
Equity securities:
Preferred Stock	1,244		(153		)	—		—			1,244		(153		)
Common stock:
United States	84,450		(18,120		)	14,924		(4,595		)	99,374		(22,715		)
Canada	8,448		(1,491		)	513		(280		)	8,961		(1,771		)
Other international	7,263		(615		)	2,403		(681		)	9,666		(1,296		)
Mutual funds:
Equity	76,559		(9,173		)	26,053		(9,809		)	102,612		(18,982		)
Fixed income	68,378		(5,500		)	9,314		(7,614		)	77,692		(13,114		)
Private equity	1,977		(3,499		)	13,502		(15,750		)	15,479		(19,249		)
Total temporarily impaired securities	$	282,821	$	(39,446	)	$	76,375	$	(39,120	)	$	359,196	$	(78,566	)

Deferred Preneed Funeral Revenues

At December 31, 2012 and 2011, Deferred preneed funeral revenues, net of allowance for cancellation, represent future funeral revenues, including distributed trust investment earnings associated with unperformed trust-funded preneed funeral contracts that are not held in trust accounts. Deferred preneed funeral revenues are recognized in current funeral revenues when the service is performed or merchandise is delivered. Future funeral service revenues and net trust investment earnings that are held in trust accounts are included in Deferred preneed funeral receipts held in trust.

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The following table summarizes the activity in Deferred preneed funeral revenues for the years ended December 31 were as follows:

	2012			2011			2010
	(In thousands)
Beginning balance — Deferred preneed funeral revenues, net	$	575,546		$	580,223		$	596,966
Net preneed contract sales	103,341			105,866			112,678
(Dispositions) acquisitions of businesses, net	(4,491		)	142,026			26,816
Net investment (losses) earnings (1)	83,788			(12,164		)	83,605
Recognized deferred preneed revenues	(164,037		)	(182,408		)	(151,484		)
Change in cancellation allowance	1,304			(1,526		)	(761		)
Change in deferred preneed funeral receipts held in trust	(61,068		)	(57,936		)	(69,694		)
Effect of foreign currency and other	2,264			1,465			(17,903		)
Ending balance — Deferred preneed funeral revenues, net	$	536,647		$	575,546		$	580,223

_________________________________

(1) Includes both realized and unrealized investment earnings (losses).

Insurance-Funded Preneed Funeral Contracts

Not included in our consolidated balance sheet are insurance-funded preneed funeral contracts that will be funded by life insurance or annuity contracts issued by third party insurers. 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. These general agency commissions (GA revenues) are based on a percentage per contract sold and are recognized as funeral revenues when the insurance purchase transaction between the customer and third-party insurance provider is completed. GA revenues recognized in 2012, 2011, and 2010 were $94.0 million, $86.8 million, and $68.3 million, respectively. Direct selling costs incurred pursuant to the sale of insurance-funded preneed funeral contracts are expensed as incurred. 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 consolidated balance sheet. The proceeds of the life insurance policies or annuity contracts will be reflected in funeral revenues as these funerals are performed by the Company.

5. Preneed Cemetery Activities

Preneed cemetery receivables, net and trust investments

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 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 consolidated statement of cash flows.

Preneed cemetery receivables, net and trust investments are reduced by the trust investment earnings (realized and unrealized) that we have been allowed to withdraw in certain states prior to maturity. These earnings are recorded in Deferred preneed cemetery revenues until the service is performed or the merchandise is delivered.

The table below sets forth certain investment-related activities associated with our preneed cemetery merchandise and service trusts for the years ended December 31:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2012			2011			2010
				(In thousands)
Deposits	$	98,130		$	98,121		$	96,864
Withdrawals	98,738			109,382			100,474
Purchases of available-for-sale securities	746,761			595,683			638,368
Sales of available-for-sale securities	700,091			525,534			592,813
Realized gains from sales of available-for-sale securities	87,665			67,167			43,413
Realized losses from sales of available-for-sale securities	(29,397		)	(46,889		)	(51,771		)

The components of Preneed cemetery receivables, net and trust investments in the consolidated balance sheet at December 31 were as follows:

	2012			2011
	(In thousands)
Trust investments, at market	$	1,204,084		$	1,051,464
Cash and cash equivalents	86,923			104,554
Insurance-backed fixed income securities	9			5
Trust investments	1,291,016			1,156,023
Receivables from customers	614,599			517,917
Unearned finance charges	(29,471		)	(33,766		)
	1,876,144			1,640,174
Allowance for cancellation	(49,309		)	(44,234		)
Preneed cemetery receivables and trust investments	$	1,826,835		$	1,595,940

The activity in Preneed cemetery receivables, net and trust investments for the years ended December 31 was as follows:

	2012			2011			2010
				(In thousands)
Beginning balance — Preneed cemetery receivables and trust investments	$	1,595,940		$	1,563,893		$	1,382,717
Net preneed contract sales	501,654			468,850			423,985
Acquisitions (dispositions) of businesses, net	1,124			(5,500		)	5,508
Net undistributed investment earnings (losses) (1)	133,351			(24,407		)	121,225
Cash receipts from customers, net of refunds	(417,965		)	(403,524		)	(373,071		)
Deposits to trust	98,130			98,121			96,864
Maturities, deliveries, and associated earnings	(98,738		)	(109,382		)	(100,474		)
Change in cancellation allowance	(3,481		)	(759		)	(3,764		)
Effect of foreign currency and other	16,820			8,648			10,903
Ending balance — Preneed cemetery receivables and trust investments	$	1,826,835		$	1,595,940		$	1,563,893

_________________________________

(1) Includes both realized and unrealized investment earnings (losses).

The cost and market values associated with our cemetery merchandise and service trust investments recorded at fair market value at December 31, 2012 and 2011 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.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

		December 31, 2012
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	99,630	$	7,925	$	(841	)	$	106,714
Canadian government	2	17,562		402		(83		)	17,881
Corporate	2	43,515		2,456		(775		)	45,196
Residential mortgage-backed	2	150		4		—			154
Equity securities:
Preferred stock	2	5,840		334		(196		)	5,978
Common stock:
United States	1	363,190		71,613		(7,716		)	427,087
Canada	1	16,026		2,862		(846		)	18,042
Other international	1	29,889		3,687		(857		)	32,719
Mutual funds:
Equity	1	279,265		19,520		(9,921		)	288,864
Fixed income	1	251,687		10,975		(19,350		)	243,312
Private equity	3	32,785		77		(15,175		)	17,687
Other	3	407		44		(1		)	450
Trust investments		$	1,139,946	$	119,899	$	(55,761	)	$	1,204,084

		December 31, 2011
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	51,022	$	6,438	$	(313	)	$	57,147
Canadian government	2	16,566		381		(24		)	16,923
Corporate	2	42,803		2,033		(961		)	43,875
Residential mortgage-backed	2	167		5		(2		)	170
Equity securities:
Preferred stock:	2	3,365		86		(270		)	3,181
Common stock:
United States	1	408,075		71,138		(30,454		)	448,759
Canada	1	18,289		2,547		(1,780		)	19,056
Other international	1	30,501		1,843		(1,536		)	30,808
Mutual funds:
Equity	1	197,523		3,317		(24,911		)	175,929
Fixed income	1	248,529		11,670		(20,238		)	239,961
Private equity	3	30,783		53		(15,617		)	15,219
Other	3	306		130		—			436
Trust investments		$	1,047,929	$	99,641	$	(96,106	)	$	1,051,464

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 FVM&D 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 an income approach fair value model with observable inputs that include a combination

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt status. These funds are classified as Level 2 investments pursuant to the three-level valuation hierarchy as required by the FVM&D Topic of the ASC.

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. As of December 31, 2012, private equity instruments are valued based on reported net asset values discounted by up to 60% for risk and up to 25% for liquidity. A significant increase (decrease) in the discounts results in a directionally opposite change in the fair value of the instruments.Valuation policies and procedures are determined by our Treasury department, which reports to our Chief Financial Officer. Additionally, valuations are reviewed by our investment committee quarterly. These funds are classified as Level 3 investments pursuant to the three-level valuation hierarchy as required by the FVM&D Topic of the ASC.

As of December 31, 2012, our unfunded commitment for our private equity and other investments was $12.1 million which, if called, would be funded by the assets of the trusts. Our private equity and other investments include several funds that invest in limited partnerships, distressed debt, real estate, and mezzanine financing. These investments can never be redeemed by the funds. Instead, the nature of the investments in this category is that the distributions are received through the liquidation of the underlying assets of the funds. We estimate that the underlying assets will be liquidated over the next 2 to 10 years.

The change in our market-based cemetery merchandise and service trust investments with significant unobservable inputs (Level 3) is as follows for the years ended December 31 (in thousands):

	2012			2011			2010
Fair market value, beginning balance at January 1,	$	15,655		$	6,251		$	4,341
Net unrealized gains (losses) included in Accumulated other comprehensive income (1)	128			286			(4,304		)
Net realized losses included in Other income (expense), net (2)	(66		)	(101		)	(529		)
Sales	—			—			(48		)
Contributions	4,932			10,795			7,508
Distributions and other	(2,512		)	(1,576		)	(717		)
Fair market value, ending balance at December 31	$	18,137		$	15,655		$	6,251

_________________________________

(1) All unrealized gains (losses) recognized in Accumulated other comprehensive income for our cemetery 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 our Deferred preneed funeral and cemetery receipts held in trust.

(2) All losses 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 2013 to 2042. Maturities of fixed income securities (excluding mutual funds) at December 31, 2012 are estimated as follows:

	Fair Market Value
	(In thousands)
Due in one year or less	$	11,346
Due in one to five years	57,577
Due in five to ten years	48,778
Thereafter	52,244
	$	169,945

Earnings from all our cemetery merchandise and service trust investments are recognized in cemetery revenues when a service is performed or merchandise is delivered. Fees charged by our wholly-owned registered investment advisor are also included in current revenues in the period in which they are earned. In addition, we are entitled to retain, in certain jurisdictions, a portion of

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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 cemetery merchandise and service trust investments were $27.7 million, $20.7 million, and $15.1 million for the years ended December 31, 2012, 2011, and 2010, 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 in Other income (expense), net and a decrease to Preneed cemetery receivables, net and trust investments. These investment losses, if any, are offset by the corresponding reclassification in Other income (expense), net, which reduces Deferred preneed cemetery receipts held in trust. See Note 7 for further information related to our Deferred preneed cemetery receipts held in trust. For the years ended December 31, 2012, 2011, and 2010, we recorded a $0.8 million, a $28.7 million, and a $5.7 million impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain investments.

We have determined that the remaining unrealized losses in our cemetery merchandise and service trust investments 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 the 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 merchandise and service trust investment unrealized losses, their associated fair market values, and the duration of unrealized losses for the years ended December 31, 2012 and 2011, are shown in the following tables:

	December 31, 2012
	In Loss Position Less Than 12 Months					In Loss Position Greater Than 12 Months					Total
	Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
						(In thousands)
Fixed income securities:
U.S. Treasury	$	28,626	$	(841	)	$	—	$	—		$	28,626	$	(841	)
Canadian government	5,319		(83		)	—		—			5,319		(83		)
Corporate	14,060		(571		)	2,137		(204		)	16,197		(775		)
Equity securities:
Preferred stock:	1,497		(143		)	126		(53		)	1,623		(196		)
Common stock:
United States	82,989		(5,624		)	11,131		(2,092		)	94,120		(7,716		)
Canada	3,114		(461		)	1,115		(385		)	4,229		(846		)
Other international	9,056		(655		)	741		(202		)	9,797		(857		)
Mutual funds:
Equity	28,132		(1,427		)	43,172		(8,494		)	71,304		(9,921		)
Fixed income	54,533		(2,205		)	29,104		(17,145		)	83,637		(19,350		)
Private equity	46		(17		)	17,136		(15,158		)	17,182		(15,175		)
Other	8		—			378		(1		)	386		(1		)
Total temporarily impaired securities	$	227,380	$	(12,027	)	$	105,040	$	(43,734	)	$	332,420	$	(55,761	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	December 31, 2011
	In Loss Position Less Than 12 Months					In Loss Position Greater Than 12 Months					Total
	Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
						(In thousands)
Fixed income securities:
U.S. Treasury	$	1,736	$	(51	)	$	3,038	$	(262	)	$	4,774	$	(313	)
Canadian government	4,024		(24		)	—		—			4,024		(24		)
Corporate	15,044		(850		)	1,747		(111		)	16,791		(961		)
Residential mortgage-backed	2		(1		)	15		(1		)	17		(2		)
Equity securities:
Preferred stock:	1,583		(270		)	—		—			1,583		(270		)
Common stock:
United States	123,849		(26,401		)	17,085		(4,053		)	140,934		(30,454		)
Canada	7,694		(1,260		)	366		(520		)	8,060		(1,780		)
Other international	8,654		(629		)	3,772		(907		)	12,426		(1,536		)
Mutual funds:
Equity	115,725		(11,222		)	36,398		(13,689		)	152,123		(24,911		)
Fixed income	48,950		(7,686		)	9,367		(12,552		)	58,317		(20,238		)
Private equity	466		(254		)	14,213		(15,363		)	14,679		(15,617		)
Total temporarily impaired securities	$	327,727	$	(48,648	)	$	86,001	$	(47,458	)	$	413,728	$	(96,106	)

Deferred Preneed Cemetery Revenues

At December 31, 2012 and 2011, Deferred preneed cemetery revenues, net of allowance for cancellation, represent future cemetery revenues, including distributed trust investment earnings associated with unperformed trust-funded preneed cemetery contracts that are not held in trust accounts. Deferred preneed cemetery revenues are recognized in current cemetery revenues when the service is performed or merchandise is delivered. Future cemetery revenues and net trust investment earnings that are held in trust accounts are included in Deferred preneed cemetery receipts held in trust.

The following table summarizes the activity in Deferred preneed cemetery revenues for the years ended December 31:

	2012			2011			2010
	(In thousands)
Beginning balance — Deferred preneed cemetery revenues	$	833,303		$	813,493		$	817,543
Net preneed and atneed deferred sales	380,887			363,523			349,786
Acquisitions (dispositions) of businesses, net	1,089			(10,861		)	1,090
Net investment earnings (losses) (1)	130,012			(26,431		)	117,331
Recognized deferred preneed revenues	(363,072		)	(350,356		)	(347,996		)
Change in cancellation allowance	3,968			802			(2,457		)
Change in deferred preneed cemetery receipts held in trust	(133,612		)	37,173			(125,974		)
Effect of foreign currency and other	8,573			5,960			4,170
Ending balance — Deferred preneed cemetery revenues	$	861,148		$	833,303		$	813,493

_________________________________

(1) Includes both realized and unrealized investment earnings (losses).

6. Cemetery Perpetual Care Trusts

We are required by state and 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

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with a corresponding amount recorded as Care trusts’ corpus. Cash flows from cemetery perpetual care contracts are presented as operating cash flows in our consolidated statement of cash flows.

The table below sets forth certain investment-related activities associated with our cemetery perpetual care trusts for the years ended December 31:

	2012			2011			2010
	(In thousands)
Deposits	$	24,869		$	23,785		$	22,828
Withdrawals	33,177			34,737			41,418
Purchases of available-for-sale securities	252,021			444,616			442,219
Sales of available-for-sale securities	136,391			410,175			365,017
Realized gains from sales of available-for-sale securities	11,463			34,275			11,753
Realized losses from sales of available-for-sale securities	(6,595		)	(16,310		)	(9,792		)

The components of Cemetery perpetual care trust investments in our consolidated balance sheet at December 31 were as follows:

	2012		2011
	(In thousands)
Trust investments, at market	$	1,045,568	$	952,573
Cash and cash equivalents	54,012		63,933
Cemetery perpetual care trust investments	$	1,099,580	$	1,016,506

The cost and market values associated with our cemetery perpetual care trust investments recorded at fair market value at December 31, 2012 and 2011 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.

		December 31, 2012
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	820	$	45	$	(1	)	$	864
Canadian government	2	30,159		709		(140		)	30,728
Corporate	2	22,877		537		(51		)	23,363
Residential mortgage-backed	2	1,498		41		(2		)	1,537
Asset-backed	2	161		10		—			171
Equity securities:
Preferred stock	2	5,637		61		(938		)	4,760
Common stock:
United States	1	163,173		19,609		(3,389		)	179,393
Canada	1	8,954		1,568		(731		)	9,791
Other international	1	14,693		1,392		(447		)	15,638
Mutual funds:
Equity	1	16,999		2,102		(211		)	18,890
Fixed income	1	680,921		61,172		(441		)	741,652
Private equity	3	24,727		338		(13,943		)	11,122
Other	3	9,653		1,110		(3,104		)	7,659
Cemetery perpetual care trust investments		$	980,272	$	88,694	$	(23,398	)	$	1,045,568

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		December 31, 2011
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	981	$	39	$	—		$	1,020
Canadian government	2	29,015		686		(43		)	29,658
Corporate	2	21,197		528		(134		)	21,591
Residential mortgage-backed	2	1,662		53		(13		)	1,702
Asset-backed	2	83		2		(1		)	84
Equity securities:
Preferred stock	2	6,475		18		(1,146		)	5,347
Common stock:
United States	1	141,880		14,443		(9,113		)	147,210
Canada	1	13,374		1,483		(1,423		)	13,434
Other international	1	16,836		1,314		(1,421		)	16,729
Mutual funds:
Equity	1	21,801		1,598		(579		)	22,820
Fixed income	1	654,883		29,758		(9,402		)	675,239
Private equity	3	23,212		374		(12,737		)	10,849
Other	3	8,018		850		(1,978		)	6,890
Cemetery perpetual care trust investments		$	939,417	$	51,146	$	(37,990	)	$	952,573

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 FVM&D 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 an income approach fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt status. These funds are classified as Level 2 investments pursuant to the three-level valuation hierarchy as required by the FVM&D Topic of the ASC.

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. As of December 31, 2012, private equity instruments are valued based on reported net asset values discounted by up to 60% for risk and up to 25% for liquidity. A significant increase (decrease) in the discounts results in a directionally opposite change in the fair value of the instruments.Valuation policies and procedures are determined by our Treasury department, which reports to our Chief Financial Officer. Additionally, valuations are reviewed by our investment committee quarterly. These funds are classified as Level 3 investments pursuant to the three-level valuation hierarchy as required by the FVM&D Topic of the ASC.

As of December 31, 2012, our unfunded commitment for our private equity and other investments was $5.1 million which, if called, would be funded by the assets of the trusts. Our private equity and other investments include several funds that invest in limited partnerships, distressed debt, real estate, and mezzanine financing. These investments can never be redeemed by the funds. Instead, the nature of the investments in this category is that the distributions are received through the liquidation of the underlying assets of the funds. We estimate that the underlying assets will be liquidated over the next 2 to 10 years.

The change in our market-based cemetery perpetual care trust investments with significant unobservable inputs (Level 3) is as follows for the years ended December 31 (in thousands):

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	2012			2011			2010
Fair market value, beginning balance	$	17,739		$	17,089		$	14,943
Net unrealized gains included in Accumulated other comprehensive income (1)	2,683			7,400			7,018
Net realized losses included in Other income (expense), net (2)	(205		)	(310		)	(2,613		)
Sales	(26		)	(44		)	(155		)
Contributions	4,171			118			11,140
Distributions and other	(5,581		)	(6,514		)	(13,244		)
Fair market value, ending balance	$	18,781		$	17,739		$	17,089

(1) All unrealized 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 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 to Care trusts’ corpus. See Note 7 for further information related to our Care trusts’ corpus.

Maturity dates of our fixed income securities range from 2013 to 2041. Maturities of fixed income securities at December 31, 2012 are estimated as follows:

	Fair Market Value
	(In thousands)
Due in one year or less	$	9,578
Due in one to five years	22,963
Due in five to ten years	22,830
Thereafter	1,292
	$	56,663

Distributable earnings from these cemetery perpetual care trust investments are recognized in current cemetery revenues to the extent we incur qualifying cemetery maintenance costs. Fees charged by our wholly-owned registered investment advisor are also included in current revenues in the period in which they are earned. Recognized earnings related to these cemetery perpetual care trust investments were $44.7 million, $43.0 million, and $38.6 million for the years ended December 31, 2012, 2011, and 2010, 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 in Other (expense) income, net and a decrease to Cemetery perpetual care trust investments. These investment losses, if any, are offset by the corresponding reclassification in Other (expense) income, net, which reduces Care trusts’ corpus. See Note 7 for further information related to our Care trusts’ corpus. For the years ended December 31, 2012, 2011, and 2010, we recorded a $0.8 million, a $0.7 million, and a $7.8 million impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain investments.

We have determined that the remaining unrealized losses in our cemetery perpetual care trust investments 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 the 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 for the years ended December 31, 2012 and 2011, are shown in the following table:

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	December 31, 2012
	In Loss Position Less Than 12 Months						In Loss Position Greater Than 12 Months					Total
	Fair Market Value			Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
							(In thousands)
Fixed income securities:
U.S. Treasury	$	373		$	(1	)	$	—	$	—		$	373	$	(1	)
Canadian government	9,145			(140		)	—		—			9,145		(140		)
Corporate	5,439			(33		)	1,886		(18		)	7,325		(51		)
Residential mortgage-backed	183			(2		)	—		—			183		(2		)
Equity securities:
Preferred stock	3,115			(639		)	973		(299		)	4,088		(938		)
Common stock:
United States	38,323			(2,403		)	7,495		(986		)	45,818		(3,389		)
Canada	1,246			(281		)	1,055		(450		)	2,301		(731		)
Other international	4,712			(389		)	696		(58		)	5,408		(447		)
Mutual funds:
Equity	2,654			(127		)	404		(84		)	3,058		(211		)
Fixed income	10,552			(37		)	31,837		(404		)	42,389		(441		)
Private equity	—			—			10,752		(13,943		)	10,752		(13,943		)
Other	—			—			6,308		(3,104		)	6,308		(3,104		)
Total temporarily impaired securities	$	75,742	—	$	(4,052	)	$	61,406	$	(19,346	)	$	137,148	$	(23,398	)

	December 31, 2011
	In Loss Position Less Than 12 Months					In Loss Position Greater Than 12 Months					Total
	Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
						(In thousands)
Fixed income securities:
Canadian government	7,057		(43		)	—		—			7,057		(43		)
Corporate	3,854		(73		)	1,456		(61		)	5,310		(134		)
Residential mortgage-backed	58		(1		)	127		(12		)	185		(13		)
Asset-backed	51		(1		)	—		—			51		(1		)
Equity securities:
Preferred stock	4,393		(1,116		)	21		(30		)	4,414		(1,146		)
Common stock:
United States	39,716		(5,459		)	9,055		(3,654		)	48,771		(9,113		)
Canada	4,402		(772		)	565		(651		)	4,967		(1,423		)
Other international	5,738		(1,226		)	104		(195		)	5,842		(1,421		)
Mutual funds:
Equity	9,852		(564		)	2,717		(15		)	12,569		(579		)
Fixed income	144,350		(5,498		)	51,301		(3,904		)	195,651		(9,402		)
Private equity	254		(324		)	10,189		(12,413		)	10,443		(12,737		)
Other	140		(181		)	5,660		(1,797		)	5,800		(1,978		)
Total temporarily impaired securities	$	219,865	$	(15,258	)	$	81,195	$	(22,732	)	$	301,060	$	(37,990	)

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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; therefore, their interests in these trusts represent a liability to us.

The components of Deferred preneed funeral and cemetery receipts held in trust in our consolidated balance sheet at December 31, 2012 and 2011 are detailed below.

	December 31, 2012										December 31, 2011
	Preneed Funeral				Preneed Cemetery			Total			Preneed Funeral				Preneed Cemetery			Total
				(In thousands)										(In thousands)
Trust investments	$	1,337,014			$	1,291,016		$	2,628,030		$	1,271,446			$	1,156,023		$	2,427,469
Accrued trust operating payables and other	(1,827		)		(1,882		)	(3,709		)	(1,261		)		(1,852		)	(3,113		)
Deferred preneed funeral and cemetery receipts held in trust	$	1,335,187			$	1,289,134		$	2,624,321		$	1,270,185			$	1,154,171		$	2,424,356

Care Trusts’ Corpus

The Care trusts’ corpus reflected in our consolidated balance sheet represents the cemetery perpetual care trusts, including the related accrued expenses.

The components of Care trusts’ corpus in our consolidated balance sheet at December 31, 2012 and 2011 are detailed below.

	December 31, 2012			December 31, 2011
	(In thousands)
Cemetery perpetual care trust investments	$	1,099,580		$	1,016,506
Accrued trust operating payables and other	(828		)	(1,206		)
Care trusts’ corpus	$	1,098,752		$	1,015,300

Other Income (Expense), Net

The components of Other income (expense), net in our consolidated statement of operations for the years ended December 31, 2012, 2011, and 2010 are detailed below. See Notes 4, 5, and 6 for further discussion of the amounts related to our funeral, cemetery, and cemetery perpetual care trusts.

	Year Ended December 31, 2012
	Funeral Trusts			Cemetery Trusts			Cemetery Perpetual Care Trusts			Other, Net		Total
							(In thousands)
Realized gains	$	60,833		$	87,665		$	11,463		$	—	$	159,961
Realized losses	(21,454		)	(29,397		)	(6,595		)	—		(57,446		)
Impairment charges	(781		)	(824		)	(760		)	—		(2,365		)
Interest, dividend, and other ordinary income	17,017			17,244			34,032			—		68,293
Trust expenses and income taxes	(10,685		)	(13,389		)	(1,355		)	—		(25,429		)
Net trust investment income	44,930			61,299			36,785			—		143,014
Reclassification to deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus	(44,930		)	(61,299		)	(36,785		)	—		(143,014		)
Other income (expense), net	—			—			—			3,668		3,668
Total other income (expense), net	$	—		$	—		$	—		$	3,668	$	3,668

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	Year Ended December 31, 2011
	Funeral Trusts			Cemetery Trusts			Cemetery Perpetual Care Trusts			Other, Net			Total
	(In thousands)
Realized gains	$	61,272		$	67,167		$	34,275		$	—		$	162,714
Realized losses	(41,162		)	(46,889		)	(16,310		)	—			(104,361		)
Impairment charges	(24,705		)	(28,705		)	(741		)	—			(54,151		)
Interest, dividend, and other ordinary income	22,283			26,902			35,467			—			84,652
Trust expenses and income taxes	(7,303		)	(10,579		)	(2,774		)	—			(20,656		)
Net trust investment (loss) income	10,385			7,896			49,917			—			68,198
Reclassification to deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus	(10,385		)	(7,896		)	(49,917		)	—			(68,198		)
Other income (expense), net	—			—			—			(772		)	(772		)
Total other income (expense), net	$	—		$	—		$	—		$	(772	)	$	(772	)

	December 31, 2010
	Funeral Trusts			Cemetery Trusts			Cemetery Perpetual Care Trusts			Other, Net		Total
							(In thousands)
Realized gains	$	36,807		$	43,413		$	11,753		$	—	$	91,973
Realized losses	(46,601		)	(51,771		)	(9,792		)	—		(108,164		)
Impairment charges	(8,135		)	(5,749		)	(7,771		)	—		(21,655		)
Interest, dividend, and other ordinary income	18,571			22,464			34,356			—		75,391
Trust expenses and income taxes	(4,920		)	(9,708		)	(1,872		)	—		(16,500		)
Net trust investment (loss) income	(4,278		)	(1,351		)	26,674			—		21,045
Reclassification to deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus	4,278			1,351			(26,674		)	—		(21,045		)
Other (expense) income, net	—			—			—			3,009		3,009
Total other (expense) income, net	$	—		$	—		$	—		$	3,009	$	3,009

8. Goodwill and Intangible Assets

The changes in the carrying amounts of goodwill for our funeral and cemetery reporting units are as follows (in thousands):

	2012									2011
	Funeral			Cemetery			Total			Funeral			Cemetery			Total
Balance as of January 1:
Goodwill	$	1,298,350		$	209,937		$	1,508,287		$	1,244,206		$	210,072		$	1,454,278
Accumulated impairment losses	—			(146,794		)	(146,794		)	—			(146,794		)	(146,794		)
Goodwill, net	1,298,350			63,143			1,361,493			1,244,206			63,278			1,307,484
Increase in goodwill related to acquisitions	20,289			—			20,289			60,933			463			61,396
Reduction of goodwill related to divestitures	(2,210		)	(41		)	(2,251		)	(4,332		)	(598		)	(4,930		)
Effect of foreign currency and other	2,879			—			2,879			(2,457		)	—			(2,457		)
	20,958			(41		)	20,917			54,144			(135		)	54,009
Balance as of December 31:
Goodwill	1,319,308			209,896			1,529,204			1,298,350			209,937			1,508,287
Accumulated impairment losses	—			(146,794		)	(146,794		)	—			(146,794		)	(146,794		)
Goodwill, net	$	1,319,308		$	63,102		$	1,382,410		$	1,298,350		$	63,143		$	1,361,493

The components of intangible assets at December 31 were as follows:

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	Useful life
	Minimum		Maximum	2012		2011
	(Years)			(In thousands)
Amortizing intangibles:
Covenants-not-to-compete	2	-	40	$	208,594	$	200,973
Customer relationships	10	-	20	102,481		100,423
Tradenames	5	-	5	3,600		3,600
Other	5	-	40	6,050		6,050
				320,725		311,046
Less: Accumulated amortization				207,985		189,773
Amortizing intangibles, net				112,740		121,273
Non-amortizing intangibles:
Tradenames			Indefinite	134,823		121,838
Other			Indefinite	10,140		10,140
Non-amortizing intangibles				144,963		131,978
Intangible assets, net				$	257,703	$	253,251

Amortization expense for intangible assets was $23.9 million, $25.6 million, and $25.2 million for the years ended December 31, 2012, 2011, and 2010, respectively. The following is estimated amortization expense, excluding certain intangibles for which we are unable to provide an estimate because they are amortized based on specific identification in the performance of a preneed contract, for the five years subsequent to December 31, 2012 (in thousands):

2013	$	13,759
2014	12,194
2015	9,527
2016	8,708
2017	6,157

9. Income Taxes

The provision or benefit for income taxes includes U.S. federal income taxes (determined on a consolidated return basis), foreign income taxes, and state income taxes.

Income from continuing operations before income taxes for the years ended December 31 was composed of the following components:

	2012		2011		2010
	(In thousands)
United States	$	210,830	$	196,788	$	169,544
Foreign	34,853		28,848		49,915
	$	245,683	$	225,636	$	219,459

Income tax provision (benefit) for the years ended December 31 consisted of the following:

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	2012			2011		2010
	(In thousands)
Current:
United States	$	3,752		$	1,267	$	1,752
Foreign	8,776			5,844		12,326
State	6,036			5,781		1,446
Total current income taxes	18,564			12,892		15,524
Deferred:
United States	$	62,227		$	57,845	$	64,814
Foreign	(102		)	279		185
State	10,859			8,388		11,935
Total deferred income taxes	72,984			66,512		76,934
Total income taxes	$	91,548		$	79,404	$	92,458

We made income tax payments of $23.1 million, $13.1 million, and $29.3 million in 2012, 2011, and 2010, respectively, and received refunds of $1.5 million, $8.5 million, and $8.3 million. The Internal Revenue Service approved our application for a change in accounting method in December 2010. As a result, we overpaid our estimated 2010 Federal and state income taxes. The overpayment of our estimated Federal income tax is included in our 2011 refunds; however, we elected to apply the overpayment of our 2010 state income tax to our 2011 estimated income tax payments which lowered our 2011 cash tax payments.

The differences between the U.S. federal statutory income tax rate and our effective tax rate for the years ended December 31 were as follows:

	2012			2011			2010
	(In thousands)
Computed tax provision at the applicable federal statutory income tax rate	$	85,988		$	78,973		$	76,811
State and local taxes, net of federal income tax benefits	10,998			9,895			8,775
Dividends received deduction and tax exempt interest	(525		)	(644		)	(1,168		)
Foreign jurisdiction differences	(3,491		)	(4,789		)	(3,101		)
Permanent differences associated with dispositions	602			(6,329		)	7,192
Changes in uncertain tax positions	(479		)	1,584			1,138
Other	(1,545		)	714			2,811
Provision for income taxes	$	91,548		$	79,404		$	92,458
Total effective tax rate	37.3		%	35.2		%	42.1		%

The 2012 consolidated effective tax rate was 37.3%, compared to 35.2% and 42.1% in 2011 and 2010, respectively. We reached a partial settlement with the Internal Revenue Service ("IRS") in connection with its audit of our affiliate's, SCI Funeral and Cemetery Purchasing Cooperative, 2003 - 2005 federal income tax returns. As a result, the Company made a $6.6 million tax payment which reduced our tax expense by $3.1 million for adjustments to our "unrecognized tax benefits" - that is, the aggregate tax effect of differences between tax return positions and the benefits recognized in our financial statements. Our 2012 effective tax rate includes the benefit associated with the closure of that tax audit.

We sold our Puerto Rican subsidiary in the third quarter of 2011. Our outside tax basis in the business was significantly higher than our book basis. Consequently, we recognized a tax loss that was significantly higher than the book loss on the sale which is permanent in nature. The lower effective tax rate for the year ended December 31, 2011 is primarily due to that sale.

Our 2010 effective tax rate was negatively impacted by permanent book and tax basis differences related to North American asset divestitures. During 2010 we recognized U.S. tax on post-acquisition integration of certain Keystone entities into SCI’s structure. Our overall foreign tax expense increased in 2010 due to an increase in foreign earnings. This increase was partially offset by a decrease in foreign statutory rates. In 2010 our state tax expense was impacted by permanent items affecting our overall effective rate as well as an increase in state statutory tax rates.

During 2010, the Internal Revenue Service approved three requests for tax accounting method changes relating to the recognition of trust earnings accumulated in cemetery and funeral trusts, revenue from preneed sales of cemetery merchandise,

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and revenue from non-trusted customer payments for preneed funeral contracts. The effective date for these tax accounting method changes is for the fiscal year ended December 31, 2010. In accordance with § 481(a) of the U.S. Internal Revenue Code this adjustment recalculates the income previously recognized to determine what should have been recognized under the new tax accounting method. The cumulative impact of these accounting method changes resulted in an adjustment under § 481(a) for 2010 of $190.3 million that represents a decrease in 2010 taxable income, a decrease in a previously recognized deferred tax asset related to deferred revenue, and an increase in our deferred tax asset related to our net operating loss carryover. Although these changes had no tax impact on the overall effective tax rate, there was a savings in cash taxes including a refund of our 2010 Federal estimated tax payments of $7.1 million which was received in 2011.

Deferred taxes are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates. The tax effects of temporary differences and carry-forwards that give rise to significant portions of deferred tax assets and liabilities as of December 31 consisted of the following:

	2012			2011
	(In thousands)
Inventories and cemetery property, principally due to purchase accounting adjustments	$	(354,162	)	$	(352,323	)
Property and equipment, principally due to differences in depreciation methods and purchase accounting adjustments	(195,066		)	(194,875		)
Intangibles	(77,092		)	(74,278		)
Payables, principally due to sales of cemetery interment rights and related products	(40,374		)	(32,949		)
Deferred tax liabilities	(666,694		)	(654,425		)
Loss and tax credit carry-forwards	141,739			215,285
Deferred revenue on preneed funeral and cemetery contracts, principally due to earnings from trust funds	94,731			92,640
Accrued liabilities	6,267			11,308
Other	63,845			44,506
Deferred tax assets	306,582			363,739
Less: Valuation allowance	(67,732		)	(63,681		)
Net deferred income tax liability	$	(427,844	)	$	(354,367	)

Deferred tax assets and Deferred income tax liabilities consisted of the following as of December 31 (in thousands):

	2012			2011
Current deferred tax assets	$	42,864		$	44,316
Non-current deferred tax assets	490			6,932
Non-current deferred tax liabilities	(471,198		)	(405,615		)
Net deferred income tax liability	$	(427,844	)	$	(354,367	)

In addition to the loss and tax credit carry-forward amounts reflected as deferred tax assets in the table above, we have taken certain tax deductions related to the exercised employee stock options and vested restricted shares that are in excess of the stock-based compensation amounts recorded in our consolidated financial statements (“windfall tax benefits”). Pursuant to the Stock Compensation Topic under the ASC, such windfall tax benefits are not recognized in our consolidated financial statements unless they reduce income taxes payable. As of December 31, 2012 and 2011 we have windfall tax benefits of $29.1 million and $13.0 million, respectively, which when realized will be recorded as a reduction to current taxes payable and a credit to Capital in excess of par value in our consolidated financial statements.

During the fourth quarter of 2010, the Company underwent a restructuring of its Canadian subsidiaries. The restructuring triggered a U.S. dividend of $6.9 million for which U.S. federal taxes have been provided for the year ended December 31, 2010. The dividend was less than 2010 earnings and other prior year earnings required to be permanently reinvested. At December 31, 2012 and 2011, U.S. income taxes had not been provided on $263.1 million and $93.0 million, respectively, of the remaining undistributed earnings of our Canadian subsidiaries. We intend to permanently reinvest these undistributed foreign earnings in those businesses outside the United States. It is not practicable to determine the amount of federal income taxes, if any, that might become due if such earnings are repatriated.

The following table summarizes the activity related to our gross unrecognized tax benefits from January 1, 2010 to December 31, 2012 (in thousands):

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Federal, State and Foreign Tax
	(In thousands)
Balance at December 31, 2009	$	144,444
Additions to tax positions related to the current year	10,215
Additions to tax positions related to prior years	110
Statute expirations	(2,004		)
Balance at December 31, 2010	$	152,765
Additions to tax positions related to the current year	4,971
Additions to tax positions related to prior years	60
Statute expirations	(1,484		)
Balance at December 31, 2011	$	156,312
Reductions to tax positions related to the current year	(2,100		)
Reductions to tax positions related to prior years	(10,224		)
Balance at December 31, 2012	$	143,988

Our total unrecognized tax benefits that, if recognized, would affect our effective tax rates were $34.9 million, $37.8 million, and $39.3 million as of December 31, 2012, 2011, and 2010, respectively.

During 2012, in accordance with the Income Tax Topic under the ASC, we recorded a decrease of $12.3 million in our liability for unrecognized tax benefits, of which $2.1 million was a decrease to U.S. tax positions taken in the current year and $10.2 million was a decrease related to U.S. tax positions taken in prior years.

Consistent with our historical financial reporting, we include potential accrued interest and penalties related to unrecognized tax benefits within our income tax provision account. We have accrued $41.6 million, $41.8 million, and $38.8 million for the payment of interest, net of tax benefits, and penalties as of December 31, 2012, 2011, and 2010, respectively. We recognized a decrease of interest and penalties of $0.2 million for the year ended December 31, 2012, and an increase of interest and penalties of $3.0 million, and $3.6 million for the years ended December 31, 2011, and 2010, respectively. To the extent interest and penalties are not assessed with respect to uncertain tax positions or the uncertainty of deductions in the future, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision.

We file income tax returns, including tax returns for our subsidiaries, with federal, state, local, and foreign jurisdictions. Our tax returns are subject to routine compliance review by the taxing authorities in the jurisdictions in which we file tax returns in the ordinary course of business. We consider the United States to be our most significant tax jurisdiction; however, the taxing authorities in Canada and Spain are auditing various tax returns. Current audits are occurring in the United States and various state and foreign locations covering open tax years through 2010. The Internal Revenue Service is in various stages of auditing tax years 1999 through 2005 and has notified us that the 2008 through 2010 federal returns have been selected for audit. It is reasonably possible that changes to our global unrecognized tax benefits could be significant; however, due to the uncertainty regarding the timing of completion of audits and possible outcomes, a current estimate of the range of increases or decreases that may occur within the next twelve months cannot be made.

Various subsidiaries have foreign, federal, and state carry-forwards in the aggregate of $2.7 billion with expiration dates through 2031. Such loss carry-forwards will expire as follows:

	Federal		State		Foreign		Total
			(In thousands)
2013	$	8,363	$	5,423	$	—	$	13,786
2014	13,318		31,969		—		45,287
2015	3,388		302,239		—		305,627
2016	9,593		58,721		—		68,314
Thereafter	26,538		2,255,983		2		2,282,523
Total	$	61,200	$	2,654,335	$	2	$	2,715,537

In addition to the above loss carry-forwards, we have $65.2 million of foreign losses that have an indefinite expiration.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

A valuation allowance has been established because more-likely-than-not uncertainties exist with respect to our future realization of certain loss carry-forwards. The valuation allowance is primarily attributable to state net operating losses and reflects our expectation that the net operating losses in certain jurisdictions will expire before we generate sufficient taxable income to utilize the losses. In 2012, we recorded a net $4.3 million increase in state valuation allowances due to an increase in net operating losses which is primarily attributable to state net operating losses and reflects our expectation that the net operating losses in certain jurisdictions will expire before we generate sufficient taxable income to utilize the losses.

At December 31, 2012, our loss and tax credit carry-forward deferred tax assets and related valuation allowances by jurisdiction are as follows:

	Federal		State (1)		Foreign		Total
			(In thousands)
Loss and tax credit carry-forwards	$	27,316	$	91,775	$	22,648	$	141,739
Valuation allowance	$	3,707	$	45,654	$	18,371	$	67,732

_________________________________

(1) Presented net of Federal benefit

Our federal loss and tax credit carryforwards exclude windfall tax benefits, suspended net operating losses and credit carryforwards which, when realized, will reduce current income taxes payable by an additional $25.3 million.

10. Debt

Debt as of December 31 was as follows:

	2012			2011
	(In thousands)
7.875% Debentures due February 2013	$	4,757		$	4,757
7.375% Senior Notes due October 2014	—			180,692
6.75% Senior Notes due April 2015	136,465			136,465
6.75% Senior Notes due April 2016	197,377			197,377
7.0% Senior Notes due June 2017	295,000			295,000
7.625% Senior Notes due October 2018	250,000			250,000
7.0% Senior Notes due May 2019	250,000			250,000
4.5% Senior Notes due November 2020	200,000			—
8.0% Senior Notes due November 2021	150,000			150,000
7.5% Senior Notes due April 2027	200,000			200,000
Bank credit facility due March 2016	86,600			65,000
Obligations under capital leases	176,445			124,330
Mortgage notes and other debt, maturities through 2047	5,698			35,937
Unamortized pricing discounts and other	(4,292		)	(4,888		)
Total debt	1,948,050			1,884,670
Less current maturities	(31,429		)	(23,554		)
Total long-term debt	$	1,916,621		$	1,861,116

Current maturities of debt at December 31, 2012 were primarily comprised of our capital lease obligations and mortgage notes. Our consolidated debt had a weighted average interest rate of 6.28% and 6.69% at December 31, 2012 and 2011, respectively. Approximately 87% and 89% of our total debt had a fixed interest rate at December 31, 2012 and 2011, respectively.

The aggregate maturities of our debt for the five years subsequent to December 31, 2012 and thereafter (in thousands) are as follows:

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2013	$	31,429
2014	32,404
2015	181,888
2016	297,176
2017	327,509
2018 and thereafter	1,077,644
	$	1,948,050

Bank Credit Facility

As of December 31, 2010 we had a $400 million Bank credit facility due November 2013 with a syndicate of financial institutions, including a sublimit of $175 million for letters of credit. In the first quarter of 2011, we amended our bank credit facility to increase the availability thereunder from $400 million to $500 million and extended the maturity to March 2016.

As of December 31, 2012, we had $86.6 million outstanding cash advances and then used our Bank credit facility to support $33.0 million of letters of credit. The Bank credit facility provides us with flexibility for refinancing debt and acquisitions, if needed, and is guaranteed by most of 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 Bank 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 was 0.35%. As of December 31, 2012, we have $380.4 million in borrowing capacity under the facility.

Debt Issuances and Additions

In November 2012, we issued $200.0 million of unsecured 4.5% Senior Notes due November 2020. The notes are subject to the provisions of the Company’s Senior Indenture dated as of February 1, 1993, as amended, which includes covenants limiting, among other things, the creation of liens securing indebtedness and sale-leaseback transactions. We used the net proceeds from the offering to repay our 7.375% Senior Notes due October 2014.

Debt Extinguishments and Reductions

During 2012, we paid an aggregate of $206.6 million, to redeem our 7.375% Senior Notes due October 2014 with a principal amount of $180.7 million and to retire $25.8 million in capital lease obligations. Subsequent to December 31, 2012, we paid $4.8 million to extinguish our 7.875% Debentures due February 2013.

Certain of the above transactions resulted in the recognition of a loss of $22.7 million recorded in (Losses) gains on early extinguishment of debt, net in our consolidated statement of operations, which represents the write-off of unamortized deferred loan costs of $1.3 million and $21.4 million in a make-whole provision paid in cash upon retiring our 7.375% Senior Notes due October 2014. This refinancing allowed the company to replace 7.375% debt due in 2014 with 4.5% debt due in 2020.

During 2011, we made debt payments of $46.0 million, which included the following purchases on the open market:

• $3.8 million aggregate principal amount of our 7.875% Debentures due February 2013;

• $20.8 million aggregate principal amount of our 6.75% Senior Notes due April 2015; and

• $15.6 million aggregate principal amount of our 6.75% Senior Notes due April 2016.

Certain of the above transactions resulted in the recognition of a loss of $3.5 million recorded in (Losses) gains on early extinguishment of debt, net during the year ended December 31, 2011, which represents the write-off of unamortized deferred loan costs of $0.4 million and $3.1 million in premium on the purchase of these notes.

Capital Leases

In 2012, 2011, and 2010 we acquired $78.9 million, $31.3 million, and $22.8 million, respectively, of transportation equipment using capital leases. See additional information regarding these leases in Note 12.

Additional Debt Disclosures

At December 31, 2012 and 2011, we have deposits of $1.7 million and $4.1 million, respectively, in restricted, interest-bearing accounts that were pledged as collateral for various credit instruments and commercial commitments. Our restricted cash is included

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in Deferred charges and other assets in our consolidated balance sheet. Unamortized pricing discounts, totaling $4.3 million and $4.9 million at December 31, 2012 and 2011, respectively, primarily relate to our 6.75% Senior Notes due April 2015, 6.75% Senior Notes due April 2016, 7.0% Senior Notes due June 2017, and our 8.0% Senior Notes due November 2021.

We had assets of approximately $3.1 million and $2.8 million pledged as collateral for the mortgage notes and other debt at December 31, 2012 and 2011, respectively.

Cash interest payments for the three years ended December 31 (in thousands) were as follows:

Payments in 2012	$	131,723
Payments in 2011	129,105
Payments in 2010	125,138

Cash interest payments forecasted as of December 31, 2012 for the five years subsequent to December 31, 2012 and thereafter (in thousands) are as follows:

Payments in 2013	$	124,173
Payments in 2014	123,508
Payments in 2015	115,323
Payments in 2016	100,121
Payments in 2017	83,993
Payments in 2018 and thereafter	255,978

11. Credit Risk and 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 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 December 31 was as follows:

	2012		2011
	(In thousands)
7.875% Debentures due February 2013	$	4,786	$	4,971
7.375% Senior Notes due October 2014	—		196,954
6.75% Senior Notes due April 2015	150,112		150,083
6.75% Senior Notes due April 2016	222,049		216,375
7.0% Senior Notes due June 2017	341,094		323,025
7.625% Senior Notes due October 2018	298,750		276,875
7.0% Senior Notes due May 2019	276,250		262,500
4.5% Senior Notes due November 2020	204,500		—
8.0% Senior Notes due November 2021	186,000		167,550
7.5% Senior Notes due April 2027	215,500		195,750
Bank credit facility due March 2016	86,600		65,000
Mortgage notes and other debt, maturities through 2047	5,698		36,340
Total fair value of debt instruments	$	1,991,339	$	1,895,423

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 as required by the FVM&D Topic of the ASC. The bank credit facility and the mortgage and other debt are classified 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.

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Credit Risk Exposure

Our cash deposits, some of which exceed insured limits, are distributed among various market and national banks in the jurisdictions in which we operate. In addition, we regularly invest excess cash in financial instruments which are not insured, such as money-market funds and Eurodollar time deposits, that are offered by a variety of reputable financial institutions and commercial paper that is offered by corporations with quality credit ratings. We believe that the credit risk associated with such instruments is minimal.

We grant credit to customers in the normal course of business. The credit risk associated with our funeral, cemetery, and preneed funeral and preneed cemetery receivables due from customers is generally considered minimal because of the diversification of the customers served. Furthermore, bad debts have not been significant relative to the volume of deferred revenues. Customer payments on preneed funeral or preneed cemetery contracts that are either placed into state-regulated trusts or used to pay premiums on life insurance contracts generally do not subject us to collection risk. Insurance-funded contracts are subject to supervision by state insurance departments and are protected in the majority of states by insurance guaranty acts.

12. Commitments and Contingencies

Leases

Our leases principally relate to funeral home facilities and transportation equipment. The majority of our lease arrangements contain options to (i) purchase the property at fair value on the exercise date, (ii) purchase the property for a value determined at the inception of the lease, or (iii) renew the lease for the fair rental value at the end of the primary lease term. Rental expense for operating leases was $26.8 million, $25.7 million, and $24.7 million for the years ended December 31, 2012, 2011, and 2010, respectively. As of December 31, 2012, future minimum lease payments for non-cancelable operating and capital leases exceeding one year were as follows:

	Operating		Capital
	(In thousands)
2013	$	12,147	$	27,420
2014	10,187		33,121
2015	8,348		46,790
2016	7,213		14,389
2017	6,322		33,285
2018 and thereafter	45,295		33,901
Total	$	89,512	$	188,906
Less: Interest on capital leases			(12,461		)
Total principal payable on capital leases			$	176,445

Management, Consulting, and Non-Competition Agreements

We have entered into management, employment, consulting, and non-competition agreements, generally for five to ten years, with certain officers and employees and former owners of businesses that we acquired. At December 31, 2012, the maximum estimated future cash commitments under agreements with remaining commitment terms, and with original terms of more than one year, were as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Employment and Management		Consulting		Non-Competition		Total
	(In thousands)
2013	$	2,990	$	716	$	4,659	$	8,365
2014	2,441		581		4,172		7,194
2015	1,282		390		3,672		5,344
2016	541		173		3,388		4,102
2017	448		69		3,199		3,716
2018 and thereafter	267		193		10,233		10,693
Total	$	7,969	$	2,122	$	29,323	$	39,414

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 December 31, 2012 and 2011, we have self-insurance reserves of $57.5 million and $52.7 million, respectively.

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.

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 but are not limited to the Garcia, Sands, Schwartz and Niven lawsuits 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 recordkeeping, 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 recordkeeping, 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. On May 4, 2011, the trial court certified a class and we are appealing that ruling. 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 compensatory, consequential and punitive damages as well as the appointment of a receiver to oversee cemetery operations. The plaintiff alleges the cemetery engaged in wrongful burial practices and did not disclose them to customers. After a hearing in February 2012, the court in May 2012 issued an order certifying classes of cemetery plot owners and their families based on alleged Company misrepresentation, concealment or nondisclosure of material facts regarding alleged improper burial practices pertaining to the period from February 1985 to September 2009. Pursuant to a court order, the Company may be precluded from making certain arguments that challenge the sufficiency of plaintiff's physical evidence, although the extent to which that order will apply at trial remains unclear. The case is scheduled for trial in July 2013. We cannot quantify our ultimate liability, if any, for the payment of any damages.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Barbara Schwartz & Carol Neitlich, Individually and on behalf of all others similarly situated v. SCI Funeral Services of Florida, Inc., et al.; Case No. 2012CA015954, In the Circuit Court of the 15th Judicial District in and for Palm Beach County, Florida. This lawsuit has been removed to the U.S. District Court for the Southern District of Florida and is now Case No. 9:12-CV-80180-DMM. This case was filed by counsel for plaintiffs in the Sands case regarding our Star of David Memorial Gardens Cemetery and Funeral Chapel and Bailey Memorial Gardens located in North Lauderdale, Florida. Plaintiffs seek to certify a class of cemetery plot owners and their families. Plaintiffs allege the cemetery engaged in wrongful burial practices and did not disclose them to customers. Plaintiffs seek compensatory, consequential and punitive damages as well as the appointment of a receiver to oversee the cemetery operations. We cannot quantify our ultimate liability, if any, for the payment of damages.

Janie Niven & Jennifer Mazzo, Individually and on behalf of all others similarly situated v. SCI Funeral Services of Florida, Inc., et al .; Case No. 2012CA015951, In the Circuit Court of the 15th Judicial District in and for Palm Beach County, Florida. This lawsuit was filed by plaintiffs in the preceding Sands and Schwartz cases regarding Beth David Memorial Gardens and Chapel located in Hollywood, Florida. Although we acquired the cemetery in connection with our 2006 acquisition of Alderwoods Group, Inc., we never managed the cemetery and sold it to a third-party shortly after closing on the Alderwoods acquisition. Plaintiffs seek to certify a class of cemetery plot owners and their families. Plaintiffs allege the cemetery engaged in wrongful burial practices and did not disclose them to customers. Plaintiffs seek compensatory, consequential and punitive damages as well as the appointment of a receiver to oversee the cemetery operations. We cannot quantify our ultimate liability, if any, for the payment of damages.

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 but not limited to the Prise, Bryant and Southern 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 was originally brought under the Fair Labor Standards Act (“FLSA”) and various state laws on behalf of all Alderwoods and SCI-affiliated employees who performed work for which they allegedly were not fully compensated, including work for which overtime pay was owed. Although the court initially conditionally certified an FLSA class of claims as to certain job positions for Alderwoods employees, the court granted our motion to decertify the class on September 9, 2011, and dismissed the claims of all collective members except two named plaintiffs. Of the two remaining plaintiffs, one has dismissed her claims with prejudice and we have settled with the other plaintiff for an amount that is not material to the Company.

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 Alameda. 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. C 08-01184-SI. On December 29, 2009, the court in the Helm case denied the plaintiffs' motion to certify the case as a class action. The plaintiffs modified and refiled their motion for certification. On March 9, 2011, the court denied plaintiffs' renewed motions to certify a class in both of the Bryant and Helm cases and dismissed the Helm case. The Helm plaintiff is appealing the court's order decertifying her claims. The individual claims in the Bryant case are still pending. The plaintiffs have also (i) filed additional lawsuits with similar allegations seeking class certification of state law claims in different states, and (ii) made a large number of demands for arbitration. We cannot quantify our ultimate liability, if any, in these lawsuits.

Southern, et al. v. SCI Kentucky Funeral Services, Inc.; Case No. 11CIO6501; in the Jefferson Circuit Court, Division Eight, Kentucky. This lawsuit was filed on October 6, 2011 against an SCI subsidiary and purports to have been brought on behalf of employees who worked in Kentucky as funeral directors. The plaintiffs allege causes of action for various violations of Kentucky wage and hour laws, and breach of contract. Plaintiffs seek unpaid wages, compensatory and exemplary relief, damages, attorneys' fees and costs, and pre- and post judgment interest. 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.

13. Equity

(All shares reported in whole numbers)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Share Authorization

We are authorized to issue 1,000,000 shares of preferred stock, $1 per share par value. No preferred shares were issued as of December 31, 2012 or 2011. At December 31, 2012 and 2011, 500,000,000 common shares of $1 par value were authorized. We had 211,046,501 and 222,955,853 shares issued and outstanding, net of 10,000 and 1,709,542 shares held in treasury at par at December 31, 2012 and 2011, respectively.

Accumulated Other Comprehensive Income

Our components of Accumulated other comprehensive income are as follows:

	Foreign Currency Translation Adjustment			Unrealized Gains and Losses			Accumulated Other Comprehensive (Loss) Income
	(In thousands)
Balance at December 31, 2009	$	97,142		$	—		$	97,142
Activity in 2010	15,626			—			15,626
Increase in net unrealized gains associated with available-for-sale securities of the trusts, net of taxes	—			147,688			147,688
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	—			(147,688		)	(147,688		)
Balance at December 31, 2010	$	112,768		$	—		$	112,768
Activity in 2011	(6,916		)	—			(6,916		)
Reduction in net unrealized gains associated with available-for-sale securities of the trusts, net of taxes	—			(80,789		)	(80,789		)
Reclassification of net unrealized losses activity attributable to the Deferred preneed funeral and cemetery receipts held in trust and Care trusts’ corpus, net of taxes	—			80,789			80,789
Balance at December 31, 2011	$	105,852		$	—		$	105,852
Activity in 2012	5,865						5,865
Increase in net unrealized gains associated with available-for-sale securities of the trusts, net of taxes	—			95,686			95,686
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	—			(95,686		)	(95,686		)
Balance at December 31, 2012	$	111,717		$	—		$	111,717

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 cumulative currency translation adjustments in Accumulated other comprehensive income.

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 share repurchase program. During 2012, we repurchased 15,294,567 shares of common stock at an aggregate cost of $184.9 million, which is an average cost per share of $12.09. During 2011, we repurchased 19,752,174 shares of common stock at an aggregate cost of $195.7 million, which is an average cost per share of $9.91. During 2010, we repurchased 13,927,510 shares of common stock at an aggregate cost of $116.2 million, which is an average cost per share of $8.34. In November 2012, our Board of Directors approved an additional increase in our share repurchase program authorizing the investment of up to an additional $155.0 million to repurchase our common stock, bringing total authorization up to $200.0 million. The remaining dollar value of shares authorized to be purchased under the share repurchase program was $190.1 million at December 31, 2012.

Cash Dividends

On November 14, 2012, our Board of Directors approved a cash dividend of $0.06 per common share payable on December 31, 2012 to stockholders of record as of December 14, 2012. We paid $60.3 million, $44.8 million, and $40.0 million in cash dividends

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in 2012, 2011, and 2010, respectively. In 2012, five dividends were paid including the fourth quarter 2012 dividend, which historically would have been paid in the first quarter of 2013. On February 13, 2013 our Board of Directors approved a cash dividend of $0.06 per common share payable on March 28, 2013 to stockholders of record as of March 15, 2013.

14. Share-Based Compensation

Stock Benefit Plans

We maintain benefit plans whereby shares of our common stock may be issued pursuant to the exercise of stock options or restricted stock granted to officers and key employees. Our Amended and Restated Incentive Plan reserves 44,000,000 shares of common stock for outstanding and future awards of stock options, restricted stock, and other stock based awards to officers and key employees.

Our benefit plans allow for options to be granted as either non-qualified or incentive stock options. The options historically have been granted annually, or upon hire, as approved by the Compensation Committee of the Board of Directors. The options are granted with an exercise price equal to the market price of our common stock on the date the grant, as approved by the Compensation Committee of the Board of Directors. The options are generally exercisable at a rate of 33¹/3% each year unless alternative vesting methods are approved by the Compensation Committee of the Board of Directors. Restricted stock awards are generally expensed to income ratably over the period during which the restrictions lapse. At December 31, 2012 and 2011, 9,218,551 and 11,789,483 shares, respectively, were reserved for future option and restricted stock grants under our 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, risk-free interest rate, expected holding period, and 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 grant. The fair values of our stock options are calculated using the following weighted average assumptions, based on the methods described above for the years ended December 31, 2012, 2011, and 2010:

	Years Ended December 31,
Assumptions	2012		2011		2010
Dividend yield	1.8	%	2.4	%	1.9	%
Expected volatility	40.8	%	38.4	%	37.5	%
Risk-free interest rate	0.8	%	2.4	%	2.3	%
Expected holding period (years)	5.0		5.0		5.0

The following table summarizes certain information with respect to stock option and restricted share compensation for 2012, 2011, and 2010, as included in our consolidated statement of operations for those respective periods:

	December 31,
	2012		2011		2010
	(In thousands)
Total pretax employee share-based compensation expense included in net income	$	10,983	$	9,144	$	8,878
Income tax benefit related to share-based compensation included in net income	$	4,092	$	3,218	$	3,740

We realized windfall tax deductions of $16.3 million, $4.9 million, and $2.7 million in excess of previously recorded tax benefits, based on the option and restricted share value at the time of grant for the years ended December 31, 2012, 2011, and 2010, respectively. Pursuant to the Stock-Based Compensation Topic of the ASC, the additional tax benefit associated with the windfall is not recognized until the deduction reduces taxes payable.

Stock Options

The following table sets forth stock option activity for the year ended December 31, 2012:

(Shares reported in whole numbers and not in thousands)

82

	Options		Weighted-Average Exercise Price
Outstanding at December 31, 2011	13,404,216		$	7.88
Granted	2,035,400		$	11.17
Exercised	(2,993,046	)	$	6.14
Canceled	(44,600	)	$	9.61
Outstanding at December 31, 2012	12,401,970		$	8.84
Exercisable at December 31, 2012	8,171,966		$	8.33

During the twelve months ended December 31, 2012, 44,600 of the canceled shares were forfeited. The aggregate intrinsic value for stock options outstanding and exercisable was $61.3 million and $44.4 million, respectively, at December 31, 2012.

Set forth below is certain information related to stock options outstanding and exercisable at December 31, 2012:

(Shares reported in whole numbers and not in thousands)

	Options Outstanding				Options Exercisable
	Number Outstanding at December 31,	Weighted- Average Remaining	Weighted- Average		Number Exercisable at December 31,	Weighted- Average
Range of Exercise Price	2012	Contractual Life	Exercise Price		2012	Exercise Price
$4.01 — 6.00	2,152,554	4.1	$	4.19	2,152,554	$	4.19
$6.01 — 9.00	2,691,827	4.1	$	7.80	1,978,662	$	7.86
$9.01 — 15.00	7,557,589	4.8	$	10.53	4,040,750	$	10.77
$4.01 — 15.00	12,401,970	4.5	$	8.84	8,171,966	$	8.33

Other information pertaining to option activity during the years ended December 31 is as follows:

	2012		2011		2010
Weighted average grant-date fair value of stock options granted	$	3.41	$	2.73	$	2.31
Total fair value of stock options vested (in thousands)	$	5,088	$	5,015	$	6,022
Total intrinsic value of stock options exercised (in thousands)	$	20,333	$	5,184	$	1,804

For the years ended December 31, 2012, 2011, and 2010, cash received from the exercise of stock options was $18.4 million, $8.2 million, and $1.8 million, respectively. We recognized compensation expense of $6.2 million, $5.1 million, and $5.3 million related to stock options for the years ended December 31, 2012, 2011, and 2010, respectively. As of December 31, 2012, the unrecognized compensation expense related to stock options of $7.2 million is expected to be recognized over a weighted average period of 1.3 years.

Restricted Shares

Restricted share activity was as follows:

(Shares reported in whole numbers)

	Restricted Shares		Weighted-Average Grant-Date Fair Value
Nonvested restricted shares at December 31, 2011	1,165,170		$	7.53
Granted	483,170		$	11.18
Vested	(543,761	)	$	6.21
Nonvested restricted shares at December 31, 2012	1,104,579		$	9.78

The fair market value of our restricted stock, as determined on the grant date, is being amortized and charged to income (with an offsetting credit to Capital in excess of par value) generally over the average period during which the restrictions lapse. At

83

December 31, 2012, unrecognized compensation expense of $5.6 million related to restricted shares, which is recorded in Capital in excess of par value on our balance sheet, is expected to be recognized over a weighted average period of 1.3 years. We recognized compensation expense of $4.9 million, $4.1 million, and $3.6 million during the years ended December 31, 2012, 2011, and 2010, respectively, related to our restricted shares.

15. Retirement Plans

We currently have a supplemental retirement plan for certain current and former key employees (SERP), a supplemental retirement plan for officers and certain key employees (Senior SERP), a retirement plan for certain non-employee directors (Directors’ Plan), a Retirement Plan for Rose Hills Trustees, and a Rose Hills Supplemental Retirement Plan (Rose Hills SERP) (collectively, the “Plans”). We also provide a 401(k) employee savings plan. All of our Plans have a measurement date of December 31.

The Plans are frozen; therefore, the participants do not earn incremental benefits from additional years of service, and we do not incur any additional service cost since December 31, 2000.

Retirement benefits under the SERP are based on years of service and average monthly compensation, reduced by benefits under Social Security. The Senior SERP provides retirement benefits based on years of service and position. The Directors’ Plan provides for an annual benefit to directors following retirement, based on a vesting schedule.

The components of the Plans’ net periodic benefit cost for the years ended December 31 were as follows:

	2012		2011			2010
	(In thousands)
Interest cost on projected benefit obligation	$	1,109	$	1,306		$	1,498
Actual return on plan assets	—		—			—
Recognized net actuarial (gains) losses	1,418		(289		)	534
	$	2,527	$	1,017		$	2,032

The Plans’ funded status at December 31 was as follows:

	2012			2011
	(In thousands)
Change in Benefit Obligation:
Benefit obligation at beginning of year	$	29,214		$	31,377
Interest cost	1,109			1,306
Actuarial loss	1,806			49
Benefits paid	(3,455		)	(3,518		)
Benefit obligation at end of year	$	28,674		$	29,214
Change in Plan Assets:
Fair value of plan assets at beginning of year	$	—		$	—
Employer contributions	3,455			3,518
Benefits paid, including expenses	(3,455		)	(3,518		)
Fair value of plan assets at end of year	$	—		$	—
Funded status of plan	$	(28,674	)	$	(29,214	)
Net amount recognized in the Consolidated Balance Sheet	$	(28,674	)	$	(29,214	)
Funding Summary:
Projected benefit obligations	$	28,674		$	29,214
Accumulated benefit obligation	$	28,674		$	29,214
Amounts Recognized in the Consolidated Balance Sheet:
Accrued benefit liability	$	(28,674	)	$	(29,214	)

The retirement benefits under the Plans are unfunded obligations of the Company. We have purchased various life insurance policies on the participants in the Plans with the intent to use the proceeds or any cash value buildup from such policies to assist in meeting, at least to the extent of such assets, the Plan’s funding requirements. The face value of these insurance policies at

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December 31, 2012 and 2011 was $49.8 million and $51.1 million, respectively, and the cash surrender value was $37.2 million and $37.5 million, respectively. The outstanding loans against the policies are minimal and there are no restrictions in the policies regarding loans.

The Plans’ weighted-average assumptions used to determine the benefit obligation and net benefit cost are as follows: we base our discount rate used to compute future benefit obligations using an analysis of expected future benefit payments. The reasonableness of our discount rate is verified by comparing the rate to the rate earned on high-quality fixed income investments, such as the Moody’s Aa index, plus 50 basis points. The assumed rate of return on plan assets was not applicable as we pay plan benefits as they come due. As all Plans are curtailed, the assumed rate of compensation increase is zero.

	2012		2011		2010
Weighted average discount rate used to determine obligations	2.90	%	4.05	%	4.45	%
Weighted average discount rate used to determine net periodic pension cost	4.05	%	4.41	%	4.80	%

The following benefit payments are expected to be paid in future years related to our Plans:

2013	$	3,537
2014	3,613
2015	2,995
2016	2,777
2017	2,479
Years 2018 through 2022	9,443

We have an employee savings plan that qualifies under section 401(k) of the Internal Revenue Code for the exclusive benefit of our United States employees. Under the plan, participating employees may contribute a portion of their pretax and/or after-tax income in accordance with specified guidelines up to a maximum of 50%.

During 2012, 2011, and 2010 we matched a percentage of the employee contributions through contributions of cash. For these years, our matching contribution was based upon the following:

Years of Vesting Service	Percentage of Deferred Compensation
0 — 5 years	75% of the first 6% of deferred compensation
6 — 10 years	100% of the first 6% of deferred compensation
11 or more years	125% of the first 6% of deferred compensation

The amount of our matched contributions in 2012, 2011, and 2010 was $23.1 million, $22.3 million, and $20.3 million, respectively.

16. 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 United States, Canada, and Germany. We conduct both funeral and cemetery operations in the United States and Canada and funeral operations in Germany.

Our reportable segment information is as follows:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Funeral		Cemetery		Reportable Segments
	(In thousands)
2012
Revenues from external customers	$	1,625,738	$	784,743	$	2,410,481
Interest expense	4,302		384		4,686
Depreciation and amortization	91,024		22,783		113,807
Amortization of intangible assets	18,803		5,021		23,824
Gross profit	349,157		176,070		525,227
Amortization of cemetery property	—		44,976		44,976
Total assets	4,537,444		4,808,558		9,346,002
Capital expenditures	43,984		58,155		102,139
2011
Revenues from external customers	$	1,573,498	$	742,542	$	2,316,040
Interest expense	3,957		305		4,262
Depreciation and amortization	89,872		21,355		111,227
Amortization of intangible assets	18,582		5,540		24,122
Gross profit	330,732		147,804		478,536
Amortization of cemetery property	—		40,046		40,046
Total assets	4,494,331		4,496,749		8,991,080
Capital expenditures	45,275		57,972		103,247
2010
Revenues from external customers	$	1,492,838	$	697,714	$	2,190,552
Interest expense	3,033		257		3,290
Depreciation and amortization	87,897		20,909		108,806
Amortization of intangible assets	17,464		6,095		23,559
Gross profit	317,068		132,155		449,223
Amortization of cemetery property	—		32,418		32,418
Total assets	4,262,675		4,450,028		8,712,703
Capital expenditures	34,762		48,427		83,189

The following table reconciles certain reportable segment amounts to our corresponding consolidated amounts:

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	Reportable Segments		Corporate		Consolidated
	(In thousands)
2012
Revenue from external customers	$	2,410,481	$	—	$	2,410,481
Interest expense	4,686		130,382		135,068
Depreciation and amortization	113,807		6,420		120,227
Amortization of intangible assets	23,824		29		23,853
Total assets	9,346,002		337,566		9,683,568
Capital expenditures	102,139		13,489		115,628
2011
Revenue from external customers	$	2,316,040	$	—	$	2,316,040
Interest expense	4,262		129,520		133,782
Depreciation and amortization	111,227		6,820		118,047
Amortization of intangible assets	24,122		1,469		25,591
Total assets	8,991,080		336,732		9,327,812
Capital expenditures	103,247		15,128		118,375
2010
Revenue from external customers	$	2,190,552	$	—	$	2,190,552
Interest expense	3,290		124,906		128,196
Depreciation and amortization	108,806		7,585		116,391
Amortization of intangible assets	23,559		1,638		25,197
Total assets	8,712,703		477,837		9,190,540
Capital expenditures	83,189		14,710		97,899

The following table reconciles gross profits from reportable segments shown above to our consolidated income from continuing operations before income taxes:

	2012			2011			2010
	(In thousands)
Gross profit from reportable segments	$	525,227		$	478,536		$	449,223
General and administrative expenses	(123,905		)	(103,860		)	(103,689		)
(Losses) gains on divestitures and impairment charges, net	(1,533		)	(10,977		)	8,512
Operating income	399,789			363,699			354,046
Interest expense	(135,068		)	(133,782		)	(128,196		)
Losses on early extinguishment of debt, net	(22,706		)	(3,509		)	(9,400		)
Other income (expense), net	3,668			(772		)	3,009
Income from continuing operations before income taxes	$	245,683		$	225,636		$	219,459

Our geographic area information was as follows:

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	United States			Canada			Germany			Total
	(In thousands)
2012
Revenues from external customers	$	2,191,532		$	212,898		$	6,051		$	2,410,481
Interest expense	134,643			425			—			135,068
Depreciation and amortization	108,411			11,451			365			120,227
Amortization of intangible assets	22,433			1,420			—			23,853
Amortization of cemetery property	39,803			5,173			—			44,976
Operating income	346,289			53,081			419			399,789
(Losses) gains on divestitures and impairment charges, net	(1,502		)	(9		)	(22		)	(1,533		)
Long-lived assets	4,575,926			359,882			2,918			4,938,726
2011
Revenues from external customers	$	2,103,738		$	205,733		$	6,569		$	2,316,040
Interest expense	133,479			303			—			133,782
Depreciation and amortization	105,931			11,723			393			118,047
Amortization of intangible assets	24,223			1,368			—			25,591
Amortization of cemetery property	35,375			4,671			—			40,046
Operating income	311,790			51,367			542			363,699
(Losses) gains on divestitures and impairment charges, net	(10,299		)	(678		)	—			(10,977		)
Long-lived assets	4,553,557			351,813			3,038			4,908,408
2010
Revenues from external customers	$	1,981,190		$	202,760		$	6,602		$	2,190,552
Interest expense	127,971			225			—			128,196
Depreciation and amortization	104,496			11,507			388			116,391
Amortization of intangible assets	23,524			1,673			—			25,197
Amortization of cemetery property	27,688			4,730			—			32,418
Operating income	301,297			51,799			950			354,046
(Losses) gains on divestitures and impairment charges, net	6,837			1,600			75			8,512
Long-lived assets	4,467,176			363,008			3,600			4,833,784

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

17. Supplementary Information

The detail of certain balance sheet accounts is as follows:

	December 31,
	2012			2011
	(In thousands)
Cash and cash equivalents:
Cash	$	52,431		$	67,937
Commercial paper and temporary investments	40,277			60,632
	$	92,708		$	128,569
Receivables, net:
Notes receivable	$	976		$	1,313
Atneed funeral receivables, net of allowances of $8,590 and $7,755, respectively	73,911			77,103
Atneed cemetery receivables, net of allowances of $1,690 and $1,989, respectively	14,408			12,837
Other	16,226			12,639
	$	105,521		$	103,892
Other current assets:
Income tax receivable	$	4,805		$	8,670
Prepaid insurance	4,258			4,221
Restricted cash	1,484			4,138
Other	9,999			8,774
	$	20,546		$	25,803
Cemetery property:
Undeveloped land	$	1,077,930		$	1,072,170
Developed lots, lawn crypts, and mausoleum spaces	412,018			425,533
	$	1,489,948		$	1,497,703
Property and equipment:
Land	$	524,381		$	515,100
Buildings and improvements	1,596,888			1,526,290
Operating equipment	482,476			456,852
Leasehold improvements	27,532			24,717
Capital leases	181,386			168,538
	2,812,663			2,691,497
Less: Accumulated depreciation	(1,070,385		)	(976,823		)
Accumulated amortization of capital leases	(101,177		)	(96,313		)
	$	1,641,101		$	1,618,361
Deferred charges and other assets:
Intangible assets, net	257,703			253,251
Restricted cash	4,457			6,903
Non-current deferred tax assets	490			6,932
Notes receivable, net of allowances of $1,316 and $1,665, respectively	10,334			11,488
Cash surrender value of insurance policies	84,875			77,791
Other	67,408			74,486
	$	425,267		$	430,851

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	December 31,
	2012		2011
	(In thousands)
Accounts payable and accrued liabilities:
Accounts payable	$	104,025	$	115,302
Accrued compensation	97,750		82,145
Accrued dividend	—		11,027
Accrued interest	20,709		22,555
Accrued property taxes	14,246		13,057
Self insurance reserves	57,543		52,697
Bank overdraft	22,240		15,309
Other accrued liabilities	57,270		46,812
	$	373,783	$	358,904
Other liabilities:
Accrued pension	$	27,374	$	29,214
Deferred compensation	59,897		49,711
Customer refund obligation reserve	70,656		76,270
Tax liability	185,568		207,701
Indemnification liability	1,681		2,490
Payable to ECF	41,806		35,316
Other	12,968		14,071
	$	399,950	$	414,773

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Revenues and Costs and Expenses

The detail of certain income statement accounts is as follows for the years ended December 31:

	2012		2011		2010
	(In thousands)
Merchandise revenues:
Funeral	$	539,581	$	514,718	$	489,744
Cemetery	554,504		516,683		481,508
Total merchandise revenues	1,094,085		1,031,401		971,252
Services revenues:
Funeral	984,026		968,578		930,163
Cemetery	203,104		195,369		186,236
Total services revenues	1,187,130		1,163,947		1,116,399
Other revenues	129,266		120,692		102,901
Total revenues	$	2,410,481	$	2,316,040	$	2,190,552
Merchandise costs and expenses:
Funeral	$	267,355	$	258,694	$	247,104
Cemetery	233,875		222,406		204,665
Total cost of merchandise	501,230		481,100		451,769
Services costs and expenses:
Funeral	517,131		496,036		453,678
Cemetery	99,063		97,702		94,776
Total cost of services	616,194		593,738		548,454
Overhead and other expenses	767,830		762,666		741,106
Total cost and expenses	$	1,885,254	$	1,837,504	$	1,741,329

Certain Non-Cash Financing and Investing Transactions

	Years Ended December 31,
	2012		2011		2010
	(In thousands)
Dividends accrued but not paid	$	—	$	11,027	$	9,602

18. 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 stock that shared in our earnings.

A reconciliation of the numerators and denominators of the basic and diluted EPS for the three years ended December 31 is presented below:

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SERVICE CORPORATION INTERNATIONAL

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	2012		2011		2010
	(In thousands, except per share amounts)
Amounts attributable to common stockholders:
Net income:
Net income — basic	$	152,546	$	144,903	$	126,417
After tax interest on convertible debt	51		51		51
Net income — diluted	$	152,597	$	144,954	$	126,468
Weighted average shares:
Weighted average shares — basic	215,712		234,242		248,871
Stock options	3,233		2,306		1,610
Convertible debt	121		121		121
Weighted average shares — diluted	219,066		236,669		250,602
Net income per share:
Basic	$	0.71	$	0.62	$	0.51
Diluted	$	0.70	$	0.61	$	0.50

The computation of diluted earnings per share excludes outstanding stock options and convertible debt in certain periods in which the inclusion of such options and debt would be antidilutive to the periods presented. Total options not currently included in the computation of diluted EPS in shares are 1.3 million, 4.9 million, and 4.8 million for the years ended December 31, 2012, 2011, and 2010, respectively.

19. Acquisition

Neptune

The Company acquired 70% of the outstanding shares of The Neptune Society, Inc. (Neptune) on June 3, 2011 for $44 million. Neptune is the nation's largest direct cremation organization with a network of 30 locations in nine states. Neptune operates under the brand names Neptune Society, Neptune Cremation Service, and Trident Society. With this acquisition we will be expanding the footprint into a sector of the market that will continue to grow and that we do not currently target through our traditional funeral service and cemetery network. We have completed our evaluation of purchase price allocation. As a result of this acquisition, we recognized $37.6 million of intangible assets and $37.3 million of goodwill.

Keystone

In March 2010, pursuant to a tender offer, we acquired Keystone North America, Inc. (Keystone) for C$8.07 per share in cash, resulting in a purchase price of $288.9 million, which includes the refinancing of $80.7 million of Keystone’s debt.

We incurred acquisition costs of $7.1 million of which $3.7 million is included in General and Administrative Expenses for the year ended December 31, 2010, respectively, and the remainder was incurred in prior periods.

The primary reasons for the merger and the principal factors that contributed to the recognition of goodwill in this acquisition were:

• the acquisition of Keystone enhances our network footprint, enabling us to serve a number of new, complementary areas;

• combining the two companies’ operations provides synergies and related cost savings through the elimination of duplicate home office functions and economies of scale; and

• the acquisition of Keystone’s preneed backlog of deferred revenues enhances our long-term stability.

The following table summarizes the adjusted fair values of the assets acquired and liabilities assumed as of March 26, 2010:

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SERVICE CORPORATION INTERNATIONAL

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

	(In thousands)
Accounts receivable	$	6,131
Other current assets	20,200
Cemetery property	19,949
Property and equipment, net	105,888
Preneed funeral and cemetery receivables and trust investments	66,395
Finite-lived intangible assets	34,312
Indefinite-lived intangible assets	33,700
Deferred charges and other assets	6,533
Goodwill	108,643
Total assets acquired	401,751
Current liabilities	11,719
Long-term debt	2,548
Deferred preneed funeral and cemetery revenues and deferred receipts held in trusts	69,336
Deferred tax liability	20,939
Other liabilities	8,347
Total liabilities assumed	112,889
Net assets acquired	$	288,862

The gross amount of accounts receivable is $8.2 million, of which $2.1 million is not expected to be collected. Included in Preneed funeral and cemetery receivables and trust investments are receivables under preneed contracts with a fair value of $5.2 million. The gross amount due under the contracts is $5.5 million, of which $0.3 million is not expected to be collected.

We have finalized our assessment of the fair values. Goodwill, land, and certain identifiable intangible assets recorded in the acquisition are not subject to amortization; however, the goodwill and intangible assets will be tested periodically for impairment as required by the Intangible Assets Topic of the ASC. Of the $108.6 million in goodwill recognized, $4.3 million was allocated to our cemetery segment and $104.3 million was allocated to our funeral segment. As a result of the carryover of Keystone’s tax basis, $26.0 million of this goodwill is deductible for tax purposes. The identified intangible assets are comprised of the following:

	Useful life
	Minimum	Maximum	Fair Value
	(Years)		(In thousands)
Preneed customer relationships related to insurance claims	10	10	$	15,200
Other preneed customer relationships	10	14	1,740
Covenants-not-to-compete	5	15	13,332
Operating leases	5	15	440
Tradenames	5	5	3,600
Tradenames		Indefinite	33,200
Licenses and permits		Indefinite	500
Total intangible assets			$	68,012

Included in our results of operations for the twelve months ended December 31, 2010 is revenue of $83.7 million and net income of $16.7 million for the period from the acquisition date (March 26, 2010) through December 31, 2010. The following unaudited pro forma summary presents financial information as if the acquisition had occurred at the beginning of the year presented for the consolidated company:

	2011
	(In thousands)
Revenue	$	2,220,204
Net income	$	129,970

20. Divestiture-Related Activities

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SERVICE CORPORATION INTERNATIONAL

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

As divestitures occur in the normal course of business, gains or losses on the sale of such locations are recognized in the income statement line item (Losses) gains 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.

(Losses) gains on divestitures and impairment charges, net consist of the following for the years ended December 31:

	2012			2011			2010
	(In thousands)
(Losses) gains on divestitures, net	$	617		$	(8,526	)	$	16,547
Impairment losses	(2,150		)	(2,451		)	(8,035		)
	$	(1,533	)	$	(10,977	)	$	8,512

Keystone

In conjunction with our acquisition of Keystone, we entered into an agreement with the Federal Trade Commission to sell 22 funeral homes and five cemeteries, which were sold for $34.9 million in the second quarter of 2010. We recognized a gain on divestitures of $6.2 million associated with the former SCI properties.

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21. Quarterly Financial Data (Unaudited)

Quarterly financial data for 2012 and 2011 is as follows:

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(In thousands, except per share amounts)
2012
Revenues	$	602,506		$	597,372		$	581,182		$	629,421
Costs and expenses	(474,939		)	(469,183		)	(459,911		)	(481,221		)
Gross profits	127,567			128,189			121,271			148,200
Operating income	101,118			99,689			95,176			103,806
Income from continuing operations before income taxes (1)	71,435			63,574			63,925			46,749
Provision for income taxes	(23,120		)	(25,935		)	(22,128		)	(20,365		)
Net income	48,315			37,639			41,797			26,384
Net income attributable to noncontrolling interests	(290		)	(563		)	(735		)	(1		)
Net income attributable to common stockholders	48,025			37,076			41,062			26,383
Net income attributable to common stockholders per share (2):
Basic — EPS	0.22			0.17			0.19			0.12
Diluted — EPS	0.22			0.17			0.19			0.12
2011
Revenues	$	579,699		$	576,774		$	572,999		$	586,568
Costs and expenses	(453,253		)	(461,751		)	(465,949		)	(456,551		)
Gross profits	126,446			115,023			107,050			130,017
Operating income	97,193			80,495			78,186			107,825
Income from continuing operations before income taxes (1)	63,994			44,827			44,042			72,773
Provision for income taxes	(24,065		)	(18,089		)	(9,027		)	(28,223		)
Net income	39,929			26,738			35,015			44,550
Net (income) loss attributable to noncontrolling interests	(1,165		)	(645		)	481			—
Net income attributable to common stockholders	38,764			26,093			35,496			44,550
Net income attributable to common stockholders per share (2):
Basic — EPS	0.16			0.11			0.15			0.20
Diluted — EPS	0.16			0.11			0.15			0.20

_________________________________

(1) Includes (Losses) gains on divestitures and impairment charges, net, as described in Note 20.

(2) Net income per share is computed independently for each of the quarters presented. Therefore, the sum of the quarters’ net income per share may not equal the total computed for the year.

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SERVICE CORPORATION INTERNATIONAL SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS Three Years Ended December 31, 2012
Description	Balance at Beginning of Period			Charged (Credited) to Costs and Expenses		Charged (Credited) to Other Accounts(1)			Write-Offs(2)			Balance at End of Period
	(In thousands)
Current provision:
Allowance for doubtful accounts:
Year Ended December 31, 2012	$	9,744		$	9,706	$	38,946		$	(48,116	)	$	10,280
Year Ended December 31, 2011	$	13,973		$	9,254	$	25,813		$	(39,296	)	$	9,744
Year Ended December 31, 2010	$	14,171		$	8,153	$	17,926		$	(26,277	)	$	13,973
Due After One Year:
Allowance for doubtful accounts:
Year Ended December 31, 2012	$	1,665		$	—	$	1		$	(350	)	$	1,316
Year Ended December 31, 2011	$	3,111		$	—	$	—		$	(1,446	)	$	1,665
Year Ended December 31, 2010	$	3,135		$	—	$	—		$	(24	)	$	3,111
Preneed Funeral and Preneed Cemetery
Asset allowance for cancellation:
Year Ended December 31, 2012	$	77,992		$	4,549	$	(295	)	$	—		$	82,246
Year Ended December 31, 2011	$	77,792		$	2,852	$	(2,652	)	$	—		$	77,992
Year Ended December 31, 2010	$	71,202		$	3,204	$	3,386		$	—		$	77,792
Deferred Preneed Funeral and Cemetery
Revenue allowance for cancellation:
Year Ended December 31, 2012	$	(136,004	)	$	—	$	4,684		$	—		$	(131,320	)
Year Ended December 31, 2011	$	(134,760	)	$	—	$	(1,244	)	$	—		$	(136,004	)
Year Ended December 31, 2010	$	(130,897	)	$	—	$	(3,863	)	$	—		$	(134,760	)
Deferred tax valuation allowance:
Year Ended December 31, 2012	$	63,681		$	3,713	$	338		$	—		$	67,732
Year Ended December 31, 2011	$	63,614		$	67	$	—		$	—		$	63,681
Year Ended December 31, 2010	$	68,192		$	76	$	(4,654	)	$	—		$	63,614

_________________________________

(1) Primarily relates to acquisitions and dispositions of operations.

(2) Uncollected receivables written off, net of recoveries.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), conducted an evaluation of the effectiveness of our disclosure controls and procedures, as such term is defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the Exchange Act), as of the end of the period covered by this Annual Report on Form 10-K. Based on this evaluation, our CEO and CFO concluded that our disclosure controls and procedures as of December 31, 2012 were effective to ensure that information we are required to disclose in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules

96

and forms, and (ii) accumulated and communicated to our management, including our CEO and CFO, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13-a-15(f)). SCI’s internal control over financial reporting is a process, under the supervision of our CEO and CFO, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, with the participation of our CEO and CFO, has assessed the effectiveness of our internal control over financial reporting as of December 31, 2012 based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2012.

The effectiveness of our internal control over financial reporting as of December 31, 2012 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included in this Annual Report on Form 10-K.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2012 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.    Other Information.

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

Item 11. Executive Compensation

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Item 13. Certain Relationships and Related Transactions and Director Independence

Item 14. Principal Accountant Fees and Services

Information required by PART III (Items 10, 11, 12, 13 and 14) has been omitted as we intend to file with the Commission not later than 120 days after the end of our fiscal year a definitive proxy statement that includes such information. Such information is set forth in such proxy statement (i) with respect to Item 10, under the captions “Proxy Voting: Questions and Answers,” “Election of Directors,” “Other Matters — Section 16(a) Beneficial Ownership Reporting Compliance” and “Report of the Audit Committee,” (ii) with respect to Items 11 and 13, under the captions “Election of Directors,” “Compensation Discussion and Analysis,” “Compensation Committee Report,” “Certain Information with Respect to Officers and Directors,” “Compensation Committee Interlocks and Insider Participation” and “Certain Transactions”, (iii) with respect to Item 12, under the caption “Voting Securities and Principal Holders”, and (iv) with respect to Item 14, under the caption “Proposal to Approve the Selection of Independent Registered Public Accounting Firm — Audit Fees and All Other Fees”. The information as specified in the preceding sentence is incorporated herein by reference; provided however, notwithstanding anything set forth in this Form 10-K, the information under the captions “Compensation Committee Report” and “Report of the Audit Committee” in such proxy statement, is not incorporated by reference into this Form 10-K.

The information regarding our executive officers called for by Item 401 of Regulation S-K and the information regarding our code of ethics called for by Item 406 of Regulation S-K has been included in PART I of this report. The information regarding our equity compensation plan information called for by Item 201(d) of Regulation S-K is set forth below.

Equity Compensation Plan Information at December 31, 2012:

	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
Plan Category	(a)	(b)		(c)
Equity compensation plans approved by security holders	12,167,320	$	8.80	12,401,970
Equity compensation plans not approved by security holders(1)	234,650	$	8.24	—
Total	12,401,970	$	8.79	12,401,970

_______________________________________

(1) Includes options outstanding under the 1996 Nonqualified Incentive Plan under which nonqualified stock options were granted to employees who are not officers or directors. We have 234,650 total options outstanding under the 1996 Non-qualified Incentive Plan. No shares of our common stock are available for any future grants under this plan. See Note 15 in Part II, Item 8. Financial Statements and Supplementary Data, for a further description of 1996 Nonqualified Incentive Plan. This plan has not been submitted for stockholder approval.

PART IV

Item 15. Exhibits and Financial Statement Schedule

(a)(1)-(2) Financial Statements and Schedule:

The financial statements and schedule are listed in the accompanying Index to Financial Statements and Related Schedule on page 42 of this report.

(3) Exhibits:

The exhibits listed on the accompanying Exhibit Index on pages 101-103 are filed as part of this report.

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(b) Included in (a) above.

(c) Included in (a) above.

99

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant, Service Corporation International, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SERVICE CORPORATION INTERNATIONAL
By:	/s/  Gregory T. Sangalis
	(Gregory T. Sangalis, Senior Vice President, General Counsel, and Secretary)

Dated: February 13, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.

Signature		Title	Date
/s/  R. L. WALTRIP*		Chairman of the Board	February 13, 2013
(R. L. Waltrip)
/s/  THOMAS L. RYAN*		President, Chief Executive Officer, and Director (Principal Executive Officer)	February 13, 2013
(Thomas L. Ryan)
/s/  ERIC D. TANZBERGER*		Senior Vice President, Chief Financial Officer, and Treasurer (Principal Financial Officer)	February 13, 2013
(Eric D. Tanzberger)
/s/  TAMMY R. MOORE*		Vice President and Corporate Controller (Principal Accounting Officer)	February 13, 2013
(Tammy R. Moore)
/s/  ALAN R. BUCKWALTER, III*		Director	February 13, 2013
(Alan R. Buckwalter, III)
/s/  ANTHONY L. COELHO*		Director	February 13, 2013
(Anthony L. Coelho)
/s/  MALCOLM GILLIS*		Director	February 13, 2013
(Malcolm Gillis)
/s/  VICTOR L. LUND*		Director	February 13, 2013
(Victor L. Lund)
/s/  JOHN W. MECOM, JR.*		Director	February 13, 2013
(John W. Mecom, Jr.)
/s/  CLIFTON H. MORRIS, JR.*		Director	February 13, 2013
(Clifton H. Morris, Jr.)
/s/  W. BLAIR WALTRIP*		Director	February 13, 2013
(W. Blair Waltrip)
/s/ MARCUS A. WATTS*		Director	February 13, 2013
(Marcus A. Watts)
/s/  EDWARD E. WILLIAMS*		Director	February 13, 2013
(Edward E. Williams)
*By	/s/  GREGORY T. SANGALIS		February 13, 2013
	(Gregory T. Sangalis, as Attorney-In-Fact for each of the Persons indicated)

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EXHIBIT INDEX

PURSUANT TO ITEM 601 OF REG. S-K

ExhibitNumber		Description
3.1	—	Restated Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 to Registration Statement No. 333-10867 on Form S-3).
3.2	—	Articles of Amendment to Restated Articles of Incorporation. (Incorporated by reference to Exhibit 3.1 to Form 10-Q for the fiscal quarter ended September 30, 1996).
3.3	—	Statement of Resolution Establishing Series of Shares of Series D Junior Participating Preferred Stock, dated July 27, 1998. (Incorporated by reference to Exhibit 3.2 to Form 10-Q for the fiscal quarter ended June 30, 1998).
3.4	—	Bylaws, as amended. (Incorporated by reference to Exhibit 3.1 to Form 8-K dated November 16, 2007).
4.1	—	Senior Indenture dated as of February 1, 1993 by and between the Company and The Bank of New York, as trustee. (Incorporated by reference as Exhibit 4.1 to Form S-4 filed September 2, 2004 (File No. 333-118763)).
4.2	—	Agreement of Resignation, Appointment of Acceptance, dated October 21, 2005, among the Company, The Bank of New York and The Bank of New York Trust Company, N.A., appointing a successor trustee for the Senior Indenture dated as of February 1, 1993. (Incorporated by reference to Exhibit 4.1 to Form 10-Q for the fiscal quarter ended June 30, 2005).
10.1	—	Retirement Plan For Non-Employee Directors. (Incorporated by reference to Exhibit 10.1 to Form 10-K for the fiscal year ended December 31, 1991).
10.2	—	First Amendment to Retirement Plan For Non-Employee Directors. (Incorporated by reference to Exhibit 10.2 to Form 10-K for the fiscal year ended December 31, 2000).
10.3	—	Second Amendment to Retirement Plan for Non-Employee Directors. (Incorporated by reference to Exhibit 10.3 to Form 10-K for the fiscal year ended December 31, 2010).
10.4	—	Employment Agreement, dated December 28, 2006, between SCI Executive Services, Inc. and R.L. Waltrip (including Non-Competition Agreement and Amendment to Employment Agreement, dated November 11, 1991, among the Company, R. L. Waltrip and Claire Waltrip). (Incorporated by reference to Exhibit 10.4 to Form 10-K for the fiscal year ended December 31, 2006).
10.5	—	Amendment to Employment and Noncompetition Agreement, dated November 30, 2007, between SCI Executive Services, Inc. and R. L. Waltrip. (Incorporated by reference to Exhibit 10.5 to Form 10-K for the fiscal year ended December 31, 2007).
10.6	—	Amendment to Employment and Noncompetition Agreement, dated December 1, 2010, between SCI Executive Services, Inc. and R.L. Waltrip. (Incorporated by reference to Exhibit 10.7 to Form 10-K for the fiscal year ended December 31, 2010).
10.7	—	Employment and Noncompetition Agreement, dated January 1, 2004, between SCI Executive Services, Inc. and Thomas L. Ryan. (Incorporated by reference to Exhibit 10.9 to Form 10-K for the fiscal year ended December 31, 2003).
10.8	—	Addendum to Employment and Noncompetition Agreement, dated December 1, 2005, between SCI Executive Services, Inc. and Thomas L. Ryan. (Incorporated by reference to Exhibit 10.12 to Form 10-K for the fiscal year ended December 31, 2005).
10.9	—	Amendment to Employment and Noncompetition Agreement, dated November 30, 2007, between SCI Executive Services, Inc. and Thomas L. Ryan. (Incorporated by reference to Exhibit 10.8 to Form 10-K for fiscal year ended December 31, 2007).
10.10	—	Amendment to Employment and Noncompetition Agreement, dated December 1, 2010, between SCI Executive Services, Inc. and Thomas L. Ryan. (Incorporated by reference to Exhibit 10.11 to Form 10-K for the fiscal year ended December 31, 2010).
10.11	—	Employment and Noncompetition Agreement, dated January 1, 2004, between SCI Executive Services, Inc. and Michael R. Webb. (Incorporated by reference to Exhibit 10.10 to Form 10-K for the fiscal year ended December 31, 2003).
10.12	—	Addendum to Employment and Noncompetition Agreement, dated December 1, 2005, between SCI Executive Services, Inc. and Michael R. Webb. (Incorporated by reference to Exhibit 10.14 to Form 10-K for the fiscal year ended December 31, 2005).
10.13	—	Amendment to Employment and Noncompetition Agreement, dated November 30, 2007, between SCI Executive Services, Inc. and Michael R. Webb. (Incorporated by reference to Exhibit 10.11 to Form 10-K for the fiscal year ended December 31, 2007).
10.14	—	Amendment to Employment and Noncompetition Agreement, dated December 1, 2010, between SCI Executive Services, Inc. and Michael R. Webb. (Incorporated by reference to Exhibit 10.15 to Form 10-K for the fiscal year ended December 31, 2010).

101

ExhibitNumber		Description
10.15	—	Employment and Noncompetition Agreement, dated December 28, 2006 between SCI Executive Services, Inc. and Eric D. Tanzberger. (Incorporated by reference to Exhibit 10.11 to Form 10-K for the fiscal year ended December 31, 2006).
10.16	—	Amendment to Employment and Noncompetition Agreement, dated November 30, 2007, between SCI Executive Services, Inc. and Eric D. Tanzberger. (Incorporated by reference to Exhibit 10.13 to Form 10-K for the fiscal year ended December 31, 2007).
10.17	—	Amendment to Employment and Noncompetition Agreement , dated December 1, 2010, between SCI Executive Services, Inc. and Eric D. Tanzberger. (Incorporated by reference to Exhibit 10.18 to Form 10-K for the fiscal year ended December 31, 2010).
10.18	—	Employment and Noncompetition Agreement, dated December 28, 2006, between SCI Executive Services, Inc. and Sumner J. Waring, III. (Incorporated by reference to Exhibit 10.9 to Form 10-K for the fiscal year ended December 31, 2006).
10.19	—	Amendment to Employment and Noncompetition Agreement, dated November 30, 2007, between SCI Executive Services, Inc. and Sumner J. Waring, III. (Incorporated by reference to Exhibit 10.15 to Form 10-K for the fiscal year ended December 31, 2009).
10.20	—	Amendment to Employment and Noncompetition Agreement, dated December 1, 2010, between SCI Executive Services, Inc. and Sumner J. Waring, III.(Incorporated by reference to Exhibit 10.21 to Form 10-K for the fiscal year ended December 31, 2010).
10.21	—	Form of Employment and Noncompetition Agreement pertaining to non-senior officers. (Incorporated by reference to Exhibit 10.12 to Form 10-K for the fiscal year ended December 31, 2003).
10.22	—	Form of Addendum to Employment and Noncompetition Agreement pertaining to the preceding exhibit. (Incorporated by reference to Exhibit 10.20 to Form 10-K for the fiscal year ended December 31, 2005).
10.23	—	Form of Amendment to Employment and Noncompetition Agreement dated November 30, 2007, between SCI Executive Services, Inc. and non-senior officers. (Incorporated by reference to Exhibit 10.18 to Form 10-K for the fiscal year ended December 31, 2007).
10.24	—	Form of Amendment to Employment and Noncompetition Agreement, dated December 1, 2010, between SCI Executive Services, Inc. and non-senior officers. (Incorporated by reference to Exhibit 10.25 to Form 10-K for the fiscal year ended December 31, 2010).
10.25	—	Amended 1996 Incentive Plan. (Incorporated by reference to Appendix A to Proxy Statement dated April 6, 2007).
10.26	—	Amended and Restated Incentive Plan. (Incorporated by reference to Appendix B to Proxy Statement dated April 1, 2011).
10.27	—	Supplemental Executive Retirement Plan for Senior Officers (as amended and restated effective as of January 1, 1998). (Incorporated by reference to Exhibit 10.28 to Form 10-K for the fiscal year ended December 31, 1998).
10.28	—	First Amendment to Supplemental Executive Retirement Plan for Senior Officers. (Incorporated by reference to Exhibit 10.28 to Form 10-K for the fiscal year ended December 31, 2000).
10.29	—	SCI 401(k) Retirement Savings Plan (January 1, 2009 Restatement); Final Employer Stock Diversification Regulations Compliance Index, First Amendment, Second Amendment, and Third Amendment to SCI 401(k) Retirement Savings Plan.
10.30	—	Amended and Restated Director Fee Plan. (Incorporated by reference to Annex C to Proxy Statement dated April 1, 2011).
10.31	—	Form of Indemnification Agreement for officers and directors. (Incorporated by reference to Exhibit 10.1 to Form 10-Q for the quarterly period ended September 30, 2004).
10.32	—	Form of Executive Deferred Compensation Plan as Amended and Restated Effective December 8, 2009. (Incorporated by reference to Exhibit 10.42 to Form 10-K for the fiscal year ended December 31, 2009.)
10.33	—	Amendment One to Executive Deferred Compensation Plan. (Incorporated by reference to Exhibit 10.50 to Form 10-K for the fiscal year ended December 31, 2010).
10.34	—	Form of Performance Unit Grant Award Agreement. (Incorporated by reference to Exhibit 10.50 to Form 10-K for the fiscal year ended December 31, 2011).
10.35	—	Second Amended and Restated Revolving Credit Agreement, dated as of March 18, 2011 among Service Corporation International, the lenders party thereto and JPMorgan Chase Bank, N.A. as Administrative Agent for the lenders, dated as of March 18, 2011. (Incorporated by reference to Exhibit 10.1 to Form 8-K dated March 24, 2011).
10.36	—	Agreement and First Amendment to Second Amended and Restated Credit Agreement, dated as of May 27, 2011, among the Company and the lenders party thereto. (Incorporated by reference to Exhibit 10.1 to Form 8-K dated June 3, 2011).

102

ExhibitNumber		Description
12.1	—	Ratio of Earnings to Fixed Charges.
21.1	—	Subsidiaries of the Company.
23.1	—	Consent of Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP).
24.1	—	Powers of Attorney.
31.1	—	Certification of Thomas L. Ryan as Principal 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 Principal 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.
101	—	Interactive data file.

In the above list, the management contracts or compensatory plans or arrangements are set forth in Exhibits 10.1 through 10.36.

Pursuant to Item 601(b)(4) of Regulation S-K, there are not filed as exhibits to this report certain instruments with respect to long-term debt under which the total amount of securities authorized thereunder does not exceed 10 percent of the total assets of Registrant and its subsidiaries on a consolidated basis. Registrant agrees to furnish a copy of any such instrument to the Commission upon request.

103

EX-10.29

Exhibit 10.29

SCI 401(k) RETIREMENT SAVINGS PLAN

(January 1, 2009 Restatement)

TABLE OF CONTENTS
PREAMBLE		1
ARTICLE I DEFINITIONS AND INTERPRETATION		2
1.1	Plan Definitions	2
1.2	Interpretation	8
ARTICLE II SERVICE		9
2.1	Special Definitions	9
2.2	Crediting of Hours of Service	9
2.3	Limitations on Crediting of Hours of Service	11
2.4	Department of Labor Rules	11
2.5	Crediting of "Continuous Service"	11
2.6	Crediting Eligibility Service	11
2.7	Years of Vesting Service	12
2.8	Crediting of Hours of Service with Respect to Short "Computation Periods"	12
2.9	Crediting of Service on Transfer or Amendment	13
ARTICLE III ELIGIBILITY		14
3.1	Eligibility	14
3.2	Transfers of Employment	14
3.3	Reemployment	14
3.4	Notification Concerning New Eligible Employees	14
3.5	Effect and Duration	14
ARTICLE IV 401(k) CONTRIBUTIONS		16
4.1	401(k) Contributions	16
4.2	Amount of 401(k) Contributions	16
4.3	Catch-Up 401(k) Contributions	16
4.4	Automatic Enrollment	16
4.5	Notice of Automatic Enrollment	17
4.6	Contributions Limited to Effectively Available Compensation	17
4.7	Amendments to Reduction Authorization	17
4.8	Suspension of 401(k) Contributions	18
4.9	Resumption of 401(k) Contributions	18
4.10	Delivery of 401(k) Contributions	18
4.11	Vesting of 401(k) Contributions	18
ARTICLE V AFTER-TAX AND ROLLOVER CONTRIBUTIONS		19
5.1	No After-Tax Contributions	19
5.2	Rollover Contributions	19
5.3	Direct Rollovers to Plan	19
5.4	Participant Rollovers to Plan	19
5.5	Restrictions on Rollover Contributions	20
5.6	Vesting of Rollover Contributions	20
ARTICLE VI EMPLOYER CONTRIBUTIONS		21
6.1	Contribution Period	21

6.2	Nonelective Contributions	21
6.3	Allocation of Nonelective Contributions	21
6.4	Amount and Allocation of Matching Contributions	21
6.5	Limits on Matching Contributions	22
6.6	Verification of Amount of Employer Contributions by the Sponsor	22
6.7	Payment of Employer Contributions	22
6.8	Allocation Requirements for Employer Contributions	22
6.9	Vesting of Employer Contributions	23
6.10	100% Vesting Events	23
6.11	Election of Former Vesting Schedule	23
6.12	Forfeitures to Reduce Employer Contributions	23
ARTICLE VII LIMITATIONS ON CONTRIBUTIONS		24
7.1	Definitions	24
7.2	Code Section 402(g) Limit	29
7.3	Distribution of "Excess Deferrals"	30
7.4	Limitation on 401(k) Contributions of Highly Compensated Employees – ADP Test	30
7.5	Determination and Allocation of "Excess Contributions" Among Highly Compensated Employees	32
7.6	Treatment of "Excess Contributions"	33
7.7	Limitation on Contributions of Highly Compensated Employees – ACP Test	33
7.8	Determination and Allocation of Excess Aggregate Contributions Among Highly Compensated Employees	34
7.9	Treatment of "Excess Aggregate Contributions"	35
7.10	Treatment of Forfeited Matching Contributions	35
7.11	Determination of Income or Loss	36
7.12	Code Section 415 Limitations on Crediting of Contributions and Forfeitures	36
7.13	Application of Code Section 415 Limitations Where Participant is Covered Under Other Qualified Defined Contribution Plan	37
7.14	Scope of Limitations	37
ARTICLE VIII TRUST FUNDS AND ACCOUNTS		38
8.1	General Fund	38
8.2	Investment Funds	38
8.3	Loan Investment Fund	38
8.4	Income on Trust	38
8.5	Accounts	38
8.6	Sub-Accounts	39
ARTICLE IX LIFE INSURANCE CONTRACTS		40
9.1	No Life Insurance Contracts	40
ARTICLE X DEPOSIT AND INVESTMENT OF CONTRIBUTIONS		41
10.1	Future Contribution Investment Elections	41
10.2	Deposit of Participant Directed Contributions	41
10.3	Investment and Deposit of Certain Contributions	41
10.4	Election to Transfer Between Funds	41
10.5	404(c) Protection	42
10.6	Voting and Tendering Employer Stock	42

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ARTICLE XI CREDITING AND VALUING ACCOUNTS		43
11.1	Crediting Accounts	43
11.2	Valuing Accounts	43
11.3	Plan Valuation Procedures	43
11.4	Unit Accounting Permitted	44
11.5	Finality of Determinations	44
11.6	Notification	44
ARTICLE XII LOANS		45
12.1	Application for Loan	45
12.2	Collateral for Loan	45
12.3	Reduction of Account Upon Distribution	45
12.4	Legal Requirements Applicable to Plan Loans	45
12.5	Administration of Loan Investment Fund	47
12.6	Default	47
12.7	Deemed Distribution Under Code Section 72(p)	47
12.8	Treatment of Outstanding Balance of Loan Deemed Distributed Under Code Section 72(p)	48
12.9	Special Rules Applicable to Loans	48
12.10	Prior Loans	48
ARTICLE XIII WITHDRAWALS WHILE EMPLOYED		49
13.1	Non-Hardship Withdrawals of Rollover Contributions	49
13.2	Non-Hardship Withdrawals of Restricted Contributions	49
13.3	Non-Hardship Withdrawals of Nonelective Contributions	49
13.4	Non-Hardship Withdrawals of Matching Contributions	49
13.5	He has attained age 59 1/2.Overall Limitations on Non-Hardship Withdrawals	49
13.6	Hardship Withdrawals	49
13.7	Hardship Determination	50
13.8	Satisfaction of Necessity Requirement for Hardship Withdrawals	50
13.9	Conditions and Limitations on Hardship Withdrawals	51
13.10	Order of Withdrawal from a Participant's Sub-Accounts	51
ARTICLE XIV TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE		52
14.1	Termination of Employment and Settlement Date	52
14.2	Disposition of Non-Vested Amounts	52
14.3	Treatment of Forfeited Amounts	52
14.4	Recrediting of Forfeited Amounts	53
ARTICLE XV DISTRIBUTIONS		54
15.1	Distributions to Participants	54
15.2	Distributions to Beneficiaries	54
15.3	Code Section 401(a)(9) Requirements	54
15.4	Cash Outs and Participant Consent	55
15.5	Automatic Rollover of Mandatory Distributions	55
15.6	Required Commencement of Distribution	55
15.7	Reemployment of a Participant	56
15.8	Restrictions on Alienation	56

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15.9	Facility of Payment	56
15.10	Inability to Locate Payee and Non-Negotiated Checks	56
15.11	Distribution Pursuant to Qualified Domestic Relations Orders	57
ARTICLE XVI FORM OF PAYMENT		58
16.1	Form of Payment	58
16.2	Direct Rollover	58
16.3	Notice Regarding Form of Payment	58
16.4	Distribution in the Form of Employer Stock	59
ARTICLE XVII BENEFICIARIES		60
17.1	Designation of Beneficiary	60
17.2	Spousal Consent Requirements	60
17.3	Revocation of Beneficiary Designation Upon Divorce	60
ARTICLE XVIII ADMINISTRATION		61
18.1	Authority of the Sponsor	61
18.2	Discretionary Authority	61
18.3	Action of the Sponsor	62
18.4	Claims Review Procedure	62
18.5	Special Rules Applicable to Claims Related to Investment Errors	63
18.6	Exhaustion of Remedies	63
18.7	Qualified Domestic Relations Orders	63
18.8	Indemnification	63
18.9	Prudent Man Standard of Care	64
18.10	Actions Binding	64
ARTICLE XIX AMENDMENT AND TERMINATION		65
19.1	Amendment by Plan Sponsor	65
19.2	Amendment by Volume Submitter Practitioner	65
19.3	Limitation on Amendment	66
19.4	Termination	66
19.5	Inability to Locate Payee on Plan Termination	67
19.6	Reorganization	67
19.7	Withdrawal of an Employer	67
ARTICLE XX ADOPTION BY OTHER ENTITIES		68
20.1	Adoption by Related Companies	68
20.2	Effective Plan Provisions	68
ARTICLE XXI MISCELLANEOUS PROVISIONS		69
21.1	No Commitment as to Employment	69
21.2	Benefits	69
21.3	No Guarantees	69
21.4	Expenses	69
21.5	Precedent	69
21.6	Duty to Furnish Information	69
21.7	Merger, Consolidation, or Transfer of Plan Assets	69
21.8	Condition on Employer Contributions	70

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21.9	Return of Contributions to an Employer	70
21.10	Validity of Plan	70
21.11	Trust Agreement	70
21.12	Parties Bound	70
21.13	Application of Certain Plan Provisions	70
21.14	Merged Plans	71
21.15	Transferred Funds	71
21.16	Veterans Reemployment Rights	71
21.17	Delivery of Cash Amounts	71
21.18	Written Communications	71
21.19	Trust to Trust Transfer	72
21.20	Plan Correction Procedures	72
ARTICLE XXII TOP-HEAVY PROVISIONS		73
22.1	Definitions	73
22.2	Applicability	74
22.3	Minimum Employer Contribution	74
22.4	Exclusion of Collectively-Bargained Employees	75
ADDENDUM A		76
ADDENDUM B		77
Final 411(a) regulations Compliance Appendix		78
415 COMPLIANCE APPENDIX		79
PPA, HEART, and WRERA COMPLIANCE APPENDIX		84

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PREAMBLE

The SCI 401(k) Retirement Savings Plan, originally effective as of July 1, 2000, is hereby amended and restated in its entirety. This amendment and restatement shall be effective as of January 1, 2009, but with respect only to Employees who retire, die, or otherwise terminate their employment on or after said date. The Plan, as amended and restated hereby, is intended to qualify as a profit-sharing plan under Code Section 401(a), and includes a cash or deferred arrangement that is intended to qualify under Code Section 401(k). The Plan is maintained for the exclusive benefit of eligible Employees and their Beneficiaries.

Notwithstanding any other provision of the Plan to the contrary, a Participant's vested interest in his Account under the Plan on and after the effective date of this amendment and restatement shall be not less than his vested interest in his account on the day immediately preceding the effective date. In addition to the provisions otherwise set forth in this amendment and restatement of the Plan, the provisions in effect under the Plan prior to this amendment and restatement, as set forth in an Addendum to the Plan, shall continue in effect as if otherwise set forth in the Plan in the manner and for the periods set forth in the Addendum. Any provision of the Plan that restricted or limited withdrawals, loans, or other distributions, or otherwise required separate accounting with respect to any portion of a Participant's Account immediately prior to the later of the effective date of this amendment and restatement or the date this amendment and restatement is adopted and the elimination of which would adversely affect the qualification of the Plan under Code Section 401(a) shall continue in effect with respect to such portion of the Participant's Account as if fully set forth in this amendment and restatement.

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ARTICLE I

DEFINITIONS AND INTERPRETATION

1.1 Plan Definitions

As used herein, the following words and phrases have the meanings hereinafter set forth, unless a different meaning is plainly required by the context:

An "Account" means the account maintained by the Trustee in the name of a Participant that reflects his interest in the Trust and any Sub-Accounts maintained thereunder, as provided in Article VIII.

An "Administrative Delegate" means one or more persons or institutions to which the Administrator has delegated certain administrative functions pursuant to a written agreement.

The "Administrator" means the Sponsor unless the Sponsor designates another person or persons to act as such.

An "After-Tax Contribution" means any after-tax employee contribution made by a Participant to the Plan as may be permitted under Article V or as may have been permitted under the terms of the Plan prior to this amendment and restatement or any after-tax employee contribution made by a Participant to another plan that is transferred directly to the Plan.

The "Beneficiary" of a Participant means the person or persons entitled under the provisions of the Plan to receive distribution hereunder in the event the Participant dies before receiving distribution of his entire interest under the Plan.

A Participant's "Benefit Payment Date" means the first day on which all events have occurred which entitle the Participant to receive payment of his benefit.

A "Break in Service" means any "computation period" (as defined in Section 2.1 for purposes of determining years of Vesting Service) during which an Employee completes no more than 500 Hours of Service except that no Employee shall incur a Break in Service solely by reason of temporary absence from work not exceeding 12 months resulting from illness, layoff, or other cause if authorized in advance by an Employer or a Related Company pursuant to its uniform leave policy, if his employment shall not otherwise be terminated during the period of such absence.

A "Catch-Up 401(k) Contribution" means any 401(k) Contribution made on behalf of a Participant that is in excess of an applicable Plan limit and is made pursuant to, and is intended to comply with, Code Section 414(v).

The "Code" means the Internal Revenue Code of 1986, as amended from time to time. Reference to a Code section includes such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

The "Compensation" of a Participant for any period means (i) his wages, salaries, fees for professional service, and all other amounts received (without regard to whether such amounts are paid in cash) for personal services actually rendered in the course of employment with an Employer paid to him for such period for services as a Covered Employee, to the extent the amounts would have been received and

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includible in gross income, including, but not limited to, commissions paid to salesperson, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan described in Treasury Regulations Section 1.62-2(c), (ii) in case of a Participant who is an employee within the meaning of Code Section 401(c)(1), the Participant's earned income, as described in Code Section 401(c)(2) and regulations issued thereunder, (iii) amounts described in Code Section 104(a)(3), 105(a), or 105(h), but only to the extent such amounts are includible in the gross income of the Participant, (iv) amounts paid or reimbursed by the Employer for moving expenses incurred by the Participant, but only to the extent it is reasonable to believe the amounts are not deductible by the Participant under Code Section 217, (v) the value of a non-statutory option (an option other than a statutory option, as defined in Treasury Regulations Section 1.421-1(b)) granted to the Participant by the Employer, but only to the extent that the value of the option is includible in the gross income of the Participant for the taxable year in which granted, (vi) amounts includible in the gross income of the Participant upon making an election described in Code Section 83(b), and (vii) amounts that are includible in the gross income of the Participant under the rules of Code Section 409A or 457(f)(1)(A) or because the amounts are constructively received by the Participant. Compensation excludes (A) contributions (other than elective contributions described in Code Section 402(e)(3), 408(k)(6), 408(p)(2)(A)(i), or 457(b)) made by the Participant's Employer to a plan of deferred compensation (including a simplified employee pension described in Code Section 408(k) or a simple retirement account described in Code Section 408(p)), whether or not qualified, to the extent that, before application of the limitations of Code Section 415 to such plan, the contributions are not includible in the gross income of the Participant for the taxable year in which contributed, (B) any distributions from a plan of deferred compensation, whether or not qualified, (except amounts received pursuant to an unfunded non-qualified plan in the year such amounts are includible in the gross income of the Participant), (C) amounts realized from the exercise of a non-qualified option or when restricted stock or other property held by the Participant either becomes freely transferable or is no longer subject to substantial risk of forfeiture, (D) amounts received from the sale, exchange or other disposition of stock acquired under a qualified stock option, (E) any other amounts that receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of the Participant and are not salary reduction amounts that are described in Code Section 125), and (F) other items that are similar to the items listed in (A) through (E) above.

Notwithstanding the foregoing, Compensation shall not include the following:

• reimbursements and other expense allowances, fringe benefits, moving expenses, deferred compensation, and welfare benefits.

Compensation includes (i) any elective deferral, as defined in Code Section 402(g)(3), (ii) any amount contributed or deferred by the Employer at the Participant's election which is not includable in the Participant's gross income by reason of Code Section 125, 132(f)(4), or 457, and (iii) certain contributions described in Code Section 414(h)(2) that are picked up by the employing unit and treated as employer contributions. Such amounts shall be included in Compensation only to the extent that they would otherwise have been included in Compensation as defined above.

If a Participant's employment terminates, Compensation does not include amounts received by the Participant following such termination except amounts paid within 2 ½ months after severance from employment if such amounts (1) would otherwise have been paid to the Participant in the course of his employment and are regular compensation for services during the Participant's regular working hours, compensation for services outside the Participant's regular working hours (such as overtime or shift differential pay), commissions, bonuses, or other similar compensation or (2) are payments for accrued

Plan#002                     3                     Contract#51344

bona fide sick, vacation or other leave, but only if the Participant would have been able to use such leave if his employment had continued.

For any Self-Employed Individual, Compensation for any period means his Earned Income for such period for services as a Covered Employee adjusted so that it is equivalent under regulations issued under Code Section 414(s) to Compensation for Participants who are not Self-Employed Individuals.

In no event, however, shall the Compensation of a Participant taken into account under the Plan for any Plan Year exceed the limit in effect under Code Section 401(a)(17) ($200,000 for Plan Years beginning in 2002, subject to adjustment annually as provided in Code Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year). If the Compensation of a Participant is determined over a period of time that contains fewer than 12 calendar months, then the annual compensation limitation described above shall be adjusted with respect to that Participant by multiplying the annual compensation limitation in effect for the Plan Year by a fraction the numerator of which is the number of full months in the period and the denominator of which is 12; provided, however, that no proration is required for a Participant who is covered under the Plan for less than one full Plan Year if the formula for allocations is based on Compensation for a period of at least 12 months.

A "Contribution Period" means the period specified in Article VI for which Employer Contributions shall be made.

A "Covered Employee" means any Employee of an Employer. Notwithstanding the foregoing, the term "Covered Employee" shall not include the following:

• any individual with respect to whom an Employer does not withhold income or employment taxes and file Form W-2 (or any replacement Form) with the Internal Revenue Service because such individual has executed a contract, letter of agreement, or other document acknowledging his status as an independent contractor who is not entitled to benefits under the Plan or is otherwise not classified by his Employer as a common law employee, even if such individual is later adjudicated to be a common law employee of his Employer, unless and until the Employer extends coverage to such individual.

The term "Covered Employee" shall include any Employee who is covered by a collective bargaining agreement with the Employer only if and to the extent such collective bargaining agreement provides for coverage under the Plan.

"Disabled" means a Participant can no longer continue in the service of his employer because of a mental or physical condition that is likely to result in death or is expected to be of long-continued or indefinite duration. A Participant shall be considered Disabled only if:

• The Administrator determines he is Disabled based on a written certificate of a physician acceptable to it.

The "Earned Income" of an individual means the net earnings from self employment in the trade or business with respect to which the Plan is established, for which personal services of the individual are a material income producing factor. Net earnings will be determined without regard to items not included in gross income and the deductions allocable to such items. Net earnings are reduced by contributions by the individual's Employer to a qualified plan to the extent the contributions are deductible under Code

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Section 404. Net earnings shall be determined with regard to the deduction allowed to the taxpayer by Code Section 164(f).

An "Eligible Employee" means any Covered Employee who has met the eligibility requirements of Article III to participate in the Plan.

The "Eligibility Service" of an Employee means the period or periods of service credited to him under the provisions of Article II for purposes of determining his eligibility to participate in the Plan as may be required under Article III.

An "Employee" means any common law employee of an Employer or a Related Company, any Self-Employed Individual, and any Leased Employee.

An "Employer" means the Sponsor and any entity indicated in Addendum A.

An "Employer Contribution" means the amount, if any, that an Employer contributes to the Plan on behalf of its Eligible Employees in accordance with the provisions of Article VI or Article XXII and that an Eligible Employee may not elect instead to receive in cash.

An "Enrollment Date" means the first day of the month coinciding with or immediately following the date the Covered Employee first satisfies the requirements of Section 3.1.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time. Reference to a section of ERISA includes such section and any comparable section or sections of any future legislation that amends, supplements, or supersedes such section.

A "401(k) Contribution" means any amount contributed to the Plan on behalf of a Participant that the Participant could elect to receive in cash, but that the Participant elects, either affirmatively or pursuant to an automatic enrollment or passive increase provision, to have contributed to the Plan in accordance with the provisions of Article IV.

The "General Fund" means a Trust Fund maintained by the Trustee as required to hold and administer any assets of the Trust that are not allocated among any separate Investment Funds as may be provided in the Plan or the Trust Agreement. No General Fund shall be maintained if all assets of the Trust are allocated among separate Investment Funds.

A "Highly Compensated Employee" means any Covered Employee who is a "highly compensated active employee" as defined hereunder.

A "highly compensated active employee" includes any Covered Employee who performs services for an Employer or any Related Company during the Plan Year and who (i) was a five percent owner at any time during the Plan Year or the "look back year" or (ii) received "compensation" from the Employers and Related Companies during the "look back year" in excess of the dollar amount in effect under Code Section 414(q)(1)(B)(i) adjusted pursuant to Code Section 415(d) (e.g., $80,000 for "look back years" beginning in 1997, adjusted using as the base period the calendar quarter ending September 30, 1996).

The determination of who is a Highly Compensated Employee hereunder shall be made in accordance with the provisions of Code Section 414(q) and regulations issued thereunder.

For purposes of this definition, the following terms have the following meanings:

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• An Employee's "compensation" means his "415 compensation" as defined in Section 7.1.

• The "look back year" means the 12-month period immediately preceding the Plan Year.

An "Hour of Service" with respect to an Employee means each hour, if any, that may be credited to him in accordance with the provisions of Article II.

An "Investment Fund" means any separate investment Trust Fund maintained by the Trustee as may be provided in the Plan or the Trust Agreement or any separate investment fund maintained by the Trustee, to the extent that there are Participant Sub-Accounts under such funds, to which assets of the Trust may be allocated and separately invested.

A "Leased Employee" means any person (other than an "excludable leased employee") who performs services for an Employer or a Related Company (the "recipient") (other than an employee of the "recipient") pursuant to an agreement between the "recipient" and any other person (the "leasing organization") on a substantially full-time basis for a period of at least one year, provided that such services are performed under primary direction of or control by the "recipient". An "excludable leased employee" means any Leased Employee of the "recipient" who is (a) covered by a money purchase pension plan maintained by the "leasing organization" which provides for (i) a nonintegrated employer contribution on behalf of each participant in the plan equal to at least ten percent of 415 compensation (as defined in Section 7.1), (ii) full and immediate vesting, and (iii) immediate participation by employees of the "leasing organization" or (b) performs substantially all of his services for the "leasing organization" or (c) whose compensation from the "leasing organization" in each Plan Year during the four-year period ending with the Plan Year is less than $1,000. Notwithstanding the foregoing, a person shall not be treated as an "excludable leased employee" if Leased Employees (including any individual who would otherwise be considered an "excludable leased employee") constitute more than 20 percent of the "recipient's" nonhighly compensated work force. For purposes of this Section, contributions or benefits provided to a Leased Employee by the "leasing organization" that are attributable to services performed for the "recipient" shall be treated as provided by the "recipient".

Notwithstanding the foregoing, if any person who performed services for a "recipient" pursuant to an agreement between the "recipient" and the "leasing organization" becomes a Covered Employee, all service performed by such person for the "recipient" shall be treated as employment with an Employer as an Employee, even if performed on less than a full-time basis, for less than a full year, or while an "excludable leased employee."

A "Matching Contribution" means any Employer Contribution made to the Plan on account of a Participant's 401(k) Contributions as provided in Article VI.

A "Nonelective Contribution" means any Employer Contribution made to the Plan as provided in Article VI that is not contingent upon a Participant's "elective contributions" or "employee contributions" as those terms are defined in Section 7.1.

Nonelective Contributions do not include the following:

• Matching Contributions.

The "Normal Retirement Date" of an Employee means the later of the date he attains age 65 or the 3rd anniversary of the first day of the Plan Year in which he commenced participation in the Plan.

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A "Participant" means any person who has satisfied the requirements of Article III to become an Eligible Employee and who has an Account in the Trust.

The "Plan" means the SCI 401(k) Retirement Savings Plan, as from time to time in effect.

A "Plan Year" means the 12-consecutive-month period ending each December 31.

A "Predecessor Employer" means any company that is a predecessor organization to an Employer under the Code, provided that the Employer maintains a plan of such predecessor organization. In addition, the following shall be treated as Predecessor Employer(s) for purposes of crediting Eligibility and Vesting Service under the Plan: OPI, with respect to the Employees identified in Addendum B.

A "Related Company" means any corporation or business, other than an Employer, that would be aggregated with an Employer for a relevant purpose under Code Section 414, including members of an affiliated service group under Code Section 414(m), a controlled group of corporations under Code Section 414(b), or a group of trades of businesses under common control under Code Section 414(c) of which the adopting Employer is a member, and any other entity required to be aggregated with the Employer pursuant to Code Section 414(o).

A Participant's "Required Beginning Date" means the following:

• for a Participant who is not a "five percent owner", April 1 of the calendar year following the calendar year in which occurs the later of the Participant's (i) attainment of age 70 1/2 or (ii) retirement.

• for a Participant who is a "five percent owner", April 1 of the calendar year following the calendar year in which the Participant attains age 70 1/2.

A Participant is a "five percent owner" if he is a five percent owner, as defined in Code Section 416(i) and determined in accordance with Code Section 416, but without regard to whether the Plan is top-heavy, for the Plan Year ending with or within the calendar year in which the Participant attains age 70 1/2. The Required Beginning Date of a Participant who is a "five percent owner" hereunder shall not be redetermined if the Participant ceases to be a five percent owner as defined in Code Section 416(i) with respect to any subsequent Plan Year.

A "Rollover Contribution" means any rollover contribution to the Plan made by a Participant as may be permitted under Article V.

A "Self-Employed Individual" means any individual who has Earned Income for the taxable year from the trade or business with respect to which the Plan is established or who would have had Earned Income but for the fact that the trade or business had no net profits for the taxable year.

The "Settlement Date" of a Participant means the date on which a Participant's interest under the Plan becomes distributable in accordance with Article XV.

The "Sponsor" means Service Corporation International

c/o Julie Douglas, and any successor thereto.

A Participant's "Spouse" means the person of the opposite sex to whom the Participant is married in a legal union between one man and one woman as husband and wife.

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A "Sub-Account" means any of the individual sub-accounts of a Participant's Account that is maintained as provided in Article VIII.

A "Transfer Contribution" means any amount transferred to the Plan on an Employee's behalf directly from another qualified plan pursuant to a trust to trust transfer as provided in Section 21.19.

The "Trust" means the trust, custodial accounts, annuity contracts, or insurance contracts maintained by the Trustee under the Trust Agreement.

The "Trust Agreement" means any agreement or agreements entered into between the Sponsor and the Trustee relating to the holding, investment, and reinvestment of the assets of the Plan, together with all amendments thereto and shall include any agreement establishing a custodial account, an annuity contract, or an insurance contract (other than a life, health or accident, property, casualty, or liability insurance contract) for the investment of assets if the custodial account or contract would, except for the fact that it is not a trust, constitute a qualified trust under Code Section 401.

The "Trustee" means the trustee or any successor trustee which at the time shall be designated, qualified, and acting under the Trust Agreement and shall include any insurance company that issues an annuity or insurance contract pursuant to the Trust Agreement or any person holding assets in a custodial account pursuant to the Trust Agreement. The Sponsor may designate a person or persons other than the Trustee to perform any responsibility of the Trustee under the Plan, other than trustee responsibilities as defined in ERISA Section 405(c)(3), and the Trustee shall not be liable for the performance of such person in carrying out such responsibility except as otherwise provided by ERISA. The term Trustee shall include any delegate of the Trustee as may be provided in the Trust Agreement.

A "Trust Fund" means any fund maintained under the Trust by the Trustee.

A "Valuation Date" means the date or dates designated by the Sponsor and communicated in writing to the Trustee for the purpose of valuing the General Fund and each Investment Fund and adjusting Accounts and Sub-Accounts hereunder, which dates need not be uniform with respect to the General Fund, each Investment Fund, Account, or Sub-Account; provided, however, that the General Fund and each Investment Fund shall be valued and each Account and Sub-Account shall be adjusted no less often than once annually.

The "Vesting Service" of an Employee means the period or periods of service credited to him under the provisions of Article II for purposes of determining his vested interest in his Employer Contributions Sub-Account, if Employer Contributions are provided for under either Article VI or Article XXII.

1.2 Interpretation

Where required by the context, the noun, verb, adjective, and adverb forms of each defined term shall include any of its other forms. Wherever used herein, the masculine pronoun shall include the feminine, the singular shall include the plural, and the plural shall include the singular.

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ARTICLE II

SERVICE

2.1 Special Definitions

For purposes of this Article, the following terms have the following meanings:

A "computation period" for purposes of determining an Employee's years of Vesting Service means each Plan Year; provided, however, that if an Employee first completed an Hour of Service prior to the effective date of the Plan, a Plan Year shall not mean any short Plan Year beginning on the effective date of the Plan, if any, but shall mean any 12-consecutive-month period beginning before the effective date of the Plan that would have been a Plan Year if the Plan had been in effect.

The "continuous service" of an Employee means the continuous service credited to him in accordance with the provisions of this Article.

The "employment commencement date" of an employee means the date he first completes an Hour of Service, as described in Section 2.2(a).

A "maternity/paternity absence" means an Employee's absence from employment with an Employer or a Related Company because of the Employee's pregnancy, the birth of the Employee's child, the placement of a child with the Employee in connection with the Employee's adoption of the child, or the caring for the Employee's child immediately following the child's birth or adoption. An Employee's absence from employment will not be considered a maternity/paternity absence unless the Employee furnishes the Administrator such timely information as may reasonably be required to establish that the absence was for one of the purposes enumerated in this paragraph and to establish the number of days of absence attributable to such purpose.

The "reemployment commencement date" of an Employee means the first date following a "service break" on which he again completes an Hour of Service, as described in Section 2.2(a).

A "service break" with respect to an Employee means any 12-consecutive-month period beginning on the Employee's "severance date" and anniversaries of his "severance date" in which he does not complete an Hour of Service, as described in Section 2.2(a).

The "severance date" of an Employee means the earlier of (i) the date on which he retires, dies, or his employment with all Employers and Related Companies is otherwise terminated, or (ii) the first anniversary of the first date of a period during which he is absent from work with all Employers and Related Companies for any other reason; provided, however, that if he terminates employment with or is absent from work with all Employers and Related Companies on account of service with the armed forces of the United States, he shall not incur a "severance date" if he is eligible for reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 and he returns to work with an Employer or a Related Company within the period during which he retains such reemployment rights, but, if he does not return to work within such period, his "severance date" shall be the earlier of the date which is one year after his absence commenced or the last day of the period during which he retains such reemployment rights.

2.2 Crediting of Hours of Service

An Employee shall be credited with an Hour of Service for:

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(a) Each hour for which he is paid, or entitled to payment, for the performance of duties for an Employer, a Predecessor Employer, or a Related Company during the applicable period; provided, however, that hours compensated at a premium rate shall be treated as straight-time hours.

(b) Subject to the provisions of Section 2.3, each hour for which he is paid, or entitled to payment, by an Employer, a Predecessor Employer, or a Related Company on account of a period of time during which no duties are performed (irrespective of whether the employment relationship has terminated) due to vacation, holiday, illness, incapacity (including disability), lay-off, jury duty, military duty, or leave of absence.

(c) Each hour for which he would have been scheduled to work for an Employer, a Predecessor Employer, or a Related Company during the period that he is absent from work because of service with the armed forces of the United States provided he is eligible for reemployment rights under the Uniformed Services Employment and Reemployment Rights Act of 1994 and returns to work with an Employer or a Related Company within the period during which he retains such reemployment rights; provided, however, that the same Hour of Service shall not be credited under paragraph (b) of this Section and under this paragraph (c).

(d) Each hour for which back pay, irrespective of mitigation of damages, is either awarded or agreed to by an Employer, a Predecessor Employer, or a Related Company; provided, however, that the same Hour of Service shall not be credited both under paragraph (a) or (b) or (c) of this Section, as the case may be, and under this paragraph (d); and provided, further, that the crediting of Hours of Service for back pay awarded or agreed to with respect to periods described in such paragraph (b) shall be subject to the limitations set forth therein and in Section 2.3.

(e) Solely for purposes of determining whether an Employee who is on a "maternity/paternity absence" has incurred a Break in Service for a "computation period", Hours of Service shall include those hours with which such Employee would otherwise have been credited but for such "maternity/paternity absence", or shall include eight Hours of Service for each day of "maternity/paternity absence" if the actual hours to be credited cannot be determined; except that not more than the minimum number of hours required to prevent a Break in Service shall be credited by reason of any "maternity/paternity absence"; provided, however, that any hours included as Hours of Service pursuant to this paragraph shall be credited to the "computation period" in which the absence from employment begins, if such Employee otherwise would incur a Break in Service in such "computation period", or, in any other case, to the immediately following "computation period".

(f) Solely for purposes of determining whether he has incurred a Break in Service, each hour for which he would have been scheduled to work for an Employer, a Predecessor Employer, or a Related Company during the period of time that he is absent from work on an approved leave of absence pursuant to the Family and Medical Leave Act of 1993; provided, however, that Hours of Service shall not be credited to an Employee under this paragraph if the Employee fails to return to employment with an Employer or a Related Company following such leave.

For purposes of determining an Employee's Eligibility and Vesting Service, Hours of Service shall be credited for employment with a corporation or business prior to the date such corporation or business becomes a Related Company as if such employment were employment with a Related Company.

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2.3 Limitations on Crediting of Hours of Service

In the application of the provisions of Section 2.2(b), the following shall apply:

(a) An hour for which an Employee is directly or indirectly paid, or entitled to payment, on account of a period during which no duties are performed shall not be credited to him if such payment is made or due under a plan maintained solely for the purpose of complying with applicable workers' compensation, unemployment compensation, or disability insurance laws.

(b) Hours of Service shall not be credited with respect to a payment which solely reimburses an Employee for medical or medically-related expenses incurred by him.

(c) A payment shall be deemed to be made by or due from an Employer, a Predecessor Employer, or a Related Company (i) regardless of whether such payment is made by or due from such employer directly or indirectly, through (among others) a trust fund or insurer to which any such employer contributes or pays premiums, and (ii) regardless of whether contributions made or due to such trust fund, insurer, or other entity are for the benefit of particular Employees or are on behalf of a group of Employees in the aggregate.

(d) No more than 501 Hours of Service shall be credited to an Employee on account of any single continuous period during which he performs no duties (whether or not such period occurs in a single "computation period"), unless no duties are performed due to service with the armed forces of the United States for which the Emlpoyee retains reemployment rights as provided in Section 2.2(c).

2.4 Department of Labor Rules

The rules set forth in paragraphs (b) and (c) of Department of Labor Regulations Section 2530.200b-2, which relate to determining Hours of Service attributable to reasons other than the performance of duties and crediting Hours of Service to particular periods, are hereby incorporated into the Plan by reference.

2.5 Crediting of "Continuous Service"

An Employee shall be credited with "continuous service" for the aggregate of the periods of time between his "employment commencement date" or any "reemployment commencement date" and the "severance date" that next follows such "employment commencement date" or "reemployment commencement date"; provided, however, that an Employee who has a "reemployment commencement date" within the 12-consecutive-month period following the earlier of the first date of his absence or his "severance date" shall be credited with "continuous service" for the period between his "severance date" and "reemployment commencement date".

2.6 Crediting Eligibility Service

Eligibility Service shall be determined in accordance with the following provisions:

(a) An Employee shall be credited with Eligibility Service equal to his "continuous service".

(b) Notwithstanding the provisions of paragraph (a), "continuous service" completed by an Employee prior to a "severance date" shall not be included in determining the Employee's Eligibility Service unless either (i) the Employee had a nonforfeitable right to any portion of his Account, excluding that portion of his Account that is attributable to Rollover Contributions, as of his "severance

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date", or (ii) the Employee's "service break" is less than the greater of 5 years or the Employee's period of "continuous service" determined as of his "severance date"; provided, however, that solely for purposes of applying this paragraph, if an Employee is on a "maternity/paternity absence" beyond the first anniversary of the first day of such absence, his "severance date" shall be the second anniversary of the first day of such "maternity/paternity absence".

Eligibility Service shall be credited in days.

2.7 Years of Vesting Service

Years of Vesting Service shall be determined in accordance with the following provisions:

(a) An Employee shall be credited with a year of Vesting Service for each "computation period" during which he completes at least 1,000 Hours of Service.

(b) Notwithstanding the provisions of paragraph (a), service completed by an Employee prior to a Break in Service shall not be included in determining the Employee's years of Vesting Service unless either:

(i) the Employee had a nonforfeitable right to any portion of his Account, excluding that portion of his Account that is attributable to Rollover Contributions, before his Break in Service commenced, or

(ii) the number of his consecutive Breaks in Service is fewer than the greater of five or the aggregate number of his years of Vesting Service before his Break in Service commenced.

(c) Notwithstanding the foregoing or any other provision of the Plan to the contrary, an Employee shall be credited with all years of Vesting Service completed prior to a Break in Service, if such Employee had a nonforfeitable accrued benefit under the SCI Cash Balance Plan or the SCI Pension Plan at the time the Employee first incurred a one-year Break in Service.

2.8 Crediting of Hours of Service with Respect to Short "Computation Periods"

The following provisions shall apply with respect to crediting Hours of Service with respect to any short "computation period":

(a) For purposes of this Article, the following terms have the following meanings:

(i) An "old computation period" means any "computation period" that ends immediately prior to a change in the "computation period".

(ii) A "short computation period" means any "computation period" of fewer than 12-consecutive months.

(b) Notwithstanding any other provision of the Plan to the contrary, no Employee shall incur a Break in Service for a short "computation period" solely because of such short "computation period".

(c) For purposes of determining the years of Vesting Service to be credited to an Employee, a "computation period" shall not include the "short computation period", but if an Employee completes at least 1,000 Hours of Service in the 12-consecutive-month period beginning on the

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first day of the "short computation period", such Employee shall be credited with a year of Vesting Service for such 12-consecutive-month period.

2.9 Crediting of Service on Transfer or Amendment

Notwithstanding any other provision of the Plan to the contrary, if as a result of a Plan amendment or a transfer from employment covered under another qualified plan maintained by an Employer or a Related Company, the service crediting method applicable to an Employee changes between the elapsed time method described in Treasury Regulations Section 1.410(a)-7 and the Hours of Service method described in Department of Labor Regulations Sections 2530.200 through 2530.203, an affected Employee shall be credited with Eligibility and Vesting Service hereunder as provided in Treasury Regulations Section 1.410(a)-7(f)(1).

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ARTICLE III

ELIGIBILITY

3.1 Eligibility

Each Covered Employee who was an Eligible Employee immediately prior to January 1, 2009 shall continue to be an Eligible Employee on January 1, 2009.

Each other Employee shall become an Eligible Employee as of the applicable Enrollment Dateupon satisfying all of the following requirements:

(a) he is a Covered Employee;

(b) he has attained age 21; and

(c) he has completed 90 days of Eligibility Service.

3.2 Transfers of Employment

If an Employee is transferred directly from employment with an Employer or with a Related Company in a capacity other than as a Covered Employee to employment as a Covered Employee, he shall become an Eligible Employee as of the later of the date he is so transferred or the date he would have become an Eligible Employee in accordance with the provisions of Section 3.1 if he had been a Covered Employee for his entire period of employment with the Employer or Related Company.

3.3 Reemployment

If a person who terminated employment with an Employer and all Related Companies is reemployed as a Covered Employee and if he had been an Eligible Employee prior to his termination of employment, he shall again become an Eligible Employee on the date he is reemployed. If such person was not an Eligible Employee prior to his termination of employment, but had satisfied the requirements of Section 3.1 prior to such termination, he shall become an Eligible Employee as of the later of the date he is reemployed or the date he would have become an Eligible Employee in accordance with the provisions of Section 3.1 if he had continued employment as a Covered Employee. Otherwise, the eligibility of a person who terminated employment with an Employer and all Related Companies and who is reemployed by an Employer or a Related Company to participate in the Plan shall be determined in accordance with Section 3.1 or 3.2.

3.4 Notification Concerning New Eligible Employees

Each Employer shall notify the Administrator as soon as practicable of Employees becoming Eligible Employees as of any date.

3.5 Effect and Duration

Upon becoming an Eligible Employee, a Covered Employee shall be entitled to make 401(k) Contributions to the Plan in accordance with the provisions of Article IV and receive allocations of Employer Contributions in accordance with the provisions of Article VI (provided he meets any

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applicable requirements thereunder) and shall be bound by all the terms and conditions of the Plan and the Trust Agreement. A person shall continue as an Eligible Employee eligible to make 401(k) Contributions to the Plan and to participate in allocations of Employer Contributions only so long as he continues employment as a Covered Employee.

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ARTICLE IV

401(k) CONTRIBUTIONS

4.1 401(k) Contributions

Effective as of the date he becomes an Eligible Employee, each Eligible Employee may elect, in accordance with rules prescribed by the Administrator, to have 401(k) Contributions made to the Plan on his behalf by his Employer as hereinafter provided. An Eligible Employee's election shall include his authorization for his Employer to reduce his Compensation and to make 401(k) Contributions on his behalf.

401(k) Contributions on behalf of an Eligible Employee shall commence as of the first payroll period immediately following his Enrollment Date.

4.2 Amount of 401(k) Contributions

The amount of 401(k) Contributions to be made each payroll period on behalf of an Eligible Employee by his Employer shall be a percentage, expressed in the increments prescribed by the Administrator, of the Eligible Employee's Compensation of not less than 1 percent nor more than 50 percent. In the event an Eligible Employee elects to have his Employer make 401(k) Contributions on his behalf, his Compensation shall be reduced for each payroll period by the percentage he elects to have contributed on his behalf to the Plan in accordance with the terms of his currently effective reduction authorization.

4.3 Catch-Up 401(k) Contributions

An Eligible Employee who is or will be age 50 or older by the end of the taxable year may make Catch-Up 401(k) Contributions to the Plan in excess of the limits otherwise applicable to 401(k) Contributions under the Plan, but not in excess of the dollar limit in effect under Code Section 414(v)(2)(B)(i) for the taxable year ($5,500 for 2009); provided that the Eligible Employees combined 401(k) Contributions and Catch-Up 401(k) Contributions do not exceed 90% of Compensation for any payroll period. Otherwise applicable limits that do not apply to Catch-Up 401(k) Contributions include, but are not limited to, the percentage of Compensation limit specified in Section 4.2, the Code Section 402(g) limit described in Article VII, the limit on 401(k) Contributions made on behalf of Highly Compensated Employees, and the Code Section 415 limit on annual additions described in Article VII.

If the percentage of Compensation limit specified in Section 4.2 changes during the Plan Year, the applicable limit under Section 4.2 for purposes of determining Catch-Up 401(k) Contributions for an Eligible Employee for such Plan Year shall be the sum of the dollar amounts of the limits applicable to the Eligible Employee for each portion of the Plan Year.

4.4 Automatic Enrollment

Except as otherwise specifically provided in this Section, an Employer shall commence 401(k) Contributions on behalf of each of its Covered Employees at the time he becomes an Eligible Employee in an amount equal to 3 percent of the Eligible Employee's Compensation. The provisions of this Section shall not apply to any Eligible Employee who makes an affirmative election as provided below.

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The Compensation otherwise payable to an Eligible Employee to whom this Section applies shall be reduced by the amount of the 401(k) Contributions to be made on his behalf hereunder.

An Eligible Employee to whom this Section would otherwise apply may affirmatively elect, in accordance with rules prescribed by the Administrator, either (i) not to have 401(k) Contributions made on his behalf or (ii) to have 401(k) Contributions made on his behalf in a different amount.

Such affirmative election must be recorded with the Administrator either prior to the date the Employee becomes an Eligible Employee or within a reasonable period of time following such date, but not later than the first date Compensation subject to reduction hereunder becomes available to the Eligible Employee.

If an Eligible Employee does not make the affirmative election described herein within the prescribed time period, 401(k) Contributions shall commence as of the date prescribed in Section 4.1 and shall continue to be made on his behalf in accordance with the provisions of this Section until the Eligible Employee elects either to change the amount of his Compensation that his Employer contributes as 401(k) Contributions or to have 401(k) Contributions suspended, as provided in this Article.

4.5 Notice of Automatic Enrollment

Within a reasonable period of the date an Employee becomes an Eligible Employee, the Administrator shall provide the Employee with a notice explaining the automatic reduction in his Compensation for purposes of making 401(k) Contributions in accordance with the preceding Section and the Employee's right to affirmatively elect either a different reduction amount or no reduction.

The notice shall describe the procedures for making an election hereunder and the period in which such an election may be made. In addition, the Administrator shall provide annual notice to Eligible Employees of the amount by which their Compensation is being reduced for purposes of making 401(k) Contributions, if any, and their right to change such amount as provided in the Plan.

4.6 Contributions Limited to Effectively Available Compensation

Notwithstanding any other provision of the Plan or of an Eligible Employee's salary reduction authorization, in no event will 401(k) Contributions, including Catch-Up 401(k) Contributions, be made for a payroll period in excess of an Eligible Employee's "effectively available" Compensation. Effectively available Compensation means the Compensation remaining after all other required amounts have been withheld, e.g., tax withholding, withholding for contributions to a cafeteria plan under Code Section 125, etc.

4.7 Amendments to Reduction Authorization

An Eligible Employee may elect, in the manner prescribed by the Administrator, to change the amount of his future Compensation that his Employer contributes on his behalf as 401(k) Contributions. An Eligible Employee may amend his reduction authorization at such time or times during the Plan Year as the Administrator may prescribe by giving such number of days advance notice of his election as the Administrator may prescribe. An Eligible Employee who amends his reduction authorization shall be limited to selecting an amount of his Compensation that is otherwise permitted under this Article IV. 401(k) Contributions shall be made on behalf of such Eligible Employee by his Employer pursuant to his properly amended reduction authorization commencing with Compensation paid to the Eligible Employee on or after the date such amendment is effective, until otherwise altered or terminated in accordance with the Plan.

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4.8 Suspension of 401(k) Contributions

An Eligible Employee on whose behalf 401(k) Contributions are being made may elect, in the manner prescribed by the Administrator, to have such contributions suspended at any time by giving such number of days advance notice of his election as the Administrator may prescribe. Any such voluntary suspension shall take effect commencing with Compensation paid to such Eligible Employee on or after the expiration of the required notice period and shall remain in effect until 401(k) Contributions are resumed as hereinafter set forth.

4.9 Resumption of 401(k) Contributions

An Eligible Employee who has voluntarily suspended his 401(k) Contributions may elect, in the manner prescribed by the Administrator, to have such contributions resumed. An Eligible Employee may make such election at such time or times during the Plan Year as the Administrator may prescribe, by giving such number of days advance notice of his election as the Administrator may prescribe.

4.10 Delivery of 401(k) Contributions

As soon after the date an amount would otherwise be paid to an Eligible Employee as it can reasonably be separated from Employer assets, each Employer shall cause to be delivered to the Trustee in cash all 401(k) Contributions attributable to such amounts. In no event shall an Employer deliver 401(k) Contributions to the Trustee on behalf of an Eligible Employee prior to the date the Eligible Employee performs the services with respect to which the 401(k) Contribution is being made, unless such pre-funding is to accommodate a bona fide administrative concern and is not for the principal purpose of accelerating deductions.

4.11 Vesting of 401(k) Contributions

A Participant's vested interest in his 401(k) Contributions Sub-Account shall be at all times 100 percent.

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ARTICLE V

AFTER-TAX AND ROLLOVER CONTRIBUTIONS

5.1 No After-Tax Contributions

There shall be no After-Tax Contributions made to the Plan and no After-Tax Contributions may be transferred to the Plan.

5.2 Rollover Contributions

Subject to any restrictions contained in this Article, a Covered Employee who is eligible to receive or receives an "eligible rollover distribution," within the meaning of Code Section 402(c)(4), or a distribution from an individual retirement account or annuity that is eligible for rollover to the Plan in accordance with the provisions of Code Section 408(d)(3)(B) may elect to make a Rollover Contribution to the Plan. The Administrator may require a Covered Employee to provide it with such information as it deems necessary or desirable to show that he is entitled to roll over such distribution to a qualified retirement plan. A Covered Employee shall make a Rollover Contribution to the Plan by delivering or causing to be delivered to the Trustee the cash that constitutes the Rollover Contribution amount.

A Covered Employee who makes a Rollover Contribution to the Plan before becoming an Eligible Employee in accordance with the provisions of Article III shall be treated as a Participant for purposes of his Rollover Contributions.

5.3 Direct Rollovers to Plan

The Plan will accept "eligible rollover distributions" that are rolled over directly to the Plan ("direct rollovers") from the following:

• a qualified plan described in Code Section 401(a) or 403(a), excluding amounts attributable to designated Roth contributions, as described in Code Section 402A, and after-tax employee contributions;

• an annuity contract described in Code Section 403(b), excluding amounts attributable to designated Roth contributions, as described in Code Section 402A, and after-tax employee contributions;

• an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state; and

• an individual retirement account or annuity described in Code Section 408(a) or 408(b), excluding amounts attributable to designated Roth contributions, as described in Code Section 402A, and after-tax employee contributions.

5.4 Participant Rollovers to Plan

The Plan will accept "eligible rollover distributions" that are first distributed to a Covered Employee ("participant rollovers") from the following:

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• a qualified plan described in Code Section 401(a) or 403(a), excluding amounts attributable to designated Roth contributions, as described in Code Section 402A, or after-tax employee contributions;

• an annuity contract described in Code Section 403(b), excluding amounts attributable to designated Roth contributions, as described in Code Section 402A, or after-tax employee contributions;

• an eligible plan under Code Section 457(b) which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state; and

• an individual retirement account or annuity described in Code Section 408(a) or 408(b), excluding amounts attributable to designated Roth contributions, as described in Code Section 402A, and after-tax employee contributions.

A Covered Employee who received a distribution that he is rolling over to the Plan, must deliver the cash constituting his Rollover Contribution to the Trustee within 60 days of receipt of the eligible rollover distribution. Such delivery must be made in the manner prescribed by the Administrator.

5.5 Restrictions on Rollover Contributions

Rollover Contributions to the Plan are subject to the following:

• the Plan shall not accept a Rollover Contribution of any promissory note attributable to a plan loan; and

• a participant rollover may not include designated Roth contributions, as described in Code Section 402A, or after-tax employee contributions.

5.6 Vesting of Rollover Contributions

A Participant's vested interest in his Rollover Contributions Sub-Account shall be at all times 100 percent.

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ARTICLE VI

EMPLOYER CONTRIBUTIONS

6.1 Contribution Period

The Contribution Periods for Employer Contributions shall be as follows:

(a) The Contribution Period for Matching Contributions under the Plan is each Plan Year.

(b) The Contribution Period for Nonelective Contributions under the Plan is each Plan Year.

6.2 Nonelective Contributions

Each Employer may, in its discretion, make a Nonelective Contribution to the Plan for the Contribution Period in an amount determined by the Employer.

6.3 Allocation of Nonelective Contributions

Any Nonelective Contribution made by an Employer for a Contribution Period shall be allocated among its Eligible Employees during the Contribution Period who have met the allocation requirements for Nonelective Contributions described in this Article. The allocable share of each such Eligible Employee shall be in the ratio which his Compensation from the Employer for the Contribution Period bears to the aggregate of such Compensation for all such Eligible Employees.

Notwithstanding any other provision of the Plan to the contrary, Compensation earned by an Eligible Employee during a Contribution Period, but prior to the date on which the Employee first became an Eligible Employee shall be excluded in determining the Eligible Employee's allocable share of any Nonelective Contribution made for the Contribution Period.

6.4 Amount and Allocation of Matching Contributions

Each Employer shall make a Matching Contribution to the Plan for each Contribution Period on behalf of each of its Eligible Employees during the Contribution Period who has met the allocation requirements for Matching Contributions described in this Article.

The amount of such Matching Contribution shall be equal to a percentage of the 401(k) Contributions made on the Eligible Employee's behalf for the Contribution Period, based on the Eligible Employee's years of Vesting Service as of the last day of the immediately preceding Plan Year, as follows:

Years of Vesting Service	Percentage of 401(k) Contributions Matched
Fewer than 6 years	75%
At least 6 years, but fewer than 11 years	100%
11 or more years	125%

Availability of a particular match rate is a benefit, right or feature that is subject to the discrimination rules under Code Section 401(a)(4).

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6.5 Limits on Matching Contributions

Notwithstanding any other provision of this Article to the contrary, the following limits apply in determining the amount and allocation of Matching Contributions with respect to an Eligible Employee for a Contribution Period:

(a) 401(k) Contributions that exceed 6 percent of the Eligible Employee's Compensation for the Contribution Period are excluded from the match; and

(b) Catch-Up 401(k) Contributions are excluded from the match.

Notwithstanding the foregoing, any Compensation earned by an Eligible Employee during the Contribution Period, but prior to the date on which the Eligible Employee first commenced 401(k) Contributions, shall be excluded in determining the amount of his Matching Contributions.

6.6 Verification of Amount of Employer Contributions by the Sponsor

The Sponsor shall verify the amount of Employer Contributions to be made by each Employer in accordance with the provisions of the Plan. Notwithstanding any other provision of the Plan to the contrary, the Sponsor shall determine the portion of the Employer Contribution to be made by each Employer with respect to a Covered Employee who transfers from employment with one Employer as a Covered Employee to employment with another Employer as a Covered Employee.

6.7 Payment of Employer Contributions

Employer Contributions made for a Contribution Period shall be paid in cash or in qualifying employer securities, as defined in ERISA Section 407(d)(5), to the Trustee within the period of time required under the Code in order for the contribution to be deductible by the Employer in determining its Federal income taxes for the Plan Year.

Any in kind contribution made under the terms of the Plan shall be discretionary and unencumbered.

In no event shall an Employer deliver Matching Contributions to the Trustee on behalf of an Eligible Employee prior to the date the Eligible Employee performs the services with respect to which the Matching Contribution is being made, unless such pre-funding is to accommodate a bona fide administrative concern and is not for the principal purpose of accelerating deductions.

6.8 Allocation Requirements for Employer Contributions

An Eligible Employee shall be eligible to receive an allocation of Employer Contributions under this Article only if he satisfies any requirements specified in the applicable contribution Section and also meets the requirements of this Section.

(a) A person who was an Eligible Employee during a Contribution Period shall be eligible to receive an allocation of Nonelective Contributions for such Contribution Period only if he is employed as a Covered Employee on the last day of the Contribution Period.

(b) A person who was an Eligible Employee at any time during a Contribution Period shall be eligible to receive an allocation of Matching Contributions for such Contribution Period.

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6.9 Vesting of Employer Contributions

A Participant's vested interest in his Nonelective and Matching Contributions Sub-Accounts shall be zero percent until the Participant has completed 3 years of Vesting Service at which time his vested interest in his Nonelective and Matching Contributions Sub-Accounts shall be 100 percent.

6.10 100% Vesting Events

Notwithstanding any other provision of the Plan to the contrary, if a Participant is employed by an Employer or a Related Company on his Normal Retirement Date, the date he becomes Disabled, or the date he dies, his vested interest in his full Employer Contributions Sub-Account shall be 100 percent, without regard to the number of his years of Vesting Service.

6.11 Election of Former Vesting Schedule

If the Sponsor adopts an amendment to the Plan that directly or indirectly affects the computation of a Participant's vested interest in his Employer Contributions Sub-Account, any Participant with three or more years of Vesting Service shall have a right to have his vested interest in his Employer Contributions Sub-Account continue to be determined under the vesting provisions in effect prior to the amendment rather than under the new vesting provisions, unless the vested interest of the Participant in his Employer Contributions Sub-Account under the Plan as amended is not at any time less than such vested interest determined without regard to the amendment. A Participant shall exercise his right under this Section by giving written notice of his exercise thereof to the Administrator within 60 days after the latest of (i) the date he receives notice of the amendment from the Administrator, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted. Notwithstanding the foregoing, a Participant's vested interest in his Employer Contributions Sub-Account on the effective date of such an amendment shall not be less than his vested interest in his Employer Contributions Sub-Account immediately prior to the effective date of the amendment.

6.12 Forfeitures to Reduce Employer Contributions

Notwithstanding any other provision of the Plan to the contrary, the amount of the Employer Contribution required under this Article for a Plan Year shall be reduced by the amount of any forfeitures occurring during the Plan Year or any prior Plan Year that are not used to pay Plan expenses and that are applied against Employer Contributions as provided in Article VII or XIV, as applicable.

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ARTICLE VII

LIMITATIONS ON CONTRIBUTIONS

7.1 Definitions

For purposes of this Article, the following terms have the following meanings:

The "annual addition" with respect to a Participant for a "limitation year" means the sum of the following amounts allocated to the Participant for the "limitation year":

(a) all employer contributions allocated to the Participant's account under any qualified defined contribution plan maintained by an Employer or a Related Company, including "elective contributions" and amounts attributable to forfeitures applied to reduce the employer's contribution obligation, but excluding "catch-up contributions";

(b) all "employee contributions" allocated to the Participant's account under any qualified defined contribution plan maintained by an Employer or a Related Company or any qualified defined benefit plan maintained by an Employer or a Related Company if separate accounts are maintained under the defined benefit plan with respect to such employee contributions;

(c) all forfeitures allocated to the Participant's account under any qualified defined contribution plan maintained by the Employer or a Related Company;

(d) all amounts allocated to an individual medical benefit account, as described in Code Section 415(l)(2), established for the Participant as part of a pension or annuity plan maintained by the Employer or a Related Company;

(e) if the Participant is a key employee, as defined in Code Section 419A(d)(3), all amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending after that date, that are attributable to post-retirement medical benefits allocated to the Participant's separate account under a welfare benefit fund, as defined in Code Section 419(e), maintained by the Employer or a Related Company; and

(f) all allocations to the Participant under a simplified employee pension.

A "catch-up contribution" means any elective deferral, as defined in Code Section 414(v)(2)(C), that is treated as a catch-up contribution in accordance with the provisions of Code Section 414(v).

The "contribution percentage" with respect to an "eligible participant" for a particular Plan Year means the ratio of the sum of the included contributions, described below, to the "eligible participant's" "test compensation" for such Plan Year. Contributions made on behalf of an "eligible participant" for the Plan Year that are used in computing the "eligible participant's" "contribution percentage" include the following:

• Matching Contributions, except as specifically provided below; and

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• if elected by the Sponsor, 401(k) Contributions, including Catch-Up 401(k) Contributions, to the extent such 401(k) Contributions are not included in determining the "eligible participant's" "deferral percentage" for such Plan Year.

Notwithstanding the foregoing, the following Matching Contributions are not included in computing an "eligible participant's" "contribution percentage" for a Plan Year:

• Matching Contributions that are forfeited because they relate to 401(k) Contributions that are distributed as "excess contributions", "excess deferrals", or because they exceed the Code Section 402(g) limit;

• contributions to the Plan made pursuant to Code Section 414(u) that are treated as Matching Contributions; and

• Matching Contributions that are forfeited because they relate to 401(k) Contributions that are re-characterized as Catch-Up 401(k) Contributions.

Matching Contributions in excess of 100% of the 401(k) Contributions of an "eligible participant" who is not a Highly Compensated Employee for a Plan Year shall not be used in computing such "eligible participant's" "contribution percentage" for the Plan Year to the extent that such Matching Contributions exceed the greater of (i) 5% of the "eligible participant's" "test compensation" for the Plan Year or (ii) the product of 2 times the Plan's "representative match rate" multiplied by the "eligible participant's" 401(k) Contributions for the Plan Year. The Plan's "representative match rate" is the lowest "match rate" of any "eligible participant" who is not a Highly Compensated Employee for the Plan Year in either (i) the group consisting of half of all "eligible participants" who are not Highly Compensated Employees for the Plan Year or (ii) the group of all "eligible participants" who are not Highly Compensated Employees for the Plan Year and who are employed by the Employer or a Related Company on the last day of the Plan Year and who make 401(k) Contributions for the Plan Year, whichever results in the greater amount. An "eligible participant's "match rate" means the Matching Contributions made on behalf of the "eligible participant" for the Plan Year divided by the "eligible participant's" 401(k) Contributions for the Plan Year; provided, however, that if Matching Contributions are made at different rates for different levels of Compensation, the "match rate" shall be determined assuming 401(k) Contributions equal to 6% of "test compensation".

To be included in computing an "eligible participant's" "contribution percentage" for a Plan Year, contributions must be allocated to the "eligible participant's" Account as of a date within such Plan Year and must be made to the Plan before the end of the 12-month period immediately following the Plan Year to which the contributions relate. For Plan Years in which the prior year testing method is used in applying the nondiscrimination requirements applicable to Matching Contributions, contributions used in computing the "contribution percentage" for the "testing year" of a non-Highly Compensated Employee must be made before the last day of the Plan Year for which the test is being applied.

If an Employer elects to change from the current year testing method to the prior year testing method, the following shall not be included in computing a non-Highly Compensated Employee's "contribution percentage" for the Plan Year immediately preceding the Plan Year in which the prior year testing method is first effective:

• 401(k) Contributions that were included in computing the "eligible participant's" "contribution percentage" under the current year method for such immediately preceding Plan Year.

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The determination of an "eligible participant's" "contribution percentage" shall be made after any reduction required to satisfy the Code Section 415 limitations is made as provided in this Article VII and shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

The "deferral percentage" with respect to an Eligible Employee for a particular Plan Year means the ratio of the sum of the included contributions, described below, to the Eligible Employee's "test compensation" for such Plan Year. Contributions made on behalf of an Eligible Employee for the Plan Year that are used in computing the Eligible Employee's "deferral percentage" include the following:

• 401(k) Contributions, except as specifically provided below.

Notwithstanding the foregoing, the following 401(k) Contributions are not included in computing an Eligible Employee's "deferral percentage" for a Plan Year:

• 401(k) Contributions that are distributed to a non-Highly Compensated Employee in accordance with the provisions of Section 7.2 because they exceed the Code Section 402(g) limit;

• contributions made to the Plan pursuant to Code Section 414(u) that are treated as 401(k) Contributions;

• Catch-Up 401(k) Contributions, except to the extent the Eligible Employee's 401(k) Contributions are re-characterized as Catch-Up 401(k) Contributions as a result of a failure to satisfy the nondiscrimination requirements applicable to 401(k) Contributions; and

• 401(k) Contributions that are included in determining an Eligible Employee's "contribution percentage" for the Plan Year.

To be included in computing an Eligible Employee's "deferral percentage" for a Plan Year, contributions must be allocated to the Eligible Employee's Account as of a date within such Plan Year and be made to the Plan before the end of the 12-month period immediately following the Plan Year to which the contributions relate. For Plan Years in which the prior year testing method is used in applying the nondiscrimination requirements applicable to 401(k) Contributions, contributions used in computing the "deferral percentage" for the "testing year" of a non-Highly Compensated Employee must be made before the last day of the Plan Year for which the test is being applied.

If an Employer elects to change from the current year testing method to the prior year testing method, the following shall not be included in computing a non-Highly Compensated Employee's "deferral percentage" for the Plan Year immediately preceding the Plan Year in which the prior year testing method is first effective:

• 401(k) Contributions that were included in computing the Eligible Employee's "contribution percentage" under the current year method for such immediately preceding Plan Year.

The determination of an Eligible Employee's "deferral percentage" shall be made after any reduction required to satisfy the Code Section 415 limitations is made as provided in this Article VII and shall satisfy such other requirements as may be prescribed by the Secretary of the Treasury.

An "elective contribution" means any employer contribution made to a plan maintained by an Employer or a Related Company on behalf of a Participant in lieu of cash compensation pursuant to his election (whether such election is an active election or a passive election) to defer under any qualified CODA as described in Code Section 401(k), any simplified employee pension cash or deferred arrangement as

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described in Code Section 402(h)(1)(B), or any plan as described in Code Section 501(c)(18), and any contribution made on behalf of the Participant by an Employer or a Related Company for the purchase of an annuity contract under Code Section 403(b) pursuant to a salary reduction agreement. For purposes of applying the limitations described in this Article VII, the term "elective contribution" includes designated Roth contributions and excludes "catch-up contributions".

An "elective 401(k) contribution" means any employer contribution made to a plan maintained by an Employer or a Related Company on behalf of a Participant in lieu of cash compensation pursuant to his election (whether such election is an active election or a passive election) to defer under any qualified CODA as described in Code Section 401(k) including a designated Roth contribution. For purposes of applying the limitations described in this Article VII, the term "elective 401(k) contribution" excludes "catch-up contributions".

An "eligible participant" means any Eligible Employee who is eligible to have 401(k) Contributions made on his behalf (if 401(k) Contributions are taken into account in determining "contribution percentages"), or to participate in the allocation of Matching Contributions.

Notwithstanding the foregoing, the following Employees shall not be included as "eligible participants":

• Eligible Employees who are covered by a collective bargaining agreement between their Employer and employee representatives if retirement benefits were the subject of good faith bargaining.

An "employee contribution" means any employee after-tax contribution allocated to an Eligible Employee's account under any qualified plan of an Employer or a Related Company.

An "excess aggregate contribution" means any contribution made to the Plan on behalf of a Participant that exceeds the limitations described in Section 7.7.

An "excess contribution" means any contribution made to the Plan on behalf of a Participant that exceeds the limitations described in Section 7.4.

An "excess deferral" with respect to a Participant means that portion of a Participant's 401(k) Contributions, excluding Catch-Up 401(k) Contributions, for his taxable year that, when added to amounts deferred for such taxable year under other plans or arrangements described in Code Section 401(k), 408(k), or 403(b) (other than any such plan or arrangement that is maintained by an Employer or a Related Company and excluding any "catch-up contributions"), would exceed the dollar limit imposed under Code Section 402(g) as in effect on January 1 of the calendar year in which such taxable year begins and is includible in the Participant's gross income under Code Section 402(g).

The "415 compensation" of a Participant for any "limitation year" means the Participant's remuneration for services, including (A) his wages, salaries, fees for professional service, and all other amounts received (without regard to whether such amounts are paid in cash) for personal services actually rendered in the course of employment with an Employer or a Related Company, to the extent the amounts would have been received and includible in gross income, including, but not limited to, commissions paid to salesperson, compensation for services on the basis of a percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements or other expense allowances under a nonaccountable plan described in Treasury Regulations Section 1.62-2(c), (B) in case of a Participant who is an employee within the meaning of Code Section 401(c)(1), the Participant's earned income, as described in Code Section 401(c)(2) and regulations issued thereunder, (C) amounts described in Code Section 104(a)(3), 105(a), or 105(h), but only to the extent such amounts are includible in the gross

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income of the Participant, (D) amounts paid or reimbursed by the Employer or a Related Company for moving expenses incurred by the Participant, but only to the extent it is reasonable to believe the amounts are not deductible by the Participant under Code Section 217, (E) the value of a non-statutory option (an option other than a statutory option, as defined in Treasury Regulations Section 1.421-1(b)) granted to the Participant by the Employer or a Related Company, but only to the extent that the value of the option is includible in the gross income of the Participant for the taxable year in which granted, (F) amounts includible in the gross income of the Participant upon making an election described in Code Section 83(b), and (G) amounts that are includible in the gross income of the Participant under the rules of Code Section 409A or 457(f)(1)(A) or because the amounts are constructively received by the Participant. "415 compensation" excludes (i) contributions (other than elective contributions described in Code Section 402(e)(3), 408(k)(6), 408(p)(2)(A)(i), or 457(b)) made on behalf of the Participant by an Employer or a Related Company to a plan of deferred compensation (including a simplified employee pension described in Code Section 408(k) or a simple retirement account described in Code Section 408(p)), whether or not qualified, to the extent that, before application of the limitations of Code Section 415 to such plan, the contributions are not includible in the gross income of the Participant for the taxable year in which contributed, (ii) any distributions from a plan of deferred compensation, whether or not qualified, (except amounts received pursuant to an unfunded non-qualified plan in the year such amounts are includible in the gross income of the Participant), (iii) amounts realized from the exercise of a non-qualified option or when restricted stock or other property held by the Participant either becomes freely transferable or is no longer subject to substantial risk of forfeiture, (iv) amounts received from the sale, exchange or other disposition of stock acquired under a qualified stock option, (v) any other amounts that receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includible in the gross income of the Participant and are not salary reduction amounts that are described in Code Section 125), and (vi) other items that are similar to the items listed in (i) through (v) above.

Effective for "limitation years" beginning in 2005 and thereafter, "415 compensation" does not include amounts paid to a Participant following severance from employment unless such amounts are paid within 2 ½ months of the Participant's severance from employment and (i) would otherwise have been paid to the Participant in the course of his employment and are regular compensation for services during the Participant's regular working hours, compensation for services outside the Participant's regular working hours (such as overtime or shift differential pay), commissions, bonuses, or other similar compensation or (ii) are payments for accrued bona fide sick, vacation or other leave, but only if the Participant would have been able to use such leave if his employment had continued.

"415 compensation" also includes (i) any elective deferral, as defined in Code Section 402(g)(3) and (ii) any amount contributed or deferred by the Employer or Related Company at the Participant's election which is not includable in the Participant's gross income by reason of Code Section 125, 132(f)(4), or 457.

In no event, however, shall the "415 compensation" of a Participant taken into account under the Plan for any "limitation year" exceed the limit in effect under Code Section 401(a)(17) ($220,000 for "limitation years" beginning in 2006, subject to adjustment annually as provided in Code Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar increase in effect on January 1 of any calendar year, if any, is effective for "limitation years" beginning in such calendar year). If the "415 compensation" of a Participant is determined over a period of time that contains fewer than 12 calendar months, then the annual compensation limitation described above shall be adjusted with respect to that Participant by multiplying the annual compensation limitation in effect for the Plan Year by a fraction the numerator of which is the number of full months in the period and the denominator of which is 12; provided, however, that no proration is required for a Participant who is covered under the Plan for fewer than 12 months.

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The "gap period" means the period between the close of the Plan Year in which "excess contributions" were made and the date the contributions are distributed.

A "limitation year" means the Plan Year.

A "matching contribution" means any employer contribution allocated to an Eligible Employee's account under any plan of an Employer or a Related Company solely on account of "elective contributions" made on his behalf or "employee contributions" made by him.

A "qualified matching contribution" means any employer contribution allocated to an Eligible Employee's account under any plan of an Employer or a Related Company solely on account of "elective contributions" made on his behalf or "employee contributions" made by him that is a qualified matching contribution as defined in regulations issued under Code Section 401(k), is nonforfeitable when made, and is distributable only as permitted in regulations issued under Code Section 401(k).

A "qualified nonelective contribution" means any employer contribution allocated to an Eligible Employee's account under any plan of an Employer or a Related Company that the Participant could not elect instead to receive in cash until distributed from the Plan, that is a qualified nonelective contribution as defined in Code Sections 401(k) and 401(m) and regulations issued thereunder, is nonforfeitable when made, and is distributable (other than for hardships) only as permitted in regulations issued under Code Section 401(k).

The "test compensation" of an Eligible Employee or "eligible participant" for any Plan Year means his Compensation as defined in Article I, unless the Administrator elects to substitute a different definition of compensation that satisfies the requirements of Code Section 414(s).

If elected by the Administrator with respect to a Plan Year, "test compensation" may exclude amounts earned by an individual during the Plan Year, but while the individual was not an Eligible Employee or "eligible participant".

In no event, shall the "test compensation" of a Participant taken into account under the Plan for any Plan Year exceed the limit in effect under Code Section 401(a)(17) ($220,000 for Plan Years beginning in 2006, subject to adjustment annually as provided in Code Sections 401(a)(17)(B) and 415(d); provided, however, that the dollar increase in effect on January 1 of any calendar year, if any, is effective for Plan Years beginning in such calendar year).

The "testing year" under the current year testing method means the Plan Year being tested. An Employer that has elected the current year testing method can change its election and elect the prior year testing method for a subsequent Plan Year only if either (1) the Plan has used the current year testing method for each of the preceding 5 Plan Years (or, if fewer, the number of Plan Years the Plan has been in existence) or (2) as a result of a merger or acquisition described in Code Section 410(b)(6)(C)(i), the Employer maintains both a plan using the prior year testing method and a plan using the current year testing method and the change is made within the transition period described in Code Section 410(b)(6)(C)(ii).

7.2 Code Section 402(g) Limit

In no event shall the amount of the 401(k) Contributions, excluding Catch-Up 401(k) Contributions, made on behalf of an Eligible Employee for his taxable year, when aggregated with any "elective contributions" made on behalf of the Eligible Employee under any other plan of an Employer or a Related Company for his taxable year, exceed the dollar limit imposed under Code Section 402(g), as in effect on January 1 of the calendar year in which such taxable year begins. In the event that the Administrator determines that

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the reduction percentage elected by an Eligible Employee will result in his exceeding the Code Section 402(g) limit, the Administrator may adjust the reduction authorization of such Eligible Employee by reducing the percentage of his 401(k) Contributions to such smaller percentage that will result in the Code Section 402(g) limit not being exceeded. If the Administrator determines that the 401(k) Contributions made on behalf of an Eligible Employee would exceed the Code Section 402(g) limit for his taxable year, the 401(k) Contributions for such Participant shall be automatically suspended for the remainder, if any, of such taxable year.

If an Employer notifies the Administrator that the Code Section 402(g) limit has nevertheless been exceeded by an Eligible Employee for his taxable year, the 401(k) Contributions that, when aggregated with "elective contributions" made on behalf of the Eligible Employee under any other plan of an Employer or a Related Company, would exceed the Code Section 402(g) limit, plus any income and minus any losses attributable thereto, shall be either re-characterized as Catch-Up 401(k) Contributions or distributed to the Eligible Employee no later than the April 15 immediately following such taxable year.

Any 401(k) Contributions that are distributed to an Eligible Employee in accordance with this Section shall not be taken into account in determining the Eligible Employee's "deferral percentage" for the "testing year" in which the 401(k) Contributions were made, unless the Eligible Employee is a Highly Compensated Employee.

If excess 401(k) Contributions are distributed to a Participant or are re-characterized as Catch-Up 401(k) Contributions in accordance with this Section, Matching Contributions that are attributable solely to the re-characterized or distributed 401(k) Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant no earlier than the date on which re-characterization or distribution of 401(k) Contributions pursuant to this Section occurs and no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made.

7.3 Distribution of "Excess Deferrals"

Notwithstanding any other provision of the Plan to the contrary, if a Participant notifies the Administrator in writing no later than the March 1 following the close of the Participant's taxable year that "excess deferrals" have been made on his behalf under the Plan for such taxable year, the "excess deferrals", plus any income and minus any losses attributable thereto, shall be distributed to the Participant no later than the April 15 immediately following such taxable year.

Any 401(k) Contributions that are distributed to a Participant in accordance with this Section shall nevertheless be taken into account in determining the Participant's "deferral percentage" for the "testing year" in which the 401(k) Contributions were made.

If 401(k) Contributions are distributed to a Participant in accordance with this Section, Matching Contributions that are attributable solely to the distributed 401(k) Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant no earlier than the date on which distribution of 401(k) Contributions pursuant to this Section occurs and no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made.

7.4 Limitation on 401(k) Contributions of Highly Compensated Employees - ADP Test

Notwithstanding any other provision of the Plan to the contrary, the 401(k) Contributions made with respect to a Plan Year on behalf of Eligible Employees who are Highly Compensated Employees may not result in an average "deferral percentage" for such Eligible Employees that exceeds the greater of:

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(a) a percentage that is equal to 125 percent of the average "deferral percentage" for all other Eligible Employees for the "testing year"; or

(b) a percentage that is not more than 200 percent of the average "deferral percentage" for all other Eligible Employees for the "testing year" and that is not more than two percentage points higher than the average "deferral percentage" for all other Eligible Employees for the "testing year",

unless the "excess contributions", determined as provided in the following Section are re-characterized or distributed as provided in Section 7.6.

If the Plan provides that Employees are eligible to make 401(k) Contributions before they have satisfied the minimum age and service requirements under Code Section 410(a)(1)(A) and applies Code Section 410(b)(4)(B) in determining whether the cash or deferred arrangement meets the requirements of Code Section 410(b)(1), the Administrator may apply the limitations described above either:

(c) by comparing the average "deferral percentage" of all Eligible Employees who are Highly Compensated Employees for the Plan Year to the average "deferral percentage" for the "testing year" of all other Eligible Employees who have satisfied the minimum age and service requirements under Code Section 410(a)(1)(A); or

(d) separately with respect to Eligible Employees who have not satisfied the minimum age and service requirements under Code Section 410(a)(1)(A) and Eligible Employees who have satisfied such minimum age and service requirements.

In order to assure that the limitation contained herein is not exceeded with respect to a Plan Year, the Administrator is authorized to set a limit on the percentage of Compensation that a Highly Compensated Employee may contribute to the Plan as 401(k) Contributions for the Plan Year, to suspend completely further 401(k) Contributions on behalf of Highly Compensated Employees for any remaining portion of a Plan Year, or to adjust the projected "deferral percentages" of Highly Compensated Employees by reducing the percentage of their deferral elections for any remaining portion of a Plan Year to such smaller percentage that will result in the limitation set forth above not being exceeded. If the Administrator limits the 401(k) Contributions that may be made by Highly Compensated Employees for a Plan Year, the Administrator shall communicate that limit as soon as reasonably practicable. In the event of a suspension or reduction, Highly Compensated Employees affected thereby shall be notified of the reduction or suspension as soon as possible. An affected Highly Compensated Employee may be entitled to make a new election for the following Plan Year.

In determining the "deferral percentage" for any Eligible Employee who is a Highly Compensated Employee for the Plan Year, "elective 401(k) contributions", "qualified nonelective contributions", and "qualified matching contributions" (to the extent that "qualified nonelective contributions" and "qualified matching contributions" are taken into account in determining "deferral percentages") made to his accounts under any plan of an Employer or a Related Company that is not mandatorily disaggregated pursuant to Treasury Regulations Section 1.410(b)-7(c), as modified by Section 1.401(k)-1(b)(4) (without regard to the prohibition on aggregating plans with inconsistent testing methods contained in Section 1.401(k)-1(b)(4)((iii)(B) and the prohibition on aggregating plans with different plan years contained in Section 1.410(b)-7(d)(5)), shall be treated as if all such contributions were made to the Plan; provided, however, that if such a plan has a plan year different from the Plan Year, any such contributions made to the Highly Compensated Employee's accounts under the other plan during the Plan Year shall be treated as if such contributions were made to the Plan.

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If one or more plans of an Employer or Related Company are aggregated with the Plan for purposes of satisfying the requirements of Code Section 401(a)(4) or 410(b), then "deferral percentages" under the Plan shall be calculated as if the Plan and such one or more other plans were a single plan. Pursuant to Treasury Regulations Section 1.401(k)-1(b)(4)(v), an Employer may elect to calculate "deferral percentages" aggregating ESOP and non-ESOP plans. In addition, an Employer may elect to calculate "deferral percentages" aggregating bargained plans maintained for different bargaining units, provided that such aggregation is done on a reasonable basis and is reasonably consistent from year to year. Plans may be aggregated under this paragraph only if they have the same plan year and utilize the same testing method to satisfy the requirements of Code Section 401(k).

The Administrator shall maintain records sufficient to show that the limitation contained in this Section was not exceeded with respect to any Plan Year and the amount of the "qualified nonelective contributions" and/or "qualified matching contributions" taken into account in determining "deferral percentages" for any Plan Year.

7.5 Determination and Allocation of "Excess Contributions" Among Highly Compensated Employees

Notwithstanding any other provision of the Plan to the contrary, in the event that the limitation on 401(k) Contributions described in the preceding Section is exceeded in any Plan Year, the Administrator shall first determine the dollar amount of the excess by reducing the dollar amount of the contributions included in determining the "deferral percentage" of Highly Compensated Employees in order of their "deferral percentages" as follows:

(a) The highest "deferral percentage(s)" shall be reduced to the greater of (1) the maximum "deferral percentage" that satisfies the limitation on 401(k) Contributions described in the preceding Section or (2) the next highest "deferral percentage".

(b) If the limitation on 401(k) Contributions described in the preceding Section would still be exceeded after application of the provisions of paragraph (a), the Administrator shall continue reducing "deferral percentages" of Highly Compensated Employees, continuing with the next highest "deferral percentage", in the manner provided in paragraph (a) until the limitation on 401(k) Contributions described in the preceding Section is satisfied.

The determination of the amount of "excess contributions" hereunder shall be made after 401(k) Contributions and "excess deferrals" have been re-characterized or distributed pursuant to Sections 7.2 and 7.3, if applicable.

After determining the dollar amount of the "excess contributions" that have been made to the Plan, the Administrator shall then allocate such excess among Highly Compensated Employees in order of the dollar amount of their "deferral percentages" as follows:

(c) The contributions included in the "deferral percentage(s)" of the Highly Compensated Employee(s) with the largest dollar amount of "deferral percentage" for the Plan Year shall be reduced by the dollar amount of the excess (with such dollar amount being allocated equally among all such Highly Compensated Employees), but not below the dollar amount of the "deferral percentage" of the Highly Compensated Employee(s) with the next highest dollar amount of "deferral percentage" for the Plan Year.

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(d) If the excess has not been fully allocated after application of the provisions of paragraph (c), the Administrator shall continue reducing the contributions included in the "deferral percentages" of Highly Compensated Employees, continuing with the Highly Compensated Employees with the largest remaining dollar amount of "deferral percentages" for the Plan Year, in the manner provided in paragraph (c) until the entire excess determined above has been allocated.

7.6 Treatment of "Excess Contributions"

Except to the extent that a Highly Compensated Employee's "excess contributions" may be re-characterized as Catch-Up 401(k) Contributions, "excess contributions" allocated to a Highly Compensated Employee pursuant to the preceding Section, plus any income and minus any losses attributable thereto, shall be distributed to the Highly Compensated Employee prior to the end of the next succeeding Plan Year. If such excess amounts are distributed more than 2 1/2 months after the last day of the Plan Year for which the excess occurred, an excise tax may be imposed under Code Section 4979 on the Employer maintaining the Plan with respect to such amounts.

If excess 401(k) Contributions are distributed to a Participant or are re-characterized as Catch-Up 401(k) Contributions in accordance with this Section, Matching Contributions that are attributable solely to the re-characterized or distributed 401(k) Contributions, plus any income and minus any losses attributable thereto, shall be forfeited by the Participant no earlier than the date on which re-characterization or distribution of 401(k) Contributions pursuant to this Section occurs and no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made.

7.7 Limitation on Contributions of Highly Compensated Employees - ACP Test

Notwithstanding any other provision of the Plan to the contrary, the Matching Contributions made with respect to a Plan Year on behalf of "eligible participants" who are Highly Compensated Employees may not result in an average "contribution percentage" for such "eligible participants" that exceeds the greater of:

(a) a percentage that is equal to 125 percent of the average "contribution percentage" for all other "eligible participants" for the "testing year"; or

(b) a percentage that is not more than 200 percent of the average "contribution percentage" for all other "eligible participants" for the "testing year" and that is not more than two percentage points higher than the average "contribution percentage" for all other "eligible participants" for the "testing year",

unless the "excess aggregate contributions", determined as provided in the following Section are forfeited or distributed as provided in Section 7.8.

If the Plan provides that Employees are eligibleto receive Matching Contributions before they have satisfied the minimum age and service requirements under Code Section 410(a)(1)(A) and applies Code Section 410(b)(4)(B) in determining whether the portion of the Plan subject to Code Section 401(m) meets the requirements of Code Section 410(b)(1), the Administrator may apply the limitations described above either:

(c) by comparing the average "contribution percentage" of all "eligible participants" who are Highly Compensated Employees for the Plan Year to the average "contribution percentage" for the "testing year" of all other "eligible participants" who have satisfied the minimum age and service requirements under Code Section 410(a)(1)(A); or

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(d) separately with respect to "eligible participants" who have not satisfied the minimum age and service requirements under Code Section 410(a)(1)(A) and "eligible participants" who have satisfied such minimum age and service requirements.

In determining the "contribution percentage" for any "eligible participant" who is a Highly Compensated Employee for the Plan Year, "matching contributions", "employee contributions", "qualified nonelective contributions", and "elective 401(k) contributions" (to the extent that "qualified nonelective contributions" and "elective 401(k) contributions" are taken into account in determining "contribution percentages") made to his accounts under any plan of an Employer or a Related Company that is not mandatorily disaggregated pursuant to Treasury Regulations Section 1.410(b)-7(c), as modified by Section 1.401(m)-1(b)(4) (without regard to the prohibition on aggregating plans with inconsistent testing methods contained in Section 1.401(m)-1(b)(4)((iii)(B) and the prohibition on aggregating plans with different plan years contained in Section 1.410(b)-7(d)(5)), shall be treated as if all such contributions were made to the Plan; provided, however, that if such a plan has a plan year different from the Plan Year, any such contributions made to the Highly Compensated Employee's accounts under the other plan during the Plan Year shall be treated as if such contributions were made to the Plan.

If one or more plans of an Employer or a Related Company are aggregated with the Plan for purposes of satisfying the requirements of Code Section 401(a)(4) or 410(b), the "contribution percentages" under the Plan shall be calculated as if the Plan and such one or more other plans were a single plan. Pursuant to Treasury Regulations Section 1.401(m)-1(b)(4)(v), an Employer may elect to calculate "contribution percentages" aggregating ESOP and non-ESOP plans. In addition, an Employer may elect to calculate "contribution percentages" aggregating bargained plans maintained for different bargaining units, provided that such aggregation is done on a reasonable basis and is reasonably consistent from year to year. Plans may be aggregated under this paragraph only if they have the same plan year and utilize the same testing method to satisfy the requirements of Code Section 401(m).

The Administrator shall maintain records sufficient to show that the limitation contained in this Section was not exceeded with respect to any Plan Year and the amount of the "elective 401(k) contributions", "qualified nonelective contributions", and/or "qualified matching contributions" taken into account in determining "contribution percentages" for any Plan Year.

7.8 Determination and Allocation of Excess Aggregate Contributions Among Highly Compensated Employees

Notwithstanding any other provision of the Plan to the contrary, in the event that the limitation described in the preceding Section is exceeded in any Plan Year, the Administrator shall first determine the dollar amount of the excess by reducing the dollar amount of the contributions included in determining the "contribution percentage" of Highly Compensated Employees in order of their "contribution percentages", as follows:

(a) The highest "contribution percentage(s)" shall be reduced to the greater of (1) the maximum "contribution percentage" that satisfies the limitation described in the preceding Section or (2) the next highest "contribution percentage".

(b) If the limitation described in the preceding Section would still be exceeded after application of the provisions of paragraph (a), the Administrator shall continue reducing "contribution percentages" of Highly Compensated Employees, continuing with the next highest "contribution percentage", in the manner provided in paragraph (a) until the limitation described in the preceding Section is satisfied.

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The determination of the amount of the "excess aggregate contributions" shall be made after application ofSections 7.2, 7.3, and 7.6, if applicable.

After determining the dollar amount of the "excess aggregate contributions" that have been made to the Plan, the Administrator shall next allocate such excess among Highly Compensated Employees in order of the dollar amount of their "contribution percentages" as follows:

(c) The contributions included in the "contribution percentages" of the Highly Compensated Employee(s) with the largest dollar amount of "contribution percentage" shall be reduced by the dollar amount of the excess (with such dollar amount being allocated equally among all such Highly Compensated Employees), but not below the dollar amount of the "contribution percentage" of the Highly Compensated Employee(s) with the next highest dollar amount of "contribution percentage" for the Plan Year.

(d) If the excess has not been fully allocated after application of the provisions of paragraph (c), the Administrator shall continue reducing the contributions included in the "contribution percentages" of Highly Compensated Employees, continuing with the Highly Compensated Employees with the largest remaining dollar amount of "contribution percentages" for the Plan Year, in the manner provided in paragraph (c) until the entire excess determined above has been allocated.

7.9 Treatment of "Excess Aggregate Contributions"

"Excess aggregate contributions" allocated to a Highly Compensated Employee pursuant to the preceding Section, plus any income and minus any losses attributable thereto, shall be forfeited, to the extent forfeitable, or distributed to the Participant prior to the end of the next succeeding Plan Year as hereinafter provided. If such excess amounts are forfeited or distributed more than 2 1/2 months after the last day of the Plan Year for which the excess occurred, an excise tax of 10% will be imposed under Code Section 4979 on the Employer maintaining the Plan with respect to such amounts.

Excess amounts shall be forfeited or distributed from a Highly Compensated Employee's Account in the order prescribed by the Administrator, which order shall be uniform with respect to all Highly Compensated Employees and non-discriminatory.

"Excess aggregate contributions" that are vested shall in all cases be distributed. Excess Matching Contributions that are not vested shall be forfeited. Any amounts forfeited with respect to a Participant pursuant to this Section shall be treated as a forfeiture under the Plan no later than the last day of the Plan Year following the Plan Year for which the Matching Contributions were made.

7.10 Treatment of Forfeited Matching Contributions

Any Matching Contributions that are forfeited pursuant to the provisions of the preceding Sections of this Article shall be applied first against Plan expenses for such Plan Year and then against the Employers' contribution obligations for the Plan Year.

Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Plan Year exceed the amount of the Employers' contribution obligations for the Plan Year, the excess amount of such forfeitures shall be held unallocated in a suspense account and shall for all Plan purposes be applied against Plan expenses and the Employers' contribution obligations for the following Plan Year.

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7.11 Determination of Income or Loss

The income or loss attributable to contributions in excess of a limit described above that are distributed pursuant to this Article shall be determined by multiplying the income or loss for the preceding Plan Year and the "gap period" attributable to the Employee's Sub-Account to which the excess was credited by a fraction, the numerator of which is the excess amount contributed to such Sub-Account on the Employee's behalf for the preceding Plan Year and the denominator of which is (a) the balance of the Sub-Account on the first day of the preceding Plan Year, plus (b) the contributions made to such Sub-Account for the preceding Plan Year and the "gap period". Notwithstanding the foregoing, however, at the election of the Administrator, income for the "gap period" may be calculated either under the fractional method set forth above or as the product of ten percent of the amount of the income determined under the fractional method set forth above for the Plan Year multiplied by the number of calendar months that elapse during the "gap period". For purposes of determining the number of calendar months that elapse during the "gap period", a distribution that is made on or before the 15th day of the month shall be treated as having been made on the last day of the preceding calendar month and a distribution that is made after the 15th day of the month shall be treated as having been made on the first day of the succeeding calendar month.

7.12 Code Section 415 Limitations on Crediting of Contributions and Forfeitures

Notwithstanding any other provision of the Plan to the contrary, the "annual addition" with respect to a Participant for a "limitation year" shall in no event exceed the lesser of (i) the maximum dollar amount permitted under Code Section 415(c)(1)(A), adjusted as provided in Code Section 415(d) (e.g., $42,000 for the "limitation year" ending in 2005) or (ii) 100 percent of the Participant's "415 compensation" for the "limitation year"; provided, however, that the limit in clause (i) shall be pro rated for any short "limitation year". The limit in clause (ii) shall not apply to any contribution for medical benefits within the meaning of Code Section 401(h) or 419A(f)(2) after separation from service which is otherwise treated as an "annual addition" under Code Section 419A(d)(2) or 415(l)(1). A Participant's 401(k) Contributions may be re-characterized as Catch-Up 401(k) Contributions and excluded from the Participant's "annual additions" for the "limitation year" to satisfy the preceding limitation.

If the "annual addition" to the Account of a Participant in any "limitation year" would otherwise exceed the amount that may be applied for his benefit under the limitation contained in this Section, the limitation shall be satisfied by reducing contributions made to the Participant's Account to the extent necessary in the following order:

401(k) Contributions made on behalf of the Participant for the "limitation year" that have not been matched, if any, shall be reduced.

401(k) Contributions made on behalf of the Participant for the "limitation year" that have been matched, if any, and the Matching Contributions attributable thereto shall be reduced pro rata.

Nonelective Contributions otherwise allocable to the Participant's Account for the "limitation year", if any, shall be reduced.

The amount of any reduction of 401(k) Contributions (plus any income attributable thereto) shall be returned to the Participant. The amount of any reduction of Employer Contributions shall be deemed a forfeiture for the "limitation year".

Amounts deemed to be forfeitures under this Section shall be held unallocated in a suspense account established for the "limitation year" and shall be applied against the Employer's contribution obligation for

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the next following "limitation year" (and succeeding "limitation years", as necessary). If a suspense account is in existence at any time during a "limitation year", all amounts in the suspense account must be applied against the Employer's contribution obligation before any further contributions that would constitute "annual additions" may be made to the Plan.

For purposes of this Article, excesses shall result only from the allocation of forfeitures, a reasonable error in estimating a Participant's annual "415 compensation", a reasonable error in determining the amount of "elective contributions" that may be made with respect to any Participant under the limits of Code Section 415, or other limited facts and circumstances that justify the availability of the provisions set forth above.

7.13 Application of Code Section 415 Limitations Where Participant is Covered Under Other Qualified Defined Contribution Plan

If a Participant is covered by any other qualified defined contribution plan (whether or not terminated) maintained by an Employer or a Related Company concurrently with the Plan, and if the "annual addition" for the "limitation year" would otherwise exceed the amount that may be applied for the Participant's benefit under the limitation contained in the preceding Section, such excess shall be reduced first by reducing "annual additions" under the Plan as provided in the preceding Section. If the limitation contained in the preceding Section still is not satisfied, such excess shall be reduced as provided in the defined contribution plans other than the Plan.

7.14 Scope of Limitations

The Code Section 415 limitations contained in the preceding Sections shall be applicable only with respect to benefits provided pursuant to defined contribution plans and defined benefit plans described in Code Section 415(k). For purposes of applying the Code Section 415 limitations contained in the preceding Sections, the term "Related Company" shall be adjusted as provided in Code Section 415(h).

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ARTICLE VIII

TRUST FUNDS AND ACCOUNTS

8.1 General Fund

The Trustee shall maintain a General Fund as required to hold and administer any assets of the Trust that are not allocated among the Investment Funds as provided in the Plan or the Trust Agreement. The General Fund shall be held and administered as a separate common trust fund. The interest of each Participant or Beneficiary under the Plan in the General Fund shall be an undivided interest.

8.2 Investment Funds

The Sponsor shall determine the number and type of Investment Funds and shall communicate the same and any changes therein in writing to the Administrator and the Trustee. Each Investment Fund shall be held and administered as a separate common trust fund. The interest of each Participant or Beneficiary under the Plan in any Investment Fund shall be an undivided interest.

The Sponsor may determine to offer one or more Investment Funds that are invested primarily in equity securities issued by an Employer or a Related Company that are publicly traded and are "qualifying employer securities" as defined in ERISA Section 407(d)(5).

8.3 Loan Investment Fund

If a loan from the Plan to a Participant is approved in accordance with the provisions of Article XII, the Sponsor shall direct the establishment and maintenance of a loan Investment Fund in the Participant's name. The assets of the loan Investment Fund shall be held as a separate trust fund. A Participant's loan Investment Fund shall be invested in the note(s) reflecting the loan(s) made to the Participant in accordance with the provisions of Article XII. Notwithstanding any other provision of the Plan to the contrary, income received with respect to a Participant's loan Investment Fund shall be allocated and the loan Investment Fund shall be administered as provided in Article XII.

8.4 Income on Trust

Any dividends, interest, distributions, or other income received by the Trustee with respect to any Trust Fund maintained hereunder shall be allocated by the Trustee to the Trust Fund for which the income was received.

8.5 Accounts

As of the first date a contribution is made by or on behalf of a Covered Employee there shall be established an Account in his name reflecting his interest in the Trust. Each Account shall be maintained and administered for each Participant and Beneficiary in accordance with the provisions of the Plan. The balance of each Account shall be the balance of the account after all credits and charges thereto, for and as of such date, have been made as provided herein.

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8.6 Sub-Accounts

A Participant's Account shall be divided into such separate, individual Sub-Accounts as are necessary or appropriate to reflect the Participant's interest in the Trust.

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ARTICLE IX

LIFE INSURANCE CONTRACTS

9.1 No Life Insurance Contracts

A Participant's Account may not be invested in life insurance contracts on the life of the Participant.

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ARTICLE X

DEPOSIT AND INVESTMENT OF CONTRIBUTIONS

10.1 Future Contribution Investment Elections

Except as otherwise provided below, each Eligible Employee shall make an investment election in the manner and form prescribed by the Administrator directing the manner in which the contributions made on his behalf shall be invested. An Eligible Employee's investment election shall specify the percentage, in the percentage increments prescribed by the Administrator, of such contributions that shall be allocated to one or more of the Investment Funds with the sum of such percentages equaling 100 percent. The investment election by a Participant shall remain in effect until his entire interest under the Plan is distributed or forfeited in accordance with the provisions of the Plan or until he records a change of investment election with the Administrator, in such form as the Administrator shall prescribe. If recorded in accordance with any rules prescribed by the Administrator, a Participant's change of investment election may be implemented effective as of the date or dates prescribed by the Administrator.

10.2 Deposit of Participant Directed Contributions

All contributions made on a Participant's behalf over which the Participant has investment control shall be deposited in the Trust and allocated among the Investment Funds in accordance with the Participant's currently effective investment election Notwithstanding the foregoing, any contributions made to the Plan in qualifying employer securities shall be allocated to the Employer stock Investment Fund, pending directions to the Administrator regarding their future investment. If no investment election is recorded with the Administrator at the time contributions are to be deposited to a Participant's Account, his contributions shall be allocated among the Investment Funds as directed by the Administrator.

10.3 Investment and Deposit of Certain Contributions

Notwithstanding any other provision of the Plan to the contrary, the Sponsor shall direct how Employer Contributions shall be invested. Upon contribution to the Plan, all Employer Contributions shall be deposited in the Trust and allocated among the Investment Funds as directed by the Sponsor.

10.4 Election to Transfer Between Funds

A Participant may elect to transfer investments of amounts attributable to contributions over which he has investment control from any Investment Fund to any other Investment Fund. The Participant's transfer election shall specify a percentage, in the percentage increments prescribed by the Administrator, of the amount eligible for transfer that is to be transferred, which percentage may not exceed 100 percent. Any transfer election must be recorded with the Administrator, in such form as the Administrator shall prescribe. Subject to any restrictions pertaining to a particular Investment Fund, if recorded in accordance with any rules prescribed by the Administrator, a Participant's transfer election may be implemented effective as of the dte or dates prescribed by the Administrator.

A Participant may not transfer investments of amounts attributable to Employer Contributions. Notwithstanding any other provision of this Section to the contrary, the Administrator may prescribe such rules restricting Participants' transfer elections as it deems necessary or appropriate to preclude excessive or abusive trading or market timing.

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10.5 404(c) Protection

The Plan is intended to constitute a plan described in ERISA Section 404(c) and regulations issued thereunder. The fiduciaries of the Plan may be relieved of liability for any losses that are the direct and necessary result of investment instructions given by a Participant, his Beneficiary, or an alternate payee under a qualified domestic relations order.

A Participant's directions to the Trustee regarding investment in and transfers to and from the Employer stock Investment Fund shall be communicated in confidence and shall not be divulged to the Employers or to any officer, director, or employee of the Employers. The Sponsor shall establish procedures to provide and maintain such confidentiality and shall appoint a fiduciary with the responsibility of overseeing such procedures. An independent fiduciary shall be appointed to the extent required under Department of Labor Regulations Section 2550.404c-1(d)(2)(ii)(E)(4)(ix) to maintain such confidentiality.

10.6 Voting and Tendering Employer Stock

Each Participant who has an interest in the Employer stock Investment Fund shall have the right to direct the Trustee as to the manner in which the number of shares credited to his Account or, if accounting under the Employer stock Investment Fund is by units of participation, his proportionate interest in the Employer stock Investment Fund, is to be voted. Upon receipt of a Participant's direction, the Trustee shall vote the shares representing the Participant's interest in the Employer stock Investment Fund as directed. Except as otherwise required by law or as otherwise provided in the Trust Agreement, if the Trustee does not receive direction from a Participant regarding how to vote the shares representing his interest in the Employer stock Investment Fund, the Trustee shall not vote such shares.

In addition, upon commencement of a tender offer for any securities held in the Employer stock Investment Fund, each Participant who has an interest in the Employer stock Investment Fund shall have the right to direct the Trustee whether or not to tender all or any portion of the shares credited to his Account or, if accounting under the Employer stock Investment Fund is by units of participation, all or any portion of his proportionate interest in the Employer stock Investment Fund. A Participant may change his direction regarding the tender of shares representing his interest in the Employer stock Investment Fund at any time prior to the tender offer withdrawal deadline. The Trustee shall tender or not tender shares representing a Participant's interest in the Employer stock Investment Fund in accordance with the Participant's directions. Except as otherwise required by law, if the Trustee does not receive direction from a Participant regarding whether or not to tender the shares representing a Participant's interest in the Employer stock Investment Fund, the Trustee shall not tender such shares. The proceeds received by the Trustee with respect to shares of stock tendered by the Trustee in accordance with Participants' directions shall be allocated to the Accounts of those Participants who elected to tender their shares in proportion to their interest in the tendered shares.

All materials provided to other shareholders, including proxy solicitation materials and all tender materials, shall be provided to each Participant with an interest in the Employer stock Investment Fund.

A Participant's directions to the Trustee hereunder shall be communicated in confidence and shall not be divulged to the Employers or to any officer, director, or employee of the Employers. The Sponsor shall establish procedures to provide and maintain such confidentiality and shall appoint a fiduciary with the responsibility of overseeing such procedures. An independent fiduciary shall be appointed to the extent required under Department of Labor Regulations Section 2550.404c-1(d)(2)(ii)(E)(4)(ix) to maintain such confidentiality.

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ARTICLE XI

CREDITING AND VALUING ACCOUNTS

11.1 Crediting Accounts

All contributions made under the provisions of the Plan shall be credited to Accounts in the Trust Funds by the Trustee, in accordance with procedures established in writing by the Administrator, either when received or on the succeeding Valuation Date after valuation of the Trust Fund has been completed for such Valuation Date as provided in Section 11.2, as shall be determined by the Administrator.

11.2 Valuing Accounts

Accounts in the Trust Funds shall be valued by the Trustee on the Valuation Date, in accordance with procedures established in writing by the Administrator, either in the manner adopted by the Trustee and approved by the Administrator or in the manner set forth in Section 11.3 as Plan valuation procedures, as determined by the Administrator.

11.3 Plan Valuation Procedures

With respect to the Trust Funds, the Administrator may determine that the following valuation procedures shall be applied. As of each Valuation Date hereunder, the portion of any Accounts in a Trust Fund shall be adjusted to reflect any increase or decrease in the value of the Trust Fund for the period of time occurring since the immediately preceding Valuation Date for the Trust Fund (the "valuation period") in the following manner:

(a) First, the value of the Trust Fund shall be determined by valuing all of the assets of the Trust Fund at fair market value.

(b) Next, the net increase or decrease in the value of the Trust Fund attributable to net income and all profits and losses, realized and unrealized, during the valuation period shall be determined on the basis of the valuation under paragraph (a) taking into account appropriate adjustments for contributions, loan payments, and transfers to and distributions, withdrawals, loans, and transfers from such Trust Fund during the valuation period.

(c) Finally, the net increase or decrease in the value of the Trust Fund shall be allocated among Accounts in the Trust Fund in the ratio of the balance of the portion of such Account in the Trust Fund as of the preceding Valuation Date less any distributions, withdrawals, loans, and transfers from such Account balance in the Trust Fund since the Valuation Date to the aggregate balances of the portions of all Accounts in the Trust Fund similarly adjusted, and each Account in the Trust Fund shall be credited or charged with the amount of its allocated share. Notwithstanding the foregoing, the Administrator may adopt such accounting procedures as it considers appropriate and equitable to establish a proportionate crediting of net increase or decrease in the value of the Trust Fund for contributions, loan payments, and transfers to and distributions, withdrawals, loans, and transfers from such Trust Fund made by or on behalf of a Participant during the valuation period.

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11.4 Unit Accounting Permitted

The Administrator may, for administrative purposes, establish unit values for one or more Investment Fund (or any portion thereof) and maintain the accounts setting forth each Participant's interest in such Investment Fund (or any portion thereof) in terms of such units, all in accordance with such rules and procedures as the Administrator shall deem to be fair, equitable, and administratively practicable. In the event that unit accounting is thus established for an Investment Fund (or any portion thereof), the value of a Participant's interest in that Investment Fund (or any portion thereof) at any time shall be an amount equal to the then value of a unit in such Investment Fund (or any portion thereof) multiplied by the number of units then credited to the Participant.

11.5 Finality of Determinations

The Trustee shall have exclusive responsibility for determining the value of each Account maintained hereunder. The Trustee's determinations thereof shall be conclusive upon all interested parties.

11.6 Notification

Within a reasonable period of time after the end of each Plan Year, the Administrator shall notify each Participant and Beneficiary of the value of his Account and Sub-Accounts as of a Valuation Date during the Plan Year.

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ARTICLE XII

LOANS

12.1 Application for Loan

A Participant who is a party in interest as defined in ERISA Section 3(14) may make application to the Administrator for a loan from his Account. Loans shall be made to Participants in accordance with written guidelines which are hereby incorporated into and made a part of the Plan. To the extent that such written guidelines comply with the requirements of Code Section 72(p), but are inconsistent with the provisions of this Article, such written guidelines shall be given effect.

12.2 Collateral for Loan

As collateral for any loan granted hereunder, the Participant shall grant to the Plan a security interest in his vested interest under the Plan equal to the amount of the loan; provided, however, that in no event may the security interest exceed 50 percent of the Participant's vested interest under the Plan determined as of the date as of which the loan is originated in accordance with Plan provisions. In the case of a Participant who is an active employee, the Participant also shall enter into an agreement to repay the loan by payroll withholding.

No loan in excess of 50 percent of the Participant's vested interest under the Plan shall be made from the Plan.

Loans shall not be made available to Highly Compensated Employees in an amount greater than the amount made available to other employees.

A loan shall not be granted unless the Participant consents to the charging of his Account for unpaid principal and interest amounts in the event the loan is declared to be in default.

12.3 Reduction of Account Upon Distribution

Notwithstanding any other provision of the Plan, the amount of a Participant's Account that is distributable to the Participant or his Beneficiary under Article XIII or XV shall be reduced by the portion of his vested interest that is held by the Plan as security for any loan outstanding to the Participant, provided that the reduction is used to repay the loan. If distribution is made because of the Participant's death prior to the commencement of distribution of his Account and the Participant's vested interest in his Account is payable to more than one individual as Beneficiary, then the balance of the Participant's vested interest in his Account shall be adjusted by reducing the vested account balance by the amount of the security used to repay the loan, as provided in the preceding sentence, prior to determining the amount of the benefit payable to each such individual.

12.4 Legal Requirements Applicable to Plan Loans

Notwithstanding any other provision of the Plan to the contrary, the following terms and conditions shall apply to any loan made to a Participant under this Article:

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(a) The amount of any loan to a Participant (when added to the outstanding balance of all other loans to the Participant from the Plan or any other plan maintained by an Employer or a Related Company) shall not exceed the lesser of:

(i) $50,000, reduced by the excess, if any, of the highest outstanding balance of any other loan to the Participant from the Plan or any other plan maintained by an Employer or a Related Company during the preceding 12-month period over the outstanding balance of such loans on the date a loan is made hereunder; or

(ii) 50 percent of the vested portions of the Participant's Account and his vested interest under all other plans maintained by an Employer or a Related Company.

(b) The term of any loan to a Participant shall be no greater than 5 years, except in the case of a loan used to acquire any dwelling unit which within a reasonable period of time is to be used (determined at the time the loan is made) as a principal residence (as defined under Code Section 121) of the Participant.

(c) Substantially level amortization shall be required over the term of the loan with payments made not less frequently than quarterly. Notwithstanding the foregoing, if so provided in the written guidelines applicable to Plan loans, the amortization schedule may be waived and payments suspended while a Participant is on a leave of absence from employment with an Employer or any Related Company (for periods in which the Participant does not perform military service as described in paragraph (d) below), provided that all of the following requirements are met:

(i) Such leave is either without pay or at a reduced rate of pay that, after withholding for employment and income taxes, is less than the amount required to be paid under the amortization schedule;

(ii) Payments resume after the earlier of (a) the date such leave of absence ends or (b) the one-year anniversary of the date such leave began;

(iii) The period during which payments are suspended does not exceed one year;

(iv) Payments resume in an amount not less than the amount required under the original amortization schedule; and

(v) The waiver of the amortization schedule does not extend the period of the loan beyond the maximum period permitted under this Article.

(d) If a Participant is absent from employment with any Employer or any Related Company for a period during which he performs services in the uniformed services (as defined in chapter 45 of title 38 of the United States Code), whether or not such services constitute qualified military service, the suspension of payments shall not be taken into account for purposes of applying either paragraph (b) or paragraph (c) of this Section provided that all of the following requirements are met:

(i) Payments resume upon completion of such military service;

(ii) Payments resume in an amount not less than the amount required under the original amortization schedule and continue in such amount until the loan is repaid in full;

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(iii) Upon resumption, payments are made no less frequently than required under the original amortization schedule and continue under such schedule until the loan is repaid in full; and

(iv) The loan is repaid in full, including interest accrued during the period of such military service, no later than the maximum period otherwise permitted under this Article extended by the period of such military service.

(e) The loan shall be evidenced by a legally enforceable agreement that demonstrates compliance with the provisions of this Section.

(f) Subject to the requirements of the Servicemembers Civil Relief Act, the interest rate on any loan to a Participant shall be a reasonable interest rate commensurate with current interest rates charged for loans made under similar circumstances by persons in the business of lending money.

12.5 Administration of Loan Investment Fund

Upon approval of a loan to a Participant, the Administrator shall direct the Trustee to transfer an amount equal to the loan amount from the Investment Funds in which it is invested, as directed by the Administrator, to the loan Investment Fund established in the Participant's name. Any loan approved by the Administrator shall be made to the Participant out of the Participant's loan Investment Fund. All principal and interest paid by the Participant on a loan made under this Article shall be deposited to his Account and shall be allocated upon receipt among the Investment Funds in accordance with the Participant's currently effective investment election. The balance of the Participant's loan Investment Fund shall be decreased by the amount of principal payments and the loan Investment Fund shall be terminated when the loan has been repaid in full.

12.6 Default

If either (i) a Participant fails to make or cause to be made, any payment required under the terms of the loan by the end of the calendar quarter following the calendar quarter in which the payment was due, unless payment is not made because the Participant is on a leave of absence and the amortization schedule is waived as provided in paragraph (c) or (d) of Section 12.4, or (ii) there is an outstanding principal balance existing on a loan after the last scheduled repayment date (extended as provided in Section 12.4(d), if applicable), the Administrator shall direct the Trustee to declare the loan to be in default, and the entire unpaid balance of such loan, together with accrued interest, shall be immediately due and payable. In any such event, if such balance and interest thereon is not then paid, the Trustee shall charge the Account of the borrower with the amount of such balance and interest as of the earliest date a distribution may be made from the Plan to the borrower without adversely affecting the tax qualification of the Plan or of the cash or deferred arrangement.

12.7 Deemed Distribution Under Code Section 72(p)

If a Participant's loan is in default as provided in Section 12.6, the Participant shall be deemed to have received a taxable distribution in the amount of the outstanding loan balance as required under Code Section 72(p), whether or not distribution may actually be made from the Plan without adversely affecting the tax qualification of the Plan.

If a Participant is deemed to have received distribution of an outstanding loan balance hereunder, no further loans may be made to such Participant from his Account.

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12.8 Treatment of Outstanding Balance of Loan Deemed Distributed Under Code Section 72(p)

The balance of any loan that is deemed to have been distributed to a Participant hereunder shall cease to be an outstanding loan for purposes of Code Section 72(p) and a Participant shall not be treated as having received a taxable distribution when his Account is offset by such outstanding loan balance as provided in Section 12.6. Any interest that accrues on a loan after it is deemed to have been distributed shall not be treated as an additional loan to the Participant and shall not be included in the Participant's taxable income as a deemed distribution. Notwithstanding the foregoing, however, unless a Participant repays such loan, with interest, the amount of such loan, with interest thereon calculated as provided in the original loan note, shall continue to be considered an outstanding loan for purposes of determining the maximum permissible amount of any subsequent loan under Section 12.4(a).

If a Participant elects to make payments on a loan after it is deemed to have been distributed hereunder, such payments shall be treated as "employee contributions", as defined in Section 7.1, to the Plan solely for purposes of determining the taxable portion of the Participant's Account and shall not be treated as "employee contributions" for any other Plan purpose, including application of the limitations on contributions applicable under Code Sections 401(m) and 415.

The provisions of this Section regarding treatment of loans that are deemed distributed shall not apply to loans made prior to January 1, 2002, except to the extent provided under the transition rules in Q & A 22(c)(2) of Section 1.72(p)-l of the Treasury Regulations.

12.9 Special Rules Applicable to Loans

Any loan made hereunder shall be subject to the following rules:

(a) Minimum Loan Amount: A Participant may not request a loan for less than $1,000.

(b) Maximum Number of Outstanding Loans: A Participant may not have more than two outstanding loans at any time. A Participant with two outstanding loans may not apply for another loan until all but one of the existing loans is repaid in full and may not refinance an existing loan or obtain a third loan for the purpose of paying off an existing loan. The provisions of this paragraph shall not apply to any loans made prior to the effective date of this amendment and restatement; provided, however, that any such loan shall be taken into account in determining whether a Participant may apply for a new loan hereunder.

(c) Pre-Payment Without Penalty: A Participant may pre-pay all or any part of the outstanding balance of any loan hereunder prior to the date it is due without penalty.

(d) Effect of Termination of Employment: Upon a Participant's termination of employment, the balance of any outstanding loan hereunder shall immediately become due and owing.

(e) No Roll Over of Loans: A Participant may not elect to roll over any loan note held pursuant to the provisions of this Article.

12.10 Prior Loans

Notwithstanding any other provision of this Article to the contrary, any loan made under the provisions of the Plan as in effect prior to this amendment and restatement shall be administered in accordance with the provisions of the note reflecting such loan and shall remain outstanding until repaid in accordance with its terms.

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ARTICLE XIII

WITHDRAWALS WHILE EMPLOYED

13.1 Non-Hardship Withdrawals of Rollover Contributions

A Participant who is employed by an Employer or a Related Company and who has attained age 59 1/2 may elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his Rollover Contributions Sub-Account.

13.2 Non-Hardship Withdrawals of Restricted Contributions

A Participant who is employed by an Employer or a Related Company and who has attained age 59 1/2 may elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his vested interest in any of the following Sub-Accounts:

• his 401(k) Contributions Sub-Account.

13.3 Non-Hardship Withdrawals of Nonelective Contributions

A Participant who is employed by an Employer or a Related Company may elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal of amounts held in his Nonelective Contributions Sub-Account if any of the following requirements are met:

(a) He has attained age 59 1/2.

13.4 Non-Hardship Withdrawals of Matching Contributions

A Participant who is employed by an Employer or a Related Company may elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal of amounts held in his Matching Contributions Sub-Account if any of the following requirements are met:

(a)He has attained age 59 1/2.

13.5 He has attained age 59 1/2.Overall Limitations on Non-Hardship Withdrawals

Non-hardship withdrawals made pursuant to this Article shall be subject to the following conditions and limitations:

(a) A Participant must apply for a non-hardship withdrawal such number of days prior to the date as of which it is to be effective as the Administrator may prescribe.

(b) Non-hardship withdrawals may be made effective as soon as administratively practicable after the Administrator's approval of the Participant's withdrawal application.

13.6 Hardship Withdrawals

A Participant who is employed by an Employer or a Related Company and who is determined by the Administrator to have incurred a hardship in accordance with the provisions of this Article may elect,

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subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his vested interest in any of the following Sub-Accounts:

• his 401(k) Contributions Sub-Account, excluding any income credited to such Sub-Account.

• his Rollover Contributions Sub-Account.

• his Nonelective Contributions Sub-Account.

• his Matching Contributions Sub-Account.

13.7 Hardship Determination

The Administrator shall grant a hardship withdrawal only if it determines that the withdrawal is necessary to meet an immediate and heavy financial need of the Participant. An immediate and heavy financial need of the Participant means a financial need on account of:

(a) expenses previously incurred by or necessary to obtain for the Participant, the Participant's Spouse, or any dependent of the Participant (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2), and (d)(1)(B) thereof) medical care deductible under Code Section 213(d), determined without regard to whether the expenses exceed any applicable income limit;

(b) costs directly related to the purchase (excluding mortgage payments) of a principal residence for the Participant;

(c) payment of tuition, related educational fees, and room and board expenses for the next 12 months of post secondary education for the Participant, or the Participant's Spouse, child or other dependent (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof);

(d) payments necessary to prevent the eviction of the Participant from his principal residence or foreclosure on the mortgage on the Participant's principal residence;

(e) payment of funeral or burial expenses for the Participant's deceased parent, Spouse, child or dependent (as defined in Code Section 152, without regard to subsections (b)(1), (b)(2) and (d)(1)(B) thereof); and

(f) expenses for the repair of damage to the Participant's principal residence that would qualify for a casualty loss deduction under Code Section 165 (determined without regard to whether the loss exceeds any applicable income limit).

13.8 Satisfaction of Necessity Requirement for Hardship Withdrawals

A withdrawal shall be deemed to be necessary to satisfy an immediate and heavy financial need of a Participant only if the Participant satisfies all of the following requirements:

(a) The withdrawal is not in excess of the amount of the immediate and heavy financial need of the Participant.

(b) The Participant has obtained all distributions, other than hardship distributions, and all non-taxable loans currently available under all plans maintained by an Employer or any Related Company.

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(c) The Participant's 401(k) Contributions and the Participant's "elective contributions" and "employee contributions", as defined in Section 7.1, under all other qualified and non qualified deferred compensation plans maintained by an Employer or any Related Company shall be suspended for at least 6 months after his receipt of the withdrawal.

A Participant shall not fail to be treated as an Eligible Employee for purposes of applying the limitations contained in Article VII of the Plan merely because his 401(k) Contributions are suspended in accordance with this Section.

13.9 Conditions and Limitations on Hardship Withdrawals

Hardship withdrawals made pursuant to this Article shall be subject to the following conditions and limitations:

(a) A Participant must apply for a hardship withdrawal such number of days prior to the date as of which it is to be effective as the Administrator may prescribe.

(b) Hardship withdrawals may be made effective as soon as administratively practicable after the Administrator's approval of the Participant's withdrawal application.

(c) The amount of a hardship withdrawal may include any amounts necessary to pay any Federal, state, or local income taxes or penalties reasonably anticipated to result from the distribution.

13.10 Order of Withdrawal from a Participant's Sub-Accounts

Distribution of a withdrawal amount shall be made from a Participant's Sub-Accounts, to the extent necessary, in the order prescribed by the Administrator, which order shall be uniform with respect to all Participants and non-discriminatory. If the Sub-Account from which a Participant is receiving a withdrawal is invesinvested in more than one Investment Fund, the withdrawal shall be charged against the Investment Funds as directed by the Administrator.

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ARTICLE XIV

TERMINATION OF EMPLOYMENT AND SETTLEMENT DATE

14.1 Termination of Employment and Settlement Date

A Participant's Settlement Date shall occur on the date he terminates employment with the Employers and all Related Companies because of death, disability, retirement, or other termination of employment. Written notice of a Participant's Settlement Date shall be given by the Administrator to the Trustee.

14.2 Disposition of Non-Vested Amounts

That portion of a Participant's Employer Contributions Sub-Account that is not vested upon the occurrence of his Settlement Date shall be disposed of as follows:

(a) If the Participant has no vested interest in his Account upon the occurrence of his Settlement Date or his vested interest in his Account as of the date of distribution does not exceed $5,000, resulting in the distribution or deemed distribution to the Participant of his entire vested interest in his Account, the non-vested balance in the Participant's Employer Contributions Sub-Account shall be forfeited and his Account closed as of (i) the Participant's Settlement Date, if the Participant has no vested interest in his Account and is therefore deemed to have received distribution on that date, or (ii) the date actual distribution is made to the Participant.

(b) If the Participant's vested interest in his Account exceeds $5,000 and the Participant is eligible for and consents in writing to a single sum payment of his vested interest in his Account, the non-vested balance in the Participant's Employer Contributions Sub-Account shall be forfeited and his Account closed as of the date the single sum payment occurs, provided that such distribution is made because of the Participant's Settlement Date. A distribution is deemed to be made because of a Participant's Settlement Date if it occurs prior to the end of the second Plan Year beginning on or after the Participant's Settlement Date.

(c) If neither paragraph (a) nor paragraph (b) is applicable, the non-vested balance remaining in the Participant's Employer Contributions Sub-Account shall continue to be held in such Sub-Account and shall not be forfeited until the date the Participant incurs 5-consecutive Breaks in Service.

14.3 Treatment of Forfeited Amounts

Whenever the non-vested balance of a Participant's Employer Contributions Sub-Account is forfeited during a Plan Year in accordance with the provisions of the preceding Section, the amount of such forfeiture shall be applied first against Plan expenses and then against the Employer Contribution obligations for any subsequent Contribution Period of the Employer for which the Participant last performed services as an Employee. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Contribution Period with respect to any Employer exceed the amount of such Employer's Employer Contribution obligations for the Contribution Period, the excess amount of such forfeitures shall be held unallocated in a suspense account established with respect to the Employer and shall be applied against Plan expenses and the Employer's Employer Contribution obligations for the following Contribution Period.

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14.4 Recrediting of Forfeited Amounts

A former Participant who forfeited the non-vested portion of his Employer Contributions Sub-Account in accordance with the provisions of paragraph (a) or (b) of Section 14.2 and who is reemployed by an Employer or a Related Company shall have such forfeited amounts recredited to a new Account in his name, without adjustment for interim gains or losses experienced by the Trust, if:

(a) he returns to employment with an Employer or a Related Company before he incurs 5-consecutive Breaks in Service commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Account;

(b) he resumes employment covered under the Plan before the earlier of (i) the end of the 5-year period beginning on the date he is reemployed or (ii) the date he incurs 5-consecutive Breaks in Service commencing after the date he received, or is deemed to have received, distribution of his vested interest in his Account; and

(c) if he received actual distribution of his vested interest in his Account, he repays to the Plan the full amount of such distribution that is attributable to Employer Contributions before the earlier of (i) the end of the 5-year period beginning on the date he is reemployed or (ii) the date he incurs 5-consecutive Breaks in Service commencing after the date he received distribution of his vested interest in his Account.

Funds needed in any Plan Year to recredit the Account of a Participant with the amounts of prior forfeitures in accordance with the preceding sentence shall come first from forfeitures that arise during such Plan Year, and then from Trust income earned in such Plan Year, to the extent that it has not yet been allocated among Participants' Accounts as provided in Article XI, with each Trust Fund being charged with the amount of such income proportionately, unless his Employer chooses to make an additional Employer Contribution, and shall finally be provided by his Employer by way of a separate Employer Contribution.

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ARTICLE XV

DISTRIBUTIONS

15.1 Distributions to Participants

Subject to the provisions of Section 15.3, a Participant whose Settlement Date occurs shall receive distribution of his vested interest in his Account in the form provided under Article XVI beginning as soon as reasonably practicable following his Settlement Date or the date his application for distribution is filed with the Administrator, if later.

15.2 Distributions to Beneficiaries

Subject to the provisions of Section 15.3, if a Participant dies prior to his Benefit Payment Date, his Beneficiary shall receive distribution of the Participant's vested interest in his Account in the form provided under Article XVI beginning as soon as reasonably practicable following the date the Beneficiary's application for distribution is filed with the Administrator. If distribution is to be made to a Participant's Spouse, it shall be made available within a reasonable period of time after the Participant's death that is no less favorable than the period of time applicable to other distributions.

If a Participant dies after the date distribution of his vested interest in his Account begins under this Article, but before his entire vested interest in his Account is distributed, his Beneficiary shall receive distribution of the remainder of the Participant's vested interest in his Account beginning as soon as reasonably practicable following the Participant's date of death.

15.3 Code Section 401(a)(9) Requirements

The provisions of this Section take precedence over any inconsistent provision of the Plan; provided, however, that the provisions of this Section are not intended to create additional forms of payment that are not otherwise provided under Article XVI.

To the extent required under Code Section 401(a)(9), all distributions made from the Plan shall be determined and made in accordance with the provisions of Code Section 401(a)(9) and the Treasury Regulations issued thereunder, as set forth in this Section.

(a) A Participant's vested interest in his Account shall be distributed to the Participant no later than the Participant's Required Beginning Date.

(b) If a Participant dies on or after his Required Beginning Date, but before his vested interest in his Account has been distributed in full, the remainder of the Participant's vested Account balance shall be distributed to the Participant's Beneficiary in a single sum payment as soon as reasonably practicable following the Participant's death.

(c) If a Participant dies before his Required Beginning Date and before his vested interest in his Account has been distributed in full, the Participant's vested Account balance shall be distributed to the Participant's Beneficiary in a single sum payment no later than the 5th anniversary of the Participant's death; provided, however, that if the Participant's Spouse is his sole "designated beneficiary" with respect to all or any portion of the Participant's vested Account, the Spouse may elect to postpone payment until December 31 of the calendar year in which the Participant would

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have attained age 70 1/2, if later. The Spouse's election to defer payment must be made no later than September 30 of the calendar year that contains the 5th anniversary of the Participant's death.

If the Participant's Spouse is a sole "designated beneficiary" with respect to all or any portion of the Participant's interest and the Spouse dies after the Participant but before distribution to the Spouse is made, the rules described above shall be applied with respect to the interest for which the Spouse was the sole "designated beneficiary," substituting the date of the Spouse's death for the date of the Participant's death. A Participant's Spouse qualifies as the Participant's sole "designated beneficiary" if she is entitled to the Participant's entire vested interest in his Account or his entire vested interest in a segregated portion of the Participant's Account and no other "designated beneficiary" is entitled to any portion of that interest unless the Spouse dies prior to receiving full distribution of that interest.

(d) For purposes of this Section the following terms have the following meanings:

(i) A Participant's "designated beneficiary" means the individual who is the Participant's Beneficiary under Article XVII of the Plan and is the designated beneficiary under Code Section 401(a)(9) and Treasury Regulations Section 1.401(a)(9)-4.

15.4 Cash Outs and Participant Consent

Notwithstanding any other provision of the Plan to the contrary, if a Participant's vested interest in his Account does not exceed $5,000, distribution of such vested interest shall be made to the Participant in a single sum payment or through a direct rollover, as described in Article XVI, as soon as reasonably practicable following his Settlement Date.

If a Participant has no vested interest in his Account on his Settlement Date, he shall be deemed to have received distribution of such vested interest on his Settlement Date.

If a Participant's vested interest in his Account exceeds $5,000, distribution shall not commence to such Participant prior to his Normal Retirement Date or the date he attains age 62, if later, without the Participant's written consent.

15.5 Automatic Rollover of Mandatory Distributions

If distribution of a Participant's vested interest is to be made to a Participant as provided in the preceding Section before the later of the Participant's Normal Retirement Date or the date the Participant attains age 62, and the amount of such vested interest exceeds $1,000, distribution of such vested interest shall be made through a direct rollover to an individual retirement plan selected by the Administrator, unless the Participant affirmatively elects distribution in a single sum payment or through a direct rollover to an "eligible retirement plan" (as defined in Code Section 402(c)(8)(B), modified as provided in Code Section 401(a)(31)(E)) specified by the Participant. Any distribution made to a Participant's surviving Spouse or other Beneficiary or to an alternate payee under a qualified domestic relations order shall not be subject to the automatic rollover provisions described in the preceding sentence.

15.6 Required Commencement of Distribution

Unless the Participant elects a later date, distribution of his vested interest in his Account shall commence to the Participant no later than 60 days after the close of the Plan Year in which occurs the latest of (i) the Participant's Normal Retirement Date, (ii) the Participant's attainment of age 65, (iii) the tenth anniversary of the year in which the Participant commenced participation, or (iv) the Participant's Settlement Date. A

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Participant who does not make application for his benefit to commence shall be deemed to have elected to postpone distribution hereunder.

15.7 Reemployment of a Participant

If a Participant whose Settlement Date has occurred is reemployed by an Employer or a Related Company, he shall lose his right to any distribution or further distributions from the Trust arising from his prior Settlement Date and his interest in the Trust shall thereafter be treated in the same manner as that of any other Participant whose Settlement Date has not occurred.

15.8 Restrictions on Alienation

Except as provided in Code Section 401(a)(13) (relating to qualified domestic relations orders), Code Section 401(a)(13)(C) and (D) (relating to offsets ordered or required under a criminal conviction involving the Plan, a civil judgment in connection with a violation or alleged violation of fiduciary responsibilities under ERISA, or a settlement agreement between the Participant and the Department of Labor in connection with a violation or alleged violation of fiduciary responsibilities under ERISA), Treasury Regulations Section 1.401(a)-13(b)(2) (relating to Federal tax levies and judgments), or as otherwise required by law, no benefit under the Plan at any time shall be subject in any manner to anticipation, alienation, assignment (either at law or in equity), encumbrance, garnishment, levy, execution, or other legal or equitable process; and no person shall have power in any manner to anticipate, transfer, assign (either at law or in equity), alienate or subject to attachment, garnishment, levy, execution, or other legal or equitable process, or in any way encumber his benefits under the Plan, or any part thereof, and any attempt to do so shall be void.

15.9 Facility of Payment

If the Administrator finds that any individual to whom an amount is payable hereunder is incapable of attending to his financial affairs because of any mental or physical condition, including the infirmities of advanced age, such amount may, in the discretion of the Administrator, be paid to such individual's court appointed guardian or to another person with a valid power of attorney. The Trustee shall make such payment only upon receipt of written instructions to such effect from the Administrator. Any such payment shall be charged to the Account from which the payment would otherwise have been paid to the individual found incapable of attending to his financial affairs and shall be a complete discharge of any liability therefor under the Plan.

If distribution is to be made to a minor Beneficiary, the Administrator may, in its discretion, pay the amount to a duly qualified guardian or other legal representative, to an adult relative under the applicable state Uniform Gifts to Minors Act, as custodian, or to a trust that has been established for the benefit of the minor. Any such payment shall be charged to the Account from which the payment would otherwise have been paid to the minor and shall be a complete discharge of any liability therefor under the Plan.

15.10 Inability to Locate Payee and Non-Negotiated Checks

If any benefit becomes payable to any person, or to the executor or administrator of any deceased person, and if that person or his executor or administrator does not present himself to the Administrator within a reasonable period after the Administrator mails written notice of his eligibility to receive a distribution hereunder to his last known address and makes such other diligent effort to locate the person as the Administrator determines, such as (1) providing a distribution notice to the lost Participant at his/her last known address by certified mail, (2) use of the Internal Revenue Service letter forwarding program under

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IRS Revenue Procedure 94-22, (3) use of a commercial locater service, the internet or other general search method, or (4) use of the Social Security Administration search program, that benefit will be forfeited. However, if the payee later files a claim for that benefit, the benefit will be restored.

If a distribution check has been issued and is outstanding for more than 180 days and the Administrator has been unable to locate the payee after diligent efforts have been made to do so, then except as specifically directed by the Administrator, the amount of the check shall be re-deposited to the Plan and forfeited. However, if the payee is subsequently located, the check amount will be restored to an Account established on the payee's behalf, without adjustment for investment gains or losses since the date of issuance.

Any amount forfeited under this Section shall be applied first against Plan expenses and then against the Employer Contribution obligations for any subsequent Contribution Period of the Employer for which the Participant last performed services as an Employee. Notwithstanding the foregoing, however, should the amount of all such forfeitures for any Contribution Period with respect to any Employer exceed the amount of such Employer's Employer Contribution obligations for the Contribution Period, the excess amount of such forfeitures shall be held unallocated in a suspense account established with respect to the Employer and shall be applied against Plan expenses and the Employer's Employer Contribution obligations for the following Contribution Period.

15.11 Distribution Pursuant to Qualified Domestic Relations Orders

Notwithstanding any other provision of the Plan to the contrary, if a qualified domestic relations order so provides, distribution may be made to an alternate payee pursuant to a qualified domestic relations order, as defined in Code Section 414(p), regardless of whether the Participant's Settlement Date has occurred or whether the Participant is otherwise entitled to receive a distribution under the Plan.

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ARTICLE XVI

FORM OF PAYMENT

16.1 Form of Payment

Distribution shall be made to a Participant, or his Beneficiary, if the Participant has died, in a single sum payment.

16.2 Direct Rollover

Notwithstanding any other provision of the Plan to the contrary, in lieu of receiving distribution in the form of payment provided under this Article, a "qualified distributee" may elect in writing, in accordance with rules prescribed by the Administrator, to have a portion or all of any "eligible rollover distribution" paid directly by the Plan to the "eligible retirement plan" designated by the "qualified distributee". Any such payment by the Plan to another "eligible retirement plan" shall be a direct rollover.

For purposes of this Section, the following terms have the following meanings:

(a) An "eligible retirement plan" means any of the following: (i) an individual retirement account described in Code Section 408(a), (ii) an individual retirement annuity described in Code Section 408(b), (iii) an annuity plan described in Code Section 403(a) that accepts rollovers, (iv) a qualified trust described in Code Section 401(a) that accepts rollovers, (v) an annuity contract described in Code Section 403(b), and (vi) an eligible plan under Code Section 457(b) that is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for amounts transferred into such plan from the Plan.

(b) An "eligible rollover distribution" means any distribution of all or any portion of the balance of a Participant's Account; provided, however, that an eligible rollover distribution does not include the following:

(i) any distribution to the extent such distribution is required under Code Section 401(a)(9).

(ii) any hardship withdrawal made in accordance with the provisions of Article XIII.

(c) A "qualified distributee" means a Participant, his surviving Spouse, or his Spouse or former Spouse who is an alternate payee under a qualified domestic relations order, as defined in Code Section 414(p).

16.3 Notice Regarding Form of Payment

Within the 60-day period ending 30 days before a Participant's Benefit Payment Date, the Administrator shall provide the Participant with a written explanation of his right to defer distribution until his Normal Retirement Date, or such later date as may be provided in the Plan, his right to make a direct rollover, and the form of payment provided under the Plan. Distribution of the Participant's Account may commence fewer than 30 days after such notice is provided to the Participant if (i) the Administrator clearly informs the Participant of his right to consider his election of whether or not to make a direct rollover or to receive

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a distribution prior to his Normal Retirement Date for a period of at least 30 days following his receipt of the notice and (ii) the Participant, after receiving the notice, affirmatively elects an early distribution.

16.4 Distribution in the Form of Employer Stock

Notwithstanding any other provision of the Plan to the contrary, to the extent that his Account is invested in Employer stock on the date distribution is to be made to a Participant, the Participant may elect to receive distribution of such Account in the form of Employer stock.

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ARTICLE XVII

BENEFICIARIES

17.1 Designation of Beneficiary

The Beneficiary of a Participant who does not have a Spouse shall be the person or persons designated by such Participant in accordance with rules prescribed by the Administrator. The Beneficiary of a Participant who has a Spouse shall be his Spouse, unless the Participant designates a person or persons other than his Spouse as Beneficiary with the written consent of his Spouse. For purposes of this Section, a Participant shall be treated as not having a Spouse and such Spouse's consent shall not be required if the Participant does not have a Spouse on his Benefit Payment Date.

If no Beneficiary has been designated pursuant to the provisions of this Section, or if no Beneficiary survives the Participant and he has no surviving Spouse, then the Beneficiary under the Plan shall be the deceased Participant's surviving children in equal shares or, if there are no surviving children, the Participant's estate. If a Beneficiary dies after becoming entitled to receive a distribution under the Plan but before distribution is made to him in full, and if the Participant has not designated another Beneficiary to receive the balance of the distribution in that event, the estate of the deceased Beneficiary shall be the Beneficiary as to the balance of the distribution.

17.2 Spousal Consent Requirements

Any written consent given by a Participant's Spouse pursuant to this Article must acknowledge the effect of the action taken and must be witnessed by a Plan representative or a notary public. In addition, the Spouse's written consent must either (i) specify any non-Spouse Beneficiary designated by the Participant and that such Beneficiary may not be changed without the Spouse's written consent or (ii) acknowledge that the Spouse has the right to limit consent to a specific Beneficiary, but permit the Participant to change the designated Beneficiary without the Spouse's further consent. A Participant's Spouse will be deemed to have given written consent to the Participant's designation of Beneficiary if the Participant establishes to the satisfaction of a Plan representative that such consent cannot be obtained because the Spouse cannot be located or because of other circumstances set forth in Section 401(a)(11) of the Code and regulations issued thereunder. Any written consent given or deemed to have been given by a Participant's Spouse hereunder shall be valid only with respect to the Spouse who signs the consent.

17.3 Revocation of Beneficiary Designation Upon Divorce

Notwithstanding any other provision of this Article XVII to the contrary, if a Participant designates his or her Spouse as Beneficiary under the Plan, such designation shall automatically become null and void as of the date of any final divorce or similar decree or order unless either (i) the Participant re-designates such former Spouse as his or her Beneficiary after the date of the final decree or order or (ii) such former Spouse is designated as the Participant's Beneficiary under a qualified domestic relations order; provided, however, that such former Spouse shall be the Participant's Beneficiary under this clause (ii) only to the extent required in accordance with the qualified domestic relations order.

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ARTICLE XVIII

ADMINISTRATION

18.1 Authority of the Sponsor

The Sponsor, which shall be the administrator for purposes of ERISA and the plan administrator for purposes of the Code, shall be responsible for the administration of the Plan and, in addition to the powers and authorities expressly conferred upon it in the Plan, shall have all such powers and authorities as may be necessary to carry out the provisions of the Plan, including the power and authority to interpret and construe the provisions of the Plan, to make benefit determinations, and to resolve any disputes which arise under the Plan. The Sponsor may employ such attorneys, agents, and accountants as it may deem necessary or advisable to assist in carrying out its duties hereunder. The Sponsor shall be a "named fiduciary" as that term is defined in ERISA Section 402(a)(2). The Sponsor, by action of its board of directors, may:

(a) allocate any of the powers, authority, or responsibilities for the operation and administration of the Plan (other than trustee responsibilities as defined in ERISA Section 405(c)(3)) among named fiduciaries; and

(b) designate a person or persons other than a named fiduciary to carry out any of such powers, authority, or responsibilities;

except that no allocation by the Sponsor of, or designation by the Sponsor with respect to, any of such powers, authority, or responsibilities to another named fiduciary or a person other than a named fiduciary shall become effective unless such allocation or designation shall first be accepted by such named fiduciary or other person in a writing signed by it and delivered to the Sponsor.

The Sponsor shall also have the authority and discretion to engage an Administrative Delegate who shall perform, without discretionary authority or control, administrative functions within the framework of policies, interpretations, rules, practices, and procedures made by the Sponsor or other "named fiduciary". Any action made or taken by the Administrative Delegate may be appealed by an affected Participant to the Sponsor in accordance with the claims review procedure as provided in Section 18.4. Any decisions which call for interpretations of plan provisions not previously made by the Sponsor shall be made only by the Sponsor. The Administrative Delegate shall not be considered a fiduciary with respect to the services it provides.

18.2 Discretionary Authority

In carrying out its duties under the Plan, including making benefit determinations, interpreting or construing the provisions of the Plan, making factual determinations, and resolving disputes, the Sponsor (or any individual to whom authority has been delegated in accordance with Section 18.1, other than the Administrative Delegate) shall have absolute discretionary authority. The decision of the Sponsor (or any individual to whom authority has been delegated in accordance with Section 18.1, other than the Administrative Delegate) shall be final and binding on all persons and entitled to the maximum deference allowed by law.

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18.3 Action of the Sponsor

Any act authorized, permitted, or required to be taken under the Plan by the Sponsor and which has not been delegated in accordance with Section 18.1, may be taken by a majority of the members of the board of directors of the Sponsor, either by vote at a meeting, or in writing without a meeting, or by the employee or employees of the Sponsor designated by the board of directors to carry out such acts on behalf of the Sponsor. All notices, advice, directions, certifications, approvals, and instructions required or authorized to be given by the Sponsor under the Plan shall be in writing and signed by either (i) a majority of the members of the Sponsor's board of directors or by such member or members as may be designated by an instrument in writing, signed by all the members thereof, as having authority to execute such documents on its behalf, or (ii) the employee or employees authorized to act for the Sponsor in accordance with the provisions of this Section.

18.4 Claims Review Procedure

Except to the extent that the provisions of any collective bargaining agreement provide another method of resolving claims for benefits under the Plan, the provisions of this Section shall control whenever a claim for benefits under the Plan filed by any person (referred to in this Section as the "Claimant") is denied. The provisions of this Section shall also control whenever a Claimant seeks a remedy under any provision of ERISA or other applicable law in connection with any error regarding his Account (including a failure or error in implementing investment directions) and such claim is denied.

Whenever a claim under the Plan is denied, whether in whole or in part, the Sponsor shall transmit a written notice of such decision to the Claimant within 90 days of the date the claim was filed or, if special circumstances require an extension, within 180 days of such date, which notice shall be written in a manner calculated to be understood by the Claimant and shall contain a statement of (i) the specific reasons for the denial of the claim, (ii) specific reference to pertinent Plan provisions on which the denial is based, (iii) a description of any additional material or information necessary for the Claimant to perfect the claim and an explanation of why such information is necessary, (iv) that the Claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, (v) records and other information relevant to the Claimant's claim, a description of the review procedures and in the event of an adverse review decision, a statement describing any voluntary review procedures and the Claimant's right to obtain copies of such procedures, and (vi) a statement that there is no further administrative review following the initial review, and that the Claimant has a right to bring a civil action under ERISA Section 502(a) if the Sponsor's decision on review is adverse to the Claimant. The notice shall also include a statement advising the Claimant that, within 60 days of the date on which he receives such notice, he may obtain review of such decision in accordance with the procedures hereinafter set forth. Within such 60-day period, the Claimant or his authorized representative may request that the claim denial be reviewed by filing with the Sponsor a written request therefor, which request shall contain the following information:

(a) the date on which the Claimant's request was filed with the Sponsor; provided, however, that the date on which the Claimant's request for review was in fact filed with the Sponsor shall control in the event that the date of the actual filing is later than the date stated by the Claimant pursuant to this paragraph;

(b) the specific portions of the denial of his claim which the Claimant requests the Sponsor to review;

(c) a statement by the Claimant setting forth the basis upon which he believes the Sponsor should reverse the previous denial of his claim for benefits and accept his claim as made; and

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(d) any written material (offered as exhibits) which the Claimant desires the Sponsor to examine in its consideration of his position as stated pursuant to paragraph (c) of this Section.

Within 60 days of the date determined pursuant to paragraph (a) of this Section or, if special circumstances require an extension, within 120 days of such date, the Sponsor shall conduct a full and fair review of the decision denying the Claimant's claim for benefits and shall render its written decision on review to the Claimant. The Sponsor's decision on review shall be written in a manner calculated to be understood by the Claimant and shall specify the reasons and Plan provisions upon which the Sponsor's decision was based.

Notwithstanding the foregoing, special procedures apply for processing claims and reviewing prior claim determinations if a Claimant's claim for benefits is contingent upon a determination as to whether a Participant is Disabled under the Plan.

18.5 Special Rules Applicable to Claims Related to Investment Errors

Any person alleging that there has been a failure or error in implementing investment directions with respect to a Participant's Account must file a claim with the Administrator on or before the earlier of (a) 60 days from the mailing of a trade confirmation, account statement, or any other document, from which the error can be discovered, or (b) one year from the date of the transaction related to the error. Any claim filed outside of such period shall be limited to the benefit that would have been determined if the claim were timely filed, and therefore any adjustments shall be calculated for such period only.

18.6 Exhaustion of Remedies

No civil action for benefits under the Plan shall be brought unless and until the aggrieved person has (a) submitted a timely claim for benefits in accordance with this Article, (b) been notified by the Administrator that the claim has been denied, (c) filed a written request for a review of the claim in accordance with the preceding Section, (d) been notified in writing of an adverse benefit determination on review, and (e) filed the civil action within 1 year of the date he receives a final adverse determination of his claim on review.

18.7 Qualified Domestic Relations Orders

The Sponsor shall establish reasonable procedures to determine the status of domestic relations orders and to administer distributions under domestic relations orders which are deemed to be qualified orders. Such procedures shall be in writing and shall comply with the provisions of Code Section 414(p) and regulations issued thereunder.

18.8 Indemnification

In addition to whatever rights of indemnification the members of the Sponsor's board of directors or any employee or employees of the Sponsor to whom any power, authority, or responsibility is delegated pursuant to Section 18.3, may be entitled under the articles of incorporation or regulations of the Sponsor, under any provision of law, or under any other agreement, the Sponsor shall satisfy any liability actually and reasonably incurred by any such person or persons, including expenses, attorneys' fees, judgments, fines, and amounts paid in settlement (other than amounts paid in settlement not approved by the Sponsor), in connection with any threatened, pending or completed action, suit, or proceeding which is related to the exercising or failure to exercise by such person or persons of any of the powers, authority, responsibilities, or discretion as provided under the Plan, or reasonably believed by such person or persons to be provided hereunder, and any action taken by such person or persons in connection therewith,

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unless the same is judicially determined to be the result of such person or persons' gross negligence or willful misconduct.

18.9 Prudent Man Standard of Care

The Trustee, the Sponsor and any other fiduciary under the Plan shall discharge his duties under the Plan solely in the interests of Participants and Beneficiaries and, in accordance with the requirements of ERISA Section 404(a)(1)(B), with the care, skill, prudence, and diligence under the prevailing circumstances that a prudent man acting in a like capacity and familiar with such matters would use in conducting an enterprise of like character with like aims.

18.10 Actions Binding

Subject to the provisions of Section 18.4, any action taken by the Sponsor which is authorized, permitted, or required under the Plan shall be final and binding upon the Employers, the Trustee, all persons who have or who claim an interest under the Plan, and all third parties dealing with the Employers or the Trustee.

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ARTICLE XIX

AMENDMENT AND TERMINATION

19.1 Amendment by Plan Sponsor

Subject to the provisions of Section 19.3, the Sponsor may at any time and from time to time, by action of its board of directors, or such officers of the Sponsor as are authorized by its board of directors, amend the Plan, either prospectively or retroactively. Any such amendment shall be by written instrument executed by the Sponsor.

19.2 Amendment by Volume Submitter Practitioner

In the event that there is a change in the law applicable to the Plan, as reflected in the Code, regulations issued thereunder, revenue rulings, or other statements published by the Internal Revenue Service, the "volume submitter practitioner" may amend the Plan to comply with such changes on behalf of the Sponsors who have adopted its "specimen plan" prior to the date that its "specimen plan" is amended to comply with such change. In addition, the "volume submitter practitioner" may amend the Plan to correct its prior approved "specimen plan." No amendment by the "volume submitter practitioner" shall be effective prior to February 17, 2005.

The "volume submitter practitioner" shall maintain, or have maintained on its behalf, a record of the Sponsors adopting its "specimen plan." The "volume submitter practitioner" shall make reasonable and diligent efforts to ensure that a copy of any amendment adopted hereunder is provided to each Sponsor at the Sponsor's last known address, as shown in the record maintained in accordance with the preceding sentence. Where necessary, the "volume submitter practitioner" shall make reasonable and diligent efforts to ensure that each Sponsor adopts new documents when necessary.

An amendment made by the "volume submitter practitioner" in accordance with the provisions of this Section may be made effective on a date prior to the first day of the Plan Year in which it is adopted if, in published guidance, the Internal Revenue Service either permits or requires such an amendment to be made to enable the Plan and Trust to satisfy the applicable requirements of the Code and all requirements for the retroactive amendment are satisfied.

The "volume submitter practitioner" may not amend a Plan on behalf of its Sponsor if either (a) the Plan modifies the "specimen plan" to incorporate a type of plan that is not permitted under the volume submitter program, as described in applicable Revenue Procedures or other statements of the Internal Revenue Service, or (b) the Internal Revenue Service has advised the Sponsor that the Plan modifies the "specimen plan" in such a manner or to such an extent that the Plan must be treated as an individually-designed plan and will not receive the extended 6-year remedial amendment cycle applicable to volume submitter plans.

For purposes of this Section, the following terms have the following meanings:

(a) The "specimen plan" means the plan with respect to which the Internal Revenue Service has issued an advisory letter to the "volume submitter practitioner."

(b) The "volume submitter practitioner" means Thompson Hine, LLP d/b/a Plan Document Systems.

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19.3 Limitation on Amendment

Except as otherwise required by law, no amendment shall be made to the Plan that decreases the accrued benefit of any Participant or Beneficiary, except that nothing contained herein shall restrict the right to amend the provisions of the Plan relating to the administration of the Plan and Trust. Moreover, no such amendment shall be made hereunder which shall permit any part of the Trust to revert to an Employer or any Related Company or be used or be diverted to purposes other than the exclusive benefit of Participants and Beneficiaries. The Sponsor shall make no retroactive amendment to the Plan unless such amendment satisfies the requirements of Code Section 401(b) and/or Treasury Regulations Section 1.401(a)(4)-11(g), as applicable.

19.4 Termination

The Sponsor reserves the right, by action of its board of directors, to terminate the Plan as to all Employers at any time (the effective date of such termination being hereinafter referred to as the "termination date"). Upon any such termination of the Plan, the following actions shall be taken for the benefit of Participants and Beneficiaries:

(a) As of the termination date, each Investment Fund shall be valued and all Accounts and Sub-Accounts shall be adjusted in the manner provided in Article XI, with any unallocated contributions or forfeitures being allocated as of the termination date in the manner otherwise provided in the Plan. The termination date shall become a Valuation Date for purposes of Article XI. In determining the net worth of the Trust, there shall be included as a liability such amounts as shall be necessary to pay all expenses in connection with the termination of the Trust and the liquidation and distribution of the property of the Trust, as well as other expenses, whether or not accrued, and shall include as an asset all accrued income.

(b) All Accounts shall then be disposed of to or for the benefit of each Participant or Beneficiary in accordance with the provisions of Article XV as if the termination date were his Settlement Date; provided, however, that notwithstanding the provisions of Article XV, if the Plan does not offer an annuity option and if neither his Employer nor a Related Company establishes or maintains another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7)), the Participant's written consent to the commencement of distribution shall not be required regardless of the value of the vested portions of his Account.

(c) Notwithstanding the provisions of paragraph (b) of this Section, no distribution shall be made to a Participant of any portion of the balance of his 401(k) Contributions Sub-Account on account of Plan termination (other than a distribution made in accordance with Article XIII or required in accordance with Code Section 401(a)(9)) unless (i) neither his Employer nor a Related Company establishes or maintains another defined contribution plan (other than an employee stock ownership plan as defined in Code Section 4975(e)(7), a tax credit employee stock ownership plan as defined in Code Section 409, a simplified employee pension as defined in Code Section 408(k), a SIMPLE IRA plan as defined in Code Section 408(p), a plan or contract that meets the requirements of Code Section 403(b), or a plan that is described in Code Section 457(b) or (f)) either at the time the Plan is terminated or at any time during the period ending 12 months after distribution of all assets from the Plan; provided, however, that this provision shall not apply if fewer than 2% of the Eligible Employees under the Plan were eligible to participate at any time in such other defined contribution plan during the 24 month period beginning 12 months before the Plan termination, and (ii) the distribution the Participant receives is a "lump sum distribution" as

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defined in Code Section 402(e)(4), without regard to clauses (I), (II), (III), and (IV) of sub paragraph (D)(i) thereof.

Notwithstanding anything to the contrary contained in the Plan, upon any such Plan termination, the vested interest of each Participant and Beneficiary in his Employer Contributions Sub-Account shall be 100 percent; and, if there is a partial termination of the Plan, the vested interest of each Participant and Beneficiary who is affected by the partial termination in his Employer Contributions Sub-Account shall be 100 percent. For purposes of the preceding sentence only, the Plan shall be deemed to terminate automatically if there shall be a complete discontinuance of contributions hereunder by all Employers.

19.5 Inability to Locate Payee on Plan Termination

If distribution of a Participant's Account is to be made to the Participant, his Beneficiary, or an alternate payee under a qualified domestic relations order (a "payee") on account of the termination of the Plan, and such payee does not present himself to the Administrator within a reasonable period after the Administrator mails written notice of his eligibility to receive a distribution hereunder to his last known address and makes such other diligent effort to locate the person as the Administrator determines, distribution of such Account shall be made at the direction of the Administrator through a direct rollover to an individual retirement plan established on behalf of the payee with a provider selected by the Administrator, purchase of an annuity contract on behalf of the payee, or transfer to another "eligible retirement plan", as defined in Section 16.2.

19.6 Reorganization

The merger, consolidation, or liquidation of any Employer with or into any other Employer or a Related Company shall not constitute a termination of the Plan as to such Employer.

19.7 Withdrawal of an Employer

An Employer other than the Sponsor may withdraw from the Plan at any time upon notice in writing to the Administrator (the effective date of such withdrawal being hereinafter referred to as the "withdrawal date"), and shall thereupon cease to be an Employer for all purposes of the Plan. An Employer shall be deemed automatically to withdraw from the Plan in the event of its complete discontinuance of contributions, or, subject to Section 19.7 and unless the Sponsor otherwise directs, it ceases to be a Related Company of the Sponsor or any other Employer. Upon the withdrawal of an Employer, the withdrawing Employer shall determine whether a partial termination has occurred with respect to its Employees. In the event that the withdrawing Employer determines a partial termination has occurred, the action specified in Section 19.4 shall be taken as of the withdrawal date, as on a termination of the Plan, but with respect only to Participants who are employed solely by the withdrawing Employer, and who, upon such withdrawal, are neither transferred to nor continued in employment with any other Employer or a Related Company. The interest of any Participant employed by the withdrawing Employer who is transferred to or continues in employment with any other Employer or a Related Company, and the interest of any Participant employed solely by an Employer or a Related Company other than the withdrawing Employer, shall remain unaffected by such withdrawal; no adjustment to his Accounts shall be made by reason of the withdrawal; and he shall continue as a Participant hereunder subject to the remaining provisions of the Plan.

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ARTICLE XX

ADOPTION BY OTHER ENTITIES

20.1 Adoption by Related Companies

A Related Company that is not an Employer may, with the consent of the Sponsor, adopt the Plan and become an Employer hereunder by causing an appropriate written instrument evidencing such adoption to be executed in accordance with the requirements of its organizational authority. Any such instrument shall specify the effective date of the adoption.

20.2 Effective Plan Provisions

An Employer who adopts the Plan shall be bound by the provisions of the Plan in effect at the time of the adoption and as subsequently in effect because of any amendment to the Plan.

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ARTICLE XXI

MISCELLANEOUS PROVISIONS

21.1 No Commitment as to Employment

Nothing contained herein shall be construed as a commitment or agreement upon the part of any person to continue his employment with an Employer or Related Company, or as a commitment on the part of any Employer or Related Company to continue the employment, compensation, or benefits of any person for any period.

21.2 Benefits

Nothing in the Plan nor the Trust Agreement shall be construed to confer any right or claim upon any person, firm, or corporation other than the Employers, the Trustee, Participants, and Beneficiaries.

21.3 No Guarantees

The Employers, the Administrator, and the Trustee do not guarantee the Trust from loss or depreciation, nor do they guarantee the payment of any amount which may become due to any person hereunder.

21.4 Expenses

The expenses of operation and administration of the Plan, including the expenses of the Administrator and fees of the Trustee, shall be paid from the Trust, unless the Sponsor elects to make payment. To the extent paid from the Trust, administrative expenses shall be paid first from any forfeitures. Any remaining expenses shall be allocated among Participants' Accounts.

Notwithstanding the foregoing, the costs incident to the management of the assets of an Investment Fund or to the purchase or sale of securities held in an Investment fund shall be allocable to Accounts invested in such Investment Fund and administrative expenses that are incurred directly with respect to an individual Participant's Account will be allocated to that Account.

21.5 Precedent

Except as otherwise specifically provided, no action taken in accordance with the Plan shall be construed or relied upon as a precedent for similar action under similar circumstances.

21.6 Duty to Furnish Information

The Employers, the Administrator, and the Trustee shall furnish to any of the others any documents, reports, returns, statements, or other information that the other reasonably deems necessary to perform its duties hereunder or otherwise imposed by law.

21.7 Merger, Consolidation, or Transfer of Plan Assets

The Plan shall not be merged or consolidated with any other plan, nor shall any of its assets or liabilities be transferred to another plan, unless, immediately after such merger, consolidation, or transfer of assets or liabilities, each Participant in the Plan would receive a benefit under the Plan which is at least equal to

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the benefit he would have received immediately prior to such merger, consolidation, or transfer of assets or liabilities (assuming in each instance that the Plan had then terminated).

21.8 Condition on Employer Contributions

Notwithstanding anything to the contrary contained in the Plan or the Trust Agreement, any contribution of an Employer hereunder is conditioned upon the continued qualification of the Plan under Code Section 401(a), the exempt status of the Trust under Code Section 501(a), and the deductibility of the contribution under Code Section 404. Except as otherwise provided in this Section and Section 21.9, however, in no event shall any portion of the property of the Trust ever revert to or otherwise inure to the benefit of an Employer or any Related Company.

21.9 Return of Contributions to an Employer

Notwithstanding any other provision of the Plan or the Trust Agreement to the contrary, in the event any contribution of an Employer made hereunder:

(a) is made under a mistake of fact, or

(b) is disallowed as a deduction under Code Section 404,

such contribution, reduced for any losses experienced by the Trust Fund, may be returned to the Employer within one year after the payment of the contribution or the disallowance of the deduction to the extent disallowed, whichever is applicable. In the event the Plan does not initially qualify under Code Section 401(a), any contribution of an Employer made hereunder may be returned to the Employer within one year of the date of denial of the initial qualification of the Plan, but only if an application for determination was made within the period of time prescribed under ERISA Section 403(c)(2)(B).

21.10 Validity of Plan

The validity of the Plan shall be determined and the Plan shall be construed and interpreted in accordance with the laws of the state or commonwealth in which the Sponsor has its principal place of business, except as preempted by applicable Federal law. The invalidity or illegality of any provision of the Plan shall not affect the legality or validity of any other part thereof.

21.11 Trust Agreement

The Trust Agreement and the Trust maintained thereunder shall be deemed to be a part of the Plan as if fully set forth herein and the provisions of the Trust Agreement are hereby incorporated by reference into the Plan.

21.12 Parties Bound

The Plan shall be binding upon the Employers, all Participants and Beneficiaries hereunder, and, as the case may be, the heirs, executors, administrators, successors, and assigns of each of them.

21.13 Application of Certain Plan Provisions

For purposes of the general administrative provisions and limitations of the Plan, a Participant's Beneficiary or alternate payee under a qualified domestic relations order shall be treated as any other person entitled to receive benefits under the Plan. Upon any termination of the Plan, any such Beneficiary

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or alternate payee under a qualified domestic relations order who has an interest under the Plan at the time of such termination, which does not cease by reason thereof, shall be deemed to be a Participant for all purposes of the Plan. A Participant's Beneficiary, if the Participant has died, or alternate payee under a qualified domestic relations order shall be treated as a Participant for purposes of directing investments as provided in Article X.

21.14 Merged Plans

In the event another defined contribution plan (the "merged plan") is merged into and made a part of the Plan, each Employee who was eligible to participate in the "merged plan" immediately prior to the merger shall become an Eligible Employee on the date of the merger. In no event shall a Participant's vested interest in his Sub-Account attributable to amounts transferred to the Plan from the "merged plan" (his "transferee Sub-Account") on and after the merger be less than his vested interest in his account under the "merged plan" immediately prior to the merger. Notwithstanding any other provision of the Plan to the contrary, a Participant's service credited for eligibility and vesting purposes under the "merged plan" as of the merger, if any, shall be included as Eligibility and Vesting Service under the Plan to the extent Eligibility and Vesting Service are credited under the Plan. Special provisions applicable to a Participant's "transferee Sub-Account", if any, shall be specifically reflected in the Plan or in an Addendum to the Plan.

21.15 Transferred Funds

If funds from another qualified plan are transferred or merged into the Plan, such funds shall be held and administered in accordance with any restrictions applicable to them under such other plan to the extent required by law and shall be accounted for separately to the extent necessary to accomplish the foregoing.

21.16 Veterans Reemployment Rights

Notwithstanding any other provision of the Plan to the contrary, contributions, benefits, and service credit with respect to qualified military service shall be provided in accordance with Code Section 414(u). Any contributions required to be made in accordance with this Section shall be contributed to the Plan within the time period prescribed under applicable regulations or other guidance. Any Matching Contributions required to be made because of 401(k) Contributions made by a Participant in accordance with the provisions of Code Section 414(u), shall be contributed to the Plan as soon as administratively practicable after the date on which the Participant's contributions are paid to the Plan. The Administrator shall notify the Trustee of any Participant with respect to whom additional contributions are made because of qualified military service. Additional contributions made in accordance with the provisions of this Section that are treated as 401(k) Contributions shall not be included in applying the limitations on 401(k) Contributions described in Article VII. In addition, any Matching Contributions required to be made because of 401(k) Contributions made by a Participant in accordance with the provisions of Code Section 414(u), shall not be included in applying the limitations on Matching Contributions described in Article VII.

21.17 Delivery of Cash Amounts

To the extent that the Plan requires the Employers to deliver cash amounts to the Trustee, such delivery may be made through any means acceptable to the Trustee, including wire transfer.

21.18 Written Communications

Any communication among the Employers, the Administrator, and the Trustee that is stipulated under the Plan to be made in writing may be made in any medium that is acceptable to the receiving party and permitted under applicable law. In addition, any communication or disclosure to or from Participants and/

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or Beneficiaries that is required under the terms of the Plan to be made in writing may be provided in any other medium (electronic, telephonic, or otherwise) that is acceptable to the Administrator and permitted under applicable law.

21.19 Trust to Trust Transfer

Any Employee, including an Employee who has not yet satisfied any age and/or service requirements to become an Eligible Employee under the Plan, may, with the approval of the Administrator, have Transfer Contributions made to the Plan on his behalf by causing assets to be directly transferred by the trustee of another qualified retirement plan to the Trustee of the Plan.

Amounts contributed to the Plan through a direct rollover shall not constitute Transfer Contributions.

Transfer Contributions made on behalf of an Employee shall be deposited in the Trust and credited to a Transfer Contributions Sub-Account established in the Employee's name. Such Sub-Account shall share in the allocation of earnings, losses, and expenses of the Trust Fund(s) in which it is invested, but shall not share in allocations of Employer Contributions.

In the event a Transfer Contribution is made on behalf of an Employee who has not yet satisfied the requirements to become an Eligible Employee under the Plan, such Transfer Contributions Sub-Account shall represent the Employee's sole interest in the Plan until he becomes an Eligible Employee.

21.20 Plan Correction Procedures

The Employer shall take such action as it deems necessary to correct any Plan failure, including, but not limited to, operational failures, documentation failures (such as a failure to timely amend), failures affecting Plan qualification, etc. Subject to the requirements of the Employee Plans Compliance Resolution System, as set forth in Revenue Procedure 2006-27, or any superseding guidance ("EPCRS"), the Employer may adopt any correction method that it deems appropriate under the circumstances. In addition to any correction method specified in the Plan, the Employer may, where appropriate, make correction in accordance with EPCRS, including the making of a Qualified Nonelective Contribution permitted under EPCRS, but not otherwise provided under the Plan.

In the event of a fiduciary breach or a prohibited transaction, correction shall be made in accordance with the requirements of ERISA and the Code.

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ARTICLE XXII

TOP-HEAVY PROVISIONS

22.1 Definitions

For purposes of this Article, the following terms shall have the following meanings:

The "compensation" of an employee means his "415 compensation" as defined in Section 7.1.

The "determination date" with respect to any Plan Year means the last day of the preceding Plan Year, except that the "determination date" with respect to the first Plan Year of the Plan, shall mean the last day of such Plan Year.

A "key employee" means any Employee or former Employee (including any deceased Employee) who at any time during the Plan Year that includes the "determination date" was an officer of an Employer or a Related Company having annual "compensation" greater than $130,000 (as adjusted under Section 416(i)(1) of the Code for Plan Years beginning after December 31, 2002), a 5% owner of an Employer or a Related Company, or a 1% owner of an Employer or a Related Company having annual "compensation" of more than $150,000.

A "non-key employee" means any Employee who is not a "key employee".

A "permissive aggregation group" means those plans included in each Employer's "required aggregation group" together with any other plan or plans of the Employer or any Related Company, so long as the entire group of plans would continue to meet the requirements of Code Sections 401(a)(4) and 410.

A "required aggregation group" means the group of tax-qualified plans maintained by an Employer or a Related Company consisting of each plan in which a "key employee" participates or participated at any time during the Plan Year containing the "determination date" or any of the 4 preceding Plan Years (regardless of whether the plan has terminated) and each other plan that enables a plan in which a "key employee" participates to meet the requirements of Code Section 401(a)(4) or Code Section 410.

A "top-heavy group" with respect to a particular Plan Year means a "required" or "permissive aggregation group" if the sum, as of the "determination date", of the present value of the cumulative accrued benefits for "key employees" under all defined benefit plans included in such group and the aggregate of the account balances of "key employees" under all defined contribution plans included in such group exceeds 60 percent of a similar sum determined for all employees covered by the plans included in such group.

A "top heavy plan" with respect to a particular Plan Year means (i) in the case of a defined contribution plan (including any simplified employee pension plan), a plan for which, as of the "determination date", the aggregate of the accounts (within the meaning of Code Section 416(g) and the regulations and rulings thereunder) of "key employees" exceeds 60 percent of the aggregate of the accounts of all participants under the plan, with the accounts valued as of the relevant valuation date and increased for any distribution of an account balance made during the 1-year period ending on the "determination date" (5-year period ending on the "determination date" if distribution is made for any reason other than severance from employment, death, or disability), (ii) in the case of a defined benefit plan, a plan for which, as of the

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"determination date", the present value of the cumulative accrued benefits payable under the plan (within the meaning of Code Section 416(g) and the regulations and rulings thereunder) to "key employees" exceeds 60 percent of the present value of the cumulative accrued benefits under the plan for all employees, with the present value of accrued benefits for employees (other than "key employees") to be determined under the accrual method uniformly used under all plans maintained by an Employer or, if no such method exists, under the slowest accrual method permitted under the fractional accrual rate of Code Section 411(b)(1)(C) and including the present value of any part of any accrued benefits distributed during the 1-year period ending on the "determination date" (5-year period ending on the "determination date" if distribution is made for any reason other than severance from employment, death, or disability), and (iii) any plan (including any simplified employee pension plan) included in a "required aggregation group" that is a "top heavy group". For purposes of this paragraph, the accounts and accrued benefits of any employee who has not performed services for an Employer or a Related Company during the 1 year period ending on the "determination date" shall be disregarded. For purposes of this paragraph, the present value of cumulative accrued benefits under a defined benefit plan for purposes of top heavy determinations shall be calculated using the actuarial assumptions otherwise employed under such plan, except that the same actuarial assumptions shall be used for all plans within a "required" or "permissive aggregation group". A Participant's interest in the Plan attributable to any Rollover Contributions, except Rollover Contributions made from a plan maintained by an Employer or a Related Company, shall not be considered in determining whether the Plan is a "top-heavy plan". Notwithstanding the foregoing, if a plan is included in a "required" or "permissive aggregation group" that is not a "top-heavy group", such plan shall not be a "top-heavy plan".

The "valuation date" with respect to any "determination date" means the most recent Valuation Date occurring within the 12-month period ending on the "determination date".

22.2 Applicability

Notwithstanding any other provision of the Plan to the contrary, the provisions of this Article shall be applicable during any Plan Year in which the Plan is determined to be a "top-heavy plan" as hereinafter defined.

22.3 Minimum Employer Contribution

If the Plan is determined to be a "top heavy plan" for a Plan Year, the Employer Contributions allocated to the Account of each "non-key employee" who is an Eligible Employee and who is employed by an Employer or a Related Company on the last day of such top heavy Plan Year shall be no less than the lesser of (i) three percent of his "compensation" or (ii) the largest percentage of "compensation" that is allocated as an Employer Contribution and/or 401(k) Contribution for such Plan Year to the Account of any "key employee"; except that, in the event the Plan is part of a "required aggregation group", and the Plan enables a defined benefit plan included in such group to meet the requirements of Code Section 401(a)(4) or 410, the minimum allocation of Employer Contributions to each such "non-key employee" shall be 3% of the "compensation" of such "non key employee". Any minimum allocation to a "non-key employee" required by this Section shall be made without regard to any social security contribution made on behalf of the "non-key employee", his number of hours of service, his level of "compensation", or whether he declined to make elective or mandatory contributions.

Employer Contributions allocated to a Participant's Account in accordance with this Section shall be considered "annual additions" under Article VII for the "limitation year" for which they are made and shall be separately accounted for. Employer Contributions allocated to a Participant's Account shall be

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allocated upon receipt among the Investment Funds in accordance with the Participant's currently effective investment election.

22.4 Exclusion of Collectively-Bargained Employees

Notwithstanding any other provision of this Article, Employees who are covered by an agreement that the Secretary of Labor finds to be a collective bargaining agreement between employee representatives and one or more employers shall not be entitled to a minimum allocation or accelerated vesting under this Article, unless otherwise provided in the collective bargaining agreement.

* * *

EXECUTED at	Houston				,
Texas	this	16th	day of	December	,	2009	.

SERVICE CORPORATION INTERNATIONAL

C/O JULIE DOUGLAS

By:	/s/ Jane D. Jones
Title:		Vice President, Human Resources

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ADDENDUM A

SCI 401(k) RETIREMENT SAVINGS PLAN

Re: List of Adopting Employers

This Addendum incorporates the list of Employers that have adopted the Plan pursuant to Article XX, which are as follows:

[insert list here]

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ADDENDUM B

SCI 401(k) RETIREMENT SAVINGS PLAN

Re: List of Employees with Respect to Whom OPI is a Predecessor Employer

This Addendum lists the Employees with respect to whom OPI is a Predecessor Employer, which are as follows:

Corina Slott

Naren Patel

Michael Lambright

Chris Pryor

Henry Higareda

Ken Mathew

Rosemary Amatong

John Messenger

Kim Kellog

James Lierman

Steve Webb

Steve Bixler

Anu Shah

Chirag Patel

Adrian Robles

Darren Felcman

Joseph Cherian

Chan Chang

Celestine Khuong

Daphne Chan

Colin Ramsey

Jasminka Blews

Rory Green

Cristina Esquivel

Fatima Skalski

Chris Hartman

Hector Lewis

Betty Davis

Charles Reynolds

Mara Stephenson

Lucille Bean

Dawn Jackson-Pinson

Jody Lewis

Valeria Rose

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Final 411(a) regulations Compliance Appendix

TO

SCI 401(k) RETIREMENT SAVINGS PLAN

This Compliance Appendix amends the Plan to comply with final Treasury Regulations issued under Code Section 411(a) addressing the interaction between the anti-cutback requirements of Code Section 411(d)(6) and the nonforfeitability requirements of Code Section 411(a). This Compliance Appendix is intended as good faith compliance with the requirements of the final regulations and is to be construed in accordance with the Treasury Regulations construing Code Section 411(a) and is effective for amendments adopted on or after August 9, 2006.

Accordingly, Section 6.11 of the Plan is amended in its entirety to provide as follows:

6.11Election of Former Vesting Schedule

If there is a change in the vesting schedule because the Plan Sponsor adopts an amendment to the Plan that directly or indirectly affects the computation of a Participant's vested interest in his Employer Contributions Sub-Account, the following shall apply:

(a) In no event shall a Participant's vested interest in his Account on the effective date of the change in vesting schedule be less than his vested interest in his Account immediately prior to the effective date of the amendment.

(b) In no event shall a Participant's vested interest in attributable to his Account determined as of the later of (i) the effective date of such amendment or (ii) the date such amendment is adopted, be determined on and after the effective date of such amendment under a vesting schedule that is more restrictive than the vesting schedule applicable to such Account immediately prior to the effective date of such amendment.

(c) Any Participant with 3 or more years of Vesting Service shall have a right to have his vested interest in his Account (including amounts credited to such Account following the effective date of such amendment) continue to be determined under the vesting provisions in effect prior to the amendment rather than under the new vesting provisions, unless the vested interest of the Participant in his Account under the Plan as amended is not at any time less than such vested interest determined without regard to the amendment. A Participant shall exercise his right under this Section by giving written notice of his exercise thereof to the Administrator within 60 days after the latest of (i) the date he receives notice of the amendment from the Administrator, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted.

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415 COMPLIANCE APPENDIX

TO

SCI 401(k) RETIREMENT SAVINGS PLAN

This Appendix amends the Plan to comply with final regulations released on April 4, 2007 under Code Section 401(k) ("401(k) regulations revisions") and Code Section 415 ("final 415 regulations"). This Appendix is intended as good faith compliance with the requirements of the 401(k) regulations revisions and final 415 regulations. To the extent the provisions of the Plan are inconsistent with the provisions of this Appendix, the provisions of this Appendix shall be controlling.

_________________________________________________

1. Effective the first day of the first Plan Year beginning on or after July 1, 2007, the definition of "Compensation" in Section 1.1 of the Plan is amended by the addition of the following provisions at the end of such definition. This amendment shall have no effect on amounts included as Compensation for periods prior to that date and shall not be construed as creating an inference as to whether post-severance amounts were or were not included in Compensation prior to that date.

Notwithstanding any other provision of the Plan to the contrary, effective for Plan Years beginning on and after July 1, 2007, if a Participant has a severance from employment (as defined in Treasury Regulations Section 1.401(k)-1(d)(2)) with the Employers and all Related Companies, Compensation shall not include amounts received by the Participant following such severance from employment except as provided below:

• Compensation shall include amounts that would otherwise have been paid to the Participant in the course of his employment and are regular compensation for services during the Participant's regular working hours, compensation for services outside the Participant's regular working hours (such as overtime or shift differential pay), commissions, bonuses, or other similar compensation, but only to the extent such amounts (1) would have been includable in Compensation if his employment had continued and (2) are paid before the later of (a) the close of the "limitation year" (as defined in Section 7.1) in which the Participant's severance from employment occurs or (b) within 2 ½ months of such severance.

• Compensation shall include amounts that are payments for accrued bona fide sick, vacation or other leave, but only if (1) the Participant would have been able to use such leave if his employment had continued, (2) such amounts would have been includable in Compensation if his employment had continued, and (3) such amounts are paid before the later of (a) the close of the "limitation year" (as defined in Section 7.1) in which the Participant's severance from employment occurs or (b) within 2 ½ months of such severance.

• Compensation shall include amounts received by the Participant pursuant to a non-qualified, unfunded deferred compensation plan, but only if the Participant would have received such payments at the same time if he had continued in employment and only to the extent the payments (1) are includable in the Participant's gross income and (2) are made before the later of (a) the close of the "limitation year" (as defined in Section 7.1) in which the Participant's severance from employment occurs or (b) within 2 ½ months of such severance.

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2. Effective beginning the first day of the first limitation year beginning on or after July 1, 2007, the following replaces and supersedes the definition of "annual addition" in Section 7.1.

The "annual addition" with respect to a Participant for a "limitation year" means the sum of the following amounts credited to the Participant's account(s) for the "limitation year":

(a) all employer contributions credited to the Participant's account for the "limitation year" under any qualified defined contribution plan maintained by an Employer or a Related Company, including "elective contributions" (other than "elective contributions" to an eligible deferred compensation plan under Code Section 457) and amounts attributable to forfeitures applied to reduce the employer's contribution obligation, but excluding "catch-up contributions";

(b) all "employee contributions" credited to the Participant's account for the "limitation year" under any qualified defined contribution plan maintained by an Employer or a Related Company or any qualified defined benefit plan maintained by an Employer or a Related Company if either separate accounts are maintained under the defined benefit plan with respect to such employee contributions or such contributions are mandatory employee contributions within the meaning of Code Section 411(c)(2)(C) (without regard to whether the plan is subject to the provisions of Code Section 411);

(c) all forfeitures credited to the Participant's account for the "limitation year" under any qualified defined contribution plan maintained by the Employer or a Related Company;

(d) all amounts credited for the "limitation year" to an individual medical benefit account, as described in Code Section 415(l)(2), established for the Participant as part of a pension or annuity plan maintained by the Employer or a Related Company;

(e) if the Participant is a key employee, as defined in Code Section 419A(d)(3), all amounts derived from contributions paid or accrued after December 31, 1985, in taxable years ending after that date, that are attributable to post-retirement medical benefits credited for the "limitation year" to the Participant's separate account under a welfare benefit fund, as defined in Code Section 419(e), maintained by the Employer or a Related Company; and

(f) all amounts credited to the Participant for the "limitation year" under a simplified employee pension.

Notwithstanding the foregoing, any restorative payment made to a plan by an Employer or a Related Company to make up for losses to the plan resulting from the action or non-action of a fiduciary for which there is a reasonable risk of liability for a breach of fiduciary duty under ERISA or other applicable federal or state law shall not be treated as an annual addition provided that similarly situated participants are treated similarly with respect to the restorative payment.

Except as otherwise specifically provided below, an amount will be treated as credited to a Participant's account for a "limitation year" if such amount is both (1) allocated to the Participant's account as of a date within such "limitation year" (provided that if allocation of an amount is contingent upon the satisfaction of a future condition, such amount shall not be treated as allocated for purposes of determining "annual additions" for a "limitation year" until the date all such conditions are satisfied) and (2) actually contributed to the account within the applicable period described herein. If contributions are made after the end of the applicable period, they shall be treated as credited to the Participant's account for the "limitation year" in which they are made. The applicable period for making "employee contributions" is

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within 30 days of the close of the "limitation year." The applicable period for making employer contributions is: (i) for contributions by a taxable entity, within 30 days of the close of the period described in Code Section 404(a)(6), as applicable to the entity's taxable year with or within which the "limitation year" ends; or (ii) for contributions by a non-taxable entity (including a governmental employer) within 15 days of the last day of the 10th calendar month following the end of the calendar year or fiscal year (as applicable, based on how the entity maintains its books) with or within which the "limitation year" ends.

Forfeitures re-allocated to a Participant's account are treated as credited to the Participant's account for the "limitation year" in which they are allocated to such account. Corrective contributions and contributions required by reason of qualified military service (as defined in Code Section 414(u)) are treated as "annual additions" for the "limitation year" to which they relate, rather than the "limitation year" in which they are made.

3. Effective beginning the first day of the first limitation year beginning on or after July 1, 2007, the definition of "415 compensation" in Section 7.1 of the Plan is amended by the addition of the following provisions at the end of such definition.

Notwithstanding any other provision of the Plan to the contrary, effective for "limitation years" beginning on and after July 1, 2007, if a Participant has a severance from employment (as defined in Treasury Regulations Section 1.415(a)-1(f)(5)) with the Employer and all Related Companies, "415 compensation" does not include amounts received by the Participant following such severance from employment except amounts paid before the later of (a) the close of the "limitation year" in which the Participant's severance from employment occurs or (b) within 2 ½ months of such severance if such amounts:

• would otherwise have been paid to the Participant in the course of his employment, are regular compensation for services during the Participant's regular working hours, compensation for services outside the Participant's regular working hours (such as overtime or shift differential pay), commissions, bonuses, or other similar compensation, and would have been included in the Participant's "415 compensation" if he had continued in employment.

• are payments for accrued bona fide sick, vacation or other leave, but only if the Participant would have been able to use such leave if his employment had continued and such amounts would have been includable in "415 compensation" if his employment had continued.

• are received by the Participant pursuant to a non-qualified, unfunded deferred compensation plan, but only if the Participant would have received such payments at the same time if he had continued in employment and only to the extent the payments are includable in the Participant's gross income.

For purposes of this subsection, a Participant will not be considered to have incurred a severance from employment if his new employer continues to maintain the plan with respect to such Participant.

To be included in a Participant's "415 compensation" for a particular "limitation year", an amount must have been received by the Participant (or would have been received, but for the Participant's election under Code Section 125, 132(f)(4), 401(k), 402(h)(1)(B), 403(b), 408(p)(2)(A)(i), or 457) within such "limitation year".

4. Effective beginning the first day of the first Plan Year beginning on or after July 1, 2007, the definition of "test compensation" in Section 7.1 of the Plan is amended by the addition of the following

Plan#002                     81                     Contract#51344

provisions at the end of such definition. Notwithstanding the foregoing, the Administrator may elect to substitute a different definition of compensation that satisfies the requirements of Code Section 414(s).

If a Participant has a severance from employment (as defined in Treasury Regulations Section 1.401(k)-1(d)(2)) with the Employer and all Related Companies, "test compensation" does not include amounts received by the Participant following such severance from employment except amounts paid before the later of (a) the close of the "limitation year" in which the Participant's severance from employment occurs or (b) within 2 ½ months of such severance if such amounts:

• would otherwise have been paid to the Participant in the course of his employment, are regular compensation for services during the Participant's regular working hours, compensation for services outside the Participant's regular working hours (such as overtime or shift differential pay), commissions, bonuses, or other similar compensation, and would have been included in the Participant's "test compensation" if he had continued in employment.

• are payments for accrued bona fide sick, vacation or other leave, but only if the Participant would have been able to use such leave if his employment had continued and such amounts would have been includable in "test compensation" if his employment had continued.

• are received by the Participant pursuant to a non-qualified, unfunded deferred compensation plan, but only if the Participant would have received such payments at the same time if he had continued in employment and only to the extent the payments are includable in the Participant's gross income.

5. Effective beginning the first day of the first limitation year beginning on or after July 1, 2007, the following replaces and supersedes Section 7.12 of the Plan.

Notwithstanding any other provision of the Plan to the contrary, the "annual addition" with respect to a Participant for a "limitation year" shall in no event exceed the lesser of (i) the maximum dollar amount permitted under Code Section 415(c)(1)(A), adjusted as provided in Code Section 415(d) (e.g., $46,000 for the "limitation year" beginning in 2008) or (ii) 100 percent of the Participant's "415 compensation" for the "limitation year"; provided, however, that the limit in clause (i) shall be pro‑rated for any short "limitation year". The limit in clause (ii) shall not apply to any contribution to an individual medical account, as defined in Code Section 415(l), or to a post-retirement medical benefits account maintained for a key employee which is treated as an "annual addition" under Code Section 419A(d)(2). A Participant's 401(k) Contributions may be re-characterized as Catch-Up 401(k) Contributions and excluded from the Participant's "annual additions" for the "limitation year" to satisfy the preceding limitation.

If the Employer or a Related Company participates in a multiemployer plan, in determining whether the "annual additions" made on behalf of a Participant to the Plan, when aggregated with "annual additions" made on the Participant's behalf under the multiemployer plan satisfy the above limitation, only "annual additions" made by the Employer (or a Related Company) to the multiemployer plan shall be aggregated with the "annual additions" under the Plan and "415 compensation" shall include only compensation paid to the Participant by the Employer (or a Related Company).

If the "annual addition" to the Account of a Participant in any "limitation year" beginning on or after July 1, 2007, nevertheless exceeds the amount that may be applied for his benefit under the limitations described in clauses (i) and (ii) above, correction shall be made in accordance with the Employee Plans Compliance Resolution System, as set forth in Revenue Procedure 2006-27, or any superseding guidance.

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6. Effective beginning the first day of the first limitation year beginning on or after July 1, 2007, the following replaces and supersedes Section 7.13 of the Plan.

If a Participant is covered by any other qualified defined contribution plan (whether or not terminated) maintained by an Employer or a Related Company concurrently with the Plan, and if the "annual addition" to be made under the Plan for the "limitation year" when combined with the "annual addition" to be made under such other qualified defined contribution plan(s) would otherwise exceed the amount that may be applied for the Participant's benefit under the limitation contained in the preceding Section, the "annual addition" to be made under the Plan shall be reduced, to the extent necessary so that the limitation in the preceding Section is satisfied.

If the "annual addition" to the Account of a Participant in any "limitation year" beginning on or after July 1, 2007, when combined with the "annual addition" made under any other qualified defined contribution plan maintained by an Employer or a Related Company nevertheless exceeds the amount that may be applied for the Participant's benefit under the limitation contained in the preceding Section, correction shall be made in accordance with the Employee Plans Compliance Resolution System, as set forth in Revenue Procedure 2006-27, or any superseding guidance.

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PPA, HEART, and WRERA COMPLIANCE APPENDIX

TO

SCI 401(k) RETIREMENT SAVINGS PLAN

This Appendix incorporates the elections made in the PPA, HEART, and WRERA Compliance Election Form adopted by the Sponsor for purposes of amending the Plan to comply with the Pension Protection Act of 2006 ("PPA"), the Heroes Earnings Assistance and Relief Tax Act of 2008 ("HEART"), the Worker, Retiree, and Employer Recovery Act of 2008 ("WRERA") and applicable guidance. This Appendix, together with the PPA, HEART, and WRERA Compliance Election Form, is intended as good faith compliance with the requirements of the PPA, HEART, and WRERA and applicable guidance. To the extent the provisions of the Plan are inconsistent with the provisions of this Appendix, the provisions of this Appendix shall be controlling.

_________________________________________________

1. Section 6.10 of the Plan is amended by the addition of the following paragraph.

For purposes of determining whether a Participant is 100 percent vested under this Section, a Participant who is absent from employment as an Employee because of military service and who dies after December 31, 2006, while performing qualified military service (as described in the Uniformed Services Employment and Reemployment Rights Act of 1994) shall be treated as having returned to employment with an Employer or a Related Company immediately prior to his death and as having died while employed by an Employer or a Related Company.

2. Effective as of August 9, 2006, Section 6.11 of the Plan is amended in its entirety to provide as follows.

If there is an amendment to the vesting schedule applicable to a Participant's Employer Contributions Sub-Account because the Sponsor adopts an amendment to the Plan that directly or indirectly affects the computation of a Participant's vested interest in his Employer Contributions Sub Account, the following special rules shall apply:

(a) In no event shall a Participant's vested interest in his Employer Contributions Sub Account accrued as of the later of (i) the effective date of such amendment or (ii) the date such amendment is adopted, be less than his vested interest in his Employer Contributions Sub Account immediately prior to such date.

(b) In no event shall a Participant's vested interest in his Employer Contributions Sub-Account accrued as of the later of (i) the effective date of such amendment or (ii) the date such amendment is adopted, be determined on and after the effective date of such amendment under a vesting schedule that is more restrictive than the vesting schedule applicable to such Employer Contributions Sub-Account immediately prior to the effective date of such amendment.

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(c) Any Participant with 3 or more years of Vesting Service shall have a right to have his vested interest in his Employer Contributions Sub Account (including amounts accrued following the effective date of such amendment) continue to be determined under the vesting provisions in effect prior to the amendment rather than under the new vesting provisions, unless the vested interest of the Participant in his Employer Contributions Sub Account under the Plan as amended is not at any time less than such vested interest determined without regard to the amendment. A Participant shall exercise his right under this Section by giving written notice of his exercise thereof to the Administrator within 60 days after the latest of (i) the date he receives notice of the amendment from the Administrator, (ii) the effective date of the amendment, or (iii) the date the amendment is adopted.

3. The definition of "415 compensation" in Section 7.1 of the Plan is amended by the addition of the following provision.

Notwithstanding any other provision of the Plan to the contrary, if a Participant is absent from employment as a Covered Employee to perform service in the uniformed services (as defined in Chapter 43 of Title 38 of the United States Code), his Compensation will include any differential pay, as defined hereunder, he receives or is entitled to receive from his Employer. For purposes of this paragraph, "differential pay" means any payment made to the Participant by the Employer after December 31, 2008, with respect to a period during which the Participant is performing service in the uniformed services while on active duty for a period of more than 30 days that represents all or a portion of the wages the Participant would have received if he had continued employment with the Employer as a Covered Employee.

4. Section 7.11 of the Plan is amended by the addition of the following.

Effective for Plan Years beginning after December 31, 2007, income and loss for the "gap period" shall not be distributed with respect to contributions in excess of any limit described in the preceding Sections of this Article VII.

5. A new Section is added at the end of Article X to provide as follows.

Diversification of Employer Stock

The provisions of this Section shall apply to any Plan that provides for investment in Employer stock if such Employer stock is publicly traded or treated as publicly traded under Code Section 401(a)(35). Employer stock that is not publicly-traded shall be treated as publicly-traded securities if the Employer or any member of its controlled group (determined as provided in Code Section 414(b), but substituting 50 percent for 80 percent) has issued publicly-traded securities, unless neither the Employer nor its parent company has issued either (i) publicly-traded securities or (ii) a special class of stock that grants particular rights to or bears particular risks for the holder or issuer with respect to any member of the controlled group.

Notwithstanding any other provision of the Plan to the contrary, a Participant whose 401(k) Contributions Sub-Account is invested, in whole or in part, in the Employer stock Investment Fund shall be permitted to divest such investments and re-invest such Sub-Account(s) in other Investment Funds provided under the Plan.

Plan#002                     85                     Contract#51344

A Participant whose Employer Contributions Sub-Account is invested, in whole or in part, in the Employer stock Investment Fund and who is credited with at least 3 years of Vesting Service shall be permitted to divest such investment and re-invest his Employer Contributions Sub-Account in other Investment Funds provided under the Plan.

The Plan shall offer at least three Investment Fund options as alternatives to the Employer stock Investment Fund. Each such alternative Investment Fund shall be diversified and shall have materially different risk and return characteristics.

The Administrator shall notify each eligible Participant of his diversification rights no later than 30 days prior to the date he is first eligible to divest his investment in the Employer stock Investment Fund.

The Plan shall not be treated as meeting the requirements of this Section if the Plan imposes any restrictions or conditions on investment in the Employer stock Investment Fund that do not also apply to investment in the other Investment Funds. Prohibited restrictions and conditions include, but are not limited to, provisions that:

• permit a Participant to divest investments in the Employer stock Investment Fund on a less frequent basis than the Participant may divest his investments in any other Investment Fund (e.g., quarterly divestment from the Employer stock Investment Fund, but daily divestment from other Investment Funds);

• treat a Participant who divests his investment in the Employer stock Investment Fund less favorably than a Participant who retains such investment (e.g., the Plan provides a higher match rate for Participants who invest in the Employer stock Investment Fund); and

• preclude a Participant who divests his investment in the Employer stock Investment Fund from re-investing in the Employer stock Investment Fund for a specified period of time.

The preceding provisions do not preclude the Plan from (a) limiting the extent to which a Participant's Account may be invested in the Employer stock Investment Fund or (b) treating the Employer stock Investment Fund as a closed Investment Fund in which no future contributions are invested and to which no other amounts may be transferred.

The provisions of this Section shall be effective as follows:

(a) Except as otherwise specifically provided below with respect to restrictions or conditions on investments in the Employer stock Investment Fund, the diversification requirements shall apply with respect to Employer stock acquired in Plan Years beginning on or after January 1, 2007.

(b) Except as otherwise specifically provided below, the diversification requirements shall be phased in, beginning with the 2007 Plan Year, with respect to Employer stock acquired in prior Plan Years and shall apply to the applicable percentage of such Employer stock, as determined for each Plan Year based on the chart below:

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Plan Year	Applicable Percentage
1st Plan Year beginning on or after January 1, 2007	33%
2nd Plan Year	66%
3rd Plan Year	100%

(c) Notwithstanding the provisions of paragraph (b), if a participant is age 55 and has completed 3 years of Vesting Service before the first day of the 2007 Plan Year, the diversification requirements shall apply to the Participant's full investment in the Employer stock Investment Fund.

(d) Notwithstanding any other provision of this Section, any restriction or condition on investments in the Employer stock Investment Fund that was in effect on December 18, 2006, and that either (1) applied to all Investment Funds other than a stable value Investment Fund or (2) provided for divestment of investments in the Employer stock Investment Fund on a less frequent basis than divestment was permitted with respect to other Investment Funds, may continue to be applied through December 31, 2007, but may no longer be applied on or after January 1, 2008.

(e) Any other restriction or condition on investments in the Employer stock Investment Fund that was in effect on December 18, 2006, may continue to be applied through March 30, 2007, but may no longer be applied on or after March 31, 2007.

6. A new Section is added to Article XIII to provide as follows.

Reservists Withdrawals of 401(k) Contributions

Notwithstanding any other provision of the Plan to the contrary, a Participant who is a member of a reserve component (as defined in Section 101 of Title 37 of the United States Code) who is ordered or called to active duty for a period in excess of 179 days, or for an indefinite period, may elect to receive a cash withdrawal of all or any portion of his 401(k) Contributions Sub-Account. Any distribution made to a Participant pursuant to this Section must be made during the period beginning on the date of his order or call to active duty and ending on the close of his active duty period.

Any distribution made hereunder to a Participant who is ordered or called to active duty after September 11, 2001 shall not be subject to the 10% excise tax imposed under Code Section 72(t).

The provisions of this Section shall be effective for withdrawals made after July 3, 2008.

7. Effective January 1, 2007, the definition of "eligible retirement plan" in paragraph (a) of Section 16.2 of the Plan is amended in its entirety to provide as follows.

(a) An "eligible retirement plan" means any of the following: (i) an individual retirement account described in Code Section 408(a), (ii) an individual retirement annuity described in Code Section 408(b), (iii) an annuity plan described in Code Section 403(a) that accepts rollovers, (iv) a qualified trust described in Code Section 401(a) that accepts rollovers, (v) an annuity contract described in Code Section 403(b) that accepts rollovers, (vi) an eligible plan under Code Section 457(b) that is maintained by a state, political subdivision of a

Plan#002                     87                     Contract#51344

state, or any agency or instrumentality of a state or political subdivision of a state and that agrees to separately account for amounts transferred into such plan from the Plan, or (vii) effective for distributions made on or after January 1, 2008, a Roth IRA, as described in Code Section 408A, provided, that for distributions made prior to January 1, 2010, such rollover shall be subject to the limitations contained in Code Section 408A(c)(3)(B).

8. The definition of "eligible retirement plan" in paragraph (a) of Section 16.2 of the Plan is amended by the addition of the following paragraph.

Notwithstanding the foregoing, effective for distributions made in Plan Years beginning after December 31, 2009, an "eligible retirement plan" with respect to a "qualified distributee" other than the Participant, the Participant's Spouse, or the Participant's former Spouse means either an individual retirement account described in Code Section 408(a) or an individual retirement annuity described in Code Section 408(b) (an "IRA"). Such IRA must be treated as an IRA inherited from the deceased Participant by the "qualified distributee" and must be established in a manner that identifies it as such.

9. The definition of "qualified distributee" in paragraph (c) of Section 16.2 of the Plan is amended by the addition of the following sentence.

Notwithstanding the foregoing, effective for distributions made in Plan Years beginning after December 31, 2009, a "qualified distributee" includes a Participant's non-spouse Beneficiary who is his designated beneficiary within the meaning of Code Section 401(a)(9)(E).

10. Section 16.3 of the Plan is amended by the addition of the following.

Notwithstanding the foregoing, effective for Plan Years beginning after December 31, 2006, the written explanation provided by the Administrator shall include a description of the consequences to the Participant of electing an immediate distribution of his vested Account balance instead of deferring payment to his Normal Retirement Date.

11. Section 21.16 of the Plan is amended by the addition of the following paragraph.

If a Participant who is absent from employment as a Covered Employee because of military service dies after December 31, 2006, while performing qualified military service (as defined in Code Section 414(u)), the Participant shall be treated as having returned to employment as a Covered Employee on the day immediately preceding his death for purposes of determining the Participant's vested interest in his Account and his Beneficiary's eligibility for a death benefit under the Plan. Notwithstanding the foregoing, such a Participant shall not be entitled to additional contributions with respect to his period of military leave.

Plan#002                     88                     Contract#51344

SCI 401(K) Retirement Savings Plan                                    51344-1

Final Employer Stock Diversification Regulations

COMPLIANCE APPENDIX

TO

PDSCustom-Fit™ Volume Submitter 401(k) Savings/PS Plan

This Appendix is adopted by the "volume submitter practitioner" (as defined in Section 16.2 of the Plan) to reflect final Treasury regulations released May 11, 2010 interpreting the provisions of the Pension Protection Act of 2006 ("PPA") regarding requirements for diversification of Employer stock that are applicable to qualified defined contribution plans. To the extent the provisions of the Plan, including a prior Compliance Appendix addressing PPA changes, are inconsistent with the provisions of this Appendix, the provisions of this Appendix shall be controlling. Notwithstanding the foregoing, if the Plan includes a HEART (Notice 2010-15) Compliance Appendix that includes specific provisions regarding Employer stock diversification, the provisions of the more specific Appendix shall continue to apply.

Capitalized terms used in this Appendix refer to those terms as defined and used in the EGTRRA version of volume submitter specimen plan M580395a. If the Plan has been modified to substitute a different term for the defined term used in the EGTRRA document, the provisions of the Appendix shall be deemed to apply as if reference were made to the modified term used in the Plan.

References to provisions by Article and title are to the provisions associated with the Article and title in the EGTRRA version of volume submitter specimen plan M580395a. If the Plan has been modified in such a way that the Article numbers or titles have been changed, references are to the provisions in the Plan that are associated with the Article numbers or titles in the EGTRRA document.

_________________________________________________

The provisions of this Appendix apply only with respect to a Plan that provides for investment in Employer stock that is publicly traded or treated as publicly traded under the final regulations. The provisions of this Appendix do NOT apply to an ESOP that (1) does not include any contributions to which Code Section 401(k) or 401(m) apply and (2) is separate from any other plan maintained by the Employer for purposes of Code Section 414(l) .

_________________________________________________

The Section of Article X entitled "Diversification of Employer Stock", as added by the PPA, HEART and WRERA Compliance Appendix, if applicable, is revised in its entirety to provide as follows.

Diversification of Employer Stock

The provisions of this Section shall apply to any Plan that provides for investment in Employer stock if such Employer stock is publicly traded or treated as publicly traded under Code Section 401(a)(35). Employer stock that is not publicly-traded shall be treated as publicly-traded securities if the Employer or any member of its controlled group (determined as provided in Code Section 414(b), but substituting 50 percent for 80 percent) has issued publicly-traded securities, unless neither the Employer nor its parent company has issued either (i) publicly-traded securities or (ii) a special class of stock that grants particular rights to or bears particular risks for the holder or issuer with respect to any member of the controlled group.

SCI 401(K) Retirement Savings Plan                                    51344-1

Subject to the effective date provisions of this Section, but notwithstanding any other provision of the Plan to the contrary, to the extent the Plan provides for 401(k) Contributions, After-Tax Contributions, and/or Rollover Contributions and permits any or all of such contributions to be invested in the Employer stock Investment Fund, a Participant whose 401(k), After-Tax, and/or Rollover Contributions Sub-Accounts are invested, in whole or in part, in the Employer stock Investment Fund shall be permitted to divest such investments and re-invest such Sub-Account(s) in other Investment Funds provided under the Plan. This paragraph shall also apply to an alternate payee who has an Account under the Plan and the Beneficiary of a deceased Participant.

To the extent the Plan provides for Employer Contributions and permits such contributions to be invested in the Employer stock Investment Fund, a Participant whose Employer Contributions Sub-Account is invested, in whole or in part, in the Employer stock Investment Fundshall be permitted to divest such investment and re-invest his Employer Contributions Sub-Account in other Investment Funds provided under the Plan beginning on the date he completes 3 years of Vesting Service or, if the Plan does not credit Vesting Service, the day immediately preceding the third anniversary of his date of hire. This paragraph shall also apply to an alternate payee who has an Account under the Plan with respect to a Participant who meets the requirements of this paragraph and the Beneficiary of a deceased Participant.

The Plan shall offer at least 3 Investment Fund options (other than employer securities) as alternatives to the Employer stock Investment Fund. Each such alternative Investment Fund shall be diversified and shall have materially different risk and return characteristics.

The Administrator shall notify each eligible Participant of his diversification rights no later than 30 days prior to the date he is first eligible to divest his investment in the Employer stock Investment Fund.

Except as otherwise specifically provided below, the Plan shall not be treated as meeting the requirements of this Section if the Plan imposes any restrictions or conditions on investment in the Employer stock Investment Fund, either directly or indirectly, that do not also apply to investment in the other Investment Funds. A prohibited restriction or condition means:

• conditioning a benefit on investment in the Employer stock Investment Fund or

• restricting a Participant's right to divest his investment in the Employer stock Investment Fund if such restriction does not also apply to the Participant's right to divest his investment in any other Investment Fund

Examples of prohibited restrictions and conditions include, but are not limited to, provisions that:

• permit a Participant to divest investments in the Employer stock Investment Fund on a less frequent basis than the Participant may divest his investments in any other Investment Fund (e.g., quarterly divestment from the Employer stock Investment Fund, but daily divestment from other Investment Funds)

• treat a Participant who divests his investment in the Employer stock Investment Fund less favorably than a Participant who retains such investment (e.g., the Plan provides a higher match rate for Participants who invest in the Employer stock Investment Fund)

SCI 401(K) Retirement Savings Plan                                    51344-1

• preclude a Participant who divests his investment in the Employer stock Investment Fund from re-investing in the Employer stock Investment Fund for a specified period of time.

Notwithstanding the foregoing, the following restrictions or conditions may be imposed under the Plan:

• The Plan may limit the extent to which a Participant's Account may be invested in the Employer stock Investment Fund, provided such limit applies without regard to a Participant's prior exercise of rights to divest investment in the Employer stock Investment Fund.

• The Plan may impose reasonable restrictions on the timing and number of investment elections a Participant may make with respect to the Employer stock Investment Fund, provided the restrictions are designed to limit short-term trading in Employer stock.

• The Plan will not be considered to condition a benefit on investment in the Employer stock Investment Fund if it imposes fees on other Investment Funds that are not imposed on the Employer stock Investment Fund.

• The Plan will not be considered to have impermissibly restricted diversification of investments in the Employer stock Investment Fund if it imposes a reasonable fee for the divestment of Employer stock.

• The Plan may allow transfers into or out of a stable value or similar Investment Fund more frequently than it allows transfers into or out of the Employer stock Investment Fund. A stable value of similar Investment Fund means an Investment Fund designed to preserve principal and provide a reasonable rate of return, while providing liquidity.

• The Plan may allow transfers out of a qualified default investment option, within the meaning of Department of Labor Regulations Section 2550.404c-5(e), more frequently than it allows transfers out of the Employer stock Investment Fund.

• The Plan may treat the Employer stock Investment Fund as a closed Investment Fund in which no future contributions are invested and to which no other amounts may be transferred. (The Plan may provide for dividends paid on Employer stock held under the Plan to be re-invested in the Employer stock Investment Fund without violating this requirement.If the Plan is an ESOP that provides for Matching Contributions, the Plan will not violate this requirement if it provides for the release of Employer stock in the form of Matching Contributions from a suspense account holding Employer stock acquired in a Plan Year beginning before January 1, 2007, with the proceeds of an exempt loan that has not been refinanced after the end of the last Plan Year beginning before January 1, 2007.)

The provisions of this Section shall be effective as follows:

(a) Except as otherwise specifically provided below with respect to restrictions or conditions on investments in the Employer stock Investment Fund, the diversification requirements shall apply with respect to Employer stock acquired in Plan Years beginning on or after January 1, 2007; provided that for Plan Years beginning on or after January 1, 2007 and before January 1, 2011, the Plan may be administered in accordance with (1) Notice

SCI 401(K) Retirement Savings Plan                                    51344-1

2006-107, (2) the proposed regulations issued in January, 2008, or (3) the foregoing provisions.

(b) Except as otherwise specifically provided below, the diversification requirements shall be phased in, beginning with the 2007 Plan Year, with respect to Employer stock acquired in prior Plan Years and shall apply to the applicable percentage of such Employer stock, as determined for each Plan Year based on the chart below:

Plan Year	Applicable Percentage
1st Plan Year beginning on or after January 1, 2007	33%
2nd Plan Year	66%
3rd Plan Year	100%

(c) Notwithstanding the provisions of paragraph (b), if a Participant is age 55 and has completed 3 years of Vesting Service before the first day of the 2007 Plan Year, the diversification requirements shall apply to the Participant's full investment in the Employer stock Investment Fund.

(d) Notwithstanding any other provision of this Section, any restriction or condition on investments in the Employer stock Investment Fund that was in effect on December 18, 2006, and that either (1) applied to all Investment Funds other than a stable value Investment Fund or (2) provided for divestment of investments in the Employer stock Investment Fund on a less frequent basis than divestment was permitted with respect to other Investment Funds, may continue to be applied through December 31, 2007, but, except as otherwise provided above, may no longer be applied on or after January 1, 2008.

(e) Any other restriction or condition on investments in the Employer stock Investment Fund that was in effect on December 18, 2006, may continue to be applied through March 30, 2007, but, except as otherwise provided above, may no longer be applied on or after March 31, 2007.

FIRST AMENDMENT

TO

SCI 401(k) RETIREMENT SAVINGS PLAN

January 1, 2009 Restatement

The SCI 401(k) Retirement Savings Plan, originally effective as of July 1, 2000, as presently maintained under an amendment and restatement made effective as of January 1, 2009, is hereby amended, effective as of April 1, 2010, in the following respects:

1.The following paragraph is added at the end of the Plan's Preamble:

Effective as of April 1, 2010 (the "merger date"), the Retirement Savings Plan of Palm Mortuary, Inc. (the "merged plan") is merged into the Plan. All assets and liabilities of the "merged plan" are transferred to and made a part of the Plan. Each Covered Employee who was eligible to participate in the "merged plan" immediately prior to the "merger date" shall continue to be eligible to participate in the Plan on and after the "merger date". In no event shall a Participant's vested interest in his Sub-Account attributable to amounts transferred to the Plan from the "merged plan" (his "transferee Sub-Account") on and after the "merger date" be less than his vested interest in his account under the "merged plan" immediately prior to the "merger date". Notwithstanding any other provision of the Plan to the contrary, a Participant's service credited for eligibility and vesting purposes under the "merged plan" as of the "merger date", if any, shall be included as Eligibility and Vesting Service under the Plan to the extent Eligibility and Vesting Service are credited under the Plan; provided, however, that inclusion of such service shall not duplicate the Eligibility and Vesting Service otherwise credited under the Plan for periods prior to the "merger date".

2.The definition of "Disabled" in Section 1.1 is amended to provide as follows:

"Disabled" means a Participant can no longer continue in the service of his employer because of a mental or physical condition that is likely to result in death or is expected to be of long-continued or indefinite duration. A Participant shall be considered Disabled only if he meets one or more of the following criteria:

• He is eligible to receive a disability benefit under the terms of the Social Security Act.

• The Administrator determines he is Disabled based on a written certificate of a physician acceptable to it.

3.New definitions of "Prior Palm Mortuary Matching Contribution" and "Prior Palm Mortuary Nonelective Contribution" are added to Section 1.1, which provide as follows:

A "Prior Palm Mortuary Matching Contribution" means any matching contribution transferred to the Plan as a result of the merger of the Retirement Savings Plan of Palm Mortuary, Inc.

Plan#002                     1                     Contract#51344

A "Prior Palm Mortuary Nonelective Contribution" means any nonelective employer contribution transferred to the Plan as a result of the merger of the Retirement Savings Plan of Palm Mortuary, Inc.

4.Section 6.9 of the Plan is amended to provide as follows:

6.9Vesting of Employer Contributions

A Participant's vested interest in his Nonelective and Matching Contributions Sub-Accounts shall be zero percent until the Participant has completed 3 years of Vesting Service at which time his vested interest in his Nonelective and Matching Contributions Sub-Accounts shall be 100 percent.

A Participant's vested interest in his Prior Palm Mortuary Matching Contributions Sub-Account shall be at all times 100%.

A Participant's vested interest in his Prior Palm Mortuary Nonelective Contributions Sub-Account shall be determined in accordance with the following schedule:

Years of Vesting Service	Vested Interest
Less than 1	—%
1, but less than 2	20%
2, but less than 3	40%
3, but less than 4	60%
4, but less than 5	80%
5 or more	100%

5.Section 12.9(b) of the Plan is amended to provide as follows:

(b) Maximum Number of Outstanding Loans: A Participant may not have more than two outstanding loans at any time. A Participant with two outstanding loans may not apply for another loan until all but one of the existing loans is repaid in full and may not refinance an existing loan or obtain a third loan for the purpose of paying off an existing loan. The provisions of this paragraph shall not apply to any loans made prior to the effective date of this amendment and restatement or made under the provisions of a prior plan before the date such plan was merged into the Plan; provided, however, that any such loan shall be taken into account in determining whether a Participant may apply for a new loan hereunder.

6.Section 12.10 of the Plan is amended to provide as follows:

12.10Prior Loans

Notwithstanding any other provision of this Article to the contrary, any loan made under the provisions of the Plan as in effect prior to this amendment and restatement or made under the provisions of a prior plan before the date such plan was merged into the Plan shall be administered in accordance with the provisions of the note reflecting such loan and shall remain outstanding until repaid in accordance with its terms.

Plan#002                     2                     Contract#51344

7.Section 13.6 of the Plan is amended to provide as follows:

13.6Hardship Withdrawals

A Participant who is employed by an Employer or a Related Company and who is determined by the Administrator to have incurred a hardship in accordance with the provisions of this Article may elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his vested interest in any of the following Sub-Accounts:

• his 401(k) Contributions Sub-Account, excluding any income credited to such Sub-Account.

• his Rollover Contributions Sub-Account.

• his Nonelective Contributions Sub-Account.

• his Matching Contributions Sub-Account.

• his Prior Palm Mortuary Matching Contributions Sub-Account.

• his Prior Palm Mortuary Nonelective Contribution Sub-Account.

8. A new Section14.5 is added to Article XIV which provides as follows:

14.5Separate Accounting for Non-Vested Amounts

If as of a Participant's Settlement Date the Participant's vested interest in his Employer Contributions Sub-Account is less than 100 percent, that portion of his Employer Contributions Sub-Account that is not vested shall be accounted for separately from the vested portion and shall be disposed of as provided in the following Section. If prior to such Settlement Date the Participant received a distribution under the Plan and the non-vested portion of his Employer Contributions Sub-Account was not forfeited as provided in the following Section, his vested interest in his Employer Contributions Sub-Account shall be an amount ("X") determined by the following formula:

X = P(AB + D) - D

For purposes of the formula:

P =The Participant's vested interest in his Employer Contributions Sub-Account on the date distribution is to be made.

AB =The balance of the Participant's Employer Contributions Sub-Account as of the Valuation Date immediately preceding the date distribution is to be made.

D =The amount of all prior distributions from the Participant's Employer Contributions Sub-Account. Amounts deemed to have been distributed to a Participant pursuant to Code Section 72(p), but which have not actually been offset against the Participant's Account balance shall not be considered distributions hereunder.

Plan#002                     3                     Contract#51344

9.Section 16.1 of the Plan is amended to provide as follows:

16.1Form of Payment

Distribution shall be made to a Participant, or his Beneficiary, if the Participant has died, in a single sum payment.

Notwithstanding any other provision of the Plan or the "merged plan" (as defined in the Preamble) to the contrary, the form of payment described in the preceding paragraph shall be the only form of payment available for the portion of a Participant's Account attributable to amounts transferred to the Plan from the Retirement Savings Plan of Palm Mortuary, Inc.

* * *

	EXECUTED at	SCI		,	this	25th	day of
March		,	2010	.

SERVICE CORPORATION INTERNATIONAL

By:	/s/ Jane D. Jones
Title:		Vice President, Human Resources

Plan#002                     4                     Contract#51344

SECOND AMENDMENT

TO

SCI 401(k) RETIREMENT SAVINGS PLAN

January 1, 2009 Restatement

The SCI 401(k) Retirement Savings Plan, originally effective as of July 1, 2000, as presently maintained under an amendment and restatement made effective as of January 1, 2009, as amended, is hereby further amended, effective as of March 26, 2010, by amending the definition of "Predecessor Employer" in Section 1.1 to provide as follows:

A "Predecessor Employer" means any company that is a predecessor organization to an Employer under the Code, provided that the Employer maintains a plan of such predecessor organization. In addition, the following shall be treated as Predecessor Employer(s) for purposes of crediting Eligibility and Vesting Service under the Plan: OPI, with respect to the Employees identified in Addendum B, Wilson Financial Group, other than the Kelly Funeral Home, Inc. division, and Keystone Group.

* * *

	EXECUTED at	Houston		,	Texas	this	13th	day of
May		,	2010	.

SERVICE CORPORATION INTERNATIONAL

By:	/s/ Jane D. Jones
Title:		Vice President, Human Resources

Plan#002                     1                     Contract#51344

THIRD AMENDMENT

TO

SCI 401(k) RETIREMENT SAVINGS PLAN

January 1, 2009 Restatement

The SCI 401(k) Retirement Savings Plan, originally effective as of July 1, 2000, as presently maintained under an amendment and restatement made effective as of January 1, 2009, as amended, is hereby further amended, effective as of January 1, 2011, in the following respects:

1.A new paragraph is added at the end of the Plan's Preamble which provides as follows:

Effective as of January 1, 2011 (the "merger date"), the WFG Employee Savings Plan (the "merged plan") is merged into the Plan. All assets and liabilities of the "merged plan" are transferred to and made a part of the Plan. Each Covered Employee who was eligible to participate in the "merged plan" immediately prior to the "merger date" shall continue to be eligible to participate in the Plan on and after the "merger date". In no event shall a Participant's vested interest in his Sub-Accounts attributable to amounts transferred to the Plan from the "merged plan" on and after the "merger date" be less than his vested interest in his account under the "merged plan" immediately prior to the "merger date". Notwithstanding any other provision of the Plan to the contrary, a Participant's service credited for eligibility and vesting purposes under the "merged plan" as of the "merger date", if any, shall be included as Eligibility and Vesting Service under the Plan to the extent Eligibility and Vesting Service are credited under the Plan; provided, however, that inclusion of such service shall not duplicate the Eligibility and Vesting Service otherwise credited under the Plan for periods prior to the "merger date".

2.New definitions of "Prior WFG Matching Contribution" and "Prior WFG Nonelective Contribution" are added to Section 1.1 of the Plan which provide as follows:

A "Prior WFG Matching Contribution" means any matching contribution transferred to the Plan as a result of the merger of the WFG Employee Savings Plan.

A "Prior WFG Nonelective Contribution" means any nonelective employer contribution transferred to the Plan as a result of the merger of the WFG Employee Savings Plan.

3.The second paragraph of Section 6.9 of the Plan is amended to provide as follows:

A Participant's vested interest in his Prior Palm Mortuary Matching Contributions Sub-Account, his Prior WFG Matching Contributions Sub-Account, and his Prior WFG Nonelective Contributions Sub-Account shall be at all times 100%.

Plan#002                     1                     Contract#51344

4.Section 13.2 of the Plan is amended to provide as follows:

13.2Non-Hardship Withdrawals of Restricted Contributions

A Participant who is employed by an Employer or a Related Company and who has attained age 59 1/2 may elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his vested interest in any of the following Sub-Accounts:

• his 401(k) Contributions Sub-Account.

• his Prior WFG Matching Contributions Sub-Account.

• his Prior WFG Nonelective Contributions Sub-Account.

5.Section 13.6 of the Plan is amended to provide as follows:

13.6Hardship Withdrawals

A Participant who is employed by an Employer or a Related Company and who is determined by the Administrator to have incurred a hardship in accordance with the provisions of this Article may elect, subject to the limitations and conditions prescribed in this Article, to make a cash withdrawal from his vested interest in any of the following Sub-Accounts:

• his 401(k) Contributions Sub-Account, excluding any income credited to such Sub-Account.

• his Rollover Contributions Sub-Account.

• his Nonelective Contributions Sub-Account.

• his Matching Contributions Sub-Account.

• his Prior Palm Mortuary Matching Contributions Sub-Account.

• his Prior Palm Mortuary Nonelective Contribution Sub-Account.

• his Prior WFG Matching Contributions Sub-Account.

• his Prior WFG Nonelective Contributions Sub-Account.

6.Section 16.1 of the Plan is amended to provide as follows:

16.1Form of Payment

Distribution shall be made to a Participant, or his Beneficiary, if the Participant has died, in a single sum payment.

Notwithstanding any other provision of the Plan or the "merged plan" (as defined in the Preamble) to the contrary, the form of payment described in the preceding paragraph shall be the only form of payment available for the portion of a Participant's Account attributable to amounts transferred to the Plan from the Retirement Savings Plan of Palm Mortuary, Inc.

Plan#002                     2                     Contract#51344

Notwithstanding the foregoing, a former participant in the WFG Employee Savings Plan ("WFG Plan") who was receiving installment payments under the WFG Plan as of January 1, 2011, shall continue to receive distribution of the portion of his Account attributable to amounts transferred to the Plan from the WFG Plan in such optional form until such time as the Participant elects to receive distribution of his remaining Account balance in a single sum payment. Any such installment payment made under the Plan shall be subject to Section 15.3 and shall be made and administered in accordance with the provisions of the WFG Plan in effect on December 31, 2010. A former participant in the WFG Plan who was not receiving installment payments under the WFG Plan as of January 1, 2011, may not elect installment payments as an optional form of distribution for any portion of his Account, including the portion of his Account attributable to amounts transferred to the Plan from the WFG Plan.

7.Section 16.2(b) of the Plan is amended to provide as follows:

(b) An "eligible rollover distribution" means any distribution of all or any portion of the balance of a Participant's Account; provided, however, that an eligible rollover distribution does not include the following:

(i) any distribution to the extent such distribution is required under Code Section 401(a)(9);

(ii) any distribution that is one of a series of substantially equal periodic payments made not less frequently than annually for the life or life expectancy of the "qualified distributee" or the joint lives or life expectancies of the "qualified distributee" and the "qualified distributee's" designated beneficiary, or for a specified period of ten years or more; and

(iii) any hardship withdrawal made in accordance with the provisions of Article XIII.

* * *

	EXECUTED at	Houston		,	Texas	this	14th	day of
December		,	2010	.

SERVICE CORPORATION INTERNATIONAL

By:	/s/ Jane D. Jones
Title:		Vice President, Human Resources

Plan#002                     3                     Contract#51344

EX-12.1

Exhibit 12.1

SERVICE CORPORATION INTERNATIONAL

RATIO OF EARNINGS TO FIXED CHARGES

(In thousands, except ratio amounts)

	Twelve months ended December 31,
	2012		2011		2010		2009		2008
Earnings:
Pretax income	$	245,683	$	225,636	$	219,459	$	199,368	$	163,295
Add fixed charges as adjusted (from below)	142,634		140,798		135,137		135,341		141,924
	$	388,317	$	366,434	$	354,596	$	334,709	$	305,219
Fixed charges:
Interest expense:
Corporate	$	130,163	$	129,346	$	123,930	$	121,406	$	130,701
Amortization of deferred financing costs	4,905		4,436		4,266		7,575		3,573
1/3 of rental expense	7,566		7,016		6,941		6,360		7,650
Fixed charges	$	142,634	$	140,798	$	135,137	$	135,341	$	141,924
Ratio (earnings divided by fixed charges)	2.72		2.60		2.62		2.47		2.15

EX-21.1

Exhibit 21.1

SUBSIDIARIES OF THE COMPANY

February 1, 2013

Ownership

_____________________________________________________________________________________________

ALABAMA

SCI Funeral Services, LLC (Iowa LLC) Alabama subsidiary

SCI Alabama Funeral Services, LLC-------------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) Alabama subsidiary

Advanced Planning (Alabama), Inc.--------------------------------------------------------------------100%

ALASKA

SCI Funeral Services, LLC (Iowa LLC) Alaska subsidiary

SCI Alaska Funeral Services, Inc.-----------------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) Alaska subsidiary

Alderwoods (Alaska), Inc.--------------------------------------------------------------------------------100%

ARIZONA

SCI Funeral Services, LLC (Iowa LLC) Arizona subsidiary

SCI Arizona Funeral Services, Inc.---------------------------------------------------------------------100%

SCI International, LLC (DE LLC)

SCI Cerberus, LLC (DE LLC)

Keystone America, Inc. (DE Corp) Arizona subsidiary

Gila Mountain Development Co., Inc.--------------------------------------------100%

ARKANSAS

SCI Funeral Services, LLC (Iowa LLC) Arkansas subsidiary

SCI Arkansas Funeral Services, Inc. -------------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) Arkansas subsidiary

Alderwoods (Arkansas), Inc.-----------------------------------------------------------------------------100%

CALIFORNIA

SCI Funeral Services, LLC (Iowa LLC) California subsidiaries

SCI California Funeral Services, Inc.-------------------------------------------------------------------100%

Mount Vernon Memorial Park----------------------------------------------------------------100%

SCI Special, Inc. (DE Corp)

SCI Administrative Services, LLC (DE LLC)

SCI Management L.P.-(DE LP) California subsidiary

SCI Western Market Support Center, Inc.----------------------------------------100%

SCI Capital Corporation (DE Corp)

SCI Capital Holdings, Inc. (DE Corp)

The Neptune Society, Inc. (FL Corp) California subsidiaries

Alameda Cremations, Inc.----------------------------------------------------------100%

Neptune Society of America, Inc.-------------------------------------------------100%

Heritage Alternatives, Inc.-----------------------------------------------100%

Neptune Management Corp.---------------------------------------------100%

Trident Society of America, Inc.---------------------------------------------------100%

Wilson Financial Group, Inc. (DE Corp)

Wilson Holdings, Inc. (TX Corp) California subsidiaries

Cooley & Riolo Mortuary, Inc.------------------------------------------100%

Thompson Funeral Home, Inc.------------------------------------------100%

WFG-Fuller Funerals, Inc.-----------------------------------------------100%

Wilson-Bannon Mortuary, Inc.------------------------------------------100%

Camellia Memorial Lawn, Inc.------------------------------------------100%

Alderwoods Group, LLC (DE LLC) California subsidiaries

Alderwoods Group (California), Inc.-------------------------------------------------------------------100%

Advance Funeral Insurance Services---------------------------------------------------------100%

Alderwoods (Texas), Inc.---------------------------------------------------------------------------------100%

Directors Succession Planning, Inc.---------------------------------------------------------------------100%

Directors Succession Planning II, Inc.------------------------------------------------------------------100%

Earthman Holdings, Inc. (TX Corp) California subsidiary

Earthman LP, Inc.-------------------------------------------------------------------------------100%

Rose Hills Holdings Corp. (DE Corp)

Rose Hills Company (DE Corp) California subsidiary

RH Mortuary Corporation----------------------------------------------------------100%

RH Cemetery Corp. (DE Corp) California subsidiary

Workman Mill Investment Company-----------------------------------100%

DSP General Partner, Inc. (TX Corp) California subsidiary

DSP General Partner II, Inc.-------------------------------------------------------------------100%

S & H Properties and Enterprises, Inc. (WA Corp) California subsidiaries

Universal Memorial Centers V, Inc.---------------------------------------------------------100%

Universal Memorial Centers VI, Inc.--------------------------------------------------------100%

COLORADO

SCI Funeral Services, LLC (Iowa LLC) Colorado subsidiary

SCI Colorado Funeral Services, Inc.--------------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) Colorado subsidiary

Alderwoods (Colorado), Inc.-----------------------------------------------------------------------------100%

SCI Special, Inc. (DE Corp)

SCI Capital Corporation (DE Corp)

SCI Capital Holdings, Inc. (DE Corp)

The Neptune Society, Inc. (FL Corp)

Neptune Society of America, Inc. (CA Corp)

Neptune Management Corp. (CA Corp) Colorado sub

Neptune Cremations of Colorado, Inc.-----------100%

CONNECTICUT

SCI Funeral Services, LLC (Iowa LLC) Connecticut subsidiary

SCI Connecticut Funeral Services, LLC---------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) Connecticut subsidiary

Alderwoods (Connecticut), Inc.-------------------------------------------------------------------------51.8%

Alderwoods (New York), LLC (NY LLC)Connecticut subsidiary

Alderwoods (Connecticut), Inc.--------------------------------------------------------------48.2%

DELAWARE

Christian Funeral Services, Inc.------------------------------------------------------------------------------------100%

SCI Funeral Services, LLC (Iowa LLC)

Affiliated Family Funeral Service, Inc. (MA Corp) Delaware subsidiaries

ECI-Rapino Memorial Home, Inc.-------------------------------------------------------------49%

ECI Services of Maine, Inc.------------------------------------------------------------------------------100%

ECI Services of New Hampshire, Inc.------------------------------------------------------------------100%

LHT Consulting Group, LLC----------------------------------------------------------------------------100%

MCH Wilson, Inc.-----------------------------------------------------------------------------------------100%

Memorial Guardian Plans, Inc.--------------------------------------------------------------------------100%

SCI California Funeral Services, Inc. (CA Corp) Delaware subsidiaries

California Cemetery and Funeral Services, LLC----------------------------------------------5%

ECI Capital Corporation--------------------------------------------------------------------------------100%

California Cemetery and Funeral Services, LLC--------------------------------------------95%

SCI Georgia Funeral Services, Inc.---------------------------------------------------------------------100%

SCI Services (Alabama), Inc.-----------------------------------------------------------------100%

SCI Indiana Funeral Services, Inc.----------------------------------------------------------------------100%

SCI Iowa Funeral Services, Inc. (IA Corp) Delaware subsidiary

SCI Iowa Finance Company------------------------------------------------------------------100%

SCI Maryland Funeral Services, Inc. (MD Corp) Delaware subsidiary

ECI Cemetery Services of Maryland, LLC--------------------------------------------------100%

SCI Pennsylvania Funeral Services, Inc.(PA Corp)Delaware subsidiary

Saul-Gabauer Funeral Home, Inc.------------------------------------------------------------100%

SCI Texas Funeral Services, Inc.------------------------------------------------------------------------100%

CemCare, Inc. ----------------------------------------------------------------------------------100%

PSI Funding, Inc.-------------------------------------------------------------------------------100%

SCI Virginia Funeral Services, Inc. (VA Corp) Delaware subsidiary

SCI Loan Services, LLC-----------------------------------------------------------------------100%

Trust Advisors, Inc ----------------------------------------------------------------------------------------100%

Salvatore Air Transportation Corp. --------------------------------------------------------------------------------100%

OFTC, Inc. ------------------------------------------------------------------------------------------------------------100%

SCI Financial Services, Inc.-----------------------------------------------------------------------------------------100%

Making Everlasting Memories, L.L.C. -----------------------------------------------------------------100%

SCI Investment Services, Inc.----------------------------------------------------------------------------100%

SCI International, LLC ----------------------------------------------------------------------------------------------100%

SCI Cerberus, LLC----------------------------------------------------------------------------------------100%

Service Corporation International (Canada) ULC (BC ULC) DE subsidiary

SCI Funeral & Cemetery Purchasing Cooperative, Inc. ------------------------------------25%

SCI Special, Inc.------------------------------------------------------------------------------------------------------100%

SCI Administrative Services, LLC- General Partner of ---------------------------------------------100%

SCI Management L.P.-----------------------------------------------------------------------------1%

Remembrance Memorial Traditions, LLC- Limited Partner of-------------------------------------100%

SCI Management L.P.---------------------------------------------------------------------------99%

Dignity Memorial Network, Inc.--------------------------------------------------100%

SCI Western Market Support Center, Inc. (CA Corp)

SCI Funeral & Cemetery Purchasing Cooperative, Inc.--------------25%

SCI EOps HQ, Inc. (NY Corp)

SCI Eastern Market Support Center, L.P. (TX LP)                     

SCI Funeral & Cemetery Purchasing Cooperative,Inc-----25%

SCI Houston Hub, Inc. (TX Corp)

SCI Houston Market Support Center, L.P. (TX LP)

SCI Funeral & Cemetery Purchasing Cooperative, Inc. ---25%

SCI Capital Corporation----------------------------------------------------------------------------------100%

Piney Grove, LLC------------------------------------------------------------------------------100%

Stormy Sky, LLC-------------------------------------------------------------------------------100%

SCI Capital Holdings, Inc.---------------------------------------------------------------------100%

Wilson Financial Group, Inc. ----------------------------------------------------53.30%

Amistad Corporation------------------------------------------------------100%

Wilson Holdings, Inc. (TX Corp) Delaware subsidiary

M.J. Edwards Hillside Chapel, Inc.--------------------------100%

Alderwoods Group, LLC--------------------------------------------------------------------------------------------100%

Alderwoods (Mississippi), Inc.--------------------------------------------------------------------------100%

American Burial and Cremation Centers, Inc.---------------------------------------------------------100%

H. P. Brandt Funeral Home, Inc. ------------------------------------------------------------------------100%

Osiris Holding Corporation ------------------------------------------------------------------------------100%

Rose Hills Holdings Corp.--------------------------------------------------------------------------------100%

Rose Hills Company----------------------------------------------------------------------------100%

RH Cemetery Corp.------------------------------------------------------------------100%

SCI International, LLC (DE LLC)

SCI Cerberus, LLC (DE LLC)

Keystone Advance Planning, Inc.------------------------------------------------------------100%

Keystone America, Inc.------------------------------------------------------------------------100%

Keystone Indiana, Inc.---------------------------------------------------------------100%

Keystone Kentucky, Inc. -------------------------------------------------------------99%

Keystone Michigan, Inc.------------------------------------------------------------100%

Healy-Hahn Funeral Properties, Inc.----------------------------------------------100%

HHFP, Inc.----------------------------------------------------------------------------100%

DISTRICT OF COLUMBIA

SCI Funeral Services, LLC (Iowa LLC) DC subsidiaries

Joseph Gawler's Sons, LLC------------------------------------------------------------------------------ 99%

Witzke Funeral Homes, Inc.-----------------------------------------------------------------------------100%

FLORIDA

SCI Funeral Services, LLC (Iowa LLC) Florida subsidiary

SCI Funeral Services of Florida, Inc.---------------------------------------------------------------------99%

Florida Marker, LLC---------------------------------------------------------------------------100%

Oaklawn Cemetery Association--------------------------------------------------------------100%

WPALM, Inc.-----------------------------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC)

Alderwoods (Minnesota), Inc. (MN Corp) Florida subsidiary

SCI Funeral Services of Florida, Inc.-----------------------------------------------------------1%

Osiris Holding Corporation (DE Corp) Florida subsidiary

Osiris Holding of Florida, Inc.----------------------------------------------------------------100%

SCI Special, Inc. (DE Corp)

SCI Capital Corporation (DE Corp)

SCI Capital Holdings, Inc. (DE Corp) Florida subsidiary

The Neptune Society, Inc.------------------------------------------------------------70%

Neptune Insurance Agency, Inc.----------------------------------------100%

Neptune Society of America, Inc. (CA Corp)

Neptune Management Corp. (CA Corp)

NCS Marketing Services, LLC--------------------100%

Wilson Financial Group, Inc. (DE Corp)

Wilson Holdings, Inc. (TX Corp) Florida subsidiaries

A.B. Coleman Mortuary, Inc.---------------------------------100%

Holmes Funeral Directors, Inc.-------------------------------100%

GEORGIA

Alderwoods Group, LLC (DE LLC) Georgia subsidiary

Alderwoods (Georgia), Inc.------------------------------------------------------------------------------100%

HAWAII

SCI Funeral Services, LLC (Iowa LLC) Hawaii subsidiaries        

Hawaiian Memorial Life Plan, Ltd.---------------------------------------------------------------------100%

IDAHO

Alderwoods Group, LLC (DE LLC) Idaho subsidiary

Alderwoods (Idaho), Inc.---------------------------------------------------------------------------------100%

ILLINOIS

SCI Funeral Services, LLC (Iowa LLC) Illinois subsidiary

SCI Illinois Services, Inc.--------------------------------------------------------------------------------100%

Lake View Memorial Gardens, Inc.----------------------------------------------------------100%

SCI Funeral Services of Florida, Inc. (FL Corp), Illinois subsidiary

Alderwoods (Chicago North), Inc.-------------------------------------------------------------56%

Alderwoods Group, LLC (DE LLC) Illinois subsidiaries

Alderwoods (Illinois), Inc.-------------------------------------------------------------------------------100%

Alderwoods (Chicago Central), Inc.-----------------------------------------------------------71%

Woodlawn Memorial Park, Inc.----------------------------------------------------100%

Chicago Cemetery Corporation---------------------------------------------------------------100%

Mount Auburn Memorial Park, Inc.----------------------------------------------------------100%

Alderwoods (Chicago North), Inc.--------------------------------------------------------------1%

Alderwoods (Chicago North), Inc.-----------------------------------------------------------------------43%

Osiris Holding Corporation (DE Corp) Illinois subsidiary

Alderwoods (Chicago Central), Inc.-----------------------------------------------------------29%

Elmwood Acquisition Corporation-----------------------------------------------------------100%

Oakwoods Cemetery Association ------------------------------------------------------------100%

Pineview Memorial Park, Inc. ---------------------------------------------------------------------------100%

Ridgewood Cemetery Company, Inc.-------------------------------------------------------------------100%

Ruzich Funeral Home, Inc.-------------------------------------------------------------------------------100%

Woodlawn Cemetery of Chicago, Inc.------------------------------------------------------------------100%

INDIANA

Alderwoods Group, LLC (DE LLC) Indiana subsidiaries

Advance Planning of America, Inc.---------------------------------------------------------------------100%

Alderwoods (Indiana), Inc.------------------------------------------------------------------------------88.5%

Alderwoods (Tennessee), LLC (TN LLC) Indiana subsidiary

Alderwoods (Indiana), Inc.-------------------------------------------------------------------11.5%

SCI Special, Inc. (DE Corp)

SCI Capital Corporation (DE Corp)

SCI Capital Holdings, Inc. (DE Corp)

Wilson Financial Group, Inc. (DE Corp)

Wilson Holdings, Inc. (TX Corp) Indiana subsidiary

WFG-Williams & Bluitt Funeral Home, Inc.---------------100%

IOWA

SCI Funeral Services, LLC -----------------------------------------------------------------------------------------100%

SCI Iowa Funeral Services, Inc.-------------------------------------------------------------------------100%

KANSAS

SCI Funeral Services, LLC (Iowa LLC) Kansas subsidiary

SCI Kansas Funeral Services, Inc.----------------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) Kansas subsidiary

Alderwoods (Kansas), Inc.-------------------------------------------------------------------------------100%

KENTUCKY

SCI Funeral Services, LLC (Iowa LLC) Kentucky subsidiary

SCI Kentucky Funeral Services, Inc.---------------------------------------------------------------------99%

Alderwoods Group, LLC (DE LLC) Kentucky subsidiaries

Alderwoods (Partner), Inc.-------------------------------------------------------------------------------100%

LOUISIANA

SCI Funeral Services, LLC (Iowa LLC) Louisiana subsidiary

SCI Louisiana Funeral Services, Inc.-------------------------------------------------------------------100%

MARYLAND

SCI Funeral Services, LLC (Iowa LLC) Maryland subsidiaries

SCI Maryland Funeral Services, Inc. -------------------------------------------------------------------100%

BAMFH, Inc.------------------------------------------------------------------------------------100%

Burgee-Henss-Seitz Funeral Home, Inc. ----------------------------------------------------100%

Charles S. Zeiler & Son, Inc.------------------------------------------------------------------100%

Danzansky-Goldberg Memorial Chapels, Inc.----------------------------------------------100%

Edward Sagel Funeral Direction, Inc.--------------------------------------------------------100%

Fleck Funeral Home, Inc.----------------------------------------------------------------------100%

Gary L. Kaufman Funeral Home at

Meadowridge Memorial Park, Inc.------------------------------------------------100%

Gary L. Kaufman Funeral Home Southwest, Inc.------------------------------------------100%

George Washington Cemetery Company, LLC---------------------------------------------100%

Lemmon Funeral Home of Dulaney Valley, Inc. -------------------------------------------100%

Loring Byers Funeral Directors, Inc.---------------------------------------------------------100%

Miller-Dippel Funeral Home, Inc.------------------------------------------------------------100%

Moran-Ashton Funeral Home, Inc.-----------------------------------------------------------100%

National Cremation Service, Inc.-------------------------------------------------------------100%

Sterling-Ashton-Schwab Funeral Home, Inc.-----------------------------------------------100%

Sterling-Ashton-Schwab-Witzke Funeral Home

of Catonsville, Inc.-------------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) Maryland subsidiary

Alderwoods (Maryland), Inc.----------------------------------------------------------------------------100%

SCI International, LLC (DE LLC)

SCI Cerberus, LLC (DE LLC)

Keystone America, Inc. (DE Corp) Maryland subsidiaries

Schimunek Funeral Home, Inc.----------------------------------------------------100%

The Schimunek Funeral Home of Bel Air, Inc.-----------------------100%

MASSACHUSETTS

SCI Funeral Services, LLC (Iowa LLC) Massachusetts subsidiaries

Affiliated Family Funeral Service, Inc.-----------------------------------------------------------------100%

AFFS Boston, Inc.--------------------------------------------------------------------------------10%

AFFS Brookline, Inc. --------------------------------------------------------------------------- 25%

AFFS North, Inc. -------------------------------------------------------------------------------- 42%

AFFS Norwood, Inc.---------------------------------------------------------------------------- 45%

AFFS Quincy, Inc. ------------------------------------------------------------------------------ 11%

AFFS Southcoast East, Inc.-------------------------------------------------------------------- 22%

AFFS Southcoast West, Inc. ------------------------------------------------------------------- 11%

AFFS West, Inc. --------------------------------------------------------------------------------- 37%

Perlman Funeral Home, Inc.------------------------------------------------------------------- 30%

Stanetsky Memorial Chapels, Inc.-------------------------------------------------------------33%

Sullivan Funeral Homes, Inc.-------------------------------------------------------------------12%

Alderwoods Group, LLC (DE LLC) Massachusetts subsidiaries

Cuffe-McGinn Funeral Home, Inc.---------------------------------------------------------------------- 39%

Doane Beal & Ames, Inc.--------------------------------------------------------------------------------- 36%

Ernest A. Richardson Funeral Home, Inc.-------------------------------------------------------------- 49%

Alderwoods (Massachusetts), Inc.-----------------------------------------------------------------------100%

SCI International, LLC (DE LLC)

SCI Cerberus, LLC (DE LLC)

Keystone America, Inc. (DE Corp) Mass. subsidiary

Nickerson-Bourne Funeral Homes, Inc.------------------------------------------- 49%

MICHIGAN

SCI Funeral Services, LLC (Iowa LLC) Michigan subsidiary

SCI Michigan Funeral Services, Inc.--------------------------------------------------------------------100%

SCI Virginia Funeral Services, Inc. (VA Corp) Michigan subsidiaries

AMG, Inc.----------------------------------------------------------------------------------------100%

WMP, Inc. ---------------------------------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) Michigan subsidiary

Alderwoods (Michigan), Inc. ----------------------------------------------------------------------------100%

MINNESOTA

SCI Funeral Services, LLC (Iowa LLC) Minnesota subsidiaries

SCI Minnesota Funeral Services, Inc.------------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) Minnesota subsidiary

Alderwoods (Minnesota), Inc.---------------------------------------------------------------------------100%

MISSISSIPPI

SCI Funeral Services, LLC (Iowa LLC) Mississippi subsidiary

SCI Mississippi Funeral Services, Inc. -----------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) Mississippi subsidiaries

Family Care, Inc. ------------------------------------------------------------------------------------------100%

Alderwoods (Mississippi), Inc. (DE Corp) Mississippi subsidiaries

Stephens Burial Association, Inc. ------------------------------------------------------------100%

Stephens Funeral Benefit Association, Inc. -------------------------------------------------100%

Stephens Funeral Fund, Inc.-------------------------------------------------------------------100%

MISSOURI

SCI Funeral Services, LLC (Iowa LLC) Missouri subsidiaries

SCI Missouri Funeral Services, Inc.--------------------------------------------------------------------100%

Memorial Guardian Plans, Inc.---------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) Missouri subsidiary

Alderwoods (Missouri), Inc.-----------------------------------------------------------------------------100%

MONTANA

Alderwoods Group, LLC (DE LLC) Montana subsidiary

Alderwoods (Montana), Inc.-----------------------------------------------------------------------------100%

NEBRASKA

SCI Funeral Services, LLC (Iowa LLC) Nebraska subsidiary

SCI Nebraska Funeral Services, Inc.--------------------------------------------------------------------100%

NEVADA

Alderwoods Group, LLC (DE LLC) Nevada subsidiary

Alderwoods (Nevada), Inc.-------------------------------------------------------------------------------100%

Knauss Enterprises Limited Liability Company--------------------------------------------100%

Palm Mortuary, Inc. ----------------------------------------------------------------------------100%

NEW HAMPSHIRE

Alderwoods Group, LLC (DE LLC) New Hampshire subsidiaries

McHugh Funeral Home, Inc.-----------------------------------------------------------------------------100%

Robert Douglas Goundrey Funeral Home, Inc.--------------------------------------------------------100%

St. Laurent Funeral Home, Inc.--------------------------------------------------------------------------100%

Alderwoods (Massachusetts), Inc. - New Hampshire subsidiary

ZS Acquisition, Inc. ----------------------------------------------------------------------------100%

NEW JERSEY

SCI Funeral Services, LLC (Iowa LLC) New Jersey subsidiaries

SCI New Jersey Funeral Services, Inc.-----------------------------------------------------------------100%

Garden State Crematory, Inc. -----------------------------------------------------------------100%

Wien & Wien, Inc.------------------------------------------------------------------------------100%

SCI International, LLC (DE Corp)

SCI Cerberus, LLC (DE Corp)

Keystone America, Inc. (DE Corp) New Jersey subsidiary

Zarro Funeral Home-----------------------------------------------------------------100%

NEW MEXICO

SCI Funeral Services, LLC (Iowa LLC) New Mexico subsidiary

SCI New Mexico Funeral Services, Inc. ---------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) New Mexico subsidiary

Alderwoods (New Mexico), Inc. ------------------------------------------------------------------------100%

NEW YORK

SCI Funeral Services, LLC (Iowa LLC) New York subsidiaries

SCI Funeral Services of New York, Inc. ---------------------------------------------------------------100%

Alderwoods (New York), LLC ---------------------------------------------------------------100%

Chas. Peter Nagel, LLC------------------------------------------------------------------------100%

I. J. Morris, LLC--------------------------------------------------------------------------------100%

New York Funeral Chapels, LLC ------------------------------------------------------------100%

New York Marker, LLC -----------------------------------------------------------------------100%

Thomas M. Quinn & Sons, LLC--------------------------------------------------------------100%

SCI Special, Inc. (DE Corp)

SCI Administrative Services, LLC (DE LLC)

SCI Management L.P.-(DE LP) New York subsidiary

SCI EOps HQ, Inc.-------------------------------------------------------------------100%

NORTH CAROLINA

SCI Funeral Services, LLC (Iowa LLC) North Carolina subsidiary

SCI North Carolina Funeral Services, LLC------------------------------------------------------------100%

SCI Special, Inc. (DE Corp)

SCI Capital Corporation (DE Corp)

SCI Capital Holdings, Inc. (DE Corp)

Wilson Financial Group, Inc. (DE Corp)

Wilson Holdings, Inc. (TX Corp) N. Carolina subsidiary

Hamilton Funeral Chapel, Inc.--------------------------------100%

Alderwoods Group, LLC (DE LLC) North Carolina subsidiaries

Alderwoods (North Carolina), Inc.---------------------------------------------------------------------48.8%

Westminster Gardens, Inc.---------------------------------------------------------------------100%

Carothers Holding Company, LLC----------------------------------------------------------------------100%

Alderwoods (North Carolina), Inc.------------------------------------------------------------0.7%

MFH, L.L.C.-------------------------------------------------------------------------------------100%

Lineberry Group, Inc.-------------------------------------------------------------------------------------100%

Alderwoods (North Carolina), Inc.------------------------------------------------------------0.5%

Alderwoods (Georgia), Inc. (GA Corp) North Carolina subsidiary

Reeves, Inc.--------------------------------------------------------------------------------------100%

OHIO

SCI Funeral Services, LLC (Iowa LLC) Ohio subsidiaries

SCI Ohio Funeral Services, Inc.-------------------------------------------------------------------------100%

The Knollwood Cemetery Company---------------------------------------------------------100%

SCI Special, Inc. (DE Corp)

SCI Capital Corporation (DE Corp)

SCI Capital Holdings, Inc. (DE Corp)

Wilson Financial Group, Inc. (DE Corp)

Wilson Holdings, Inc. (TX Corp) Ohio subsidiary

Dale Funeral Home, Inc.----------------------------------------90%

WFG-Cummings and Davis, Inc.----------------------------100%

Alderwoods Group, LLC (DE LLC) Ohio subsidiaries

Alderwoods (Ohio) Cemetery Management, Inc.-----------------------------------------------------100%

Alderwoods (Ohio) Funeral Home, Inc.----------------------------------------------------------------100%

Bennett-Emmert-Szakovits Funeral Home, Inc.-------------------------------------------------------100%

OKLAHOMA

SCI Funeral Services, LLC (Iowa LLC) Oklahoma subsidiaries

SCI Oklahoma Funeral Services, Inc.------------------------------------------------------------------100%

Memorial Gardens Association---------------------------------------------------------------100%

Rose Hill Burial Park, a Trust------------------------------------------------------------------90%

Sunset Memorial Park Cemetery Trust------------------------------------------------------100%

Memorial Park Association, a Trust Estate--------------------------------------------------100%

Sunny Lane Cemetery, a Property Trust-----------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) Oklahoma subsidiary

Alderwoods (Oklahoma), Inc.---------------------------------------------------------------------------100%

OREGON

SCI Funeral Services, LLC (Iowa LLC) Oregon subsidiaries

SCI Oregon Funeral Services, Inc. ---------------------------------------------------------------------100%

Uniservice Corporation------------------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) Oregon subsidiaries

Alderwoods (Oregon), Inc.-------------------------------------------------------------------------------100%

SCI Special, Inc. (DE Corp)

SCI Capital Corporation (DE Corp)

SCI Capital Holdings, Inc. (DE Corp)

The Neptune Society, Inc. (FL Corp)

Neptune Society of America, Inc. (CA Corp)

Neptune Management Corp. (CA Corp)Oregon sub

Wilhelm Mortuary, Inc.-----------------------------100%

PENNSYLVANIA

SCI Funeral Services, LLC (Iowa LLC) Pennsylvania subsidiaries

SCI Pennsylvania Funeral Services, Inc.---------------------------------------------------------------100%

Auman Funeral Home, Inc.--------------------------------------------------------------------100%

Ed Melenyzer Co.-------------------------------------------------------------------------------100%

Funeral Service Pennsylvania, LLC----------------------------------------------------------100%

Laughlin Funeral Home, Ltd.-------------------------------------------------------100%

Robert L. Hendricks Funeral Home, Inc.-----------------------------------------100%

Rohland Funeral Home--------------------------------------------------------------100%

    Harold B. Mulligan Co., Inc.------------------------------------------------------------------100%

Theo. C. Auman, Inc. --------------------------------------------------------------------------100%

Auman's, Inc.-------------------------------------------------------------------------100%

Francis F. Seidel, Inc.---------------------------------------------------------------100%

Memorial Guardian Plans, Inc.(DE Corp) Pennsylvania subsidiary

Ensure Agency of Pennsylvania, Inc.--------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) Pennsylvania subsidiaries

Bright Undertaking Company ---------------------------------------------------------------------------100%

H. Samson, Inc.--------------------------------------------------------------------------------------------100%

Knee Funeral Home of Wilkinsburg, Inc.--------------------------------------------------------------100%

Nineteen Thirty-Five Holdings, Inc.--------------------------------------------------------------------100%

Osiris Holding Corporation (DE Corp) Pennsylvania subsidiary

Oak Woods Management Company---------------------------------------------------------100%

SCI International, LLC (DE LLC)

SCI Cerberus, LLC (DE LLC)

Keystone America, Inc. (DE Corp) Pennsylvania subsidiary

Behm Funeral Properties, Inc.------------------------------------------------------100%

RHODE ISLAND

SCI Funeral Services, LLC (Iowa LLC) Rhode Island subsidiary

SCI Rhode Island Funeral Services, LLC--------------------------------------------------------------100%

SOUTH CAROLINA

SCI Funeral Services, LLC (Iowa Corp) South Carolina subsidiary

SCI South Carolina Funeral Services, Inc.-------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) South Carolina subsidiaries

Alderwoods (South Carolina), Inc.-----------------------------------------------------------------------44%

Carothers Holding Company, LLC (NC LLC) North Carolina subsidiary

Alderwoods (South Carolina), Inc.------------------------------------------------------------56%

Alderwoods (Georgia), Inc. (GA Corp) North Carolina subsidiary

Graceland Cemetery Development Co.------------------------------------------------------100%

TENNESSEE

SCI Funeral Services, LLC (Iowa LLC) Tennessee subsidiaries

SCI Tennessee Funeral Services, LLC-----------------------------------------------------------------100%

SCI Special, Inc. (DE Corp)

SCI Capital Corporation (DE Corp)

SCI Capital Holdings, Inc. (DE Corp)

Wilson Financial Group, Inc. (DE Corp) Tennessee subsidiary

Southern Funeral Home, Inc.--------------------------------------------100%

Amistad Corporation (DE Corp) Tennessee subsidiary

Franklin-Strickland Funeral Home, Inc.---------------------100%

Wilson Holdings, Inc. (TX Corp) Tennessee subsidiaries

M. J. Edwards & Sons Funeral Home, Inc.-----------------100%

M. J. Edwards-Whitehaven Funeral Chapel, Inc.----------100%

Alderwoods Group, LLC (DE LLC) Tennessee subsidiaries

Alderwoods (Tennessee), LLC--------------------------------------------------------------------------100%

Eagle Financial Associates, Inc.-------------------------------------------------------------------------100%

TEXAS

SCI Funeral Services, LLC (Iowa LLC) Texas subsidiaries

TMJ Land, Inc.---------------------------------------------------------------------------------------------100%

SCI Texas Funeral Services, Inc. (DE Corp) Texas subsidiaries

FHC Realty, Inc.--------------------------------------------------------------------------------100%

WFG Liquidation Corporation----------------------------------------------------------------100%

Pioneer Funeral Plans, Inc.--------------------------------------------------------------------100%

SCI Special, Inc. (DE Corp)

SCI Capital Corporation (DE Corp) Texas subsidiary

SCI Capital Holdings, Inc. (DE Corp)

Wilson Financial Group, Inc. (DE Corp) Texas subsidiary

Wilson Holdings, Inc.----------------------------------------------------100%

Carl Barnes Funeral Home, Inc.------------------------------100%

Cedar Crest Funeral Home, Inc.------------------------------100%

Fuller-Sheffield Funeral Services, Inc.----------------------100%

Lincoln Funeral Home, Inc.-----------------------------------100%

Mainland Funeral Home, Inc.---------------------------------100%

Morris-Bates Funeral Home, Inc.----------------------------100%

Paradise Funeral Home, Inc.----------------------------------100%

Paradise Investment Corporation-----------------------------100%

Paradise Cemetery South, Inc.---------------------100%

Warford-Walker Mortuary, Inc. ------------------------------100%

WFG-Cristo Rey Funeral Home, Inc.-----------------------100%

WFG-Lockwood Funeral Home, Inc.------------------------100%

WFG-Nat Clark, Inc.-------------------------------------------100%

WFG-Gregory Spencer Funeral Home, Inc.----------------100%

Wilson-Lincoln Cemetery, Inc.-------------------------------100%

Carver Memorial Park, Inc.------------------------100%

Lincoln Memorial Park-----------------------------100%

SCI Administrative Services, LLC (DE LLC)

SCI Management L.P. (DE LP)- Texas subsidiaries - Limited Partner of

SCI Eastern Market Support Center, L.P.------------------------------------------99%

SCI Houston Market Support Center, L.P.-----------------------------------------99%

SCI Management L.P. (DE LP) Texas subsidiaries

SCI EOps HQ, Inc. (NY Corp) - General Partner of

SCI Eastern Market Support Center, L.P.---------------------------------1%

SCI Houston Hub, Inc.-General Partner of--------------------------------------100%

SCI Houston Market Support Center, L.P.-------------------------------1%

Alderwoods Group, LLC (DE LLC) Texas subsidiaries

DSP General Partner, Inc.--------------------------------------------------------------------------------100%

Dunwood Cemetery Service Company------------------------------------------------------------------80%

Earthman Holdings, Inc.----------------------------------------------------------------------------------100%

Alderwoods (Texas), Inc. (CA Corp) Texas subsidiary

Funeral Service, Inc.----------------------------------------------------------------------------100%

Alderwoods (Georgia), Inc. (GA Corp) Texas subsidiary

Waco Memorial Park, Inc.----------------------------------------------------------100%

UTAH

SCI Funeral Services, LLC (Iowa LLC) Utah subsidiaries

SCI Utah Funeral Services, Inc.-------------------------------------------------------------------------100%

Evans & Early Mortuary, LLC----------------------------------------------------------------100%

Wasatch Land and Improvement Company-------------------------------------------------100%

VERMONT

SCI International, LLC (DE LLC)

SCI Cerberus, LLC (DE LLC)

Keystone America, Inc. (DE Corp) Vermont subsidiary

Ker-Westerlund Funeral Home, Inc.----------------------------------------------100%

VIRGINIA

SCI Funeral Services, LLC (Iowa LLC) Virginia subsidiary    

SCI Virginia Funeral Services, Inc.---------------------------------------------------------------------100%

Memorial Guardian Plans, Inc. (DE Corp) Virginia subsidiary

Sentinel Security Plans, Inc.-------------------------------------------------------------------100%

WASHINGTON

SCI Funeral Services, LLC (Iowa LLC) Washington subsidiary

SCI Washington Funeral Services, Inc.-----------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) Washington subsidiaries

Alderwoods (Washington), Inc.-------------------------------------------------------------------------100%

S & H Properties and Enterprises, Inc.-----------------------------------------------------------------100%

Vancouver Funeral Chapel, Inc.--------------------------------------------------------------100%

Evergreen Funeral Home and Cemetery, Inc.---------------------------------------------------------100%

Green Service Corporation-------------------------------------------------------------------------------100%

WEST VIRGINIA

SCI Funeral Services, LLC (Iowa LLC) West Virginia subsidiaries

SCI West Virginia Funeral Services, Inc.--------------------------------------------------------------100%

Rosedale Cemetery Company-----------------------------------------------------------------100%

Rosedale Funeral Chapel, Inc.----------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) West Virginia subsidiary

Alderwoods (West Virginia), Inc.-----------------------------------------------------------------------100%

WISCONSIN

SCI Funeral Services, LLC (Iowa LLC) Wisconsin subsidiary

SCI Wisconsin Funeral Services, Inc.------------------------------------------------------------------100%

Alderwoods Group, LLC (DE LLC) Wisconsin subsidiaries

Alderwoods (Wisconsin), Inc.-----------------------------------------------------------------------------99%

Osiris Holding Corporation (DE Corp)Wisconsin subsidiary

Alderwoods (Wisconsin), Inc.-------------------------------------------------------------------1%

Northern Land Company, Inc.---------------------------------------------------------------------------100%

International

BARBADOS

Alderwoods Group, LLC (DE LLC)

Service Corporation International (Canada)ULC (BC ULC)--

Barbados subsidiary

Loewen Financial Corporation----------------------------------------------------------------100%

BELGIUM

SCI International, LLC (DE Corp) Belgium subsidiaries

Diana Belgium N.V.---------------------------------------------------------------------------------------100%

BRAZIL

SCI International, Limited (DE Corp)

SCI Latin America Ltd. (Cayman Co) Brazil subsidiary

Service Corporation International Brazil Limitada---(dormant)--------------------------100%

CANADA

SCI Alliance Acquisition Corporation--(Ontario Corp)--------------------------------------------------------------------100%

SCI International, LLC--(DE LLC)-------------------------------------------------------------------------------------------100%

3056269 Nova Scotia Company--(Nova Scotia Corp)----------------------------------------------------------100%

Service Corporation International Canada Funding Limited Partnership-

(Nova Scotia Partnership)----------------------------------------------------------------------------------50%

SCI Cerberus, LLC--(DE LLC)------------------------------------------------------------------------------------100%

3056271 Nova Scotia Company-(Nova Scotia Corp)------------------------------------------------100%

Service Corporation International Canada Funding Limited Partnership-

(Nova Scotia Partnership)-----------------------------------------------------------------------50%

Service Corporation International(Canada)ULC--(BC ULC)-----------------100%             

SSPI (Canada), Inc. (Canada Federal)----------------------------------100%

SCI Funeral & Cemetery Purchasing Cooperative, Inc.--

(DE Corp)--------------------------------------------------------------------25%

Advance Funeral Planning Ltd.--(SK Corp)---------------------------100%

Community Crematorium Services Limited-(SK Corp)---------------50%

First Memorial Services(1993)Ltd.-------------------------------------100%

CAYMAN ISLANDS

SCI International, LLC (DE LLC) Cayman Islands subsidiaries

SCI Latin America Ltd------------------------------------------------------------------------------------100%

SCI Cayman II Ltd.-----------------------------------------------------------------------------100%

GERMANY

SCI International, LLC (DE LLC) Germany subsidiaries

SCI D GmbH-----------------------------------------------------------------------------------------------100%

Norddeutsche Bestattungsgesellschaft mbH------------------------------------------------100%

Bestattungsinstitut Barbel Brand Gmb ------------------------------------------------------100%

Breidenstein Bestattungen GmbH------------------------------------------------------------100%

Thomas Amm GmbH --------------------------------------------------------------------------100%

LUXEMBOURG

SCI International, LLC (DE LLC) Luxembourg subsidiary

SCI Luxembourg SARL----------------------------------------------------------------------------------100%

14

MALAYSIA

SCI International, LLC (DE LLC) Malaysia subsidiaries

Enlightened Transition Sdn Bhd---(dormant)----------------------------------------------------------100%

NETHERLANDS

SCI International, LLC (DE LLC), Netherlands subsidiary

Service Corporation International Netherlands Cooperatief U.A.------------------------------------99%

Service Corporation International (BVI) Ltd. (VI Corp) Netherlands subsidiary

Service Corporation International Netherlands Cooperatief U.A. -------------------------------------1%

Roverber Holding & Finance BV-------------------------------------------------------------100%

VIRGIN ISLANDS

SCI International, LLC (DE LLC) BVI subsidiaries

Service Corporation International (BVI) Ltd. ---------------------------------------------------------100%

Service Corporation International (BVI) Limited-----------------------------------------------------100%

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S‑8 (Nos. 333-67800, 333-50084, 333-33101, 333-19863, 333-82475, 333-119681, 333-142843 and 333-174619) of Service Corporation International of our reportdated February 13, 2013 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10‑K.

/s/ PricewaterhouseCoopers LLP

Houston, Texas    

February 13, 2013

EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Eric D. Tanzberger and Gregory T. Sangalis his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2012 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 2013.

/s/ R. L. Waltrip

R. L. WALTRIP

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Eric D. Tanzberger and Gregory T. Sangalis his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2012 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 2013.

/s/ Thomas L. Ryan

THOMAS L. RYAN

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Eric D. Tanzberger and Gregory T. Sangalis his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2012 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 2013.

/s/ Eric D. Tanzberger

ERIC D. TANZBERGER

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Eric D. Tanzberger and Gregory T. Sangalis his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2012 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 2013.

/s/ Tammy R. Moore

TAMMY R. MOORE

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Eric D. Tanzberger and Gregory T. Sangalis his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2012 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 2013.

/s/ Alan R. Buckwalter, III

ALAN R. BUCKWALTER, III

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Eric D. Tanzberger and Gregory T. Sangalis his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2012 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 2013.

/s/ Anthony L. Coelho

ANTHONY L. COELHO

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Eric D. Tanzberger and Gregory T. Sangalis his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2012 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 2013.

/s/ Malcolm Gillis

MALCOLM GILLIS

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Eric D. Tanzberger and Gregory T. Sangalis his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2012 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 2013.

/s/ Victor L. Lund

VICTOR L. LUND

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Eric D. Tanzberger and Gregory T. Sangalis his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2012 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 2013.

/s/ John W. Mecom, Jr.

JOHN W. MECOM, JR.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Eric D. Tanzberger and Gregory T. Sangalis his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2012 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 2013.

/s/ Clifton H. Morris, Jr.

CLIFTON H. MORRIS, JR.

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Eric D. Tanzberger and Gregory T. Sangalis his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2012 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 2013.

/s/ W. Blair Waltrip

W. BLAIR WALTRIP

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Eric D. Tanzberger and Gregory T. Sangalis his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2012 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 2013.

/s/ Marcus A. Watts

MARCUS A. WATTS

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer or director, or both, of Service Corporation International, a Texas corporation (the "Company"), does hereby constitute and appoint Eric D. Tanzberger and Gregory T. Sangalis his true and lawful attorneys and agents (each with authority to act alone), with power and authority to sign for and on behalf of the undersigned the name of the undersigned as officer or director, or both, of the Company to the Company's Annual Report to the Securities and Exchange Commission on Form 10-K for the fiscal year of the Company ending December 31, 2012 and to any amendments thereto filed with the Securities and Exchange Commission, and to any instrument or document filed as a part of, as an exhibit to or in connection with said Report or amendments; and the undersigned does hereby ratify and confirm as his own act and deed all that said attorney and agent shall do or cause to be done by virtue hereof.

IN WITNESS WHEREOF, the undersigned has subscribed these presents this 13th day of February, 2013.

/s/ Edward E. Williams

EDWARD E. WILLIAMS

EX-31.1

Exhibit 31.1

Service Corporation International

a Texas corporation

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

Section 302 Certification

I, Thomas L. Ryan, certify that:

1. I have reviewed this annual report on Form 10-K of Service Corporation International, a Texas corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/  Thomas L. Ryan

Thomas L. Ryan
President and Chief Executive Officer
(Principal Executive Officer)

Date: February 13, 2013

EX-31.2

Exhibit 31.2

Service Corporation International

a Texas corporation

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

Section 302 Certification

I, Eric D. Tanzberger, certify that:

1. I have reviewed this annual report on Form 10-K of Service Corporation International, a Texas corporation (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/  Eric D. Tanzberger

Eric D. Tanzberger
Senior Vice President
Chief Financial Officer and Treasurer
(Principal Financial Officer)

Date: February 13, 2013

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer

I, Thomas L. Ryan, of Service Corporation International, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Annual Report on Form 10-K for the annual period ended December 31, 2012 (the “Periodic Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Service Corporation International.

/s/  Thomas L. Ryan

Thomas L. Ryan
President and Chief Executive Officer
(Principal Executive Officer)

Dated: February 13, 2013

EX-32.2

Exhibit 32.2

Certification of Principal Financial Officer

I, Eric D. Tanzberger, of Service Corporation International, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Annual Report on Form 10-K for the annual period ended December 31, 2012 (the “Periodic Report”) which this statement accompanies fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Service Corporation International.

/s/  Eric D. Tanzberger

Eric D. Tanzberger
Senior Vice President
Chief Financial Officer and Treasurer
(Principal Financial Officer)

Dated: February 13, 2013

XML

Supplementary Information Level 3 (Tables)

12 Months Ended

Dec. 31, 2012

Supplementary Information [Abstract]

Schedule of Balance Sheet, Supplemental Disclosures

The detail of certain balance sheet accounts is as follows:

	December 31,
	2012			2011
	(In thousands)
Cash and cash equivalents:
Cash	$	52,431		$	67,937
Commercial paper and temporary investments	40,277			60,632
	$	92,708		$	128,569
Receivables, net:
Notes receivable	$	976		$	1,313
Atneed funeral receivables, net of allowances of $8,590 and $7,755, respectively	73,911			77,103
Atneed cemetery receivables, net of allowances of $1,690 and $1,989, respectively	14,408			12,837
Other	16,226			12,639
	$	105,521		$	103,892
Other current assets:
Income tax receivable	$	4,805		$	8,670
Prepaid insurance	4,258			4,221
Restricted cash	1,484			4,138
Other	9,999			8,774
	$	20,546		$	25,803
Cemetery property:
Undeveloped land	$	1,077,930		$	1,072,170
Developed lots, lawn crypts, and mausoleum spaces	412,018			425,533
	$	1,489,948		$	1,497,703
Property and equipment:
Land	$	524,381		$	515,100
Buildings and improvements	1,596,888			1,526,290
Operating equipment	482,476			456,852
Leasehold improvements	27,532			24,717
Capital leases	181,386			168,538
	2,812,663			2,691,497
Less: Accumulated depreciation	(1,070,385		)	(976,823		)
Accumulated amortization of capital leases	(101,177		)	(96,313		)
	$	1,641,101		$	1,618,361
Deferred charges and other assets:
Intangible assets, net	257,703			253,251
Restricted cash	4,457			6,903
Non-current deferred tax assets	490			6,932
Notes receivable, net of allowances of $1,316 and $1,665, respectively	10,334			11,488
Cash surrender value of insurance policies	84,875			77,791
Other	67,408			74,486
	$	425,267		$	430,851

	December 31,
	2012		2011
	(In thousands)
Accounts payable and accrued liabilities:
Accounts payable	$	104,025	$	115,302
Accrued compensation	97,750		82,145
Accrued dividend	—		11,027
Accrued interest	20,709		22,555
Accrued property taxes	14,246		13,057
Self insurance reserves	57,543		52,697
Bank overdraft	22,240		15,309
Other accrued liabilities	57,270		46,812
	$	373,783	$	358,904
Other liabilities:
Accrued pension	$	27,374	$	29,214
Deferred compensation	59,897		49,711
Customer refund obligation reserve	70,656		76,270
Tax liability	185,568		207,701
Indemnification liability	1,681		2,490
Payable to ECF	41,806		35,316
Other	12,968		14,071
	$	399,950	$	414,773

Schedule of Product Information [Table Text Block]

The detail of certain income statement accounts is as follows for the years ended December 31:

	2012		2011		2010
	(In thousands)
Merchandise revenues:
Funeral	$	539,581	$	514,718	$	489,744
Cemetery	554,504		516,683		481,508
Total merchandise revenues	1,094,085		1,031,401		971,252
Services revenues:
Funeral	984,026		968,578		930,163
Cemetery	203,104		195,369		186,236
Total services revenues	1,187,130		1,163,947		1,116,399
Other revenues	129,266		120,692		102,901
Total revenues	$	2,410,481	$	2,316,040	$	2,190,552
Merchandise costs and expenses:
Funeral	$	267,355	$	258,694	$	247,104
Cemetery	233,875		222,406		204,665
Total cost of merchandise	501,230		481,100		451,769
Services costs and expenses:
Funeral	517,131		496,036		453,678
Cemetery	99,063		97,702		94,776
Total cost of services	616,194		593,738		548,454
Overhead and other expenses	767,830		762,666		741,106
Total cost and expenses	$	1,885,254	$	1,837,504	$	1,741,329

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

Cash interest payments for the three years ended December 31 (in thousands) were as follows:

Payments in 2012	$	131,723
Payments in 2011	129,105
Payments in 2010	125,138

	Years Ended December 31,
	2012		2011		2010
	(In thousands)
Dividends accrued but not paid	$	—	$	11,027	$	9,602

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Preneed Funeral Activities Preneed Funeral Activities Receivables Net and Trust Invesments (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Ending balance — Preneed funeral receivables and trust investments	$ 1,532,228		$ 1,478,865
Funeral [Member]
Beginning balance — Preneed funeral receivables and trust investments	1,478,865		1,424,557		1,356,353
Net preneed contract sales	127,588		111,447		126,121
Cash receipts from customers, net of refunds	(125,625)		(106,489)		(99,142)
Deposits to trust	81,601		72,750		80,027
Acquisitions (dispositions) of businesses, net	6,021		143,252		29,607
Net undistributed investments (losses) earnings	84,611	[1]	(11,348)	[1]	82,097	[1]
Maturities and distributed earnings	(126,130)		(148,820)		(140,593)
Change in cancellation allowance	1,758		(30)		(1,140)
Effect of foreign currency and other	3,539		(6,454)		(8,773)
Ending balance — Preneed funeral receivables and trust investments	$ 1,532,228		$ 1,478,865		$ 1,424,557

[1] Includes both realized and unrealized investment earnings (losses).

XML

Acquisition Level 3 (Tables)

12 Months Ended

Dec. 31, 2012

Business Combinations [Abstract]

Schedule of Purchase Price Allocation [Table Text Block]

The following table summarizes the adjusted fair values of the assets acquired and liabilities assumed as of March 26, 2010:

	(In thousands)
Accounts receivable	$	6,131
Other current assets	20,200
Cemetery property	19,949
Property and equipment, net	105,888
Preneed funeral and cemetery receivables and trust investments	66,395
Finite-lived intangible assets	34,312
Indefinite-lived intangible assets	33,700
Deferred charges and other assets	6,533
Goodwill	108,643
Total assets acquired	401,751
Current liabilities	11,719
Long-term debt	2,548
Deferred preneed funeral and cemetery revenues and deferred receipts held in trusts	69,336
Deferred tax liability	20,939
Other liabilities	8,347
Total liabilities assumed	112,889
Net assets acquired	$	288,862

Schedule of Finite and Indefinte-lived Intangible Assets Acquired as Part of a Business Comination [Table Text Block]

The identified intangible assets are comprised of the following:

	Useful life
	Minimum	Maximum	Fair Value
	(Years)		(In thousands)
Preneed customer relationships related to insurance claims	10	10	$	15,200
Other preneed customer relationships	10	14	1,740
Covenants-not-to-compete	5	15	13,332
Operating leases	5	15	440
Tradenames	5	5	3,600
Tradenames		Indefinite	33,200
Licenses and permits		Indefinite	500
Total intangible assets			$	68,012

Business Acquisition, Pro Forma Information [Table Text Block]

The following unaudited pro forma summary presents financial information as if the acquisition had occurred at the beginning of the year presented for the consolidated company:

	2011
	(In thousands)
Revenue	$	2,220,204
Net income	$	129,970

XML

Preneed Cemetery Activities Deferred Preneed Cemetery Revenues (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Ending balance — Deferred preneed cemetery revenues	$ 861,148		$ 833,303
Cemetery [Member]
Beginning balance — Deferred preneed cemetery revenues	833,303		813,493		817,543
Net preneed and atneed deferred sales	380,887		363,523		349,786
(Dispositions) acquisitions of businesses, net	1,089		(10,861)		1,090
Net investment (losses) earnings	130,012	[1]	(26,431)	[1]	117,331	[1]
Recognized deferred preneed revenues	(363,072)		(350,356)		(347,996)
Change in cancellation allowance	3,968		802		(2,457)
Change in deferred preneed cemetary receipts held in trust	(133,612)		37,173		(125,974)
Effect of foreign currency and other	8,573		5,960		4,170
Ending balance — Deferred preneed cemetery revenues	$ 861,148		$ 833,303		$ 813,493

[1] Includes both realized and unrealized investment earnings (losses).

XML

Preneed Funeral Activities Schedule of Available-for-sale Securities (Details) (Funeral [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	$ 954,925	$ 911,250
Available-for-sale Securities, Gross Unrealized Gains	69,555	60,001
Available-for-sale Securities, Gross Unrealized Losses	(46,507)	(78,566)
Available-for-sale Securities, Fair Value	977,973	892,685
US Treasury Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2	2
Available-for-sale Securities, Amortized Cost Basis	105,594	77,299
Available-for-sale Securities, Gross Unrealized Gains	5,072	4,565
Available-for-sale Securities, Gross Unrealized Losses	(880)	(373)
Available-for-sale Securities, Fair Value	109,786	81,491
Foreign Government Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2	2
Available-for-sale Securities, Amortized Cost Basis	110,399	114,586
Available-for-sale Securities, Gross Unrealized Gains	861	838
Available-for-sale Securities, Gross Unrealized Losses	(113)	(109)
Available-for-sale Securities, Fair Value	111,147	115,315
Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2	2
Available-for-sale Securities, Amortized Cost Basis	51,611	49,210
Available-for-sale Securities, Gross Unrealized Gains	2,531	1,849
Available-for-sale Securities, Gross Unrealized Losses	(623)	(770)
Available-for-sale Securities, Fair Value	53,519	50,289
Residential Mortgage Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2	2
Available-for-sale Securities, Amortized Cost Basis	3,123	3,292
Available-for-sale Securities, Gross Unrealized Gains	57	71
Available-for-sale Securities, Gross Unrealized Losses	(8)	(34)
Available-for-sale Securities, Fair Value	3,172	3,329
Asset-backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2
Available-for-sale Securities, Amortized Cost Basis	129	126
Available-for-sale Securities, Gross Unrealized Gains	3	6
Available-for-sale Securities, Gross Unrealized Losses	0	0
Available-for-sale Securities, Fair Value	132	132
Preferred Stock securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2	2
Available-for-sale Securities, Amortized Cost Basis	3,603	2,041
Available-for-sale Securities, Gross Unrealized Gains	211	50
Available-for-sale Securities, Gross Unrealized Losses	(103)	(153)
Available-for-sale Securities, Fair Value	3,711	1,938
US Common Stock Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	1	1
Available-for-sale Securities, Amortized Cost Basis	230,971	258,738
Available-for-sale Securities, Gross Unrealized Gains	38,514	40,992
Available-for-sale Securities, Gross Unrealized Losses	(6,903)	(22,715)
Available-for-sale Securities, Fair Value	262,582	277,015
Canada Common Stock Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	1	1
Available-for-sale Securities, Amortized Cost Basis	23,284	23,986
Available-for-sale Securities, Gross Unrealized Gains	2,598	2,511
Available-for-sale Securities, Gross Unrealized Losses	(1,271)	(1,771)
Available-for-sale Securities, Fair Value	24,611	24,726
Other International Common Stock Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	1	1
Available-for-sale Securities, Amortized Cost Basis	18,089	18,954
Available-for-sale Securities, Gross Unrealized Gains	1,874	1,045
Available-for-sale Securities, Gross Unrealized Losses	(658)	(1,296)
Available-for-sale Securities, Fair Value	19,305	18,703
Equity Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	1	1
Available-for-sale Securities, Amortized Cost Basis	145,589	134,383
Available-for-sale Securities, Gross Unrealized Gains	10,097	2,384
Available-for-sale Securities, Gross Unrealized Losses	(6,728)	(18,982)
Available-for-sale Securities, Fair Value	148,958	117,785
Fixed Income Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	1	1
Available-for-sale Securities, Amortized Cost Basis	225,365	193,134
Available-for-sale Securities, Gross Unrealized Gains	7,314	5,044
Available-for-sale Securities, Gross Unrealized Losses	(10,252)	(13,114)
Available-for-sale Securities, Fair Value	222,427	185,064
Private Equity Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	3	3
Available-for-sale Securities, Amortized Cost Basis	36,626	35,017
Available-for-sale Securities, Gross Unrealized Gains	221	218
Available-for-sale Securities, Gross Unrealized Losses	(18,968)	(19,249)
Available-for-sale Securities, Fair Value	17,879	15,986
Other Investments [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	3	3
Available-for-sale Securities, Amortized Cost Basis	542	484
Available-for-sale Securities, Gross Unrealized Gains	202	428
Available-for-sale Securities, Gross Unrealized Losses	0	0
Available-for-sale Securities, Fair Value	$ 744	$ 912

XML

Cemetery Perpetual Care Trusts Schedule of Unrealized Loss on Investments (Details) (Cemetery Perpetual Care [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	$ 75,742	$ 219,865
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(4,052)	(15,258)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	61,406	81,195
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(19,346)	(22,732)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value		301,060
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(23,398)	(37,990)
US Treasury Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	373
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(1)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	0
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	373
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(1)
Foreign Government Debt Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	9,145	7,057
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(140)	(43)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	0	0
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	0	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	9,145	7,057
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(140)	(43)
Corporate Debt Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	5,439	3,854
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(33)	(73)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	1,886	1,456
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(18)	(61)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	7,325	5,310
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(51)	(134)
Residential Mortgage Backed Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	183	58
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(2)	(1)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	0	127
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	0	(12)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	183	185
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(2)	(13)
Preferred Stock securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	3,115	4,393
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(639)	(1,116)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	973	21
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(299)	(30)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	4,088	4,414
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(938)	(1,146)
US Common Stock Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	38,323	39,716
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(2,403)	(5,459)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	7,495	9,055
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(986)	(3,654)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	45,818	48,771
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(3,389)	(9,113)
Canada Common Stock Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	1,246	4,402
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(281)	(772)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	1,055	565
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(450)	(651)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	2,301	4,967
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(731)	(1,423)
Other International Common Stock Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	4,712	5,738
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(389)	(1,226)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	696	104
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(58)	(195)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	5,408	5,842
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(447)	(1,421)
Equity Funds [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	2,654	9,852
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(127)	(564)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	404	2,717
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(84)	(15)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	3,058	12,569
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(211)	(579)
Fixed Income Funds [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	10,552	144,350
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(37)	(5,498)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	31,837	51,301
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(404)	(3,904)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	42,389	195,651
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(441)	(9,402)
Private Equity Funds [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	0	254
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	0	(324)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	10,752	10,189
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(13,943)	(12,413)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	10,752	10,443
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(13,943)	(12,737)
Other Investments [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	0	140
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	0	(181)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	6,308	5,660
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(3,104)	(1,797)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	6,308	5,800
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	$ (3,104)	$ (1,978)

XML

Segment Reporting Level 3 (Tables)

12 Months Ended

Dec. 31, 2012

Segment Reporting, Reconciling Item for Operating Profit (Loss) from Segment to Consolidated [Line Items]

Schedule of Segment Reporting Information, by Segment [Table Text Block]

Our reportable segment information is as follows:

	Funeral		Cemetery		Reportable Segments
	(In thousands)
2012
Revenues from external customers	$	1,625,738	$	784,743	$	2,410,481
Interest expense	4,302		384		4,686
Depreciation and amortization	91,024		22,783		113,807
Amortization of intangible assets	18,803		5,021		23,824
Gross profit	349,157		176,070		525,227
Amortization of cemetery property	—		44,976		44,976
Total assets	4,537,444		4,808,558		9,346,002
Capital expenditures	43,984		58,155		102,139
2011
Revenues from external customers	$	1,573,498	$	742,542	$	2,316,040
Interest expense	3,957		305		4,262
Depreciation and amortization	89,872		21,355		111,227
Amortization of intangible assets	18,582		5,540		24,122
Gross profit	330,732		147,804		478,536
Amortization of cemetery property	—		40,046		40,046
Total assets	4,494,331		4,496,749		8,991,080
Capital expenditures	45,275		57,972		103,247
2010
Revenues from external customers	$	1,492,838	$	697,714	$	2,190,552
Interest expense	3,033		257		3,290
Depreciation and amortization	87,897		20,909		108,806
Amortization of intangible assets	17,464		6,095		23,559
Gross profit	317,068		132,155		449,223
Amortization of cemetery property	—		32,418		32,418
Total assets	4,262,675		4,450,028		8,712,703
Capital expenditures	34,762		48,427		83,189

Schedule of Significant Reportable Items from Segments to Consolidated [Table Text Block]

The following table reconciles certain reportable segment amounts to our corresponding consolidated amounts:

	Reportable Segments		Corporate		Consolidated
	(In thousands)
2012
Revenue from external customers	$	2,410,481	$	—	$	2,410,481
Interest expense	4,686		130,382		135,068
Depreciation and amortization	113,807		6,420		120,227
Amortization of intangible assets	23,824		29		23,853
Total assets	9,346,002		337,566		9,683,568
Capital expenditures	102,139		13,489		115,628
2011
Revenue from external customers	$	2,316,040	$	—	$	2,316,040
Interest expense	4,262		129,520		133,782
Depreciation and amortization	111,227		6,820		118,047
Amortization of intangible assets	24,122		1,469		25,591
Total assets	8,991,080		336,732		9,327,812
Capital expenditures	103,247		15,128		118,375
2010
Revenue from external customers	$	2,190,552	$	—	$	2,190,552
Interest expense	3,290		124,906		128,196
Depreciation and amortization	108,806		7,585		116,391
Amortization of intangible assets	23,559		1,638		25,197
Total assets	8,712,703		477,837		9,190,540
Capital expenditures	83,189		14,710		97,899

Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block]

The following table reconciles gross profits from reportable segments shown above to our consolidated income from continuing operations before income taxes:

	2012			2011			2010
	(In thousands)
Gross profit from reportable segments	$	525,227		$	478,536		$	449,223
General and administrative expenses	(123,905		)	(103,860		)	(103,689		)
(Losses) gains on divestitures and impairment charges, net	(1,533		)	(10,977		)	8,512
Operating income	399,789			363,699			354,046
Interest expense	(135,068		)	(133,782		)	(128,196		)
Losses on early extinguishment of debt, net	(22,706		)	(3,509		)	(9,400		)
Other income (expense), net	3,668			(772		)	3,009
Income from continuing operations before income taxes	$	245,683		$	225,636		$	219,459

Schedule of Disclosure on Geographic Areas, Long-Lived Assets in Individual Foreign Countries by Country [Table Text Block]

Our geographic area information was as follows:

	United States			Canada			Germany			Total
	(In thousands)
2012
Revenues from external customers	$	2,191,532		$	212,898		$	6,051		$	2,410,481
Interest expense	134,643			425			—			135,068
Depreciation and amortization	108,411			11,451			365			120,227
Amortization of intangible assets	22,433			1,420			—			23,853
Amortization of cemetery property	39,803			5,173			—			44,976
Operating income	346,289			53,081			419			399,789
(Losses) gains on divestitures and impairment charges, net	(1,502		)	(9		)	(22		)	(1,533		)
Long-lived assets	4,575,926			359,882			2,918			4,938,726
2011
Revenues from external customers	$	2,103,738		$	205,733		$	6,569		$	2,316,040
Interest expense	133,479			303			—			133,782
Depreciation and amortization	105,931			11,723			393			118,047
Amortization of intangible assets	24,223			1,368			—			25,591
Amortization of cemetery property	35,375			4,671			—			40,046
Operating income	311,790			51,367			542			363,699
(Losses) gains on divestitures and impairment charges, net	(10,299		)	(678		)	—			(10,977		)
Long-lived assets	4,553,557			351,813			3,038			4,908,408
2010
Revenues from external customers	$	1,981,190		$	202,760		$	6,602		$	2,190,552
Interest expense	127,971			225			—			128,196
Depreciation and amortization	104,496			11,507			388			116,391
Amortization of intangible assets	23,524			1,673			—			25,197
Amortization of cemetery property	27,688			4,730			—			32,418
Operating income	301,297			51,799			950			354,046
(Losses) gains on divestitures and impairment charges, net	6,837			1,600			75			8,512
Long-lived assets	4,467,176			363,008			3,600			4,833,784

XML

Preneed Funeral Activities Level 3 (Tables)

12 Months Ended

Dec. 31, 2012

Preneed funeral receivables net and trust investments [Line Items]

Preneed Funeral Receivables, Net and Trust Investments [Table Text Block]

The activity in Preneed funeral receivables, net and trust investments for the years ended December 31 was as follows:

	2012			2011			2010
				(In thousands)
Beginning balance — Preneed funeral receivables and trust investments	$	1,478,865		$	1,424,557		$	1,356,353
Net preneed contract sales	127,588			111,447			126,121
Cash receipts from customers, net of refunds	(125,625		)	(106,489		)	(99,142		)
Deposits to trust	81,601			72,750			80,027
Acquisitions (dispositions) of businesses, net	6,021			143,252			29,607
Net undistributed investment (losses) earnings (1)	84,611			(11,348		)	82,097
Maturities and distributed earnings	(126,130		)	(148,820		)	(140,593		)
Change in cancellation allowance	1,758			(30		)	(1,140		)
Effect of foreign currency and other	3,539			(6,454		)	(8,773		)
Ending balance — Preneed funeral receivables and trust investments	$	1,532,228		$	1,478,865		$	1,424,557

_________________________________

(1) Includes both realized and unrealized investment earnings (losses).

Deferred Preneed Funeral Revenues [Table Text Block]

The following table summarizes the activity in Deferred preneed funeral revenues for the years ended December 31 were as follows:

	2012			2011			2010
	(In thousands)
Beginning balance — Deferred preneed funeral revenues, net	$	575,546		$	580,223		$	596,966
Net preneed contract sales	103,341			105,866			112,678
(Dispositions) acquisitions of businesses, net	(4,491		)	142,026			26,816
Net investment (losses) earnings (1)	83,788			(12,164		)	83,605
Recognized deferred preneed revenues	(164,037		)	(182,408		)	(151,484		)
Change in cancellation allowance	1,304			(1,526		)	(761		)
Change in deferred preneed funeral receipts held in trust	(61,068		)	(57,936		)	(69,694		)
Effect of foreign currency and other	2,264			1,465			(17,903		)
Ending balance — Deferred preneed funeral revenues, net	$	536,647		$	575,546		$	580,223

_________________________________

(1) Includes both realized and unrealized investment earnings (losses).

Funeral [Member]

Preneed funeral receivables net and trust investments [Line Items]

Investment related activities [Table Text Block]

The table below sets forth certain investment-related activities associated with our preneed funeral merchandise and service trusts for the years ended December 31:

	2012			2011			2010
				(In thousands)
Deposits	$	81,601		$	72,750		$	80,027
Withdrawals	100,635			109,013			103,418
Purchases of available-for-sale securities	563,628			527,681			467,221
Sales of available-for-sale securities	555,709			610,917			479,128
Realized gains from sales of available-for-sale securities	60,833			61,272			36,807
Realized losses from sales of available-for-sale securities	(21,454		)	(41,162		)	(46,601		)

Long-term receivable and investment components [Table Text Block]

The components of Preneed funeral receivables, net and trust investments in our consolidated balance sheet at December 31 were as follows:

	2012			2011
	(In thousands)
Trust investments, at market	$	977,973		$	892,685
Cash and cash equivalents	85,943			101,111
Insurance-backed fixed income securities	273,098			277,650
Trust investments	1,337,014			1,271,446
Receivables from customers	236,796			246,601
Unearned finance charge	(8,645		)	(5,425		)
	1,565,165			1,512,622
Allowance for cancellation	(32,937		)	(33,757		)
Preneed funeral receivables and trust investments	$	1,532,228		$	1,478,865

Schedule of Available-for-sale Securities Reconciliation [Table Text Block]

The cost and market values associated with our funeral merchandise and service trust investments recorded at fair market value at December 31, 2012 and 2011 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.

		December 31, 2012
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	105,594	$	5,072	$	(880	)	$	109,786
Canadian government	2	110,399		861		(113		)	111,147
Corporate	2	51,611		2,531		(623		)	53,519
Residential mortgage-backed	2	3,123		57		(8		)	3,172
Asset-backed	2	129		3		—			132
Equity securities:
Preferred stock	2	3,603		211		(103		)	3,711
Common stock:
United States	1	230,971		38,514		(6,903		)	262,582
Canada	1	23,284		2,598		(1,271		)	24,611
Other international	1	18,089		1,874		(658		)	19,305
Mutual funds:
Equity	1	145,589		10,097		(6,728		)	148,958
Fixed income	1	225,365		7,314		(10,252		)	222,427
Private equity	3	36,626		221		(18,968		)	17,879
Other	3	542		202		—			744
Trust investments		$	954,925	$	69,555	$	(46,507	)	$	977,973

		December 31, 2011
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	77,299	$	4,565	$	(373	)	$	81,491
Canadian government	2	114,586		838		(109		)	115,315
Corporate	2	49,210		1,849		(770		)	50,289
Residential mortgage-backed	2	3,292		71		(34		)	3,329
Asset-backed	2	126		6		—			132
Equity securities:
Preferred stock:	2	2,041		50		(153		)	1,938
Common stock:
United States	1	258,738		40,992		(22,715		)	277,015
Canada	1	23,986		2,511		(1,771		)	24,726
Other international	1	18,954		1,045		(1,296		)	18,703
Mutual funds:
Equity	1	134,383		2,384		(18,982		)	117,785
Fixed income	1	193,134		5,044		(13,114		)	185,064
Private equity	3	35,017		218		(19,249		)	15,986
Other	3	484		428		—			912
Trust investments		$	911,250	$	60,001	$	(78,566	)	$	892,685

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The change in our market-based funeral merchandise and service trust investments with significant unobservable inputs (Level 3) is as follows for the years ended December 31, 2012, 2011, and 2010 (in thousands):

	2012			2011			2010
Fair market value, beginning balance at January 1,	$	16,898		$	21,359		$	12,052
Net unrealized losses included in Accumulated other comprehensive income (1)	(562		)	(5,234		)	(3,949		)
Net realized losses included in Other income (expense), net (2)	(60		)	(92		)	(530		)
Purchases	—			18			7,343
Sales	(9		)	(8,156		)	(108		)
Contributions	4,664			10,392			7,213
Distributions and other	(2,308		)	(1,389		)	(662		)
Fair market value, ending balance at December 31,	$	18,623		$	16,898		$	21,359

_______________________________________

(1) All unrealized losses recognized in Accumulated other comprehensive income for our 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 our Deferred preneed funeral and cemetery receipts held in trust.

(2) All losses 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.

Investments Classified by Contractual Maturity Date [Table Text Block]

Maturity dates of our fixed income securities range from 2013 to 2053. Maturities of fixed income securities at December 31, 2012 are estimated as follows:

	Fair Market Value
	(In thousands)
Due in one year or less	$	130,132
Due in one to five years	61,407
Due in five to ten years	51,279
Thereafter	34,938
	$	277,756

Schedule of Unrealized Loss on Investments [Table Text Block]

Our funeral merchandise and service trust investment unrealized losses, their associated fair market values, and the duration of unrealized losses for the years ended December 31, 2012 and 2011, are shown in the following tables.

	December 31, 2012
	In Loss Position Less Than 12 Months					In Loss Position Greater Than 12 Months					Total
	Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
						(In thousands)
Fixed income securities:
U.S. Treasury	$	22,357	$	(803	)	$	6,741	$	(77	)	$	29,098	$	(880	)
Canadian government	7,912		(113		)	—		—			7,912		(113		)
Corporate	7,809		(347		)	4,283		(276		)	12,092		(623		)
Residential mortgage-backed	956		(8		)	—		—			956		(8		)
Equity securities:
Preferred Stock	1,220		(93		)	52		(10		)	1,272		(103		)
Common stock:
United States	70,752		(4,694		)	9,089		(2,209		)	79,841		(6,903		)
Canada	6,592		(652		)	2,516		(619		)	9,108		(1,271		)
Other international	7,606		(521		)	608		(137		)	8,214		(658		)
Mutual funds:
Equity	6,779		(126		)	26,340		(6,602		)	33,119		(6,728		)
Fixed income	38,686		(1,021		)	24,131		(9,231		)	62,817		(10,252		)
Private equity	—		—			17,389		(18,968		)	17,389		(18,968		)
Total temporarily impaired securities	$	170,669	$	(8,378	)	$	91,149	$	(38,129	)	$	261,818	$	(46,507	)

	December 31, 2011
	In Loss Position Less Than 12 Months					In Loss Position Greater Than 12 Months					Total
	Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
						(In thousands)
Fixed income securities:
U.S. Treasury	$	6,977	$	(90	)	$	8,709	$	(283	)	$	15,686	$	(373	)
Canadian government	9,597		(109		)	—		—			9,597		(109		)
Corporate	17,328		(692		)	662		(78		)	17,990		(770		)
Residential mortgage-backed	600		(4		)	295		(30		)	895		(34		)
Equity securities:
Preferred Stock	1,244		(153		)	—		—			1,244		(153		)
Common stock:
United States	84,450		(18,120		)	14,924		(4,595		)	99,374		(22,715		)
Canada	8,448		(1,491		)	513		(280		)	8,961		(1,771		)
Other international	7,263		(615		)	2,403		(681		)	9,666		(1,296		)
Mutual funds:
Equity	76,559		(9,173		)	26,053		(9,809		)	102,612		(18,982		)
Fixed income	68,378		(5,500		)	9,314		(7,614		)	77,692		(13,114		)
Private equity	1,977		(3,499		)	13,502		(15,750		)	15,479		(19,249		)
Total temporarily impaired securities	$	282,821	$	(39,446	)	$	76,375	$	(39,120	)	$	359,196	$	(78,566	)

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Cemetery Perpetual Care Trusts Cemetry Perpetual Care Trusts, Textuals (Details) (Cemetery Perpetual Care [Member], USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cemetery Perpetual Care [Member]
Fair Value, Measurement with unobservable inputs, risk discount, high end of the range	60.00%
Fair Value, Measurement with unobservable inputs, liquidity discount, high end of the range	25.00%
Available-for-sale securities, estimated maturity date, minimum	2013
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Unfunded Commitments	$ 5,100,000
Investment Earnings, Net	44,700,000	43,000,000	38,600,000
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net	760,000	741,000	7,771,000
Underlying assets liquidation range, minimum	2
Underlying assets liquidation range, maximum	$ 10
Available-for-sale securities, estimated maturity date, maximum	2041

XML

Cemetery Perpetual Care Trusts Long-term Receivable and Investment (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Long-term receivable and investment components [Line Items]
Cemetery perpetual care trust investments	$ 1,099,580	$ 1,016,506
Cemetery Perpetual Care [Member]
Long-term receivable and investment components [Line Items]
Trust investments, at market	1,045,568	952,573
Cash and cash equivalents	54,012	63,933
Cemetery perpetual care trust investments	$ 1,099,580	$ 1,016,506

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Commitments and Contingencies Level 4 (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Loss Contingencies [Line Items]
Operating Leases, Rent Expense	$ 26,800,000	$ 25,700,000	$ 24,700,000
Operating Leases, Future Minimum Payments Due, Current	12,147,000
Operating Leases, Future Minimum Payments, Due in Two Years	10,187,000
Operating Leases, Future Minimum Payments, Due in Three Years	8,348,000
Operating Leases, Future Minimum Payments, Due in Four Years	7,213,000
Operating Leases, Future Minimum Payments, Due in Five Years	6,322,000
Operating Leases, Future Minimum Payments, Due Thereafter	45,295,000
Operating Leases, Future Minimum Payments Due	89,512,000
Capital Leases, Future Minimum Payments Due, Current	27,420,000
Capital Leases, Future Minimum Payments Due in Two Years	33,121,000
Capital Leases, Future Minimum Payments Due in Three Years	46,790,000
Capital Leases, Future Minimum Payments Due in Four Years	14,389,000
Capital Leases, Future Minimum Payments Due in Five Years	33,285,000
Capital Leases, Future Minimum Payments Due Thereafter	33,901,000
Capital Leases, Future Minimum Payments Due	188,906,000
Capital Leases, Future Minimum Payments, Interest Included in Payments	(12,461,000)
Capital Leases, Future Minimum Payments, Net Minimum Payments	176,445,000
Agreements, Future Payments, Due in One Year	8,365,000
Agreements, Future Payments, Due in Two Years	7,194,000
Agreements, Future Payments, Due in Three Years	5,344,000
Agreements, Future Payments, Due in Four Years	4,102,000
Agreements, Future Payments, Due in Five Years	3,716,000
Agreements, Future Payments, Due in Six Years and Thereafter	10,693,000
Agreements, Future Payments Due	39,414,000
Self Insurance Reserve	57,500,000	52,700,000
Employment Agreement [Member]
Loss Contingencies [Line Items]
Agreements, Future Payments, Due in One Year	2,990,000
Agreements, Future Payments, Due in Two Years	2,441,000
Agreements, Future Payments, Due in Three Years	1,282,000
Agreements, Future Payments, Due in Four Years	541,000
Agreements, Future Payments, Due in Five Years	448,000
Agreements, Future Payments, Due in Six Years and Thereafter	267,000
Agreements, Future Payments Due	7,969,000
Consulting Agreement [Member]
Loss Contingencies [Line Items]
Agreements, Future Payments, Due in One Year	716,000
Agreements, Future Payments, Due in Two Years	581,000
Agreements, Future Payments, Due in Three Years	390,000
Agreements, Future Payments, Due in Four Years	173,000
Agreements, Future Payments, Due in Five Years	69,000
Agreements, Future Payments, Due in Six Years and Thereafter	193,000
Agreements, Future Payments Due	2,122,000
Noncompete Agreements [Member]
Loss Contingencies [Line Items]
Agreements, Future Payments, Due in One Year	4,659,000
Agreements, Future Payments, Due in Two Years	4,172,000
Agreements, Future Payments, Due in Three Years	3,672,000
Agreements, Future Payments, Due in Four Years	3,388,000
Agreements, Future Payments, Due in Five Years	3,199,000
Agreements, Future Payments, Due in Six Years and Thereafter	10,233,000
Agreements, Future Payments Due	$ 29,323,000
Minimum [Member]
Loss Contingencies [Line Items]
Management, consulting and non-compete agreement term	5 years
Maximum [Member]
Loss Contingencies [Line Items]
Management, consulting and non-compete agreement term	10 years

XML

Preneed Funeral Activities Level 3 Activities (Details) (Funeral [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Funeral [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair market value, beginning balance	$ 16,898		$ 21,359		$ 12,052
Net unrealized (losses) gains included in Accumulated other comprehensive income	(562)	[1]	(5,234)	[1]	(3,949)	[1]
Net realized losses included in Other income, net(2)	(60)	[2]	(92)	[2]	(530)	[2]
Purchases	0		18		7,343
Sales	(9)		(8,156)		(108)
Contributions	4,664		10,392		7,213
Distributions and other	(2,308)		(1,389)		(662)
Fair market value, ending balance	$ 18,623		$ 16,898		$ 21,359

[1] All unrealized losses recognized in Accumulated other comprehensive income for our 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 our Deferred preneed funeral and cemetery receipts held in trust.

[2] All losses 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.

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Cemetery Perpetual Care Trusts Level 3 Activities (Details) (Cemetery Perpetual Care [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Cemetery Perpetual Care [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair market value, beginning balance	$ 17,739		$ 17,089		$ 14,943
Net unrealized (losses) gains included in Accumulated other comprehensive income	2,683	[1]	7,400	[1]	7,018	[1]
Net realized losses included in Other income, net(2)	(205)	[2]	(310)	[2]	(2,613)	[2]
Sales	(26)		(44)		(155)
Contributions	4,171		118		11,140
Distributions and other	(5,581)		(6,514)		(13,244)
Fair market value, ending balance	$ 18,781		$ 17,739		$ 17,089

[1] All unrealized 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 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 to Care trusts’ corpus. See Note 7 for further information related to our Care trusts’ corpus.

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Share-Based Compensation Level 4 (Details) (USD $) In Thousands, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total pretax employee share-based compensation expense included in net income	$ 10,983	$ 9,144	$ 8,878
Income tax benefit related to share-based compensation included in net income	4,092	3,218	3,740
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	12,401,970
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	4 years 6 months
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price, Beginning Balance	$ 8.84
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	8,171,966
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 8.33
Stock Option Plan Exercise Range 1 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	$ 4.01
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 6.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	2,152,554
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	4 years 1 month
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price, Beginning Balance	$ 4.18
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	2,152,554
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 4.18
Stock Option Plan Exercise Range 2 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	$ 6.01
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 9.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	2,691,827
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	4 years 1 month
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price, Beginning Balance	$ 7.80
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	1,978,662
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 7.86
Stock Option Plan Exercise Range 3 [Member]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	$ 9.01
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 15.00
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Outstanding Options	7,557,589
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	4 years 9 months
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price, Beginning Balance	$ 10.53
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	4,040,750
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 10.77
Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Dividend yield	1.80%	2.40%	1.90%
Expected volatility	40.80%	38.40%	37.50%
Risk-free interest rate	0.80%	2.40%	2.30%
Expected holding period	5 years	5 years	5 years
Total pretax employee share-based compensation expense included in net income	6,200	5,100	5,300
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Options outstanding at beginning of period	13,404,216
Options outstanding at beginning of period, weighted average exercise price	$ 7.88
Granted	2,035,400
Granted, Weighted Average Exercise Price	$ 11.17
Exercised	(2,993,046)
Exercised, Weighted Average Exercise Price	$ 6.14
Cancelled	(44,600)
Cancelled, Weighted Average Exercise Price	$ 9.61
Options outstanding at end of period	12,401,970	13,404,216
Options outstanding at end of period, weighted average exercise price	$ 8.84	$ 7.88
Options exercisable at December 31, 2011	12,401,970	13,404,216
Options exercisable at December 31, 2011, Weighted Average Exercise Price	$ 8.84	$ 7.88
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Number	8,171,966
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Exercise Price	$ 8.33
Restricted Stock [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total pretax employee share-based compensation expense included in net income	$ 4,900	$ 4,100	$ 3,600
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested [Roll Forward]
Nonvested restricted shares at beginning of period	1,165,170
Nonvested restricted shares at beginning of period, weighted average grant date fair value	$ 7.53
Granted	483,170
Granted, Weighted Average Grant Date Fair Value	$ 11.18
Vested	(543,761)
Vested, Weighted Average Grant Date Fair Value	$ 6.21
Nonvested restricted shares at end of period	1,104,579	1,165,170
Nonvested restricted shares at end of period, weighted average grant date fair value	$ 9.78	$ 7.53

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Goodwill and Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Mar. 31, 2011
Goodwill [Roll Forward]
Goodwill, beginning balance	$ 1,508,287	$ 1,454,278
Accumulated impairment losses, beginning balance	(146,794)	(146,794)
Goodwill, net, beginning balance	1,361,493	1,307,484
Increase in goodwill related to acquisitions	20,289	61,396
Reduction of goodwill related to divestitures	(2,251)	(4,930)
Effect of foreign currency and other	2,879	(2,457)
Goodwill, Period Increase (Decrease)	20,917	54,009
Goodwill, ending balance	1,529,204	1,508,287	1,454,278
Accumulated impairment losses, ending balance	(146,794)	(146,794)	(146,794)
Goodwill, net, ending balance	1,382,410	1,361,493	1,307,484
Finite-Lived Intangible Assets, Gross	320,725	311,046
Indefinite-Lived Trade Names	134,823	121,838		33,200
Other Indefinite-lived Intangible Assets	10,140	10,140
Indefinite-Lived Intangible Assets (Excluding Goodwill)	144,963	131,978
Intangible Assets, Net (Excluding Goodwill)	257,703	253,251
Amortization of intangible assets	23,853	25,591	25,197
Future Amortization Expense, Year One	13,759
Future Amortization Expense, Year Two	12,194
Future Amortization Expense, Year Three	9,527
Future Amortization Expense, Year Four	8,708
Future Amortization Expense, Year Five	6,157
Finite-Lived Intangible Assets, Accumulated Amortization	207,985	189,773
Finite-Lived Intangible Assets, Net	112,740	121,273
Noncompete Agreements [Member]
Goodwill [Roll Forward]
Finite-Lived Intangible Assets, Gross	208,594	200,973
Customer Relationships [Member]
Goodwill [Roll Forward]
Finite-Lived Intangible Assets, Gross	102,481	100,423
Trade Names [Member]
Goodwill [Roll Forward]
Finite-Lived Intangible Assets, Gross	3,600	3,600
Other Intangible Assets [Member]
Goodwill [Roll Forward]
Finite-Lived Intangible Assets, Gross	6,050	6,050
Funeral [Member]
Goodwill [Roll Forward]
Goodwill, beginning balance	1,298,350	1,244,206
Accumulated impairment losses, beginning balance	0	0
Goodwill, net, beginning balance	1,298,350	1,244,206
Increase in goodwill related to acquisitions	20,289	60,933
Reduction of goodwill related to divestitures	(2,210)	(4,332)
Effect of foreign currency and other	2,879	(2,457)
Goodwill, Period Increase (Decrease)	20,958	54,144
Goodwill, ending balance	1,319,308	1,298,350	1,244,206
Accumulated impairment losses, ending balance	0	0	0
Goodwill, net, ending balance	1,319,308	1,298,350	1,244,206
Amortization of intangible assets	18,803	18,582	17,464
Cemetery [Member]
Goodwill [Roll Forward]
Goodwill, beginning balance	209,937	210,072
Accumulated impairment losses, beginning balance	(146,794)	(146,794)
Goodwill, net, beginning balance	63,143	63,278
Increase in goodwill related to acquisitions	0	463
Reduction of goodwill related to divestitures	(41)	(598)
Effect of foreign currency and other	0	0
Goodwill, Period Increase (Decrease)	(41)	(135)
Goodwill, ending balance	209,896	209,937	210,072
Accumulated impairment losses, ending balance	(146,794)	(146,794)	(146,794)
Goodwill, net, ending balance	63,102	63,143	63,278
Amortization of intangible assets	$ 5,021	$ 5,540	$ 6,095
Minimum [Member]
Goodwill [Roll Forward]
Finite-Lived Intangible Assets, Useful Life, Minimum	2 years
Minimum [Member] | Noncompete Agreements [Member]
Goodwill [Roll Forward]
Finite-Lived Intangible Assets, Useful Life, Minimum	2 years
Minimum [Member] | Customer Relationships [Member]
Goodwill [Roll Forward]
Finite-Lived Intangible Assets, Useful Life, Minimum	10 years
Minimum [Member] | Trade Names [Member]
Goodwill [Roll Forward]
Finite-Lived Intangible Assets, Useful Life, Minimum	5 years
Minimum [Member] | Other Intangible Assets [Member]
Goodwill [Roll Forward]
Finite-Lived Intangible Assets, Useful Life, Minimum	5 years
Maximum [Member]
Goodwill [Roll Forward]
Finite-Lived Intangible Assets, Useful Life, Minimum	40 years
Maximum [Member] | Noncompete Agreements [Member]
Goodwill [Roll Forward]
Finite-Lived Intangible Assets, Useful Life, Minimum	40 years
Maximum [Member] | Customer Relationships [Member]
Goodwill [Roll Forward]
Finite-Lived Intangible Assets, Useful Life, Minimum	20 years
Maximum [Member] | Trade Names [Member]
Goodwill [Roll Forward]
Finite-Lived Intangible Assets, Useful Life, Minimum	5 years
Maximum [Member] | Other Intangible Assets [Member]
Goodwill [Roll Forward]
Finite-Lived Intangible Assets, Useful Life, Minimum	40 years

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Share-Based Compensation Share-Based Compensation, Textuals (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Vesting rate	33.33%
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	44,000,000
Common Stock, Capital Shares Reserved for Future Issuance	9,218,551	11,789,483
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options	$ 16,300,000	$ 4,900,000	$ 2,700,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period	44,600
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Intrinsic Value	61,300,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Intrinsic Value		44,400,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value	$ 3.41	$ 2.73	$ 2.31
Fair Value of Stock Options Vested	5,088,000	5,015,000	6,022,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Total Intrinsic Value	20,333,000	5,184,000	1,804,000
Proceeds from exercise of stock options	18,389,000	8,227,000	1,759,000
Allocated Share-based Compensation Expense	10,983,000	9,144,000	8,878,000
Stock Options [Member]
Allocated Share-based Compensation Expense	6,200,000	5,100,000	5,300,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	7,200,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	1 year 4 months
Restricted Stock [Member]
Allocated Share-based Compensation Expense	4,900,000	4,100,000	3,600,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized	$ 5,600,000
Employee Service Share-based Compensation, Nonvested Awards, Total Compensation Cost Not yet Recognized, Period for Recognition	1 year 4 months
Stock Option Plan Exercise Range 1 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	$ 4.01
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 6.00
Stock Option Plan Exercise Range 2 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	$ 6.01
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 9.00
Stock Option Plan Exercise Range 3 [Member]
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Lower Range Limit	$ 9.01
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Upper Range Limit	$ 15.00

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Cemetery Perpetual Care Trusts Investments Classifed by Contractual Maturity Date (Details) (Cemetery Perpetual Care [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Cemetery Perpetual Care [Member]
Investments Classified By Contractual Maturity Date [Line Items]
Due in one year or less	$ 9,578
Due in one to five years	22,963
Due in five to ten years	22,830
Thereafter	1,292
Total	$ 56,663

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Preneed Cemetery Activities Preneed Cemetery Activities, Textuals (Details) (Cemetery [Member], USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cemetery [Member]
Fair Value, Measurement with unobservable inputs, risk discount, high end of the range	60.00%
Fair Value, Measurement with unobservable inputs, liquidity discount, high end of the range	25.00%
Available-for-sale securities, estimated maturity date, minimum	2013
Underlying assets liquidation range, minimum	$ 2
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Unfunded Commitments	12,100,000
Investment Earnings, Net	27,700,000	20,700,000	15,100,000
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net	824,000	28,705,000	5,749,000
Underlying assets liquidation range, maximum	$ 10
Available-for-sale securities, estimated maturity date, maximum	2042

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Retirement Plans

12 Months Ended

Dec. 31, 2012

Compensation and Retirement Disclosure [Abstract]

Pension and Other Postretirement Benefits Disclosure [Text Block]

Retirement Plans

We currently have a supplemental retirement plan for certain current and former key employees (SERP), a supplemental retirement plan for officers and certain key employees (Senior SERP), a retirement plan for certain non-employee directors (Directors’ Plan), a Retirement Plan for Rose Hills Trustees, and a Rose Hills Supplemental Retirement Plan (Rose Hills SERP) (collectively, the “Plans”). We also provide a 401(k) employee savings plan. All of our Plans have a measurement date of December 31.

The Plans are frozen; therefore, the participants do not earn incremental benefits from additional years of service, and we do not incur any additional service cost since December 31, 2000.

Retirement benefits under the SERP are based on years of service and average monthly compensation, reduced by benefits under Social Security. The Senior SERP provides retirement benefits based on years of service and position. The Directors’ Plan provides for an annual benefit to directors following retirement, based on a vesting schedule.

The components of the Plans’ net periodic benefit cost for the years ended December 31 were as follows:

	2012		2011			2010
	(In thousands)
Interest cost on projected benefit obligation	$	1,109	$	1,306		$	1,498
Actual return on plan assets	—		—			—
Recognized net actuarial (gains) losses	1,418		(289		)	534
	$	2,527	$	1,017		$	2,032

The Plans’ funded status at December 31 was as follows:

	2012			2011
	(In thousands)
Change in Benefit Obligation:
Benefit obligation at beginning of year	$	29,214		$	31,377
Interest cost	1,109			1,306
Actuarial loss	1,806			49
Benefits paid	(3,455		)	(3,518		)
Benefit obligation at end of year	$	28,674		$	29,214
Change in Plan Assets:
Fair value of plan assets at beginning of year	$	—		$	—
Employer contributions	3,455			3,518
Benefits paid, including expenses	(3,455		)	(3,518		)
Fair value of plan assets at end of year	$	—		$	—
Funded status of plan	$	(28,674	)	$	(29,214	)
Net amount recognized in the Consolidated Balance Sheet	$	(28,674	)	$	(29,214	)
Funding Summary:
Projected benefit obligations	$	28,674		$	29,214
Accumulated benefit obligation	$	28,674		$	29,214
Amounts Recognized in the Consolidated Balance Sheet:
Accrued benefit liability	$	(28,674	)	$	(29,214	)

The retirement benefits under the Plans are unfunded obligations of the Company. We have purchased various life insurance policies on the participants in the Plans with the intent to use the proceeds or any cash value buildup from such policies to assist in meeting, at least to the extent of such assets, the Plan’s funding requirements. The face value of these insurance policies at December 31, 2012 and 2011 was $49.8 million and $51.1 million, respectively, and the cash surrender value was $37.2 million and $37.5 million, respectively. The outstanding loans against the policies are minimal and there are no restrictions in the policies regarding loans.

The Plans’ weighted-average assumptions used to determine the benefit obligation and net benefit cost are as follows: we base our discount rate used to compute future benefit obligations using an analysis of expected future benefit payments. The reasonableness of our discount rate is verified by comparing the rate to the rate earned on high-quality fixed income investments, such as the Moody’s Aa index, plus 50 basis points. The assumed rate of return on plan assets was not applicable as we pay plan benefits as they come due. As all Plans are curtailed, the assumed rate of compensation increase is zero.

	2012		2011		2010
Weighted average discount rate used to determine obligations	2.90	%	4.05	%	4.45	%
Weighted average discount rate used to determine net periodic pension cost	4.05	%	4.41	%	4.80	%

The following benefit payments are expected to be paid in future years related to our Plans:

2013	$	3,537
2014	3,613
2015	2,995
2016	2,777
2017	2,479
Years 2018 through 2022	9,443

We have an employee savings plan that qualifies under section 401(k) of the Internal Revenue Code for the exclusive benefit of our United States employees. Under the plan, participating employees may contribute a portion of their pretax and/or after-tax income in accordance with specified guidelines up to a maximum of 50%.

During 2012, 2011, and 2010 we matched a percentage of the employee contributions through contributions of cash. For these years, our matching contribution was based upon the following:

Years of Vesting Service	Percentage of Deferred Compensation
0 — 5 years	75% of the first 6% of deferred compensation
6 — 10 years	100% of the first 6% of deferred compensation
11 or more years	125% of the first 6% of deferred compensation

The amount of our matched contributions in 2012, 2011, and 2010 was $23.1 million, $22.3 million, and $20.3 million, respectively.

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Quarterly Financial Data (Tables)

12 Months Ended

Dec. 31, 2012

Quarterly Financial Data (Unaudited) [Abstract]

Schedule of Quarterly Financial Information [Table Text Block]

Quarterly financial data for 2012 and 2011 is as follows:

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(In thousands, except per share amounts)
2012
Revenues	$	602,506		$	597,372		$	581,182		$	629,421
Costs and expenses	(474,939		)	(469,183		)	(459,911		)	(481,221		)
Gross profits	127,567			128,189			121,271			148,200
Operating income	101,118			99,689			95,176			103,806
Income from continuing operations before income taxes (1)	71,435			63,574			63,925			46,749
Provision for income taxes	(23,120		)	(25,935		)	(22,128		)	(20,365		)
Net income	48,315			37,639			41,797			26,384
Net income attributable to noncontrolling interests	(290		)	(563		)	(735		)	(1		)
Net income attributable to common stockholders	48,025			37,076			41,062			26,383
Net income attributable to common stockholders per share (2):
Basic — EPS	0.22			0.17			0.19			0.12
Diluted — EPS	0.22			0.17			0.19			0.12
2011
Revenues	$	579,699		$	576,774		$	572,999		$	586,568
Costs and expenses	(453,253		)	(461,751		)	(465,949		)	(456,551		)
Gross profits	126,446			115,023			107,050			130,017
Operating income	97,193			80,495			78,186			107,825
Income from continuing operations before income taxes (1)	63,994			44,827			44,042			72,773
Provision for income taxes	(24,065		)	(18,089		)	(9,027		)	(28,223		)
Net income	39,929			26,738			35,015			44,550
Net (income) loss attributable to noncontrolling interests	(1,165		)	(645		)	481			—
Net income attributable to common stockholders	38,764			26,093			35,496			44,550
Net income attributable to common stockholders per share (2):
Basic — EPS	0.16			0.11			0.15			0.20
Diluted — EPS	0.16			0.11			0.15			0.20

_________________________________

(1) Includes (Losses) gains on divestitures and impairment charges, net, as described in Note 20.

(2) Net income per share is computed independently for each of the quarters presented. Therefore, the sum of the quarters’ net income per share may not equal the total computed for the year.

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Credit Risk and Fair Value of Financial Instruments Level 3 (Tables)

12 Months Ended

Dec. 31, 2012

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair Value, Measurement Inputs, Disclosure [Table Text Block]

The fair value of our debt instruments at December 31 was as follows:

	2012		2011
	(In thousands)
7.875% Debentures due February 2013	$	4,786	$	4,971
7.375% Senior Notes due October 2014	—		196,954
6.75% Senior Notes due April 2015	150,112		150,083
6.75% Senior Notes due April 2016	222,049		216,375
7.0% Senior Notes due June 2017	341,094		323,025
7.625% Senior Notes due October 2018	298,750		276,875
7.0% Senior Notes due May 2019	276,250		262,500
4.5% Senior Notes due November 2020	204,500		—
8.0% Senior Notes due November 2021	186,000		167,550
7.5% Senior Notes due April 2027	215,500		195,750
Bank credit facility due March 2016	86,600		65,000
Mortgage notes and other debt, maturities through 2047	5,698		36,340
Total fair value of debt instruments	$	1,991,339	$	1,895,423

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Cemetery Perpetual Care Trusts Fair Value Hierarchy (Details) (Cemetery Perpetual Care [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Cemetery Perpetual Care [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trust investments, at market	$ 1,045,568	$ 952,573

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Business Acquisition, Pro Forma Information (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2011
Business Acquisition [Line Items]
Revenue	$ 2,220,204
Net income	$ 129,970

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Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill [Table Text Block]

The changes in the carrying amounts of goodwill for our funeral and cemetery reporting units are as follows (in thousands):

	2012									2011
	Funeral			Cemetery			Total			Funeral			Cemetery			Total
Balance as of January 1:
Goodwill	$	1,298,350		$	209,937		$	1,508,287		$	1,244,206		$	210,072		$	1,454,278
Accumulated impairment losses	—			(146,794		)	(146,794		)	—			(146,794		)	(146,794		)
Goodwill, net	1,298,350			63,143			1,361,493			1,244,206			63,278			1,307,484
Increase in goodwill related to acquisitions	20,289			—			20,289			60,933			463			61,396
Reduction of goodwill related to divestitures	(2,210		)	(41		)	(2,251		)	(4,332		)	(598		)	(4,930		)
Effect of foreign currency and other	2,879			—			2,879			(2,457		)	—			(2,457		)
	20,958			(41		)	20,917			54,144			(135		)	54,009
Balance as of December 31:
Goodwill	1,319,308			209,896			1,529,204			1,298,350			209,937			1,508,287
Accumulated impairment losses	—			(146,794		)	(146,794		)	—			(146,794		)	(146,794		)
Goodwill, net	$	1,319,308		$	63,102		$	1,382,410		$	1,298,350		$	63,143		$	1,361,493

Schedule of Expected Amortization Expense [Table Text Block]

The following is estimated amortization expense, excluding certain intangibles for which we are unable to provide an estimate because they are amortized based on specific identification in the performance of a preneed contract, for the five years subsequent to December 31, 2012 (in thousands):

2013	$	13,759
2014	12,194
2015	9,527
2016	8,708
2017	6,157

Schedule of Intangible Assets [Table Text Block]

The components of intangible assets at December 31 were as follows:

	Useful life
	Minimum		Maximum	2012		2011
	(Years)			(In thousands)
Amortizing intangibles:
Covenants-not-to-compete	2	-	40	$	208,594	$	200,973
Customer relationships	10	-	20	102,481		100,423
Tradenames	5	-	5	3,600		3,600
Other	5	-	40	6,050		6,050
				320,725		311,046
Less: Accumulated amortization				207,985		189,773
Amortizing intangibles, net				112,740		121,273
Non-amortizing intangibles:
Tradenames			Indefinite	134,823		121,838
Other			Indefinite	10,140		10,140
Non-amortizing intangibles				144,963		131,978
Intangible assets, net				$	257,703	$	253,251

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Preneed Funeral Activities Investment Related Activities (Details) (Funeral [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Funeral [Member]
Investment related activities [Line Items]
Deposits to trust	$ 81,601	$ 72,750	$ 80,027
Withdrawals	100,635	109,013	103,418
Purchases of available-for-sale securities	563,628	527,681	467,221
Sales of available-for-sale securities	555,709	610,917	479,128
Realized gains from sales of available-for-sale securities	60,833	61,272	36,807
Realized losses from sales of available-for-sale securities	$ (21,454)	$ (41,162)	$ (46,601)

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Preneed Cemetery Activities Level 3 Activities (Details) (Cemetery [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Cemetery [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Fair market value, beginning balance	$ 15,655		$ 6,251		$ 4,341
Net unrealized (losses) gains included in Accumulated other comprehensive income	128	[1]	286	[1]	(4,304)	[1]
Net realized losses included in Other income, net(2)	(66)	[2]	(101)	[2]	(529)	[2]
Sales	0		0		(48)
Contributions	4,932		10,795		7,508
Distributions and other	(2,512)		(1,576)		(717)
Fair market value, ending balance	$ 18,137		$ 15,655		$ 6,251

[1] All unrealized gains (losses) recognized in Accumulated other comprehensive income for our cemetery 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 our Deferred preneed funeral and cemetery receipts held in trust.

[2] All losses 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.

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Preneed Funeral Activities Preneed Funeral Activities, Textuals (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Insurance Commissions and Fees	$ 94,000,000	$ 86,800,000	$ 68,300,000
Funeral [Member]
Available-for-sale securities, estimated maturity date, minimum	2013
Underlying assets liquidation range, minimum	2
Fair Value, Measurement with unobservable inputs, risk discount, high end of the range	60.00%
Fair Value, Measurement with unobservable inputs, liquidity discount, high end of the range	25.00%
Fair Value, Investments, Entities that Calculate Net Asset Value Per Share, Unfunded Commitments	11,500,000
Investment Earnings, Net	38,700,000	37,700,000	29,500,000
Other than Temporary Impairment Losses, Investments, Portion Recognized in Earnings, Net	781,000	24,705,000	8,135,000
Underlying assets liquidation range, maximum	$ 10
Available-for-sale securities, estimated maturity date, maximum	2053

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Earnings Per Share Level 3 (Tables)

12 Months Ended

Dec. 31, 2012

Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

A reconciliation of the numerators and denominators of the basic and diluted EPS for the three years ended December 31 is presented below:

	2012		2011		2010
	(In thousands, except per share amounts)
Amounts attributable to common stockholders:
Net income:
Net income — basic	$	152,546	$	144,903	$	126,417
After tax interest on convertible debt	51		51		51
Net income — diluted	$	152,597	$	144,954	$	126,468
Weighted average shares:
Weighted average shares — basic	215,712		234,242		248,871
Stock options	3,233		2,306		1,610
Convertible debt	121		121		121
Weighted average shares — diluted	219,066		236,669		250,602
Net income per share:
Basic	$	0.71	$	0.62	$	0.51
Diluted	$	0.70	$	0.61	$	0.50

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Supplementary Information (Parentheticals) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Allowance for Doubtful Accounts Receivable, Current	$ 1,690	$ 1,989
Allowance for Notes, Loans and Financing Receivable, Noncurrent	1,316	1,665
Funeral [Member]
Allowance for Doubtful Accounts Receivable, Current	$ 3,298	$ 7,755

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Preneed Cemetery Activities Investment Related Activities (Details) (Cemetery [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cemetery [Member]
Investment related activities [Line Items]
Deposits to trust	$ 98,130	$ 98,121	$ 96,864
Withdrawals	98,738	109,382	100,474
Purchases of available-for-sale securities	746,761	595,683	638,368
Sales of available-for-sale securities	700,091	525,534	592,813
Realized gains from sales of available-for-sale securities	87,665	67,167	43,413
Realized losses from sales of available-for-sale securities	$ (29,397)	$ (46,889)	$ (51,771)

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Commitments and Contingencies Level 3 (Tables)

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

As of December 31, 2012, future minimum lease payments for non-cancelable operating and capital leases exceeding one year were as follows:

	Operating		Capital
	(In thousands)
2013	$	12,147	$	27,420
2014	10,187		33,121
2015	8,348		46,790
2016	7,213		14,389
2017	6,322		33,285
2018 and thereafter	45,295		33,901
Total	$	89,512	$	188,906
Less: Interest on capital leases			(12,461		)
Total principal payable on capital leases			$	176,445

Long-term Purchase Commitment [Table Text Block]

At December 31, 2012, the maximum estimated future cash commitments under agreements with remaining commitment terms, and with original terms of more than one year, were as follows:

	Employment and Management		Consulting		Non-Competition		Total
	(In thousands)
2013	$	2,990	$	716	$	4,659	$	8,365
2014	2,441		581		4,172		7,194
2015	1,282		390		3,672		5,344
2016	541		173		3,388		4,102
2017	448		69		3,199		3,716
2018 and thereafter	267		193		10,233		10,693
Total	$	7,969	$	2,122	$	29,323	$	39,414

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Divestiture Related Activities

12 Months Ended

Dec. 31, 2012

Divestiture-Related Activities [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

Divestiture-Related Activities

As divestitures occur in the normal course of business, gains or losses on the sale of such locations are recognized in the income statement line item (Losses) gains 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.

(Losses) gains on divestitures and impairment charges, net consist of the following for the years ended December 31:

	2012			2011			2010
	(In thousands)
(Losses) gains on divestitures, net	$	617		$	(8,526	)	$	16,547
Impairment losses	(2,150		)	(2,451		)	(8,035		)
	$	(1,533	)	$	(10,977	)	$	8,512

Keystone

In conjunction with our acquisition of Keystone, we entered into an agreement with the Federal Trade Commission to sell 22 funeral homes and five cemeteries, which were sold for $34.9 million in the second quarter of 2010. We recognized a gain on divestitures of $6.2 million associated with the former SCI properties.

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Acquisition Level 1 (Notes)

12 Months Ended

Dec. 31, 2012

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

Acquisition

Neptune

The Company acquired 70% of the outstanding shares of The Neptune Society, Inc. (Neptune) on June 3, 2011 for $44 million. Neptune is the nation's largest direct cremation organization with a network of 30 locations in nine states. Neptune operates under the brand names Neptune Society, Neptune Cremation Service, and Trident Society. With this acquisition we will be expanding the footprint into a sector of the market that will continue to grow and that we do not currently target through our traditional funeral service and cemetery network. We have completed our evaluation of purchase price allocation. As a result of this acquisition, we recognized $37.6 million of intangible assets and $37.3 million of goodwill.

Keystone

In March 2010, pursuant to a tender offer, we acquired Keystone North America, Inc. (Keystone) for C$8.07 per share in cash, resulting in a purchase price of $288.9 million, which includes the refinancing of $80.7 million of Keystone’s debt.

We incurred acquisition costs of $7.1 million of which $3.7 million is included in General and Administrative Expenses for the year ended December 31, 2010, respectively, and the remainder was incurred in prior periods.

The primary reasons for the merger and the principal factors that contributed to the recognition of goodwill in this acquisition were:

• the acquisition of Keystone enhances our network footprint, enabling us to serve a number of new, complementary areas;

• combining the two companies’ operations provides synergies and related cost savings through the elimination of duplicate home office functions and economies of scale; and

• the acquisition of Keystone’s preneed backlog of deferred revenues enhances our long-term stability.

The following table summarizes the adjusted fair values of the assets acquired and liabilities assumed as of March 26, 2010:

	(In thousands)
Accounts receivable	$	6,131
Other current assets	20,200
Cemetery property	19,949
Property and equipment, net	105,888
Preneed funeral and cemetery receivables and trust investments	66,395
Finite-lived intangible assets	34,312
Indefinite-lived intangible assets	33,700
Deferred charges and other assets	6,533
Goodwill	108,643
Total assets acquired	401,751
Current liabilities	11,719
Long-term debt	2,548
Deferred preneed funeral and cemetery revenues and deferred receipts held in trusts	69,336
Deferred tax liability	20,939
Other liabilities	8,347
Total liabilities assumed	112,889
Net assets acquired	$	288,862

The gross amount of accounts receivable is $8.2 million, of which $2.1 million is not expected to be collected. Included in Preneed funeral and cemetery receivables and trust investments are receivables under preneed contracts with a fair value of $5.2 million. The gross amount due under the contracts is $5.5 million, of which $0.3 million is not expected to be collected.

We have finalized our assessment of the fair values. Goodwill, land, and certain identifiable intangible assets recorded in the acquisition are not subject to amortization; however, the goodwill and intangible assets will be tested periodically for impairment as required by the Intangible Assets Topic of the ASC. Of the $108.6 million in goodwill recognized, $4.3 million was allocated to our cemetery segment and $104.3 million was allocated to our funeral segment. As a result of the carryover of Keystone’s tax basis, $26.0 million of this goodwill is deductible for tax purposes. The identified intangible assets are comprised of the following:

	Useful life
	Minimum	Maximum	Fair Value
	(Years)		(In thousands)
Preneed customer relationships related to insurance claims	10	10	$	15,200
Other preneed customer relationships	10	14	1,740
Covenants-not-to-compete	5	15	13,332
Operating leases	5	15	440
Tradenames	5	5	3,600
Tradenames		Indefinite	33,200
Licenses and permits		Indefinite	500
Total intangible assets			$	68,012

Included in our results of operations for the twelve months ended December 31, 2010 is revenue of $83.7 million and net income of $16.7 million for the period from the acquisition date (March 26, 2010) through December 31, 2010. The following unaudited pro forma summary presents financial information as if the acquisition had occurred at the beginning of the year presented for the consolidated company:

	2011
	(In thousands)
Revenue	$	2,220,204
Net income	$	129,970

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Quarterly Financial Data (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011		Jun. 30, 2011		Mar. 31, 2011		Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Revenues	$ 629,421		$ 581,182		$ 597,372		$ 602,506		$ 586,568		$ 572,999		$ 576,774		$ 579,699		$ 2,410,481	$ 2,316,040	$ 2,190,552
Costs and expenses	(481,221)		(459,911)		(469,183)		(474,939)		(456,551)		(465,949)		(461,751)		(453,253)		(1,885,254)	(1,837,504)	(1,741,329)
Gross profits	148,200		121,271		128,189		127,567		130,017		107,050		115,023		126,446		525,227	478,536	449,223
Operating income	103,806		95,176		99,689		101,118		107,825		78,186		80,495		97,193		399,789	363,699	354,046
Income before income taxes	46,749	[1]	63,925	[1]	63,574	[1]	71,435	[1]	72,773	[1]	44,042	[1]	44,827	[1]	63,994	[1]	245,683	225,636	219,459
Provision for income taxes	(20,365)		(22,128)		(25,935)		(23,120)		(28,223)		(9,027)		(18,089)		(24,065)		91,548	79,404	92,458
Net income	26,384		41,797		37,639		48,315		44,550		35,015		26,738		39,929		154,135	146,232	127,001
Net income attributable to noncontrolling interests	(1)		(735)		(563)		(290)		0		481		(645)		(1,165)		(1,589)	(1,329)	(584)
Net income attributable to common stockholders	$ 26,383		$ 41,062		$ 37,076		$ 48,025		$ 44,550		$ 35,496		$ 26,093		$ 38,764		$ 152,546	$ 144,903	$ 126,417
Basic — EPS	$ 0.12	[2]	$ 0.19	[2]	$ 0.17	[2]	$ 0.22	[2]	$ 0.20	[2]	$ 0.15	[2]	$ 0.11	[2]	$ 0.16	[2]	$ 0.71	$ 0.62	$ 0.51
Diluted - EPS	$ 0.12	[2]	$ 0.19	[2]	$ 0.17	[2]	$ 0.22	[2]	$ 0.20	[2]	$ 0.15	[2]	$ 0.11	[2]	$ 0.16	[2]	$ 0.70	$ 0.61	$ 0.50

[1] Includes (Losses) gains on divestitures and impairment charges, net, as described in Note 20.

[2] Net income per share is computed independently for each of the quarters presented. Therefore, the sum of the quarters’ net income per share may not equal the total computed for the year.

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Preneed Funeral Activities Fair Value Hierarchy (Details) (Funeral [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Funeral [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trust investments, at market	$ 977,973	$ 892,685

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Equity Level 3 (Tables)

12 Months Ended

Dec. 31, 2012

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

Our components of Accumulated other comprehensive income are as follows:

	Foreign Currency Translation Adjustment			Unrealized Gains and Losses			Accumulated Other Comprehensive (Loss) Income
	(In thousands)
Balance at December 31, 2009	$	97,142		$	—		$	97,142
Activity in 2010	15,626			—			15,626
Increase in net unrealized gains associated with available-for-sale securities of the trusts, net of taxes	—			147,688			147,688
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	—			(147,688		)	(147,688		)
Balance at December 31, 2010	$	112,768		$	—		$	112,768
Activity in 2011	(6,916		)	—			(6,916		)
Reduction in net unrealized gains associated with available-for-sale securities of the trusts, net of taxes	—			(80,789		)	(80,789		)
Reclassification of net unrealized losses activity attributable to the Deferred preneed funeral and cemetery receipts held in trust and Care trusts’ corpus, net of taxes	—			80,789			80,789
Balance at December 31, 2011	$	105,852		$	—		$	105,852
Activity in 2012	5,865						5,865
Increase in net unrealized gains associated with available-for-sale securities of the trusts, net of taxes	—			95,686			95,686
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	—			(95,686		)	(95,686		)
Balance at December 31, 2012	$	111,717		$	—		$	111,717

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Quarterly Financial Data

12 Months Ended

Dec. 31, 2012

Quarterly Financial Data (Unaudited) [Abstract]

Quarterly Financial Information [Text Block]

Quarterly Financial Data (Unaudited)

Quarterly financial data for 2012 and 2011 is as follows:

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
	(In thousands, except per share amounts)
2012
Revenues	$	602,506		$	597,372		$	581,182		$	629,421
Costs and expenses	(474,939		)	(469,183		)	(459,911		)	(481,221		)
Gross profits	127,567			128,189			121,271			148,200
Operating income	101,118			99,689			95,176			103,806
Income from continuing operations before income taxes (1)	71,435			63,574			63,925			46,749
Provision for income taxes	(23,120		)	(25,935		)	(22,128		)	(20,365		)
Net income	48,315			37,639			41,797			26,384
Net income attributable to noncontrolling interests	(290		)	(563		)	(735		)	(1		)
Net income attributable to common stockholders	48,025			37,076			41,062			26,383
Net income attributable to common stockholders per share (2):
Basic — EPS	0.22			0.17			0.19			0.12
Diluted — EPS	0.22			0.17			0.19			0.12
2011
Revenues	$	579,699		$	576,774		$	572,999		$	586,568
Costs and expenses	(453,253		)	(461,751		)	(465,949		)	(456,551		)
Gross profits	126,446			115,023			107,050			130,017
Operating income	97,193			80,495			78,186			107,825
Income from continuing operations before income taxes (1)	63,994			44,827			44,042			72,773
Provision for income taxes	(24,065		)	(18,089		)	(9,027		)	(28,223		)
Net income	39,929			26,738			35,015			44,550
Net (income) loss attributable to noncontrolling interests	(1,165		)	(645		)	481			—
Net income attributable to common stockholders	38,764			26,093			35,496			44,550
Net income attributable to common stockholders per share (2):
Basic — EPS	0.16			0.11			0.15			0.20
Diluted — EPS	0.16			0.11			0.15			0.20

_________________________________

(1) Includes (Losses) gains on divestitures and impairment charges, net, as described in Note 20.

(2) Net income per share is computed independently for each of the quarters presented. Therefore, the sum of the quarters’ net income per share may not equal the total computed for the year.

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Schedule II

12 Months Ended

Dec. 31, 2012

Valuation and Qualifying Accounts [Abstract]

Schedule of Valuation and Qualifying Accounts Disclosure [Text Block]

SERVICE CORPORATION INTERNATIONAL SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS Three Years Ended December 31, 2012
Description	Balance at Beginning of Period			Charged (Credited) to Costs and Expenses		Charged (Credited) to Other Accounts(1)			Write-Offs(2)			Balance at End of Period
	(In thousands)
Current provision:
Allowance for doubtful accounts:
Year Ended December 31, 2012	$	9,744		$	9,706	$	38,946		$	(48,116	)	$	10,280
Year Ended December 31, 2011	$	13,973		$	9,254	$	25,813		$	(39,296	)	$	9,744
Year Ended December 31, 2010	$	14,171		$	8,153	$	17,926		$	(26,277	)	$	13,973
Due After One Year:
Allowance for doubtful accounts:
Year Ended December 31, 2012	$	1,665		$	—	$	1		$	(350	)	$	1,316
Year Ended December 31, 2011	$	3,111		$	—	$	—		$	(1,446	)	$	1,665
Year Ended December 31, 2010	$	3,135		$	—	$	—		$	(24	)	$	3,111
Preneed Funeral and Preneed Cemetery
Asset allowance for cancellation:
Year Ended December 31, 2012	$	77,992		$	4,549	$	(295	)	$	—		$	82,246
Year Ended December 31, 2011	$	77,792		$	2,852	$	(2,652	)	$	—		$	77,992
Year Ended December 31, 2010	$	71,202		$	3,204	$	3,386		$	—		$	77,792
Deferred Preneed Funeral and Cemetery
Revenue allowance for cancellation:
Year Ended December 31, 2012	$	(136,004	)	$	—	$	4,684		$	—		$	(131,320	)
Year Ended December 31, 2011	$	(134,760	)	$	—	$	(1,244	)	$	—		$	(136,004	)
Year Ended December 31, 2010	$	(130,897	)	$	—	$	(3,863	)	$	—		$	(134,760	)
Deferred tax valuation allowance:
Year Ended December 31, 2012	$	63,681		$	3,713	$	338		$	—		$	67,732
Year Ended December 31, 2011	$	63,614		$	67	$	—		$	—		$	63,681
Year Ended December 31, 2010	$	68,192		$	76	$	(4,654	)	$	—		$	63,614

_________________________________

(1) Primarily relates to acquisitions and dispositions of operations.

(2) Uncollected receivables written off, net of recoveries.

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Consolidated Statement of Equity (Parentheticals) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Dividends declared per share	$ 0.06	$ 0	$ 0	$ 0

XML

Summary of Significant Accounting Policies Level 2 (Policies)

12 Months Ended

Dec. 31, 2012

Consolidation, Policy [Policy Text Block]

Principles of Consolidation and Basis of Presentation

Our consolidated financial statements include the accounts of Service Corporation International (SCI) 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. Intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain reclassifications have been made to prior years to conform to current period financial statement presentation with no effect on our previously reported consolidated financial position, results of operations, or cash flows.

Use of Estimates, Policy [Policy Text Block]

Use of Estimates in the Preparation of Financial Statements

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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.

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2012, the majority of our cash was invested in commercial paper. The carrying amounts of our cash and cash equivalents approximate fair value due to the short-term nature of these instruments.

Trade and Other Accounts Receivable, Policy [Policy Text Block]

Accounts Receivable and Allowance for Doubtful Accounts

Our trade receivables primarily consist of amounts due for funeral services already performed. We provide various allowances and cancellation reserves for our funeral and cemetery preneed and atneed receivables as well as for our preneed funeral and preneed cemetery deferred revenues. These allowances are based on an analysis of historical trends of collection and cancellation activity. Atneed funeral and cemetery receivables are considered past due after 30 days. Collections are generally managed by the locations or third party agencies acting on behalf of the locations, until a receivable is 180 days delinquent at which time it is fully reserved and sent to a collection agency. These estimates are impacted by a number of factors, including changes in the economy, relocation, and demographic or competitive changes in our areas of operation.

Inventory, Policy [Policy Text Block]

Inventories and Cemetery Property

Funeral and cemetery merchandise are stated at the lower of average cost or market. Cemetery property is recorded at cost. Inventory costs and cemetery property are relieved using specific identification in performance of a contract.

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment, Net

Property and equipment are recorded at cost. Maintenance and repairs are charged to expense whereas renewals and major replacements that extend the assets useful lives are capitalized. Depreciation is recognized ratably over the estimated useful lives of the various classes of assets. Buildings are depreciated over a period ranging from seven to forty years, equipment is depreciated over a period from three to eight years, and leasehold improvements are depreciated over the shorter of the lease term or ten years. Depreciation and amortization expense related to property and equipment was $120.2 million, $118.0 million, and $116.4 million for the years ended December 31, 2012, 2011, and 2010, respectively. When property is sold or retired, the cost and related accumulated depreciation are removed from the consolidated balance sheet; resulting gains and losses are included in the consolidated statement of operations in the period of sale or disposal.

Lease, Policy [Policy Text Block]

Leases

We have lease arrangements primarily related to funeral service locations and transportation equipment that were primarily classified as capital leases at December 31, 2012. Lease terms related to funeral home properties generally range from one to 40 years with options to renew at varying terms. Lease terms related to transportation equipment generally range from one to five years with options to renew at varying terms. We calculate operating lease expense ratably over the lease term. We consider reasonably assured renewal options and fixed escalation provisions in our calculation. For more information related to leases, see Note 12.

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill

The excess of purchase price over the fair value of identifiable net assets acquired in business combinations is recorded as goodwill. Goodwill is tested annually for impairment by assessing the fair value of each of our reporting units. We performed our annual impairment test of goodwill in accordance with the Intangibles Topic of the Accounting Standards Codification (ASC) during the fourth quarter.

In September 2011, the FASB amended the Intangibles - Goodwill and Other Topic of the ASC that allows us to make a qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill (the "qualitative assessment"). If, after assessing the relevant information, we determine it is more likely than not that the fair value is more than the carrying amount, no additional work is necessary. If we determine it is more likely than not that the fair value is less than the carrying amount, then we are required to proceed to the quantitative approach.

Our goodwill impairment test involves estimates and management judgment. In assessing our goodwill for impairment, we elected not to perform the qualitative assessment. Therefore, in the first step of our goodwill impairment test, we compare the fair value of a reporting unit to its carrying amount, including goodwill. We determine fair value of each reporting unit using both a market and income approach. Our methodology considers discounted cash flows and multiples of EBITDA (earnings before interest, taxes, depreciation, and amortization) for both SCI and its competitors. The discounted cash flow valuation uses projections of future cash flows and includes assumptions concerning future operating performance and economic conditions that may differ from actual future cash flows. We do not record an impairment of goodwill in instances where the fair value of a reporting unit exceeds its carrying amount. If the aggregate step one fair value is less than the related carrying amount for a reporting unit, we compare the implied fair value of goodwill (as defined in the Intangibles Topic of the ASC) to the carrying amount of goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. Based on our most recent annual impairment test performed during the fourth quarter, we concluded that there was no impairment of goodwill as of December 31, 2012.

For our most recent annual impairment test performed in the fourth quarter, we used growth rates ranging from 1.9% to 6.2% over a five-year period, plus a terminal value determined using the constant growth method in projecting our future cash flows. We used an 8.5% discount rate, which reflected our weighted average cost of capital based on our capital structure, as adjusted for equity risk premiums. Fair value was calculated as the sum of the projected discounted cash flows of our reporting units over the next five years plus terminal value at the end of those five years. Our terminal value was calculated using a long-term growth rate of 2.5% and 2.9% for our funeral and cemetery reporting units, respectively.

In addition to our annual review, we assess the impairment of goodwill whenever events or changes in circumstances indicate that the carrying value may be greater than fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results and significant negative industry or economic trends. No interim goodwill impairment reviews were required in 2012.

Goodwill and Intangible Assets, Intangible Assets, Indefinite-Lived, Policy [Policy Text Block]

Other Intangible Assets

Our intangible assets include customer relationships, trademarks and tradenames, and other assets primarily resulting from acquisitions. Our trademark and tradenames and water rights assets are considered to have an indefinite life and are not subject to amortization. We test for impairment of intangible assets in accordance with the Intangibles Topic of the ASC annually during the fourth quarter.

Our intangible assets impairment tests involve estimates and management judgment. For trademark and tradenames, our test uses the relief from royalty method whereby we determine the fair value of the assets by discounting the cash flows that represent a savings over having to pay a royalty fee for use of the trademark and tradenames. The discounted cash flow valuation uses projections of future cash flows and includes assumptions concerning future operating performance and economic conditions that may differ from actual future cash flows. For our most recent annual impairment test performed in the fourth quarter, we estimated that the pre-tax savings would be 4.0% of the revenues associated with the trademark and tradenames, based primarily on our research of intellectual property valuation and licensing databases. We also assumed a terminal growth rate of 2.5% and 2.9% for our funeral and cemetery segments, respectively, and discounted the cash flows at an 8.7% discount rate based on the relative risk of these assets to our overall business. Based on our annual impairment test performed during the fourth quarter, we recorded a $1.2 million impairment on certain of our tradename intangible assets as of December 31, 2012.

In addition to our annual review, we assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying value may be greater than the fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results and significant negative industry or economic trends. No interim intangible impairment reviews were required in 2012.

Certain of our intangible assets associated with prior acquisitions are relieved using specific identification in performance of a contract. We amortize all other finite-lived intangible assets on a straight-line basis over their estimated useful lives of two to forty years.

Impairment or Disposal of Long-Lived Assets, Policy [Policy Text Block]

Valuation of Long-Lived Assets

We review the carrying value of our long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable, in accordance with the Intangibles and Property, Plant, and Equipment Topic of the ASC. Under this guidance, long-lived assets to be held and used are reported at the lower of their carrying amount or fair value. Fair value is based on an income approach that utilizes projections of undiscounted future cash flows expected to be generated by our long-lived assets. No long-lived asset impairment reviews were required in 2012.

Assets to be disposed of and assets not expected to provide any future service potential are recorded at the lower of their carrying amount or fair value less estimated cost to sell. We determined the fair value of assets to be disposed of using a market approach. See Note 20 for additional information related to assets to be disposed.

Stockholders' Equity, Policy [Policy Text Block]

Treasury Stock

We make treasury stock purchases in the open market or through privately negotiated transactions subject to market conditions and normal trading restrictions. We account for the repurchase of our common stock under the par value method. We use the average cost method upon the subsequent reissuance of treasury shares. On December 14, 2012, we canceled 17.2 million shares of common stock held in our treasury. We canceled 19.2 million and 13.0 million shares of common stock held in our treasury in 2011 and 2010, respectively. These retired treasury shares were changed to authorized but unissued status.

Foreign Currency Transactions and Translations Policy [Policy Text Block]

Foreign Currency Translation

All assets and liabilities of our foreign subsidiaries are translated into U.S. dollars at exchange rates in effect as of the end of the reporting period. Revenue and expense items are translated at the average exchange rates for the reporting period. The resulting translation adjustments are included in Equity as a component of Accumulated other comprehensive income in the consolidated statement of equity and consolidated balance sheet.

The functional currency of SCI and its subsidiaries is the respective local currency. The transactional currency gains and losses that arise from transactions denominated in currencies other than the functional currencies of our operations are recorded in Other income (expense), net in the consolidated statement of operations. We do not have an investment in foreign operations considered to be in highly inflationary economies.

Fair Value of Financial Instruments, Policy [Policy Text Block]

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 Fair Value Measurements and Disclosure (FVM&D) Topic of the ASC. 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; and

• 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 May 2011, the FASB amended the FVM&D Topic of the ASC that expands disclosures about items marked to fair value that are categorized within Level 3 of the fair value hierarchy to include qualitative explanations of the valuation methodology used and sensitivity analysis of the inputs into the valuation. The amendment also requires that items that are not measured at fair value but for which the fair value is disclosed also disclose the level in the fair value hierarchy in which those items were categorized. We adopted the amended guidance in 2012 and the appropriate disclosures are contained in Notes 4, 5, and 6.

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 FVM&D 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 an income approach fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt status. These funds are classified as Level 2 investments pursuant to the three-level valuation hierarchy as required by the FVM&D Topic of the ASC.

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 FVM&D 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 an income approach fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt status. These funds are classified as Level 2 investments pursuant to the three-level valuation hierarchy as required by the FVM&D Topic of the ASC.

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 FVM&D 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 an income approach fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt status. These funds are classified as Level 2 investments pursuant to the three-level valuation hierarchy as required by the FVM&D Topic of the ASC.

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 as required by the FVM&D Topic of the ASC. The bank credit facility and the mortgage and other debt are classified 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.

Revenue Recognition, Policy [Policy Text Block]

Earnings from all our funeral merchandise and service trust investments are recognized in funeral revenues when a service is performed or merchandise is delivered. Fees charged by our wholly-owned registered investment advisor are also included in current revenues in the period in which they are earned. 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.

Finance, Loans and Leases Receivable, Policy [Policy Text Block]

Preneed Funeral and Cemetery Receivables

We sell preneed funeral and cemetery contracts whereby the customer enters into arrangements for future merchandise and services prior to the time of need. As these contracts are prior to the delivery of the related goods and services, the preneed funeral and cemetery receivables are offset by a comparable deferred revenue amount. These receivables have an interest component for which interest income is recorded when the interest amount is considered collectible and realizable, which typically coincides with cash payment. We do not accrue interest on financing receivables that are not paid in accordance with the contractual payment date given the nature of our goods and services, the nature of our contracts with customers, and the timing of the delivery of our services. We do not consider receivables to be past due until the service or goods are required to be delivered at which time the preneed receivable is paid or reclassified as a trade receivable with payment terms of less than 30 days. As the preneed funeral and cemetery receivables are offset by comparable deferred revenue amount, we have no risk of loss related to these receivables.

If a preneed contract is cancelled prior to delivery, state or provincial law determines the amount of the refund owed to the customer, if any, including the amount of the attributed investment earnings. Upon cancellation, we receive the amount of principal deposited to the trust and previously undistributed net investment earnings and, where required, issue a refund to the customer. We retain excess funds, if any, and recognize the attributed investment earnings (net of any investment earnings payable to the customer) as revenue in the consolidated statement of operations. In certain jurisdictions, we may be obligated to fund any shortfall if the amount deposited by the customers exceed the funds in trust. Based on our historical experience, we have provided an allowance for cancellation of these receivables, which is recorded as a reduction in receivables with a corresponding offset to deferred revenue.

Income Tax, Policy [Policy Text Block]

Income Taxes

We compute income taxes using the liability method. Our ability to realize the benefit of our federal and state deferred tax assets requires us to achieve certain future earnings levels. We have established a valuation allowance against a portion of our deferred tax assets and we could be required to further adjust that valuation allowance if market conditions change materially and future earnings are, or are projected to be, significantly different than our current estimates.

A valuation allowance has been established because more-likely-than-not uncertainties exist with respect to our future realization of certain loss carry-forwards. The valuation allowance is primarily attributable to state net operating losses and reflects our expectation that the net operating losses in certain jurisdictions will expire before we generate sufficient taxable income to utilize the losses.

Deferred taxes are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates.

The provision or benefit for income taxes includes U.S. federal income taxes (determined on a consolidated return basis), foreign income taxes, and state income taxes.

Pursuant to the Stock Compensation Topic under the ASC, such windfall tax benefits are not recognized in our consolidated financial statements unless they reduce income taxes payable.

Consolidation, Variable Interest Entity, Policy [Policy Text Block]

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.

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 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.

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.

Pension and Other Postretirement Plans, Policy [Policy Text Block]

The Plans’ weighted-average assumptions used to determine the benefit obligation and net benefit cost are as follows: we base our discount rate used to compute future benefit obligations using an analysis of expected future benefit payments. The reasonableness of our discount rate is verified by comparing the rate to the rate earned on high-quality fixed income investments, such as the Moody’s Aa index, plus 50 basis points. The assumed rate of return on plan assets was not applicable as we pay plan benefits as they come due. As all Plans are curtailed, the assumed rate of compensation increase is zero.

We currently have a supplemental retirement plan for certain current and former key employees (SERP), a supplemental retirement plan for officers and certain key employees (Senior SERP), a retirement plan for certain non-employee directors (Directors’ Plan), a Retirement Plan for Rose Hills Trustees, and a Rose Hills Supplemental Retirement Plan (Rose Hills SERP) (collectively, the “Plans”). We also provide a 401(k) employee savings plan. All of our Plans have a measurement date of December 31.

The Plans are frozen; therefore, the participants do not earn incremental benefits from additional years of service, and we do not incur any additional service cost since December 31, 2000.

Retirement benefits under the SERP are based on years of service and average monthly compensation, reduced by benefits under Social Security. The Senior SERP provides retirement benefits based on years of service and position. The Directors’ Plan provides for an annual benefit to directors following retirement, based on a vesting schedule.

Consolidation, Variable Interest Entity, Policy [Policy Text Block]

We have an employee savings plan that qualifies under section 401(k) of the Internal Revenue Code for the exclusive benefit of our United States employees. Under the plan, participating employees may contribute a portion of their pretax and/or after-tax income in accordance with specified guidelines up to a maximum of 50%.

During 2012, 2011, and 2010 we matched a percentage of the employee contributions through contributions of cash. For these years, our matching contribution was based upon the following:

Years of Vesting Service	Percentage of Deferred Compensation
0 — 5 years	75% of the first 6% of deferred compensation
6 — 10 years	100% of the first 6% of deferred compensation
11 or more years	125% of the first 6% of deferred compensation

Funeral and Cemetery cash flow [Policy Text Block]

Cash flows from preneed funeral contracts are presented as operating cash flows in our consolidated statement of cash flows.

Cash flows from preneed cemetery contracts are presented as operating cash flows in our consolidated statement of cash flows.

Cash flows from cemetery perpetual care contracts are presented as operating cash flows in our consolidated statement of cash flows.

Revenue Recognition, Deferred Revenue [Policy Text Block]

These earnings are recorded in Deferred preneed funeral revenues until the service is performed or the merchandise is delivered.

These earnings are recorded in Deferred preneed cemetery revenues until the service is performed or the merchandise is delivered.

Marketable Securities, Available-for-sale Securities, Policy [Policy Text Block]

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 in Other income (expense), net and a decrease to Preneed funeral receivables, net and trust investments. These investment losses, if any, are offset by the corresponding reclassification in Other (expense) income, net, which reduces Deferred preneed funeral receipts held in trust. See Note 7 for further information related to our Deferred preneed funeral receipts held in trust.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

We utilize the Black-Scholes option valuation model for estimating the fair value of our stock options.

Income Tax Uncertainties, Policy [Policy Text Block]

Consistent with our historical financial reporting, we include potential accrued interest and penalties related to unrecognized tax benefits within our income tax provision account.

Funeral [Member]

Revenue Recognition, Policy [Policy Text Block]

Funeral Operations

Revenue is recognized when funeral services are performed or funeral merchandise is delivered. We sell price-guaranteed preneed funeral contracts through various programs providing for future funeral services at prices prevailing when the agreements are signed. Revenue associated with sales of preneed funeral contracts is deferred until such time that the funeral services are performed or funeral merchandise is delivered. Sales taxes collected are recognized on a net basis in our consolidated financial statements.

Pursuant to state or provincial law, all or a portion of the proceeds from funeral merchandise or services sold on a preneed basis may be required to be paid into trust funds. We defer investment earnings related to these merchandise and service trusts until the associated merchandise is delivered or services are performed. Costs related to sales of merchandise and services are charged to expense when merchandise is delivered or services are performed. See Note 4 for more information regarding preneed funeral activities.

Cemetery [Member]

Revenue Recognition, Policy [Policy Text Block]

Cemetery Operations

Revenue associated with sales of cemetery merchandise and services is recognized when the service is performed or merchandise is delivered. Revenue associated with sales of preneed cemetery interment rights is recognized in accordance with the Revenue Recognition Topic of the ASC. Under this guidance, revenue related to the preneed sale of unconstructed cemetery property is deferred until it is constructed and 10% of the sales price is collected. For services and non-personalized merchandise (such as vaults), we defer the revenues until the services are performed or the merchandise is delivered. For personalized marker merchandise, with the customer’s direction generally obtained at the time of sale, we can choose to order, store, and transfer title to the customer. In situations in which we have no further obligation or involvement related to the merchandise, we recognize revenues and record the cost of sales in accordance with the Revenue Recognition Topic of the ASC upon the earlier of vendor storage of these items or delivery in our cemetery. Sales taxes collected are recognized on a net basis in our consolidated financial statements.

Pursuant to state or provincial law, all or a portion of the proceeds from cemetery merchandise or services sold on a preneed basis may be required to be paid into trust funds. We defer investment earnings related to these merchandise and services trusts until the associated merchandise is delivered or services are performed.

A portion of the proceeds from the sale of cemetery property interment rights is required by state or provincial law to be paid into perpetual care trust funds. Investment earnings from these trusts are distributed to us regularly, are recognized in current cemetery revenues, and are intended to defray cemetery maintenance costs, which are expensed as incurred. The principal of such perpetual care trust funds generally cannot be withdrawn.

Costs related to the sale of property interment rights include the property and construction costs specifically identified by project. At the completion of the project, construction costs are charged to expense in the same period revenue is recognized. Costs related to sales of merchandise and services are charged to expense when merchandise is delivered or when services are performed. See Notes 5 and 6 for more information regarding preneed cemetery activities.

Earnings from all our cemetery merchandise and service trust investments are recognized in cemetery revenues when a service is performed or merchandise is delivered. Fees charged by our wholly-owned registered investment advisor are also included in current revenues in the period in which they are earned.

Marketable Securities, Available-for-sale Securities, Policy [Policy Text Block]

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 in Other income (expense), net and a decrease to Preneed cemetery receivables, net and trust investments. These investment losses, if any, are offset by the corresponding reclassification in Other income (expense), net, which reduces Deferred preneed cemetery receipts held in trust. See Note 7 for further information related to our Deferred preneed cemetery receipts held in trust.

Cemetery Perpetual Care [Member]

Revenue Recognition, Policy [Policy Text Block]

Distributable earnings from these cemetery perpetual care trust investments are recognized in current cemetery revenues to the extent we incur qualifying cemetery maintenance costs. Fees charged by our wholly-owned registered investment advisor are also included in current revenues in the period in which they are earned.

Marketable Securities, Available-for-sale Securities, Policy [Policy Text Block]

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 in Other (expense) income, net and a decrease to Cemetery perpetual care trust investments. These investment losses, if any, are offset by the corresponding reclassification in Other (expense) income, net, which reduces Care trusts’ corpus.

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Supplementary Information Level 4 (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Cash and cash equivalents:
Cash	$ 52,431	$ 67,937
Commercial paper and temporary investments	40,277	60,632
Cash and cash equivalents	92,708	128,569	170,846	179,745
Receivables, net:
Notes receivable	976	1,313
Allowance for Doubtful Accounts Receivable, Current	1,690	1,989
Other	16,226	12,639
Receivables, net	105,521	103,892
Other current assets:
Income tax receivable	4,805	8,670
Prepaid insurance	4,258	4,221
Restricted Cash and Cash Equivalents, Current	1,484	4,138
Other Assets, Current	9,999	8,774
Other	20,546	25,803
Cemetery Property, Undeveloped Land	1,077,930	1,072,170
Cemetery Property, Developed	412,018	425,533
Cemetery property, at cost	1,489,948	1,497,703
Land	524,381	515,100
Buildings and Improvements, Gross	1,596,888	1,526,290
Machinery and Equipment, Gross	482,476	456,852
Leasehold Improvements, Gross	27,532	24,717
Capital Leased Assets, Gross	181,386	168,538
Property, Plant and Equipment, Gross	2,812,663	2,691,497
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	(1,070,385)	(976,823)
Capital Leases, Lessee Balance Sheet, Assets by Major Class, Property, Plant, and Equipment Other, Accumulated Depreciation	(101,177)	(96,313)
Property and equipment, net	1,641,101	1,618,361
Intangible Assets, Net (Excluding Goodwill)	257,703	253,251
Restricted Cash and Cash Equivalents, Noncurrent	4,457	6,903
Deferred Tax Assets, Net, Noncurrent	490	6,932
Notes, Loans and Financing Receivable, Net, Noncurrent	10,334	11,488
Allowance for Notes, Loans and Financing Receivable, Noncurrent	1,316	1,665
Other Liabilities, Noncurrent	67,408	74,486
Cash Surrender Value of Life Insurance	84,875	77,791
Accounts payable	104,025	115,302
Accrued compensation	97,750	82,145
Accrued dividend	0	11,027	9,602
Interest Payable, Current	20,709	22,555
Accrual for Taxes Other than Income Taxes, Current	14,246	13,057
Self Insurance Reserve, Current	57,543	52,697
Bank Overdrafts	22,240	15,309
Other Accrued Liabilities, Current	57,270	46,812
Accounts payable and accrued liabilities	373,783	358,904
Defined Benefit Pension Plan, Liabilities, Noncurrent	27,374	29,214
Deferred Compensation Liability, Classified, Noncurrent	59,897	49,711
Customer Funds	70,656	76,270
Tax liability	185,568	207,701
Indemnification Liability	1,681	2,490
Payable to ECF	41,806	35,316
Other Assets, Noncurrent	12,968	14,071
Total merchandise revenues	1,094,085	1,031,401	971,252
Total services revenues	1,187,130	1,163,947	1,116,399
Other revenues	129,266	120,692	102,901
Total revenues	2,410,481	2,316,040	2,190,552
Total cost of merchandise	501,230	481,100	451,769
Total cost of services	616,194	593,738	548,454
Overhead and other expenses	767,830	762,666	741,106
Total costs and expenses	1,885,254	1,837,504	1,741,329
Deferred charges and other assets	425,267	430,851
Other liabilities	399,950	414,773
Funeral [Member]
Receivables, net:
Accounts Receivable, Net, Current	73,911	77,103
Allowance for Doubtful Accounts Receivable, Current	3,298	7,755
Other current assets:
Cash Surrender Value of Life Insurance	273,098	277,650
Total merchandise revenues	539,581	514,718	489,744
Total services revenues	984,026	968,578	930,163
Total cost of merchandise	267,355	258,694	247,104
Total cost of services	517,131	496,036	453,678
Cemetery [Member]
Receivables, net:
Accounts Receivable, Net, Current	14,408	12,837
Other current assets:
Cash Surrender Value of Life Insurance	9	5
Total merchandise revenues	554,504	516,683	481,508
Total services revenues	203,104	195,369	186,236
Total cost of merchandise	233,875	222,406	204,665
Total cost of services	$ 99,063	$ 97,702	$ 94,776

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Debt Level 3 (Tables)

12 Months Ended

Dec. 31, 2012

Debt Instrument [Line Items]

Schedule of Debt [Table Text Block]

Debt as of December 31 was as follows:

	2012			2011
	(In thousands)
7.875% Debentures due February 2013	$	4,757		$	4,757
7.375% Senior Notes due October 2014	—			180,692
6.75% Senior Notes due April 2015	136,465			136,465
6.75% Senior Notes due April 2016	197,377			197,377
7.0% Senior Notes due June 2017	295,000			295,000
7.625% Senior Notes due October 2018	250,000			250,000
7.0% Senior Notes due May 2019	250,000			250,000
4.5% Senior Notes due November 2020	200,000			—
8.0% Senior Notes due November 2021	150,000			150,000
7.5% Senior Notes due April 2027	200,000			200,000
Bank credit facility due March 2016	86,600			65,000
Obligations under capital leases	176,445			124,330
Mortgage notes and other debt, maturities through 2047	5,698			35,937
Unamortized pricing discounts and other	(4,292		)	(4,888		)
Total debt	1,948,050			1,884,670
Less current maturities	(31,429		)	(23,554		)
Total long-term debt	$	1,916,621		$	1,861,116

Schedule of Maturities of Long-term Debt [Table Text Block]

The aggregate maturities of our debt for the five years subsequent to December 31, 2012 and thereafter (in thousands) are as follows:

2013	$	31,429
2014	32,404
2015	181,888
2016	297,176
2017	327,509
2018 and thereafter	1,077,644
	$	1,948,050

Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]

Cash interest payments for the three years ended December 31 (in thousands) were as follows:

Payments in 2012	$	131,723
Payments in 2011	129,105
Payments in 2010	125,138

	Years Ended December 31,
	2012		2011		2010
	(In thousands)
Dividends accrued but not paid	$	—	$	11,027	$	9,602

Schedule of future cash interest payments [Table Text Block]

Cash interest payments forecasted as of December 31, 2012 for the five years subsequent to December 31, 2012 and thereafter (in thousands) are as follows:

Payments in 2013	$	124,173
Payments in 2014	123,508
Payments in 2015	115,323
Payments in 2016	100,121
Payments in 2017	83,993
Payments in 2018 and thereafter	255,978

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Preneed Funeral Activities Long-term Receivable and Investment (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Long-term receivable and investment components [Line Items]
Insurance-backed fixed income securities	$ 84,875	$ 77,791
Preneed funeral receivables, net and trust investments	1,532,228	1,478,865
Funeral [Member]
Long-term receivable and investment components [Line Items]
Trust investments, at market	977,973	892,685
Cash and cash equivalents	85,943	101,111
Insurance-backed fixed income securities	273,098	277,650
Trust investments	1,337,014	1,271,446
Receivables from customers	236,796	246,601
Unearned finance charge	(8,645)	(5,425)
Preneed funeral receivables, net and trust investments, excluding allowance for cancellation	1,565,165	1,512,622
Allowance for cancellation	(32,937)	(33,757)
Preneed funeral receivables, net and trust investments	$ 1,532,228	$ 1,478,865	$ 1,424,557	$ 1,356,353

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Cemetery Perpetual Care Trusts Investment Related Activities (Details) (Cemetery Perpetual Care [Member], USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cemetery Perpetual Care [Member]
Investment related activities [Line Items]
Deposits to trust	$ 24,869	$ 23,785	$ 22,828
Withdrawals	33,177	34,737	41,418
Purchases of available-for-sale securities	252,021	444,616	442,219
Sales of available-for-sale securities	136,391	410,175	365,017
Realized gains from sales of available-for-sale securities	11,463	34,275	11,753
Realized losses from sales of available-for-sale securities	$ (6,595)	$ (16,310)	$ (9,792)

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Consolidated Statement of Operations (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011		Jun. 30, 2011		Mar. 31, 2011		Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Revenues	$ 629,421		$ 581,182		$ 597,372		$ 602,506		$ 586,568		$ 572,999		$ 576,774		$ 579,699		$ 2,410,481	$ 2,316,040	$ 2,190,552
Costs and expenses	(481,221)		(459,911)		(469,183)		(474,939)		(456,551)		(465,949)		(461,751)		(453,253)		(1,885,254)	(1,837,504)	(1,741,329)
Gross profits	148,200		121,271		128,189		127,567		130,017		107,050		115,023		126,446		525,227	478,536	449,223
General and administrative expenses																	(123,905)	(103,860)	(103,689)
(Losses) gains on divestitures and impairment charges, net																	(1,533)	(10,977)	8,512
Operating income	103,806		95,176		99,689		101,118		107,825		78,186		80,495		97,193		399,789	363,699	354,046
Interest expense																	(135,068)	(133,782)	(128,196)
Losses on early extinguishment of debt, net																	(22,706)	(3,509)	(9,400)
Other income (expense), net																	3,668	(772)	3,009
Income from continuing operations before income taxes	46,749	[1]	63,925	[1]	63,574	[1]	71,435	[1]	72,773	[1]	44,042	[1]	44,827	[1]	63,994	[1]	245,683	225,636	219,459
Provision for income taxes	20,365		22,128		25,935		23,120		28,223		9,027		18,089		24,065		(91,548)	(79,404)	(92,458)
Net income	26,384		41,797		37,639		48,315		44,550		35,015		26,738		39,929		154,135	146,232	127,001
Net income attributable to noncontrolling interests	(1)		(735)		(563)		(290)		0		481		(645)		(1,165)		(1,589)	(1,329)	(584)
Net income attributable to common stockholders	$ 26,383		$ 41,062		$ 37,076		$ 48,025		$ 44,550		$ 35,496		$ 26,093		$ 38,764		$ 152,546	$ 144,903	$ 126,417
Basic earnings per share:
Net income attributable to common stockholders, basic	$ 0.12	[2]	$ 0.19	[2]	$ 0.17	[2]	$ 0.22	[2]	$ 0.20	[2]	$ 0.15	[2]	$ 0.11	[2]	$ 0.16	[2]	$ 0.71	$ 0.62	$ 0.51
Basic weighted average number of shares																	215,712	234,242	248,871
Diluted earnings per share:
Net income attributable to common stockholders, diluted	$ 0.12	[2]	$ 0.19	[2]	$ 0.17	[2]	$ 0.22	[2]	$ 0.20	[2]	$ 0.15	[2]	$ 0.11	[2]	$ 0.16	[2]	$ 0.70	$ 0.61	$ 0.50
Diluted weighted average number of shares																	219,066	236,669	250,602
Dividends declared per share	$ 0.06																$ 0	$ 0	$ 0

[1] Includes (Losses) gains on divestitures and impairment charges, net, as described in Note 20.

[2] Net income per share is computed independently for each of the quarters presented. Therefore, the sum of the quarters’ net income per share may not equal the total computed for the year.

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Retirement Plans (Tables)

12 Months Ended

Dec. 31, 2012

Compensation and Retirement Disclosure [Abstract]

Schedule of Net Benefit Costs [Table Text Block]

The components of the Plans’ net periodic benefit cost for the years ended December 31 were as follows:

	2012		2011			2010
	(In thousands)
Interest cost on projected benefit obligation	$	1,109	$	1,306		$	1,498
Actual return on plan assets	—		—			—
Recognized net actuarial (gains) losses	1,418		(289		)	534
	$	2,527	$	1,017		$	2,032

Schedule of Net Funded Status [Table Text Block]

The Plans’ funded status at December 31 was as follows:

	2012			2011
	(In thousands)
Change in Benefit Obligation:
Benefit obligation at beginning of year	$	29,214		$	31,377
Interest cost	1,109			1,306
Actuarial loss	1,806			49
Benefits paid	(3,455		)	(3,518		)
Benefit obligation at end of year	$	28,674		$	29,214
Change in Plan Assets:
Fair value of plan assets at beginning of year	$	—		$	—
Employer contributions	3,455			3,518
Benefits paid, including expenses	(3,455		)	(3,518		)
Fair value of plan assets at end of year	$	—		$	—
Funded status of plan	$	(28,674	)	$	(29,214	)
Net amount recognized in the Consolidated Balance Sheet	$	(28,674	)	$	(29,214	)
Funding Summary:
Projected benefit obligations	$	28,674		$	29,214
Accumulated benefit obligation	$	28,674		$	29,214
Amounts Recognized in the Consolidated Balance Sheet:
Accrued benefit liability	$	(28,674	)	$	(29,214	)

Schedule of Assumptions Used [Table Text Block]

The Plans’ weighted-average assumptions used to determine the benefit obligation and net benefit cost are as follows: we base our discount rate used to compute future benefit obligations using an analysis of expected future benefit payments. The reasonableness of our discount rate is verified by comparing the rate to the rate earned on high-quality fixed income investments, such as the Moody’s Aa index, plus 50 basis points. The assumed rate of return on plan assets was not applicable as we pay plan benefits as they come due. As all Plans are curtailed, the assumed rate of compensation increase is zero.

	2012		2011		2010
Weighted average discount rate used to determine obligations	2.90	%	4.05	%	4.45	%
Weighted average discount rate used to determine net periodic pension cost	4.05	%	4.41	%	4.80	%

Schedule of Expected Benefit Payments [Table Text Block]

The following benefit payments are expected to be paid in future years related to our Plans:

2013	$	3,537
2014	3,613
2015	2,995
2016	2,777
2017	2,479
Years 2018 through 2022	9,443

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Acquisition Purchase Price Allocation (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011	Mar. 31, 2011
Purchase Price Allocation [Line Items]
Indefinite-Lived Trade Names	$ 134,823	$ 121,838	$ 33,200
Finite-Lived Trade Names, Gross			3,600
Finite-Lived Intangible Asset, Off-market Lease, Favorable, Gross			440
Finite-Lived Noncompete Agreements, Gross			13,332
Finite-Lived Customer Lists, Gross			1,740
Finite-Lived Customer Relationships, Gross			15,200
Accounts receivable			6,131
Other current assets			20,200
Cemetery property			19,949
Property and equipment, net			105,888
Preneed funeral and cemetery receivables and trust investments			66,395
Finite-lived intangible assets			34,312
Indefinite-lived intangible assets			33,700
Deferred charges and other assets			6,533
Goodwill			108,643
Total assets acquired			401,751
Current liabilities			11,719
Long-term debt			2,548
Deferred preneed funeral and cemetery revenues and deferred receipts held in trusts			69,336
Deferred tax liability			20,939
Other liabilities			8,347
Total liabilities assumed			112,889
Net assets acquired			288,862
Indefinite-Lived License Agreements			$ 500

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Consolidated Statement of Cash Flows (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2010
Deferred Tax Assets, Loss and Tax Credit Carryforwards	$ 141,739		$ 215,285
Cash flows from operating activities:
Net income	154,135		146,232	127,001
Adjustments to reconcile net income to net cash provided by operating activities:
Losses (gains) on early extinguishment of debt, net	22,706		3,509	9,400
Depreciation and amortization	120,227		118,047	116,391
Amortization of intangible assets	23,853		25,591	25,197
Amortization of cemetery property	44,976		40,046	32,418
Amortization of loan costs	4,905		4,436	4,266
Provision for doubtful accounts	9,705		9,251	8,155
Provision for deferred income taxes	72,984		66,512	76,934
Losses (gains) on divestitures and impairment charges, net	1,533		10,977	(8,512)
Share-based compensation	10,983		9,144	8,878
Change in assets and liabilities, net of effects from acquisitions and divestitures:
Increase in receivables	(9,737)		(3,322)	(14,561)
Decrease in other assets	(6,714)		6,815	2,603
Increase in payables and other liabilities	25,240		14,610	16,374
Effect of preneed funeral production and maturities:
Decrease in preneed funeral receivables, net and trust investments	38,902		69,688	45,988
(Decrease) increase in deferred preneed funeral revenue	(41,813)		(32,158)	(14,778)
Decrease in deferred preneed funeral receipts held in trust	(22,357)		(50,591)	(36,322)
Effect of cemetery production and deliveries:
Increase in preneed cemetery receivables, net and trust investments	(96,837)		(65,581)	(53,224)
Increase in deferred preneed cemetery revenue	20,817		23,636	10,558
Decrease in deferred preneed cemetery receipts held in trust	(587)		(9,419)	(648)
Other	(3,675)		689	(1,739)
Net cash provided by operating activities	369,246		388,112	354,379
Cash flows from investing activities:
Capital expenditures	(115,628)		(118,375)	(97,899)
Acquisitions	(65,463)		(99,570)	(299,083)
Proceeds from divestitures and sales of property and equipment, net	9,953		24,529	90,835
Net withdrawals (deposits) of restricted funds and other	(3,816)		3,159	26,437
Net cash used in investing activities	(174,954)		(190,257)	(279,710)
Cash flows from financing activities:
Proceeds from issuance of long-term debt	227,507		85,000	510,000
Debt issuance costs	(4,500)		0	(11,828)
Payments of debt	(1,145)		(22,774)	(263,063)
Early extinguishment of debt	(202,140)		(43,194)	(119,105)
Principal payments on capital leases	(25,760)		(23,030)	(46,214)
Proceeds from exercise of stock options	18,389		8,227	1,759
Purchase of Company common stock	(186,766)		(197,302)	(116,878)
Payments of dividends	(60,296)		(44,795)	(40,001)
Payments to Acquire Additional Interest in Subsidiaries	(3,000)		0	0
Bank overdrafts and other	6,199		(798)	(2,856)
Net cash used in financing activities	(231,512)		(238,666)	(88,186)
Effect of foreign currency	1,359		(1,466)	4,618
Net (decrease) increase in cash and cash equivalents	(35,861)		(42,277)	(8,899)
Cash and cash equivalents at beginning of period	128,569		170,846	179,745
Cash and cash equivalents at end of period	92,708		128,569	170,846
Deferred Tax Assets, Valuation Allowance	(67,732)		(63,681)
Foreign Tax Authority [Member]
Deferred Tax Assets, Loss and Tax Credit Carryforwards	22,648
Cash flows from financing activities:
Deferred Tax Assets, Valuation Allowance	18,371
Internal Revenue Service (IRS) [Member]
Deferred Tax Assets, Loss and Tax Credit Carryforwards	27,316
Cash flows from financing activities:
Deferred Tax Assets, Valuation Allowance	3,707
State and Local Jurisdiction [Member]
Deferred Tax Assets, Loss and Tax Credit Carryforwards	91,775	[1]
Cash flows from financing activities:
Deferred Tax Assets, Valuation Allowance	$ 45,654	[1]

[1] Presented net of Federal benefit

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Earnings Per Share Level 4 (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011		Jun. 30, 2011		Mar. 31, 2011		Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net Income (Loss) Attributable to Parent [Abstract]
Net income attributable to common stockholders	$ 26,383		$ 41,062		$ 37,076		$ 48,025		$ 44,550		$ 35,496		$ 26,093		$ 38,764		$ 152,546	$ 144,903	$ 126,417
After tax interest on convertible debt																	51	51	51
Net income — diluted																	$ 152,597	$ 144,954	$ 126,468
Weighted average shares (denominator):
Weighted average shares — basic																	(215,712)	(234,242)	(248,871)
Stock options																	3,233	2,306	1,610
Convertible debt																	121	121	121
Weighted average shares — diluted																	219,066	236,669	250,602
Net income attributable to common stockholders, basic	$ 0.12	[1]	$ 0.19	[1]	$ 0.17	[1]	$ 0.22	[1]	$ 0.20	[1]	$ 0.15	[1]	$ 0.11	[1]	$ 0.16	[1]	$ 0.71	$ 0.62	$ 0.51
Net income attributable to common stockholders, diluted	$ 0.12	[1]	$ 0.19	[1]	$ 0.17	[1]	$ 0.22	[1]	$ 0.20	[1]	$ 0.15	[1]	$ 0.11	[1]	$ 0.16	[1]	$ 0.70	$ 0.61	$ 0.50

[1] Net income per share is computed independently for each of the quarters presented. Therefore, the sum of the quarters’ net income per share may not equal the total computed for the year.

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Preneed Funeral Activities Schedule of Unrealized Loss on Investments (Details) (Funeral [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	$ 170,669	$ 282,821
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(8,378)	(39,446)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	91,149	76,375
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(38,129)	(39,120)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	261,818	359,196
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(46,507)	(78,566)
US Treasury Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	22,357	6,977
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(803)	(90)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	6,741	8,709
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(77)	(283)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	29,098	15,686
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(880)	(373)
Foreign Government Debt Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	7,912	9,597
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(113)	(109)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	0	0
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	0	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	7,912	9,597
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(113)	(109)
Residential Mortgage Backed Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	956	600
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(8)	(4)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	0	295
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	0	(30)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	956	895
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(8)	(34)
Corporate Debt Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	7,809	17,328
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(347)	(692)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	4,283	662
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(276)	(78)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	12,092	17,990
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(623)	(770)
Preferred Stock securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	1,220	1,244
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(93)	(153)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	52	0
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(10)	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	1,272	1,244
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(103)	(153)
US Common Stock Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	70,752	84,450
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(4,694)	(18,120)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	9,089	14,924
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(2,209)	(4,595)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	79,841	99,374
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(6,903)	(22,715)
Canada Common Stock Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	6,592	8,448
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(652)	(1,491)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	2,516	513
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(619)	(280)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	9,108	8,961
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(1,271)	(1,771)
Other International Common Stock Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	7,606	7,263
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(521)	(615)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	608	2,403
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(137)	(681)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	8,214	9,666
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(658)	(1,296)
Equity Funds [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	6,779	76,559
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(126)	(9,173)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	26,340	26,053
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(6,602)	(9,809)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	33,119	102,612
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(6,728)	(18,982)
Fixed Income Funds [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	38,686	68,378
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(1,021)	(5,500)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	24,131	9,314
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(9,231)	(7,614)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	62,817	77,692
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(10,252)	(13,114)
Private Equity Funds [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	0	1,977
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	0	(3,499)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	17,389	13,502
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(18,968)	(15,750)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	17,389	15,479
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	$ (18,968)	$ (19,249)

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Divestiture Related Activities (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
(Losses) gains on divestitures	$ 617,000	$ (8,526,000)	$ 16,547,000
Impairment losses	(2,150,000)	(2,451,000)	(8,035,000)
(Losses) gains on divestitures and impairment charges, net	(1,533,000)	(10,977,000)	8,512,000
Keystone [Member]
(Losses) gains on divestitures		6,200,000
Proceeds from Divestiture of Businesses		$ 34,900,000

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Cemetery Perpetual Care Trusts Level 3 (Tables) (Cemetery Perpetual Care [Member])

12 Months Ended

Dec. 31, 2012

Cemetery Perpetual Care [Member]

Cemetery Perpetual Care Trust Investments [Line Items]

Investment related activities [Table Text Block]

The table below sets forth certain investment-related activities associated with our cemetery perpetual care trusts for the years ended December 31:

	2012			2011			2010
	(In thousands)
Deposits	$	24,869		$	23,785		$	22,828
Withdrawals	33,177			34,737			41,418
Purchases of available-for-sale securities	252,021			444,616			442,219
Sales of available-for-sale securities	136,391			410,175			365,017
Realized gains from sales of available-for-sale securities	11,463			34,275			11,753
Realized losses from sales of available-for-sale securities	(6,595		)	(16,310		)	(9,792		)

Long-term receivable and investment components [Table Text Block]

The components of Cemetery perpetual care trust investments in our consolidated balance sheet at December 31 were as follows:

	2012		2011
	(In thousands)
Trust investments, at market	$	1,045,568	$	952,573
Cash and cash equivalents	54,012		63,933
Cemetery perpetual care trust investments	$	1,099,580	$	1,016,506

Schedule of Available-for-sale Securities Reconciliation [Table Text Block]

The cost and market values associated with our cemetery perpetual care trust investments recorded at fair market value at December 31, 2012 and 2011 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.

		December 31, 2012
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	820	$	45	$	(1	)	$	864
Canadian government	2	30,159		709		(140		)	30,728
Corporate	2	22,877		537		(51		)	23,363
Residential mortgage-backed	2	1,498		41		(2		)	1,537
Asset-backed	2	161		10		—			171
Equity securities:
Preferred stock	2	5,637		61		(938		)	4,760
Common stock:
United States	1	163,173		19,609		(3,389		)	179,393
Canada	1	8,954		1,568		(731		)	9,791
Other international	1	14,693		1,392		(447		)	15,638
Mutual funds:
Equity	1	16,999		2,102		(211		)	18,890
Fixed income	1	680,921		61,172		(441		)	741,652
Private equity	3	24,727		338		(13,943		)	11,122
Other	3	9,653		1,110		(3,104		)	7,659
Cemetery perpetual care trust investments		$	980,272	$	88,694	$	(23,398	)	$	1,045,568

		December 31, 2011
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	981	$	39	$	—		$	1,020
Canadian government	2	29,015		686		(43		)	29,658
Corporate	2	21,197		528		(134		)	21,591
Residential mortgage-backed	2	1,662		53		(13		)	1,702
Asset-backed	2	83		2		(1		)	84
Equity securities:
Preferred stock	2	6,475		18		(1,146		)	5,347
Common stock:
United States	1	141,880		14,443		(9,113		)	147,210
Canada	1	13,374		1,483		(1,423		)	13,434
Other international	1	16,836		1,314		(1,421		)	16,729
Mutual funds:
Equity	1	21,801		1,598		(579		)	22,820
Fixed income	1	654,883		29,758		(9,402		)	675,239
Private equity	3	23,212		374		(12,737		)	10,849
Other	3	8,018		850		(1,978		)	6,890
Cemetery perpetual care trust investments		$	939,417	$	51,146	$	(37,990	)	$	952,573

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The change in our market-based cemetery perpetual care trust investments with significant unobservable inputs (Level 3) is as follows for the years ended December 31 (in thousands):

	2012			2011			2010
Fair market value, beginning balance	$	17,739		$	17,089		$	14,943
Net unrealized gains included in Accumulated other comprehensive income (1)	2,683			7,400			7,018
Net realized losses included in Other income (expense), net (2)	(205		)	(310		)	(2,613		)
Sales	(26		)	(44		)	(155		)
Contributions	4,171			118			11,140
Distributions and other	(5,581		)	(6,514		)	(13,244		)
Fair market value, ending balance	$	18,781		$	17,739		$	17,089

(1) All unrealized 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 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 to Care trusts’ corpus. See Note 7 for further information related to our Care trusts’ corpus.

Investments Classified by Contractual Maturity Date [Table Text Block]

Maturity dates of our fixed income securities range from 2013 to 2041. Maturities of fixed income securities at December 31, 2012 are estimated as follows:

	Fair Market Value
	(In thousands)
Due in one year or less	$	9,578
Due in one to five years	22,963
Due in five to ten years	22,830
Thereafter	1,292
	$	56,663

Schedule of Unrealized Loss on Investments [Table Text Block]

Our cemetery perpetual care trust investment unrealized losses, their associated fair market values and the duration of unrealized losses for the years ended December 31, 2012 and 2011, are shown in the following table:

	December 31, 2012
	In Loss Position Less Than 12 Months						In Loss Position Greater Than 12 Months					Total
	Fair Market Value			Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
							(In thousands)
Fixed income securities:
U.S. Treasury	$	373		$	(1	)	$	—	$	—		$	373	$	(1	)
Canadian government	9,145			(140		)	—		—			9,145		(140		)
Corporate	5,439			(33		)	1,886		(18		)	7,325		(51		)
Residential mortgage-backed	183			(2		)	—		—			183		(2		)
Equity securities:
Preferred stock	3,115			(639		)	973		(299		)	4,088		(938		)
Common stock:
United States	38,323			(2,403		)	7,495		(986		)	45,818		(3,389		)
Canada	1,246			(281		)	1,055		(450		)	2,301		(731		)
Other international	4,712			(389		)	696		(58		)	5,408		(447		)
Mutual funds:
Equity	2,654			(127		)	404		(84		)	3,058		(211		)
Fixed income	10,552			(37		)	31,837		(404		)	42,389		(441		)
Private equity	—			—			10,752		(13,943		)	10,752		(13,943		)
Other	—			—			6,308		(3,104		)	6,308		(3,104		)
Total temporarily impaired securities	$	75,742	—	$	(4,052	)	$	61,406	$	(19,346	)	$	137,148	$	(23,398	)

	December 31, 2011
	In Loss Position Less Than 12 Months					In Loss Position Greater Than 12 Months					Total
	Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
						(In thousands)
Fixed income securities:
Canadian government	7,057		(43		)	—		—			7,057		(43		)
Corporate	3,854		(73		)	1,456		(61		)	5,310		(134		)
Residential mortgage-backed	58		(1		)	127		(12		)	185		(13		)
Asset-backed	51		(1		)	—		—			51		(1		)
Equity securities:
Preferred stock	4,393		(1,116		)	21		(30		)	4,414		(1,146		)
Common stock:
United States	39,716		(5,459		)	9,055		(3,654		)	48,771		(9,113		)
Canada	4,402		(772		)	565		(651		)	4,967		(1,423		)
Other international	5,738		(1,226		)	104		(195		)	5,842		(1,421		)
Mutual funds:
Equity	9,852		(564		)	2,717		(15		)	12,569		(579		)
Fixed income	144,350		(5,498		)	51,301		(3,904		)	195,651		(9,402		)
Private equity	254		(324		)	10,189		(12,413		)	10,443		(12,737		)
Other	140		(181		)	5,660		(1,797		)	5,800		(1,978		)
Total temporarily impaired securities	$	219,865	$	(15,258	)	$	81,195	$	(22,732	)	$	301,060	$	(37,990	)

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Preneed Cemetery Activities Schedule of Available-for-sale Securities (Details) (Cemetery [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	$ 1,139,946	$ 1,047,929
Available-for-sale Securities, Gross Unrealized Gains	119,899	99,641
Available-for-sale Securities, Gross Unrealized Losses	(55,761)	(96,106)
Available-for-sale Securities, Fair Value	1,204,084	1,051,464
US Treasury Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2	2
Available-for-sale Securities, Amortized Cost Basis	99,630	51,022
Available-for-sale Securities, Gross Unrealized Gains	7,925	6,438
Available-for-sale Securities, Gross Unrealized Losses	(841)	(313)
Available-for-sale Securities, Fair Value	106,714	57,147
Foreign Government Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2	2
Available-for-sale Securities, Amortized Cost Basis	17,562	16,566
Available-for-sale Securities, Gross Unrealized Gains	402	381
Available-for-sale Securities, Gross Unrealized Losses	(83)	(24)
Available-for-sale Securities, Fair Value	17,881	16,923
Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2	2
Available-for-sale Securities, Amortized Cost Basis	43,515	42,803
Available-for-sale Securities, Gross Unrealized Gains	2,456	2,033
Available-for-sale Securities, Gross Unrealized Losses	(775)	(961)
Available-for-sale Securities, Fair Value	45,196	43,875
Residential Mortgage Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2	2
Available-for-sale Securities, Amortized Cost Basis	150	167
Available-for-sale Securities, Gross Unrealized Gains	4	5
Available-for-sale Securities, Gross Unrealized Losses	0	(2)
Available-for-sale Securities, Fair Value	154	170
Preferred Stock securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2	2
Available-for-sale Securities, Amortized Cost Basis	5,840	3,365
Available-for-sale Securities, Gross Unrealized Gains	334	86
Available-for-sale Securities, Gross Unrealized Losses	(196)	(270)
Available-for-sale Securities, Fair Value	5,978	3,181
US Common Stock Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level		1
Available-for-sale Securities, Amortized Cost Basis	363,190	408,075
Available-for-sale Securities, Gross Unrealized Gains	71,613	71,138
Available-for-sale Securities, Gross Unrealized Losses	(7,716)	(30,454)
Available-for-sale Securities, Fair Value	427,087	448,759
Canada Common Stock Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	1	1
Available-for-sale Securities, Amortized Cost Basis	16,026	18,289
Available-for-sale Securities, Gross Unrealized Gains	2,862	2,547
Available-for-sale Securities, Gross Unrealized Losses	(846)	(1,780)
Available-for-sale Securities, Fair Value	18,042	19,056
Other International Common Stock Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	1	1
Available-for-sale Securities, Amortized Cost Basis	29,889	30,501
Available-for-sale Securities, Gross Unrealized Gains	3,687	1,843
Available-for-sale Securities, Gross Unrealized Losses	(857)	(1,536)
Available-for-sale Securities, Fair Value	32,719	30,808
Equity Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	1	1
Available-for-sale Securities, Amortized Cost Basis	279,265	197,523
Available-for-sale Securities, Gross Unrealized Gains	19,520	3,317
Available-for-sale Securities, Gross Unrealized Losses	(9,921)	(24,911)
Available-for-sale Securities, Fair Value	288,864	175,929
Fixed Income Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	1	1
Available-for-sale Securities, Amortized Cost Basis	251,687	248,529
Available-for-sale Securities, Gross Unrealized Gains	10,975	11,670
Available-for-sale Securities, Gross Unrealized Losses	(19,350)	(20,238)
Available-for-sale Securities, Fair Value	243,312	239,961
Private Equity Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	3	3
Available-for-sale Securities, Amortized Cost Basis	32,785	30,783
Available-for-sale Securities, Gross Unrealized Gains	77	53
Available-for-sale Securities, Gross Unrealized Losses	(15,175)	(15,617)
Available-for-sale Securities, Fair Value	17,687	15,219
Other Investments [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	3	3
Available-for-sale Securities, Amortized Cost Basis	407	306
Available-for-sale Securities, Gross Unrealized Gains	44	130
Available-for-sale Securities, Gross Unrealized Losses	(1)	0
Available-for-sale Securities, Fair Value	$ 450	$ 436

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Credit Risk and Fair Value of Financial Instruments Level 1 (Notes)

12 Months Ended

Dec. 31, 2012

Credit Risk and Fair Value of Financial Instruments [Abstract]

Credit Risk and Fair Value of Financial Instruments [Text Block]

Credit Risk and 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 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 December 31 was as follows:

	2012		2011
	(In thousands)
7.875% Debentures due February 2013	$	4,786	$	4,971
7.375% Senior Notes due October 2014	—		196,954
6.75% Senior Notes due April 2015	150,112		150,083
6.75% Senior Notes due April 2016	222,049		216,375
7.0% Senior Notes due June 2017	341,094		323,025
7.625% Senior Notes due October 2018	298,750		276,875
7.0% Senior Notes due May 2019	276,250		262,500
4.5% Senior Notes due November 2020	204,500		—
8.0% Senior Notes due November 2021	186,000		167,550
7.5% Senior Notes due April 2027	215,500		195,750
Bank credit facility due March 2016	86,600		65,000
Mortgage notes and other debt, maturities through 2047	5,698		36,340
Total fair value of debt instruments	$	1,991,339	$	1,895,423

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 as required by the FVM&D Topic of the ASC. The bank credit facility and the mortgage and other debt are classified 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.

Credit Risk Exposure

Our cash deposits, some of which exceed insured limits, are distributed among various market and national banks in the jurisdictions in which we operate. In addition, we regularly invest excess cash in financial instruments which are not insured, such as money-market funds and Eurodollar time deposits, that are offered by a variety of reputable financial institutions and commercial paper that is offered by corporations with quality credit ratings. We believe that the credit risk associated with such instruments is minimal.

We grant credit to customers in the normal course of business. The credit risk associated with our funeral, cemetery, and preneed funeral and preneed cemetery receivables due from customers is generally considered minimal because of the diversification of the customers served. Furthermore, bad debts have not been significant relative to the volume of deferred revenues. Customer payments on preneed funeral or preneed cemetery contracts that are either placed into state-regulated trusts or used to pay premiums on life insurance contracts generally do not subject us to collection risk. Insurance-funded contracts are subject to supervision by state insurance departments and are protected in the majority of states by insurance guaranty acts.

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Deferred Preneed Funeral and Cemetery Receipts Held in Trust and Care Trusts' Corpus Level 3 (Tables)

12 Months Ended

Dec. 31, 2012

Deferred Preneed Funeral and Cemetery Receipts Held in Trust and Care Trusts' Corpus [Abstract]

Schedule of Deferred Preneed Funeral and Cemetery Receitps Held in Trust Components [Table Text Block]

The components of Deferred preneed funeral and cemetery receipts held in trust in our consolidated balance sheet at December 31, 2012 and 2011 are detailed below.

	December 31, 2012										December 31, 2011
	Preneed Funeral				Preneed Cemetery			Total			Preneed Funeral				Preneed Cemetery			Total
				(In thousands)										(In thousands)
Trust investments	$	1,337,014			$	1,291,016		$	2,628,030		$	1,271,446			$	1,156,023		$	2,427,469
Accrued trust operating payables and other	(1,827		)		(1,882		)	(3,709		)	(1,261		)		(1,852		)	(3,113		)
Deferred preneed funeral and cemetery receipts held in trust	$	1,335,187			$	1,289,134		$	2,624,321		$	1,270,185			$	1,154,171		$	2,424,356

Schedule of Care Trust Corpus' Components [Table Text Block]

The components of Care trusts’ corpus in our consolidated balance sheet at December 31, 2012 and 2011 are detailed below.

	December 31, 2012			December 31, 2011
	(In thousands)
Cemetery perpetual care trust investments	$	1,099,580		$	1,016,506
Accrued trust operating payables and other	(828		)	(1,206		)
Care trusts’ corpus	$	1,098,752		$	1,015,300

Schedule of Other Nonoperating Income, by Component [Table Text Block]

The components of Other income (expense), net in our consolidated statement of operations for the years ended December 31, 2012, 2011, and 2010 are detailed below. See Notes 4, 5, and 6 for further discussion of the amounts related to our funeral, cemetery, and cemetery perpetual care trusts.

	Year Ended December 31, 2012
	Funeral Trusts			Cemetery Trusts			Cemetery Perpetual Care Trusts			Other, Net		Total
							(In thousands)
Realized gains	$	60,833		$	87,665		$	11,463		$	—	$	159,961
Realized losses	(21,454		)	(29,397		)	(6,595		)	—		(57,446		)
Impairment charges	(781		)	(824		)	(760		)	—		(2,365		)
Interest, dividend, and other ordinary income	17,017			17,244			34,032			—		68,293
Trust expenses and income taxes	(10,685		)	(13,389		)	(1,355		)	—		(25,429		)
Net trust investment income	44,930			61,299			36,785			—		143,014
Reclassification to deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus	(44,930		)	(61,299		)	(36,785		)	—		(143,014		)
Other income (expense), net	—			—			—			3,668		3,668
Total other income (expense), net	$	—		$	—		$	—		$	3,668	$	3,668

	Year Ended December 31, 2011
	Funeral Trusts			Cemetery Trusts			Cemetery Perpetual Care Trusts			Other, Net			Total
	(In thousands)
Realized gains	$	61,272		$	67,167		$	34,275		$	—		$	162,714
Realized losses	(41,162		)	(46,889		)	(16,310		)	—			(104,361		)
Impairment charges	(24,705		)	(28,705		)	(741		)	—			(54,151		)
Interest, dividend, and other ordinary income	22,283			26,902			35,467			—			84,652
Trust expenses and income taxes	(7,303		)	(10,579		)	(2,774		)	—			(20,656		)
Net trust investment (loss) income	10,385			7,896			49,917			—			68,198
Reclassification to deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus	(10,385		)	(7,896		)	(49,917		)	—			(68,198		)
Other income (expense), net	—			—			—			(772		)	(772		)
Total other income (expense), net	$	—		$	—		$	—		$	(772	)	$	(772	)

	December 31, 2010
	Funeral Trusts			Cemetery Trusts			Cemetery Perpetual Care Trusts			Other, Net		Total
							(In thousands)
Realized gains	$	36,807		$	43,413		$	11,753		$	—	$	91,973
Realized losses	(46,601		)	(51,771		)	(9,792		)	—		(108,164		)
Impairment charges	(8,135		)	(5,749		)	(7,771		)	—		(21,655		)
Interest, dividend, and other ordinary income	18,571			22,464			34,356			—		75,391
Trust expenses and income taxes	(4,920		)	(9,708		)	(1,872		)	—		(16,500		)
Net trust investment (loss) income	(4,278		)	(1,351		)	26,674			—		21,045
Reclassification to deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus	4,278			1,351			(26,674		)	—		(21,045		)
Other (expense) income, net	—			—			—			3,009		3,009
Total other (expense) income, net	$	—		$	—		$	—		$	3,009	$	3,009

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Acquisition Acquisition, Textuals (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Sep. 30, 2012	Mar. 31, 2011
Business Acquisition, Cost of Acquired Entity, Purchase Price Per Share				$ 8.07
Business Acquisition, Cost of Acquired Entity, Purchase Price			$ 44,000,000	$ 288,900,000
Business Acquisition, Debt Refinancing				80,700,000
Business Combination, Acquisition Related Costs		7,100,000
Amortization of Acquisition Costs		3,700,000
Business Acquisition, Purchase Price Allocation, Noncurrent Assets, Receivables				5,200,000
Goodwill				108,643,000
Goodwill, Acquired During Period	20,289,000	61,396,000
Business Acquisition, Purchase Price Allocation, Goodwill, Expected Tax Deductible Amount				26,000,000
Business Acquisition, Pro Forma Revenue		83,700,000
Business Combination, Pro Forma Information, Earnings or Loss of Acquiree since Acquisition Date, Actual		16,700,000
Business Acquisition, Percentage of Voting Interests Acquired			70.00%
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets				34,312,000
Cemetery [Member]
Goodwill, Acquired During Period	0	463,000
Funeral [Member]
Goodwill, Acquired During Period	20,289,000	60,933,000
Current [Member]
Business Combination, Acquired Receivables, Gross Contractual Amount				8,200,000
Business Combination, Acquired Receivables, Estimated Uncollectible				2,100,000
Noncurrent [Member]
Business Combination, Acquired Receivables, Gross Contractual Amount				5,500,000
Business Combination, Acquired Receivables, Estimated Uncollectible				300,000
Keystone Acquisition [Member] | Cemetery [Member]
Goodwill, Acquired During Period		4,300,000
Keystone Acquisition [Member] | Funeral [Member]
Goodwill, Acquired During Period		104,300,000
Neptune [Member]
Goodwill	37,300,000
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets	$ 37,600,000

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Equity Level 1 (Notes)

12 Months Ended

Dec. 31, 2012

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

Equity

(All shares reported in whole numbers)

Share Authorization

We are authorized to issue 1,000,000 shares of preferred stock, $1 per share par value. No preferred shares were issued as of December 31, 2012 or 2011. At December 31, 2012 and 2011, 500,000,000 common shares of $1 par value were authorized. We had 211,046,501 and 222,955,853 shares issued and outstanding, net of 10,000 and 1,709,542 shares held in treasury at par at December 31, 2012 and 2011, respectively.

Accumulated Other Comprehensive Income

Our components of Accumulated other comprehensive income are as follows:

	Foreign Currency Translation Adjustment			Unrealized Gains and Losses			Accumulated Other Comprehensive (Loss) Income
	(In thousands)
Balance at December 31, 2009	$	97,142		$	—		$	97,142
Activity in 2010	15,626			—			15,626
Increase in net unrealized gains associated with available-for-sale securities of the trusts, net of taxes	—			147,688			147,688
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	—			(147,688		)	(147,688		)
Balance at December 31, 2010	$	112,768		$	—		$	112,768
Activity in 2011	(6,916		)	—			(6,916		)
Reduction in net unrealized gains associated with available-for-sale securities of the trusts, net of taxes	—			(80,789		)	(80,789		)
Reclassification of net unrealized losses activity attributable to the Deferred preneed funeral and cemetery receipts held in trust and Care trusts’ corpus, net of taxes	—			80,789			80,789
Balance at December 31, 2011	$	105,852		$	—		$	105,852
Activity in 2012	5,865						5,865
Increase in net unrealized gains associated with available-for-sale securities of the trusts, net of taxes	—			95,686			95,686
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	—			(95,686		)	(95,686		)
Balance at December 31, 2012	$	111,717		$	—		$	111,717

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 cumulative currency translation adjustments in Accumulated other comprehensive income.

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 share repurchase program. During 2012, we repurchased 15,294,567 shares of common stock at an aggregate cost of $184.9 million, which is an average cost per share of $12.09. During 2011, we repurchased 19,752,174 shares of common stock at an aggregate cost of $195.7 million, which is an average cost per share of $9.91. During 2010, we repurchased 13,927,510 shares of common stock at an aggregate cost of $116.2 million, which is an average cost per share of $8.34. In November 2012, our Board of Directors approved an additional increase in our share repurchase program authorizing the investment of up to an additional $155.0 million to repurchase our common stock, bringing total authorization up to $200.0 million. The remaining dollar value of shares authorized to be purchased under the share repurchase program was $190.1 million at December 31, 2012.

Cash Dividends

On November 14, 2012, our Board of Directors approved a cash dividend of $0.06 per common share payable on December 31, 2012 to stockholders of record as of December 14, 2012. We paid $60.3 million, $44.8 million, and $40.0 million in cash dividends in 2012, 2011, and 2010, respectively. In 2012, five dividends were paid including the fourth quarter 2012 dividend, which historically would have been paid in the first quarter of 2013. On February 13, 2013 our Board of Directors approved a cash dividend of $0.06 per common share payable on March 28, 2013 to stockholders of record as of March 15, 2013.

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Preneed Cemetery Activities Investments Classified by Contractual Maturity Date (Details) (Cemetery [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Cemetery [Member]
Investments Classified By Contractual Maturity Date [Line Items]
Due in one year or less	$ 11,346
Due in one to five years	57,577
Due in five to ten years	48,778
Thereafter	52,244
Total	$ 169,945

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Consolidated Statement of Equity (USD $) In Thousands, unless otherwise specified	Total	Common Stock [Member]	Treasury Stock [Member]	Capital in Excess of Par Value [Member]	Accumulated Deficit [Member]	Accumulated Other Comprehensive Income (Loss) [Member]	Noncontrolling Interest [Member]
Balance at beginning of period at Dec. 31, 2009	$ 1,482,788	$ 254,027	$ (10)	$ 1,735,493	$ (603,876)	$ 97,142	$ 12
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Net income	127,001
Foreign currency translation	15,635					15,626
Total comprehensive income	142,636				126,417	15,626	593
Tax benefits related to share based awards	(229)			(229)
Dividends declared on common stock	(39,442)			(39,442)
Stock option exercises	1,759	431		1,328
Restricted stock awards, net of forfeitures	0	532		(532)
Employee share-based compensation earned	8,878			8,878
Issuance of shares from treasury stock	(116,878)		(14,008)	(102,870)
Payments to Acquire Additional Interest in Subsidiaries	0
Noncontrolling interest payment
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	113						(113)
Retirement of treasury shares	0	12,973	12,973
Other	549	3	60	486
Balance at end of period at Dec. 31, 2010	1,479,948	242,020	(985)	1,603,112	(477,459)	112,768	492
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Net income	146,232
Foreign currency translation	(6,925)					(6,916)
Total comprehensive income	139,307				144,903	(6,916)	1,320
Dividends declared on common stock	(46,171)			(46,171)
Stock option exercises	8,227	1,208		7,019
Restricted stock awards, net of forfeitures	0	539		(539)
Employee share-based compensation earned	9,144			9,144
Purchase of Company common stock	(197,302)		(19,899)	(142,915)	34,488
Acquisition	18,857						18,857
Payments to Acquire Additional Interest in Subsidiaries	0
Noncontrolling interest payment
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	568						568
Retirement of treasury shares	0	19,174	(19,174)
Other	753	73		680
Balance at end of period at Dec. 31, 2011	1,412,195	224,666	(1,710)	1,430,330	(367,044)	105,852	20,101
Stockholders' Equity Attributable to Noncontrolling Interest [Roll Forward]
Net income	154,135
Foreign currency translation	5,892					5,865
Total comprehensive income	160,027				152,546	5,865	1,616
Dividends declared on common stock	(49,253)			(49,253)
Stock option exercises	18,389	2,993		15,396
Restricted stock awards, net of forfeitures	0	483		(483)
Employee share-based compensation earned	10,983			10,983
Purchase of Company common stock	(186,766)		(15,467)	(99,002)	72,297
Payments to Acquire Additional Interest in Subsidiaries	(3,000)			1,762			1,238
Noncontrolling interest payment
Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders	679						679
Retirement of treasury shares	0	17,167	(17,167)
Other	931	82		849
Balance at end of period at Dec. 31, 2012	$ 1,362,827	$ 211,057	$ (10)	$ 1,307,058	$ (286,795)	$ 111,717	$ 19,800

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Consolidated Statement of Comprehensive Income (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Net income	$ 154,135	$ 146,232	$ 127,001
Foreign currency translation	5,892	(6,925)	15,635
Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest	160,027	139,307	142,636
Comprehensive Income (Loss), Net of Tax, Attributable to Noncontrolling Interest	(1,616)	(1,320)	(593)
Comprehensive Income (Loss), Net of Tax, Attributable to Parent	$ 158,411	$ 137,987	$ 142,043

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Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill Disclosure [Text Block]

Goodwill and Intangible Assets

The changes in the carrying amounts of goodwill for our funeral and cemetery reporting units are as follows (in thousands):

	2012									2011
	Funeral			Cemetery			Total			Funeral			Cemetery			Total
Balance as of January 1:
Goodwill	$	1,298,350		$	209,937		$	1,508,287		$	1,244,206		$	210,072		$	1,454,278
Accumulated impairment losses	—			(146,794		)	(146,794		)	—			(146,794		)	(146,794		)
Goodwill, net	1,298,350			63,143			1,361,493			1,244,206			63,278			1,307,484
Increase in goodwill related to acquisitions	20,289			—			20,289			60,933			463			61,396
Reduction of goodwill related to divestitures	(2,210		)	(41		)	(2,251		)	(4,332		)	(598		)	(4,930		)
Effect of foreign currency and other	2,879			—			2,879			(2,457		)	—			(2,457		)
	20,958			(41		)	20,917			54,144			(135		)	54,009
Balance as of December 31:
Goodwill	1,319,308			209,896			1,529,204			1,298,350			209,937			1,508,287
Accumulated impairment losses	—			(146,794		)	(146,794		)	—			(146,794		)	(146,794		)
Goodwill, net	$	1,319,308		$	63,102		$	1,382,410		$	1,298,350		$	63,143		$	1,361,493

The components of intangible assets at December 31 were as follows:

	Useful life
	Minimum		Maximum	2012		2011
	(Years)			(In thousands)
Amortizing intangibles:
Covenants-not-to-compete	2	-	40	$	208,594	$	200,973
Customer relationships	10	-	20	102,481		100,423
Tradenames	5	-	5	3,600		3,600
Other	5	-	40	6,050		6,050
				320,725		311,046
Less: Accumulated amortization				207,985		189,773
Amortizing intangibles, net				112,740		121,273
Non-amortizing intangibles:
Tradenames			Indefinite	134,823		121,838
Other			Indefinite	10,140		10,140
Non-amortizing intangibles				144,963		131,978
Intangible assets, net				$	257,703	$	253,251

Amortization expense for intangible assets was $23.9 million, $25.6 million, and $25.2 million for the years ended December 31, 2012, 2011, and 2010, respectively. The following is estimated amortization expense, excluding certain intangibles for which we are unable to provide an estimate because they are amortized based on specific identification in the performance of a preneed contract, for the five years subsequent to December 31, 2012 (in thousands):

2013	$	13,759
2014	12,194
2015	9,527
2016	8,708
2017	6,157

XML

Segment Reporting Level 4 (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended																12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011		Jun. 30, 2011		Mar. 31, 2011		Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Segment Reporting Information [Line Items]
Revenue from External Customers																	$ 2,410,481	$ 2,316,040	$ 2,190,552
Interest expense																	135,068	133,782	128,196
Depreciation and amortization																	120,227	118,047	116,391
Depreciation and amortization																	120,227	118,047	116,391
Amortization of intangible assets																	23,853	25,591	25,197
Amortization of cemetery property																	44,976	40,046	32,418
Total assets	9,683,568								9,327,812								9,683,568	9,327,812
Capital expenditures																	115,628	118,375	97,899
Gross profits from reportable segments	148,200		121,271		128,189		127,567		130,017		107,050		115,023		126,446		525,227	478,536	449,223
General and administrative expenses																	(123,905)	(103,860)	(103,689)
(Losses) gains on divestitures and impairment charges, net																	(1,533)	(10,977)	8,512
Operating income	103,806		95,176		99,689		101,118		107,825		78,186		80,495		97,193		399,789	363,699	354,046
Losses on early extinguishment of debt, net																	(22,706)	(3,509)	(9,400)
Other income (expense), net																	3,668	(772)	3,009
Income before income taxes	46,749	[1]	63,925	[1]	63,574	[1]	71,435	[1]	72,773	[1]	44,042	[1]	44,827	[1]	63,994	[1]	245,683	225,636	219,459
Long-lived assets																	4938726	4908408	4833784
UNITED STATES
Segment Reporting Information [Line Items]
Revenue from External Customers																	2,191,532	2,103,738	1,981,190
Interest expense																	134,643	133,479	127,971
Depreciation and amortization																	108,411	105,931	104,496
Amortization of intangible assets																	22,433	24,223	23,524
Amortization of cemetery property																	39,803	35,375	27,688
(Losses) gains on divestitures and impairment charges, net																	1,502	10,299	(6,837)
Operating income																	346,289	311,790	301,297
Long-lived assets																	4575926	4553557	4467176
CANADA
Segment Reporting Information [Line Items]
Revenue from External Customers																	212,898	205,733	202,760
Interest expense																	425	303	225
Depreciation and amortization																	11,451	11,723	11,507
Amortization of intangible assets																	1,420	1,368	1,673
Amortization of cemetery property																	5,173	4,671	4,730
(Losses) gains on divestitures and impairment charges, net																	9	678	(1,600)
Operating income																	53,081	51,367	51,799
Long-lived assets																	359882	351813	363008
GERMANY
Segment Reporting Information [Line Items]
Revenue from External Customers																	6,051	6,569	6,602
Interest expense																	0	0	0
Depreciation and amortization																	365	393	388
Amortization of intangible assets																	0	0	0
Amortization of cemetery property																	0	0	0
(Losses) gains on divestitures and impairment charges, net																	22	0	(75)
Operating income																	419	542	950
Long-lived assets																	2918	3038	3600
Operating Segments [Member]
Segment Reporting Information [Line Items]
Revenue from External Customers																	2,410,481	2,316,040	2,190,552
Interest expense																	4,686	4,262	3,290
Depreciation and amortization																	113,807	111,227	108,806
Amortization of intangible assets																	23,824	24,122	23,559
Amortization of cemetery property																	44,976	40,046	32,418
Total assets	9,346,002								8,991,080								9,346,002	8,991,080	8,712,703
Capital expenditures																	102,139	103,247	83,189
Gross profits from reportable segments																	525,227	478,536	449,223
Other income (expense), net																	3,668	(772)	3,009
Funeral [Member]
Segment Reporting Information [Line Items]
Revenue from External Customers																	1,625,738	1,573,498	1,492,838
Interest expense																	4,302	3,957	3,033
Depreciation and amortization																	91,024	89,872	87,897
Amortization of intangible assets																	18,803	18,582	17,464
Amortization of cemetery property																	0	0	0
Total assets	4,537,444								4,494,331								4,537,444	4,494,331	4,262,675
Capital expenditures																	43,984	45,275	34,762
Gross profits from reportable segments																	349,157	330,732	317,068
Other income (expense), net																	0	0	0
Cemetery [Member]
Segment Reporting Information [Line Items]
Revenue from External Customers																	784,743	742,542	697,714
Interest expense																	384	305	257
Depreciation and amortization																	22,783	21,355	20,909
Amortization of intangible assets																	5,021	5,540	6,095
Amortization of cemetery property																	44,976	40,046	32,418
Total assets	4,808,558								4,496,749								4,808,558	4,496,749	4,450,028
Capital expenditures																	58,155	57,972	48,427
Gross profits from reportable segments																	176,070	147,804	132,155
Other income (expense), net																	0	0	0
Reportable Segment [Member]
Segment Reporting Information [Line Items]
Revenue from External Customers																	2,410,481	2,316,040	2,190,552
Interest expense																	4,686	4,262	3,290
Depreciation and amortization																	113,807	111,227	108,806
Amortization of intangible assets																	23,824	24,122	23,559
Total assets	9,346,002								8,991,080								9,346,002	8,991,080	8,712,703
Capital expenditures																	102,139	103,247	83,189
Corporate Elimination [Member]
Segment Reporting Information [Line Items]
Revenue from External Customers																	0	0	0
Interest expense																	130,382	129,520	124,906
Depreciation and amortization																	6,420	6,820	7,585
Amortization of intangible assets																	29	1,469	1,638
Total assets	337,566								336,732								337,566	336,732	477,837
Capital expenditures																	13,489	15,128	14,710
Other income (expense), net																	3,668	(772)	3,009
Consolidated Entities [Member]
Segment Reporting Information [Line Items]
Revenue from External Customers																	2,410,481	2,316,040	2,190,552
Interest expense																	135,068	133,782	128,196
Depreciation and amortization																	120,227	118,047	116,391
Amortization of intangible assets																	23,853	25,591	25,197
Total assets	9,683,568								9,327,812								9,683,568	9,327,812	9,190,540
Capital expenditures																	$ 115,628	$ 118,375	$ 97,899

[1] Includes (Losses) gains on divestitures and impairment charges, net, as described in Note 20.

XML

Equity Equity, Textuals (Details) (USD $)	3 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Common Stock, Shares Authorized	500,000,000	500,000,000	500,000,000
Common Stock, Shares, Outstanding	211,046,501	211,046,501	222,955,853
Treasury Stock, Shares	10,000	10,000	1,709,542
Treasury Stock, Shares, Acquired		15,294,567	19,752,174	13,927,510
Treasury Stock, Value, Acquired, Par Value Method		$ 184,900,000	$ 195,700,000	$ 116,200,000
Treasury Stock Acquired, Average Cost Per Share		$ 12.09	$ 9.91	$ 8.34
Stock Repurchase Program, Authorization Increase		155,000,000
Stock Repurchase Program, Authorized Amount		200,000,000
Stock Repurchase Program, Remaining Authorized Repurchase Amount		190,100,000
Dividends declared per share	$ 0.06	$ 0	$ 0	$ 0
Payments of Dividends, Common Stock		$ 60,296,000	$ 44,795,000	$ 40,001,000

XML

Document and Entity Information Document Document and Entity Information Document (USD $)	12 Months Ended
	Dec. 31, 2012	Feb. 11, 2013	Jun. 30, 2012
Document Information [Line Items]
Entity Registrant Name	Service Corporation International
Entity Central Index Key	0000089089
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Common Stock, Shares Outstanding		211,115,601
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 2,568,501,246

XML

Income Taxes Level 1 (Notes)

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

Income Taxes

The provision or benefit for income taxes includes U.S. federal income taxes (determined on a consolidated return basis), foreign income taxes, and state income taxes.

Income from continuing operations before income taxes for the years ended December 31 was composed of the following components:

	2012		2011		2010
	(In thousands)
United States	$	210,830	$	196,788	$	169,544
Foreign	34,853		28,848		49,915
	$	245,683	$	225,636	$	219,459

Income tax provision (benefit) for the years ended December 31 consisted of the following:

	2012			2011		2010
	(In thousands)
Current:
United States	$	3,752		$	1,267	$	1,752
Foreign	8,776			5,844		12,326
State	6,036			5,781		1,446
Total current income taxes	18,564			12,892		15,524
Deferred:
United States	$	62,227		$	57,845	$	64,814
Foreign	(102		)	279		185
State	10,859			8,388		11,935
Total deferred income taxes	72,984			66,512		76,934
Total income taxes	$	91,548		$	79,404	$	92,458

We made income tax payments of $23.1 million, $13.1 million, and $29.3 million in 2012, 2011, and 2010, respectively, and received refunds of $1.5 million, $8.5 million, and $8.3 million. The Internal Revenue Service approved our application for a change in accounting method in December 2010. As a result, we overpaid our estimated 2010 Federal and state income taxes. The overpayment of our estimated Federal income tax is included in our 2011 refunds; however, we elected to apply the overpayment of our 2010 state income tax to our 2011 estimated income tax payments which lowered our 2011 cash tax payments.

The differences between the U.S. federal statutory income tax rate and our effective tax rate for the years ended December 31 were as follows:

	2012			2011			2010
	(In thousands)
Computed tax provision at the applicable federal statutory income tax rate	$	85,988		$	78,973		$	76,811
State and local taxes, net of federal income tax benefits	10,998			9,895			8,775
Dividends received deduction and tax exempt interest	(525		)	(644		)	(1,168		)
Foreign jurisdiction differences	(3,491		)	(4,789		)	(3,101		)
Permanent differences associated with dispositions	602			(6,329		)	7,192
Changes in uncertain tax positions	(479		)	1,584			1,138
Other	(1,545		)	714			2,811
Provision for income taxes	$	91,548		$	79,404		$	92,458
Total effective tax rate	37.3		%	35.2		%	42.1		%

The 2012 consolidated effective tax rate was 37.3%, compared to 35.2% and 42.1% in 2011 and 2010, respectively. We reached a partial settlement with the Internal Revenue Service ("IRS") in connection with its audit of our affiliate's, SCI Funeral and Cemetery Purchasing Cooperative, 2003 - 2005 federal income tax returns. As a result, the Company made a $6.6 million tax payment which reduced our tax expense by $3.1 million for adjustments to our "unrecognized tax benefits" - that is, the aggregate tax effect of differences between tax return positions and the benefits recognized in our financial statements. Our 2012 effective tax rate includes the benefit associated with the closure of that tax audit.

We sold our Puerto Rican subsidiary in the third quarter of 2011. Our outside tax basis in the business was significantly higher than our book basis. Consequently, we recognized a tax loss that was significantly higher than the book loss on the sale which is permanent in nature. The lower effective tax rate for the year ended December 31, 2011 is primarily due to that sale.

Our 2010 effective tax rate was negatively impacted by permanent book and tax basis differences related to North American asset divestitures. During 2010 we recognized U.S. tax on post-acquisition integration of certain Keystone entities into SCI’s structure. Our overall foreign tax expense increased in 2010 due to an increase in foreign earnings. This increase was partially offset by a decrease in foreign statutory rates. In 2010 our state tax expense was impacted by permanent items affecting our overall effective rate as well as an increase in state statutory tax rates.

During 2010, the Internal Revenue Service approved three requests for tax accounting method changes relating to the recognition of trust earnings accumulated in cemetery and funeral trusts, revenue from preneed sales of cemetery merchandise, and revenue from non-trusted customer payments for preneed funeral contracts. The effective date for these tax accounting method changes is for the fiscal year ended December 31, 2010. In accordance with § 481(a) of the U.S. Internal Revenue Code this adjustment recalculates the income previously recognized to determine what should have been recognized under the new tax accounting method. The cumulative impact of these accounting method changes resulted in an adjustment under § 481(a) for 2010 of $190.3 million that represents a decrease in 2010 taxable income, a decrease in a previously recognized deferred tax asset related to deferred revenue, and an increase in our deferred tax asset related to our net operating loss carryover. Although these changes had no tax impact on the overall effective tax rate, there was a savings in cash taxes including a refund of our 2010 Federal estimated tax payments of $7.1 million which was received in 2011.

Deferred taxes are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates. The tax effects of temporary differences and carry-forwards that give rise to significant portions of deferred tax assets and liabilities as of December 31 consisted of the following:

	2012			2011
	(In thousands)
Inventories and cemetery property, principally due to purchase accounting adjustments	$	(354,162	)	$	(352,323	)
Property and equipment, principally due to differences in depreciation methods and purchase accounting adjustments	(195,066		)	(194,875		)
Intangibles	(77,092		)	(74,278		)
Payables, principally due to sales of cemetery interment rights and related products	(40,374		)	(32,949		)
Deferred tax liabilities	(666,694		)	(654,425		)
Loss and tax credit carry-forwards	141,739			215,285
Deferred revenue on preneed funeral and cemetery contracts, principally due to earnings from trust funds	94,731			92,640
Accrued liabilities	6,267			11,308
Other	63,845			44,506
Deferred tax assets	306,582			363,739
Less: Valuation allowance	(67,732		)	(63,681		)
Net deferred income tax liability	$	(427,844	)	$	(354,367	)

Deferred tax assets and Deferred income tax liabilities consisted of the following as of December 31 (in thousands):

	2012			2011
Current deferred tax assets	$	42,864		$	44,316
Non-current deferred tax assets	490			6,932
Non-current deferred tax liabilities	(471,198		)	(405,615		)
Net deferred income tax liability	$	(427,844	)	$	(354,367	)

In addition to the loss and tax credit carry-forward amounts reflected as deferred tax assets in the table above, we have taken certain tax deductions related to the exercised employee stock options and vested restricted shares that are in excess of the stock-based compensation amounts recorded in our consolidated financial statements (“windfall tax benefits”). Pursuant to the Stock Compensation Topic under the ASC, such windfall tax benefits are not recognized in our consolidated financial statements unless they reduce income taxes payable. As of December 31, 2012 and 2011 we have windfall tax benefits of $29.1 million and $13.0 million, respectively, which when realized will be recorded as a reduction to current taxes payable and a credit to Capital in excess of par value in our consolidated financial statements.

During the fourth quarter of 2010, the Company underwent a restructuring of its Canadian subsidiaries. The restructuring triggered a U.S. dividend of $6.9 million for which U.S. federal taxes have been provided for the year ended December 31, 2010. The dividend was less than 2010 earnings and other prior year earnings required to be permanently reinvested. At December 31, 2012 and 2011, U.S. income taxes had not been provided on $263.1 million and $93.0 million, respectively, of the remaining undistributed earnings of our Canadian subsidiaries. We intend to permanently reinvest these undistributed foreign earnings in those businesses outside the United States. It is not practicable to determine the amount of federal income taxes, if any, that might become due if such earnings are repatriated.

The following table summarizes the activity related to our gross unrecognized tax benefits from January 1, 2010 to December 31, 2012 (in thousands):

	Federal, State and Foreign Tax
	(In thousands)
Balance at December 31, 2009	$	144,444
Additions to tax positions related to the current year	10,215
Additions to tax positions related to prior years	110
Statute expirations	(2,004		)
Balance at December 31, 2010	$	152,765
Additions to tax positions related to the current year	4,971
Additions to tax positions related to prior years	60
Statute expirations	(1,484		)
Balance at December 31, 2011	$	156,312
Reductions to tax positions related to the current year	(2,100		)
Reductions to tax positions related to prior years	(10,224		)
Balance at December 31, 2012	$	143,988

Our total unrecognized tax benefits that, if recognized, would affect our effective tax rates were $34.9 million, $37.8 million, and $39.3 million as of December 31, 2012, 2011, and 2010, respectively.

During 2012, in accordance with the Income Tax Topic under the ASC, we recorded a decrease of $12.3 million in our liability for unrecognized tax benefits, of which $2.1 million was a decrease to U.S. tax positions taken in the current year and $10.2 million was a decrease related to U.S. tax positions taken in prior years.

Consistent with our historical financial reporting, we include potential accrued interest and penalties related to unrecognized tax benefits within our income tax provision account. We have accrued $41.6 million, $41.8 million, and $38.8 million for the payment of interest, net of tax benefits, and penalties as of December 31, 2012, 2011, and 2010, respectively. We recognized a decrease of interest and penalties of $0.2 million for the year ended December 31, 2012, and an increase of interest and penalties of $3.0 million, and $3.6 million for the years ended December 31, 2011, and 2010, respectively. To the extent interest and penalties are not assessed with respect to uncertain tax positions or the uncertainty of deductions in the future, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision.

We file income tax returns, including tax returns for our subsidiaries, with federal, state, local, and foreign jurisdictions. Our tax returns are subject to routine compliance review by the taxing authorities in the jurisdictions in which we file tax returns in the ordinary course of business. We consider the United States to be our most significant tax jurisdiction; however, the taxing authorities in Canada and Spain are auditing various tax returns. Current audits are occurring in the United States and various state and foreign locations covering open tax years through 2010. The Internal Revenue Service is in various stages of auditing tax years 1999 through 2005 and has notified us that the 2008 through 2010 federal returns have been selected for audit. It is reasonably possible that changes to our global unrecognized tax benefits could be significant; however, due to the uncertainty regarding the timing of completion of audits and possible outcomes, a current estimate of the range of increases or decreases that may occur within the next twelve months cannot be made.

Various subsidiaries have foreign, federal, and state carry-forwards in the aggregate of $2.7 billion with expiration dates through 2031. Such loss carry-forwards will expire as follows:

	Federal		State		Foreign		Total
			(In thousands)
2013	$	8,363	$	5,423	$	—	$	13,786
2014	13,318		31,969		—		45,287
2015	3,388		302,239		—		305,627
2016	9,593		58,721		—		68,314
Thereafter	26,538		2,255,983		2		2,282,523
Total	$	61,200	$	2,654,335	$	2	$	2,715,537

In addition to the above loss carry-forwards, we have $65.2 million of foreign losses that have an indefinite expiration.

A valuation allowance has been established because more-likely-than-not uncertainties exist with respect to our future realization of certain loss carry-forwards. The valuation allowance is primarily attributable to state net operating losses and reflects our expectation that the net operating losses in certain jurisdictions will expire before we generate sufficient taxable income to utilize the losses. In 2012, we recorded a net $4.3 million increase in state valuation allowances due to an increase in net operating losses which is primarily attributable to state net operating losses and reflects our expectation that the net operating losses in certain jurisdictions will expire before we generate sufficient taxable income to utilize the losses.

At December 31, 2012, our loss and tax credit carry-forward deferred tax assets and related valuation allowances by jurisdiction are as follows:

	Federal		State (1)		Foreign		Total
			(In thousands)
Loss and tax credit carry-forwards	$	27,316	$	91,775	$	22,648	$	141,739
Valuation allowance	$	3,707	$	45,654	$	18,371	$	67,732

_________________________________

(1) Presented net of Federal benefit

Our federal loss and tax credit carryforwards exclude windfall tax benefits, suspended net operating losses and credit carryforwards which, when realized, will reduce current income taxes payable by an additional $25.3 million.

XML

Deferred Preneed Funeral and Cemetery Receipts Held in Trust and Care Trusts' Corpus Level 4 (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Component of Other Income, Nonoperating [Line Items]
Deferred preneed funeral and cemetery receipts held in trust, excluding accrued expenses	$ 2,628,030	$ 2,427,469
Accrued trust operating payables and other	(3,709)	(3,113)
Deferred preneed funeral and cemetery receipts held in trust	2,624,321	2,424,356
Care trusts’ corpus	1,098,752	1,015,300
Total other income, net	3,668	(772)	3,009
Operating Segments [Member]
Component of Other Income, Nonoperating [Line Items]
Realized gains from sales of available-for-sale securities	159,961	162,714	91,973
Realized losses from sales of available-for-sale securities	(57,446)	(104,361)	(108,164)
Impairment charges	(2,365)	(54,151)	(21,655)
Interest, dividend, and other ordinary income	68,293	84,652	75,391
Trust expenses and income taxes	(25,429)	(20,656)	(16,500)
Net trust investment income	143,014	68,198	21,045
Investment Income, Nonoperating, Effect on Deferred Preneed Receipts Held in Trust and Care Trust Corpus'	(143,014)	(68,198)	(21,045)
Other income, net	3,668	(772)	3,009
Total other income, net	3,668	(772)	3,009
Funeral [Member]
Component of Other Income, Nonoperating [Line Items]
Deferred preneed funeral and cemetery receipts held in trust, excluding accrued expenses	1,337,014	1,271,446
Accrued trust operating payables and other	(1,827)	(1,261)
Deferred preneed funeral and cemetery receipts held in trust	1,335,187	1,270,185
Realized gains from sales of available-for-sale securities	60,833	61,272	36,807
Realized losses from sales of available-for-sale securities	(21,454)	(41,162)	(46,601)
Impairment charges	(781)	(24,705)	(8,135)
Interest, dividend, and other ordinary income	17,017	22,283	18,571
Trust expenses and income taxes	(10,685)	(7,303)	(4,920)
Net trust investment income	44,930	10,385	(4,278)
Investment Income, Nonoperating, Effect on Deferred Preneed Receipts Held in Trust and Care Trust Corpus'	(44,930)	(10,385)	4,278
Other income, net	0	0	0
Total other income, net	0	0	0
Cemetery [Member]
Component of Other Income, Nonoperating [Line Items]
Deferred preneed funeral and cemetery receipts held in trust, excluding accrued expenses	1,291,016	1,156,023
Accrued trust operating payables and other	(1,882)	(1,852)
Deferred preneed funeral and cemetery receipts held in trust	1,289,134	1,154,171
Realized gains from sales of available-for-sale securities	87,665	67,167	43,413
Realized losses from sales of available-for-sale securities	(29,397)	(46,889)	(51,771)
Impairment charges	(824)	(28,705)	(5,749)
Interest, dividend, and other ordinary income	17,244	26,902	22,464
Trust expenses and income taxes	(13,389)	(10,579)	(9,708)
Net trust investment income	61,299	7,896	(1,351)
Investment Income, Nonoperating, Effect on Deferred Preneed Receipts Held in Trust and Care Trust Corpus'	(61,299)	(7,896)	1,351
Other income, net	0	0	0
Total other income, net	0	0	0
Cemetery Perpetual Care [Member]
Component of Other Income, Nonoperating [Line Items]
Accrued trust operating payables and other	(828)	(1,206)
Care trusts' corpus, excluding accrued expenses	1,099,580	1,016,506
Care trusts’ corpus	1,098,752	1,015,300
Realized gains from sales of available-for-sale securities	11,463	34,275	11,753
Realized losses from sales of available-for-sale securities	(6,595)	(16,310)	(9,792)
Impairment charges	(760)	(741)	(7,771)
Interest, dividend, and other ordinary income	34,032	35,467	34,356
Trust expenses and income taxes	(1,355)	(2,774)	(1,872)
Net trust investment income	36,785	49,917	26,674
Investment Income, Nonoperating, Effect on Deferred Preneed Receipts Held in Trust and Care Trust Corpus'	(36,785)	(49,917)	(26,674)
Other income, net	0	0	0
Total other income, net	0	0	0
Corporate Elimination [Member]
Component of Other Income, Nonoperating [Line Items]
Realized gains from sales of available-for-sale securities	0	0	0
Realized losses from sales of available-for-sale securities	0	0	0
Impairment charges	0	0	0
Interest, dividend, and other ordinary income	0	0	0
Trust expenses and income taxes	0	0	0
Net trust investment income	0	0	0
Investment Income, Nonoperating, Effect on Deferred Preneed Receipts Held in Trust and Care Trust Corpus'	0	0	0
Other income, net	3,668	(772)	3,009
Total other income, net	$ 3,668	$ (772)	$ 3,009

XML

Equity Level 4 (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accumulated other comprehensive income [Roll Forward]
Balance at beginning of period	$ 105,852
Other comprehensive income attributable to parent	5,892	(6,925)	15,635
Balance at end of period	111,717	105,852
Accumulated Other Comprehensive Income (Loss) [Member]
Accumulated other comprehensive income [Roll Forward]
Balance at beginning of period	105,852	112,768	97,142
Other comprehensive income attributable to parent	5,865	(6,916)	15,626
Decrease in net unrealized gains associated with available-for-sale securities of the trusts, net of taxes	95,686	(80,789)	147,688
Reclassification of net unrealized loss activity attributable to the Deferred preneed funeral and cemetery receipts held in trust and Care trusts’ corpus’, net of taxes	(95,686)	80,789	(147,688)
Balance at end of period	111,717	105,852	112,768
Foreign Currency Gain (Loss) [Member]
Accumulated other comprehensive income [Roll Forward]
Balance at beginning of period	105,852	112,768	97,142
Other comprehensive income attributable to parent	5,865	(6,916)	15,626
Decrease in net unrealized gains associated with available-for-sale securities of the trusts, net of taxes	0	0	0
Reclassification of net unrealized loss activity attributable to the Deferred preneed funeral and cemetery receipts held in trust and Care trusts’ corpus’, net of taxes	0	0	0
Balance at end of period	111,717	105,852	112,768
Accumulated Net Unrealized Investment Gain (Loss) [Member]
Accumulated other comprehensive income [Roll Forward]
Balance at beginning of period	0	0	0
Other comprehensive income attributable to parent		0	0
Decrease in net unrealized gains associated with available-for-sale securities of the trusts, net of taxes	95,686	(80,789)	147,688
Reclassification of net unrealized loss activity attributable to the Deferred preneed funeral and cemetery receipts held in trust and Care trusts’ corpus’, net of taxes	(95,686)	80,789	(147,688)
Balance at end of period	$ 0	$ 0	$ 0

XML

Consolidated Balance Sheet (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Current assets:
Cash and cash equivalents	$ 92,708	$ 128,569
Receivables, net	105,521	103,892
Deferred tax assets	42,864	44,316
Inventories, net	24,560	25,513
Other	20,546	25,803
Total current assets	286,199	328,093
Preneed funeral receivables, net and trust investments	1,532,228	1,478,865
Preneed cemetery receivables, net and trust investments	1,826,835	1,595,940
Cemetery property, at cost	1,489,948	1,497,703
Property and equipment, net	1,641,101	1,618,361
Goodwill, net	1,382,410	1,361,493
Deferred charges and other assets	425,267	430,851
Cemetery perpetual care trust investments	1,099,580	1,016,506
Total assets	9,683,568	9,327,812
Current liabilities:
Accounts payable and accrued liabilities	373,783	358,904
Current maturities of long-term debt	31,429	23,554
Income taxes	6,892	3,150
Total current liabilities	412,104	385,608
Long-term debt	1,916,621	1,861,116
Deferred preneed funeral revenues	536,647	575,546
Deferred preneed cemetery revenues	861,148	833,303
Deferred tax liability	471,198	405,615
Other liabilities	399,950	414,773
Deferred preneed funeral and cemetery receipts held in trust	2,624,321	2,424,356
Care trusts’ corpus	1,098,752	1,015,300
Commitments and contingencies (Note 12)
Equity:
Common stock, $1 per share par value, 500,000,000 shares authorized, 211,056,501 and 224,665,395 shares issued, respectively, and 211,046,501 and 222,955,853 shares outstanding, respectively	211,047	222,956
Capital in excess of par value	1,307,058	1,430,330
Accumulated deficit	(286,795)	(367,044)
Accumulated other comprehensive income	111,717	105,852
Total common stockholders’ equity	1,343,027	1,392,094
Noncontrolling interests	19,800	20,101
Total equity	1,362,827	1,412,195
Total liabilities and equity	$ 9,683,568	$ 9,327,812

XML

Preneed Funeral Activities Level 1 (Notes) (Funeral [Member])

12 Months Ended

Dec. 31, 2012

Funeral [Member]

Preneed Funeral Activities Text Block

Preneed Funeral Activities

Preneed funeral receivables, net and trust investments

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 into Deferred 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 consolidated statement of cash flows.

Preneed funeral receivables, net and trust investments are reduced by the trust investment earnings (realized and unrealized) that we have been allowed to withdraw in certain states prior to maturity. These earnings are recorded in Deferred preneed funeral revenues until the service is performed or the merchandise is delivered.

The table below sets forth certain investment-related activities associated with our preneed funeral merchandise and service trusts for the years ended December 31:

	2012			2011			2010
				(In thousands)
Deposits	$	81,601		$	72,750		$	80,027
Withdrawals	100,635			109,013			103,418
Purchases of available-for-sale securities	563,628			527,681			467,221
Sales of available-for-sale securities	555,709			610,917			479,128
Realized gains from sales of available-for-sale securities	60,833			61,272			36,807
Realized losses from sales of available-for-sale securities	(21,454		)	(41,162		)	(46,601		)

The components of Preneed funeral receivables, net and trust investments in our consolidated balance sheet at December 31 were as follows:

	2012			2011
	(In thousands)
Trust investments, at market	$	977,973		$	892,685
Cash and cash equivalents	85,943			101,111
Insurance-backed fixed income securities	273,098			277,650
Trust investments	1,337,014			1,271,446
Receivables from customers	236,796			246,601
Unearned finance charge	(8,645		)	(5,425		)
	1,565,165			1,512,622
Allowance for cancellation	(32,937		)	(33,757		)
Preneed funeral receivables and trust investments	$	1,532,228		$	1,478,865

The activity in Preneed funeral receivables, net and trust investments for the years ended December 31 was as follows:

	2012			2011			2010
				(In thousands)
Beginning balance — Preneed funeral receivables and trust investments	$	1,478,865		$	1,424,557		$	1,356,353
Net preneed contract sales	127,588			111,447			126,121
Cash receipts from customers, net of refunds	(125,625		)	(106,489		)	(99,142		)
Deposits to trust	81,601			72,750			80,027
Acquisitions (dispositions) of businesses, net	6,021			143,252			29,607
Net undistributed investment (losses) earnings (1)	84,611			(11,348		)	82,097
Maturities and distributed earnings	(126,130		)	(148,820		)	(140,593		)
Change in cancellation allowance	1,758			(30		)	(1,140		)
Effect of foreign currency and other	3,539			(6,454		)	(8,773		)
Ending balance — Preneed funeral receivables and trust investments	$	1,532,228		$	1,478,865		$	1,424,557

_________________________________

(1) Includes both realized and unrealized investment earnings (losses).

The cost and market values associated with our funeral merchandise and service trust investments recorded at fair market value at December 31, 2012 and 2011 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.

		December 31, 2012
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	105,594	$	5,072	$	(880	)	$	109,786
Canadian government	2	110,399		861		(113		)	111,147
Corporate	2	51,611		2,531		(623		)	53,519
Residential mortgage-backed	2	3,123		57		(8		)	3,172
Asset-backed	2	129		3		—			132
Equity securities:
Preferred stock	2	3,603		211		(103		)	3,711
Common stock:
United States	1	230,971		38,514		(6,903		)	262,582
Canada	1	23,284		2,598		(1,271		)	24,611
Other international	1	18,089		1,874		(658		)	19,305
Mutual funds:
Equity	1	145,589		10,097		(6,728		)	148,958
Fixed income	1	225,365		7,314		(10,252		)	222,427
Private equity	3	36,626		221		(18,968		)	17,879
Other	3	542		202		—			744
Trust investments		$	954,925	$	69,555	$	(46,507	)	$	977,973

		December 31, 2011
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	77,299	$	4,565	$	(373	)	$	81,491
Canadian government	2	114,586		838		(109		)	115,315
Corporate	2	49,210		1,849		(770		)	50,289
Residential mortgage-backed	2	3,292		71		(34		)	3,329
Asset-backed	2	126		6		—			132
Equity securities:
Preferred stock:	2	2,041		50		(153		)	1,938
Common stock:
United States	1	258,738		40,992		(22,715		)	277,015
Canada	1	23,986		2,511		(1,771		)	24,726
Other international	1	18,954		1,045		(1,296		)	18,703
Mutual funds:
Equity	1	134,383		2,384		(18,982		)	117,785
Fixed income	1	193,134		5,044		(13,114		)	185,064
Private equity	3	35,017		218		(19,249		)	15,986
Other	3	484		428		—			912
Trust investments		$	911,250	$	60,001	$	(78,566	)	$	892,685

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 FVM&D 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 an income approach fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt status. These funds are classified as Level 2 investments pursuant to the three-level valuation hierarchy as required by the FVM&D Topic of the ASC.

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. As of December 31, 2012, private equity instruments are valued based on reported net asset values discounted up to 60% for risk and up to 25% for liquidity. A significant increase (decrease) in the discounts results in a directionally opposite change in the fair value of the instruments.Valuation policies and procedures are determined by our Treasury department, which reports to our Chief Financial Officer. Additionally, valuations are reviewed by our investment committee quarterly. These funds are classified as Level 3 investments pursuant to the three-level valuation hierarchy as required by the FVM&D Topic of the ASC.

As of December 31, 2012, our unfunded commitment for our private equity and other investments was $11.5 million which, if called, would be funded by the assets of the trusts. Our private equity and other investments include several funds that invest in limited partnerships, distressed debt, real estate, and mezzanine financing. These investments can never be redeemed by the funds. Instead, the nature of the investments in this category is that the distributions are received through the liquidation of the underlying assets of the funds. We estimate that the underlying assets will be liquidated over the next 2 to 10 years.

The change in our market-based funeral merchandise and service trust investments with significant unobservable inputs (Level 3) is as follows for the years ended December 31, 2012, 2011, and 2010 (in thousands):

	2012			2011			2010
Fair market value, beginning balance at January 1,	$	16,898		$	21,359		$	12,052
Net unrealized losses included in Accumulated other comprehensive income (1)	(562		)	(5,234		)	(3,949		)
Net realized losses included in Other income (expense), net (2)	(60		)	(92		)	(530		)
Purchases	—			18			7,343
Sales	(9		)	(8,156		)	(108		)
Contributions	4,664			10,392			7,213
Distributions and other	(2,308		)	(1,389		)	(662		)
Fair market value, ending balance at December 31,	$	18,623		$	16,898		$	21,359

_______________________________________

(1) All unrealized losses recognized in Accumulated other comprehensive income for our 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 our Deferred preneed funeral and cemetery receipts held in trust.

(2) All losses 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 2013 to 2053. Maturities of fixed income securities at December 31, 2012 are estimated as follows:

	Fair Market Value
	(In thousands)
Due in one year or less	$	130,132
Due in one to five years	61,407
Due in five to ten years	51,279
Thereafter	34,938
	$	277,756

Earnings from all our funeral merchandise and service trust investments are recognized in funeral revenues when a service is performed or merchandise is delivered. Fees charged by our wholly-owned registered investment advisor are also included in current revenues in the period in which they are earned. 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 funeral merchandise and service trust investments were $38.7 million, $37.7 million, and $29.5 million for the years ended December 31, 2012, 2011, and 2010, 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 in Other income (expense), net and a decrease to Preneed funeral receivables, net and trust investments. These investment losses, if any, are offset by the corresponding reclassification in Other (expense) income, net, which reduces Deferred preneed funeral receipts held in trust. See Note 7 for further information related to our Deferred preneed funeral receipts held in trust. For the years ended December 31, 2012, 2011, and 2010, we recorded a $0.8 million, an $24.7 million, and a $8.1 million impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain investments.

We have determined that the remaining unrealized losses in our funeral merchandise and service trust investments 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 the 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 merchandise and service trust investment unrealized losses, their associated fair market values, and the duration of unrealized losses for the years ended December 31, 2012 and 2011, are shown in the following tables.

	December 31, 2012
	In Loss Position Less Than 12 Months					In Loss Position Greater Than 12 Months					Total
	Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
						(In thousands)
Fixed income securities:
U.S. Treasury	$	22,357	$	(803	)	$	6,741	$	(77	)	$	29,098	$	(880	)
Canadian government	7,912		(113		)	—		—			7,912		(113		)
Corporate	7,809		(347		)	4,283		(276		)	12,092		(623		)
Residential mortgage-backed	956		(8		)	—		—			956		(8		)
Equity securities:
Preferred Stock	1,220		(93		)	52		(10		)	1,272		(103		)
Common stock:
United States	70,752		(4,694		)	9,089		(2,209		)	79,841		(6,903		)
Canada	6,592		(652		)	2,516		(619		)	9,108		(1,271		)
Other international	7,606		(521		)	608		(137		)	8,214		(658		)
Mutual funds:
Equity	6,779		(126		)	26,340		(6,602		)	33,119		(6,728		)
Fixed income	38,686		(1,021		)	24,131		(9,231		)	62,817		(10,252		)
Private equity	—		—			17,389		(18,968		)	17,389		(18,968		)
Total temporarily impaired securities	$	170,669	$	(8,378	)	$	91,149	$	(38,129	)	$	261,818	$	(46,507	)

	December 31, 2011
	In Loss Position Less Than 12 Months					In Loss Position Greater Than 12 Months					Total
	Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
						(In thousands)
Fixed income securities:
U.S. Treasury	$	6,977	$	(90	)	$	8,709	$	(283	)	$	15,686	$	(373	)
Canadian government	9,597		(109		)	—		—			9,597		(109		)
Corporate	17,328		(692		)	662		(78		)	17,990		(770		)
Residential mortgage-backed	600		(4		)	295		(30		)	895		(34		)
Equity securities:
Preferred Stock	1,244		(153		)	—		—			1,244		(153		)
Common stock:
United States	84,450		(18,120		)	14,924		(4,595		)	99,374		(22,715		)
Canada	8,448		(1,491		)	513		(280		)	8,961		(1,771		)
Other international	7,263		(615		)	2,403		(681		)	9,666		(1,296		)
Mutual funds:
Equity	76,559		(9,173		)	26,053		(9,809		)	102,612		(18,982		)
Fixed income	68,378		(5,500		)	9,314		(7,614		)	77,692		(13,114		)
Private equity	1,977		(3,499		)	13,502		(15,750		)	15,479		(19,249		)
Total temporarily impaired securities	$	282,821	$	(39,446	)	$	76,375	$	(39,120	)	$	359,196	$	(78,566	)

Deferred Preneed Funeral Revenues

At December 31, 2012 and 2011, Deferred preneed funeral revenues, net of allowance for cancellation, represent future funeral revenues, including distributed trust investment earnings associated with unperformed trust-funded preneed funeral contracts that are not held in trust accounts. Deferred preneed funeral revenues are recognized in current funeral revenues when the service is performed or merchandise is delivered. Future funeral service revenues and net trust investment earnings that are held in trust accounts are included in Deferred preneed funeral receipts held in trust.

The following table summarizes the activity in Deferred preneed funeral revenues for the years ended December 31 were as follows:

	2012			2011			2010
	(In thousands)
Beginning balance — Deferred preneed funeral revenues, net	$	575,546		$	580,223		$	596,966
Net preneed contract sales	103,341			105,866			112,678
(Dispositions) acquisitions of businesses, net	(4,491		)	142,026			26,816
Net investment (losses) earnings (1)	83,788			(12,164		)	83,605
Recognized deferred preneed revenues	(164,037		)	(182,408		)	(151,484		)
Change in cancellation allowance	1,304			(1,526		)	(761		)
Change in deferred preneed funeral receipts held in trust	(61,068		)	(57,936		)	(69,694		)
Effect of foreign currency and other	2,264			1,465			(17,903		)
Ending balance — Deferred preneed funeral revenues, net	$	536,647		$	575,546		$	580,223

_________________________________

(1) Includes both realized and unrealized investment earnings (losses).

Insurance-Funded Preneed Funeral Contracts

Not included in our consolidated balance sheet are insurance-funded preneed funeral contracts that will be funded by life insurance or annuity contracts issued by third party insurers. 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. These general agency commissions (GA revenues) are based on a percentage per contract sold and are recognized as funeral revenues when the insurance purchase transaction between the customer and third-party insurance provider is completed. GA revenues recognized in 2012, 2011, and 2010 were $94.0 million, $86.8 million, and $68.3 million, respectively. Direct selling costs incurred pursuant to the sale of insurance-funded preneed funeral contracts are expensed as incurred. 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 consolidated balance sheet. The proceeds of the life insurance policies or annuity contracts will be reflected in funeral revenues as these funerals are performed by the Company.

XML

Summary of Significant Accounting Policies Level 1 (Notes)

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

Our consolidated financial statements include the accounts of Service Corporation International (SCI) 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. Intercompany balances and transactions have been eliminated in consolidation.

Reclassifications

Certain reclassifications have been made to prior years to conform to current period financial statement presentation with no effect on our previously reported consolidated financial position, results of operations, or cash flows.

Use of Estimates in the Preparation of Financial Statements

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the 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.

Cash and Cash Equivalents

We consider all highly liquid investments with an original maturity of three months or less to be cash equivalents. At December 31, 2012, the majority of our cash was invested in commercial paper. The carrying amounts of our cash and cash equivalents approximate fair value due to the short-term nature of these instruments.

Accounts Receivable and Allowance for Doubtful Accounts

Our trade receivables primarily consist of amounts due for funeral services already performed. We provide various allowances and cancellation reserves for our funeral and cemetery preneed and atneed receivables as well as for our preneed funeral and preneed cemetery deferred revenues. These allowances are based on an analysis of historical trends of collection and cancellation activity. Atneed funeral and cemetery receivables are considered past due after 30 days. Collections are generally managed by the locations or third party agencies acting on behalf of the locations, until a receivable is 180 days delinquent at which time it is fully reserved and sent to a collection agency. These estimates are impacted by a number of factors, including changes in the economy, relocation, and demographic or competitive changes in our areas of operation.

Inventories and Cemetery Property

Funeral and cemetery merchandise are stated at the lower of average cost or market. Cemetery property is recorded at cost. Inventory costs and cemetery property are relieved using specific identification in performance of a contract. Amortization expense for cemetery property was $45.0 million, $40.0 million, and $32.4 million for the years ended December 31, 2012, 2011, and 2010 respectively.

Property and Equipment, Net

Property and equipment are recorded at cost. Maintenance and repairs are charged to expense whereas renewals and major replacements that extend the assets useful lives are capitalized. Depreciation is recognized ratably over the estimated useful lives of the various classes of assets. Buildings are depreciated over a period ranging from seven to forty years, equipment is depreciated over a period from three to eight years, and leasehold improvements are depreciated over the shorter of the lease term or ten years. Depreciation and amortization expense related to property and equipment was $120.2 million, $118.0 million, and $116.4 million for the years ended December 31, 2012, 2011, and 2010, respectively. When property is sold or retired, the cost and related accumulated depreciation are removed from the consolidated balance sheet; resulting gains and losses are included in the consolidated statement of operations in the period of sale or disposal.

Leases

We have lease arrangements primarily related to funeral service locations and transportation equipment that were primarily classified as capital leases at December 31, 2012. Lease terms related to funeral home properties generally range from one to 40 years with options to renew at varying terms. Lease terms related to transportation equipment generally range from one to five years with options to renew at varying terms. We calculate operating lease expense ratably over the lease term. We consider reasonably assured renewal options and fixed escalation provisions in our calculation. For more information related to leases, see Note 12.

Goodwill

The excess of purchase price over the fair value of identifiable net assets acquired in business combinations is recorded as goodwill. Goodwill is tested annually for impairment by assessing the fair value of each of our reporting units. We performed our annual impairment test of goodwill in accordance with the Intangibles Topic of the Accounting Standards Codification (ASC) during the fourth quarter.

In September 2011, the FASB amended the Intangibles - Goodwill and Other Topic of the ASC that allows us to make a qualitative assessment of whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill (the "qualitative assessment"). If, after assessing the relevant information, we determine it is more likely than not that the fair value is more than the carrying amount, no additional work is necessary. If we determine it is more likely than not that the fair value is less than the carrying amount, then we are required to proceed to the quantitative approach.

Our goodwill impairment test involves estimates and management judgment. In assessing our goodwill for impairment, we elected not to perform the qualitative assessment. Therefore, in the first step of our goodwill impairment test, we compare the fair value of a reporting unit to its carrying amount, including goodwill. We determine fair value of each reporting unit using both a market and income approach. Our methodology considers discounted cash flows and multiples of EBITDA (earnings before interest, taxes, depreciation, and amortization) for both SCI and its competitors. The discounted cash flow valuation uses projections of future cash flows and includes assumptions concerning future operating performance and economic conditions that may differ from actual future cash flows. We do not record an impairment of goodwill in instances where the fair value of a reporting unit exceeds its carrying amount. If the aggregate step one fair value is less than the related carrying amount for a reporting unit, we compare the implied fair value of goodwill (as defined in the Intangibles Topic of the ASC) to the carrying amount of goodwill. If the carrying amount of reporting unit goodwill exceeds the implied fair value of that goodwill, an impairment loss is recognized in an amount equal to that excess. Based on our most recent annual impairment test performed during the fourth quarter, we concluded that there was no impairment of goodwill as of December 31, 2012.

For our most recent annual impairment test performed in the fourth quarter, we used growth rates ranging from 1.9% to 6.2% over a five-year period, plus a terminal value determined using the constant growth method in projecting our future cash flows. We used an 8.5% discount rate, which reflected our weighted average cost of capital based on our capital structure, as adjusted for equity risk premiums. Fair value was calculated as the sum of the projected discounted cash flows of our reporting units over the next five years plus terminal value at the end of those five years. Our terminal value was calculated using a long-term growth rate of 2.5% and 2.9% for our funeral and cemetery reporting units, respectively.

In addition to our annual review, we assess the impairment of goodwill whenever events or changes in circumstances indicate that the carrying value may be greater than fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results and significant negative industry or economic trends. No interim goodwill impairment reviews were required in 2012.

Other Intangible Assets

Our intangible assets include customer relationships, trademarks and tradenames, and other assets primarily resulting from acquisitions. Our trademark and tradenames and water rights assets are considered to have an indefinite life and are not subject to amortization. We test for impairment of intangible assets in accordance with the Intangibles Topic of the ASC annually during the fourth quarter.

Our intangible assets impairment tests involve estimates and management judgment. For trademark and tradenames, our test uses the relief from royalty method whereby we determine the fair value of the assets by discounting the cash flows that represent a savings over having to pay a royalty fee for use of the trademark and tradenames. The discounted cash flow valuation uses projections of future cash flows and includes assumptions concerning future operating performance and economic conditions that may differ from actual future cash flows. For our most recent annual impairment test performed in the fourth quarter, we estimated that the pre-tax savings would be 4.0% of the revenues associated with the trademark and tradenames, based primarily on our research of intellectual property valuation and licensing databases. We also assumed a terminal growth rate of 2.5% and 2.9% for our funeral and cemetery segments, respectively, and discounted the cash flows at an 8.7% discount rate based on the relative risk of these assets to our overall business. Based on our annual impairment test performed during the fourth quarter, we recorded a $1.2 million impairment on certain of our tradename intangible assets as of December 31, 2012.

In addition to our annual review, we assess the impairment of intangible assets whenever events or changes in circumstances indicate that the carrying value may be greater than the fair value. Factors that could trigger an interim impairment review include, but are not limited to, significant underperformance relative to historical or projected future operating results and significant negative industry or economic trends. No interim intangible impairment reviews were required in 2012.

Certain of our intangible assets associated with prior acquisitions are relieved using specific identification in performance of a contract. We amortize all other finite-lived intangible assets on a straight-line basis over their estimated useful lives of two to forty years.

Valuation of Long-Lived Assets

We review the carrying value of our long-lived assets for impairment whenever events or circumstances indicate that the carrying amount of the asset may not be recoverable, in accordance with the Intangibles and Property, Plant, and Equipment Topic of the ASC. Under this guidance, long-lived assets to be held and used are reported at the lower of their carrying amount or fair value. Fair value is based on an income approach that utilizes projections of undiscounted future cash flows expected to be generated by our long-lived assets. No long-lived asset impairment reviews were required in 2012.

Assets to be disposed of and assets not expected to provide any future service potential are recorded at the lower of their carrying amount or fair value less estimated cost to sell. We determined the fair value of assets to be disposed of using a market approach. See Note 20 for additional information related to assets to be disposed.

Treasury Stock

We make treasury stock purchases in the open market or through privately negotiated transactions subject to market conditions and normal trading restrictions. We account for the repurchase of our common stock under the par value method. We use the average cost method upon the subsequent reissuance of treasury shares. On December 14, 2012, we canceled 17.2 million shares of common stock held in our treasury. We canceled 19.2 million and 13.0 million shares of common stock held in our treasury in 2011 and 2010, respectively. These retired treasury shares were changed to authorized but unissued status.

Foreign Currency Translation

All assets and liabilities of our foreign subsidiaries are translated into U.S. dollars at exchange rates in effect as of the end of the reporting period. Revenue and expense items are translated at the average exchange rates for the reporting period. The resulting translation adjustments are included in Equity as a component of Accumulated other comprehensive income in the consolidated statement of equity and consolidated balance sheet.

The functional currency of SCI and its subsidiaries is the respective local currency. The transactional currency gains and losses that arise from transactions denominated in currencies other than the functional currencies of our operations are recorded in Other income (expense), net in the consolidated statement of operations. We do not have an investment in foreign operations considered to be in highly inflationary economies.

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 Fair Value Measurements and Disclosure (FVM&D) Topic of the ASC. 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; and

• 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 May 2011, the FASB amended the FVM&D Topic of the ASC that expands disclosures about items marked to fair value that are categorized within Level 3 of the fair value hierarchy to include qualitative explanations of the valuation methodology used and sensitivity analysis of the inputs into the valuation. The amendment also requires that items that are not measured at fair value but for which the fair value is disclosed also disclose the level in the fair value hierarchy in which those items were categorized. We adopted the amended guidance in 2012 and the appropriate disclosures are contained in Notes 4, 5, and 6.

Funeral Operations

Revenue is recognized when funeral services are performed or funeral merchandise is delivered. We sell price-guaranteed preneed funeral contracts through various programs providing for future funeral services at prices prevailing when the agreements are signed. Revenue associated with sales of preneed funeral contracts is deferred until such time that the funeral services are performed or funeral merchandise is delivered. Sales taxes collected are recognized on a net basis in our consolidated financial statements.

Pursuant to state or provincial law, all or a portion of the proceeds from funeral merchandise or services sold on a preneed basis may be required to be paid into trust funds. We defer investment earnings related to these merchandise and service trusts until the associated merchandise is delivered or services are performed. Costs related to sales of merchandise and services are charged to expense when merchandise is delivered or services are performed. See Note 4 for more information regarding preneed funeral activities.

Cemetery Operations

Revenue associated with sales of cemetery merchandise and services is recognized when the service is performed or merchandise is delivered. Revenue associated with sales of preneed cemetery interment rights is recognized in accordance with the Revenue Recognition Topic of the ASC. Under this guidance, revenue related to the preneed sale of unconstructed cemetery property is deferred until it is constructed and 10% of the sales price is collected. For services and non-personalized merchandise (such as vaults), we defer the revenues until the services are performed or the merchandise is delivered. For personalized marker merchandise, with the customer’s direction generally obtained at the time of sale, we can choose to order, store, and transfer title to the customer. In situations in which we have no further obligation or involvement related to the merchandise, we recognize revenues and record the cost of sales in accordance with the Revenue Recognition Topic of the ASC upon the earlier of vendor storage of these items or delivery in our cemetery. Sales taxes collected are recognized on a net basis in our consolidated financial statements.

Pursuant to state or provincial law, all or a portion of the proceeds from cemetery merchandise or services sold on a preneed basis may be required to be paid into trust funds. We defer investment earnings related to these merchandise and services trusts until the associated merchandise is delivered or services are performed.

A portion of the proceeds from the sale of cemetery property interment rights is required by state or provincial law to be paid into perpetual care trust funds. Investment earnings from these trusts are distributed to us regularly, are recognized in current cemetery revenues, and are intended to defray cemetery maintenance costs, which are expensed as incurred. The principal of such perpetual care trust funds generally cannot be withdrawn.

Costs related to the sale of property interment rights include the property and construction costs specifically identified by project. At the completion of the project, construction costs are charged to expense in the same period revenue is recognized. Costs related to sales of merchandise and services are charged to expense when merchandise is delivered or when services are performed. See Notes 5 and 6 for more information regarding preneed cemetery activities.

Preneed Funeral and Cemetery Receivables

We sell preneed funeral and cemetery contracts whereby the customer enters into arrangements for future merchandise and services prior to the time of need. As these contracts are prior to the delivery of the related goods and services, the preneed funeral and cemetery receivables are offset by a comparable deferred revenue amount. These receivables have an interest component for which interest income is recorded when the interest amount is considered collectible and realizable, which typically coincides with cash payment. We do not accrue interest on financing receivables that are not paid in accordance with the contractual payment date given the nature of our goods and services, the nature of our contracts with customers, and the timing of the delivery of our services. We do not consider receivables to be past due until the service or goods are required to be delivered at which time the preneed receivable is paid or reclassified as a trade receivable with payment terms of less than 30 days. As the preneed funeral and cemetery receivables are offset by comparable deferred revenue amount, we have no risk of loss related to these receivables.

If a preneed contract is cancelled prior to delivery, state or provincial law determines the amount of the refund owed to the customer, if any, including the amount of the attributed investment earnings. Upon cancellation, we receive the amount of principal deposited to the trust and previously undistributed net investment earnings and, where required, issue a refund to the customer. We retain excess funds, if any, and recognize the attributed investment earnings (net of any investment earnings payable to the customer) as revenue in the consolidated statement of operations. In certain jurisdictions, we may be obligated to fund any shortfall if the amount deposited by the customers exceed the funds in trust. Based on our historical experience, we have provided an allowance for cancellation of these receivables, which is recorded as a reduction in receivables with a corresponding offset to deferred revenue.

Income Taxes

We compute income taxes using the liability method. Our ability to realize the benefit of our federal and state deferred tax assets requires us to achieve certain future earnings levels. We have established a valuation allowance against a portion of our deferred tax assets and we could be required to further adjust that valuation allowance if market conditions change materially and future earnings are, or are projected to be, significantly different than our current estimates.

Comprehensive Income

In June 2011, the FASB amended the Comprehensive Income Topic of the ASC to require the disclosure of the components of other comprehensive income, which we currently disclose elsewhere in our filings, be shown as either part of one statement of comprehensive income or as a separate statement of other comprehensive income immediately following the income statement. We adopted the amended guidance in 2012 and a separate Statement of Comprehensive Income is included herein.

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Commitments and Contingencies Level 1 (Notes)

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

Commitments and Contingencies

Leases

Our leases principally relate to funeral home facilities and transportation equipment. The majority of our lease arrangements contain options to (i) purchase the property at fair value on the exercise date, (ii) purchase the property for a value determined at the inception of the lease, or (iii) renew the lease for the fair rental value at the end of the primary lease term. Rental expense for operating leases was $26.8 million, $25.7 million, and $24.7 million for the years ended December 31, 2012, 2011, and 2010, respectively. As of December 31, 2012, future minimum lease payments for non-cancelable operating and capital leases exceeding one year were as follows:

	Operating		Capital
	(In thousands)
2013	$	12,147	$	27,420
2014	10,187		33,121
2015	8,348		46,790
2016	7,213		14,389
2017	6,322		33,285
2018 and thereafter	45,295		33,901
Total	$	89,512	$	188,906
Less: Interest on capital leases			(12,461		)
Total principal payable on capital leases			$	176,445

Management, Consulting, and Non-Competition Agreements

We have entered into management, employment, consulting, and non-competition agreements, generally for five to ten years, with certain officers and employees and former owners of businesses that we acquired. At December 31, 2012, the maximum estimated future cash commitments under agreements with remaining commitment terms, and with original terms of more than one year, were as follows:

	Employment and Management		Consulting		Non-Competition		Total
	(In thousands)
2013	$	2,990	$	716	$	4,659	$	8,365
2014	2,441		581		4,172		7,194
2015	1,282		390		3,672		5,344
2016	541		173		3,388		4,102
2017	448		69		3,199		3,716
2018 and thereafter	267		193		10,233		10,693
Total	$	7,969	$	2,122	$	29,323	$	39,414

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 December 31, 2012 and 2011, we have self-insurance reserves of $57.5 million and $52.7 million, respectively.

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.

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 but are not limited to the Garcia, Sands, Schwartz and Niven lawsuits 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 recordkeeping, 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 recordkeeping, 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. On May 4, 2011, the trial court certified a class and we are appealing that ruling. 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 compensatory, consequential and punitive damages as well as the appointment of a receiver to oversee cemetery operations. The plaintiff alleges the cemetery engaged in wrongful burial practices and did not disclose them to customers. After a hearing in February 2012, the court in May 2012 issued an order certifying classes of cemetery plot owners and their families based on alleged Company misrepresentation, concealment or nondisclosure of material facts regarding alleged improper burial practices pertaining to the period from February 1985 to September 2009. Pursuant to a court order, the Company may be precluded from making certain arguments that challenge the sufficiency of plaintiff's physical evidence, although the extent to which that order will apply at trial remains unclear. The case is scheduled for trial in July 2013. We cannot quantify our ultimate liability, if any, for the payment of any damages.

Barbara Schwartz & Carol Neitlich, Individually and on behalf of all others similarly situated v. SCI Funeral Services of Florida, Inc., et al.; Case No. 2012CA015954, In the Circuit Court of the 15th Judicial District in and for Palm Beach County, Florida. This lawsuit has been removed to the U.S. District Court for the Southern District of Florida and is now Case No. 9:12-CV-80180-DMM. This case was filed by counsel for plaintiffs in the Sands case regarding our Star of David Memorial Gardens Cemetery and Funeral Chapel and Bailey Memorial Gardens located in North Lauderdale, Florida. Plaintiffs seek to certify a class of cemetery plot owners and their families. Plaintiffs allege the cemetery engaged in wrongful burial practices and did not disclose them to customers. Plaintiffs seek compensatory, consequential and punitive damages as well as the appointment of a receiver to oversee the cemetery operations. We cannot quantify our ultimate liability, if any, for the payment of damages.

Janie Niven & Jennifer Mazzo, Individually and on behalf of all others similarly situated v. SCI Funeral Services of Florida, Inc., et al .; Case No. 2012CA015951, In the Circuit Court of the 15th Judicial District in and for Palm Beach County, Florida. This lawsuit was filed by plaintiffs in the preceding Sands and Schwartz cases regarding Beth David Memorial Gardens and Chapel located in Hollywood, Florida. Although we acquired the cemetery in connection with our 2006 acquisition of Alderwoods Group, Inc., we never managed the cemetery and sold it to a third-party shortly after closing on the Alderwoods acquisition. Plaintiffs seek to certify a class of cemetery plot owners and their families. Plaintiffs allege the cemetery engaged in wrongful burial practices and did not disclose them to customers. Plaintiffs seek compensatory, consequential and punitive damages as well as the appointment of a receiver to oversee the cemetery operations. We cannot quantify our ultimate liability, if any, for the payment of damages.

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 but not limited to the Prise, Bryant and Southern 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 was originally brought under the Fair Labor Standards Act (“FLSA”) and various state laws on behalf of all Alderwoods and SCI-affiliated employees who performed work for which they allegedly were not fully compensated, including work for which overtime pay was owed. Although the court initially conditionally certified an FLSA class of claims as to certain job positions for Alderwoods employees, the court granted our motion to decertify the class on September 9, 2011, and dismissed the claims of all collective members except two named plaintiffs. Of the two remaining plaintiffs, one has dismissed her claims with prejudice and we have settled with the other plaintiff for an amount that is not material to the Company.

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 Alameda. 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. C 08-01184-SI. On December 29, 2009, the court in the Helm case denied the plaintiffs' motion to certify the case as a class action. The plaintiffs modified and refiled their motion for certification. On March 9, 2011, the court denied plaintiffs' renewed motions to certify a class in both of the Bryant and Helm cases and dismissed the Helm case. The Helm plaintiff is appealing the court's order decertifying her claims. The individual claims in the Bryant case are still pending. The plaintiffs have also (i) filed additional lawsuits with similar allegations seeking class certification of state law claims in different states, and (ii) made a large number of demands for arbitration. We cannot quantify our ultimate liability, if any, in these lawsuits.

Southern, et al. v. SCI Kentucky Funeral Services, Inc.; Case No. 11CIO6501; in the Jefferson Circuit Court, Division Eight, Kentucky. This lawsuit was filed on October 6, 2011 against an SCI subsidiary and purports to have been brought on behalf of employees who worked in Kentucky as funeral directors. The plaintiffs allege causes of action for various violations of Kentucky wage and hour laws, and breach of contract. Plaintiffs seek unpaid wages, compensatory and exemplary relief, damages, attorneys' fees and costs, and pre- and post judgment interest. 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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Supplementary Information Level 1 (Notes)

12 Months Ended

Dec. 31, 2012

Supplementary Information [Abstract]

Additional Financial Information Disclosure [Text Block]

Supplementary Information

The detail of certain balance sheet accounts is as follows:

	December 31,
	2012			2011
	(In thousands)
Cash and cash equivalents:
Cash	$	52,431		$	67,937
Commercial paper and temporary investments	40,277			60,632
	$	92,708		$	128,569
Receivables, net:
Notes receivable	$	976		$	1,313
Atneed funeral receivables, net of allowances of $8,590 and $7,755, respectively	73,911			77,103
Atneed cemetery receivables, net of allowances of $1,690 and $1,989, respectively	14,408			12,837
Other	16,226			12,639
	$	105,521		$	103,892
Other current assets:
Income tax receivable	$	4,805		$	8,670
Prepaid insurance	4,258			4,221
Restricted cash	1,484			4,138
Other	9,999			8,774
	$	20,546		$	25,803
Cemetery property:
Undeveloped land	$	1,077,930		$	1,072,170
Developed lots, lawn crypts, and mausoleum spaces	412,018			425,533
	$	1,489,948		$	1,497,703
Property and equipment:
Land	$	524,381		$	515,100
Buildings and improvements	1,596,888			1,526,290
Operating equipment	482,476			456,852
Leasehold improvements	27,532			24,717
Capital leases	181,386			168,538
	2,812,663			2,691,497
Less: Accumulated depreciation	(1,070,385		)	(976,823		)
Accumulated amortization of capital leases	(101,177		)	(96,313		)
	$	1,641,101		$	1,618,361
Deferred charges and other assets:
Intangible assets, net	257,703			253,251
Restricted cash	4,457			6,903
Non-current deferred tax assets	490			6,932
Notes receivable, net of allowances of $1,316 and $1,665, respectively	10,334			11,488
Cash surrender value of insurance policies	84,875			77,791
Other	67,408			74,486
	$	425,267		$	430,851

	December 31,
	2012		2011
	(In thousands)
Accounts payable and accrued liabilities:
Accounts payable	$	104,025	$	115,302
Accrued compensation	97,750		82,145
Accrued dividend	—		11,027
Accrued interest	20,709		22,555
Accrued property taxes	14,246		13,057
Self insurance reserves	57,543		52,697
Bank overdraft	22,240		15,309
Other accrued liabilities	57,270		46,812
	$	373,783	$	358,904
Other liabilities:
Accrued pension	$	27,374	$	29,214
Deferred compensation	59,897		49,711
Customer refund obligation reserve	70,656		76,270
Tax liability	185,568		207,701
Indemnification liability	1,681		2,490
Payable to ECF	41,806		35,316
Other	12,968		14,071
	$	399,950	$	414,773

Revenues and Costs and Expenses

The detail of certain income statement accounts is as follows for the years ended December 31:

	2012		2011		2010
	(In thousands)
Merchandise revenues:
Funeral	$	539,581	$	514,718	$	489,744
Cemetery	554,504		516,683		481,508
Total merchandise revenues	1,094,085		1,031,401		971,252
Services revenues:
Funeral	984,026		968,578		930,163
Cemetery	203,104		195,369		186,236
Total services revenues	1,187,130		1,163,947		1,116,399
Other revenues	129,266		120,692		102,901
Total revenues	$	2,410,481	$	2,316,040	$	2,190,552
Merchandise costs and expenses:
Funeral	$	267,355	$	258,694	$	247,104
Cemetery	233,875		222,406		204,665
Total cost of merchandise	501,230		481,100		451,769
Services costs and expenses:
Funeral	517,131		496,036		453,678
Cemetery	99,063		97,702		94,776
Total cost of services	616,194		593,738		548,454
Overhead and other expenses	767,830		762,666		741,106
Total cost and expenses	$	1,885,254	$	1,837,504	$	1,741,329

Certain Non-Cash Financing and Investing Transactions

	Years Ended December 31,
	2012		2011		2010
	(In thousands)
Dividends accrued but not paid	$	—	$	11,027	$	9,602

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Debt Level 4 (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Debt Instrument [Line Items]
Bank credit facility due March 2016	$ 86,600,000	$ 65,000,000
Total debt	1,948,050,000	1,884,670,000
Less current maturities	(31,429,000)	(23,554,000)
Total long-term debt	1,916,621,000	1,861,116,000
Debt, Weighted Average Interest Rate	6.28%	6.69%
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	87.00%	89.00%
2012	31,429,000
2013	32,404,000
2014	181,888,000
2015	297,176,000
2016	327,509,000
2017 and thereafter	1,077,644,000
Line of Credit Facility, Maximum Borrowing Capacity	500,000,000		400,000,000
Letters of Credit, Maximum Borrowing Capacity			175,000,000
Interest Paid	131,723,000	129,105,000	125,138,000
Payments in 2012	124,173,000
Payments in 2013	123,508,000
Payments in 2014	115,323,000
Payments in 2015	100,121,000
Payments in 2016	83,993,000
Payments in 2017 and thereafter	255,978,000
Unsecured Debt [Member]
Debt Instrument [Line Items]
Unamortized pricing discounts and other	(4,292,000)	(4,888,000)
Unsecured Debt [Member] | February 2013 [Member]
Debt Instrument [Line Items]
Senior Notes	4,757,000	4,757,000
Unsecured Debt [Member] | October 2014 [Member]
Debt Instrument [Line Items]
Senior Notes	0	180,692,000
Unsecured Debt [Member] | April 2015 [Member]
Debt Instrument [Line Items]
Senior Notes	136,465,000	136,465,000
Unsecured Debt [Member] | April 2016 [Member]
Debt Instrument [Line Items]
Senior Notes	197,377,000	197,377,000
Unsecured Debt [Member] | June 2017 [Member]
Debt Instrument [Line Items]
Senior Notes	295,000,000	295,000,000
Unsecured Debt [Member] | October 2018 [Member]
Debt Instrument [Line Items]
Senior Notes	250,000,000	250,000,000
Unsecured Debt [Member] | May 2019 [Member]
Debt Instrument [Line Items]
Senior Notes	250,000,000	250,000,000
Unsecured Debt [Member] | November 2020 [Member]
Debt Instrument [Line Items]
Senior Notes	200,000,000	0
Unsecured Debt [Member] | November 2021 [Member]
Debt Instrument [Line Items]
Senior Notes	150,000,000	150,000,000
Unsecured Debt [Member] | April 2027 [Member]
Debt Instrument [Line Items]
Senior Notes	200,000,000	200,000,000
Capital Lease Obligations [Member]
Debt Instrument [Line Items]
Obligations under capital leases	176,445,000	124,330,000
Mortgages [Member]
Debt Instrument [Line Items]
Mortgage notes and other debt, maturities through 2047	$ 5,698,000	$ 35,937,000

XML

Cemetery Perpetual Care Trusts Level 1 (Notes) (Cemetery Perpetual Care [Member])

12 Months Ended

Dec. 31, 2012

Cemetery Perpetual Care [Member]

Cemetery Perpetual Care Trusts Text Block

Cemetery Perpetual Care Trusts

We are required by state and 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 consolidated statement of cash flows.

The table below sets forth certain investment-related activities associated with our cemetery perpetual care trusts for the years ended December 31:

	2012			2011			2010
	(In thousands)
Deposits	$	24,869		$	23,785		$	22,828
Withdrawals	33,177			34,737			41,418
Purchases of available-for-sale securities	252,021			444,616			442,219
Sales of available-for-sale securities	136,391			410,175			365,017
Realized gains from sales of available-for-sale securities	11,463			34,275			11,753
Realized losses from sales of available-for-sale securities	(6,595		)	(16,310		)	(9,792		)

The components of Cemetery perpetual care trust investments in our consolidated balance sheet at December 31 were as follows:

	2012		2011
	(In thousands)
Trust investments, at market	$	1,045,568	$	952,573
Cash and cash equivalents	54,012		63,933
Cemetery perpetual care trust investments	$	1,099,580	$	1,016,506

The cost and market values associated with our cemetery perpetual care trust investments recorded at fair market value at December 31, 2012 and 2011 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.

		December 31, 2012
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	820	$	45	$	(1	)	$	864
Canadian government	2	30,159		709		(140		)	30,728
Corporate	2	22,877		537		(51		)	23,363
Residential mortgage-backed	2	1,498		41		(2		)	1,537
Asset-backed	2	161		10		—			171
Equity securities:
Preferred stock	2	5,637		61		(938		)	4,760
Common stock:
United States	1	163,173		19,609		(3,389		)	179,393
Canada	1	8,954		1,568		(731		)	9,791
Other international	1	14,693		1,392		(447		)	15,638
Mutual funds:
Equity	1	16,999		2,102		(211		)	18,890
Fixed income	1	680,921		61,172		(441		)	741,652
Private equity	3	24,727		338		(13,943		)	11,122
Other	3	9,653		1,110		(3,104		)	7,659
Cemetery perpetual care trust investments		$	980,272	$	88,694	$	(23,398	)	$	1,045,568

		December 31, 2011
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	981	$	39	$	—		$	1,020
Canadian government	2	29,015		686		(43		)	29,658
Corporate	2	21,197		528		(134		)	21,591
Residential mortgage-backed	2	1,662		53		(13		)	1,702
Asset-backed	2	83		2		(1		)	84
Equity securities:
Preferred stock	2	6,475		18		(1,146		)	5,347
Common stock:
United States	1	141,880		14,443		(9,113		)	147,210
Canada	1	13,374		1,483		(1,423		)	13,434
Other international	1	16,836		1,314		(1,421		)	16,729
Mutual funds:
Equity	1	21,801		1,598		(579		)	22,820
Fixed income	1	654,883		29,758		(9,402		)	675,239
Private equity	3	23,212		374		(12,737		)	10,849
Other	3	8,018		850		(1,978		)	6,890
Cemetery perpetual care trust investments		$	939,417	$	51,146	$	(37,990	)	$	952,573

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 FVM&D 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 an income approach fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt status. These funds are classified as Level 2 investments pursuant to the three-level valuation hierarchy as required by the FVM&D Topic of the ASC.

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. As of December 31, 2012, private equity instruments are valued based on reported net asset values discounted by up to 60% for risk and up to 25% for liquidity. A significant increase (decrease) in the discounts results in a directionally opposite change in the fair value of the instruments.Valuation policies and procedures are determined by our Treasury department, which reports to our Chief Financial Officer. Additionally, valuations are reviewed by our investment committee quarterly. These funds are classified as Level 3 investments pursuant to the three-level valuation hierarchy as required by the FVM&D Topic of the ASC.

As of December 31, 2012, our unfunded commitment for our private equity and other investments was $5.1 million which, if called, would be funded by the assets of the trusts. Our private equity and other investments include several funds that invest in limited partnerships, distressed debt, real estate, and mezzanine financing. These investments can never be redeemed by the funds. Instead, the nature of the investments in this category is that the distributions are received through the liquidation of the underlying assets of the funds. We estimate that the underlying assets will be liquidated over the next 2 to 10 years.

The change in our market-based cemetery perpetual care trust investments with significant unobservable inputs (Level 3) is as follows for the years ended December 31 (in thousands):

	2012			2011			2010
Fair market value, beginning balance	$	17,739		$	17,089		$	14,943
Net unrealized gains included in Accumulated other comprehensive income (1)	2,683			7,400			7,018
Net realized losses included in Other income (expense), net (2)	(205		)	(310		)	(2,613		)
Sales	(26		)	(44		)	(155		)
Contributions	4,171			118			11,140
Distributions and other	(5,581		)	(6,514		)	(13,244		)
Fair market value, ending balance	$	18,781		$	17,739		$	17,089

(1) All unrealized 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 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 to Care trusts’ corpus. See Note 7 for further information related to our Care trusts’ corpus.

Maturity dates of our fixed income securities range from 2013 to 2041. Maturities of fixed income securities at December 31, 2012 are estimated as follows:

	Fair Market Value
	(In thousands)
Due in one year or less	$	9,578
Due in one to five years	22,963
Due in five to ten years	22,830
Thereafter	1,292
	$	56,663

Distributable earnings from these cemetery perpetual care trust investments are recognized in current cemetery revenues to the extent we incur qualifying cemetery maintenance costs. Fees charged by our wholly-owned registered investment advisor are also included in current revenues in the period in which they are earned. Recognized earnings related to these cemetery perpetual care trust investments were $44.7 million, $43.0 million, and $38.6 million for the years ended December 31, 2012, 2011, and 2010, 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 in Other (expense) income, net and a decrease to Cemetery perpetual care trust investments. These investment losses, if any, are offset by the corresponding reclassification in Other (expense) income, net, which reduces Care trusts’ corpus. See Note 7 for further information related to our Care trusts’ corpus. For the years ended December 31, 2012, 2011, and 2010, we recorded a $0.8 million, a $0.7 million, and a $7.8 million impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain investments.

We have determined that the remaining unrealized losses in our cemetery perpetual care trust investments 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 the 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 for the years ended December 31, 2012 and 2011, are shown in the following table:

	December 31, 2012
	In Loss Position Less Than 12 Months						In Loss Position Greater Than 12 Months					Total
	Fair Market Value			Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
							(In thousands)
Fixed income securities:
U.S. Treasury	$	373		$	(1	)	$	—	$	—		$	373	$	(1	)
Canadian government	9,145			(140		)	—		—			9,145		(140		)
Corporate	5,439			(33		)	1,886		(18		)	7,325		(51		)
Residential mortgage-backed	183			(2		)	—		—			183		(2		)
Equity securities:
Preferred stock	3,115			(639		)	973		(299		)	4,088		(938		)
Common stock:
United States	38,323			(2,403		)	7,495		(986		)	45,818		(3,389		)
Canada	1,246			(281		)	1,055		(450		)	2,301		(731		)
Other international	4,712			(389		)	696		(58		)	5,408		(447		)
Mutual funds:
Equity	2,654			(127		)	404		(84		)	3,058		(211		)
Fixed income	10,552			(37		)	31,837		(404		)	42,389		(441		)
Private equity	—			—			10,752		(13,943		)	10,752		(13,943		)
Other	—			—			6,308		(3,104		)	6,308		(3,104		)
Total temporarily impaired securities	$	75,742	—	$	(4,052	)	$	61,406	$	(19,346	)	$	137,148	$	(23,398	)

	December 31, 2011
	In Loss Position Less Than 12 Months					In Loss Position Greater Than 12 Months					Total
	Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
						(In thousands)
Fixed income securities:
Canadian government	7,057		(43		)	—		—			7,057		(43		)
Corporate	3,854		(73		)	1,456		(61		)	5,310		(134		)
Residential mortgage-backed	58		(1		)	127		(12		)	185		(13		)
Asset-backed	51		(1		)	—		—			51		(1		)
Equity securities:
Preferred stock	4,393		(1,116		)	21		(30		)	4,414		(1,146		)
Common stock:
United States	39,716		(5,459		)	9,055		(3,654		)	48,771		(9,113		)
Canada	4,402		(772		)	565		(651		)	4,967		(1,423		)
Other international	5,738		(1,226		)	104		(195		)	5,842		(1,421		)
Mutual funds:
Equity	9,852		(564		)	2,717		(15		)	12,569		(579		)
Fixed income	144,350		(5,498		)	51,301		(3,904		)	195,651		(9,402		)
Private equity	254		(324		)	10,189		(12,413		)	10,443		(12,737		)
Other	140		(181		)	5,660		(1,797		)	5,800		(1,978		)
Total temporarily impaired securities	$	219,865	$	(15,258	)	$	81,195	$	(22,732	)	$	301,060	$	(37,990	)

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Preneed Funeral Activities Preneed Funeral Activities Deferred Preneed Funeral Revenues (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Deferred Preneed Revenues [Roll Forward]
Ending balance — Deferred preneed funeral revenues, net	$ 536,647		$ 575,546
Funeral [Member]
Deferred Preneed Revenues [Roll Forward]
Beginning balance — Deferred preneed funeral revenues, net	575,546		580,223		596,966
Net preneed contract sales	103,341		105,866		112,678
Acquisitions (dispositions) of businesses, net	(4,491)		142,026		26,816
Net investment (losses) earnings	83,788	[1]	(12,164)	[1]	83,605	[1]
Recognized deferred preneed revenues	(164,037)		(182,408)		(151,484)
Change in cancellation allowance	1,304		(1,526)		(761)
Change in deferred preneed funeral receipts held in trust	(61,068)		(57,936)		(69,694)
Effect of foreign currency and other	2,264		1,465		(17,903)
Ending balance — Deferred preneed funeral revenues, net	$ 536,647		$ 575,546		$ 580,223

[1] Includes both realized and unrealized investment earnings (losses).

XML

Recently Issued Accounting Standards Level 1 (Notes)

12 Months Ended

Dec. 31, 2012

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Schedule of New Accounting Pronouncements and Changes in Accounting Principles [Table Text Block]

Recent Accounting Pronouncements and Accounting Changes

Intangible Testing

In July 2012, the FASB amended the Intangibles - Goodwill and Other Topic of the ASC that allows us to make a qualitative assessment of whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount. If, after assessing the relevant information, we determine it is more likely than not that the fair value is more than the carrying amount, no additional work is necessary. If we determine it is more likely than not that the fair value is less than the carrying amount, then we are required to proceed to the quantitative approach. The amended guidance is effective for us in our annual test in the fourth quarter of 2013 and adoption is not expected to impact our consolidated financial condition or results of operations.

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Preneed Cemetery Activities Level 1 (Notes) (Cemetery [Member])

12 Months Ended

Dec. 31, 2012

Cemetery [Member]

Preneed Cemetery Activities Text Block

Preneed Cemetery Activities

Preneed cemetery receivables, net and trust investments

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 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 consolidated statement of cash flows.

Preneed cemetery receivables, net and trust investments are reduced by the trust investment earnings (realized and unrealized) that we have been allowed to withdraw in certain states prior to maturity. These earnings are recorded in Deferred preneed cemetery revenues until the service is performed or the merchandise is delivered.

The table below sets forth certain investment-related activities associated with our preneed cemetery merchandise and service trusts for the years ended December 31:

	2012			2011			2010
				(In thousands)
Deposits	$	98,130		$	98,121		$	96,864
Withdrawals	98,738			109,382			100,474
Purchases of available-for-sale securities	746,761			595,683			638,368
Sales of available-for-sale securities	700,091			525,534			592,813
Realized gains from sales of available-for-sale securities	87,665			67,167			43,413
Realized losses from sales of available-for-sale securities	(29,397		)	(46,889		)	(51,771		)

The components of Preneed cemetery receivables, net and trust investments in the consolidated balance sheet at December 31 were as follows:

	2012			2011
	(In thousands)
Trust investments, at market	$	1,204,084		$	1,051,464
Cash and cash equivalents	86,923			104,554
Insurance-backed fixed income securities	9			5
Trust investments	1,291,016			1,156,023
Receivables from customers	614,599			517,917
Unearned finance charges	(29,471		)	(33,766		)
	1,876,144			1,640,174
Allowance for cancellation	(49,309		)	(44,234		)
Preneed cemetery receivables and trust investments	$	1,826,835		$	1,595,940

The activity in Preneed cemetery receivables, net and trust investments for the years ended December 31 was as follows:

	2012			2011			2010
				(In thousands)
Beginning balance — Preneed cemetery receivables and trust investments	$	1,595,940		$	1,563,893		$	1,382,717
Net preneed contract sales	501,654			468,850			423,985
Acquisitions (dispositions) of businesses, net	1,124			(5,500		)	5,508
Net undistributed investment earnings (losses) (1)	133,351			(24,407		)	121,225
Cash receipts from customers, net of refunds	(417,965		)	(403,524		)	(373,071		)
Deposits to trust	98,130			98,121			96,864
Maturities, deliveries, and associated earnings	(98,738		)	(109,382		)	(100,474		)
Change in cancellation allowance	(3,481		)	(759		)	(3,764		)
Effect of foreign currency and other	16,820			8,648			10,903
Ending balance — Preneed cemetery receivables and trust investments	$	1,826,835		$	1,595,940		$	1,563,893

_________________________________

(1) Includes both realized and unrealized investment earnings (losses).

The cost and market values associated with our cemetery merchandise and service trust investments recorded at fair market value at December 31, 2012 and 2011 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.

		December 31, 2012
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	99,630	$	7,925	$	(841	)	$	106,714
Canadian government	2	17,562		402		(83		)	17,881
Corporate	2	43,515		2,456		(775		)	45,196
Residential mortgage-backed	2	150		4		—			154
Equity securities:
Preferred stock	2	5,840		334		(196		)	5,978
Common stock:
United States	1	363,190		71,613		(7,716		)	427,087
Canada	1	16,026		2,862		(846		)	18,042
Other international	1	29,889		3,687		(857		)	32,719
Mutual funds:
Equity	1	279,265		19,520		(9,921		)	288,864
Fixed income	1	251,687		10,975		(19,350		)	243,312
Private equity	3	32,785		77		(15,175		)	17,687
Other	3	407		44		(1		)	450
Trust investments		$	1,139,946	$	119,899	$	(55,761	)	$	1,204,084

		December 31, 2011
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	51,022	$	6,438	$	(313	)	$	57,147
Canadian government	2	16,566		381		(24		)	16,923
Corporate	2	42,803		2,033		(961		)	43,875
Residential mortgage-backed	2	167		5		(2		)	170
Equity securities:
Preferred stock:	2	3,365		86		(270		)	3,181
Common stock:
United States	1	408,075		71,138		(30,454		)	448,759
Canada	1	18,289		2,547		(1,780		)	19,056
Other international	1	30,501		1,843		(1,536		)	30,808
Mutual funds:
Equity	1	197,523		3,317		(24,911		)	175,929
Fixed income	1	248,529		11,670		(20,238		)	239,961
Private equity	3	30,783		53		(15,617		)	15,219
Other	3	306		130		—			436
Trust investments		$	1,047,929	$	99,641	$	(96,106	)	$	1,051,464

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 FVM&D 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 an income approach fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt status. These funds are classified as Level 2 investments pursuant to the three-level valuation hierarchy as required by the FVM&D Topic of the ASC.

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. As of December 31, 2012, private equity instruments are valued based on reported net asset values discounted by up to 60% for risk and up to 25% for liquidity. A significant increase (decrease) in the discounts results in a directionally opposite change in the fair value of the instruments.Valuation policies and procedures are determined by our Treasury department, which reports to our Chief Financial Officer. Additionally, valuations are reviewed by our investment committee quarterly. These funds are classified as Level 3 investments pursuant to the three-level valuation hierarchy as required by the FVM&D Topic of the ASC.

As of December 31, 2012, our unfunded commitment for our private equity and other investments was $12.1 million which, if called, would be funded by the assets of the trusts. Our private equity and other investments include several funds that invest in limited partnerships, distressed debt, real estate, and mezzanine financing. These investments can never be redeemed by the funds. Instead, the nature of the investments in this category is that the distributions are received through the liquidation of the underlying assets of the funds. We estimate that the underlying assets will be liquidated over the next 2 to 10 years.

The change in our market-based cemetery merchandise and service trust investments with significant unobservable inputs (Level 3) is as follows for the years ended December 31 (in thousands):

	2012			2011			2010
Fair market value, beginning balance at January 1,	$	15,655		$	6,251		$	4,341
Net unrealized gains (losses) included in Accumulated other comprehensive income (1)	128			286			(4,304		)
Net realized losses included in Other income (expense), net (2)	(66		)	(101		)	(529		)
Sales	—			—			(48		)
Contributions	4,932			10,795			7,508
Distributions and other	(2,512		)	(1,576		)	(717		)
Fair market value, ending balance at December 31	$	18,137		$	15,655		$	6,251

_________________________________

(1) All unrealized gains (losses) recognized in Accumulated other comprehensive income for our cemetery 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 our Deferred preneed funeral and cemetery receipts held in trust.

(2) All losses 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 2013 to 2042. Maturities of fixed income securities (excluding mutual funds) at December 31, 2012 are estimated as follows:

	Fair Market Value
	(In thousands)
Due in one year or less	$	11,346
Due in one to five years	57,577
Due in five to ten years	48,778
Thereafter	52,244
	$	169,945

Earnings from all our cemetery merchandise and service trust investments are recognized in cemetery revenues when a service is performed or merchandise is delivered. Fees charged by our wholly-owned registered investment advisor are also included in current revenues in the period in which they are earned. 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 cemetery merchandise and service trust investments were $27.7 million, $20.7 million, and $15.1 million for the years ended December 31, 2012, 2011, and 2010, 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 in Other income (expense), net and a decrease to Preneed cemetery receivables, net and trust investments. These investment losses, if any, are offset by the corresponding reclassification in Other income (expense), net, which reduces Deferred preneed cemetery receipts held in trust. See Note 7 for further information related to our Deferred preneed cemetery receipts held in trust. For the years ended December 31, 2012, 2011, and 2010, we recorded a $0.8 million, a $28.7 million, and a $5.7 million impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain investments.

We have determined that the remaining unrealized losses in our cemetery merchandise and service trust investments 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 the 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 merchandise and service trust investment unrealized losses, their associated fair market values, and the duration of unrealized losses for the years ended December 31, 2012 and 2011, are shown in the following tables:

	December 31, 2012
	In Loss Position Less Than 12 Months					In Loss Position Greater Than 12 Months					Total
	Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
						(In thousands)
Fixed income securities:
U.S. Treasury	$	28,626	$	(841	)	$	—	$	—		$	28,626	$	(841	)
Canadian government	5,319		(83		)	—		—			5,319		(83		)
Corporate	14,060		(571		)	2,137		(204		)	16,197		(775		)
Equity securities:
Preferred stock:	1,497		(143		)	126		(53		)	1,623		(196		)
Common stock:
United States	82,989		(5,624		)	11,131		(2,092		)	94,120		(7,716		)
Canada	3,114		(461		)	1,115		(385		)	4,229		(846		)
Other international	9,056		(655		)	741		(202		)	9,797		(857		)
Mutual funds:
Equity	28,132		(1,427		)	43,172		(8,494		)	71,304		(9,921		)
Fixed income	54,533		(2,205		)	29,104		(17,145		)	83,637		(19,350		)
Private equity	46		(17		)	17,136		(15,158		)	17,182		(15,175		)
Other	8		—			378		(1		)	386		(1		)
Total temporarily impaired securities	$	227,380	$	(12,027	)	$	105,040	$	(43,734	)	$	332,420	$	(55,761	)

	December 31, 2011
	In Loss Position Less Than 12 Months					In Loss Position Greater Than 12 Months					Total
	Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
						(In thousands)
Fixed income securities:
U.S. Treasury	$	1,736	$	(51	)	$	3,038	$	(262	)	$	4,774	$	(313	)
Canadian government	4,024		(24		)	—		—			4,024		(24		)
Corporate	15,044		(850		)	1,747		(111		)	16,791		(961		)
Residential mortgage-backed	2		(1		)	15		(1		)	17		(2		)
Equity securities:
Preferred stock:	1,583		(270		)	—		—			1,583		(270		)
Common stock:
United States	123,849		(26,401		)	17,085		(4,053		)	140,934		(30,454		)
Canada	7,694		(1,260		)	366		(520		)	8,060		(1,780		)
Other international	8,654		(629		)	3,772		(907		)	12,426		(1,536		)
Mutual funds:
Equity	115,725		(11,222		)	36,398		(13,689		)	152,123		(24,911		)
Fixed income	48,950		(7,686		)	9,367		(12,552		)	58,317		(20,238		)
Private equity	466		(254		)	14,213		(15,363		)	14,679		(15,617		)
Total temporarily impaired securities	$	327,727	$	(48,648	)	$	86,001	$	(47,458	)	$	413,728	$	(96,106	)

Deferred Preneed Cemetery Revenues

At December 31, 2012 and 2011, Deferred preneed cemetery revenues, net of allowance for cancellation, represent future cemetery revenues, including distributed trust investment earnings associated with unperformed trust-funded preneed cemetery contracts that are not held in trust accounts. Deferred preneed cemetery revenues are recognized in current cemetery revenues when the service is performed or merchandise is delivered. Future cemetery revenues and net trust investment earnings that are held in trust accounts are included in Deferred preneed cemetery receipts held in trust.

The following table summarizes the activity in Deferred preneed cemetery revenues for the years ended December 31:

	2012			2011			2010
	(In thousands)
Beginning balance — Deferred preneed cemetery revenues	$	833,303		$	813,493		$	817,543
Net preneed and atneed deferred sales	380,887			363,523			349,786
Acquisitions (dispositions) of businesses, net	1,089			(10,861		)	1,090
Net investment earnings (losses) (1)	130,012			(26,431		)	117,331
Recognized deferred preneed revenues	(363,072		)	(350,356		)	(347,996		)
Change in cancellation allowance	3,968			802			(2,457		)
Change in deferred preneed cemetery receipts held in trust	(133,612		)	37,173			(125,974		)
Effect of foreign currency and other	8,573			5,960			4,170
Ending balance — Deferred preneed cemetery revenues	$	861,148		$	833,303		$	813,493

_________________________________

(1) Includes both realized and unrealized investment earnings (losses).

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Deferred Preneed Funeral and Cemetery Receipts Held in Trust and Care Trusts' Corpus Level 1 (Notes)

12 Months Ended

Dec. 31, 2012

Deferred Preneed Funeral and Cemetery Receipts Held in Trust and Care Trusts' Corpus [Abstract]

Deferred Preneed Funeral And Cemetery Receipts Held In Trust And Care Trusts Corpus Text Block

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; therefore, their interests in these trusts represent a liability to us.

The components of Deferred preneed funeral and cemetery receipts held in trust in our consolidated balance sheet at December 31, 2012 and 2011 are detailed below.

	December 31, 2012										December 31, 2011
	Preneed Funeral				Preneed Cemetery			Total			Preneed Funeral				Preneed Cemetery			Total
				(In thousands)										(In thousands)
Trust investments	$	1,337,014			$	1,291,016		$	2,628,030		$	1,271,446			$	1,156,023		$	2,427,469
Accrued trust operating payables and other	(1,827		)		(1,882		)	(3,709		)	(1,261		)		(1,852		)	(3,113		)
Deferred preneed funeral and cemetery receipts held in trust	$	1,335,187			$	1,289,134		$	2,624,321		$	1,270,185			$	1,154,171		$	2,424,356

Care Trusts’ Corpus

The Care trusts’ corpus reflected in our consolidated balance sheet represents the cemetery perpetual care trusts, including the related accrued expenses.

The components of Care trusts’ corpus in our consolidated balance sheet at December 31, 2012 and 2011 are detailed below.

	December 31, 2012			December 31, 2011
	(In thousands)
Cemetery perpetual care trust investments	$	1,099,580		$	1,016,506
Accrued trust operating payables and other	(828		)	(1,206		)
Care trusts’ corpus	$	1,098,752		$	1,015,300

Other Income (Expense), Net

The components of Other income (expense), net in our consolidated statement of operations for the years ended December 31, 2012, 2011, and 2010 are detailed below. See Notes 4, 5, and 6 for further discussion of the amounts related to our funeral, cemetery, and cemetery perpetual care trusts.

	Year Ended December 31, 2012
	Funeral Trusts			Cemetery Trusts			Cemetery Perpetual Care Trusts			Other, Net		Total
							(In thousands)
Realized gains	$	60,833		$	87,665		$	11,463		$	—	$	159,961
Realized losses	(21,454		)	(29,397		)	(6,595		)	—		(57,446		)
Impairment charges	(781		)	(824		)	(760		)	—		(2,365		)
Interest, dividend, and other ordinary income	17,017			17,244			34,032			—		68,293
Trust expenses and income taxes	(10,685		)	(13,389		)	(1,355		)	—		(25,429		)
Net trust investment income	44,930			61,299			36,785			—		143,014
Reclassification to deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus	(44,930		)	(61,299		)	(36,785		)	—		(143,014		)
Other income (expense), net	—			—			—			3,668		3,668
Total other income (expense), net	$	—		$	—		$	—		$	3,668	$	3,668

	Year Ended December 31, 2011
	Funeral Trusts			Cemetery Trusts			Cemetery Perpetual Care Trusts			Other, Net			Total
	(In thousands)
Realized gains	$	61,272		$	67,167		$	34,275		$	—		$	162,714
Realized losses	(41,162		)	(46,889		)	(16,310		)	—			(104,361		)
Impairment charges	(24,705		)	(28,705		)	(741		)	—			(54,151		)
Interest, dividend, and other ordinary income	22,283			26,902			35,467			—			84,652
Trust expenses and income taxes	(7,303		)	(10,579		)	(2,774		)	—			(20,656		)
Net trust investment (loss) income	10,385			7,896			49,917			—			68,198
Reclassification to deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus	(10,385		)	(7,896		)	(49,917		)	—			(68,198		)
Other income (expense), net	—			—			—			(772		)	(772		)
Total other income (expense), net	$	—		$	—		$	—		$	(772	)	$	(772	)

	December 31, 2010
	Funeral Trusts			Cemetery Trusts			Cemetery Perpetual Care Trusts			Other, Net		Total
							(In thousands)
Realized gains	$	36,807		$	43,413		$	11,753		$	—	$	91,973
Realized losses	(46,601		)	(51,771		)	(9,792		)	—		(108,164		)
Impairment charges	(8,135		)	(5,749		)	(7,771		)	—		(21,655		)
Interest, dividend, and other ordinary income	18,571			22,464			34,356			—		75,391
Trust expenses and income taxes	(4,920		)	(9,708		)	(1,872		)	—		(16,500		)
Net trust investment (loss) income	(4,278		)	(1,351		)	26,674			—		21,045
Reclassification to deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus	4,278			1,351			(26,674		)	—		(21,045		)
Other (expense) income, net	—			—			—			3,009		3,009
Total other (expense) income, net	$	—		$	—		$	—		$	3,009	$	3,009

XML

Preneed Cemetery Activities Preneed Cemetary Activities Receivables Net and Trust Investments (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Preneed cemetery receivables, net and trust investments	$ 1,826,835		$ 1,595,940
Cemetery [Member]
Preneed cemetery receivables, net and trust investments	1,595,940		1,563,893		1,382,717
Net preneed contract sales	501,654		468,850		423,985
Dispositions (acquisitions) of businesses, net	1,124		(5,500)		5,508
Net undistributed investments (losses) earnings	133,351	[1]	(24,407)	[1]	121,225	[1]
Cash receipts from customers, net of refunds	(417,965)		(403,524)		(373,071)
Deposits to trust	98,130		98,121		96,864
Maturities, deliveries, and associated earnings	(98,738)		(109,382)		(100,474)
Change in cancellation allowance	(3,481)		(759)		(3,764)
Effect of foreign currency and other	16,820		8,648		10,903
Preneed cemetery receivables, net and trust investments	$ 1,826,835		$ 1,595,940		$ 1,563,893

[1] Includes both realized and unrealized investment earnings (losses).

XML

Debt Debt, Textuals (Details) (USD $)	12 Months Ended			3 Months Ended	12 Months Ended				12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Mar. 31, 2013 February 2013 [Member]	Dec. 31, 2011 February 2013 [Member]	Dec. 31, 2012 October 2014 [Member]	Dec. 31, 2011 April 2015 [Member]	Dec. 31, 2012 April 2015 [Member]	Dec. 31, 2011 April 2016 [Member]	Dec. 31, 2012 April 2016 [Member]	Dec. 31, 2012 June 2017 [Member]	Dec. 31, 2012 May 2019 [Member]	Dec. 31, 2012 November 2021 [Member]
Debt Instrument [Line Items]
Debt, Weighted Average Interest Rate	6.28%	6.69%
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	87.00%	89.00%
Line of Credit Facility, Maximum Borrowing Capacity	$ 500,000,000		$ 400,000,000
Letters of Credit, Maximum Borrowing Capacity			175,000,000
Line of Credit Facility, Amount Outstanding	86,600,000	65,000,000
Letters of Credit Outstanding, Amount	33,000,000
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage	0.35%
Line of Credit Facility, Remaining Borrowing Capacity	380,400,000
Proceeds from Issuance of Senior Long-term Debt	200,000,000
Debt Instrument, Interest Rate, Stated Percentage					7.875%	7.375%	6.75%	6.75%	6.75%	6.75%	7.00%	4.50%	8.00%
Repayments of Long-term Capital Lease Obligations	25,760,000	23,030,000	46,214,000
Repayments of Long-term Debt	206,600,000	46,000,000		4,800,000	3,800,000	180,700,000	20,800,000		15,600,000
Losses on early extinguishment of debt, net	(22,706,000)	(3,509,000)	(9,400,000)
Write off of Deferred Debt Issuance Cost	1,300,000	400,000
Debt Instrument, Unamortized Premium	21,400,000	3,100,000
Capital Lease Obligations Incurred	78,900,000	31,300,000	22,800,000
Pledged Assets Separately Reported, Finance Receivables Pledged as Collateral, at Fair Value	1,700,000	4,100,000
Debt Instrument, Unamortized Discount	4,300,000	4,900,000
Pledged Assets, Other, Not Separately Reported on Statement of Financial Position	$ 3,100,000	$ 2,800,000

XML

Preneed Cemetery Activities Fair Value Hierarchy (Details) (Cemetery [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Cemetery [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Trust investments, at market	$ 1,204,084	$ 1,051,464

XML

Preneed Cemetery Activities Long-term Receivable and Investment (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Long-term receivable and investment components [Line Items]
Insurance-backed fixed income securities	$ 84,875	$ 77,791
Preneed funeral receivables, net and trust investments	1,532,228	1,478,865
Cemetery [Member]
Long-term receivable and investment components [Line Items]
Trust investments, at market	1,204,084	1,051,464
Cash and cash equivalents	86,923	104,554
Insurance-backed fixed income securities	9	5
Trust investments	1,291,016	1,156,023
Unearned finance charge	(29,471)	(33,766)
Preneed funeral receivables, net and trust investments, excluding allowance for cancellation	1,876,144	1,640,174
Allowance for cancellation	(49,309)	(44,234)
Preneed funeral receivables, net and trust investments	$ 1,826,835	$ 1,595,940

XML

Retirement Plans (Details) (USD $)	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Defined Benefit Plan Disclosure [Line Items]
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate Support, Methodology and Source Data	.5
Defined Benefit Plan, Interest Cost	$ 1,109,000	$ 1,306,000	$ 1,498,000
Defined Benefit Plan, Actual Return on Plan Assets	0	0	0
Defined Benefit Plan, Amortization of Gains (Losses)	1,418,000	(289,000)	534,000
Defined Benefit Plan, Net Periodic Benefit Cost	2,527,000	1,017,000	2,032,000
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Defined Benefit Plan, Benefit Obligation	29,214,000	31,377,000
Defined Benefit Plan, Interest Cost	1,109,000	1,306,000	1,498,000
Defined Benefit Plan, Actuarial Net (Gains) Losses	1,806,000	49,000
Defined Benefit Plan, Benefits Paid	(3,455,000)	(3,518,000)
Defined Benefit Plan, Benefit Obligation	28,674,000	29,214,000	31,377,000
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets	0	0
Defined Benefit Plan, Contributions by Employer	3,455,000	3,518,000
Defined Benefit Plan, Benefits Paid	(3,455,000)	(3,518,000)
Defined Benefit Plan, Fair Value of Plan Assets	0	0	0
Defined Benefit Plan, Funded Status of Plan	(28,674,000)	(29,214,000)
Defined Benefit Plan, Amounts Recognized in Balance Sheet	(28,674,000)	(29,214,000)
Defined Benefit Plan, Accumulated Benefit Obligation	28,674,000	29,214,000
Defined Benefit Pension Plan, Liabilities	(28,674,000)
Defined Benefit Pension Plan, Liabilities, Noncurrent	(27,374,000)	(29,214,000)
Defined Benefit Plan, Estimated Amount of Plan Participants' Future Benefits Covered by Insurance Contracts Issued by Employer or Related Parties	49,800,000	51,100,000
Cash Surrender Value of Life Insurance, Retirement Plans	37,200,000	37,500,000
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate	2.90%	4.05%	4.45%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate	4.05%	4.41%	4.80%
2012	3,537,000
2013	3,613,000
2014	2,995,000
2015	2,777,000
2016	2,479,000
Years 2017 through 2021	9,443,000
Defined Contribution Plan, Cost Recognized	$ 23,100,000	$ 22,300,000	$ 20,300,000

XML

Preneed Cemetery Activities Level 3 (Tables)

12 Months Ended

Dec. 31, 2012

Preneed Cemetery Receivables, Net and Trust Investments [Line Items]

Preneed Cemetery Receivables, Net and Trust Investments [Table Text Block]

The activity in Preneed cemetery receivables, net and trust investments for the years ended December 31 was as follows:

	2012			2011			2010
				(In thousands)
Beginning balance — Preneed cemetery receivables and trust investments	$	1,595,940		$	1,563,893		$	1,382,717
Net preneed contract sales	501,654			468,850			423,985
Acquisitions (dispositions) of businesses, net	1,124			(5,500		)	5,508
Net undistributed investment earnings (losses) (1)	133,351			(24,407		)	121,225
Cash receipts from customers, net of refunds	(417,965		)	(403,524		)	(373,071		)
Deposits to trust	98,130			98,121			96,864
Maturities, deliveries, and associated earnings	(98,738		)	(109,382		)	(100,474		)
Change in cancellation allowance	(3,481		)	(759		)	(3,764		)
Effect of foreign currency and other	16,820			8,648			10,903
Ending balance — Preneed cemetery receivables and trust investments	$	1,826,835		$	1,595,940		$	1,563,893

_________________________________

(1) Includes both realized and unrealized investment earnings (losses).

Deferred Preneed Cemetery Revenues [Table Text Block]

The following table summarizes the activity in Deferred preneed cemetery revenues for the years ended December 31:

	2012			2011			2010
	(In thousands)
Beginning balance — Deferred preneed cemetery revenues	$	833,303		$	813,493		$	817,543
Net preneed and atneed deferred sales	380,887			363,523			349,786
Acquisitions (dispositions) of businesses, net	1,089			(10,861		)	1,090
Net investment earnings (losses) (1)	130,012			(26,431		)	117,331
Recognized deferred preneed revenues	(363,072		)	(350,356		)	(347,996		)
Change in cancellation allowance	3,968			802			(2,457		)
Change in deferred preneed cemetery receipts held in trust	(133,612		)	37,173			(125,974		)
Effect of foreign currency and other	8,573			5,960			4,170
Ending balance — Deferred preneed cemetery revenues	$	861,148		$	833,303		$	813,493

_________________________________

(1) Includes both realized and unrealized investment earnings (losses).

Cemetery [Member]

Preneed Cemetery Receivables, Net and Trust Investments [Line Items]

Investment related activities [Table Text Block]

The table below sets forth certain investment-related activities associated with our preneed cemetery merchandise and service trusts for the years ended December 31:

	2012			2011			2010
				(In thousands)
Deposits	$	98,130		$	98,121		$	96,864
Withdrawals	98,738			109,382			100,474
Purchases of available-for-sale securities	746,761			595,683			638,368
Sales of available-for-sale securities	700,091			525,534			592,813
Realized gains from sales of available-for-sale securities	87,665			67,167			43,413
Realized losses from sales of available-for-sale securities	(29,397		)	(46,889		)	(51,771		)

Long-term receivable and investment components [Table Text Block]

The components of Preneed cemetery receivables, net and trust investments in the consolidated balance sheet at December 31 were as follows:

	2012			2011
	(In thousands)
Trust investments, at market	$	1,204,084		$	1,051,464
Cash and cash equivalents	86,923			104,554
Insurance-backed fixed income securities	9			5
Trust investments	1,291,016			1,156,023
Receivables from customers	614,599			517,917
Unearned finance charges	(29,471		)	(33,766		)
	1,876,144			1,640,174
Allowance for cancellation	(49,309		)	(44,234		)
Preneed cemetery receivables and trust investments	$	1,826,835		$	1,595,940

Schedule of Available-for-sale Securities Reconciliation [Table Text Block]

The cost and market values associated with our cemetery merchandise and service trust investments recorded at fair market value at December 31, 2012 and 2011 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.

		December 31, 2012
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	99,630	$	7,925	$	(841	)	$	106,714
Canadian government	2	17,562		402		(83		)	17,881
Corporate	2	43,515		2,456		(775		)	45,196
Residential mortgage-backed	2	150		4		—			154
Equity securities:
Preferred stock	2	5,840		334		(196		)	5,978
Common stock:
United States	1	363,190		71,613		(7,716		)	427,087
Canada	1	16,026		2,862		(846		)	18,042
Other international	1	29,889		3,687		(857		)	32,719
Mutual funds:
Equity	1	279,265		19,520		(9,921		)	288,864
Fixed income	1	251,687		10,975		(19,350		)	243,312
Private equity	3	32,785		77		(15,175		)	17,687
Other	3	407		44		(1		)	450
Trust investments		$	1,139,946	$	119,899	$	(55,761	)	$	1,204,084

		December 31, 2011
	Fair Value Hierarchy Level	Cost		Unrealized Gains		Unrealized Losses			Fair Market Value
				(In thousands)
Fixed income securities:
U.S. Treasury	2	$	51,022	$	6,438	$	(313	)	$	57,147
Canadian government	2	16,566		381		(24		)	16,923
Corporate	2	42,803		2,033		(961		)	43,875
Residential mortgage-backed	2	167		5		(2		)	170
Equity securities:
Preferred stock:	2	3,365		86		(270		)	3,181
Common stock:
United States	1	408,075		71,138		(30,454		)	448,759
Canada	1	18,289		2,547		(1,780		)	19,056
Other international	1	30,501		1,843		(1,536		)	30,808
Mutual funds:
Equity	1	197,523		3,317		(24,911		)	175,929
Fixed income	1	248,529		11,670		(20,238		)	239,961
Private equity	3	30,783		53		(15,617		)	15,219
Other	3	306		130		—			436
Trust investments		$	1,047,929	$	99,641	$	(96,106	)	$	1,051,464

Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The change in our market-based cemetery merchandise and service trust investments with significant unobservable inputs (Level 3) is as follows for the years ended December 31 (in thousands):

	2012			2011			2010
Fair market value, beginning balance at January 1,	$	15,655		$	6,251		$	4,341
Net unrealized gains (losses) included in Accumulated other comprehensive income (1)	128			286			(4,304		)
Net realized losses included in Other income (expense), net (2)	(66		)	(101		)	(529		)
Sales	—			—			(48		)
Contributions	4,932			10,795			7,508
Distributions and other	(2,512		)	(1,576		)	(717		)
Fair market value, ending balance at December 31	$	18,137		$	15,655		$	6,251

_________________________________

(1) All unrealized gains (losses) recognized in Accumulated other comprehensive income for our cemetery 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 our Deferred preneed funeral and cemetery receipts held in trust.

(2) All losses 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.

Investments Classified by Contractual Maturity Date [Table Text Block]

Maturity dates of our fixed income securities range from 2013 to 2042. Maturities of fixed income securities (excluding mutual funds) at December 31, 2012 are estimated as follows:

	Fair Market Value
	(In thousands)
Due in one year or less	$	11,346
Due in one to five years	57,577
Due in five to ten years	48,778
Thereafter	52,244
	$	169,945

Schedule of Unrealized Loss on Investments [Table Text Block]

Our cemetery merchandise and service trust investment unrealized losses, their associated fair market values, and the duration of unrealized losses for the years ended December 31, 2012 and 2011, are shown in the following tables:

	December 31, 2012
	In Loss Position Less Than 12 Months					In Loss Position Greater Than 12 Months					Total
	Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
						(In thousands)
Fixed income securities:
U.S. Treasury	$	28,626	$	(841	)	$	—	$	—		$	28,626	$	(841	)
Canadian government	5,319		(83		)	—		—			5,319		(83		)
Corporate	14,060		(571		)	2,137		(204		)	16,197		(775		)
Equity securities:
Preferred stock:	1,497		(143		)	126		(53		)	1,623		(196		)
Common stock:
United States	82,989		(5,624		)	11,131		(2,092		)	94,120		(7,716		)
Canada	3,114		(461		)	1,115		(385		)	4,229		(846		)
Other international	9,056		(655		)	741		(202		)	9,797		(857		)
Mutual funds:
Equity	28,132		(1,427		)	43,172		(8,494		)	71,304		(9,921		)
Fixed income	54,533		(2,205		)	29,104		(17,145		)	83,637		(19,350		)
Private equity	46		(17		)	17,136		(15,158		)	17,182		(15,175		)
Other	8		—			378		(1		)	386		(1		)
Total temporarily impaired securities	$	227,380	$	(12,027	)	$	105,040	$	(43,734	)	$	332,420	$	(55,761	)

	December 31, 2011
	In Loss Position Less Than 12 Months					In Loss Position Greater Than 12 Months					Total
	Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses			Fair Market Value		Unrealized Losses
						(In thousands)
Fixed income securities:
U.S. Treasury	$	1,736	$	(51	)	$	3,038	$	(262	)	$	4,774	$	(313	)
Canadian government	4,024		(24		)	—		—			4,024		(24		)
Corporate	15,044		(850		)	1,747		(111		)	16,791		(961		)
Residential mortgage-backed	2		(1		)	15		(1		)	17		(2		)
Equity securities:
Preferred stock:	1,583		(270		)	—		—			1,583		(270		)
Common stock:
United States	123,849		(26,401		)	17,085		(4,053		)	140,934		(30,454		)
Canada	7,694		(1,260		)	366		(520		)	8,060		(1,780		)
Other international	8,654		(629		)	3,772		(907		)	12,426		(1,536		)
Mutual funds:
Equity	115,725		(11,222		)	36,398		(13,689		)	152,123		(24,911		)
Fixed income	48,950		(7,686		)	9,367		(12,552		)	58,317		(20,238		)
Private equity	466		(254		)	14,213		(15,363		)	14,679		(15,617		)
Total temporarily impaired securities	$	327,727	$	(48,648	)	$	86,001	$	(47,458	)	$	413,728	$	(96,106	)

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Summary of Significant Accounting Policies, Textuals (Details) (USD $) Share data in Thousands, unless otherwise specified	3 Months Ended	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Required percentage of sales price	0.00%	0.00%
Amortization of cemetery property		$ 44,976,000	$ 40,046,000	$ 32,418,000
Depreciation		120,227,000	118,047,000	116,391,000
Goodwill Reporting Unit Fair Value Inputs, Growth Rate, Low End of the Range	1.90%	1.90%
Goodwill Reporting Unit Fair Value Inputs, Growth Rate, High End of the Range	6.20%	6.20%
Goodwill Reporting Unit Fair Value Inputs, Discount Rate	8.50%	8.50%
Intangible Fair Value Inputs, Royalty Savings Rate	0.040	0.040
Intangibles Fair Value Inputs, Discount Rate	8.70%	8.70%
Impairment of Intangible Assets, Indefinite-lived (Excluding Goodwill)	1,200,000
Retirement of treasury shares		0	0	0
Funeral [Member]
Amortization of cemetery property		0	0	0
Depreciation		91,024,000	89,872,000	87,897,000
Goodwill Reporting Unit Fair Value Inputs, Terminal Growth Rate	2.50%	2.50%
Intangibles Fair Value Inputs, Terminal Growth Rate	2.50%	2.50%
Cemetery [Member]
Amortization of cemetery property		44,976,000	40,046,000	32,418,000
Depreciation		$ 22,783,000	$ 21,355,000	$ 20,909,000
Goodwill Reporting Unit Fair Value Inputs, Terminal Growth Rate	2.90%	2.90%
Intangibles Fair Value Inputs, Terminal Growth Rate	2.90%	2.90%
Treasury Stock [Member]
Retirement of treasury shares		(17,167)	(19,174)	12,973
Minimum [Member]
Funeral home lease life		1 year
Transportation equipment lease life		1 year
Finite-Lived Intangible Assets, Useful Life		2 years
Minimum [Member] | Building and Building Improvements [Member]
Property, Plant and Equipment, Estimated Useful Lives		P7Y
Minimum [Member] | Equipment [Member]
Property, Plant and Equipment, Estimated Useful Lives		P3Y
Maximum [Member]
Funeral home lease life		40 years
Transportation equipment lease life		5 years
Finite-Lived Intangible Assets, Useful Life		40 years
Maximum [Member] | Building and Building Improvements [Member]
Property, Plant and Equipment, Estimated Useful Lives		P40Y
Maximum [Member] | Equipment [Member]
Property, Plant and Equipment, Estimated Useful Lives		P8Y
Maximum [Member] | Leasehold Improvements [Member]
Property, Plant and Equipment, Estimated Useful Lives		P10Y
Noncompete Agreements [Member] | Minimum [Member]
Finite-Lived Intangible Assets, Useful Life		2 years
Noncompete Agreements [Member] | Maximum [Member]
Finite-Lived Intangible Assets, Useful Life		40 years

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Share-Based Compensation Level 1 (Notes)

12 Months Ended

Dec. 31, 2012

Share-based Compensation [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Share-Based Compensation

Stock Benefit Plans

We maintain benefit plans whereby shares of our common stock may be issued pursuant to the exercise of stock options or restricted stock granted to officers and key employees. Our Amended and Restated Incentive Plan reserves 44,000,000 shares of common stock for outstanding and future awards of stock options, restricted stock, and other stock based awards to officers and key employees.

Our benefit plans allow for options to be granted as either non-qualified or incentive stock options. The options historically have been granted annually, or upon hire, as approved by the Compensation Committee of the Board of Directors. The options are granted with an exercise price equal to the market price of our common stock on the date the grant, as approved by the Compensation Committee of the Board of Directors. The options are generally exercisable at a rate of 33¹/3% each year unless alternative vesting methods are approved by the Compensation Committee of the Board of Directors. Restricted stock awards are generally expensed to income ratably over the period during which the restrictions lapse. At December 31, 2012 and 2011, 9,218,551 and 11,789,483 shares, respectively, were reserved for future option and restricted stock grants under our 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, risk-free interest rate, expected holding period, and 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 grant. The fair values of our stock options are calculated using the following weighted average assumptions, based on the methods described above for the years ended December 31, 2012, 2011, and 2010:

	Years Ended December 31,
Assumptions	2012		2011		2010
Dividend yield	1.8	%	2.4	%	1.9	%
Expected volatility	40.8	%	38.4	%	37.5	%
Risk-free interest rate	0.8	%	2.4	%	2.3	%
Expected holding period (years)	5.0		5.0		5.0

The following table summarizes certain information with respect to stock option and restricted share compensation for 2012, 2011, and 2010, as included in our consolidated statement of operations for those respective periods:

	December 31,
	2012		2011		2010
	(In thousands)
Total pretax employee share-based compensation expense included in net income	$	10,983	$	9,144	$	8,878
Income tax benefit related to share-based compensation included in net income	$	4,092	$	3,218	$	3,740

We realized windfall tax deductions of $16.3 million, $4.9 million, and $2.7 million in excess of previously recorded tax benefits, based on the option and restricted share value at the time of grant for the years ended December 31, 2012, 2011, and 2010, respectively. Pursuant to the Stock-Based Compensation Topic of the ASC, the additional tax benefit associated with the windfall is not recognized until the deduction reduces taxes payable.

Stock Options

The following table sets forth stock option activity for the year ended December 31, 2012:

(Shares reported in whole numbers and not in thousands)

	Options		Weighted-Average Exercise Price
Outstanding at December 31, 2011	13,404,216		$	7.88
Granted	2,035,400		$	11.17
Exercised	(2,993,046	)	$	6.14
Canceled	(44,600	)	$	9.61
Outstanding at December 31, 2012	12,401,970		$	8.84
Exercisable at December 31, 2012	8,171,966		$	8.33

During the twelve months ended December 31, 2012, 44,600 of the canceled shares were forfeited. The aggregate intrinsic value for stock options outstanding and exercisable was $61.3 million and $44.4 million, respectively, at December 31, 2012.

Set forth below is certain information related to stock options outstanding and exercisable at December 31, 2012:

(Shares reported in whole numbers and not in thousands)

	Options Outstanding				Options Exercisable
	Number Outstanding at December 31,	Weighted- Average Remaining	Weighted- Average		Number Exercisable at December 31,	Weighted- Average
Range of Exercise Price	2012	Contractual Life	Exercise Price		2012	Exercise Price
$4.01 — 6.00	2,152,554	4.1	$	4.19	2,152,554	$	4.19
$6.01 — 9.00	2,691,827	4.1	$	7.80	1,978,662	$	7.86
$9.01 — 15.00	7,557,589	4.8	$	10.53	4,040,750	$	10.77
$4.01 — 15.00	12,401,970	4.5	$	8.84	8,171,966	$	8.33

Other information pertaining to option activity during the years ended December 31 is as follows:

	2012		2011		2010
Weighted average grant-date fair value of stock options granted	$	3.41	$	2.73	$	2.31
Total fair value of stock options vested (in thousands)	$	5,088	$	5,015	$	6,022
Total intrinsic value of stock options exercised (in thousands)	$	20,333	$	5,184	$	1,804

For the years ended December 31, 2012, 2011, and 2010, cash received from the exercise of stock options was $18.4 million, $8.2 million, and $1.8 million, respectively. We recognized compensation expense of $6.2 million, $5.1 million, and $5.3 million related to stock options for the years ended December 31, 2012, 2011, and 2010, respectively. As of December 31, 2012, the unrecognized compensation expense related to stock options of $7.2 million is expected to be recognized over a weighted average period of 1.3 years.

Restricted Shares

Restricted share activity was as follows:

(Shares reported in whole numbers)

	Restricted Shares		Weighted-Average Grant-Date Fair Value
Nonvested restricted shares at December 31, 2011	1,165,170		$	7.53
Granted	483,170		$	11.18
Vested	(543,761	)	$	6.21
Nonvested restricted shares at December 31, 2012	1,104,579		$	9.78

The fair market value of our restricted stock, as determined on the grant date, is being amortized and charged to income (with an offsetting credit to Capital in excess of par value) generally over the average period during which the restrictions lapse. At December 31, 2012, unrecognized compensation expense of $5.6 million related to restricted shares, which is recorded in Capital in excess of par value on our balance sheet, is expected to be recognized over a weighted average period of 1.3 years. We recognized compensation expense of $4.9 million, $4.1 million, and $3.6 million during the years ended December 31, 2012, 2011, and 2010, respectively, related to our restricted shares.

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Segment Reporting Level 1 (Notes)

12 Months Ended

Dec. 31, 2012

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

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 United States, Canada, and Germany. We conduct both funeral and cemetery operations in the United States and Canada and funeral operations in Germany.

Our reportable segment information is as follows:

	Funeral		Cemetery		Reportable Segments
	(In thousands)
2012
Revenues from external customers	$	1,625,738	$	784,743	$	2,410,481
Interest expense	4,302		384		4,686
Depreciation and amortization	91,024		22,783		113,807
Amortization of intangible assets	18,803		5,021		23,824
Gross profit	349,157		176,070		525,227
Amortization of cemetery property	—		44,976		44,976
Total assets	4,537,444		4,808,558		9,346,002
Capital expenditures	43,984		58,155		102,139
2011
Revenues from external customers	$	1,573,498	$	742,542	$	2,316,040
Interest expense	3,957		305		4,262
Depreciation and amortization	89,872		21,355		111,227
Amortization of intangible assets	18,582		5,540		24,122
Gross profit	330,732		147,804		478,536
Amortization of cemetery property	—		40,046		40,046
Total assets	4,494,331		4,496,749		8,991,080
Capital expenditures	45,275		57,972		103,247
2010
Revenues from external customers	$	1,492,838	$	697,714	$	2,190,552
Interest expense	3,033		257		3,290
Depreciation and amortization	87,897		20,909		108,806
Amortization of intangible assets	17,464		6,095		23,559
Gross profit	317,068		132,155		449,223
Amortization of cemetery property	—		32,418		32,418
Total assets	4,262,675		4,450,028		8,712,703
Capital expenditures	34,762		48,427		83,189

The following table reconciles certain reportable segment amounts to our corresponding consolidated amounts:

	Reportable Segments		Corporate		Consolidated
	(In thousands)
2012
Revenue from external customers	$	2,410,481	$	—	$	2,410,481
Interest expense	4,686		130,382		135,068
Depreciation and amortization	113,807		6,420		120,227
Amortization of intangible assets	23,824		29		23,853
Total assets	9,346,002		337,566		9,683,568
Capital expenditures	102,139		13,489		115,628
2011
Revenue from external customers	$	2,316,040	$	—	$	2,316,040
Interest expense	4,262		129,520		133,782
Depreciation and amortization	111,227		6,820		118,047
Amortization of intangible assets	24,122		1,469		25,591
Total assets	8,991,080		336,732		9,327,812
Capital expenditures	103,247		15,128		118,375
2010
Revenue from external customers	$	2,190,552	$	—	$	2,190,552
Interest expense	3,290		124,906		128,196
Depreciation and amortization	108,806		7,585		116,391
Amortization of intangible assets	23,559		1,638		25,197
Total assets	8,712,703		477,837		9,190,540
Capital expenditures	83,189		14,710		97,899

The following table reconciles gross profits from reportable segments shown above to our consolidated income from continuing operations before income taxes:

	2012			2011			2010
	(In thousands)
Gross profit from reportable segments	$	525,227		$	478,536		$	449,223
General and administrative expenses	(123,905		)	(103,860		)	(103,689		)
(Losses) gains on divestitures and impairment charges, net	(1,533		)	(10,977		)	8,512
Operating income	399,789			363,699			354,046
Interest expense	(135,068		)	(133,782		)	(128,196		)
Losses on early extinguishment of debt, net	(22,706		)	(3,509		)	(9,400		)
Other income (expense), net	3,668			(772		)	3,009
Income from continuing operations before income taxes	$	245,683		$	225,636		$	219,459

Our geographic area information was as follows:

	United States			Canada			Germany			Total
	(In thousands)
2012
Revenues from external customers	$	2,191,532		$	212,898		$	6,051		$	2,410,481
Interest expense	134,643			425			—			135,068
Depreciation and amortization	108,411			11,451			365			120,227
Amortization of intangible assets	22,433			1,420			—			23,853
Amortization of cemetery property	39,803			5,173			—			44,976
Operating income	346,289			53,081			419			399,789
(Losses) gains on divestitures and impairment charges, net	(1,502		)	(9		)	(22		)	(1,533		)
Long-lived assets	4,575,926			359,882			2,918			4,938,726
2011
Revenues from external customers	$	2,103,738		$	205,733		$	6,569		$	2,316,040
Interest expense	133,479			303			—			133,782
Depreciation and amortization	105,931			11,723			393			118,047
Amortization of intangible assets	24,223			1,368			—			25,591
Amortization of cemetery property	35,375			4,671			—			40,046
Operating income	311,790			51,367			542			363,699
(Losses) gains on divestitures and impairment charges, net	(10,299		)	(678		)	—			(10,977		)
Long-lived assets	4,553,557			351,813			3,038			4,908,408
2010
Revenues from external customers	$	1,981,190		$	202,760		$	6,602		$	2,190,552
Interest expense	127,971			225			—			128,196
Depreciation and amortization	104,496			11,507			388			116,391
Amortization of intangible assets	23,524			1,673			—			25,197
Amortization of cemetery property	27,688			4,730			—			32,418
Operating income	301,297			51,799			950			354,046
(Losses) gains on divestitures and impairment charges, net	6,837			1,600			75			8,512
Long-lived assets	4,467,176			363,008			3,600			4,833,784

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Earnings Per Share Earnings Per Share, Textuals (Details) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Earnings Per Share, Diluted, by Common Class, Including Two Class Method [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1.3	4.9	4.8

XML

Divestiture Related Activities (Tables)

12 Months Ended

Dec. 31, 2012

Divestiture-Related Activities [Abstract]

Gains (Losses) on Divestitures and Impairment Charges [Table Text Block]

(Losses) gains on divestitures and impairment charges, net consist of the following for the years ended December 31:

	2012			2011			2010
	(In thousands)
(Losses) gains on divestitures, net	$	617		$	(8,526	)	$	16,547
Impairment losses	(2,150		)	(2,451		)	(8,035		)
	$	(1,533	)	$	(10,977	)	$	8,512

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Share-Based Compensation Level 3 (Tables)

12 Months Ended

Dec. 31, 2012

Share-based Compensation [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

The fair values of our stock options are calculated using the following weighted average assumptions, based on the methods described above for the years ended December 31, 2012, 2011, and 2010:

	Years Ended December 31,
Assumptions	2012		2011		2010
Dividend yield	1.8	%	2.4	%	1.9	%
Expected volatility	40.8	%	38.4	%	37.5	%
Risk-free interest rate	0.8	%	2.4	%	2.3	%
Expected holding period (years)	5.0		5.0		5.0

Schedule of Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Table Text Block]

The following table summarizes certain information with respect to stock option and restricted share compensation for 2012, 2011, and 2010, as included in our consolidated statement of operations for those respective periods:

	December 31,
	2012		2011		2010
	(In thousands)
Total pretax employee share-based compensation expense included in net income	$	10,983	$	9,144	$	8,878
Income tax benefit related to share-based compensation included in net income	$	4,092	$	3,218	$	3,740

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

The following table sets forth stock option activity for the year ended December 31, 2012:

(Shares reported in whole numbers and not in thousands)

	Options		Weighted-Average Exercise Price
Outstanding at December 31, 2011	13,404,216		$	7.88
Granted	2,035,400		$	11.17
Exercised	(2,993,046	)	$	6.14
Canceled	(44,600	)	$	9.61
Outstanding at December 31, 2012	12,401,970		$	8.84
Exercisable at December 31, 2012	8,171,966		$	8.33

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block]

Set forth below is certain information related to stock options outstanding and exercisable at December 31, 2012:

(Shares reported in whole numbers and not in thousands)

	Options Outstanding				Options Exercisable
	Number Outstanding at December 31,	Weighted- Average Remaining	Weighted- Average		Number Exercisable at December 31,	Weighted- Average
Range of Exercise Price	2012	Contractual Life	Exercise Price		2012	Exercise Price
$4.01 — 6.00	2,152,554	4.1	$	4.19	2,152,554	$	4.19
$6.01 — 9.00	2,691,827	4.1	$	7.80	1,978,662	$	7.86
$9.01 — 15.00	7,557,589	4.8	$	10.53	4,040,750	$	10.77
$4.01 — 15.00	12,401,970	4.5	$	8.84	8,171,966	$	8.33

Other Information Pertaining to Stock Option Activity [Table Text Block]

Other information pertaining to option activity during the years ended December 31 is as follows:

	2012		2011		2010
Weighted average grant-date fair value of stock options granted	$	3.41	$	2.73	$	2.31
Total fair value of stock options vested (in thousands)	$	5,088	$	5,015	$	6,022
Total intrinsic value of stock options exercised (in thousands)	$	20,333	$	5,184	$	1,804

Schedule of Share-based Compensation, Restricted Stock Units Award Activity [Table Text Block]

Restricted share activity was as follows:

(Shares reported in whole numbers)

	Restricted Shares		Weighted-Average Grant-Date Fair Value
Nonvested restricted shares at December 31, 2011	1,165,170		$	7.53
Granted	483,170		$	11.18
Vested	(543,761	)	$	6.21
Nonvested restricted shares at December 31, 2012	1,104,579		$	9.78

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Consolidated Balance Sheet (Parentheticals) (USD $)	Dec. 31, 2012	Dec. 31, 2011
Common Stock, Par or Stated Value Per Share	$ 1	$ 1
Common Stock, Shares Authorized	500,000,000	500,000,000
Common Stock, Shares, Issued	211,056,501	224,665,395
Common Stock, Shares, Outstanding	211,046,501	222,955,853

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Credit Risk and Fair Value of Financial Instruments Level 4 (Details) (USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Bank credit facility due March 2016	$ 86,600	$ 65,000
Mortgage notes and other debt, maturities through 2047	5,698	36,340
Total fair value of debt instruments	1,991,339	1,895,423
February 2013 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior Notes	4,786	4,971
October 2014 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior Notes	0	196,954
April 2015 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior Notes	150,112	150,083
April 2016 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior Notes	222,049	216,375
June 2017 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior Notes	341,094	323,025
October 2018 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior Notes	298,750	276,875
May 2019 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior Notes	276,250	262,500
November 2020 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior Notes	204,500	0
November 2021 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior Notes	186,000	167,550
April 2027 [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Senior Notes	$ 215,500	$ 195,750

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Nature of Operations Level 1 (Notes)

12 Months Ended

Dec. 31, 2012

Nature of Operations [Abstract]

Nature of Operations [Text Block]

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 memorialization 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 developed lots, lawn crypts, and mausoleum spaces 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 merchandise and services whereby a customer contractually agrees to the terms of certain merchandise and services to be provided in the future.

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Preneed Funeral Activities Investments Classified by Contractual Maturity Date (Details) (Funeral [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012
Funeral [Member]
Investments Classified By Contractual Maturity Date [Line Items]
Due in one year or less	$ 130,132
Due in one to five years	61,407
Due in five to ten years	51,279
Thereafter	34,938
Total	$ 277,756

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Income Taxes Level 4 (Details) (USD $)	3 Months Ended																12 Months Ended
	Dec. 31, 2012		Sep. 30, 2012		Jun. 30, 2012		Mar. 31, 2012		Dec. 31, 2011		Sep. 30, 2011		Jun. 30, 2011		Mar. 31, 2011		Dec. 31, 2012		Dec. 31, 2011	Dec. 31, 2010
United States																	$ 210,830,000		$ 196,788,000	$ 169,544,000
Foreign																	34,853,000		28,848,000	49,915,000
Income from continuing operations before income taxes	46,749,000	[1]	63,925,000	[1]	63,574,000	[1]	71,435,000	[1]	72,773,000	[1]	44,042,000	[1]	44,827,000	[1]	63,994,000	[1]	245,683,000		225,636,000	219,459,000
United States																	3,752,000		1,267,000	1,752,000
Foreign																	8,776,000		5,844,000	12,326,000
State																	6,036,000		5,781,000	1,446,000
Total current income taxes																	18,564,000		12,892,000	15,524,000
United States																	62,227,000		57,845,000	64,814,000
Foreign																	(102,000)		279,000	185,000
State																	10,859,000		8,388,000	11,935,000
Total deferred income taxes																	72,984,000		66,512,000	76,934,000
Total income taxes	(20,365,000)		(22,128,000)		(25,935,000)		(23,120,000)		(28,223,000)		(9,027,000)		(18,089,000)		(24,065,000)		91,548,000		79,404,000	92,458,000
Income Taxes Paid																	23,100,000		13,100,000	29,300,000
Proceeds from Income Tax Refunds																	1,500,000		8,500,000	8,300,000
Computed tax provision at the applicable federal statutory income tax rate																	85,988,000		78,973,000	76,811,000
State and local taxes, net of federal income tax benefits																	10,998,000		9,895,000	8,775,000
Dividends received deduction and tax exempt interest																	(525,000)		(644,000)	(1,168,000)
Foreign jurisdiction differences																	(3,491,000)		(4,789,000)	(3,101,000)
Permanent differences associated with dispositions																	602,000		(6,329,000)	7,192,000
Changes in uncertain tax positions																	(479,000)		1,584,000	1,138,000
Other																	(1,545,000)		714,000	2,811,000
Effective Income Tax Rate, Continuing Operations																	37.30%		35.20%	42.10%
Cumulative Impact of Tax Accounting Method Change																				190,300,000
Inventories and cemetery property, principally due to purchase accounting adjustments	(354,162,000)								(352,323,000)								(354,162,000)		(352,323,000)
Property and equipment, principally due to differences in depreciation methods and purchase accounting adjustments	(195,066,000)								(194,875,000)								(195,066,000)		(194,875,000)
Intangibles	(77,092,000)								(74,278,000)								(77,092,000)		(74,278,000)
Deferred Tax Liabilities, Payables	(40,374,000)								(32,949,000)								(40,374,000)		(32,949,000)
Deferred tax liabilities	(666,694,000)								(654,425,000)								(666,694,000)		(654,425,000)
Deferred Tax Assets, Loss and Tax Credit Carryforwards	141,739,000								215,285,000								141,739,000		215,285,000
Deferred revenue on preneed funeral and cemetery contracts, principally due to earnings from trust funds	94,731,000								92,640,000								94,731,000		92,640,000
Accrued liabilities	6,267,000								11,308,000								6,267,000		11,308,000
Other	63,845,000								44,506,000								63,845,000		44,506,000
Deferred tax assets	306,582,000								363,739,000								306,582,000		363,739,000
Less: Valuation allowance	67,732,000								63,681,000								67,732,000		63,681,000
Net deferred income tax liability	(427,844,000)								(354,367,000)								(427,844,000)		(354,367,000)
Current deferred tax assets	42,864,000								44,316,000								42,864,000		44,316,000
Non-current deferred tax assets	490,000								6,932,000								490,000		6,932,000
Non-current deferred tax liabilities	(471,198,000)								(405,615,000)								(471,198,000)		(405,615,000)
Excess Tax Benefit from Share-based Compensation, Financing Activities																	29,100,000		13,000,000
Share Distribution from Foreign Subsidiary																				6,900,000
Undistributed Earnings from Foreign Subsidiaries																	263,100,000		93,000,000
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Beginning Balance							156,312,000								152,765,000		156,312,000		152,765,000	144,444,000
Additions to tax positions related to the current year																	2,100,000		(4,971,000)	(10,215,000)
Additions to tax positions related to prior years																	10,224,000		(60,000)	(110,000)
Statute expirations																	(25,300,000)		1,484,000	2,004,000
Ending Balance	143,988,000								156,312,000								143,988,000		156,312,000	152,765,000
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	34,900,000								37,800,000								34,900,000		37,800,000	39,300,000
Unrecognized Tax Benefits, Increases, Net																	12,300,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued	41,600,000								41,800,000								41,600,000		41,800,000	38,800,000
Unrecognized Tax Benefits, Income Tax Penalties and Interest Expense																	200,000		3,000,000	3,600,000
Operating Loss Carryforwards	2,715,537,000																2,715,537,000
Loss Carry Forwards, Expirations in Year One																	13,786,000
Loss Carry Forwards, Expirations in Year Two																	45,287,000
Loss Carry Forwards, Expirations in Year Three																	305,627,000
Loss Carry Forwards, Expirations in Year Four																	68,314,000
Loss Carry Forwards, Expirations in Five Years and Thereafter																	2,282,523,000
Loss Carry Forwards, Unexpiring																	65,200,000
Income Tax Examination, Liability (Refund) Adjustment from Settlement with Taxing Authority	6,600,000																6,600,000
Increase (Decrease) in Income Taxes																	3,100,000
Internal Revenue Service (IRS) [Member]
Proceeds from Income Tax Refunds																	7,100,000
Deferred Tax Assets, Loss and Tax Credit Carryforwards	27,316,000																27,316,000
Less: Valuation allowance	(3,707,000)																(3,707,000)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Operating Loss Carryforwards	61,200,000																61,200,000
Loss Carry Forwards, Expirations in Year One																	8,363,000
Loss Carry Forwards, Expirations in Year Two																	13,318,000
Loss Carry Forwards, Expirations in Year Three																	3,388,000
Loss Carry Forwards, Expirations in Year Four																	9,593,000
Loss Carry Forwards, Expirations in Five Years and Thereafter																	26,538,000
State and Local Jurisdiction [Member]
Valuation Allowance, Deferred Tax Asset, Change in Amount																	4,300,000
Deferred Tax Assets, Loss and Tax Credit Carryforwards	91,775,000	[2]															91,775,000	[2]
Less: Valuation allowance	(45,654,000)	[2]															(45,654,000)	[2]
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Operating Loss Carryforwards	2,654,335,000																2,654,335,000
Loss Carry Forwards, Expirations in Year One																	5,423,000
Loss Carry Forwards, Expirations in Year Two																	31,969,000
Loss Carry Forwards, Expirations in Year Three																	302,239,000
Loss Carry Forwards, Expirations in Year Four																	58,721,000
Loss Carry Forwards, Expirations in Five Years and Thereafter																	2,255,983,000
Foreign Tax Authority [Member]
Deferred Tax Assets, Loss and Tax Credit Carryforwards	22,648,000																22,648,000
Less: Valuation allowance	(18,371,000)																(18,371,000)
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Operating Loss Carryforwards	2,000																2,000
Loss Carry Forwards, Expirations in Year One																	0
Loss Carry Forwards, Expirations in Year Two																	0
Loss Carry Forwards, Expirations in Year Three																	0
Loss Carry Forwards, Expirations in Year Four																	0
Loss Carry Forwards, Expirations in Five Years and Thereafter																	$ 2,000

[1] Includes (Losses) gains on divestitures and impairment charges, net, as described in Note 20.

[2] Presented net of Federal benefit

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Preneed Cemetery Activities Schedule of Unrealized Loss on Investments (Details) (Cemetery [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	$ 227,380	$ 327,727
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(12,027)	(48,648)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	105,040	86,001
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(43,734)	(47,458)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	332,420	413,728
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(55,761)	(96,106)
US Treasury Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	28,626	1,736
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(841)	(51)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	0	3,038
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	0	(262)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	28,626	4,774
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(841)	(313)
Foreign Government Debt Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	5,319	4,024
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(83)	(24)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	0	0
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	0	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	5,319	4,024
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(83)	(24)
Corporate Debt Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	14,060	15,044
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(571)	(850)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	2,137	1,747
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(204)	(111)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	16,197	16,791
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(775)	(961)
Residential Mortgage Backed Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value		2
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses		(1)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value		15
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses		(1)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value		17
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses		(2)
Preferred Stock securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	1,497	1,583
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(143)	(270)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	126	0
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(53)	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	1,623	1,583
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(196)	(270)
US Common Stock Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	82,989	123,849
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(5,624)	(26,401)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	11,131	17,085
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(2,092)	(4,053)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	94,120	140,934
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(7,716)	(30,454)
Canada Common Stock Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	3,114	7,694
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(461)	(1,260)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	1,115	366
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(385)	(520)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	4,229	8,060
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(846)	(1,780)
Other International Common Stock Securities [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	9,056	8,654
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(655)	(629)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	741	3,772
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(202)	(907)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	9,797	12,426
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(857)	(1,536)
Equity Funds [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	28,132	115,725
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(1,427)	(11,222)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	43,172	36,398
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(8,494)	(13,689)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	71,304	152,123
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(9,921)	(24,911)
Fixed Income Funds [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	54,533	48,950
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(2,205)	(7,686)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	29,104	9,367
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(17,145)	(12,552)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	83,637	58,317
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(19,350)	(20,238)
Private Equity Funds [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	46	466
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	(17)	(254)
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	17,136	14,213
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(15,158)	(15,363)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	17,182	14,679
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	(15,175)	(15,617)
Other Investments [Member]
Schedule of unrealized loss on investments [Line Items]
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than Twelve Months, Fair Value	8
Available-for-sale Securities, Continuous Unrealized Loss Position, Less than 12 Months, Aggregate Losses	0
Available-for-sale Securities, Continuous Unrealized Loss Position, Twelve Months or Longer, Fair Value	378
Available-for-sale Securities, Continuous Unrealized Loss Position, 12 Months or Longer, Aggregate Losses	(1)
Available-for-sale Securities, Continuous Unrealized Loss Position, Fair Value	386
Available-for-sale Securities, Continuous Unrealized Loss Position, Aggregate Losses	$ (1)

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Earnings Per Share Level 1 (Notes)

12 Months Ended

Dec. 31, 2012

Earnings Per Share [Abstract]

Earnings Per Share [Text Block]

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 stock that shared in our earnings.

A reconciliation of the numerators and denominators of the basic and diluted EPS for the three years ended December 31 is presented below:

	2012		2011		2010
	(In thousands, except per share amounts)
Amounts attributable to common stockholders:
Net income:
Net income — basic	$	152,546	$	144,903	$	126,417
After tax interest on convertible debt	51		51		51
Net income — diluted	$	152,597	$	144,954	$	126,468
Weighted average shares:
Weighted average shares — basic	215,712		234,242		248,871
Stock options	3,233		2,306		1,610
Convertible debt	121		121		121
Weighted average shares — diluted	219,066		236,669		250,602
Net income per share:
Basic	$	0.71	$	0.62	$	0.51
Diluted	$	0.70	$	0.61	$	0.50

The computation of diluted earnings per share excludes outstanding stock options and convertible debt in certain periods in which the inclusion of such options and debt would be antidilutive to the periods presented. Total options not currently included in the computation of diluted EPS in shares are 1.3 million, 4.9 million, and 4.8 million for the years ended December 31, 2012, 2011, and 2010, respectively.

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Cemetery Perpetual Care Trusts Schedule of Available-for-sale Securities (Details) (Cemetery Perpetual Care [Member], USD $) In Thousands, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Schedule of Available-for-sale Securities [Line Items]
Available-for-sale Securities, Amortized Cost Basis	$ 980,272	$ 939,417
Available-for-sale Securities, Gross Unrealized Gains	88,694	51,146
Available-for-sale Securities, Gross Unrealized Losses	(23,398)	(37,990)
Available-for-sale Securities, Fair Value	1,045,568	952,573
US Treasury Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2	2
Available-for-sale Securities, Amortized Cost Basis	820	981
Available-for-sale Securities, Gross Unrealized Gains	45	39
Available-for-sale Securities, Gross Unrealized Losses	(1)	0
Available-for-sale Securities, Fair Value	864	1,020
Foreign Government Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2	2
Available-for-sale Securities, Amortized Cost Basis	30,159	29,015
Available-for-sale Securities, Gross Unrealized Gains	709	686
Available-for-sale Securities, Gross Unrealized Losses	(140)	(43)
Available-for-sale Securities, Fair Value	30,728	29,658
Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2	2
Available-for-sale Securities, Amortized Cost Basis	22,877	21,197
Available-for-sale Securities, Gross Unrealized Gains	537	528
Available-for-sale Securities, Gross Unrealized Losses	(51)	(134)
Available-for-sale Securities, Fair Value	23,363	21,591
Residential Mortgage Backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2	2
Available-for-sale Securities, Amortized Cost Basis	1,498	1,662
Available-for-sale Securities, Gross Unrealized Gains	41	53
Available-for-sale Securities, Gross Unrealized Losses	(2)	(13)
Available-for-sale Securities, Fair Value	1,537	1,702
Asset-backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2	2
Available-for-sale Securities, Amortized Cost Basis	161	83
Available-for-sale Securities, Gross Unrealized Gains	10	2
Available-for-sale Securities, Gross Unrealized Losses	0	1
Available-for-sale Securities, Fair Value	171	84
Preferred Stock securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	2	2
Available-for-sale Securities, Amortized Cost Basis	5,637	6,475
Available-for-sale Securities, Gross Unrealized Gains	61	18
Available-for-sale Securities, Gross Unrealized Losses	(938)	(1,146)
Available-for-sale Securities, Fair Value	4,760	5,347
US Common Stock Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	1	1
Available-for-sale Securities, Amortized Cost Basis	163,173	141,880
Available-for-sale Securities, Gross Unrealized Gains	19,609	14,443
Available-for-sale Securities, Gross Unrealized Losses	(3,389)	(9,113)
Available-for-sale Securities, Fair Value	179,393	147,210
Canada Common Stock Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	1	1
Available-for-sale Securities, Amortized Cost Basis	8,954	13,374
Available-for-sale Securities, Gross Unrealized Gains	1,568	1,483
Available-for-sale Securities, Gross Unrealized Losses	(731)	(1,423)
Available-for-sale Securities, Fair Value	9,791	13,434
Other International Common Stock Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	1	1
Available-for-sale Securities, Amortized Cost Basis	14,693	16,836
Available-for-sale Securities, Gross Unrealized Gains	1,392	1,314
Available-for-sale Securities, Gross Unrealized Losses	(447)	(1,421)
Available-for-sale Securities, Fair Value	15,638	16,729
Equity Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	1	1
Available-for-sale Securities, Amortized Cost Basis	16,999	21,801
Available-for-sale Securities, Gross Unrealized Gains	2,102	1,598
Available-for-sale Securities, Gross Unrealized Losses	(211)	(579)
Available-for-sale Securities, Fair Value	18,890	22,820
Fixed Income Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	1	1
Available-for-sale Securities, Amortized Cost Basis	680,921	654,883
Available-for-sale Securities, Gross Unrealized Gains	61,172	29,758
Available-for-sale Securities, Gross Unrealized Losses	(441)	(9,402)
Available-for-sale Securities, Fair Value	741,652	675,239
Private Equity Funds [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	3	3
Available-for-sale Securities, Amortized Cost Basis	24,727	23,212
Available-for-sale Securities, Gross Unrealized Gains	338	374
Available-for-sale Securities, Gross Unrealized Losses	(13,943)	(12,737)
Available-for-sale Securities, Fair Value	11,122	10,849
Other Investments [Member]
Schedule of Available-for-sale Securities [Line Items]
Fair Value Hierarchy Level	3	3
Available-for-sale Securities, Amortized Cost Basis	9,653	8,018
Available-for-sale Securities, Gross Unrealized Gains	1,110	850
Available-for-sale Securities, Gross Unrealized Losses	(3,104)	(1,978)
Available-for-sale Securities, Fair Value	$ 7,659	$ 6,890

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Income Taxes Level 3 (Tables)

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

Income from continuing operations before income taxes for the years ended December 31 was composed of the following components:

	2012		2011		2010
	(In thousands)
United States	$	210,830	$	196,788	$	169,544
Foreign	34,853		28,848		49,915
	$	245,683	$	225,636	$	219,459

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

Income tax provision (benefit) for the years ended December 31 consisted of the following:

	2012			2011		2010
	(In thousands)
Current:
United States	$	3,752		$	1,267	$	1,752
Foreign	8,776			5,844		12,326
State	6,036			5,781		1,446
Total current income taxes	18,564			12,892		15,524
Deferred:
United States	$	62,227		$	57,845	$	64,814
Foreign	(102		)	279		185
State	10,859			8,388		11,935
Total deferred income taxes	72,984			66,512		76,934
Total income taxes	$	91,548		$	79,404	$	92,458

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

The differences between the U.S. federal statutory income tax rate and our effective tax rate for the years ended December 31 were as follows:

	2012			2011			2010
	(In thousands)
Computed tax provision at the applicable federal statutory income tax rate	$	85,988		$	78,973		$	76,811
State and local taxes, net of federal income tax benefits	10,998			9,895			8,775
Dividends received deduction and tax exempt interest	(525		)	(644		)	(1,168		)
Foreign jurisdiction differences	(3,491		)	(4,789		)	(3,101		)
Permanent differences associated with dispositions	602			(6,329		)	7,192
Changes in uncertain tax positions	(479		)	1,584			1,138
Other	(1,545		)	714			2,811
Provision for income taxes	$	91,548		$	79,404		$	92,458
Total effective tax rate	37.3		%	35.2		%	42.1		%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

The tax effects of temporary differences and carry-forwards that give rise to significant portions of deferred tax assets and liabilities as of December 31 consisted of the following:

	2012			2011
	(In thousands)
Inventories and cemetery property, principally due to purchase accounting adjustments	$	(354,162	)	$	(352,323	)
Property and equipment, principally due to differences in depreciation methods and purchase accounting adjustments	(195,066		)	(194,875		)
Intangibles	(77,092		)	(74,278		)
Payables, principally due to sales of cemetery interment rights and related products	(40,374		)	(32,949		)
Deferred tax liabilities	(666,694		)	(654,425		)
Loss and tax credit carry-forwards	141,739			215,285
Deferred revenue on preneed funeral and cemetery contracts, principally due to earnings from trust funds	94,731			92,640
Accrued liabilities	6,267			11,308
Other	63,845			44,506
Deferred tax assets	306,582			363,739
Less: Valuation allowance	(67,732		)	(63,681		)
Net deferred income tax liability	$	(427,844	)	$	(354,367	)

Schedule of Deferred Taxes Classification [Table Text Block]

Deferred tax assets and Deferred income tax liabilities consisted of the following as of December 31 (in thousands):

	2012			2011
Current deferred tax assets	$	42,864		$	44,316
Non-current deferred tax assets	490			6,932
Non-current deferred tax liabilities	(471,198		)	(405,615		)
Net deferred income tax liability	$	(427,844	)	$	(354,367	)

Summary of Income Tax Contingencies [Table Text Block]

The following table summarizes the activity related to our gross unrecognized tax benefits from January 1, 2010 to December 31, 2012 (in thousands):

	Federal, State and Foreign Tax
	(In thousands)
Balance at December 31, 2009	$	144,444
Additions to tax positions related to the current year	10,215
Additions to tax positions related to prior years	110
Statute expirations	(2,004		)
Balance at December 31, 2010	$	152,765
Additions to tax positions related to the current year	4,971
Additions to tax positions related to prior years	60
Statute expirations	(1,484		)
Balance at December 31, 2011	$	156,312
Reductions to tax positions related to the current year	(2,100		)
Reductions to tax positions related to prior years	(10,224		)
Balance at December 31, 2012	$	143,988

Summary of Operating Loss Carryforwards [Table Text Block]

Such loss carry-forwards will expire as follows:

	Federal		State		Foreign		Total
			(In thousands)
2013	$	8,363	$	5,423	$	—	$	13,786
2014	13,318		31,969		—		45,287
2015	3,388		302,239		—		305,627
2016	9,593		58,721		—		68,314
Thereafter	26,538		2,255,983		2		2,282,523
Total	$	61,200	$	2,654,335	$	2	$	2,715,537

Summary of Valuation Allowance [Table Text Block]

At December 31, 2012, our loss and tax credit carry-forward deferred tax assets and related valuation allowances by jurisdiction are as follows:

	Federal		State (1)		Foreign		Total
			(In thousands)
Loss and tax credit carry-forwards	$	27,316	$	91,775	$	22,648	$	141,739
Valuation allowance	$	3,707	$	45,654	$	18,371	$	67,732

_________________________________

(1) Presented net of Federal benefit

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Debt Level 1 (Notes)

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

Debt

Debt as of December 31 was as follows:

	2012			2011
	(In thousands)
7.875% Debentures due February 2013	$	4,757		$	4,757
7.375% Senior Notes due October 2014	—			180,692
6.75% Senior Notes due April 2015	136,465			136,465
6.75% Senior Notes due April 2016	197,377			197,377
7.0% Senior Notes due June 2017	295,000			295,000
7.625% Senior Notes due October 2018	250,000			250,000
7.0% Senior Notes due May 2019	250,000			250,000
4.5% Senior Notes due November 2020	200,000			—
8.0% Senior Notes due November 2021	150,000			150,000
7.5% Senior Notes due April 2027	200,000			200,000
Bank credit facility due March 2016	86,600			65,000
Obligations under capital leases	176,445			124,330
Mortgage notes and other debt, maturities through 2047	5,698			35,937
Unamortized pricing discounts and other	(4,292		)	(4,888		)
Total debt	1,948,050			1,884,670
Less current maturities	(31,429		)	(23,554		)
Total long-term debt	$	1,916,621		$	1,861,116

Current maturities of debt at December 31, 2012 were primarily comprised of our capital lease obligations and mortgage notes. Our consolidated debt had a weighted average interest rate of 6.28% and 6.69% at December 31, 2012 and 2011, respectively. Approximately 87% and 89% of our total debt had a fixed interest rate at December 31, 2012 and 2011, respectively.

The aggregate maturities of our debt for the five years subsequent to December 31, 2012 and thereafter (in thousands) are as follows:

2013	$	31,429
2014	32,404
2015	181,888
2016	297,176
2017	327,509
2018 and thereafter	1,077,644
	$	1,948,050

Bank Credit Facility

As of December 31, 2010 we had a $400 million Bank credit facility due November 2013 with a syndicate of financial institutions, including a sublimit of $175 million for letters of credit. In the first quarter of 2011, we amended our bank credit facility to increase the availability thereunder from $400 million to $500 million and extended the maturity to March 2016.

As of December 31, 2012, we had $86.6 million outstanding cash advances and then used our Bank credit facility to support $33.0 million of letters of credit. The Bank credit facility provides us with flexibility for refinancing debt and acquisitions, if needed, and is guaranteed by most of 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 Bank 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 was 0.35%. As of December 31, 2012, we have $380.4 million in borrowing capacity under the facility.

Debt Issuances and Additions

In November 2012, we issued $200.0 million of unsecured 4.5% Senior Notes due November 2020. The notes are subject to the provisions of the Company’s Senior Indenture dated as of February 1, 1993, as amended, which includes covenants limiting, among other things, the creation of liens securing indebtedness and sale-leaseback transactions. We used the net proceeds from the offering to repay our 7.375% Senior Notes due October 2014.

Debt Extinguishments and Reductions

During 2012, we paid an aggregate of $206.6 million, to redeem our 7.375% Senior Notes due October 2014 with a principal amount of $180.7 million and to retire $25.8 million in capital lease obligations. Subsequent to December 31, 2012, we paid $4.8 million to extinguish our 7.875% Debentures due February 2013.

Certain of the above transactions resulted in the recognition of a loss of $22.7 million recorded in (Losses) gains on early extinguishment of debt, net in our consolidated statement of operations, which represents the write-off of unamortized deferred loan costs of $1.3 million and $21.4 million in a make-whole provision paid in cash upon retiring our 7.375% Senior Notes due October 2014. This refinancing allowed the company to replace 7.375% debt due in 2014 with 4.5% debt due in 2020.

During 2011, we made debt payments of $46.0 million, which included the following purchases on the open market:

• $3.8 million aggregate principal amount of our 7.875% Debentures due February 2013;

• $20.8 million aggregate principal amount of our 6.75% Senior Notes due April 2015; and

• $15.6 million aggregate principal amount of our 6.75% Senior Notes due April 2016.

Certain of the above transactions resulted in the recognition of a loss of $3.5 million recorded in (Losses) gains on early extinguishment of debt, net during the year ended December 31, 2011, which represents the write-off of unamortized deferred loan costs of $0.4 million and $3.1 million in premium on the purchase of these notes.

Capital Leases

In 2012, 2011, and 2010 we acquired $78.9 million, $31.3 million, and $22.8 million, respectively, of transportation equipment using capital leases. See additional information regarding these leases in Note 12.

Additional Debt Disclosures

At December 31, 2012 and 2011, we have deposits of $1.7 million and $4.1 million, respectively, in restricted, interest-bearing accounts that were pledged as collateral for various credit instruments and commercial commitments. Our restricted cash is included in Deferred charges and other assets in our consolidated balance sheet. Unamortized pricing discounts, totaling $4.3 million and $4.9 million at December 31, 2012 and 2011, respectively, primarily relate to our 6.75% Senior Notes due April 2015, 6.75% Senior Notes due April 2016, 7.0% Senior Notes due June 2017, and our 8.0% Senior Notes due November 2021.

We had assets of approximately $3.1 million and $2.8 million pledged as collateral for the mortgage notes and other debt at December 31, 2012 and 2011, respectively.

Cash interest payments for the three years ended December 31 (in thousands) were as follows:

Payments in 2012	$	131,723
Payments in 2011	129,105
Payments in 2010	125,138

Cash interest payments forecasted as of December 31, 2012 for the five years subsequent to December 31, 2012 and thereafter (in thousands) are as follows:

Payments in 2013	$	124,173
Payments in 2014	123,508
Payments in 2015	115,323
Payments in 2016	100,121
Payments in 2017	83,993
Payments in 2018 and thereafter	255,978

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Schedule II (Details) (USD $) In Thousands, unless otherwise specified	12 Months Ended
	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010
Allowance for Doubtful Accounts, Current [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Valuation Allowances and Reserves, Beginning Balance	$ 9,744		$ 13,973		$ 14,171
Valuation Allowances and Reserves, Charged (credited) to Cost and Expense	9,706		9,254		8,153
Valuation Allowances and Reserves, Charged (Credited) to Other Accounts	38,946	[1]	25,813	[1]	17,926	[1]
Valuation Allowances and Reserves, Write-Offs	(48,116)	[2]	(39,296)	[2]	(26,277)	[2]
Valuation Allowances and Reserves, Ending Balance CLONE	10,280		9,744		13,973
Allowance for Doubtful Accounts, Noncurrent [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Valuation Allowances and Reserves, Beginning Balance	1,665		3,111		3,135
Valuation Allowances and Reserves, Charged (credited) to Cost and Expense	0		0		0
Valuation Allowances and Reserves, Charged (Credited) to Other Accounts	1	[1]	0	[1]	0	[1]
Valuation Allowances and Reserves, Write-Offs	(350)	[2]	(1,446)	[2]	(24)	[2]
Valuation Allowances and Reserves, Ending Balance CLONE	1,316		1,665		3,111
Asset Allowance for Cancellation, Preneed Funeral and Preneed Cemetery [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Valuation Allowances and Reserves, Beginning Balance	77,992		77,792		71,202
Valuation Allowances and Reserves, Charged (credited) to Cost and Expense	4,549		2,852		3,204
Valuation Allowances and Reserves, Charged (Credited) to Other Accounts	(295)	[1]	(2,652)	[1]	3,386	[1]
Valuation Allowances and Reserves, Write-Offs	0	[2]	0	[2]	0	[2]
Valuation Allowances and Reserves, Ending Balance CLONE	82,246		77,992		77,792
Revenue Allowance for Cancellation, Deferred Preneed Funeral and Cemetery [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Valuation Allowances and Reserves, Beginning Balance	(136,004)		(134,760)		(130,897)
Valuation Allowances and Reserves, Charged (credited) to Cost and Expense	0		0		0
Valuation Allowances and Reserves, Charged (Credited) to Other Accounts	4,684	[1]	(1,244)	[1]	(3,863)	[1]
Valuation Allowances and Reserves, Write-Offs	0	[2]	0	[2]	0	[2]
Valuation Allowances and Reserves, Ending Balance CLONE	(131,320)		(136,004)		(134,760)
Valuation Allowance of Deferred Tax Assets [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Valuation Allowances and Reserves, Beginning Balance	63,681		63,614		68,192
Valuation Allowances and Reserves, Charged (credited) to Cost and Expense	3,713		67		76
Valuation Allowances and Reserves, Charged (Credited) to Other Accounts	338	[1]	0	[1]	(4,654)	[1]
Valuation Allowances and Reserves, Write-Offs	0	[2]	0	[2]	0	[2]
Valuation Allowances and Reserves, Ending Balance CLONE	$ 67,732		$ 63,681		$ 63,614

[1] Primarily relates to acquisitions and dispositions of operations.

[2] Uncollected receivables written off, net of recoveries.