UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-6402-1

SERVICE CORPORATION INTERNATIONAL

(Exact name of registrant as specified in its charter)

Texas (State or other jurisdiction of incorporation or organization)		74-1488375 (I. R. S. employer identification number)
1929 Allen Parkway, Houston, Texas		77019
(Address of principal executive offices)		(Zip code)

713-522-5141
(Registrant’s telephone number, including area code)

None
(Former name, former address, or former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES þ NO o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES o NO o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). YES o NO þ

The number of shares outstanding of the registrant’s common stock as of November 3, 2009 was 253,384,884 (net of treasury shares).

 

 

SERVICE CORPORATION INTERNATIONAL

INDEX

		Page
Glossary			3
Part I. Financial Information
Item 1. Financial Statements			4
Unaudited Condensed Consolidated Statement of Operations — Three and Nine Months Ended September 30, 2009 and 2008			4
Unaudited Condensed Consolidated Balance Sheet — September 30, 2009 and December 31, 2008			5
Unaudited Condensed Consolidated Statement of Cash Flows — Nine Months Ended September 30, 2009 and 2008			6
Unaudited Condensed Consolidated Statement of Equity — Nine Months Ended September 30, 2009			7
Notes to Unaudited Condensed Consolidated Financial Statements			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			35
The Company			35
Financial Condition, Liquidity, and Capital Resources			36
Results of Operations — Three Months Ended September 30, 2009 and 2008			42
Results of Operations — Nine Months Ended September 30, 2009 and 2008			46
Critical Accounting Policies			50
Cautionary Statement on Forward-Looking Statements			51
Item 3. Quantitative and Qualitative Disclosures About Market Risk			52
Item 4. Controls and Procedures			53
Part II. Other Information
Item 1. Legal Proceedings			53
Item 1A. Risk Factors			53
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			54
Item 6. Exhibits			54
Signature			55
EX-12.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

GLOSSARY

The following terms are common to the deathcare industry, are used throughout this report, and have the following meanings:

Atneed — Funeral and cemetery arrangements after a death has occurred.

Burial Vaults — A reinforced container intended to house and protect the casket before it is placed in the ground.

Cemetery Perpetual Care or Endowment Care Fund— A trust fund established for the purpose of maintaining cemetery grounds and property into perpetuity.

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

General Agency (GA) Revenues — Commissions we receive from third-party life insurance companies for life insurance policies or annuities sold to preneed customers for the purpose of funding preneed funeral arrangements. The commission rate paid is determined based on the product type sold, the length of payment terms, and the age of the insured/annuitant.

Interment — The burial or final placement of human remains in the ground.

Lawn Crypt — An underground outer burial receptacle constructed of concrete and reinforced steel, which is usually pre-installed in predetermined designated areas.

Marker — A method of identifying a deceased person in a particular burial space, crypt, or niche. Permanent burial markers are usually made of bronze, granite, or stone.

Maturity — When the underlying contracted service is performed or merchandise is delivered, typically at death. This is the point at which preneed contracts are converted to atneed contracts (note — delivery of certain merchandise and services can occur prior to death).

Mausoleum — An above ground structure that is designed to house caskets and cremation urns.

Preneed — Purchase of products and services prior to use.

Preneed Backlog — Future revenues from unfulfilled preneed funeral and cemetery contractual arrangements.

Production — Sales of preneed funeral and preneed or atneed cemetery contracts.

As used herein, “SCI”, “Company”, “we”, “our”, and “us” refer to Service Corporation International and companies owned directly or indirectly by Service Corporation International, unless the context requires otherwise.

PART I. FINANCIAL INFORMATION

Item 1.		Financial Statements

SERVICE CORPORATION INTERNATIONAL

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
(In thousands, except per share amounts)

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

(See notes to unaudited condensed consolidated financial statements)

SERVICE CORPORATION INTERNATIONAL

CONDENSED CONSOLIDATED BALANCE SHEET
(UNAUDITED)
(In thousands, except share amounts)

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

(See notes to unaudited condensed consolidated financial statements)

SERVICE CORPORATION INTERNATIONAL

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)

(In thousands)

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

(See notes to unaudited condensed consolidated financial statements)

SERVICE CORPORATION INTERNATIONAL

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

(See notes to unaudited condensed consolidated financial statements)

SERVICE CORPORATION INTERNATIONAL

1. Nature of Operations

     We are North America’s largest provider of deathcare products and services, with a network of funeral service locations and cemeteries primarily operating in the United States and Canada. Our operations consist of funeral service locations, cemeteries, funeral service/cemetery combination locations, crematoria, and related businesses.

     Funeral service locations provide all professional services relating to funerals and cremations, including the use of funeral facilities and motor vehicles and preparation and embalming services. Funeral-related merchandise, including caskets, casket personalization products, burial vaults, cremation receptacles, cremation memorial products, flowers, and other ancillary products and services, is sold at funeral service locations. Cemeteries provide cemetery property interment rights, including mausoleum spaces, lots, and lawn crypts, and sell cemetery-related merchandise and services, including stone and bronze memorials, markers, merchandise installations, and burial openings and closings. We also sell preneed funeral and cemetery products and services whereby a customer contractually agrees to the terms of certain products and services to be provided in the future.

2. Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation

     Our unaudited condensed consolidated financial statements include the accounts of Service Corporation International and all subsidiaries in which we hold a controlling financial interest. Our financial statements also include the accounts of the funeral merchandise and service trusts, cemetery merchandise and service trusts, and cemetery perpetual care trusts in which we have a variable interest and are the primary beneficiary. Our interim unaudited condensed consolidated financial statements are unaudited but include all adjustments, consisting of normal recurring accruals and any other adjustments, which management considers necessary for a fair presentation of our results for these periods. Our unaudited condensed consolidated financial statements have been prepared in a manner consistent with the accounting policies described in our annual report on Form 10-K for the year ended December 31, 2008, unless otherwise disclosed herein, and should be read in conjunction therewith. The accompanying year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States of America. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period.

     We recorded several immaterial adjustments to correct errors related to prior accounting periods during the three and nine months ended September 30, 2009. The net impact of these adjustments was a decrease to our pre-tax income in the amount of $0.1 million and an increase to net income in the amount of $1.0 million for the three months ended September 30, 2009. The net impact of these adjustments was a decrease to our pre-tax income and net income in the amount of $7.1 million and $3.5 million, respectively, for the nine months ended September 30, 2009. We do not believe these adjustments are quantitatively or qualitatively material to our unaudited condensed consolidated financial statements for the three and nine months ended September 30, 2009, nor are they quantitatively or qualitatively material to our expected 2009 annual financial results. Additionally, such items are not quantitatively or qualitatively material to any of our prior annual financial statements, nor are such items qualitatively material to any of our prior quarterly financial statements.

Reclassifications

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

Use of Estimates in the Preparation of Financial Statements

     The preparation of the unaudited condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions as described in our Form 10-K for the year ended December 31, 2008. These estimates and assumptions may affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. As a result, actual results could differ from these estimates.

Business Combinations

     In December 2007, the Financial Accounting Standards Board (FASB) revised the authoritative guidance for business combinations, establishing principles and requirements for how an acquirer recognizes and measures in its financial statements the identifiable assets acquired (including goodwill), the liabilities assumed, and any noncontrolling interest in the acquiree. Subsequently, on April 1, 2009, the FASB amended and clarified certain aspects of its authoritative guidance on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. We will apply the FASB authoritative guidance to all business combinations for which the acquisition date is on or after January 1, 2009, and to certain future income tax effects related to our prior business combinations, should they arise. In these acquisitions, tangible and intangible assets acquired and liabilities assumed will be recorded at fair value and goodwill will be recognized for any difference between the price of the acquisition and our fair value determination.

     On October 14, 2009, we entered into a definitive support agreement in which we agreed to offer to acquire all of the outstanding common shares of Keystone North America Inc. (Keystone) for Canadian (C)$8.00 per share in cash. The total transaction is valued at approximately $256 million, including the assumption of Keystone’s outstanding debt. The transaction is anticipated to close in the first quarter of 2010, subject to customary closing conditions, including expiration of the waiting period under the Hart-Scott-Rodino Antitrust Act; however there can be no assurance the acquisition will be completed by this time or at all.

Noncontrolling Interests

     The FASB issued authoritative guidance for noncontrolling interests in December 2007, establishing accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. The guidance clarifies that a noncontrolling interest in a subsidiary, which is sometimes referred to as an unconsolidated investment, is an ownership interest in the consolidated entity that should be reported as a component of equity in the consolidated financial statements. Among other requirements, the guidance requires consolidated net income to be reported at amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interest. We adopted the provisions of the FASB guidance on January 1, 2009 and applied the provisions retrospectively. As a result, we have modified our unaudited condensed consolidated statement of operations, unaudited condensed consolidated balance sheet, unaudited condensed consolidated statement of cash flows, and unaudited condensed consolidated statement of equity to incorporate the required disclosure of noncontrolling interest information.

     During our examination of the FASB authoritative guidance for noncontrolling interests and its impact on our current accounting, we determined that balances historically designated as “non-controlling interest” in our consolidated preneed funeral and cemetery trusts and our cemetery perpetual care trusts do not meet the criteria for non-controlling interest as prescribed by the new guidance, which states that only a financial instrument classified as equity in the trusts’ financial statements can be a noncontrolling interest in the consolidated financial statements. The interest related to our merchandise and service trusts is classified as a liability because the preneed contracts underlying these trusts are unconditionally redeemable upon the occurrence of an event that is certain to occur. In addition, since the earnings from our cemetery perpetual care trusts are used to support the maintenance of our cemeteries, the interest in these trusts also retains the characteristics of a liability. Accordingly, effective December 31, 2008, we re-characterized the amounts historically described as “Non-controlling interest in funeral and cemetery trusts” as either “Deferred preneed funeral receipts held in trust” or “Deferred preneed cemetery receipts held in trust”, as appropriate. Additionally, we re-characterized the amounts historically described as “Non-controlling interest in cemetery perpetual care trusts” as “Care trusts’ corpus”.

Fair Value Measurements

     We measure the available-for-sale securities held by our funeral merchandise and service, cemetery merchandise and service, and cemetery perpetual care trusts at fair value on a recurring basis in accordance with the FASB authoritative guidance for fair value measurements. This guidance defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, establishes a framework for measuring fair value, and expands disclosures about instruments measured at fair value. The guidance establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy is based upon the transparency of inputs to the valuation of an asset or liability as of the measurement date. The three levels are defined as follows:

•

Level 1 — inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;

•

Level 2 — inputs to the valuation methodology include quoted prices for similar assets or liabilities in active markets, and inputs

that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument;

•

Level 3 — inputs to the valuation methodology are unobservable and significant to the fair value measurement.

     An asset’s or liability’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Certain available-for-sale securities held by our funeral merchandise and service, cemetery merchandise and service, and cemetery perpetual care trusts have been classified in Level 3 of the hierarchy due to significant management judgment required as a result of the absence of quoted market prices, inherent lack of liquidity, or the long-term nature of the securities. For additional disclosures required by FASB guidance for all of our available-for-sale securities, see Notes 4, 5, and 6.

     In February 2008, the FASB provided a one-year deferral of the effective date of its authoritative guidance for fair value measurements for non-financial assets and liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. In accordance with deferral provisions, we adopted on January 1, 2009, the guidance for our non-financial assets and liabilities, such as goodwill and property and equipment that we disclose or recognize at fair value on a non-recurring basis. As none of our non-financial assets or liabilities within the scope of guidance experienced an event that required fair value measurement during the nine months ended September 30, 2009, our adoption for these assets and liabilities has had no impact on our results of operations, consolidated financial position, or cash flows.

     In April 2009, the FASB issued additional guidance on how to determine the fair value of assets and liabilities in an environment where the volume and level of activity for the asset or liability have significantly decreased. The FASB also re-emphasizes that the objective of a fair value measurement remains an exit price. The guidance, which was effective for us in the second quarter of 2009, did not have a material impact on our results of operations, consolidated financial position, or cash flows.

Determination of the Useful Life of Intangible Assets

     In April 2008, the FASB issued authoritative guidance that amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset and requires enhanced related disclosures. The guidance must be applied prospectively to all intangible assets recognized as of, or acquired, subsequent to January 1, 2009. Our adoption of the guidance did not impact our unaudited condensed consolidated financial statements.

Other-Than-Temporary Impairments

     In April 2009, the FASB amended the existing guidance on determining whether impairment for investments in debt securities is other-than-temporary and significantly changed the impairment model for such securities. The guidance also modified the presentation of other-than-temporary impairment losses and increased related disclosure requirements. Our second quarter 2009 adoption of the amended guidance did not have a material impact on our results of operations, consolidated financial position, or cash flows; however, we have included additional disclosures, as required, regarding our other-than-temporary impairments. See Notes 4, 5, and 6 for more information.

Interim Fair Value Disclosures

     In April 2009, the FASB issued authoritative guidance that requires companies to disclose the fair value of financial instruments within interim financial statements, adding to the current requirement to provide such disclosures annually. The guidance was effective for us in the second quarter of 2009 and we have included additional disclosures as required.

Subsequent Events

     In May 2009, the FASB issued authoritative guidance that establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. The guidance became effective for us in the second quarter of 2009. For the third quarter ended September 30, 2009, we have evaluated subsequent events through November 5, 2009. Compliance with the guidance did not have an impact on our unaudited condensed consolidated financial statements.

3. Recently Issued Accounting Standards

Variable Interest Entities

     In June 2009, the FASB amended its authoritative guidance to improve financial reporting by enterprises involved with variable interest entities. Specifically, the amended guidance addresses: (1) the impact resulting from the elimination of the qualifying special-

purpose entity concept in previously issued guidance, and (2) constituent concerns about the application of certain key provisions of the existing guidance on the consolidation of variable interest entities, including those in which the accounting and disclosures under the existing guidance do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. The amended guidance is effective for us on January 1, 2010, and we are still assessing the impact on our unaudited condensed consolidated financial statements.

Accounting Standards Codification and Hierarchy

     In June 2009, the FASB established the FASB Accounting Standards Codification (ASC) as the source of authoritative U.S. GAAP recognized by the FASB to be applied by non-governmental entities. Following the Codification, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or EITF Abstracts. Instead, it will issue Accounting Standards Updates to update the Codification. The Codification is effective for interim or annual financial periods ending after September 15, 2009. We adopted the Codification during the three months ended September 30, 2009, and its adoption did not impact our unaudited condensed consolidated financial statements.

Fair Value Measurements

     In August 2009, the FASB issued additional guidance on how to determine the fair value of liabilities. The guidance provides clarification that in circumstances in which a quoted price in an active market for the identical liability is not available, an entity is required to measure fair value utilizing one or more of the following techniques: (1) a valuation technique that uses the quoted market price of an identical liability or similar liabilities when traded as assets; or (2) another valuation technique that is consistent with the principles set forth by the FASB for measuring fair value, such as a present value technique. The guidance will be effective for the first reporting period after the issuance, which for us is the fourth quarter of 2009. We do not expect the guidance to have a material impact on our financial statements.

     In September 2009, the FASB issued additional guidance on how to determine fair value for investments in certain entities that calculate net asset value per share. The guidance permits, as a practical expedient, to estimate the fair value of the investment using its reported net asset value per share as long as that value was calculated in accordance with the authoritative literature governing investment companies. The guidance will be effective for the first reporting period after the issuance, which for us is the fourth quarter of 2009, and we are currently evaluating the impact of the guidance on our financial statements.

4. Preneed Funeral Activities

     Preneed funeral receivables, net and trust investments represent trust investments, including investment earnings, and customer receivables, net of unearned finance charges, related to unperformed, price-guaranteed preneed funeral contracts. Our funeral merchandise and service trusts are variable interest entities as defined in the Consolidation Topic of the ASC. In accordance with this guidance, we have determined that we are the primary beneficiary of these trusts, as we absorb a majority of the losses and returns associated with these trusts. Our cemetery trust investments detailed in Notes 5 and 6 are also accounted for as variable interest entities. When we receive payments from the customer, we deposit the amount required by law into the trust and reclassify the corresponding amount from Deferred preneed funeral revenues 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 unaudited condensed consolidated statement of cash flows.

     The table below sets forth the investment-related activities associated with our preneed funeral merchandise and service trusts:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
		(In thousands)								(In thousands)
Deposits		$	22,015			$	26,187			$	62,402			$	70,959
Withdrawals			27,296				24,528				81,237				95,039
Purchases of available-for-sale securities			124,939				116,264				255,423				306,035
Sales of available-for-sale securities			138,777				76,922				314,322				311,517
Realized gains from sales of available-for-sale securities			5,599				7,535				12,957				37,844
Realized losses from sales of available-for-sale securities			(8,746	)			(8,078	)			(49,939	)			(34,968	)

     The components of Preneed funeral receivables, net and trust investments in our unaudited condensed consolidated balance sheet at September 30, 2009 and December 31, 2008 are as follows:

		September 30,				December 31,
		2009				2008
		(In thousands)
Trust investments at market		$	728,198			$	636,712
Cash and cash equivalents			150,452				125,657
Insurance-backed fixed income securities			214,999				216,394
Trust investments			1,093,649				978,763
Receivables from customers			257,917				249,224
Unearned finance charges			(6,328	)			(6,316	)
			1,345,238				1,221,671
Allowance for cancellation			(31,875	)			(29,979	)
Preneed funeral receivables, net and trust investments		$	1,313,363			$	1,191,692

     The cost and market values associated with our funeral merchandise and service trust investments recorded at fair market value at September 30, 2009 are detailed below. Cost reflects the investment (net of redemptions) of control holders in common trust funds, mutual funds, and private equity investments. Fair market value represents the value of the underlying securities held by the common trust funds, mutual funds at published values, and the estimated market value of private equity investments.

		September 30, 2009
						Unrealized				Unrealized				Fair Market
		Cost				Gains				Losses				Value
		(In thousands)
Fixed income securities:
U.S. Treasury		$	34,935			$	991			$	(231	)		$	35,695
Canadian government			91,852				1,353				(49	)			93,156
Corporate			32,736				1,667				(38	)			34,365
Mortgage-backed			5,067				65				(25	)			5,107
Asset-backed			144				6				—				150
Equity securities:
Common stock (based on investment objectives):
Growth			143,524				20,447				(13,314	)			150,657
Value			173,450				16,856				(19,564	)			170,742
Mutual funds:
Equity			120,007				3,433				(30,780	)			92,660
Fixed income			154,256				3,386				(22,399	)			135,243
Private equity			19,624				1,276				(9,989	)			10,911
Other			5,121				63				(3,886	)			1,298
Trust investments		$	780,716			$	49,543			$	(100,275	)		$	729,984
Less: Assets associated with businesses held for sale															(1,786	)
														$	728,198

		December 31, 2008
						Unrealized				Unrealized				Fair Market
		Cost				Gains				Losses				Value
		(In thousands)
Fixed income securities:
U.S. Treasury		$	61,907			$	569			$	(17,533	)		$	44,943
Canadian government			86,216				951				(828	)			86,339
Corporate			21,144				106				(670	)			20,580
Mortgage-backed			26,230				233				(7,728	)			18,735
Asset-backed			20				—				—				20
Equity securities:
Common stock (based on investment objectives):
Growth			158,337				1,497				(47,427	)			112,407
Value			184,807				1,747				(55,355	)			131,199
Mutual funds:
Equity			98,499				691				(33,276	)			65,914
Fixed income			156,393				2,475				(40,380	)			118,488
Private equity			18,597				1,872				(6,717	)			13,752
Other			29,261				825				(2,958	)			27,128
Trust investments		$	841,411			$	10,966			$	(212,872	)		$	639,505
Less: Assets associated with businesses held for sale															(2,793	)
														$	636,712

     Where quoted prices are available in an active market, securities held by the common trust funds and mutual funds are classified as Level 1 investments pursuant to the three-level valuation hierarchy as required by the Fair Value Measurements and Disclosures Topic of the ASC.

     Where quoted market prices are not available for the specific security, fair values are estimated by using either quoted prices of securities with similar characteristics or a fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt status.

     The valuation of private equity and other alternative investments requires significant management judgment due to the absence of quoted market prices, inherent lack of liquidity, and the long-term nature of such assets. The fair value of these investments is estimated based on the market value of the underlying real estate and private equity investments. The underlying real estate value is determined using the most recent available appraisals. Private equity investments are valued using market appraisals or a discounted cash flow methodology depending on the nature of the underlying assets. The appraisals assess value based on a combination of replacement cost, comparative sales analysis, and discounted cash flow analysis.

     Our investments classified as Level 1 securities include common stock and mutual funds. Level 2 securities include United States (U.S.) Treasury, Canadian government, corporate, mortgage-backed and asset-backed fixed income securities. Our private equity and other alternative investments are classified as Level 3 securities.

     The inputs into the fair value of our market-based funeral merchandise and service trust investments are categorized as follows:

		Quoted
		Market Prices				Significant Other				Significant
		in Active Markets				Observable Inputs				Unobservable Inputs				Fair Market
		(Level 1)				(Level 2)				(Level 3)				Value
		(In thousands)
Trust investments at September 30, 2009		$	549,302			$	168,473			$	12,209			$	729,984
Trust investments at December 31, 2008		$	428,008			$	170,617			$	40,880			$	639,505

     The change in our market-based funeral merchandise and service trust investments with significant unobservable inputs (Level 3) is as follows (in thousands):

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
Fair market value, beginning balance		$	12,346			$	47,080			$	40,880			$	37,865
Net unrealized losses included in Accumulated other comprehensive income (1)			(237	)			(9,478	)			(7,447	)			(229	)
Net (losses) gains included in Other income (expense), net (2)			(2	)			—				17				—
Purchases, sales, contributions, and distributions, net			102				(76	)			650				(110	)
Transfers out of Level 3			—				—				(21,891	)			—
Fair market value, ending balance		$	12,209			$	37,526			$	12,209			$	37,526

     Maturity dates of our fixed income securities range from 2009 to 2039. Maturities of fixed income securities (excluding mutual funds) at September 30, 2009 are estimated as follows:

		Fair Market
		Value
		(In thousands)
Due in one year or less		$	85,998
Due in one to five years			33,642
Due in five to ten years			37,734
Thereafter			11,099
		$	168,473

     Earnings from all trust investments are recognized in funeral revenues when a service is performed or merchandise is delivered. In addition, we are entitled to retain, in certain jurisdictions, a portion of collected customer payments when a customer cancels a preneed contract; these amounts are also recognized in current revenues. Recognized earnings (realized and unrealized) related to our trust investments were $5.9 million and $10.1 million for the three months ended September 30, 2009 and 2008, respectively. Recognized earnings (realized and unrealized) related to our trust investments were $16.8 million and $31.2 million for the nine months ended September 30, 2009 and 2008, respectively.

     We assess our trust investments for other-than-temporary declines in fair value on a quarterly basis. Impairment charges resulting from this assessment are recognized as investment losses in Other income (expense), net and a decrease to Preneed funeral receivables, net and trust investments. These investment losses, if any, are offset by a corresponding reclassification in Other income (expense), net, which reduces Deferred preneed funeral and cemetery receipts held in trust. See Note 7 for further information related to our Deferred preneed funeral and cemetery receipts held in trust. We recorded an impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain securities of $6.3 million and $16.7 million for the three and nine months ended September 30, 2009, respectively. These impairment charges were primarily related to securities which we anticipate will be sold at a loss in the fourth quarter. We recorded an impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain securities of $1.3 million for the three and nine months ended September 30, 2008.

     We have determined that the remaining unrealized losses in our funeral trust investments at September 30, 2009 are considered temporary in nature, as the unrealized losses were due to temporary fluctuations in interest rates and equity prices. The investments are diversified across multiple industry segments using a balanced allocation strategy to minimize long-term risk. We believe that none of these securities are other-than-temporarily impaired based on our analysis of the investments. Our analysis included a review of the portfolio holdings and discussions with the individual money managers as to the sector exposures, credit ratings, and the severity and duration of the unrealized losses. Our funeral trust investment unrealized losses, their associated fair market values and the duration of unrealized losses as of September 30, 2009 are shown in the following table:

		September 30, 2009
		In Loss Position								In Loss Position
		Less Than 12 Months								Greater Than 12 Months								Total
		Fair								Fair								Fair
		Market				Unrealized				Market				Unrealized				Market				Unrealized
		Value				Losses				Value				Losses				Value				Losses
		(In thousands)
Fixed income securities:
U.S. Treasury		$	6,964			$	(221	)		$	337			$	(10	)		$	7,301			$	(231	)
Canadian government			5,216				(49	)			—				—				5,216				(49	)
Corporate			726				(5	)			1,537				(33	)			2,263				(38	)
Mortgage-backed			1,005				(25	)			—				—				1,005				(25	)
Equity securities:
Common stock (based on investment objectives):
Growth			31,381				(3,871	)			28,335				(9,443	)			59,716				(13,314	)
Value			38,931				(5,562	)			48,442				(14,002	)			87,373				(19,564	)
Mutual funds:
Equity			57,310				(25,448	)			21,809				(5,332	)			79,119				(30,780	)
Fixed income			43,112				(12,469	)			21,939				(9,930	)			65,051				(22,399	)
Private equity			7,110				(874	)			14,051				(9,115	)			21,161				(9,989	)
Other			2,214				(272	)			3,962				(3,614	)			6,176				(3,886	)
Total temporarily impaired securities		$	193,969			$	(48,796	)		$	140,412			$	(51,479	)		$	334,381			$	(100,275	)

		December 31, 2008
		In Loss Position								In Loss Position
		Less Than 12 Months								Greater Than 12 Months								Total
		Fair								Fair								Fair
		Market				Unrealized				Market				Unrealized				Market				Unrealized
		Value				Losses				Value				Losses				Value				Losses
		(In thousands)
Fixed income securities:
U.S. Treasury		$	18,750			$	(7,944	)		$	15,513			$	(9,589	)		$	34,263			$	(17,533	)
Canadian government			19,711				(828	)			—				—				19,711				(828	)
Corporate			9,751				(453	)			411				(217	)			10,162				(670	)
Mortgage-backed			8,118				(3,495	)			6,925				(4,233	)			15,043				(7,728	)
Equity securities:
Common stock (based on investment objectives):
Growth			57,436				(24,296	)			41,992				(23,131	)			99,428				(47,427	)
Value			67,038				(28,356	)			49,011				(26,999	)			116,049				(55,355	)
Mutual funds:
Equity			33,709				(15,589	)			27,181				(17,687	)			60,890				(33,276	)
Fixed income			43,432				(19,348	)			33,975				(21,032	)			77,407				(40,380	)
Private equity			1,608				(691	)			12,850				(6,026	)			14,458				(6,717	)
Other			709				(304	)			5,659				(2,654	)			6,368				(2,958	)
Total temporarily impaired securities		$	260,262			$	(101,304	)		$	193,517			$	(111,568	)		$	453,779			$	(212,872	)

5. Preneed Cemetery Activities

     Preneed cemetery receivables, net and trust investments represent trust investments, including investment earnings, and customer receivables, net of unearned finance charges, for contracts sold in advance of when the property interment rights, merchandise, or services are needed. Our cemetery merchandise and service trusts are variable interest entities as defined in the Consolidation Topic of the ASC. In accordance with this guidance, we have determined that we are the primary beneficiary of these trusts, as we absorb a

majority of the losses and returns associated with these trusts. The trust investments detailed in Notes 4 and 6 are also accounted for as variable interest entities. When we receive payments from the customer, we deposit the amount required by law into the trust and reclassify the corresponding amount from Deferred preneed cemetery revenues into Deferred preneed funeral and cemetery receipts held in trust. Amounts are withdrawn from the trusts when the contract obligations are performed. Cash flows from preneed cemetery contracts are presented as operating cash flows in our unaudited condensed consolidated statement of cash flows.

     The table below sets forth the investment-related activities associated with our preneed cemetery merchandise and service trusts:

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
		(In thousands)								(In thousands)
Deposits		$	25,297			$	29,602			$	68,960			$	84,914
Withdrawals			22,844				30,360				76,702				103,099
Purchases of available-for-sale securities			124,312				119,727				308,627				754,276
Sales of available-for-sale securities			128,440				94,052				276,361				341,284
Realized gains from sales of available-for-sale securities			6,585				11,462				12,615				34,876
Realized losses from sales of available-for-sale securities			(8,915	)			(8,561	)			(48,245	)			(38,372	)

     The components of Preneed cemetery receivables, net and trust investments in our unaudited condensed consolidated balance sheet at September 30, 2009 and December 31, 2008 are as follows:

		September 30, 2009				December 31, 2008
		(In thousands)
Trust investments, at market		$	874,263			$	659,149
Cash and cash equivalents			139,110				139,753
Trust investments			1,013,373				798,902
Receivables from customers			372,864				341,688
Unearned finance charges			(44,087	)			(48,999	)
			1,342,150				1,091,591
Allowance for cancellation			(31,161	)			(28,639	)
Preneed cemetery receivables, net and trust investments		$	1,310,989			$	1,062,952

     The cost and market values associated with our cemetery merchandise and service trust investments recorded at fair market value at September 30, 2009 are detailed below. Cost reflects the investment (net of redemptions) of control holders in common trust funds, mutual funds, and private equity investments. Fair market value represents the value of the underlying securities held by the common trust funds, mutual funds at published values, and the estimated market value of private equity investments.

		September 30, 2009
						Unrealized				Unrealized				Fair Market
		Cost				Gains				Losses				Value
		(In thousands)
Fixed income securities:
U.S. Treasury		$	40,726			$	929			$	(459	)		$	41,196
Canadian government			14,601				390				(46	)			14,945
Corporate			9,173				442				—				9,615
Mortgage-backed			9,333				51				(85	)			9,299
Equity securities:
Common stock (based on investment objectives):
Growth			195,550				28,247				(15,365	)			208,432
Value			252,161				22,932				(23,546	)			251,547
Mutual funds:
Equity			246,164				4,239				(45,597	)			204,806
Fixed income			208,338				2,870				(32,495	)			178,713
Private equity			11,131				11				(7,354	)			3,788
Other			4,833				7				(3,494	)			1,346
Trust investments		$	992,010			$	60,118			$	(128,441	)		$	923,687
Less: Assets associated with businesses held for sale															(49,424	)
														$	874,263

		December 31, 2008
						Unrealized				Unrealized				Fair Market
		Cost				Gains				Losses				Value
		(In thousands)
Fixed income securities:
U.S. Treasury		$	60,699			$	139			$	(19,146	)		$	41,692
Canadian government			11,949				466				—				12,415
Corporate			9,726				130				(520	)			9,336
Mortgage-backed			21,832				50				(6,867	)			15,015
Equity securities:
Common stock (based on investment objectives):
Growth			194,429				544				(57,876	)			137,097
Value			262,819				735				(78,233	)			185,321
Mutual funds:
Equity			203,032				480				(67,330	)			136,182
Fixed income			189,492				952				(55,452	)			134,992
Private equity			11,795				678				(3,538	)			8,935
Other			25,154				533				(2,785	)			22,902
Trust investments		$	990,927			$	4,707			$	(291,747	)		$	703,887
Less: Assets associated with businesses held for sale															(44,738	)
														$	659,149

     Where quoted prices are available in an active market, securities held by the common trust funds and mutual funds are classified as Level 1 investments pursuant to the three-level valuation hierarchy as required by the Fair Value Measurements and Disclosures Topic of the ASC.

     Where quoted market prices are not available for the specific security, fair values are estimated by using either quoted prices of securities with similar characteristics or a fair value model with observable inputs that include a combination of interest rates, yield curves, credit risks, prepayment speeds, rating, and tax-exempt status.

     The valuation of private equity and other alternative investments requires significant management judgment due to the absence of quoted market prices, inherent lack of liquidity, and the long-term nature of such assets. The fair value of these investments is estimated based on the market value of the underlying real estate and private equity investments. The underlying real estate value is determined using the most recent available appraisals. Private equity investments are valued using market appraisals or a discounted cash flow methodology depending on the nature of the underlying assets. The appraisals assess value based on a combination of replacement cost, comparative sales analysis, and discounted cash flow analysis.

     Our investments classified as Level 1 securities include common stock and mutual funds. Level 2 securities include U.S. Treasury, Canadian government, corporate, and mortgage-backed fixed income securities. Our private equity and other alternative investments are classified as Level 3 securities.

     The inputs into the fair value of our market-based cemetery merchandise and service trust investments are categorized as follows:

		Quoted
		Market Prices				Significant Other				Significant
		in Active Markets				Observable Inputs				Unobservable Inputs				Fair Market
		(Level 1)				(Level 2)				(Level 3)				Value
		(In thousands)
Trust investments at September 30, 2009		$	843,498			$	75,055			$	5,134			$	923,687
Trust investments at December 31, 2008		$	593,592			$	78,458			$	31,837			$	703,887

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

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2009				2008				2009				2008
Fair market value, beginning balance		$	5,388			$	24,255			$	31,837			$	21,809
Net unrealized (losses) gains included in Accumulated other comprehensive income (1)			(336	)			(717	)			(11,779	)			2,994
Net realized (losses) gains included in Other income (expense), net (2)			(3	)			—				15				—
Purchases, sales, contributions, and distributions, net			85				(386	)			654				(1,651	)
Transfers out of Level 3			—				—				(15,593	)			—
Fair market value, ending balance		$	5,134			$	23,152			$	5,134			$	23,152

     Maturity dates of our fixed income securities range from 2009 to 2039. Maturities of fixed income securities (excluding mutual funds) at September 30, 2009 are estimated as follows:

		Fair Market
		Value
		(In thousands)
Due in one year or less		$	4,475
Due in one to five years			25,268
Due in five to ten years			26,187
Thereafter			19,125
		$	75,055

     Earnings from all trust investments are recognized in cemetery revenues when a service is performed or merchandise is delivered. In addition, we are entitled to retain, in certain jurisdictions, a portion of collected customer payments when a customer cancels a preneed contract; these amounts are also recognized in current revenues. Recognized earnings (realized and unrealized) related to our trust investments were $3.1 million and $1.4 million for the three months ended September 30, 2009 and 2008, respectively. Recognized earnings (realized and unrealized) related to our trust investments were $4.9 million and $11.0 million for the nine months ended September 30, 2009 and 2008, respectively.

     We assess our trust investments for other-than-temporary declines in fair value on a quarterly basis. Impairment charges resulting from this assessment are recognized as investment losses in Other income (expense), net and a decrease to Preneed cemetery receivables, net and trust investments. These investment losses, if any, are offset by a corresponding reclassification in Other income (expense), net, which reduces Deferred preneed funeral and cemetery receipts held in trust. See Note 7 for further information related to our Deferred preneed funeral and cemetery receipts held in trust. We recorded an impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain securities of $20.6 million and $33.5 million for the three and nine months ended September 30, 2009, respectively. These impairment charges were primarily related to securities which we anticipate will be sold at a loss in the fourth quarter. We recorded an impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain securities of $2.3 million for the three and nine months ended September 30, 2008.

     We have determined that the remaining unrealized losses in our cemetery trust investments at September 30, 2009 are considered temporary in nature, as the unrealized losses were due to temporary fluctuations in interest rates and equity prices. The investments are diversified across multiple industry segments using a balanced allocation strategy to minimize long-term risk. We believe that none of these securities are other-than-temporarily impaired based on our analysis of the investments. Our analysis included a review of the portfolio holdings and discussions with the individual money managers as to the sector exposures, credit ratings, and the severity and

duration of the unrealized losses. Our cemetery trust investment unrealized losses, their associated fair market values and the duration of unrealized losses as of September 30, 2009 are shown in the following table:

		September 30, 2009
		In Loss Position								In Loss Position
		Less Than 12 Months								Greater Than 12 Months								Total
		Fair								Fair								Fair
		Market				Unrealized				Market				Unrealized				Market				Unrealized
		Value				Losses				Value				Losses				Value				Losses
		(In thousands)
Fixed income securities:
U.S. Treasury		$	18,811			$	(459	)		$	—			$	—			$	18,811			$	(459	)
Foreign government			4,519				(46	)			—				—				4,519				(46	)
Mortgage-backed			3,107				(85	)			—				—				3,107				(85	)
Equity securities:
Common stock (based on investment objectives):
Growth			36,476				(3,826	)			38,845				(11,539	)			75,321				(15,365	)
Value			53,909				(7,061	)			74,450				(16,485	)			128,359				(23,546	)
Mutual funds:
Equity			110,823				(37,555	)			62,022				(8,042	)			172,845				(45,597	)
Fixed income			61,917				(17,494	)			44,595				(15,001	)			106,512				(32,495	)
Private equity			9,960				(1,489	)			9,357				(5,865	)			19,317				(7,354	)
Other			3,207				(481	)			3,052				(3,013	)			6,259				(3,494	)
Total temporarily impaired securities		$	302,729			$	(68,496	)		$	232,321			$	(59,945	)		$	535,050			$	(128,441	)