UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

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

For the quarterly period ended March 31, 2009

or

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

For the transition period from                      to                     

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 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		Smaller reporting company o
				(Do not check if a smaller reporting company)

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 May 5, 2009 was 250,944,884 (net of treasury shares).

 

 

SERVICE CORPORATION INTERNATIONAL

INDEX

		Page
Glossary			3
Part I. Financial Information			4
Item 1. Financial Statements			4
Unaudited Condensed Consolidated Statement of Operations — Three Months Ended March 31, 2009 and 2008			4
Unaudited Condensed Consolidated Balance Sheet — March 31, 2009 and December 31, 2008			5
Unaudited Condensed Consolidated Statement of Cash Flows — Three Months Ended March 31, 2009 and 2008			6
Unaudited Condensed Consolidated Statement of Stockholders’ Equity — Three Months Ended March 31, 2009			7
Notes to Unaudited Condensed Consolidated Financial Statements			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			31
The Company			31
Financial Condition, Liquidity, and Capital Resources			32
Results of Operations — Three Months Ended March 31, 2009 and 2008			38
Critical Accounting Policies			42
Cautionary Statement on Forward-Looking Statements			42
Item 3. Quantitative and Qualitative Disclosures About Market Risk			44
Item 4. Controls and Procedures			44
Part II. Other Information			45
Item 1. Legal Proceedings			45
Item 1A. Risk Factors			45
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			45
Item 6. Exhibits			45
Signature			46
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 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

		Three Months Ended
		March 31,
		2009				2008
Revenues		$	510,595			$	573,451
Costs and expenses			(410,475	)			(435,854	)
Gross profit			100,120				137,597
General and administrative expenses			(21,786	)			(25,075	)
Gain (loss) on divestitures and impairment charges, net			7,230				(12,046	)
Other operating expense, net			—				(1,106	)
Operating income			85,564				99,370
Interest expense			(31,670	)			(34,069	)
Gain on early extinguishment of debt			1,610				—
Interest income			703				1,920
Other expense, net			(1,546	)			(748	)
Income from continuing operations before income taxes			54,661				66,473
Provision for income taxes			(20,281	)			(24,969	)
Income from continuing operations			34,380				41,504
Income from discontinued operations			—				15
Net income			34,380				41,519
Net loss attributable to noncontrolling interests			150				—
Net income attributable to common stockholders		$	34,530			$	41,519
Basic earnings per share:
Income from continuing operations attributable to common stockholders		$	.14			$	.16
Net income attributable to common stockholders		$	.14			$	.16
Diluted earnings per share:
Income from continuing operations attributable to common stockholders		$	.14			$	.16
Net income attributable to common stockholders		$	.14			$	.16
Basic weighted average number of shares			250,134				261,475
Diluted weighted average number of shares			250,309				265,329
Dividends declared per share		$	.04			$	.04

(See notes to unaudited condensed consolidated financial statements)

SERVICE CORPORATION INTERNATIONAL

		March 31, 2009				December 31, 2008
Assets
Current assets:
Cash and cash equivalents		$	215,971			$	128,397
Receivables, net			78,612				96,145
Inventories			31,221				31,603
Deferred tax asset			79,571				79,571
Current assets held for sale			1,311				1,279
Other			23,952				18,515
Total current assets			430,638				355,510
Preneed funeral receivables, net and trust investments			1,193,598				1,191,692
Preneed cemetery receivables, net and trust investments			1,087,777				1,062,952
Cemetery property, at cost			1,459,891				1,458,981
Property and equipment, net			1,565,797				1,567,875
Non-current assets held for sale			96,123				97,512
Goodwill			1,172,645				1,178,969
Deferred charges and other assets			439,257				452,634
Cemetery perpetual care trust investments			697,535				744,758
		$	8,143,261			$	8,110,883
Liabilities & Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities		$	308,983			$	294,859
Current maturities of long-term debt			55,897				27,104
Current liabilities held for sale			549				465
Income taxes			1,158				4,354
Total current liabilities			366,587				326,782
Long-term debt			1,788,670				1,821,404
Deferred preneed funeral revenues			586,232				588,198
Deferred preneed cemetery revenues			804,205				771,117
Deferred income taxes			306,067				288,677
Non-current liabilities held for sale			74,002				75,537
Other liabilities			321,567				356,090
Deferred preneed funeral and cemetery receipts held in trust			1,848,853				1,817,665
Care trusts’ corpus			732,502				772,234
Commitments and contingencies (Note 14)
Stockholders’ equity:
Common stock, $1 per share par value, 500,000,000 shares authorized, 251,413,475, and 249,953,075 shares issued, respectively, 250,943,842 and 249,472,075 shares outstanding, respectively			250,944				249,472
Capital in excess of par value			1,727,214				1,733,814
Accumulated deficit			(692,226	)			(726,756	)
Accumulated other comprehensive income			28,896				36,649
Total common stockholders’ equity			1,314,828				1,293,179
Noncontrolling interests			(252	)			—
Total stockholders’ equity			1,314,576				1,293,179
		$	8,143,261			$	8,110,883

(See notes to unaudited condensed consolidated financial statements)

SERVICE CORPORATION INTERNATIONAL

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

(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 (loss)																34,530								(150	)			34,380
Other comprehensive loss																				(7,753	)							(7,753	)
Dividends declared on common stock ($.04 per share)												(10,045	)															(10,045	)
Employee share-based compensation earned												2,408																2,408
Stock option exercises			631					631				1,732																2,363
Restricted stock awards, net of forfeitures			830					830				(830	)															—
Issuance of shares from treasury			11					11				123																134
Other												12												(102	)			(90	)
Balance at March 31, 2009			250,944				$	250,944			$	1,727,214			$	(692,226	)		$	28,896			$	(252	)		$	1,314,576

(See notes to unaudited condensed consolidated financial statements)

SERVICE CORPORATION INTERNATIONAL

1. Nature of Operations

     We are a 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.

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.

     We recorded several immaterial adjustments to correct errors related to prior accounting periods during the three months ended March 31, 2009. We do not believe these adjustments are quantitatively or qualitatively material to our condensed consolidated financial statements for the quarter ended March 31, 2009, nor were such items quantitatively or qualitatively material to any of our prior annual or quarterly financial statements. The net impact of these adjustments was a decrease to our pre-tax income and net income in the amount of $2.5 million and $1.5 million, respectively, for the three months ended March 31, 2009.

     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) issued Statement of Financial Accounting Standard (SFAS) No. 141 (revised 2007), “Business Combinations” (SFAS 141(R)), which establishes 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. We will apply the provisions provided in SFAS 141(R) to all business combinations for which the acquisition date is on or after January 1, 2009 and 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.

Noncontrolling Interests

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51” (SFAS 160), which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 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, SFAS 160 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 SFAS 160 on January 1, 2009. As a result, we have modified our condensed consolidated statement of operations, condensed consolidated balance sheet, condensed consolidated statement of cash flows, and condensed consolidated statement of stockholders’ equity to incorporate the required disclosure of noncontrolling interest information as required by SFAS 160.

     During our examination of SFAS 160 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 SFAS 160. SFAS 160 indicates that only a financial instrument classified as equity in the trusts’ financial statements can be a non-controlling 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 revenues held in trust” or “Deferred preneed cemetery revenues 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.”

     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 SFAS No. 157, “Fair Value Measurements” (SFAS 157). SFAS 157 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. SFAS 157 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 SFAS 157 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 SFAS 157 for all of our available-for-sale securities, see Note 4, 5, and 6.

     In February 2008, the FASB issued FASB Staff Position (FSP) No. FAS 157-2, “Effective Date of FASB Statement No. 157” (FSP 157-2). FSP FAS 157-2 provided a one-year deferral of the effective date of SFAS 157 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 FSP 157-2, we adopted the provisions of FAS 157 for our non-financial assets and liabilities, such as goodwill and property and equipment, that we disclose or recognize at fair value on a non-recurring basis as of January 1, 2009. As none of our non-financial assets or liabilities within the scope of FAS 157 experienced an event that required fair value measurement in the first quarter of 2009, our adoption for these assets and liabilities had no impact on our results of operations, consolidated financial position, or cash flows.

3. Recently Issued Accounting Standards

Other-Than-Temporary Impairments

     In April 2009, the FASB issued FSP No. 115-2 and 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (FSP FAS 115-2 and 124-2), which modifies the requirements for recognizing other-than-temporary-impairment on debt securities and significantly changes the impairment model for such securities. The FSP also modifies the presentation of other-than-temporary impairment losses and increases related disclosure requirements. The FSP is effective for us in the second quarter of 2009 and we are currently assessing the impact of adoption on our results of operations and consolidated financial position.

Interim Fair Value Disclosures

     In April 2009, the FASB issued FSP No. 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Statements” (FSP FAS 107-1 and APB 28-1), which requires companies to disclose the fair value of financial instruments within interim financial statements, adding to the current requirement to provide those disclosures annually. The FSP is effective for us in the second quarter of 2009 and we will include additional disclosures as required.

Fair Value Measurements

     In April 2009, the FASB issued FSP No. 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset of Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP FAS 157-4). FSP FAS 157-4 provides guidance on how to determine the fair value of assets and liabilities in an environment where the volume and level of activity for the asset or liability have significantly decreased and re-emphasizes that the objective of a fair value measurement remains an exit price. The FSP is effective for us in the second quarter of 2009. The adoption of FSP FAS 157-4 is not expected to have a material impact on our results of operations, consolidated financial position, or cash flows.

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 defined as variable interest entities pursuant to FASB Interpretation No. 46(R), “Consolidation of Variable Interest Entities (revised December 2003 — an interpretation of ARB No. 51” (FIN46(R)). In accordance with FIN46(R), 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 in accordance with FIN46(R). 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 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
		March 31,
		2009				2008
		(In thousands)
Deposits		$	17,116			$	20,912
Withdrawals			23,175				38,916
Purchases of available-for-sale securities			66,910				135,282
Sales of available-for-sale securities			65,061				100,720
Realized gains from sales of available-for-sale securities			984				20,799
Realized losses from sales of available-for-sale securities			(13,895	)			(14,998	)

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

		March 31, 2009				December 31, 2008
		(In thousands)
Trust investments, at market		$	644,080			$	636,712
Cash and cash equivalents			127,593				125,657
Insurance-backed fixed income securities			208,712				216,394
Receivables from customers			251,337				249,224
Unearned finance charge			(6,321	)			(6,316	)
			1,225,401				1,221,671
Allowance for cancellation			(31,803	)			(29,979	)
Preneed funeral receivables, net and trust investments		$	1,193,598			$	1,191,692

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

		March 31, 2009
						Unrealized				Unrealized				Fair Market
		Cost				Gains				Losses				Value
		(In thousands)
Fixed income securities:
U.S. Treasury		$	56,603			$	1,065			$	(6,119	)		$	51,549
Canadian government			95,865				901				(853	)			95,913
Corporate			22,408				189				(359	)			22,238
Mortgage-backed			17,645				835				(2	)			18,478
Asset-backed			22				—				—				22
Equity securities:
Common stock			376,942				855				(125,030	)			252,767
Mutual funds:
Equity			102,461				164				(38,010	)			64,615
Fixed income			156,804				1,958				(29,714	)			129,048
Private equity			15,875				1,520				(6,312	)			11,083
Other			4,740				—				(2,835	)			1,905
Trust investments		$	849,365			$	7,487			$	(209,234	)		$	647,618
Less: Assets associated with businesses held for sale															(3,538	)
														$	644,080

     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 provided in SFAS 157. Our investments classified as Level 1 securities include common stock and mutual funds.

     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. These securities include United States (U.S.) Treasury, Canadian government, corporate, mortgage-backed and asset-backed fixed income securities, all of which are classified within Level 2 of the SFAS 157 valuation hierarchy.

     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 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 private equity and other investments are included within Level 3 of the SFAS 157 valuation hierarchy.

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

March 31, 2009

Quoted

Market Prices

Significant Other

Significant

in Active Markets

Observable Inputs

Unobservable

Fair Market

(Level 1)

(Level 2)

Inputs (Level 3)

Value

(In thousands)

Trust investments

$

446,430

$

188,200

$

12,988

$

647,618

     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
		March 31,
		2009				2008
Fair market value		$	40,880			$	37,865
Net unrealized (losses) gains included in Other comprehensive loss (1)			(5,616	)			3,639
Net gains included in Other expense, net (2)			19				—
Purchases, sales, contributions, and distributions, net			(404	)			(123	)
Transfers out of Level 3			(21,891	)			—
Fair market value		$	12,988			$	41,381

     Maturity dates of our fixed income securities range from 2009 to 2038. Maturities of fixed income securities at March 31, 2009 are estimated as follows:

		Fair Market
		Value
		(In thousands)
Due in one year or less		$	78,841
Due in one to five years			44,323
Due in five to ten years			38,235
Thereafter			26,801
		$	188,200

     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 these trust investments were $5.9 million and $11.2 million for the three months ended March 31, 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 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 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. In the first quarter of 2009, we recorded a $6.7 million impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain equity securities.

     We have determined that the remaining unrealized losses in our funeral trust investments at March 31, 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. The unrealized losses reflect the effects of the current economic crisis. 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.

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 defined as variable interest entities pursuant to FIN46(R). In accordance with FIN46(R), 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 in accordance with FIN46(R). 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 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 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
		March 31,
		2009				2008
		(In thousands)
Deposits		$	19,343			$	25,301
Withdrawals			28,868				31,209
Purchases of available-for-sale securities			56,872				565,311
Sales of available-for-sale securities			53,662				104,268
Realized gains from sales of available-for-sale securities			1,039				11,455
Realized losses from sales of available-for-sale securities			(28,953	)			(16,491	)

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

		March 31, 2009				December 31, 2008
		(In thousands)
Trust investments, at market		$	663,613			$	659,149
Cash and cash equivalents			159,568				139,753
Receivables from customers			340,153				341,688
Unearned finance charges			(46,667	)			(48,999	)
			1,116,667				1,091,591
Allowance for cancellation			(28,890	)			(28,639	)
Preneed cemetery receivables, net and trust investments		$	1,087,777			$	1,062,952

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

		March 31, 2009
						Unrealized				Unrealized				Fair Market
		Cost				Gains				Losses				Value
		(In thousands)
Fixed income securities:
U.S. Treasury		$	56,543			$	753			$	(8,979	)		$	48,317
Canadian government			11,253				208				(10	)			11,451
Corporate			8,252				206				(200	)			8,258
Mortgage-backed			13,824				614				(4	)			14,434
Equity securities:
Common stock			489,066				261				(157,092	)			332,235

		March 31, 2009
						Unrealized				Unrealized				Fair Market
		Cost				Gains				Losses				Value
		(In thousands)
Mutual funds:
Equity			211,157				41				(77,272	)			133,926
Fixed income			202,847				758				(51,067	)			152,538
Private equity			8,272				363				(4,571	)			4,064
Other			3,991				182				(3,259	)			914
Trust investments		$	1,005,205			$	3,386			$	(302,454	)		$	706,137
Less: Assets associated with businesses held for sale															(42,524	)
														$	663,613

     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 provided in SFAS 157. Our investments classified as Level 1 securities include common stock and mutual funds.

     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. These securities included U.S. Treasury, Canadian government, corporate, and mortgage-backed fixed income securities, all of which are classified within Level 2 of the SFAS 157 valuation hierarchy.

     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 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 private equity and other investments are included within Level 3 of the SFAS 157 valuation hierarchy.

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

March 31, 2009

Quoted

Market Prices

Significant

Significant

in Active Markets

Other Observable

Unobservable Inputs

Fair Market

(Level 1)

Inputs (Level 2)

(Level 3)

Value

(In thousands)

Trust investments

$

618,699

$

82,460

$

4,978

$

706,137

     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
		March 31,
		2009				2008
Fair market value		$	31,837			$	21,809
Net unrealized (losses) gains included in Other comprehensive loss (1)			(10,823	)			3,183
Net realized gains included in Other expense, net (2)			18				—
Purchases, sales, contributions, and distributions, net			(461	)			(221	)
Transfers out of Level 3			(15,593	)			—
Fair market value		$	4,978			$	24,771

     Maturity dates of our fixed income securities range from 2009 to 2038. Maturities of fixed income securities at March 31, 2009 are estimated as follows:

		Fair Market
		Value
		(In thousands)
Due in one year or less		$	8,128
Due in one to five years			24,652
Due in five to ten years			24,106
Thereafter			25,574
		$	82,460

     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 (losses) earnings (realized and unrealized) related to these trust investments were $(1.1) million and $4.5 million for the three months ended March 31, 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 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 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. In the first quarter of 2009, we recorded a $9.6 million impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain equity securities.

     We have determined that the remaining unrealized losses in our cemetery trust investments at March 31, 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. The unrealized losses reflect the effects of the current economic crisis. 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.

     We are required by state or provincial law to pay into cemetery perpetual care trusts a portion of the proceeds from the sale of cemetery property interment rights. Our cemetery perpetual care trusts are defined as variable interest entities pursuant to FIN46(R). In accordance with FIN46(R), 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 in accordance with FIN46(R). 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 condensed consolidated statement of cash flows.

     The table below sets forth the investment-related activities associated with our cemetery perpetual care trusts:

		Three Months Ended
		March 31,
		2009				2008
		(In thousands)
Deposits		$	5,367			$	5,824
Withdrawals			9,145				5,177
Purchases of available-for-sale securities			44,847				58,785
Sales of available-for-sale securities			32,475				61,433
Realized gains from sales of available-for-sale securities			820				9,487
Realized losses from sales of available-for-sale securities			(11,521	)			(12,993	)

     The components of Cemetery perpetual care trust investments in our unaudited condensed consolidated balance sheet at March 31, 2009 and December 31, 2008 are as follows:

		March 31, 2009				December 31, 2008
		(In thousands)
Trust investments, at market		$	610,170			$	673,237
Cash and cash equivalents			87,365				71,521
Cemetery perpetual care trust investments		$	697,535			$	744,758

     The cost and market values associated with our cemetery perpetual care trust investments recorded at fair market value at March 31, 2009 are detailed below. Cost reflects the investment (net of redemptions) of control holders in common trust funds, mutual funds, and private equity investments. Fair market value represents the value of the underlying securities or cash held by the common trust funds, mutual funds at published values, and the estimated market value of private equity investments.

		March 31, 2009
						Unrealized				Unrealized				Fair Market
		Cost				Gains				Losses				Value
		(In thousands)
Fixed income securities:
U.S. Treasury		$	6,065			$	973			$	(1	)		$	7,037
Canadian government			22,156				363				(18	)			22,501
Corporate			43,802				327				(7,019	)			37,110
Mortgage-backed			3,057				151				(1	)			3,207
Equity securities:
Preferred stock			7,292				—				(1,782	)			5,510
Common stock			93,710				493				(18,660	)			75,543
Mutual funds:
Equity			87,828				—				(23,887	)			63,941
Fixed income			520,782				13				(120,643	)			400,152
Private equity			19,495				1				(9,769	)			9,727
Other			15,843				754				(10,635	)			5,962
Cemetery perpetual care trust investments		$	820,030			$	3,075			$	(192,415	)		$	630,690
Less: Assets associated with businesses held for sale															(20,520	)
														$	610,170

     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 provided in SFAS 157. Our investments classified as Level 1 securities include common stock and mutual funds.

     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. These securities included U.S. Treasury, Canadian government, corporate, mortgage-backed fixed income securities, and preferred stock equity securities, all of which are classified within Level 2 of the SFAS 157 valuation hierarchy.

     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 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 private equity and other investments are included within Level 3 of the SFAS 157 valuation hierarchy.

     The inputs into the fair value of our market-based cemetery perpetual care trust investments are categorized as follows:

March 31, 2009

Quoted

Market Prices

Significant

Significant

in Active

Other Observable

Unobservable Inputs

Fair Market

Markets (Level 1)

Inputs (Level 2)

(Level 3)

Value

(In thousands)

Trust investments

$

539,636

$

75,365

$

15,689

$

630,690

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

		Three Months Ended
		March 31,
		2009				2008
Fair market value		$	48,276			$	32,644
Net unrealized (losses) gains included in Other comprehensive loss (1)			(22,007	)			3,331
Net realized losses included in Other expense, net(2)			(5	)			—
Purchases, sales, contributions, and distributions, net			(3,363	)			(2,714	)
Transfers out of Level 3			(7,212	)			—
Fair market value		$	15,689			$	33,261

     Maturity dates of our fixed income securities range from 2009 to 2038. Maturities of fixed income securities at March 31, 2009 are estimated as follows:

		Fair Market
		Value
		(In thousands)
Due in one year or less		$	9,980
Due in one to five years			33,069
Due in five to ten years			11,407
Thereafter			15,399
		$	69,855

     Distributable earnings from these cemetery perpetual care trust investments are recognized in current cemetery revenues to the extent we incur qualifying cemetery maintenance costs. Recognized earnings related to these cemetery perpetual care trust investments were $8.5 million and $9.8 million for the three months ended March 31, 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 expense, net, and a decrease to Cemetery perpetual care trust investments. These investment losses, if any, are offset by a corresponding reclassification in Other expense, net which reduces Care trusts’ corpus. See Note 7 to the condensed consolidated financial statements for further information related to our Care trusts’ corpus. In the first quarter of 2009, we recorded a $4.2 million impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain equity securities.

     We have determined that the remaining unrealized losses in our cemetery perpetual care trust investments at March 31, 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. The unrealized losses reflect the effects of the current economic crisis. 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.

     We consolidate the merchandise and service trusts associated with our preneed funeral and cemetery activities in accordance with FIN46(R). Although FIN46(R) requires the consolidation of the merchandise and service trusts, it does not change the legal relationships among the trusts, us, or our customers. The customers are the legal beneficiaries of these merchandise and service trusts, and therefore their interests in these trusts represent a liability.

     The components of Deferred preneed funeral and cemetery receipts held in trust in our unaudited condensed consolidated balance sheet at March 31, 2009 and December 31, 2008 are detailed below.

		March 31, 2009
		Preneed				Preneed
		Funeral				Cemetery				Total
		(In thousands)
Trust investments, at market		$	644,080			$	663,613			$	1,307,693
Cash and cash equivalents			127,593				159,568				287,161
Insurance-backed fixed income securities			208,712				—				208,712
Accrued trust operating payables, deferred tax assets, and other			18,228				27,059				45,287
Deferred preneed funeral and cemetery receipts held in trust		$	998,613			$	850,240			$	1,848,853

		December 31, 2008
		Preneed				Preneed
		Funeral				Cemetery					Total
		(In thousands)
Trust investments, at market		$	636,712			$	659,149			$	1,295,861
Cash and cash equivalents			125,657				139,753				265,410
Insurance-backed fixed income securities			216,394				—				216,394
Accrued trust operating payables, deferred tax assets, and other			16,816				23,184				40,000
Deferred preneed funeral and cemetery receipts held in trust		$	995,579			$	822,086			$	1,817,665

     The Care trusts’ corpus reflected in our unaudited condensed consolidated balance sheet represents the cemetery perpetual care trusts, including the related accrued expenses, deferred tax assets, and other long-term liabilities of our cemetery perpetual care trusts.

     The components of Care trusts’ corpus in our unaudited condensed consolidated balance sheet at March 31, 2009 and December 31, 2008 are detailed below.

		March 31,				December 31,
		2009				2008
		(In thousands)
Trust investments, at market		$	610,170			$	673,237
Cash and cash equivalents			87,365				71,521
Accrued trust operating payables, deferred tax assets, and other			34,967				27,476
Care trusts’ corpus		$	732,502			$	772,234

Other Expense, Net

     The components of Other expense, net in our unaudited condensed consolidated statement of operations for the three months ended March 31, 2009 and 2008 are detailed below. See Notes 4, 5, and 6 for further discussion of the amounts related to the funeral, cemetery, and cemetery perpetual care trusts.

		Three Months Ended March 31, 2009
										Cemetery
		Funeral				Cemetery				Perpetual
		Trusts				Trusts				Care Trusts				Other, Net				Total
		(In thousands)
Realized gains		$	984			$	1,039			$	820			$	—			$	2,843
Realized losses and impairment charges			(20,555	)			(38,535	)			(15,676	)			—				(74,766	)
Interest, dividend, and other ordinary income			1,686				5,471				12,377				—				19,534
Trust expenses and income taxes			(10	)			1,241				(415	)			—				816
Net trust investment loss			(17,895	)			(30,784	)			(2,894	)			—				(51,573	)
Reclassification to deferred preneed funeral and cemetery receipts held in trust			17,895				30,784				—				—				48,679
Reclassification to care trusts’ corpus			—				—				2,894				—				2,894
Total deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus			17,895				30,784				2,894				—				51,573
Other expense, net			—				—				—				(1,546	)			(1,546	)
Total other expense, net		$	—			$	—			$	—			$	(1,546	)		$	(1,546	)

		Three Months Ended March 31, 2008
										Cemetery
		Funeral				Cemetery				Perpetual
		Trusts				Trusts				Care Trusts				Other, Net				Total
		(In thousands)
Realized gains		$	20,799			$	11,455			$	9,487			$	—			$	41,741
Realized losses			(14,998	)			(16,491	)			(12,993	)			—				(44,482	)
Interest, dividend, and other ordinary income			5,385				4,236				8,386				—				18,007
Trust expenses and income taxes			(4,663	)			(4,422	)			(536	)			—				(9,621	)
Net trust investment income (loss)			6,523				(5,222	)			4,344				—				5,645
Reclassification to deferred preneed funeral and cemetery receipts held in trust			(6,523	)			5,222				—				—				(1,301	)
Reclassification to care trusts’ corpus			—				—				(4,344	)			—				(4,344	)
Total deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus			(6,523	)			5,222				(4,344	)			—				(5,645	)
Other expense, net			—				—				—				(748	)			(748	)
Total other expense, net		$	—			$	—			$	—			$	(748	)		$	(748	)

     Income tax expense during interim periods is based on our estimated annual effective income tax rate plus any discrete items which are recorded in the period in which they occur. Discrete items include, among others, such events as tax audit settlements, expiration of statute of limitations and increases or decreases in valuation allowances due to changes in projected future earnings. For the three months ended March 31, 2009 and 2008, our effective tax rate was 37.1% and 37.6%, respectively. The decrease in the effective tax rate is primarily due to lower Canadian statutory tax rates.

     We file numerous federal, state and foreign income tax returns. A number of years may elapse before particular tax matters, for which we have unrecognized tax benefits, are audited and finally settled. In the United States, the Internal Revenue Service has recently completed its field work for tax years 1999 through 2002 and is currently auditing tax years 2003 through 2005. Various state and foreign jurisdictions are auditing years through 2005. It is reasonably possible that one or more of the multi-jurisdictional audits will be settled by December 31, 2009, and if favorably resolved could result in a significant reduction in the amount of our unrecognized tax benefits.

     Debt as of March 31, 2009 and December 31, 2008 was as follows:

		March 31, 2009				December 31, 2008
		(In thousands)
7.7% Notes due April 2009		$	28,731			$	28,731
7.875% Debentures due February 2013			55,627				55,627
7.375% Senior notes due October 2014			250,000				250,000
6.75% Notes due April 2015			192,750				200,000
6.75% Notes due April 2016			250,000				250,000
7.0% Notes due June 2017			298,000				300,000
7.625% Senior notes due October 2018			250,000				250,000
7.5% Notes due April 2027			200,000				200,000
Series B senior notes due November 2011			150,000				150,000
Obligations under capital leases			126,386				109,782
Mortgage notes and other debt, maturities through 2050			47,471				58,976
Unamortized pricing discounts and other			(4,398	)			(4,608	)
Total debt		$	1,844,567			$	1,848,508
Less current maturities			(55,897	)			(27,104	)
Total long-term debt		$	1,788,670			$	1,821,404

     Current maturities of debt at March 31, 2009 were primarily comprised of our 7.7% Notes due April 2009, convertible debentures, and capital lease obligations. Our consolidated debt had a weighted average interest rate of 6.50% at March 31, 2009 and 6.70% at December 31, 2008. Approximately 86% and 87% of our total debt had a fixed interest rate at March 31, 2009 and December 31, 2008, respectively.

     We entered into a five-year $450 million bank credit facility in November 2006 with a syndicate of financial institutions, comprised of a $300 million revolving credit facility and a $150 million term loan facility, including a sublimit of $175 million for letters of credit.

     The bank credit facility matures in November 2011. As of March 31, 2009, we have used the facility to support $52.7 million of letters of credit. The credit facility provides us with flexibility for working capital, if needed, and is guaranteed by our domestic subsidiaries. The subsidiary guaranty is a guaranty of payment of the outstanding amount of the total lending commitment, including letters of credit. The credit facility contains certain financial covenants, including a minimum interest coverage ratio, a maximum leverage ratio, maximum capital expenditure limitations, and certain cash distribution and share repurchase restrictions. We pay a quarterly fee on the unused commitment, which ranges from 0.25% to 0.50%.

     In the first quarter of 2009, we purchased $7.3 million aggregate principal amount of our 6.75% Notes due April 2015 and $2.0 million aggregate principal amount of our 7.0% Notes due June 2017 on the open market. As a result of these transactions, we recognized a gain of $1.6 million recorded in Gain on early extinguishment of debt in the first quarter of 2009, which represents the write-off of unamortized deferred loan costs of $0.2 million and a $1.8 million discount on the purchase of the Notes.

     In the first quarter of 2008, we repaid $45.2 million aggregate principal amount of our 6.50% Notes due March 2008. There was no gain or loss recognized as a result of this repayment.

     Subsequent to March 31, 2009, we repaid the $28.7 million balance of our 7.7% Notes due April 2009. There was no gain or loss recognized as a result of this payment. In addition, we repaid $23.5 million of our 7.875% Debentures due February 2013, $12.5 million of our 6.75% Notes due April 2015, $4.5 million of our 6.75% Notes due April 2016, and $3.0 million of our 7.0% Notes due June 2017. As a result of these transactions, we will recognize a gain of approximately $1.2 million recorded in Gain on early extinguishment of debt in the second quarter of 2009.

     During the three months ended March 31, 2009 and 2008, we acquired $11.2 million and $6.7 million, respectively, of transportation equipment using capital leases.

     We utilize the Black-Scholes option valuation model for estimating the fair value of our stock options. This model allows the use of a range of assumptions related to volatility, the risk-free interest rate, the expected life, and the dividend yield. The expected volatility utilized in the valuation model is based on the historical volatility of our stock price. The dividend yield and expected holding period are based on historical experience and management’s estimate of future events. The risk-free interest rate is derived from the U.S. Treasury yield curve based on the expected life of the option in effect at the time of the grant. The fair values of our stock options are calculated using the following weighted average assumptions for the three months ended March 31, 2009:

		Three Months Ended
Assumptions		March 31, 2009
Dividend yield			3.5	%
Expected volatility			32.3	%
Risk-free interest rate			1.8	%
Expected holding period			5.0 years

Stock Options

     The following table sets forth stock option activity for the three months ended March 31, 2009:

						Weighted-Average
		Options				Exercise Price
Outstanding at December 31, 2008			10,861,889			$	7.77
Granted			3,995,080				4.19
Exercised			(631,000	)			3.75
Canceled			(48,167	)			7.85
Outstanding at March 31, 2009			14,177,802			$	6.94
Exercisable at March 31, 2009			8,513,674			$	7.38

     As of March 31, 2009, the unrecognized compensation expense related to stock options of $10.0 million is expected to be recognized over a weighted average period of 1.6 years.

Restricted Shares

     Restricted share activity for the three months ended March 31, 2009 was as follows:

						Weighted-Average
		Restricted				Grant-Date
		shares				Fair Value
Nonvested restricted shares at December 31, 2008			591,941			$	10.69
Granted			829,400				4.19
Vested			(301,300	)			10.12
Nonvested restricted shares at March 31, 2009			1,120,041			$	6.00

     As of March 31, 2009, the unrecognized compensation expense related to restricted stock of $6.1 million is expected to be recognized over a weighted average period of 1.7 years.

11. Stockholders’ Equity

     Our components of Accumulated other comprehensive income are as follows:

		Foreign								Accumulated
		Currency				Unrealized				Other
		Translation				Gains and				Comprehensive
		Adjustment				Losses				Income
		(In thousands)
Balance at December 31, 2008		$	36,649			$	—			$	36,649
Foreign currency translation effects			(7,753	)			—				(7,753	)
Increase in net unrealized losses associated with available-for-sale securities of the trusts			—				(35,680	)			(35,680	)
Reclassification of net unrealized losses activity attributable to the deferred preneed funeral and cemetery receipts held in trust and care trusts’ corpus			—				35,680				35,680
Balance at March 31, 2009		$	28,896			$	—			$	28,896

     The assets and liabilities of foreign operations are translated into U.S. dollars using the current exchange rate. The U.S. dollar amount that arises from such translation, as well as exchange gains and losses on intercompany balances of a long-term investment nature, are included in the foreign currency translation adjustment in Accumulated other comprehensive income. Income taxes are generally not provided on foreign currency translation adjustments.

     Our components of comprehensive income are as follows for the three months ended March 31, 2009 and 2008:

		Three Months Ended
		March 31,
		2009				2008
		(In thousands)
Comprehensive income:
Net income		$	34,380			$	41,519
Other comprehensive loss			(7,753	)			(22,106	)
Comprehensive income		$	26,627			$	19,413