The Company



We are North America's largest provider of deathcare products and services, with
a network of funeral service locations and cemeteries unequaled in geographic
scale and reach. At March 31, 2023, we operated 1,480 funeral service locations
and 490 cemeteries (including 303 funeral service/cemetery combination
locations), which are geographically diversified across 44 states, eight
Canadian provinces, the District of Columbia, and Puerto Rico. Our funeral and
cemetery operations consist of funeral service locations, cemeteries, funeral
service/cemetery combination locations, crematoria, and other related
businesses, which enable us to serve a wide array of customer needs. We sell
cemetery property and funeral and cemetery merchandise and services at the time
of need and on a preneed basis. We strive to offer families exceptional service
in planning life celebrations and personalized remembrances. Our Dignity
Memorial® brand serves approximately 600,000 families each year with
professionalism, compassion, and attention to detail.

Our financial position is enhanced by our $14.0 billion backlog of future
revenue from both trust and insurance-funded preneed sales at March 31, 2023.
Preneed selling provides us with a strategic opportunity to gain future market
share. We also believe it adds to the stability and predictability of our
revenue and cash flows. While revenue on the majority of preneed merchandise and
service sales is deferred until the time of need, sales of preneed cemetery
property provide opportunities for full current revenue recognition to the
extent that the property is developed and available for use.

We have adequate liquidity and a favorable debt maturity profile, which allow us to reinvest and grow our business as well as return capital to shareholders through share repurchases and dividends.



Factors affecting our operating results include: demographic trends in terms of
population growth and average age, which impact death rates and number of
deaths; establishing and maintaining leading market share positions supported by
strong local heritage and relationships; effectively responding to increasing
cremation trends by selling complementary services and merchandise; controlling
salary and merchandise costs; and exercising pricing leverage related to our
atneed revenue. The average revenue per funeral contract is influenced by the
mix of traditional and cremation services because our average revenue for
cremations is lower than that for traditional burials. To further enhance
revenue opportunities, we continue to focus on our cremation customers'
preferences and remaining relevant by developing additional memorialization
merchandise and services that specifically appeal to cremation customers. We
believe the presentation of these additional merchandise and services through
our customer-facing technology improves our customers' experience by reducing
administrative burdens and allowing them to visualize the enhanced product and
service offerings, which we believe will help drive increases in the average
revenue for a cremation in future periods.

Recent Trends



Like most businesses worldwide, COVID-19 is still directly and indirectly
impacting various aspects of our business operations; however, we cannot, with
certainty, predict the scope, severity, or duration with which COVID-19 will
continue to impact our business, financial condition, results of operations, and
cash flows.

During the past two years, including the first quarter of 2022, our results were
positively impacted by the effects of COVID-19 and its variants. While we
anticipated our 2023 results would return to pre-pandemic expectations, we
continue to see growth in our funeral preneed sales production as well as a
positive impact on our average revenue per service. We view this as further
evidence that our customers continue to value what our team does best, which is
helping our client families gain closure and healing through the process of
grieving, remembrance, and celebration.

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

Financial Condition, Liquidity, and Capital Resources

Capital Allocation Considerations



We rely on cash flow from operations as a significant source of liquidity. Our
cash flow from operating activities provided $219.6 million in the first three
months of 2023. As of March 31, 2023, we had $976.5 million in remaining
borrowing capacity under our Bank Credit Facility.

Our Bank Credit Facility requires us to maintain a certain leverage ratio which we were in compliance with at March 31, 2023.



                                                                    FORM 

10-Q 25

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PART I



Our leverage ratio requirement and actual ratio as of March 31, 2023 were as
follows:
                  Per Credit Agreement       Actual
Leverage ratio                5.00 (Max)     3.56

We have the financial strength and flexibility to reward shareholders with dividends while maintaining a prudent capital structure and pursuing new opportunities for profitable growth.



Our unencumbered cash on hand, future operating cash flows, and the available
capacity under our Bank Credit Facilities will give us adequate liquidity to
meet our short-term needs as well as our long-term financial obligations.
Primarily due to cash balances residing in Canada and Puerto Rico as well as
minimum captive insurance balance and operating cash requirements, a portion of
our cash on hand is encumbered.

We consistently evaluate the best uses of our cash flow that will yield the highest value and return on capital. Our capital allocation strategy is prioritized as follows:



Investing in Acquisitions and Building New Funeral Service and Cemetery
Locations. We manage our footprint by focusing on strategic acquisitions and
building new funeral service locations where the expected returns are attractive
and exceed our weighted average cost of capital by a meaningful margin. We
target businesses with favorable customer dynamics and/or where we can achieve
additional economies of scale. We continue to pursue strategic acquisitions and
build new funeral service locations in areas that provide us with the potential
for scale.

Managing Debt. We continue to focus on maintaining optimal levels of liquidity
and financial flexibility. Our recent $525.0 million increase in our bank credit
facility bolsters our flexible capital strategy and allows us to manage our debt
maturity profile by making open market debt repurchases when it is opportunistic
to do so. We generate a relatively consistent annual cash flow stream that is
generally resistant to down economic cycles. This cash flow stream and our
significant liquidity allow us to substantially reduce our long-term debt
maturities should we choose to do so. In January 2023, we entered into a new
bank credit agreement that consists of a $675.0 million term loan due January
2028 and a revolving credit facility due January 2028 providing for borrowings
of up to $1.5 billion. Proceeds from this new bank credit agreement were used to
settle our existing Term Loan due May 2024 and Bank Credit Facility due May
2024. The new bank credit agreement provides us flexibility with incremental
liquidity for capital investment, working capital, and other general corporate
purposes.

Return Excess Cash to Shareholders. Absent strategic acquisition or other higher
return opportunities, we intend to return excess cash to shareholders. Our
quarterly dividend rate has steadily grown from $0.025 per common share in 2005
to $0.27 per common share in 2023. We target a payout ratio of 30% to 40% of
after tax earnings excluding special items and intend to grow our cash dividend
commensurate with the growth in our business. While we intend to pay regular
quarterly cash dividends for the foreseeable future, all future dividends are
subject to limitations in our debt covenant and final determination by our Board
of Directors each quarter upon review of our financial performance.

Cash Flow

Our ability to generate strong operating cash flow is one of our fundamental financial strengths and provides us with substantial flexibility in meeting operating and investing needs.

Operating Activities



Net cash provided by operating activities was $219.6 million and $332.2 million
for the three months ended March 31, 2023 and 2022, respectively. Cash flow from
operations decreased $112.6 million for the three months ended March 31, 2023
versus the same period in 2022. This expected decrease in operating cash flow is
primarily due to $90.3 million in lower operating income (excluding the impact
from divestitures) as the first quarter of 2022 was impacted significantly by
the continued effects of the COVID-19 pandemic.

The 2023 decrease in operating cash flows over 2022 comprises:

•a $59.4 million decrease in cash receipts from customers,

•a $19.8 million increase in vendor and other payments,

•a $13.8 million increase in employee compensation payments,

•a $11.9 million increase in cash interest payments,

•a $7.6 million decrease in net trust withdrawals, and

•a $1.7 million increase in cash tax payments partially offset by

•a $1.6 million increase in General Agency (GA) commission and other receipts.

26 Service Corporation International

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                                                                          PART I

Investing Activities

Cash flows from investing activities used $94.9 million and $55.7 million for
the three months ended March 31, 2023 and 2022, respectively. The $39.2 million
increased outflow in 2023 over 2022 is primarily due to the following:

•a $21.2 million increase in capital expenditures:

•a $22.4 million increase in expenditures for cemetery property development,

•a $8.0 million decrease in expenditures for capital improvements at existing field locations,

•a $7.6 million increase in expenditures for digital investments and corporate, and

•a $0.8 million decrease in expenditures for growth capital expenditures/construction of new funeral service locations

•a $16.4 million increase in cash spent on real estate acquisitions, and

•a $8.7 million increase in cash spent on business acquisitions, partially offset by

•a $6.8 million increase in cash receipts from divestitures and asset sales, and

•a $0.3 million decrease in payments for Company-owned life insurance policies, net of proceeds.



Financing Activities

Financing activities used $163.1 million for the three months ended March 31, 2023 compared to using $251.7 million for the same period in 2022. The $88.6 million decreased outflow from 2023 over 2022 is primarily due to the following:

•a $90.4 million decrease in purchase of Company common stock,

•a $8.5 million increase in proceeds from exercises of stock options, and

•a $5.8 million change in bank overdrafts and other, partially offset by

• a $14.9 million increase in debt payments, net of proceeds, and

•a $1.2 million increase in payments of dividends.

Financial Assurances



In support of our operations, we have entered into arrangements with certain
surety companies whereby such companies agree to issue surety bonds on our
behalf as financial assurance and/or as required by existing state and local
regulations. The surety bonds are used for various business purposes; however,
the majority of the surety bonds issued and outstanding have been used to
support our preneed sales activities. The obligations underlying these surety
bonds are recorded on our unaudited Condensed Consolidated Balance Sheet as
Deferred revenue, net. The breakdown of surety bonds between funeral and
cemetery preneed arrangements, as well as surety bonds for other activities, is
described below.


                                                                      March 31, 2023           December 31, 2022
                                                                                     (In millions)
Preneed funeral                                                      $         67.8          $             68.4
Preneed cemetery:
Merchandise and services                                                      141.3                       141.5
Pre-construction                                                               51.7                        42.5
Bonds supporting preneed funeral and cemetery obligations                     260.8                       252.4
Bonds supporting preneed business permits                                       7.1                         7.1
Other bonds                                                                    23.9                        23.9
Total surety bonds outstanding                                       $        291.8          $            283.4


When selling preneed contracts, we may post surety bonds where allowed by state
law. We post the surety bonds in lieu of trusting a certain amount of funds
received from the customer. The amount of the bond posted is generally
determined by the total amount of the preneed contract that would otherwise be
required to be trusted, in accordance with applicable state law.

Surety bond premiums are paid annually and the bonds are automatically renewable
until maturity of the underlying preneed contracts, unless we are given prior
notice of cancellation.

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PART I



Except for cemetery pre-construction bonds (which are irrevocable), the surety
companies generally have the right to cancel the surety bonds at any time with
appropriate notice. In the event a surety company were to cancel the surety
bond, we are required to obtain replacement surety assurance from another surety
company or fund a trust for an amount generally less than the posted bond
amount. Management does not expect that we will be required to fund material
future amounts related to these surety bonds due to a lack of surety capacity or
surety company non-performance.

Preneed Activities and Backlog of Contracts



In addition to selling our products and services to client families at the time
of need, we enter into price-guaranteed preneed contracts, which provide for
future funeral or cemetery merchandise and services. Because preneed funeral and
cemetery merchandise and services will generally not be provided until sometime
in the future, most states and provinces require that all or a portion of the
funds collected from customers on preneed contracts be deposited into
merchandise and service trusts until the merchandise is delivered or the service
is performed. In certain situations, as described above, where permitted by
state or provincial laws, we may post a surety bond as financial assurance for a
certain amount of the preneed contract in lieu of placing funds into trust
accounts. Alternatively, we may sell a life insurance or annuity policy from
third-party insurance companies.

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