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Division of Corporation Finance - Office of Trade & Services Office of Chief Accountant Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E.; Mail Stop 5546 Washington, D.C. 20549-5546 RE: Request by Service Corporation International for concurrence from the Staff of the Securities and Exchange Commission

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Document

Eric D. Tanzberger

Senior Vice President / Chief Financial Officer

December 11, 2020

Division of Corporation Finance - Office of Trade & Services

U.S. Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

RE: Comment Letter dated November 12, 2020 related to Service Corporation International's Form 10-K for the Fiscal Year Ended December 31, 2019 filed February 18, 2020 and Service Corporation International's Definitive Proxy Statement on Schedule 14A filed March 27, 2020

File No. 001-06402

This letter responds to the comments that Service Corporation International (the “Company”, “our”, or “we”) received from the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission by letter dated November 12, 2020 with respect to the above referenced filings.

For your convenience, our responses are prefaced by the Staff's comments in bold text.

Definitive Proxy Statement on Schedule 14A Filed March 27, 2020

Compensation Discussion and Analysis

Annual Performance-Based Incentives Paid in Cash, page 47

1.We note your disclosure under "Annual Performance-Based Incentives Paid in Cash" that payouts are made to your named executive officers under the Annual Performance-Based Incentive Plan based, in part, on the achievement of "normalized earnings per share" performance targets that were established for the fiscal year ended December 31, 2019. We also note that the number of outstanding shares of your common stock has been significantly reduced as a result of your share repurchases. In future filings, please discuss if and how the share repurchases factored into the manner in which the Compensation Committee set targets and determined whether such targets were met with respect to normalized earnings per share (including whether such repurchases materially affected your calculation of basic earnings per share or diluted earnings per share).

As described in our 2020 proxy statement on page 45 (“Annual Performance-Based Incentives Paid in Cash”) , we utilized diluted weighted average shares outstanding in 2019 to calculate normalized earnings per share. Estimated share repurchases are factored into the setting of performance targets each year. The actual share repurchases that occurred in 2019 did not materially affect the incentive calculations or associated achievement of performance targets. In future filings, we will disclose how share repurchases were considered in setting performance targets and determining performance results (including whether such repurchases materially affected the calculation of normalized earnings per share).

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Form 10-K for the Fiscal Year Ended December 31, 2019

Item 8. Financial Statements and Supplementary Data

Consolidated Statement of Cash Flows, page 47

2.You disclose on pages 38 and 53 that trust investments include marketable securities that are classified as available-for-sale and that these investments are assessed for other-than temporary declines in fair value. In discussing your trust investments on page 40, you also state that your market-sensitive instruments and positions are considered to be “other-than-trading”. Please tell us how you concluded the cash flows related to your trust investments represent operating activities, rather than investing activities. Also, explain your basis for not classifying fixed income instruments as trading and recording their unrealized gains (losses) through earnings, if their cash flow activity is included in operating activities. Refer to ASC 230-10-45-11, ASC 230-10-45-12(b), ASC 230-10-45- 13(b), ASC 320-10-35-1(a) and 320-10-45-11.

Due to the nature of the underlying operations, the accounting and financial reporting for the deathcare industry is unique and we, along with the small group of other deathcare registrants, have worked together over the last 15 years to ensure the accounting, as well as presentation and disclosure, of our business conforms with generally accepted accounting standards. Our financial reporting for preneed funeral and cemetery contracts with customers has been the subject of significant research, deliberation, consultation, and discussion with the Staff and the Office of the Chief Accountant over the last 15 years. State laws generally require all or a substantial portion of the funds collected for preneed funeral and cemetery merchandise and service contracts to be placed into merchandise and service trusts ("M&S Trusts"). State laws also require a portion of the funds collected from sales of cemetery interment rights to be placed into perpetual care trusts ("Care Trusts", collectively with the M&S Trusts, the "Trusts"). The Trusts hold investments in marketable securities that we have generally considered other-than-trading as we have limited ability to impact the operations of the Trusts. The trustees of the Trusts are third-party financial institutions and have the responsibility for and oversight of their operating activities, including the execution of their investment policy and distributions.

In the course of our consultations with the Staff, we agreed upon the following conclusions (as updated for changes in terminology for new accounting standards that have been adopted since the original communications):

•The Trusts represented variable interest entities that should be consolidated in our consolidated balance sheet.

•We are not the legal beneficiary of the Trusts and the interests of the legal beneficiaries (i.e. our customers) should be reflected as a liability to perform upon the promises in the contracts.

•Accordingly, we consolidate the assets of the Trusts (Trust investments) with corresponding contract liabilities (Deferred receipts/Care Trusts' Corpus).

•Ordinary income and realized gains and losses are recorded in Other income, net. Unrealized gains and losses are recorded in Other comprehensive income1 (collectively, the "earnings"). The earnings represent variable consideration on our contracts with customers and we record an offsetting reduction of Other income, net and Other comprehensive income to defer the recognition (in Deferred receipts/Care Trusts' Corpus) until:

◦For the M&S Trusts, we fulfill the performance obligations in the contracts with the customers as the earnings represent variable consideration in those contracts.

◦For the Care Trusts, until the earnings are legally distributable, based on State law, which is generally when we have incurred maintenance expenses.

•When the above criteria are met, the earnings are reflected as a component of revenue from contracts with customers and

1 Upon adoption of Accounting Standards Update 2016-01, "Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities" ("ASU 2016-01") we began recording the unrealized gains and losses on equity securities in Other income, net with the unrealized gains and losses on debt securities continuing to be recorded in Other comprehensive income. We record an offsetting reduction of Other income, net and Other comprehensive income to defer the recognition as described above. We believe adoption of this standard does not impact any of the other conclusions reached in our previous correspondence.

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◦The M&S Trusts distribute the principal and associated earnings relating to the fulfilled performance obligation.

◦The Care Trusts distribute the earnings.

•As the cash flows related to changes in Trust investments and Deferred receipts/Care Trusts' Corpus relate closely to our core business activities and enter into the determination of net income, these activities represent operating activities as set forth in the glossary to Topic 230 Statement of Cash Flows ("Topic 230").

•Disclosure of the gross movements within the Trusts' investment portfolios is required. We track and disclose the gross movements in Note 3 - Preneed Activities of our consolidated financial statements. These gross movement disclosures include gross purchases and sales within the trusts' investments as well as realized gains and losses related to the sales. We also include in Note 3 the gross withdrawals from and deposits to the trusts.

These conclusions are further detailed and supported by the following correspondence with the Staff:

•Our letter to the SEC dated November 21, 2008 related to the adoption of Statement of Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements ("FAS 160"), now codified in ASC Topic 810, Consolidation ("ASC 810") (see Exhibit A).

•Correspondence between the Staff and ourselves that elaborate upon the various conclusions reached during our previous consultations with the Staff regarding the adoption of FASB Interpretation No. 46 (revised December 2003), Consolidation of Variable Interest Entities ("FIN 46R"), now codified in Topic 810, are attached herein as Exhibit B (letter dated April 14, 2004) and Exhibit C (letter dated July 21, 2004).

•We have also attached as Exhibits D and E our prior correspondence with the Staff, dated June 30, 2006 and September 25, 2006, concerning inquiries from the Staff about how activities related to the M&S Trusts and Care Trusts are reflected in our Statement of Cash Flows.

We believe these Exhibits are relevant to this letter because they clearly describe the unique attributes of our preneed trusts and evidence of the Staff's concurrence with our presentation of cash flows associated with the trusts.

We believe there have been no changes, except as noted above for ASU 2016-01, in our business operations or accounting standards that would call the previous correspondence into question.

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If you have any questions regarding our responses or require further information, please contact Tammy Moore, Principal Accounting Officer at (713) 525-3097 or me at (713) 525-7768.

Sincerely,

/s/ Eric D. Tanzberger

Eric D. Tanzberger

Senior Vice President and

Chief Financial Officer

cc: Members of the SCI Audit Committee of the Board of Directors

Members of the SCI Disclosure Committee

PricewaterhouseCoopers LLP

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Exhibit A

November 21, 2008 Letter to SEC

Eric D. Tanzberger

Senior Vice President / Chief Financial Officer and Treasurer

November 21, 2008

Accounting Group - Interpretations Office of Chief Accountant

U.S. Securities and Exchange Commission

100 F Street, N.E.; Mail Stop 7561

Washington, D.C. 20549-7561

Office of Chief Accountant Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.; Mail Stop 5546

Washington, D.C. 20549-5546

RE: Request by Service Corporation International for concurrence from the Staff of the Securities and Exchange Commission

Dear Ladies and Gentlemen:

Service Corporation International ("SCI ' or the "Company or "we" or "our") respectfully requests concurrence from the Staff of the Securities and Exchange Commission ("SEC") with respect to our conclusion that balances historically designated as "non-controlling interest" in our consolidated preneed trusts do not meet the criteria for such designation under Statement of Financial Accounting Standards No. 160, Noncontrolling Interests in Consolidated Financial Statements ("FAS 160"). In addition, since our historical use of the term "non-controlling interest" was the product of a previous consultation with the Staff regarding the adoption of FASB Interpretation No. 46R, Consolidation of Variable Interest Entities (the "FIN 46R consultation"), we also are requesting the Staff's concurrence with our new description for such balances in our consolidated financial statements.

We have reviewed the contents of this letter with the Audit Committee of SCI's Board of Directors, and they concur with our conclusions. We have also discussed our proposed accounting treatment with PricewaterhouseCoopers LLP, our independent registered accounting firm, and they concur with the conclusions set forth herein.

SERVICE CORPORATION INTERNATIONAL

1929 ALLEN PARKWAY • P.O. BOX 130548 • HOUSTON, TX 77219-0548 • (713) 525-7768 • FAX (713) 525-7581

Overview of Our Business

SCI is North America's leading provider of deathcare products and services. At September 30, 2008, we operated 1,317 funeral service locations and· 378 cemeteries in North America, which are geographically diversified across 43 states, eight Canadian provinces, the District of Columbia, and Puerto Rico. Our funeral service and cemetery operations consist of funeral service locations, cemeteries, funeral service/cemetery combination locations, crematoria, and related businesses. We provide all professional services relating to funerals and cremations, including the use of funeral facilities and motor vehicles, and preparation and embalming services. Funeral-related merchandise, including caskets, burial vaults, cremation receptacles, flowers, and other ancillary products and services, is sold at funeral service locations. Our 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, burial vaults, casket and cremation memorialization products, merchandise installations, and burial openings and closings. A significant component of our business relates to selling preneed funeral and cemetery products and services, whereby a customer contractually agrees to the terms of certain products and services to be delivered and performed in the future. Our operations are subject to regulations, supervision, and licensing under numerous foreign, federal, state, and local laws, ordinances, and regulations, including extensive regulations concerning trust funds, preneed sales of funeral and cemetery products and services, and various other aspects of our business.

Background on Preneed Sales

Our marketing of funeral and cemetery merchandise and services and cemetery interment rights and property on a preened basis is a primary focus for the Company. For the year ended December 31, 2007, approximately 37% of our consolidated funeral and cemetery revenues were generated from contracts that were originated on a preneed basis. State laws generally require all or a substantial portion of the funds collected for preneed funeral and cemetery merchandise and service contracts to be placed into merchandise and service trusts ("M&S Trusts"). State laws also require a portion of the funds collected from sales of cemetery interment rights to be placed into perpetual care trusts ("Care Trusts"). Neither M&S Trusts nor Care Trusts have "owners' equity'', or for that matter "owners", in the traditional sense. The Company believes that the net assets of a trust represent its owner's equity, and a trust's legal beneficiary represents its owner.

M&S Trusts

M&S Trusts are required by state statutes and are established explicitly to protect preneed consumers by limiting funeral and cemetery operators' access to the funds until the merchandise is delivered or services are performed. The funds deposited into the M&S Trusts are invested in accordance with the investment requirements established by statute or, where the prudent investor rule is applicable, the trustees' judgment. In exchange for the amounts paid by the customer plus the accumulated earnings on these amounts, the Company is contractually obligated to deliver the merchandise or perform the services stipulated by the contract terms. Economically, the M&S Trust earnings protect the Company against inflationary increases in the costs of providing the products and services that the Company is contractually obligated to provide at the time of death. The M&S Trusts' assets, which include both principal and undistributed net earnings, are only accessible by the Company upon performance under the contracts and are not subject to the claims of the Company's creditors. The tru

Sincerely,
/s/ Eric D. Tanzberger