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Division of Corporation Finance - Office of Trade & Services Division of Corporation Finance 450 Fifth Street, N.W. Washington, D.C. 20549 RE: SEC Comment Letter dated April 19, 2006 related to Service Corporation International’s Form 10-K for the fiscal year ended December 31, 2005 filed March 6, 2006 File No. 1-06402

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Eric D. Tanzberger

Senior Vice President / Chief Financial Officer

January 15, 2021

Division of Corporation Finance - Office of Trade & Services

U.S. Securities and Exchange Commission

100 F. Street, NE

Washington, D.C. 20549

RE: SEC Comment Letter dated December 17, 2020 related to Service Corporation International's Form 10-K for the Year ended December 31, 2019 filed February 18, 2020 and Response dated December 11, 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 December 17, 2020 with respect to the above referenced filings.

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

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

Consolidated Financial Statements

Consolidated Statement of Cash Flows, page 47

1. We have reviewed your response to comment 2. In arriving at your current accounting treatment for the debt securities in your trusts, please tell us how you considered the guidance in ASC 320-10-45-11, which permits the inclusion of cash flows related to trading securities in cash flows from operating activities in certain circumstances, but requires cash flows related to other types of debt securities to be classified as investing activities. Also, refer to ASC 320-10-35-1.

We respectfully acknowledge the Staff’s comment and have considered the guidance in ASC 320-10-45-11 and ASC 320-10-35-1 in arriving at our response. We submit that we believe that our cash flow presentation of trust investment activities is consistent with the guidance codified in ASC 320 (Investments – debt and equity securities) and, more broadly, the guidance codified in ASC 230

(Statement of cash flows), in each case, after taking account of the substance of arrangements that are unique to the death care industry. In developing our cash flow presentation, we considered several factors, including principally:

•the trust activities underlie our core business operations (providing services to our customers) and ultimately represent the cash effects of transactions and other events that will enter into the determination of net income (in the form of variable consideration – revenue) when the contracts mature. The interests attributable to the legal beneficiaries of the trusts (i.e., our customers) are reflected as deferred receipts held in trust and care trusts’ corpus (liabilities to perform services in the future) in our consolidated financial statements. Accordingly, the changes in trust asset values within our trust investments are reflected as changes in operating assets with an offset to operating liabilities (deferred receipts/care trusts’ corpus) and are reflected as operating activities within our cash flow statement, which is consistent with the treatment of the trust activities in our financial statements taken as a whole; and

•the assets within the trusts are not available to us until the various state statutes allow their withdrawal (generally, when the preneed contract matures, services are rendered, and revenue is recognized); therefore, we do not believe it would be meaningful for investors to gross-up the consolidated statement of cash flows for transactions that relate solely to the legal beneficiaries and, accordingly, essentially represent non-cash activities to us.

We believe that our current presentation most faithfully represents our cash flows in accordance with ASC 230 and ASC 320 and, accordingly, is the most informative to our investors for decision-making purposes. We also note that, to the extent that information with respect to the gross transactions within the trust is useful to investors, we have provided supplemental disclosure (consistent with the substance of those transactions as non-cash transactions to our shareholders) in the notes to our consolidated financial statements consistent with the guidance of ASC 230-10-50-3.

As we described in our response dated December 11, 2020, revenue recognition, presentation in the statement of cash flows and other matters of accounting and financial statement presentation unique to the death care industry have been the subject of several exchanges between us and the Staff dating back to at least 2006. Excerpts from several of those prior exchanges were included as exhibits to our letter dated December 11, 2020. However, we respectfully refer the Staff to our response letter dated May 3, 2006 (see Exhibit A), which specifically addressed the impact of consolidation of the trusts on the statement of cash flows and we believe has continuing relevance with respect to the current comment.

* * * * * * *

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

Exhibit A

May 3, 2006 Letter to SEC

Jeffrey E. Curtiss

Senior Vice President / Chief Financial Officer

May 3, 2006

Mr. Larry Spirgel

Assistant Director

Division of Corporation Finance

Mail Stop 0407

U.S. Securities and Exchange Commission

450 Fifth Street, N.W.

Washington, D.C. 20549

RE: SEC Comment Letter dated April 19, 2006 related to Service Corporation International’s Form 10-K for the fiscal year ended December 31, 2005 filed March 6, 2006

File No. 1-06402

Dear Mr. Spirgel:

This letter responds to the comments that Service Corporation International (the “Company”) received from the Staff of the Division of Corporation Finance (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission” or the “SEC”) by letter dated April 19, 2006 with respect to the above referenced filing.

We hope this letter is responsive to your comments and requests for information. If the responses provided in this letter are not deemed adequate to answer the Staff’s comments, we will make ourselves available to further discuss these matters with the Staff at a mutually convenient time. The Company’s goal is to resolve these outstanding comments in a timely manner that is acceptable to the Staff.

Our responses utilize the same captions contained in the April 19, 2006 letter and are numbered to correspond to the numbers assigned in your letter. For your convenience, our responses are prefaced by the Commission’s corresponding comment in bold text.

SERVICE CORPORATION INTERNATIONAL

1929 ALLEN PARKWAY • P.O. BOX 130548 • HOUSTON, TX 77219-0548 • (713) 525-5546 •

Mr. Larry Spirgel

May 3, 2006

Page 2

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Competitive Strengths, page 16

1.We note that you test-marketed and implemented packaged cemetery plans in 2005. Tell us more details about these cemetery plans and disclose your revenue recognition policy related to these plans.

Response: During 2005, the Company test-marketed Dignity Memorial® packaged cemetery plans in 10 of our 358 cemetery locations. These Dignity Memorial® packaged plans included both merchandise and service products including cemetery property, a marker or base, and an opening and closing of an interment space.

Subsequent to the filing of its 2005 Form 10-K, the Company examined the results from the test-market data and has determined it will make modifications to the Dignity Memorial® packaged cemetery plans prior to further testing and roll-out of the plans. The Company is uncertain at this time as to the timing and scope of any expansion of the Dignity Memorial® packaged cemetery plans. The Company will update its disclosure related to the status of the Dignity Memorial® packaged cemetery plans in its March 31, 2006 Form 10-Q within Management’s Discussion and Analysis of Financial Condition and Results of Operations.

For the year ended December 31, 2005, the Company sold approximately 683 Dignity Memorial® packaged cemetery plans representing $5.3 million of cemetery production. This amount was less than 1.0% of the Company’s total consolidated cemetery production. The Company’s revenue recognition policy for these Dignity Memorial® packaged cemetery plans is consistent with the guidance set forth in EITF 00-21, “Revenue Arrangements with Multiple Deliverables” (“EITF 00-21”). In accordance with EITF 00-21, we allocate revenue in arrangements including multiple deliverables on a relative fair value basis and we recognize revenue on multiple elements of preneed contracts using recognition timing appropriate to each individual element. The individual deliverables in our Dignity Memorial® packaged cemetery plans meet the criteria set forth in paragraph 9 of EITF 00-21. Specifically, each deliverable of a Dignity Memorial® packaged cemetery plan has value to the customer on a standalone basis. This is demonstrated by the fact that we sell each deliverable separately. For this same reason, the evidence of the fair value of the undelivered items is considered to be objective and reliable as the prices of multiple element Dignity Memorial® packaged cemetery plans are determined based on the individual selling prices of each deliverable.

This policy is consistent with our revenue recognition policy related to preneed cemetery contracts as previously discussed in letters to the Staff dated March 9, 2001 and December 22, 2003. We did not include specific disclosures regarding the test-marketed Dignity Memorial® packaged cemetery plans in our 2005 Form 10-K because their revenue impact in 2005 was not material. To the extent the revenue related to these

Mr. Larry Spirgel

May 3, 2006

Page 3

Dignity Memorial® packaged cemetery plans becomes material, the Company will add the appropriate disclosures related to EITF 00-21 in its future filings.

Consolidated Statements of Cash Flows, page F-7

2.Revise your statement to reflect your change in accounts receivable on a gross basis as required by paragraphs 11 – 13 of SFAS No. 95.

Response: We note your comment and will revise our consolidated statement of cash flows in future filings to reflect an additional line item entitled “Provision for doubtful accounts” in deriving net cash provided by operating activities.

3.Tell us whether and how the activities of the preneed funeral and cemetery merchandise and services trust and cemetery perpetual care trusts are reflected in the consolidated statements of cash flows. Please cite your basis in the accounting literature that supports your treatment.

Response: We respectfully refer you to pages 21-23, Preneed Funeral and Cemetery Activities within the Critical Accounting Policies, New Accounting Pronouncements and Accounting Changes section of Management’s Discussion and Analysis of Financial Condition and Results of Operations in our 2005 Form 10-K. The Company has detailed its critical accounting policies related to preneed funeral and cemetery merchandise and services trusts and cemetery perpetual care trusts therein, including the accounting treatment of such items within our consolidated statement of cash flows.

We note that although the Company consolidates its preneed funeral and cemetery merchandise and services trusts and cemetery perpetual care trusts in accordance with the provisions of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities,” (“FIN 46R”), the Company is not the legal beneficiary of such trusts and therefore the interests attributable to the legal beneficiaries (i.e., the Company’s customers) are reflected as non-controlling interests in the Company’s consolidated financial statements. Accordingly, because the funds within the trusts are not legally distributable to the Company until the various state statutes allow their withdrawal, the Company does not believe it would be meaningful to gross-up the statement of cash flows (with inflows from financing activities and outflows from investing activities) for transactions that relate solely to the non-controlling interest holders and which are essentially non-cash activities to the Company. Only when the Company provides services or delivers merchandise does it receive unrestricted cash which can be used for general corporate purposes. Lastly, for the same reason that it would be inappropriate to affect accumulated other comprehensive income for fair value changes related to the investments held in trust (because such activities are those of the non-controlling interest holders), the Company does not believe it would be meaningful to gross up its investing cash flows for the numerous purchases and sales of investments within the trusts.

Mr. Larry Spirgel

May 3, 2006

Page 4

The operating cash flow line item “Net effect of preneed funeral production and maturities” includes the net change in the balance sheet line items “Preneed funeral receivables and trust investments, “Deferred preneed funeral revenue”, and the funeral-related changes of “Non-controlling interest in funeral and cemetery trusts”. The operating cash flow line item “Net effect of preneed cemetery production and deliveries” includes the net change in the balance sheet line items “Preneed cemetery receivables and trust investment”, “Deferred preneed cemetery revenue”, “Non-controlling interest in perpetual care trusts,” and the cemetery-related changes of “Non-controlling interest in funeral and cemetery trusts”. Upon receipt of cash from customers for a preneed funeral or cemetery trust contract, the Company deposits funds into trust according to the trusting requirements of various state

and provincial laws. Such in-transit funds that are required to be deposited into trusts are restricted for use and therefore cannot be used for general corporate purposes. Funds that are in-transit to the trusts at a balance sheet date are included within “Net withdrawals (deposits) of restricted funds and other” as a component of cash flow from investing activities in the Company’s consolidated statement of cash flows. The line item “Net withdrawals (deposits) of restricted funds and other” represents the net change in restricted cash which is included in “Deferred charges and other assets” on the Company’s consolidated balance sheet. In most states, the Company is allowed to retain funds above the amounts required to be deposited into trust accounts. These funds are used for working capital purposes, generally to offset the selling and administrative costs of the preneed programs.

Investment earnings on these trust assets are accumulated in the trusts and are expected to mitigate the inflationary costs of providing services and merchandise in the future. At the time the service is performed or the merchandise is delivered, the Company recognizes revenue associated with the preneed funeral or cemetery trust contract and receives distributions from the trust, which distributions include the investment earnings and the related principal amount. Because such activities underlie the Company’s core business operations and ultimately represent the cash effects of transactions and other events that will enter into the determination of net income when the contracts mature, the Company believes these activities are appropriately recorded as a component of cash flows from operating activities in accordance with paragraphs 21 — 24 of SFAS No. 95, “Statement of Cash Flows”.

As further illustration of this point, at the time the Company sells cemetery property, a portion of the proceeds received from the customer are deposited into perpetual care trust funds in accordance with state or provincial laws. The earnings from

Sincerely,
/s/ Eric D. Tanzberger