UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q

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

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

Commission file number 1-6402-1

SERVICE CORPORATION INTERNATIONAL

(Exact name of registrant as specified in its charter)

Texas		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 August 5, 2009 was 251,004,884 (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 and Six Months Ended June 30, 2009 and 2008			4
Unaudited Condensed Consolidated Balance Sheet — June 30, 2009 and December 31, 2008			5
Unaudited Condensed Consolidated Statement of Cash Flows — Six Months Ended June 30, 2009 and 2008			6
Unaudited Condensed Consolidated Statement of Stockholders’ Equity — Six Months Ended June 30, 2009			7
Notes to Unaudited Condensed Consolidated Financial Statements			8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			35
The Company			35
Financial Condition, Liquidity, and Capital Resources			35
Results of Operations — Three Months Ended June 30, 2009 and 2008			41
Results of Operations — Six Months Ended June 30, 2009 and 2008			44
Critical Accounting Policies			48
Cautionary Statement on Forward-Looking Statements			49
Item 3. Quantitative and Qualitative Disclosures About Market Risk			51
Item 4. Controls and Procedures			51
Part II. Other Information			52
Item 1. Legal Proceedings			52
Item 1A. Risk Factors			52
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			52
Item 4. Submission of Matters to a Vote of Security Holders			52
Item 6. Exhibits			52
Signature			54
EX-10.1
EX-12.1
EX-31.1
EX-31.2
EX-32.1
EX-32.2

GLOSSARY

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

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

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

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

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

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

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

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

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

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

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

Preneed — Purchase of products and services prior to use.

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

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

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

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Revenues		$	513,949			$	548,782			$	1,024,544			$	1,122,233
Costs and expenses			(412,124	)			(441,621	)			(822,599	)			(877,475	)
Gross profit			101,825				107,161				201,945				244,758
General and administrative expenses			(26,466	)			(21,655	)			(48,252	)			(46,730	)
(Loss) gain on divestitures and impairment charges, net			(6,289	)			(3,858	)			941				(15,904	)
Other operating income, net			—				1,691				—				585
Operating income			69,070				83,339				154,634				182,709
Interest expense			(32,386	)			(33,311	)			(64,056	)			(67,380	)
Gain on early extinguishment of debt			1,830				—				3,440				—
Interest income			585				1,454				1,288				3,374
Other income (expense), net			803				687				(743	)			(61	)
Income from continuing operations before income taxes			39,902				52,169				94,563				118,642
Provision for income taxes			(16,322	)			(20,395	)			(36,603	)			(45,364	)
Income from continuing operations			23,580				31,774				57,960				73,278
Loss from discontinued operations (net of income tax benefit of $0, $195, $0, and $195, respectively)			—				(377	)			—				(362	)
Net income			23,580				31,397				57,960				72,916
Net income attributable to noncontrolling interests			(476	)			—				(326	)			—
Net income attributable to common stockholders		$	23,104			$	31,397			$	57,634			$	72,916
Basic earnings per share:
Income from continuing operations attributable to common stockholders		$	.09			$	.12			$	.23			$	.28
Net income attributable to common stockholders		$	.09			$	.12			$	.23			$	.28
Diluted earnings per share:
Income from continuing operations attributable to common stockholders		$	.09			$	.12			$	.23			$	.28
Net income attributable to common stockholders		$	.09			$	.12			$	.23			$	.28
Basic weighted average number of shares			250,977				259,655				250,461				260,565
Diluted weighted average number of shares			251,130				263,132				250,672				264,228
Dividends declared per share		$	.04			$	.04			$	.08			$	.08

(See notes to unaudited condensed consolidated financial statements)

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

		June 30, 2009				December 31, 2008
Assets
Current assets:
Cash and cash equivalents		$	170,389			$	128,397
Receivables, net			74,949				96,145
Inventories			31,111				31,603
Deferred tax asset			79,571				79,571
Current assets held for sale			1,397				1,279
Other			29,955				18,515
Total current assets			387,372				355,510
Preneed funeral receivables, net and trust investments			1,250,633				1,191,692
Preneed cemetery receivables, net and trust investments			1,186,044				1,062,952
Cemetery property, at cost			1,457,823				1,458,981
Property and equipment, net			1,549,955				1,567,875
Non-current assets held for sale			100,375				97,512
Goodwill			1,171,695				1,178,969
Deferred charges and other assets			363,294				452,634
Cemetery perpetual care trust investments			767,740				744,758
		$	8,234,931			$	8,110,883
Liabilities & Stockholders’ Equity
Current liabilities:
Accounts payable and accrued liabilities		$	288,823			$	294,859
Current maturities of long-term debt			27,971				27,104
Current liabilities held for sale			659				465
Income taxes			2,092				4,354
Total current liabilities			319,545				326,782
Long-term debt			1,727,092				1,821,404
Deferred preneed funeral revenues			594,679				588,198
Deferred preneed cemetery revenues			811,496				771,117
Deferred income taxes			319,374				288,677
Non-current liabilities held for sale			76,397				75,537
Other liabilities			321,704				356,090
Deferred preneed funeral and cemetery receipts held in trust			1,936,470				1,817,665
Care trusts’ corpus			767,981				772,234
Commitments and contingencies (Note 15)
Stockholders’ equity:
Common stock, $1 per share par value, 500,000,000 shares authorized, 251,414,517, and 249,953,075 shares issued, respectively, 251,004,884 and 249,472,075 shares outstanding, respectively			251,005				249,472
Capital in excess of par value			1,720,182				1,733,814
Accumulated deficit			(669,122	)			(726,756	)
Accumulated other comprehensive income			57,907				36,649
Total common stockholders’ equity			1,359,972				1,293,179
Noncontrolling interests			221				—
Total stockholders’ equity			1,360,193				1,293,179
		$	8,234,931			$	8,110,883

(See notes to unaudited condensed consolidated financial statements)

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
(In thousands)

		Six Months Ended
		June 30,
		2009				2008
Cash flows from operating activities:
Net income		$	57,960			$	72,916
Adjustments to reconcile net income to net cash provided by operating activities:
Loss from discontinued operations			—				362
Gain on early extinguishment of debt			(3,440	)			—
Depreciation and amortization			55,438				55,675
Amortization of intangible assets			10,855				12,333
Amortization of cemetery property			13,940				16,526
Amortization of loan costs			1,694				1,863
Provision for doubtful accounts			5,905				3,915
Provision for deferred income taxes			32,924				28,079
(Gain) loss on divestitures and impairment charges, net			(941	)			15,904
Share-based compensation			5,168				5,256
Excess tax benefits from share-based awards			—				(2,170	)
Change in assets and liabilities, net of effects from acquisitions and divestitures:
Decrease in receivables			12,642				6,484
Decrease (increase) in other assets			9,183				(10,069	)
Increase (decrease) in payables and other liabilities			4,105				(128,320	)
Effect of preneed funeral production and maturities:
Decrease in preneed funeral receivables, net and trust investments			11,019				15,098
Increase in deferred preneed funeral revenue			4,752				20,836
Decrease in deferred preneed funeral receipts held in trust			(15,838	)			(24,640	)
Effect of cemetery production and maturities:
(Increase) decrease in preneed cemetery receivables, net and trust investments			(5,369	)			24,206
Increase in deferred preneed cemetery revenue			20,794				20,421
Decrease in deferred preneed cemetery receipts held in trust			(9,673	)			(17,578	)
Other			—				(585	)
Net cash provided by operating activities			211,118				116,512
Cash flows from investing activities:
Capital expenditures			(42,470	)			(68,035	)
Proceeds from divestitures and sales of property and equipment, net			14,788				12,831
Acquisitions			(219	)			(7,871	)
Net withdrawals (deposits) of restricted funds and other			129				(21,477	)
Net cash used in investing activities from continuing operations			(27,772	)			(84,552	)
Net cash provided by investing activities from discontinued operations			—				858
Net cash used in investing activities			(27,772	)			(83,694	)
Cash flows from financing activities:
Proceeds from the issuance of long-term debt			—				72,000
Payments of debt			(101,229	)			(54,367	)
Principal payments on capital leases			(13,045	)			(12,013	)
Purchase of Company common stock			—				(79,470	)
Proceeds from exercise of stock options			2,363				3,596
Excess tax benefits from share-based awards			—				2,170
Payments of dividends			(20,020	)			(20,879	)
Bank overdrafts and other			(13,394	)			(6,714	)
Net cash used in financing activities			(145,325	)			(95,677	)
Effect of foreign currency on cash and cash equivalents			3,971				(1,035	)
Net increase (decrease) in cash and cash equivalents			41,992				(63,894	)
Cash and cash equivalents at beginning of period			128,397				168,594
Cash and cash equivalents at end of period		$	170,389			$	104,700

(See notes to unaudited condensed consolidated financial statements)

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(UNAUDITED)
(In thousands)

																			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																57,634								326				57,960
Other comprehensive income																				21,258								21,258
Dividends declared on common stock ($.08 per share)												(20,085	)															(20,085	)
Employee share-based compensation earned												5,168																5,168
Stock option exercises			631					631				1,732																2,363
Restricted stock awards, net of forfeitures			830					830				(830	)															—
Issuance of shares from treasury			72					72				383																455
Other																								(105	)			(105	)
Balance at June 30, 2009			251,005				$	251,005			$	1,720,182			$	(669,122	)		$	57,907			$	221			$	1,360,193

(See notes to unaudited condensed consolidated financial statements)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share amounts)

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

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

     We recorded several immaterial adjustments to correct errors related to prior accounting periods during the three and six months ended June 30, 2009. The net impact of these adjustments was a decrease to our pre-tax income and net income in the amount of $5.4 million and $3.2 million, respectively, for the three months ended June 30, 2009. The net impact of these adjustments was a decrease to our pre-tax income and net income in the amount of $7.4 million and $4.5 million, respectively, for the six months ended June 30, 2009. We do not believe these adjustments are qualitatively material to our unaudited condensed consolidated financial statements for the three and six months ended June 30, 2009, nor are they quantitatively or qualitatively material to our expected 2009 annual financial results. Additionally, such items are not quantitatively or qualitatively material to any of our prior annual or quarterly financial statements.

Reclassifications

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

Use of Estimates in the Preparation of Financial Statements

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

Business Combinations

     In December 2007, the Financial Accounting Standards Board (FASB) 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. Subsequently, on April 1, 2009, the FASB issued FASB Staff Position No. SFAS 141(R)-1, “Accounting for Assets Acquired and Liabilities Assumed in a Business Combination that Arise from Contingencies” (FSP SFAS 141(R)-1), which amends and clarifies the previous statement in certain aspects of its guidance on initial recognition and measurement, subsequent measurement and accounting, and disclosure of assets and liabilities arising from contingencies in a business combination. Per FASB guidance, we will apply the provisions provided in both SFAS 141(R) and FSP SFAS 141(R)-1 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 noncontrolling interest in the consolidated financial statements. The interest related to our merchandise and service trusts is classified as a liability because the preneed contracts underlying these trusts are unconditionally redeemable upon the occurrence of an event that is certain to occur. In addition, since the earnings from our cemetery perpetual care trusts are used to support the maintenance of our cemeteries, the interest in these trusts also retains the characteristics of a liability. Accordingly, effective December 31, 2008, we re-characterized the amounts historically described as “Non-controlling interest in funeral and cemetery trusts” as either “Deferred preneed funeral receipts held in trust” or “Deferred preneed cemetery receipts held in trust”, as appropriate. Additionally, we re-characterized the amounts historically described as “Non-controlling interest in cemetery perpetual care trusts” as “Care trusts’ corpus”.

Fair Value Measurements

     We measure the available-for-sale securities held by our funeral merchandise and service, cemetery merchandise and service, and cemetery perpetual care trusts at fair value on a recurring basis in accordance with 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 Notes 4, 5, and 6.

     In February 2008, the FASB issued FASB Staff Position (FSP) No. SFAS 157-2, “Effective Date of FASB Statement No. 157” (FSP 157-2). FSP SFAS 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 SFAS 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 SFAS 157 experienced an event that required fair value measurement in the first half of 2009, our adoption for these assets and liabilities has had no impact on our results of operations, consolidated financial position, or cash flows.

Determination of the Useful Life of Intangible Assets

     In April 2008, the FASB issued FSP SFAS No. 142-3, “Determination of the Useful Life of Intangible Assets” (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142, “Goodwill and Other Intangible Assets” and requires enhanced related disclosures. FSP 142-3 must be applied prospectively to all intangible assets recognized as of or acquired subsequent to January 1, 2009. Our adoption of FSP 142-3 did not impact our unaudited condensed consolidated financial statements.

3. Recently Issued Accounting Standards

     In April 2009, the FASB issued FSP No. SFAS 115-2 and SFAS 124-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (FSP SFAS 115-2), 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. In addition, the SEC issued Staff Accounting Bulletin (SAB) No. 111, “Other Than Temporary Impairments of Certain Investments in Debt and Equity Securities (Topic 5 M.)” (SAB 111), which modified the SEC’s rules related to other-than-temporary impairment to conform to the FSP. The FSP and SAB are effective for us in the second quarter of 2009. Our second quarter 2009 adoption of FSP SFAS 115-2 and SAB 111 did not have a material impact on our results of operations, consolidated financial position, or cash flows; however, we have included additional disclosures, as required, regarding our other-than-temporary impairments. See Notes 4, 5, and 6.

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 SFAS 107-1), 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 have included 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 or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (FSP 157-4). FSP 157-4 provides additional guidance on how to determine the fair value of assets and liabilities in an environment where the volume and level of activity for the asset or liability have significantly decreased 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 SFAS 157-4 did not have a material impact on our results of operations, consolidated financial position, or cash flows.

Subsequent Events

     In May 2009, the FASB issued SFAS No. 165, “Subsequent Events” (SFAS 165). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 is effective for us in the second quarter of 2009. We adopted SFAS 165 during the three months ended June 30, 2009 and evaluated subsequent events through August 6, 2009. SFAS 165 did not have an impact on our unaudited condensed consolidated financial statements.

Variable Interest Entities

     In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R)” (SFAS 167). SFAS 167 was issued to improve financial reporting by enterprises involved with variable interest entities, specifically to address: (1) the effects on certain provision of FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities, “ (FIN46(R)) as a result of the elimination of the qualifying special-purpose entity concept in SFAS No. 166, “Accounting for Transfers of Financial Assets,” and (2) constituent concerns about the application of certain key provisions of FIN46(R), including those in which the accounting and disclosures under FIN46(R) do not always provide timely and useful information about an enterprise’s involvement in a variable interest entity. SFAS 167 is effective for us on January 1, 2010, and we are still assessing the impact on our unaudited condensed consolidated financial statements.

Accounting Standards Codification and Hierarchy

     In June 2009, the FASB issued SFAS No. 168, “The FASB Accounting Standards Codification™ and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162” (SFAS 168). SFAS 168 establishes the FASB Accounting Standards Codification™ as the source of authoritative U.S. GAAP recognized by the FASB to be applied by non-governmental entities. Following FAS 168, the FASB will not issue new standards in the form of Statements, FASB Staff Positions or EITF Abstracts. Instead, it will issue Accounting Standards Updates to update the Codification. SFAS 168 is effective for interim or annual financial periods ending after September 15, 2009. We expect to adopt SFAS 168 during the three months ended September 30, 2009 and it will not have an impact on our unaudited condensed consolidated financial statements.

4. Preneed Funeral Activities

     Preneed funeral receivables, net and trust investments represent trust investments, including investment earnings, and customer receivables, net of unearned finance charges, related to unperformed, price-guaranteed preneed funeral contracts. Our funeral merchandise and service trusts are 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. 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 unaudited condensed consolidated statement of cash flows.

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

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
		(In thousands)								(In thousands)
Deposits		$	23,271			$	23,860			$	40,387			$	44,772
Withdrawals			30,766				31,595				53,941				70,511
Purchases of available-for-sale securities			63,574				55,105				130,484				190,387
Sales of available-for-sale securities			110,484				134,117				175,545				234,837
Realized gains from sales of available-for-sale securities			5,056				9,510				7,358				30,309
Realized losses from sales of available-for-sale securities			(15,455	)			(11,892	)			(41,193	)			(26,890	)

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

		June 30, 2009				December 31, 2008
		(In thousands)
Trust investments at market		$	659,405			$	636,712
Cash and cash equivalents			165,181				125,657
Insurance-backed fixed income securities			207,890				216,394
Receivables from customers			256,077				249,224
Unearned finance charge			(6,303	)			(6,316	)
			1,282,250				1,221,671
Allowance for cancellation			(31,617	)			(29,979	)
Preneed funeral receivables, net and trust investments		$	1,250,633			$	1,191,692

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

		June 30, 2009
						Unrealized				Unrealized				Fair Market
		Cost				Gains				Losses				Value
		(In thousands)
Fixed income securities:
U.S. Treasury		$	34,215			$	626			$	(422	)		$	34,419
Canadian government			82,384				982				(146	)			83,220
Corporate			30,153				432				(112	)			30,473
Mortgage-backed			5,346				51				(17	)			5,380
Asset-backed			147				3				—				150
Equity securities:
Common stock (based on investment objectives):
Growth			150,361				12,019				(26,799	)			135,581
Value			166,106				7,240				(32,025	)			141,321
Mutual funds:
Equity			126,267				1,390				(49,186	)			78,471
Fixed income			170,853				1,868				(32,510	)			140,211
Private equity			19,035				1,360				(9,378	)			11,017
Other			4,842				93				(3,606	)			1,329
Trust investments		$	789,709			$	26,064			$	(154,201	)		$	661,572
Less: Assets associated with businesses held for sale															(2,167	)
														$	659,405

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

     Where quoted prices are available in an active market, securities held by the common trust funds and mutual funds are classified as Level 1 investments pursuant to the three-level valuation hierarchy provided in SFAS 157.

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

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

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

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

		Quoted
		Market Prices				Significant Other				Significant
		in Active Markets				Observable Inputs				Unobservable				Fair Market
		(Level 1)				(Level 2)				Inputs (Level 3)				Value
		(In thousands)
Trust investments at June 30, 2009		$	495,584			$	153,642			$	12,346			$	661,572
Trust investments at December 31, 2008		$	428,008			$	170,617			$	40,880			$	639,505

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

		Three Months Ended									Six Months Ended
		June 30,								June 30,
		2009				2008					2009				2008
Fair market value, beginning balance		$	12,988			$	41,381			$	40,880			$	37,865
Net unrealized (losses) gains included in Other comprehensive income (1)			(1,594	)			5,610				(7,210	)			9,249
Net gains included in Other income (expense), net (2)			—				—				19				—
Purchases, sales, contributions, and distributions, net			952				89				548				(34	)
Transfers out of Level 3			—				—				(21,891	)			—
Fair market value, ending balance		$	12,346			$	47,080			$	12,346			$	47,080

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

		Fair Market
		Value
		(In thousands)
Due in one year or less		$	73,222
Due in one to five years			36,993
Due in five to ten years			32,100
Thereafter			11,327
		$	153,642

     Earnings from all trust investments are recognized in funeral revenues when a service is performed or merchandise is delivered. In addition, we are entitled to retain, in certain jurisdictions, a portion of collected customer payments when a customer cancels a preneed contract; these amounts are also recognized in current revenues. Recognized earnings (realized and unrealized) related to our trust investments were $5.0 million and $9.9 million for the three months ended June 30, 2009 and 2008, respectively. Recognized earnings (realized and unrealized) related to our trust investments were $10.9 million and $21.1 million for the six months ended June 30, 2009 and 2008, respectively.

     We assess our trust investments for other-than-temporary declines in fair value on a quarterly basis. Impairment charges, resulting from this assessment, are recognized as investment losses in Other income (expense), net and a decrease to Preneed funeral receivables, net and trust investments. These investment losses, if any, are offset by a corresponding reclassification in Other income (expense), net, which reduces Deferred preneed funeral and cemetery receipts held in trust. See Note 7 for further information related to our Deferred preneed funeral and cemetery receipts held in trust. We recorded an impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain securities of $3.7 million and $10.4 million for the three and six months ended June 30, 2009, respectively. We did not record an impairment charge in the first half of 2008.

     We have determined that the remaining unrealized losses in our funeral trust investments at June 30, 2009 are considered temporary in nature, as the unrealized losses were due to temporary fluctuations in interest rates and equity prices. The investments are diversified across multiple industry segments using a balanced allocation strategy to minimize long-term risk. 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. Our funeral trust investment unrealized losses, their associated fair market values and the duration of unrealized losses as of June 30, 2009 are shown in the following table:

		June 30, 2009
		In Loss Position								In Loss Position
		Less Than 12 Months								Greater Than 12 Months								Total
		Fair								Fair								Fair
		Market				Unrealized				Market				Unrealized				Market				Unrealized
		Value				Losses				Value				Losses				Value				Losses
		(In thousands)
Fixed income securities:
U.S. Treasury		$	13,784			$	(406	)		$	342			$	(16	)		$	14,126			$	(422	)
Canadian government			6,735				(146	)			—				—				6,735				(146	)
Corporate			4,546				(109	)			323				(3	)			4,869				(112	)
Mortgage-backed			2,696				(13	)			460				(4	)			3,156				(17	)
Equity securities:
Common stock (based on investment objectives):
Growth			57,238				(16,308	)			16,072				(10,491	)			73,310				(26,799	)
Value			70,315				(19,338	)			29,091				(12,687	)			99,406				(32,025	)
Mutual funds:
Equity			52,806				(38,397	)			16,778				(10,789	)			69,584				(49,186	)
Fixed income			74,203				(31,009	)			6,234				(1,501	)			80,437				(32,510	)
Private equity			5,856				(1,154	)			13,849				(8,224	)			19,705				(9,378	)
Other			1,824				(359	)			3,895				(3,247	)			5,719				(3,606	)
Total temporarily impaired securities		$	290,003			$	(107,239	)		$	87,044			$	(46,962	)		$	377,047			$	(154,201	)

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

5. Preneed Cemetery Activities

     Preneed cemetery receivables, net and trust investments represent trust investments, including investment earnings, and customer receivables, net of unearned finance charges, for contracts sold in advance of when the property interment rights, merchandise, or services are needed. Our cemetery merchandise and service trusts are 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 funeral and cemetery receipts held in trust. Amounts are withdrawn from the trusts when the contract obligations are performed. Cash flows from preneed cemetery contracts are presented as operating cash flows in our unaudited condensed consolidated statement of cash flows.

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

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
		(In thousands)								(In thousands)
Deposits		$	24,320			$	30,011			$	43,663			$	55,312
Withdrawals			24,990				41,530				53,858				72,739
Purchases of available-for-sale securities			127,443				69,366				184,315				634,677
Sales of available-for-sale securities			94,259				143,073				147,921				247,341
Realized gains from sales of available-for-sale securities			4,902				11,959				6,030				23,414
Realized losses from sales of available-for-sale securities			(16,616	)			(13,320	)			(39,330	)			(29,811	)

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

		June 30, 2009				December 31, 2008
		(In thousands)
Trust investments, at market		$	770,379			$	659,149
Cash and cash equivalents			136,194				139,753
Receivables from customers			355,149				341,688
Unearned finance charges			(45,653	)			(48,999	)
			1,216,069				1,091,591
Allowance for cancellation			(30,025	)			(28,639	)
Preneed cemetery receivables, net and trust investments		$	1,186,044			$	1,062,952

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

		June 30, 2009
						Unrealized				Unrealized				Fair Market
		Cost				Gains				Losses				Value
		(In thousands)
Fixed income securities:
U.S. Treasury		$	46,089			$	600			$	(1,028	)		$	45,661
Canadian government			13,715				177				(39	)			13,853
Corporate			8,523				317				(59	)			8,781
Mortgage-backed			14,072				14				(69	)			14,017
Equity securities:
Common stock (based on investment objectives):
Growth			210,984				15,230				(35,648	)			190,566
Value			244,771				9,060				(41,436	)			212,395
Mutual funds:
Equity			258,106				888				(89,342	)			169,652
Fixed income			195,882				1,236				(41,383	)			155,735
Private equity			10,519				30				(6,564	)			3,985
Other			4,647				11				(3,255	)			1,403
Trust investments		$	1,007,308			$	27,563			$	(218,823	)		$	816,048
Less: Assets associated with businesses held for sale															(45,669	)
														$	770,379

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

     Where quoted prices are available in an active market, securities held by the common trust funds and mutual funds are classified as Level 1 investments pursuant to the three-level valuation hierarchy provided in SFAS 157.

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

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

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

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

		Quoted
		Market Prices				Significant				Significant
		in Active Markets				Other Observable				Unobservable Inputs				Fair Market
		(Level 1)				Inputs (Level 2)				(Level 3)				Value
		(In thousands)
Trust investments at June 30, 2009		$	728,348			$	82,312			$	5,388			$	816,048
Trust investments at December 31, 2008		$	593,592			$	78,458			$	31,837			$	703,887

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

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2009				2008				2009				2008
Fair market value, beginning balance		$	4,978			$	24,771			$	31,837			$	21,809
Net unrealized (losses) gains included in Other comprehensive income (1)			(620	)			528				(11,443	)			3,711
Net realized gains included in Other income (expense), net (2)			—				—				18				—
Purchases, sales, contributions, and distributions, net			1,030				(1,044	)			569				(1,265	)
Transfers out of Level 3			—				—				(15,593	)			—
Fair market value, ending balance		$	5,388			$	24,255			$	5,388			$	24,255

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

		Fair Market
		Value
		(In thousands)
Due in one year or less		$	688
Due in one to five years			30,664
Due in five to ten years			26,258
Thereafter			24,702
		$	82,312

     Earnings from all trust investments are recognized in cemetery revenues when a service is performed or merchandise is delivered. In addition, we are entitled to retain, in certain jurisdictions, a portion of collected customer payments when a customer cancels a preneed contract; these amounts are also recognized in current revenues. Recognized earnings (realized and unrealized) related to our trust investments were $2.9 million and $5.1 million for the three months ended June 30, 2009 and 2008, respectively. Recognized earnings (realized and unrealized) related to our trust investments were $1.8 million and $9.6 million for the six months ended June 30, 2009 and 2008, respectively.

     We assess our trust investments for other-than-temporary declines in fair value on a quarterly basis. Impairment charges, resulting from this assessment, are recognized as investment losses in Other income (expense), net and a decrease to Preneed cemetery receivables, net and trust investments. These investment losses, if any, are offset by a corresponding reclassification in Other income (expense), net, which reduces Deferred preneed funeral and cemetery receipts held in trust. See Note 7 for further information related

to our Deferred preneed funeral and cemetery receipts held in trust. We recorded an impairment charge for other-than-temporary declines in fair value related to unrealized losses on certain securities of $3.3 million and $12.9 million for the three and six months ended June 30, 2009, respectively. We did not record an impairment charge in the first half of 2008.

     We have determined that the remaining unrealized losses in our cemetery trust investments at June 30, 2009 are considered temporary in nature, as the unrealized losses were due to temporary fluctuations in interest rates and equity prices. The investments are diversified across multiple industry segments using a balanced allocation strategy to minimize long-term risk. 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. Our cemetery trust investment unrealized losses, their associated fair market values and the duration of unrealized losses as of June 30, 2009 are shown in the following table:

		June 30, 2009
		In Loss Position								In Loss Position
		Less Than 12 Months								Greater Than 12 Months								Total
		Fair								Fair								Fair
		Market				Unrealized				Market				Unrealized				Market				Unrealized
		Value				Losses				Value				Losses				Value				Losses
		(In thousands)
Fixed income securities:
U.S. Treasury		$	28,737			$	(992	)		$	560			$	(36	)		$	29,297			$	(1,028	)
Foreign government			4,247				(39	)			—				—				4,247				(39	)
Corporate			833				(59	)			—				—				833				(59	)
Mortgage-backed			5,542				(47	)			2,051				(22	)			7,593				(69	)
Equity securities:
Common stock (based on investment objectives):
Growth			77,025				(20,536	)			17,601				(15,112	)			94,626				(35,648	)
Value			101,080				(29,561	)			32,667				(11,875	)			133,747				(41,436	)
Mutual funds:
Equity			107,560				(59,843	)			36,213				(29,499	)			143,773				(89,342	)
Fixed income			91,202				(35,146	)			22,701				(6,237	)			113,903				(41,383	)
Private equity			10,339				(1,373	)			9,519				(5,191	)			19,858				(6,564	)
Other			3,390				(466	)			3,083				(2,789	)			6,473				(3,255	)
Total temporarily impaired securities		$	429,955			$	(148,062	)		$	124,395			$	(70,761	)		$	554,350			$	(218,823	)