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UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

______________________________________________________ 

 ) 

In the Matter of ) 

 ) 

SERVICE CORPORATION INTERNATIONAL ) File No. 091 0138 

 ) 

 a corporation. ) 

 ) 

______________________________________________________) 

AGREEMENT CONTAINING CONSENT ORDERS 

The Federal Trade Commission (“Commission”), having initiated an investigation of the 

proposed acquisition by Proposed Respondent Service Corporation International (“SCI”) of Palm 

Mortuary, Inc. (“Palm”) and it now appearing that Proposed Respondent is willing to enter into 

this Agreement Containing Consent Orders (“Consent Agreement”) to divest certain assets and 

providing for other relief; 

IT IS HEREBY AGREED by and between Proposed Respondent, its duly authorized 

officers and attorneys, and counsel for the Commission that: 

1. Proposed Respondent SCI is a corporation organized, existing and doing business under 

and by virtue of the laws of the State of Texas, with its corporate head office and 

principal place of business located at 1929 Allen Parkway, Houston, Texas 77109. 

2. Proposed Respondent admits all the jurisdictional facts set forth in the draft Complaint 

here attached. 

3. Proposed Respondent waives: 

a. Any further procedural steps; 

b. The requirement that the Commission’s Decision and Order and Order to 

Maintain Assets, both attached hereto and made a part hereof, contain a statement 

of findings of fact and conclusions of law; 

c. All rights to seek judicial review or otherwise to challenge or contest the validity 

of the Decision and Order and Order to Maintain Assets entered pursuant to this 

Consent Agreement; and 
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d. Any claim under the Equal Access to Justice Act. 

4. Because there may be interim competitive harm, the Commission may issue its 

Complaint and the Order to Maintain Assets in this matter at any time after it accepts this 

Consent Agreement for public comment. 

5. Not later than thirty (30) days after this Consent Agreement is signed by the Proposed 

Respondent, Proposed Respondent shall submit an initial report, pursuant to Section 2.33 

of the Commission Rules, 16 C.F.R. § 2.33, provided, however, that Proposed 

Respondent shall also submit subsequent reports every thirty (30) days thereafter until the 

Order to Maintain Assets becomes final, at which time the reporting obligations 

contained in the Order to Maintain Assets (other than the requirement to submit an initial 

report pursuant to this Consent Agreement) shall control. Such reports shall be signed by 

Proposed Respondent and set forth in detail the manner in which such Proposed 

Respondent has complied and will comply with the Order to Maintain Assets and the 

Decision and Order. Such reports will not become part of the public record unless and 

until this Consent Agreement and the Decision and Order are accepted by the 

Commission for public comment. 

6. In each of the reports described above, Proposed Respondent shall provide sufficient 

information and documentation to enable the Commission to determine independently 

whether the Proposed Respondent is in compliance with the Consent Agreement and each 

of the Orders. All reports shall be verified by a notarized signature or sworn statement of 

the Chief Executive Officer or other officer or director of the Proposed Respondent 

specifically authorized to perform this function, or self-verified in a manner set forth in 

28 U.S.C. § 1746. Section 2.41(a) of the Commission’s Rules of Practice requires that an 

original and two copies of all compliance reports be filed with the Commission. 

Proposed Respondent shall file an original report and one copy with the Secretary of the 

Commission, and shall send at least one copy directly to the Bureau of Competition’s 

Compliance Division. 

7. This Consent Agreement shall not become part of the public record of the proceeding 

unless and until it is accepted by the Commission. This Consent Agreement, if it is 

accepted by the Commission, will be placed on the public record for a period of thirty 

(30) days and information in respect thereto publicly released. The Commission 

thereafter may either withdraw its acceptance of this Consent Agreement and so notify 

Proposed Respondent, in which event the Commission will take such action as it may 

consider appropriate, or issue and amend its Complaint (in such form as the 

circumstances may require) and issue its Decision and Order, in disposition of the 

proceeding. 

8. This Consent Agreement is for settlement purposes only and does not constitute an 

admission by Proposed Respondent that any law or order has been violated as alleged in 
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the draft Complaint here attached, or that the facts as alleged in the draft Complaint, 

other than jurisdictional facts, are true. 

9. This Consent Agreement contemplates that, if it is accepted by the Commission, the 

Commission may (a) issue and serve its Complaint corresponding in form and substance 

with the draft Complaint here attached, (b) issue and serve its Order to Maintain Assets, 

and (c) make information public with respect thereto. If such acceptance is not 

subsequently withdrawn by the Commission pursuant to the provisions of Commission 

Rule 2.34, 16 C.F.R. § 2.34, the Commission may, without further notice to Proposed 

Respondent, issue the attached Decision and Order containing an order to divest and 

providing for other relief in the disposition of the proceeding. 

10. When final, the Decision and Order and Order to Maintain Assets shall have the same 

force and effect and may be altered, modified, or set aside in the same manner and within 

the same time as provided by statute for other orders. The Decision and Order and Order 

to Maintain Assets shall become final upon service. Delivery of the Complaint, the 

Decision and Order and the Order to Maintain Assets to Proposed Respondent by any 

means provided in Commission Rule 4.4(a), 16 C.F.R. § 4.4(a), including without 

limitation, delivery to an office within the United States of Counsel for Proposed 

Respondent listed on this Consent Agreement, shall constitute service. Proposed 

Respondent waives any rights it may have to any other manner of service. Proposed 

Respondent also waives any rights it may otherwise have to service of any Appendices 

attached or incorporated by reference into the Decision and Order, if Proposed 

Respondent is already in possession of copies of such Appendices, and agrees that it is 

bound to comply with and will comply with the Decision and Order and the Order to 

Maintain Assets to the same extent as if it had been served with copies of such 

Appendices. 

11. The Complaint may be used in construing the terms of the Decision and Order and the 

Order to Maintain Assets, and no agreement, understanding, representation, or 

interpretation not contained in the Decision and Order, the Order to Maintain Assets, or 

the Consent Agreement may be used to vary or contradict the terms of the Decision and 

Order or the Order to Maintain Assets. 

12. By signing this Consent Agreement, Proposed Respondent represents and warrants that it 

can accomplish the full relief contemplated by the attached Decision and Order and that 

all parents, subsidiaries, affiliates, and successors necessary to effectuate the full relief 

contemplated by this Consent Agreement are parties to this Consent Agreement and are 

bound thereby as if it had signed this Consent Agreement and were made parties to this 

proceeding and to the Decision and Order. 

13. Proposed Respondent agrees that it shall interpret each Divestiture Agreement in a 

manner that is fully consistent with all of the relevant provisions and remedial purposes 

of the Decision and Order. 
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14. Proposed Respondent has read the draft of the Complaint, the Decision and Order, and 

the Order to Maintain Assets. Proposed Respondent understands that once the Decision 

and Order and Order to Maintain Assets have been issued, it will be required to file one 

or more compliance reports showing that it has fully complied with the Decision and 

Order and the Order to Maintain Assets. 

15. Proposed Respondent agrees to comply with the terms of the proposed Decision and 

Order and Order to Maintain Assets from the date it signs this Consent Agreement. 

Proposed Respondent further understands that it may be liable for civil penalties in the 

amount provided by law for each violation of the Decision and Order and of the Order to 

Maintain Assets after they become final. 
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SERVICE CORPORATION 

INTERNATIONAL

By: ______________________________ 

Gregory T. Sangalis 

Senior Vice President/General Counsel 

Service Corporation International 

Date: ______________ 

______________________________ 

David A. Clanton 

David J. Laing 

Baker & McKenzie 

Counsel for Service Corporation 

International 

FEDERAL TRADE COMMISSION

By: ______________________________ 

Goldie Veronica Walker 

Attorney 

Bureau of Competition 

APPROVED:

______________________________ 

Matthew J. Reilly 

Assistant Director 

Bureau of Competition 

______________________________ 

Richard A. Feinstein 

Director 

Bureau of Competition 

Date: ______________ 

______________________________ 

Norman A. Armstrong, Jr. 

Deputy Director 

Bureau of Competition 

Date: ____________________