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UNITED STATES OF AMERICA 

BEFORE FEDERAL TRADE COMMISSION 

______________________________________________________ 

 ) 

In the Matter of ) 

 ) 

SERVICE CORPORATION INTERNATIONAL ) File No. 1010013

 a corporation, ) 

 ) 

and ) 

 ) 

KEYSTONE NORTH AMERICA INC. ) 

 a corporation ) 

_____________________________________________________) 

AGREEMENT CONTAINING CONSENT ORDERS 

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

proposed acquisition by Service Corporation International of Keystone North America Inc., 

collectively the Proposed Respondents, and it now appearing that Proposed Respondents are 

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 Respondents, their duly authorized 

officers and attorneys, and counsel for the Commission that: 

1. Proposed Respondent Service Corporation International 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 77019. 

2. Respondent Keystone North America Inc. is a corporation organized, existing and doing 

business under and by virtue of the laws of Canada, with its registered and head office at 

Suite 2400, 250 Yonge Street, Toronto, Ontario, M5B 2M6. Respondent Keystone North 

America Inc. does business in the United States through its headquarters, which is 

located at 400 North Ashley Drive, Suite 1900, Tampa, Florida 33602. 

3. Proposed Respondents admit all the jurisdictional facts set forth in the draft Complaint 

here attached. 
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4. Proposed Respondents waive: 

a. Any further procedural steps; 

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

Separate and Maintain Assets, both attached hereto and made a part hereof, 

contain statements 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 Hold Separate and Maintain Assets 

entered pursuant to this Consent Agreement; and 

d. Any claim under the Equal Access to Justice Act. 

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

Complaint and Order to Hold Separate and Maintain Assets in this matter at any time 

after it accepts this Consent Agreement for public comment. 

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

Respondents, each Proposed Respondent shall submit an initial compliance report, 

pursuant to Section 2.33 of the Commission Rules, 16 C.F.R. § 2.33, and thereafter, shall 

submit a compliance report every thirty (30) days until the Order to Hold Separate and 

Maintain Assets becomes final. Each compliance report shall set forth in detail the 

manner in which the Proposed Respondent submitting such report has complied, is 

complying and will comply with the Consent Agreement, the Order to Hold Separate and 

Maintain Assets and the Decision and Order, and shall provide sufficient information and 

documentation to enable the Commission to determine independently that such Proposed 

Respondent is in compliance with the Consent Agreement and each of the Orders. Each 

compliance report shall be either verified by a notarized signature or sworn statement of 

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

submitting the report who is specifically authorized to perform this function; or selfverified 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, and any compliance reports filed pursuant to this Consent 

Agreement, shall not become part of the public record of the proceeding unless and until 

the Consent Agreement 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 

each Proposed Respondent, in which event the Commission will take such action as it 
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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 either Proposed Respondent that any law has been violated as alleged in 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 Hold Separate and 

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 Hold Separate and 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 Hold Separate and Maintain Assets shall become final 

upon service. Delivery of the Complaint, the Decision and Order and the Order to Hold 

Separate and Maintain Assets to a 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 the counsel for a Proposed Respondent identified on 

this Consent Agreement, shall constitute service. Proposed Respondents waive any 

rights they may have to any other manner of service. Proposed Respondents also waive 

any right they may otherwise have to service of any Appendices attached or incorporated 

by reference into the Decision and Order or Order to Hold Separate and Maintain Assets, 

if Proposed Respondents are already in possession of copies of such Appendices, and 

agree that each is bound to comply with and will comply with the Decision and Order 

and the Order to Hold Separate and 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 Hold Separate and Maintain Assets, and no agreement, understanding, 

representation, or interpretation not contained in the Decision and Order, the Order to 

Hold Separate and Maintain Assets, or the Consent Agreement may be used to vary or 

contradict the terms of the Decision and Order or the Order to Hold Separate and 

Maintain Assets. 

12. By signing this Consent Agreement, Proposed Respondents represent and warrant that 

they can fulfill all the terms of the Order to Hold Separate and Maintain Assets and 
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accomplish the full relief contemplated by the attached Decision and Order (including 

effectuating all required divestitures, assignments, and transfers) 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 or within the control of 

parties to this Consent Agreement. 

13. Proposed Respondents agree that they shall interpret each Divestiture Agreement, as that 

term is used in the Decision and Order, in a manner that is fully consistent with all of the 

relevant provisions and remedial purposes of the Decision and Order. 

14. Proposed Respondents have read the draft of the Complaint, the Decision and Order, and 

the Order to Hold Separate and Maintain Assets. Proposed Respondents understand that 

once the Decision and Order and Order to Maintain Assets have been issued, each 

Proposed Respondent will be required to file one or more compliance reports showing 

that such Respondent has fully complied with the Decision and Order and the Order to 

Hold Separate and Maintain Assets. 

15. Proposed Respondents agree to comply with the terms of the proposed Decision and 

Order and Order to Hold Separate and Maintain Assets from the date Respondents sign 

this Consent Agreement. Proposed Respondents further understand that each 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 Hold Separate and Maintain Assets after such Orders 

become final. 
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SERVICE CORPORATION 

INTERNATIONAL

By: ______________________________ 

Gregory T. Sangalis 

Senior Vice President, General 

Counsel, and Secretary 

Service Corporation International 

Date: ______________ 

______________________________ 

James R. Weiss 

K&L Gates LLP. 

Counsel for Service Corporation 

International 

KEYSTONE NORTH AMERICA INC.

By: ______________________________ 

Steven A. Tidwell 

President and CEO 

Keystone North America Inc. 

Date: ______________ 

______________________________ 

Alan D. Rutenberg 

Foley & Lardner LLP 

Counsel for Keystone North America 

Inc. 

FEDERAL TRADE COMMISSION 

By: ______________________________ 

Andrea Ryan 

Attorney 

Bureau of Competition 

APPROVED: 

By: ______________________________ 

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: ____________________