Service Corporation International

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IN THE MATTER OF SERVICE CORPORATION INTERNATIONAL AND STEWART ENTERPRISES, INC.

Docket No. C-4423. Order, December 17, 2014 Letter approving application to divest Lassila Funeral Chapel in Auburn, California to Claney Oatmeyer Semenyuk, Inc. LETTER ORDER APPROVING DIVESTITURE OF CERTAIN ASSETS Amanda Wait, Esq.

Hunton & Williams LLP Re: In the Matter of Service Corporation International and Stewart Enterprises, Inc., Docket No. C-4423 Dear Ms. Wait:

This is in reference to the Petition For Approval of Proposed Divestiture filed by Service Corporation International (“SCI”) and received on October 23, 2014 (“Petition”). Pursuant to the Decision and Order in Docket No. C-4423 (“Order”), SCI requests prior Commission approval of its proposal to divest certain funeral home assets to Claney Oatmeyer Semenyuk, Inc. (“COS).

After consideration of the Petition and other available information, the Commission has determined to approve the proposed divestiture as set forth in the Petition. In according its approval, the Commission has relied upon the information submitted and the representations made by SCI and COS in connection with the Petition and has assumed them to be accurate and complete.

This letter also responds to the Petition for Extension of Time (“Petition for Extension”) filed by SCI on October 27, 2014, pursuant to Commission Rule 4.3(b), 16 C.F.R. § 4.3(b). Under the Order, SCI was required to complete the divestitures no later than 180 days after the Commission issued the Order, or by SERVICE CORPORATION INTERNATIONAL 1161 Interlocutory Orders, Etc.

October 27, 2014. Rule 4.3(b) provides that “the Commission, for good cause shown, may extend any time limit prescribed by the rules in this chapter or order of the Commission.” Under applicable precedent, SCI has the burden of demonstrating good cause, and granting an extension of time rests in the discretion of the Commission.

After consideration of SCI’s request, the Commission has determined to grant the Petition for Extension and extend the time in which SCI must complete the divestitures required by the Order to no later than December 29, 2014. SCI has shown that it began its divestiture efforts immediately upon reaching the consent agreement with the Commission staff, that it has acted diligently throughout the entire divestiture period and in close communication with the Commission staff, and that the delays in completing negotiations were not due to unreasonable demands or other unreasonable conduct by SCI.

By direction of the Commission.

VOLUME 158 Interlocutory Orders, Etc.