Item 1.01 Entry into a Material Definitive Agreement

On May 24, 2021, Service Corporation International (the "Company") issued $800 million aggregate principal amount of 4.000% Senior Notes due 2031 (the "Notes"), pursuant to the Senior Indenture dated as of February 1, 1993, between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New York, as trustee (the "Indenture"), as supplemented by the Eighteenth Supplemental Indenture dated as of May 24, 2021, among the Company, The Bank of New York Mellon Trust Company, N.A., as original trustee and BOKF, NA, as series trustee (the "Supplemental Indenture"). The Company will use net proceeds from the offering to fund the redemption of all of its outstanding 8.000% Senior Notes due 2021, repay the outstanding loans under its revolving credit facility and pay related fees, interest and expenses. The Company intends to use any remaining net proceeds for general corporate purposes.

A copy of the Indenture, the Supplemental Indenture and the form of note representing the Notes are attached as Exhibit 4.1, 4.2 and 4.3, respectively, and are incorporated herein by reference.

Item 8.01 Other Information

On May 24, 2021, the Company issued a press release announcing the closing of the offering. The press release relating to the closing is attached as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) The following exhibits are included with this report:





Exhibit No.       Description

4.1                 Senior Indenture dated as of February 1, 1993, between Service
                  Corporation International and The Bank of New York Mellon Trust
                  Company, N.A., as successor to The Bank of New York, as trustee
                  (incorporated by reference to Exhibit 4.1 to Form S-4 filed
                  September 2, 2004 (File No. 333-118763))

4.2                 Eighteenth Supplemental Indenture dated as of May 24, 2021,
                  among Service Corporation International, The Bank of New York
                  Mellon Trust Company, N.A., as successor to The Bank of New York,
                  as original trustee and BOKF, NA, as series trustee

4.3                 Form of 4.000% Senior Notes due 2031 (included in Exhibit 4.2)


5.1                 Opinion of Shearman & Sterling LLP

23.1                Consent of Shearman & Sterling LLP (included in Exhibit 5.1)

99.1                Press Release dated May 24, 2021, in respect of the settlement
                  of the Notes

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document)

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

May 24, 2021



 By: /s/ Eric D. Tanzberger
 Eric D. Tanzberger
 Senior Vice President
 Chief Financial Officer

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