SERVICE CORP INTERNATIONAL
For the period ended Dec 31, 2023. Filed Feb 13, 2024.
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FY2023 · Filed Feb 13, 2024
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Note
- Income Taxes
The provision or benefit for income taxes includes U.S. federal income taxes (determined on a consolidated return basis), foreign income taxes, and state income taxes.
We actively participate in tax credit equity investments for projects eligible to receive renewable energy credits. These investments, accounted for under the equity method, are recorded in Deferred charges and other assets, net of reserveson our Consolidated Balance Sheet. Upon realization, tax credits associated with these investments are recognized as a reduction of tax expense. This reduction is offset by amortization of the investment in proportion to the tax benefits received during the period under the proportional amortization method. During 2023, we recognized investment tax credits totaling $11.6 million and amortized the equity investment by $11.5 million to reflect the realization of these benefits. This amortization is reflected within the Provision for income taxes in the Consolidated Statement of Operations.
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Income before income taxes was composed of the following components:
| Years Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| (In thousands) | |||
| United States | $664,745 | $703,131 | $994,632 |
| Foreign | 43,861 | 52,497 | 50,868 |
| Total income before income taxes | $708,606 | $755,628 | $1,045,500 |
Income tax provision consisted of the following:
| Years Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| (In thousands) | |||
| Current: | |||
| United States | $(30,832) | $139,132 | $194,545 |
| Foreign | 14,989 | 14,486 | 14,088 |
| State | (4,728) | 32,505 | 39,452 |
| Total current income taxes | (20,571) | 186,123 | 248,085 |
| Deferred: | |||
| United States | $155,677 | $(59) | $(3,543) |
| Foreign | (1,999) | 780 | (5,492) |
| State | 37,838 | 2,750 | 3,198 |
| Total deferred income taxes | 191,516 | 3,471 | (5,837) |
| Total income taxes | $170,945 | $189,594 | $242,248 |
We made income tax payments of $85.5 million, $183.7 million, and $270.2 million in 2023, 2022, and 2021, respectively, and received refunds of $1.7 million, $4.2 million, and $4.7 million, respectively.
The differences between the U.S. federal statutory income tax rate and our effective tax rate were as follows:
| Years Ended December 31, | |||
|---|---|---|---|
| 2023 | 2022 | 2021 | |
| (In thousands) | |||
| Computed tax provision at the applicable federal statutory income tax rate | $148,807 | $158,682 | $219,555 |
| State and local taxes, net of federal income tax benefits | 27,041 | 28,817 | 35,045 |
| Foreign jurisdiction differences | 3,756 | 3,976 | 3,041 |
| Permanent differences associated with divestitures | 47 | 200 | 400 |
| Changes in uncertain tax positions and audit settlements | 110 | 53 | 51 |
| Foreign valuation allowance, net of federal income tax benefits | — | — | (4,155) |
| Excess tax benefit from share-based compensation | (8,406) | (8,918) | (12,476) |
| Other | (410) | 6,784 | 787 |
| Provision for income taxes | $170,945 | $189,594 | $242,248 |
| Total consolidated effective tax rate | 24.1% | 25.1% | 23.2% |
The 2023 consolidated effective tax rate was 24.1%, compared to 25.1% in 2022. The lower effective tax rate in 2023 was primarily due to non-taxable gains on the cash surrender value of certain life insurance policies.
FORM 10-K 61
PART II
Deferred taxes are determined based on differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates. The tax effects of temporary differences and carryforwards that give rise to significant portions of deferred tax assets and liabilities consisted of the following:
| Years Ended December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (In thousands) | ||
| Inventories and cemetery property | $(196,887) | $(201,795) |
| Deferred incremental direct selling costs | (104,686) | (99,377) |
| Property and equipment | (177,411) | (181,029) |
| Intangibles | (207,727) | (204,010) |
| Deferred revenue on preneed funeral and cemetery contracts | (80,178) | — |
| Other | (5,746) | (5,313) |
| Deferred tax liabilities | (772,635) | (691,524) |
| Loss and tax credit carryforwards | 127,796 | 137,785 |
| Deferred revenue on preneed funeral and cemetery contracts | — | 153,479 |
| Accrued liabilities | 122,887 | 80,069 |
| Deferred tax assets | 250,683 | 371,333 |
| Less: valuation allowance | (108,834) | (118,939) |
| Net deferred income tax liability | $(630,786) | $(439,130) |
Deferred tax assets and deferred income tax liabilities are recognized in our Consolidated Balance Sheet as follows:
| Years Ended December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (In thousands) | ||
| Non-current deferred tax assets - included in Deferred charges and other assets, net | $7,320 | $5,910 |
| Non-current deferred tax liabilities - included in Deferred tax liability | (638,106) | (445,040) |
| Net deferred income tax liability | $(630,786) | $(439,130) |
As of December 31, 2023, foreign withholding taxes have not been provided on the estimated $247.6 million of undistributed earnings and profits (E&P) of our foreign subsidiaries as we intend to permanently reinvest these foreign E&P in the respective businesses outside the U.S. However, if we were to repatriate such foreign E&P, the foreign withholding tax liability is estimated to be $12.8 million. Additionally, if we were to repatriate E&P in excess of our previously taxed income under the Tax Cuts and Jobs Act of 2017, such excess repatriation may cause us to incur an additional U.S. federal income tax of approximately $7.7 million related to our hybrid debt structure between Canada and the United States that was eliminated in 2022.
The following table summarizes the activity related to our gross unrecognized tax benefits from January 1, 2021 to December 31, 2023 (in thousands):
| Federal, State, and Foreign Tax | |
|---|---|
| (In thousands) | |
| Balance at December 31, 2020 | $1,348 |
| Reduction to tax positions related to prior years | — |
| Balance at December 31, 2021 | $1,348 |
| Reductions to tax positions related to prior years | — |
| Balance at December 31, 2022 | $1,348 |
| Reductions to tax positions related to prior years | — |
| Balance at December 31, 2023 | $1,348 |
Our total unrecognized tax benefits that, if recognized, would affect our effective tax rates were $1.3 million as of December 31, 2023, 2022 and 2021.
We include potential accrued interest and penalties related to unrecognized tax benefits within our income tax provision account. We have accrued $1.0 million, $0.9 million, and $0.8 million for the payment of interest, net of tax benefits, and
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penalties as of December 31, 2023, 2022 and 2021, respectively. We recorded an increase of interest and penalties of $0.1 million for each of the years ended December 31, 2023, 2022 and 2021, respectively. To the extent interest and penalties are not assessed with respect to uncertain tax positions or the uncertainty of deductions in the future, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision.
We file income tax returns, including tax returns for our subsidiaries, with federal, state, local, and foreign jurisdictions. We consider the United States to be our most significant jurisdiction; however, all tax returns are subject to routine compliance review by the taxing authorities in the jurisdictions in which we file tax returns in the ordinary course of business.
The federal statutes of limitations have expired for all tax years prior to 2020, and we are not currently under audit by the IRS. However, pursuant to the 2017 Tax Cuts and Jobs Act, the statute of limitations on the transition tax for the 2017 tax year does not expire until 2024. Various state jurisdictions are auditing years 2013 through 2021. There are currently no federal or provincial audits in Canada; however, years subsequent to 2017 remain open and could be subject to examination. We believe that it is reasonably possible that the recorded amount of gross unrecognized tax benefits may decrease by $1.3 million within the next twelve months as a result of concluding various state tax matters.
Various subsidiaries have federal, state, and foreign loss carryforwards in the aggregate of $2.5 billion with expiration dates through 2041. Such loss carryforwards will expire as follows:
| Federal · State · Foreign · Total | ||||
|---|---|---|---|---|
| (In thousands) | ||||
| 2024 | $— | $160,355 | $346 | $160,701 |
| 2025 | — | 321,190 | 471 | 321,661 |
| 2026 | — | 368,207 | 957 | 369,164 |
| 2027 | — | 189,465 | 1,798 | 191,263 |
| Thereafter | — | 1,423,484 | 3,824 | 1,427,308 |
| Total loss carryforwards | $— | $2,462,701 | $7,396 | $2,470,097 |
In addition to the above loss carryforwards, we have $2.2 million of foreign alternative minimum tax credits that can be carried forward indefinitely.
In assessing the usefulness of deferred tax assets, we consider whether it is more likely than not that some portion or all of the net deferred tax assets will not be realized. The future realization of net deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. During 2023, we recorded a net $10.1 million decrease in our valuation allowance primarily driven by utilization and expiration of state net operating losses, along with legislative changes in certain states. The valuation allowances can be affected in future periods by changes to tax laws, changes to statutory tax rates, and changes in estimates of future taxable income.
At December 31, 2023, our loss and tax credit carryforward deferred tax assets and related valuation allowances by jurisdiction are as follows (presented net of federal benefit).
| Federal | State | Foreign | Total | |
|---|---|---|---|---|
| (In thousands) | ||||
| Loss and tax credit carryforwards | $— | $122,796 | $5,000 | $127,796 |
| Valuation allowance | $— | $94,135 | $14,699 | $108,834 |
FORM 10-K 63
PART II
- Debt
The components of Debt are:
| Years Ended December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| (In thousands) | ||
| 7.500% Senior Notes due April 2027 | $137,424 | $138,274 |
| 4.625% Senior Notes due December 2027 | 550,000 | 550,000 |
| 5.125% Senior Notes due June 2029 | 750,000 | 750,000 |
| 3.375% Senior Notes due August 2030 | 850,000 | 850,000 |
| 4.000% Senior Notes due May 2031 | 800,000 | 800,000 |
| Term Loan due May 2024 | — | 536,250 |
| Term Loan due January 2028 | 658,125 | — |
| Bank Credit Facility due May 2024 | — | 570,000 |
| Bank Credit Facility due January 2028 | 790,000 | — |
| Obligations under finance leases | 132,039 | 120,837 |
| Mortgage notes and other debt, maturities through 2050 | 80,696 | 66,248 |
| Unamortized debt issuance costs | (35,788) | (39,865) |
| Total debt | $4,712,496 | $4,341,744 |
| Less: Current maturities of long-term debt | (63,341) | (90,661) |
| Total long-term debt | $4,649,155 | $4,251,083 |
Current maturities of debt at December 31, 2023 include amounts due under our term loan, mortgage notes and other debt, and finance leases within the next year as well as the portion of unamortized debt issuance costs expected to be recognized in the next twelve months.
Approximately 69% and 72% of our total debt had a fixed interest rate at December 31, 2023 and 2022, respectively.
The components of our weighted average interest rate are as follows:
| Years Ended December 31, | ||
|---|---|---|
| 2023 | 2022 | |
| Fixed Debt | 4.35% | 4.32% |
| Floating Debt | 7.44% | 2.95% |
| Total Debt | 5.29% | 4.00% |
The following table summarizes the aggregate maturities of our debt for the five years subsequent to December 31, 2023 and thereafter, excluding unamortized premiums and debt issuance costs (in thousands):
| 2024 | $63,341 |
| 2025 | 75,158 |
| 2026 | 52,500 |
| 2027 | 748,287 |
| 2028 | 1,349,969 |
| 2029 and thereafter | 2,423,241 |
| Total debt maturities | $4,712,496 |
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Bank Credit Agreement
In January 2023, we amended our $1.650 billion credit agreement due May 2024 to enter into a new $2.175 billion bank credit agreement due January 2028 with a syndicate of banks. The $2.175 billion bank credit agreement comprises a $1.5 billion Bank Credit Facility, including a sublimit of $100.0 million for letters of credit and a $675.0 million Term Loan, both due January 2028. As a result of the new agreement, at closing, there was a net $138.8 million increase in our outstanding Term Loan balance and a $155.0 million decrease in our outstanding Bank Credit Facility balance.
The bank credit agreement provides us with flexibility for working capital, if needed, and is guaranteed by a majority of our domestic subsidiaries. The subsidiary guaranty is a guaranty of payment of the outstanding amount of the total lending commitment, including letters of credit. The bank credit agreement contains a maximum leverage ratio financial covenant and certain dividend and share repurchase restrictions. As of December 31, 2023, we are in compliance with all of our debt covenants. At December 31, 2023, we issued $39.1 million of letters of credit and pay a quarterly fee on the unused commitment, which was 0.20%. As of December 31, 2023, we have $670.9 million in borrowing capacity under the facility.
As of December 31, 2022, we issued $33.5 million of letters of credit.
Subsequent to December 31, 2023, we decreased our outstanding borrowings by $40.0 million to $750.0 million under our Bank Credit Facility due January 2028.
Debt Issuances and Additions
During the year ended December 31, 2023, we issued or added $957.4 million of debt including:
$284.1 million in proceeds from certain banks in our Term Loan;
$600.0 million on our Bank Credit Facility due January 2028;
$44.3 million in proceeds from certain banks in our Bank Credit Facility;
$10.0 million on our Bank Credit Facility due May 2024; and
$19.0 million in other debt.
Net proceeds from newly issued debt during the year ended December 31, 2023 were used to pay down our Bank Credit Facility due May 2024, our Term Loan due May 2024, and for general corporate purposes. These transactions resulted in additional debt issuance costs of $7.5 million.
During the year ended December 31, 2022, we drew $465.0 million on our Bank Credit Facility due May 2024 and issued $19.0 million in other debt primarily for general corporate purposes.
Debt Extinguishments and Reductions
During the year ended December 31, 2023, we made aggregate debt payments of $603.2 million for scheduled and early extinguishment payments including:
$235.0 million in aggregate principal of our Bank Credit Facility due January 2028;
$199.3 million in aggregate principal payments to certain banks in our Bank Credit Facility due May 2024;
$145.3 million in aggregate principal payments to certain banks in our Term Loan due May 2024;
$16.9 million in aggregate principal of our Term Loan due January 2028;
$0.9 million in aggregate principal of our 7.5% Senior Notes due April 2027 repurchased in the open market;
$0.5 million of premiums paid on early extinguishment; and
$5.3 million in other debt.
Certain of the above transactions resulted in the recognition of a loss of $1.1 million recorded in Losses on early extinguishment of debt, net in our Consolidated Statement of Operations for the year ended December 31, 2023.
During the year ended December 31, 2022, we made aggregate debt payments of $101.9 million for scheduled and early extinguishment payments including:
$50.0 million in aggregate principal of our Bank Credit Facility due May 2024;
$32.5 million in aggregate principal of our Term Loan due May 2024;
$14.4 million in aggregate principal of 7.5% Senior Notes due April 2027 repurchased on the open market;
$1.2 million of premiums paid on early extinguishment; and
$3.8 million in other debt.
FORM 10-K 65
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Certain of the above transactions resulted in the recognition of a loss of $1.2 million recorded in Losses on early extinguishment of debt, net in our Consolidated Statement of Operations for the year ended December 31, 2022.
Additional Debt Disclosures
At December 31, 2023 and 2022, we had deposits of $0.7 million and $0.5 million, respectively, in restricted, interest-bearing accounts that were pledged as collateral for various credit instruments and commercial commitments. These deposits are included in Other current assets and Deferred charges and other assets, net in our Consolidated Balance Sheet.
We had assets of approximately $75.3 million and $59.8 million pledged as collateral for the mortgage notes and other debt at December 31, 2023 and 2022, respectively.
Cash interest payments for the three years ended December 31 were as follows (in thousands):
| Payments in 2023 | $230,551 |
|---|---|
| Payments in 2022 | $164,222 |
| Payments in 2021 | $142,145 |
Expected cash interest payments on our existing long-term debt for the five years subsequent to December 31, 2023 and thereafter are as follows (in thousands):
| Payments in 2024 | $250,870 |
|---|---|
| Payments in 2025 | 249,148 |
| Payments in 2026 | 247,603 |
| Payments in 2027 | 237,673 |
| Payments in 2028 | 104,679 |
| Payments in 2029 and thereafter | 145,087 |
| Total expected cash interest payments | $1,235,060 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.