¨	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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I.	Another year of record financial performance in 2013, consistent with our annual Good To Great theme of Carriage Services 2013 - Raising the Standard - ALL IN!

•	Total Revenue of $214.0 million, an increase of 7.3%;

•	Non-GAAP Adjusted Consolidated EBITDA of $56.1 million, an increase of 5.8%;

•	Non-GAAP Basic Earnings Per Share of $1.00, an increase of 23.5%; and

•	Non-GAAP Free Cash Flow of $33.2 million, an increase of 60.0%.

II.	Agreement to acquire six businesses from SCI

•	Enter two new large strategic markets, New Orleans and Washington, D.C.;

•	Four businesses in New Orleans and two in Alexandria, VA; and

•	Subject to FTC approval, such approval and closing expected early in the second quarter.

III.	Financing Strategy and Execution Timeframe

•	Plan developed with Bank of America, agent for our Bank Group, to expand our existing Revolving Credit Facility and extend our Bank Term Loan simultaneously with closing of SCI divestitures; and

•	Plan developed to refinance the TIDES Convertible Security with a new Convertible Issue in conjunction with refinancing of Bank Revolving Credit and Term Loan Facilities.

IV.	Increased Revenue Growth and Earning Power Outlook for 2014 and 2015

•	Strong pipeline of quality independent acquisition candidates, creating visibility of an acceleration of revenue and earnings over the next two full years;

•	Full year 2014 Outlook range of $231 - $235 million Revenue and Adjusted Basic EPS of $1.18 - $1.22;

•	Full year 2015 Outlook range of $254 - $262 million Revenue and Adjusted Basic EPS of $1.42 - $1.48;

•	Full Year Outlooks are not “precisely wrong management estimates,” but rather “roughly right performance ranges” that will be updated with Rolling Four Quarter Outlooks as we move through these two years.

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V.	Dave DeCarlo joins Bill Heiligbrodt and Mel Payne as Executive Officer Leadership Team

•	Bill, Dave and Mel will comprise new Operations and Strategic Growth Executive Committee;

•	Bill heads Treasury and Finance, Accounting and Reporting, Legal, Investor Relations; and

•	Dave heads Strategic and Corporate Development, Supply and Project Development, Operations Support including IT and HR, with a special focus on challenges and opportunities.

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•	Total Field Revenue increased 7.3% to $214.0 million;

•	Total Field EBITDA increased 7.0% to $84.6 million;

•	Total Field EBITDA Margin decreased 20 basis points to 39.5%;

•	Total Funeral Operating Revenue increased 7.2% to $154.7 million;

•	Same Store Funeral Revenue increased 0.2% with same store volume increasing 1.6%;

•	Acquisition Funeral Revenue increased 39.1% with acquisition volume increasing 28.9%;

•	Total Funeral Field EBITDA Margin decreased 150 basis points to 35.9%;

•	Total Cemetery Operating Revenue increased 5.7% to $40.5 million;

•	Cemetery pre-need property sale contracts increased 11.7% to 7,020;

•	Preneed property revenue recognized increased 10.8% and At-need revenue increased 6.5%;

•	Total Cemetery Field EBITDA Margin increased 320 basis points to 28.9%;

•	Total Financial Revenue increased 12.1% to $18.8 million;

•	Funeral Financial Revenue increased 21.3% to $9.3 million;

•	Cemetery Financial Revenue increased 4.4% to $9.5 million;

•	Total Financial EBITDA Margin increased 100 basis points to 92.3%.

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•	Increases in Acquired Funeral Revenue and Acquired Funeral Field EBITDA;

•	Increases in Acquired Cemetery Revenue and Acquired Cemetery Field EBITDA;

•	Modest increases in Same Store Funeral Revenue and Same Store Funeral Field EBITDA;

•	Increases in Same Store Cemetery Revenue and Same Store Cemetery Field EBITDA;

•	Increases in Financial Revenue and Financial EBITDA from trust funds; and

•	Reduced interest expense in conjunction with the fourth amendment to our bank credit facilities and the refinancing of our $90 million 7% convertible subordinated debentures.

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(2)	The 80/20 Benchmark is 80% weighted to the High Yield Index and 20% weighted to the S&P 500 Stock Index.

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•	Adjusted Net Income is defined as net income from continuing operations plus adjustments for special items and other non-recurring expenses or credits.

•	Consolidated EBITDA is defined as net income from continuing operations before income taxes, interest expenses, non-cash stock compensation, depreciation and amortization, and interest income and other, net.

•	Adjusted Consolidated EBITDA is defined as Consolidated EBITDA plus adjustments for special items and non-recurring expenses or credits.

•	Free Cash Flow is defined as net cash provided by operations less cash for maintenance capital expenditures.

•	Funeral Field EBITDA is defined as Funeral Gross Profit less depreciation and amortization, regional and unallocated overhead expenses and net financial income.

•	Cemetery Field EBITDA is defined as Cemetery Gross Profit less depreciation and amortization, regional and unallocated overhead expenses and net financial income.

•	Financial EBITDA is defined as Financial Revenue less Financial expenses.

•	Total Field EBITDA is defined as Gross Profit less depreciation and amortization, regional and unallocated overhead expenses.

•	Special Items is defined as charges or credits that are non-GAAP yet can be non-recurring such as withdrawable trust income, acquisition and divestiture expenses, litigation settlements, severance costs, loss on early retirement of debt and other costs, discrete tax items and other non-recurring amounts.

•	Adjusted Basic Earnings Per Share is defined as GAAP Basic Earnings Per Share, adjusted for special items.

•	Adjusted Diluted Earnings Per Share is defined as GAAP Diluted Earnings Per Share, adjusted for special items.

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•	the execution of our Standards Operating Model;

•	changes in the number of deaths in our markets;

•	changes in consumer preferences;

•	ability to find and retain skilled personnel;

•	the effects of competition;

•	the investment performance of our funeral and cemetery trust funds;

•	fluctuations in interest rates;

•	our ability to obtain debt or equity financing on satisfactory terms to fund additional acquisitions, expansion projects, working capital requirements and the repayment or refinancing of indebtedness;

•	death benefits related to preneed funeral contracts funded through life insurance contracts;

•	our ability to generate preneed sales;

•	the financial condition of third-party insurance companies that fund our preneed funeral contracts;

•	increased or unanticipated costs, such as insurance or taxes;

•	effects of the application of applicable laws and regulations, including changes in such regulations or the interpretation thereof;

•	consolidation of the deathcare industry; and

•	other factors and uncertainties inherent in the deathcare industry.