UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 22, 2012

                               

   EATON VANCE CORP.   

 (Exact name of registrant as specified in its charter)

Maryland

1-8100

04-2718215

(State or other jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

  of incorporation)

       Two International Place, Boston, Massachusetts

02110

  (Address of principal executive offices)

        (Zip Code)

Registrant’s telephone number, including area code:  (617) 482-8260

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐

Written communications 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))

INFORMATION INCLUDED IN THE REPORT

Item 2.02.

Results of Operations and Financial Condition

Registrant  has  reported  its results of  operations  for the three months ended January 31, 2012, as described in Registrant’s news release dated February 22, 2012, a copy of which is furnished herewith as Exhibit  99.1 and  incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

Exhibit No.

Document

99.1           

Press release issued by the Registrant dated February 22, 2012.

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SIGNATURES

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.

EATON VANCE CORP.

 (Registrant)

Date:

February 22, 2012

/s/ Robert J. Whelan

Robert J. Whelan, Chief Financial Officer

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EXHIBIT INDEX

Each exhibit is listed in this index according to the number assigned to it in the exhibit table set forth in Item 601 of Regulation S-K.  The following exhibit is filed as part of this Report:

Exhibit No.

Description

99.1            

Copy of Registrant's news release dated February 22, 2012.

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Exhibit 99.1

 

Contact:

Robert Whelan - 617.482.8260

rwhelan@eatonvance.com

Eaton Vance Corp.

Report for the Three Months Ended January 31, 2012

Boston, MA, February 22, 2012 – Eaton Vance Corp. (NYSE: EV) earned $0.47 of adjusted earnings per diluted share⁽¹⁾ in the first quarter of fiscal 2012, an increase of 4 percent over the $0.45 of adjusted earnings per diluted share in the first quarter of fiscal 2011 and unchanged from the $0.47 of adjusted earnings per diluted share in the fourth quarter of fiscal 2011.

As determined under U.S. generally accepted accounting principles (“GAAP”), the Company earned $0.40 in the first quarter of fiscal 2012, $0.30 in the first quarter of fiscal 2011 and $0.40 in the fourth quarter of fiscal 2011.  Adjusted earnings differed from GAAP earnings due to adjustments in connection with increases in the estimated redemption value of non-controlling interests in our affiliates redeemable at other than fair value, which totaled $0.07, $0.15 and $0.07 per diluted share in the first quarter of fiscal 2012, the first quarter of fiscal 2011 and the fourth quarter of fiscal 2011, respectively.

Net outflows of $1.1 billion from long-term funds and separate accounts in the first quarter of fiscal 2012 compare to net inflows of $1.8 billion in the first quarter of fiscal 2011 and net outflows of $2.7 billion in the fourth quarter of fiscal 2011.  

  

Assets under management on January 31, 2012 were $191.7 billion, unchanged from January 31, 2011 and an increase of 2 percent from the $188.2 billion of managed assets as of October 31, 2011.  

“Eaton Vance experienced sequentially improved net flows and a rising trend of managed assets in the first quarter of fiscal 2012,” said Thomas E. Faust, Jr., Chairman and Chief Executive Officer.  “For the balance of the year, we see both continuing challenges and growing opportunities.”

Comparison to First Quarter of Fiscal 2011

Long-term fund net outflows of $1.2 billion in the first quarter of fiscal 2012 compare to $1.4 billion of long-term fund net inflows in the first quarter of fiscal 2011, and reflect $6.9 billion of fund sales and other inflows and $8.1 billion of fund redemptions and other outflows.  The $0.4 billion of institutional separate account net outflows in the first quarter of fiscal 2012 compare to $0.5 billion of institutional separate account net inflows in the first quarter of fiscal 2011, and reflect gross inflows of $1.8 billion and $2.2 billion of outflows.  The $0.5 billion of high-net-worth separate account net inflows in the first quarter of fiscal 2012 compare to $0.2 billion of high-net-worth separate account net inflows in the first quarter of fiscal 2011, and reflect gross inflows of $1.0 billion and $0.5 billion of outflows.  Retail managed account gross inflows of $1.7 billion were offset by $1.7 billion of outflows in the first quarter of fiscal 2012, while

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retail managed account net outflows totaled $0.1 billion in the first quarter of fiscal 2011.  Attachments 4 and 5 summarize the Company’s assets under management and asset flows by investment mandate.

Revenue in the first quarter of fiscal 2012 decreased $13.0 million, or 4 percent, to $295.6 million from revenue of $308.6 million in the first quarter of fiscal 2011. Investment advisory and administration fees decreased 1 percent to $239.5 million, reflecting a slightly lower effective management fee rate as compared to the first quarter of fiscal 2011.  Distribution and underwriter fees decreased 18 percent due to a decrease in average fund assets to which distribution fees apply and a reduction in underwriter fees collected on Class A fund sales.  Service fee revenue decreased 14 percent due to a decrease in average fund assets subject to service fees.  

Operating expenses decreased $6.5 million, or 3 percent, to $202.8 million in the first quarter of fiscal 2012 compared to operating expenses of $209.3 million in the first quarter of fiscal 2011.  Compensation expense was substantially unchanged, as decreases in sales-based incentives offset compensation increases attributable to higher employee headcount and increases in base salaries, stock-based compensation and employee benefits.  Distribution expense was substantially unchanged from the prior fiscal year’s first quarter, as increases in Class C distribution expense were offset by lower marketing support payments.  Service fee expense decreased 8 percent from the prior fiscal year’s first quarter due to a decrease in assets subject to service fees.  Amortization of deferred sales commissions decreased 44 percent, as a result of declines in Class B, Class C and private fund amortization expense.  Fund expenses increased 46 percent from the first quarter of fiscal 2011 due to higher subadvisory expenses and fund subsidies.  Other expenses decreased 2 percent, reflecting lower information technology and professional service expenses.  

Operating income in the first quarter of fiscal 2012 was $92.8 million, a decrease of 7 percent from operating income of $99.3 million in the first quarter of fiscal 2011.  The Company’s operating margin declined to 31.4 percent in the first quarter of fiscal 2012 from 32.2 percent in the first quarter of fiscal 2011.

Interest and other income decreased 16 percent in the first quarter of fiscal 2012 compared to the first quarter of fiscal 2011 due to a decrease in average effective interest rates earned on the Company’s cash balances and lower interest and dividend income of consolidated funds.  In the first quarter of fiscal 2012, the Company recognized $6.4 million of net investment gains, including a $2.4 million gain related to the Company’s April 2011 sale of its equity interest in Lloyd George Management, for which additional settlement payments were received during the quarter, and gains recognized on the Company’s seed capital investments.  The Company recognized $0.7 million of net investment losses in the first quarter of fiscal 2011.  Also included in other income and expenses for the first quarter of fiscal 2012 were net gains of $6.0 million associated with a consolidated collateralized loan obligation (“CLO”) entity, primarily attributable to an increase in the fair market value of the investments held by the entity.  The CLO net gain included in other income and expenses was substantially offset by net gain attributable to non-controlling and other beneficial interests, as the consolidated CLO entity’s gain is largely attributable to the CLO entity’s outside investors rather than the Company.  Included in other income and expenses for the first quarter of fiscal 2011 were net gains of $0.3 million associated with the consolidation of the CLO entity, which amounts were again substantially offset by net gain attributable to non-controlling and other beneficial interests.  

The Company’s effective tax rate, calculated as a percentage of income before income taxes and equity in net income of affiliates, was 35.7 percent and 37.3 percent in the first quarter of fiscal 2012 and fiscal 2011, respectively.  

In the first quarter of fiscal 2012, net income attributable to non-controlling and other beneficial interests decreased $4.2 million from the first quarter of fiscal 2011, reflecting a $5.6 million increase in consolidated CLO entity gains attributable to other beneficial interest holders and a $0.3 million decrease in non-controlling beneficial interest associated with the Company’s majority-owned subsidiaries and consolidated funds.  Also included in non-controlling and other beneficial interests in the first quarter of fiscal 2012 and 2011 are $7.9 million and $19.1 million, respectively, of non-controlling interest value

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adjustments that relate to the profit growth of our subsidiary Parametric Portfolio Associates over the respective preceding twelve months ended December 31.

Adjusted net income attributable to Eaton Vance Corp. shareholders⁽²⁾ was $55.4 million in the first quarter of fiscal 2012 compared to $55.7 million in the first quarter of fiscal 2011, a decrease of 1 percent.  GAAP net income attributable to Eaton Vance Corp. shareholders was $47.3 million in the first quarter of fiscal 2012 and $37.5 million in the first quarter of fiscal 2011.  Adjusted net income attributable to Eaton Vance Corp. shareholders differed from GAAP net income attributable to Eaton Vance Corp. shareholders primarily due to the increases in the estimated redemption value of non-controlling interests in our subsidiary Parametric Portfolio Associates described in the preceding paragraph.  

Comparison to Fourth Quarter of Fiscal 2011

Long-term fund net outflows of $1.2 billion in the first quarter of fiscal 2012 compare to $3.1 billion of long-term fund net outflows in the fourth quarter of fiscal 2011. The $0.4 billion of institutional separate account net outflows in the first quarter of fiscal 2012 compare to institutional separate account net inflows of $0.5 billion in the fourth quarter of fiscal 2011.  The $0.5 billion of net inflows into high-net-worth separate accounts in the first quarter of fiscal 2012 compare to $0.1 billion of net inflows in the fourth quarter of fiscal 2011.  Retail managed account gross inflows of $1.7 billion were offset by $1.7 billion of outflows in the first quarter of fiscal 2012, while retail managed account net outflows totaled $0.2 billion in the fourth quarter of fiscal 2011.  Attachments 4 and 5 summarize the Company’s assets under management and asset flows by investment mandate.

Revenue in the first quarter of fiscal 2012 decreased $1.7 million, or 1 percent, to $295.6 million from $297.3 million in the fourth quarter of fiscal 2011. Investment advisory and administration fees were substantially unchanged, as average assets under management and effective management fee rates did not change materially.  Distribution and underwriter fees decreased 2 percent and service fee revenue decreased 3 percent due to a decrease in average fund assets that pay these fees.  

Operating expenses increased $10.1 million, or 5 percent, to $202.8 million in the first quarter of fiscal 2012 from $192.7 million in the fourth quarter of fiscal 2011.  Compensation expense increased 19 percent from the fourth quarter of fiscal 2011, reflecting increases in bonus accruals, stock-based compensation, employee benefits, payroll taxes and base salaries.  Distribution expense decreased 1 percent from the prior fiscal quarter due to decreases in marketing support payments, offset by increases in marketing expenses. Service fee expense decreased 5 percent due to a decrease in assets subject to service fees.  Amortization expense decreased 20 percent from the prior fiscal quarter as a result of declines in Class B, Class C and private fund amortization expense.  Fund expenses decreased 13 percent from the fourth quarter of fiscal 2011 due to a decrease in subadvisory fees and fund subsidies.  Other expenses decreased 4 percent from the fourth quarter primarily due to decreases in information technology expenses.

Operating income in the first quarter of fiscal 2012 was $92.8 million, a decrease of 11 percent from operating income of $104.6 million in the fourth quarter of fiscal 2011. The Company’s operating margin declined to 31.4 percent in the first quarter of fiscal 2012 from 35.2 percent in the fourth quarter of fiscal 2011.  

Interest and other income increased 481 percent in the first quarter of fiscal 2012 compared to the fourth quarter of fiscal 2011 due to an increase in interest and dividend income of consolidated funds. The $6.4 million of net investment gains recognized in the first quarter of fiscal 2012, which included the $2.4

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million gain related to the Lloyd George Management sale discussed above, compare to $2.5 million of net investment losses in the fourth quarter of fiscal 2011.  Also included in other income and expenses for the first quarter of fiscal 2012 and fourth quarter of fiscal 2011 were consolidated CLO entity net gains of $6.0 million and net losses of $11.4 million, respectively, that are primarily attributable to changes in the fair market value of investments held by the entity.  The net gains and losses of the consolidated CLO entity recognized in other income and expenses for the respective periods were substantially offset by gain and loss attributable to non-controlling and other beneficial interests.

The Company’s effective tax rate, calculated as a percentage of income before income taxes and equity in net income of affiliates, was 35.7 percent and 45.5 percent in the first quarter of fiscal 2012 and fourth quarter of fiscal 2011, respectively.  The decrease in the Company’s effective tax rate was due primarily to changes in the amount of consolidated CLO entity gains or losses recognized, which are not subject to current tax.

Net income attributable to non-controlling and other beneficial interests increased $18.8 million in the first quarter of fiscal 2012 from the prior quarter due primarily to a $17.4 million decrease in non-controlling beneficial interest associated with the consolidated CLO entity and a $2.2 million decrease in non-controlling beneficial interest associated with the Company’s majority-owned subsidiaries and consolidated funds.  Also included in net income attributable to non-controlling and other beneficial interests for the first quarter of fiscal 2012 and the fourth quarter of fiscal 2011 are non-controlling interest value adjustments of $7.9 million and $8.5 million relating to our subsidiaries Parametric Portfolio Associates and Atlanta Capital Management that are attributable to their profit growth over the twelve months ended December 31, 2011 and October 31, 2011, respectively.  

Adjusted net income attributable to Eaton Vance Corp. shareholders was $55.4 million in the first quarter of fiscal 2012 compared to $55.7 million in the fourth quarter, a decrease of 1 percent.  GAAP net income attributable to Eaton Vance Corp. shareholders was $47.3 million in the first quarter of fiscal 2012 and $46.8 million in the fourth quarter of fiscal 2011.  First quarter fiscal 2012 and fourth quarter fiscal 2011 adjusted net income attributable to Eaton Vance Corp. shareholders differed from GAAP net income attributable to Eaton Vance Corp. shareholders primarily due to the increases in the estimated redemption value of non-controlling interests in our subsidiaries Parametric Portfolio Associates and Atlanta Capital Management described in the preceding paragraph.  

Cash and cash equivalents totaled $475.4 million on January 31, 2012 compared to $510.9 million on October 31, 2011.  There were no outstanding borrowings against the Company’s $200.0 million credit facility on January 31, 2012.  During the first three months of fiscal 2012, the Company used $34.8 million to repurchase and retire approximately 1.4 million shares of its Non-Voting Common Stock under its repurchase authorization and paid $22.0 million of dividends to shareholders.  Over the twelve months ended January 31, 2012, the Company used $206.6 million to repurchase and retire approximately 7.9 million shares of its Non-Voting Common Stock and paid $85.9 million in dividends to shareholders.  Approximately 6.6 million shares of the current 8.0 million share repurchase authorization remains unused.

Eaton Vance Corp. is one of the oldest investment management firms in the United States, with a history dating back to 1924. Eaton Vance and its affiliates offer individuals and institutions a broad array of investment strategies and wealth management solutions.  The Company’s long record of providing exemplary service, timely innovation and attractive returns through a variety of market conditions has made Eaton Vance the investment manager of choice for many of today’s most discerning investors.  For more information about Eaton Vance, visit www.eatonvance.com.

This news release contains statements that are not historical facts, referred to as “forward-looking statements.”  The Company’s actual future results may differ significantly from those stated in any forward-looking statements, depending on factors such as changes in securities or financial markets or general economic conditions, client sales and redemption activity, the continuation of investment advisory, administration, distribution and service contracts, and other risks discussed from time to time in the Company’s filings with the Securities and Exchange Commission.

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									Attachment 1
Eaton Vance Corp.
Summary of Results of Operations
(in thousands, except per share figures)
(unaudited)
			Three Months Ended
									% Change		% Change
			January 31,		October 31,		January 31,		Q1 2012 to		Q1 2012 to
			2012		2011		2011		Q4 2011		Q1 2011
Revenues:
	Investment advisory and administration fees		$	239,452	$	239,751	$	242,734	-	%	(1)	%
	Distribution and underwriter fees			22,515		23,079		27,327	(2)		(18)
	Service fees			32,299		33,281		37,345	(3)		(14)
	Other revenue			1,340		1,212		1,208	11		11
		Total revenues		295,606		297,323		308,614	(1)		(4)
Expenses:
	Compensation of officers and employees			96,683		81,007		97,050	19		-
	Distribution expense			32,328		32,577		32,697	(1)		(1)
	Service fee expense			28,673		30,186		31,329	(5)		(8)
	Amortization of deferred sales commissions			5,820		7,277		10,350	(20)		(44)
	Fund expenses			6,651		7,635		4,544	(13)		46
	Other expenses			32,631		33,993		33,299	(4)		(2)
		Total expenses		202,786		192,675		209,269	5		(3)
Operating income				92,820		104,648		99,345	(11)		(7)
Other income (expense):
	Interest and other income			1,737		299		2,063	481		(16)
	Interest expense			(8,413)		(8,413)		(8,413)	-		-
	Net gains (losses) on investments and derivatives			6,430		(2,548)		(746)	NM		NM
	Net foreign currency gains			10		251		3	(96)		233
	Other income (expense) of consolidated
		collateralized loan obligation entity:
		Interest income		5,544		5,272		5,220	5		6
		Interest expense		(4,311)		(4,029)		(1,514)	7		185
		Net gains (losses) on bank loans, other investments
		and note obligations		4,736		(12,614)		(3,385)	NM		NM
Income before income taxes and equity
in net income of affiliates				98,553		82,866		92,573	19		6
Income taxes				(35,187)		(37,665)		(34,522)	(7)		2
Equity in net income of affiliates, net of tax				1,504		387		1,234	289		22
Net income				64,870		45,588		59,285	42		9
Net (income) loss attributable to
non-controlling and other beneficial interests				(17,599)		1,232		(21,750)	NM		(19)
Net income attributable to
Eaton Vance Corp. Shareholders			$	47,271	$	46,820	$	37,535	1		26
Earnings per share attributable to
Eaton Vance Corp. Shareholders:
	Basic		$	0.41	$	0.41	$	0.31	-		32
	Diluted		$	0.40	$	0.40	$	0.30	-		33
Weighted average shares outstanding:
	Basic			112,768		112,939		116,741	-		(3)
	Diluted			114,901		115,238		122,175	-		(6)
Dividends declared per share			$	0.19	$	0.19	$	0.18	-		6

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						Attachment 2
Eaton Vance Corp.
Reconciliation of net income attributable to Eaton Vance Corp. shareholders
and earnings per diluted share to adjusted net income attributable to Eaton Vance
Corp. shareholders and adjusted earnings per diluted share
(unaudited)
			Three Months Ended
			January 31,		October 31,		January 31,
(in thousands, except per share figures)			2012		2011		2011
	Net income attributable to Eaton Vance Corp. shareholders		$	47,271	$	46,820	$	37,535
	Non-controlling interest value adjustments			8,102		8,906		18,197
	Adjusted net income attributable to Eaton Vance
	Corp. shareholders		$	55,373	$	55,726	$	55,732
	Earnings per diluted share		$	0.40	$	0.40	$	0.30
	Non-controlling interest value adjustments			0.07		0.07		0.15
	Adjusted earnings per diluted share		$	0.47	$	0.47	$	0.45

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						Attachment 3
Eaton Vance Corp.
Balance Sheet
(in thousands, except per share figures)
(unaudited)
		January 31,				October 31,
		2012				2011
Assets
Cash and cash equivalents	$	475,370			$	510,913
Investment advisory fees and other receivables		126,885				130,525
Investments		333,404				287,735
Assets of consolidated collateralized loan obligation entity:
Cash and cash equivalents		16,832				16,521
Bank loans and other investments		472,933				462,586
Other assets		1,222				2,715
Deferred sales commissions		24,377				27,884
Deferred income taxes		44,768				41,343
Equipment and leasehold improvements, net		64,443				67,227
Intangible assets, net		65,225				67,224
Goodwill		142,302				142,302
Other assets		66,772				74,325
Total assets	$	1,834,533			$	1,831,300
Liabilities, Temporary Equity and Permanent Equity
Liabilities:
Accrued compensation	$	49,748			$	137,431
Accounts payable and accrued expenses		60,788				51,333
Dividend payable		22,023				21,959
Debt		500,000				500,000
Liabilities of consolidated collateralized loan obligation entity:
Senior and subordinated note obligations		480,345				477,699
Other liabilities		6,777				5,193
Other liabilities		118,979				75,557
Total liabilities		1,238,660				1,269,172
Commitments and contingencies
Temporary Equity:
Redeemable non-controlling interests		118,494				100,824
Total temporary equity		118,494				100,824
Permanent Equity:
Voting common stock, par value $0.00390625 per share:
Authorized, 1,280,000 shares
Issued, 399,240 and 399,240 shares, respectively		2				2
Non-voting common stock, par value $0.00390625 per share:
Authorized, 190,720,000 shares
Issued, 115,435,234 and 115,223,827 shares, respectively		451				450
Notes receivable from stock option exercises		(4,118)				(4,441)
Accumulated other comprehensive income		2,003				1,340
Appropriated retained earnings (deficit)		1,124				(3,867)
Retained earnings		477,152				466,931
Total Eaton Vance Corp. shareholders' equity		476,614				460,415
Non-redeemable non-controlling interests		765				889
Total permanent equity		477,379				461,304
Total liabilities, temporary equity and permanent equity	$	1,834,533			$	1,831,300

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							Attachment 5
Eaton Vance Corp.
Table 4
Asset Flows by Investment Mandate (in millions) (unaudited)
		Three Months Ended
		January 31,			October 31,			January 31,
		2012			2011			2011
Equity fund assets - beginning of period		$	53,860		$	59,644		$	58,434
	Sales/inflows		2,752			2,300			4,178
	Redemptions/outflows		(4,216)			(3,911)			(4,142)
	Exchanges		(19)			(34)			66
	Market value change		1,392			(4,139)			2,813
	Net change		(91)			(5,784)			2,915
Equity assets - end of period		$	53,769		$	53,860		$	61,349
Fixed income fund assets - beginning of period			27,472			27,551			29,412
	Sales/inflows		1,662			1,605			1,678
	Redemptions/outflows		(1,604)			(1,597)			(2,577)
	Exchanges		51			98			(229)
	Market value change		1,009			(185)			(1,691)
	Net change		1,118			(79)			(2,819)
Fixed income assets - end of period		$	28,590		$	27,472		$	26,593
Floating-rate income fund assets -  beginning of
	period		20,156			21,494			16,128
	Sales/inflows		1,401			1,359			1,967
	Redemptions/outflows		(1,202)			(2,098)			(561)
	Exchanges		(8)			(129)			118
	Market value change		(168)			(470)			251
	Net change		23			(1,338)			1,775
Floating-rate income assets - end of period		$	20,179		$	20,156		$	17,903
Alternative fund assets -  beginning of period			10,217			11,287			10,004
	Sales/inflows		1,090			930			1,812
	Redemptions/outflows		(1,091)			(1,689)			(1,003)
	Exchanges		(38)			(4)			(20)
	Market value change		(52)			(307)			92
	Net change		(91)			(1,070)			881
Alternative assets - end of period		$	10,126		$	10,217		$	10,885
Long-term fund assets - beginning of period			111,705			119,976			113,978
	Sales/inflows		6,905			6,194			9,635
	Redemptions/outflows		(8,113)			(9,295)			(8,283)
	Exchanges		(14)			(69)			(65)
	Market value change		2,181			(5,101)			1,465
	Net change		959			(8,271)			2,752
Total long-term fund assets - end of period		$	112,664		$	111,705		$	116,730

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Separate accounts - beginning of period			75,830			78,239			70,126
	Institutional account inflows		1,824			2,954			2,184
	Institutional account outflows		(2,215)			(2,453)			(1,713)
	High-net-worth account inflows		1,021			598			798
	High-net-worth account outflows		(552)			(494)			(642)
	Retail managed account inflows		1,746			1,318			1,584
	Retail managed account outflows		(1,736)			(1,556)			(1,715)
	Exchanges and reclassifications		-			-			3
	Market value change		2,591			(2,776)			3,686
	Net change		2,679			(2,409)			4,185
Separate accounts - end of period		$	78,509		$	75,830		$	74,311
Cash management fund assets - end of period			533			669			703
Total assets under management -
	end of period	$	191,706		$	188,204		$	191,744

Footnotes

¹⁽⁾ Adjusted earnings per diluted share reflects the add back of adjustments in connection with changes in the estimated redemption value of non-controlling interests in our affiliates redeemable at other than fair value (“non-controlling interest value adjustments”), closed-end structuring fees and other items management deems non-recurring or non-operating.  See reconciliation provided in Attachment 2 for more information on adjusting items.

2 ⁽²⁾ Adjusted net income attributable to Eaton Vance Corp. shareholders reflects the add back of adjustments in connection with changes in the estimated redemption value of non-controlling interests in our affiliates redeemable at other than fair value, closed-end structuring fees and other items management deems non-recurring or non-operating.  See reconciliation provided in Attachment 2 for more information on adjusting items.

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