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EV > SEC Filings for EV > Form 10-K on 21-Dec-2012All Recent SEC Filings

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Form 10-K for EATON VANCE CORP


21-Dec-2012

Annual Report


Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

General

Our principal business is managing investment funds and providing investment management and advisory services to high-net-worth individuals and institutions. Our core strategy is to develop and sustain management expertise across a range of investment disciplines and to offer leading investment products and services through multiple distribution channels. In executing this strategy, we have developed broadly diversified investment management capabilities and a powerful marketing, distribution and customer service organization. Although we manage and distribute a wide range of investment products and services, we operate in one business segment, namely as an investment adviser to funds and separate accounts.

We are a market leader in a number of investment areas, including tax-managed equity, value equity, equity income, structured emerging market equity, floating-rate bank loan, municipal bond, investment grade, global and high-yield bond investing. Our breadth of investment management capabilities supports a wide range of products and services offered to fund shareholders, retail managed account investors, institutional investors and high-net-worth clients. Our equity strategies encompass a diversity of investment objectives, risk profiles, income levels and geographic representation. Our income investment strategies cover a broad duration and credit quality range and encompass both taxable and tax-free investments. We also offer a range of alternative investment strategies, including commodity-based investments and a spectrum of absolute return strategies. As of October 31, 2012, we had $199.5 billion in assets under management.

Our principal retail marketing strategy is to distribute funds and separately managed accounts through financial intermediaries in the advice channel. We have a broad reach in this marketplace, with distribution partners including national and regional broker-dealers, independent broker-dealers, independent financial advisory firms, banks and insurance companies. We support these distribution partners with a team of approximately 135 sales professionals covering U.S. and international markets.

We also commit significant resources to serving institutional and high-net-worth clients who access investment management services on a direct basis. Through our wholly owned affiliates and consolidated subsidiaries we manage investments for a broad range of clients in the institutional and high-net-worth marketplace, including corporations, endowments, foundations, family offices and public and private employee retirement plans.

Our revenue is derived primarily from investment advisory, administrative, distribution and service fees received from Eaton Vance funds and investment advisory fees received from separate accounts. Our fees are based primarily on the value of the investment portfolios we manage and fluctuate with changes in the total value and mix of assets under management. Such fees are recognized over the period that we manage these assets. Our major expenses are employee compensation, distribution-related expenses, facilities expense and information technology expense.

Our discussion and analysis of our financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP"). The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses and related disclosures of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, including those related to goodwill and intangible assets, income taxes, investments and stock-based compensation. We base our estimates on historical experience and on various assumptions that we believe to be reasonable under current circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily available from other sources. Actual results may differ from these estimates.

Market Developments

Prevailing market conditions affect our managed asset levels, operating results and the recoverability of our investments. Fiscal 2012 was a period of generally favorable market action, as reflected by the 13 percent increase in the S&P 500 Index.

Managed Asset Levels

Average assets under management of $192.9 billion in fiscal 2012 were substantially unchanged from $192.4 billion in fiscal 2011. While net outflows from funds and separate accounts with Eaton Vance Large-Cap Value mandates offset net inflows into other long-term strategies in fiscal 2012, we ended the year with positive net inflows. We continue to see modestly lower total effective fee rates due to a decline in distribution and service-fee related revenue, reflecting lower managed assets in fund share classes that are subject to those fees. Consistent with industry trends, our fund business continues to evolve from Class B and Class C shares, with distribution and service fees generally totaling 100 basis points on average daily assets, to Class I shares, with no distribution or service fees, and Class A shares, with distribution and service fees generally totaling 25 basis points of average daily assets. Although this share class trend has an adverse effect on our total effective fee rate, the net income impact is smaller due to offsetting declines in distribution, service and deferred sales commission amortization expense.

As a matter of course, investors in our sponsored open-end funds and separate accounts have the ability to redeem their shares or investments at any time, without prior notice, and there are no material restrictions that would prevent such investors from doing so.

Operating Results

In fiscal 2012, our revenue decreased 3 percent from fiscal 2011, reflecting substantially unchanged average assets under management and a modest decline in our total effective fee rate. Our operating expenses decreased 1 percent in fiscal 2012, partly reflecting decreases in expenses tied to asset levels that decrease as assets under management decrease, such as certain distribution and service fees, and decreases in our sales-related expenses, which vary with the level of sales and the acquisition costs of new assets.

Assets under Management

Assets under management of $199.5 billion on October 31, 2012 were 6 percent higher than the $188.2 billion reported a year earlier. Assets under management on October 31, 2012 included $113.3 billion in long-term funds, $43.3 billion in institutional separate accounts, $15.0 billion in high-net-worth separate accounts, $27.7 billion in retail managed accounts and $0.2 billion in cash management fund assets. Long-term fund net outflows of $3.8 billion during the twelve-month period ended October 31, 2012 reflect gross inflows of $27.1 billion offset by outflows of $30.9 billion. Long-term fund net outflows include net reductions in fund leverage of $0.9 billion. Institutional separate account net inflows were $2.0 billion, high-net-worth separate account net inflows were $1.3 billion and retail managed account net inflows were $0.7 billion during the twelve-month period ended October 31, 2012. Market price appreciation increased managed assets by $11.6 billion during the twelve-month period ended October 31, 2012, while a decrease in cash management assets reduced assets under management by $0.5 billion.

We report managed assets and flow data by investment mandate. The "Alternative" category includes a range of absolute return strategies, as well as commodity- and currency-linked investments. Assets under management for which we estimate fair value are not material relative to the total value of the assets we manage.

Ending Assets under Management by Investment Mandate(1)



                                                       October 31,                                       2012        2011
                                       % of                       % of                       % of         vs.         vs.
(in millions)            2012         Total         2011         Total         2010         Total        2011        2010
Equity (2)             $ 111,096           56 %   $ 108,859           58 %   $ 107,500           58 %         2 %         1 %
Fixed income              49,003           25 %      43,708           23 %      46,119           25 %        12 %        -5 %
Floating-rate income      26,388           13 %      24,322           13 %      20,003           11 %         8 %        22 %
Alternative               12,852            6 %      10,646            6 %      10,482            6 %        21 %         2 %
Cash management              169            0 %         669            0 %       1,139            0 %       -75 %       -41 %
Total                  $ 199,508          100 %   $ 188,204          100 %   $ 185,243          100 %         6 %         2 %

(1)Consolidated Eaton Vance Corp. See table on page 30 for managed assets and flows of 49 percent-owned Hexavest Inc.

(2)Includes balanced accounts holding income securities.

Equity assets under management included $51.4 billion, $48.1 billion and $56.5 billion of equity assets managed for after-tax returns on October 31, 2012, 2011 and 2010, respectively. Fixed income assets included $29.5 billion, $25.6 billion and $28.8 billion of tax-exempt municipal bond assets on October 31, 2012, 2011 and 2010, respectively.

Net inflows totaled $0.2 billion in fiscal 2012 compared to $3.9 billion in fiscal 2011 and $16.3 billion in fiscal 2010. Long-term fund net outflows of $3.8 billion in fiscal 2012 reflect gross inflows of $27.1 billion and outflows of $30.9 billion. Long-term fund net inflows of $0.5 billion in fiscal 2011 reflect gross inflows of $33.0 billion and outflows of $32.5 billion. Long-term fund net inflows of $11.4 billion in fiscal 2010 reflect gross inflows of $34.1 billion and outflows of $22.7 billion. Fund outflows reflect a reduction in fund leverage of $0.9 billion, $0.9 billion and $0.4 billion in fiscal 2012, 2011 and 2010, respectively.

Separate account net inflows totaled $4.0 billion, $3.3 billion and $4.9 billion in fiscal 2012, 2011 and 2010, respectively. Institutional separate account net inflows totaled $2.0 billion, $2.5 billion and $4.1 billion in fiscal 2012, 2011 and 2010, respectively, reflecting gross inflows of $12.5 billion, $12.3 billion and $9.3 billion in fiscal 2012, 2011 and 2010, respectively, net of withdrawals of $10.5 billion, $9.8 billion and $5.2 billion, respectively. High-net-worth account net inflows totaled $1.3 billion, $0.4 billion and $0.7 billion in fiscal 2012, 2011 and 2010, respectively, reflecting gross inflows of $3.6 billion, $2.8 billion and $2.7 billion in fiscal 2012, 2011 and 2010, respectively, net of withdrawals of $2.3 billion, $2.4 billion and $2.0 billion, respectively. Retail managed account net inflows totaled $0.7 billion, $0.4 billion and $0.2 billion in fiscal 2012, 2011 and 2010, respectively, reflecting gross inflows of $6.9 billion, $6.7 billion and $6.7 billion, respectively, net of withdrawals of $6.2 billion, $6.3 billion and $6.5 billion, respectively.

The following tables summarize our assets under management and asset flows by investment mandate and investment vehicle for the fiscal years ended October 31, 2012, 2011 and 2010:

Net Flows by Investment Mandate(1)



                                                                              2012             2011
                                      Years Ended October 31,                 vs.              vs.
(in millions)                    2012           2011           2010           2011             2010
Equity assets -
beginning(2)                  $  108,859     $  107,500     $   94,716              1 %             13 %
Sales and other inflows           23,679         29,973         24,434            -21 %             23 %
Redemptions/outflows             (30,456 )      (29,168 )      (23,821 )            4 %             22 %
Net flows                         (6,777 )          805            613             NM (3)           31 %
Assets acquired                        -            352              -             NM               NM
Exchanges                             24             35            378            -31 %            -91 %
Market value change                8,990            167         11,793             NM              -99 %
Equity assets - ending        $  111,096     $  108,859     $  107,500              2 %              1 %
Fixed income assets -
beginning                         43,708         46,119         41,060             -5 %             12 %
Sales and other inflows           12,278         10,336         11,441             19 %            -10 %
Redemptions/outflows              (9,455 )      (11,827 )       (8,410 )          -20 %             41 %
Net flows                          2,823         (1,491 )        3,031             NM               NM
Exchanges                             84           (180 )          178             NM               NM
Market value change                2,388           (740 )        1,850             NM               NM
Fixed income assets -
ending                        $   49,003     $   43,708     $   46,119             12 %             -5 %
Floating-rate income assets
- beginning                       24,322         20,003         15,355             22 %             30 %
Sales and other inflows            7,401          9,331          7,693            -21 %             21 %
Redemptions/outflows              (5,662 )       (5,220 )       (2,976 )            8 %             75 %
Net flows                          1,739          4,111          4,717            -58 %            -13 %
Exchanges                             45             53           (733 )          -15 %             NM
Market value change                  282            155            664             82 %            -77 %
Floating-rate income assets
- ending                      $   26,388     $   24,322     $   20,003              8 %             22 %
Alternative assets -
beginning                         10,646         10,482          2,351              2 %            346 %
Sales and other inflows            6,725          5,250          9,238             28 %            -43 %
Redemptions/outflows              (4,336 )       (4,784 )       (1,253 )           -9 %            282 %
Net flows                          2,389            466          7,985            413 %            -94 %
Exchanges                           (104 )          (79 )          103             32 %             NM
Market value change                  (79 )         (223 )           43            -65 %             NM
Alternative assets - ending   $   12,852     $   10,646     $   10,482             21 %              2 %
Long-term assets -
beginning                        187,535        184,104        153,482              2 %             20 %
Sales and other inflows           50,083         54,890         52,806             -9 %              4 %
Redemptions/outflows             (49,909 )      (50,999 )      (36,460 )           -2 %             40 %
Net flows                            174          3,891         16,346            -96 %            -76 %
Assets acquired                        -            352              -             NM               NM
Exchanges                             49           (171 )          (74 )           NM              131 %
Market value change               11,581           (641 )       14,350             NM               NM
Total long-term assets -
ending                        $  199,339     $  187,535     $  184,104              6 %              2 %
Cash management fund assets
- ending                             169            669          1,139            -75 %            -41 %
Total assets under
management - ending           $  199,508     $  188,204     $  185,243              6 %              2 %

(1) Consolidated Eaton Vance Corp. See table on page 30 for managed assets and flows of 49 percent-owned Hexavest Inc.

(2) Includes balanced accounts holding income securities.

(3) Not meaningful ("NM")

Net Flows by Investment Vehicle(1)



                                                                              2012           2011
                                      Years Ended October 31,                 vs.            vs.
(in millions)                    2012           2011           2010           2011           2010
Long-term fund assets -
beginning                     $  111,705     $  113,978     $   96,204             -2 %           18 %
Sales and other inflows           27,080         33,035         34,123            -18 %           -3 %
Redemptions/outflows             (30,895 )      (32,486 )      (22,681 )           -5 %           43 %
Net flows                         (3,815 )          549         11,442             NM            -95 %
Exchanges                            (13 )         (175 )          (74 )          -93 %          136 %
Market value change                5,372         (2,647 )        6,406             NM             NM
Long-term fund assets -
ending                        $  113,249     $  111,705     $  113,978              1 %           -2 %
Institutional separate
account assets - beginning        38,003         34,593         26,723             10 %           29 %
Sales and other inflows           12,496         12,350          9,285              1 %           33 %
Redemptions/outflows             (10,514 )       (9,832 )       (5,226 )            7 %           88 %
Net flows                          1,982          2,518          4,059            -21 %          -38 %
Exchanges                             38            (18 )          164             NM             NM
Market value change                3,315            910          3,647            264 %          -75 %
Institutional separate
account assets - ending       $   43,338     $   38,003     $   34,593             14 %           10 %
High-net-worth separate
account assets - beginning        13,256         11,883         10,137             12 %           17 %
Sales and other inflows            3,609          2,848          2,715             27 %            5 %
Redemptions/outflows              (2,283 )       (2,419 )       (2,041 )           -6 %           19 %
Net flows                          1,326            429            674            209 %          -36 %
Assets acquired                        -            352              -             NM             NM
Exchanges                           (990 )           (8 )         (164 )           NM            -95 %
Market value change                1,444            600          1,236            141 %          -51 %
High-net-worth separate
account assets - ending       $   15,036     $   13,256     $   11,883             13 %           12 %
Retail managed account
assets - beginning                24,571         23,650         20,418              4 %           16 %
Sales and other inflows            6,898          6,657          6,683              4 %            0 %
Redemptions/outflows              (6,217 )       (6,262 )       (6,512 )           -1 %           -4 %
Net flows                            681            395            171             72 %          131 %
Exchanges                          1,014             30              -             NM             NM
Market value change                1,450            496          3,061            192 %          -84 %
Retail managed account
assets - ending               $   27,716     $   24,571     $   23,650             13 %            4 %
Total long-term assets -
beginning                        187,535        184,104        153,482              2 %           20 %
Sales and other inflows           50,083         54,890         52,806             -9 %            4 %
Redemptions/outflows             (49,909 )      (50,999 )      (36,460 )           -2 %           40 %
Net flows                            174          3,891         16,346            -96 %          -76 %
Assets acquired                        -            352              -             NM             NM
Exchanges                             49           (171 )          (74 )           NM            131 %
Market value change               11,581           (641 )       14,350             NM             NM
Total long-term assets -
ending                        $  199,339     $  187,535     $  184,104              6 %            2 %
Cash management fund assets
- ending                             169            669          1,139            -75 %          -41 %
Total assets under
management - ending           $  199,508     $  188,204     $  185,243              6 %            2 %

(1) Consolidated Eaton Vance Corp. See page 30 for managed assets and flows of 49 percent-owned Hexavest Inc.

On August 6, 2012, the Company completed the purchase of a 49 percent interest in Hexavest Inc. ("Hexavest"), a Montreal-based investment advisor that provides discretionary management of equity and tactical asset allocation strategies using a predominantly top-down investment style. As of October 31, 2012, Hexavest Inc. managed $12.1 billion of client assets, an increase of 11 percent from the $11.0 billion of managed assets on August 6, 2012. In conjunction with the purchase, we assumed primary responsibility for Hexavest's new business development outside of Canada.

The following table summarizes assets under management and asset flow information for Hexavest from August 6, 2012 through October 31, 2012:

Hexavest(1) Assets under Management and Net Flows



                                                                From August 6, 2012 through October 31, 2012
                                                                                                Eaton Vance-Distributed
                                                                                                        Eaton Vance-
                                                              Hexavest            Eaton Vance-          Distributed
                                                              Directly              Sponsored             Separate
(in millions)                             Total            Distributed(2)           Funds(3)            Accounts(4)          Total
Managed assets - beginning of period   $     10,956       $         10,956       $             -       $            -     $          -
Sales and other inflows                       1,083                  1,047                    36                    -               36
Redemptions/outflows                           (318 )                 (318 )                   -                    -                -
Net flows                                       765                    729                    36                    -               36
Market value change                             389                    388                     1                    -                1
Managed assets - end of period         $     12,110       $         12,073       $            37       $            -     $         37

(1) On August 6, 2012, Eaton Vance acquired a 49% equity interest in Hexavest Inc., a Montreal-based investment advisor, and entered into a distribution agreement with Hexavest covering all markets outside Canada.

(2) Managed assets and flows of pre-transaction Hexavest clients and post-transaction Hexavest clients in Canada. Eaton Vance receives no management or distribution revenue on these assets, which are not included in the Eaton Vance consolidated results.

(3) Managed assets and flows of Eaton Vance-sponsored pooled investment vehicles for which Hexavest is advisor or sub-advisor. Eaton Vance receives management and/or distribution revenue on these assets, which are included in the Eaton Vance consolidated results.

(4) Managed assets and flows of Eaton Vance-distributed separate accounts managed by Hexavest. Eaton Vance generally receives distribution revenue, but not management revenue, on these assets, which are not included in the Eaton Vance consolidated results.

Ending Assets under Management by Asset Class(1)



                                                   October 31,                                       2012        2011
                                   % of                       % of                       % of         vs.         vs.
(in millions)        2012         Total         2011         Total         2010         Total        2011        2010
Open-end funds:
Class A            $  30,426           15 %   $  33,414           18 %   $  37,820           21 %        -9 %       -12 %
Class B                  959            1 %       1,294            1 %       1,861            1 %       -26 %       -30 %
Class C                9,662            5 %       9,693            5 %      10,444            6 %         0 %        -7 %
Class I               30,288           15 %      26,830           14 %      22,426           12 %        13 %        20 %
Class R                  312            0 %         372            0 %         400            0 %       -16 %        -7 %
Other(2)                 542            0 %         618            1 %         616            0 %       -12 %         0 %
Total open-end
funds                 72,189           36 %      72,221           39 %      73,567           40 %         0 %        -2 %
Private funds(3)      18,012            9 %      17,404            9 %      17,518            9 %         3 %        -1 %
Closed-end funds      23,217           12 %      22,749           12 %      24,032           13 %         2 %        -5 %
Total fund
assets               113,418           57 %     112,374           60 %     115,117           62 %         1 %        -2 %
Institutional
account assets        43,338           22 %      38,003           20 %      34,593           19 %        14 %        10 %
High-net-worth
account assets        15,036            7 %      13,256            7 %      11,883            6 %        13 %        12 %
Retail managed
account assets        27,716           14 %      24,571           13 %      23,650           13 %        13 %         4 %
Total separate
account assets        86,090           43 %      75,830           40 %      70,126           38 %        14 %         8 %
Total              $ 199,508          100 %   $ 188,204          100 %   $ 185,243          100 %         6 %         2 %

(1) Consolidated Eaton Vance Corp. See Table on page 30 for managed assets and flows of 49 percent-owned Hexavest Inc.

(2) Includes other classes of Eaton Vance open-end funds.

(3) Includes privately offered equity, fixed income and floating-rate income funds and CLO entities.

We currently sell our sponsored open-end mutual funds under four primary pricing structures: front-end load commission ("Class A"); level-load commission ("Class C"); institutional no-load ("Class I"); and retirement plan no-load ("Class R"). We waive the front-end sales load on Class A shares under certain circumstances. In such cases, the shares are sold at net asset value. In the first quarter of fiscal 2012, we stopped offering spread-load commission ("Class B") shares to new investors.

Fund assets represented 57 percent of total assets under management on October 31, 2012, down from 60 percent and 62 percent on October 31, 2011 and 2010, respectively, while separate account assets, which include institutional, high-net-worth and retail managed account assets, increased to 43 percent of total assets under management on October 31, 2012, from 40 percent and 38 percent on October 31, 2011 and 2010, respectively. Fund assets under management increased $1.0 billion, or 1 percent, to $113.4 billion on October 31, 2012, reflecting market appreciation of $5.4 billion partly offset by net outflows of $3.8 billion and a decrease in cash management assets of $0.5 billion. Separate account assets under management increased $10.3 billion, or 14 percent, to $86.1 billion on October 31, 2012, reflecting 5 percent organic growth and market appreciation of $6.2 billion.

Average assets under management presented in the following table represent a monthly average by asset class. This table is intended to provide information . . .

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