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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended October 31, 2002
Commission File Number 1-8100
EATON VANCE CORP.
(Exact name of registrant as specified in its charter)
Maryland 04-2718215
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
255 State Street, Boston, Massachusetts 02109
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(Address of principal executive offices) (Zip Code)
(617) 482-8260
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(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
Non-Voting Common Stock ($0.0078125 par value) New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act:
Non-Voting Common Stock par value $0.0078125 per share
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Title of Class
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days. Yes[ x ] No[ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes[X] No[ ]
Aggregate market value of Non-Voting Common Stock held by non-affiliates of the
Registrant, based on the closing price of $28.25 on December 31, 2002 on the New
York Stock Exchange was $1,618,596,039 Calculation of holdings by non-affiliates
is based upon the assumption, for these purposes only, that executive officers,
directors, and persons holding 5 percent or more of the registrant's Non-Voting
Common Stock are affiliates.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the close of the latest practicable date.
Class Outstanding at December 31, 2002
Non-Voting Common Stock, $0.0078125 par value 69,162,424
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Common Stock, $0.0078125 par value 154,880
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Portions of Registrant's Annual Report to Stockholders for the fiscal year ended
October 31, 2002 (Exhibit 13.1 hereto) have been incorporated by reference into
the following Parts of this report: Part I, Part II and Part IV.
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1
PART I
THIS ITEM INCLUDES STATEMENTS THAT ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933, AS AMENDED, AND SECTION
21E OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, INCLUDING STATEMENTS
REGARDING OUR EXPECTATIONS, INTENTIONS OR STRATEGIES REGARDING THE FUTURE. ALL
STATEMENTS, OTHER THAN STATEMENTS OF HISTORICAL FACTS INCLUDED IN THIS FORM 10-K
REGARDING OUR FINANCIAL POSITION, BUSINESS STRATEGY AND OTHER PLANS AND
OBJECTIVES FOR FUTURE OPERATIONS, ARE FORWARD-LOOKING STATEMENTS. ALTHOUGH WE
BELIEVE THAT THE ASSUMPTIONS AND EXPECTATIONS REFLECTED IN SUCH FORWARD-LOOKING
STATEMENTS ARE REASONABLE, WE CAN GIVE NO ASSURANCE THAT SUCH EXPECTATIONS
REFLECTED IN SUCH FORWARD-LOOKING STATEMENTS WILL PROVE TO HAVE BEEN CORRECT OR
THAT WE WILL TAKE ANY ACTIONS THAT MAY PRESENTLY BE PLANNED. CERTAIN IMPORTANT
FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM OUR
EXPECTATIONS ARE DISCLOSED IN THE "COMPETITIVE CONDITIONS AND RISK FACTORS"
SECTION OF THIS FORM 10-K. ALL SUBSEQUENT WRITTEN OR ORAL FORWARD-LOOKING
STATEMENTS ATTRIBUTABLE TO US OR PERSONS ACTING ON OUR BEHALF ARE EXPRESSLY
QUALIFIED IN THEIR ENTIRETY BY SUCH FACTORS.
ITEM 1. BUSINESS
GENERAL
Eaton Vance Corp. (the "Company") has been in the investment management business
for over seventy-five years, tracing its history to two Boston-based investment
managers: Eaton & Howard, formed in 1924, and Vance, Sanders & Company,
organized in 1934. The Company's principal business is creating, marketing and
managing investment funds and providing investment management services to
institutions and individuals. As of October 31, 2002, the Company managed $55.6
billion in portfolios with investment objectives ranging from high current
income to maximum capital gain.
In fiscal 2001, the Company expanded its strategic focus to encompass two major
potential growth areas: managing assets for institutions, including pension
plans and endowments; and managing individual portfolios for higher-net-worth
clients who want a more customized form of asset management than provided by
mutual funds. In an effort to build a leadership position in the institutional
and separately managed account business, the Company acquired 70 percent of
Atlanta Capital Management, LLC ("Atlanta Capital") and 80 percent of Fox Asset
Management LLC ("Fox Asset Management"), two institutional investment management
firms focusing, respectively, on growth and value investment styles. These
strategic acquisitions, completed on September 30, 2001, complement the
strengths of the Company and provide new opportunities to broaden the Company's
mix of asset management disciplines, clients and distribution channels. Atlanta
Capital managed $6.1 billion in predominantly growth equity assets at
acquisition date; Fox Asset Management managed $1.8 billion in predominantly
value equity assets at acquisition date.
The Company operates in one business segment, namely as an investment adviser
managing fund and separate account assets. The Company conducts its investment
management business through its two wholly-owned subsidiaries, Eaton Vance
Management ("EVM") and Boston Management and Research ("BMR"), and its two
majority-owned subsidiaries, Atlanta Capital and Fox Asset Management. All four
entities are registered with the Securities and Exchange Commission ("SEC") as
investment advisers under the Investment Advisers Act of 1940, as amended (the
"Advisers Act"). Eaton Vance Distributors, Inc. ("EVD"), a wholly-owned
broker/dealer registered under the Securities Exchange Act of 1934 (the
"Exchange Act"), markets and sells the Eaton Vance funds. Eaton Vance Management
(International) Limited, ("EVMI"), a wholly-owned financial services company
registered under the Financial Services and Market Act in the United Kingdom,
markets and sells the Company's investment products in Europe and certain other
international markets. The Company is headquartered in Boston, Massachusetts,
has offices in Atlanta, Georgia and Little Silver, New Jersey and has sales
representatives located throughout the United States. In addition, the Company
maintains an international office in London, England.
2
ITEM 1. BUSINESS (CONTINUED)
DEVELOPMENT OF BUSINESS
Over the past five years, the Company has assumed a leading role in the
investment industry as a comprehensive wealth manager offering products for
creating and growing wealth, protecting and preserving wealth and, ultimately,
for distributing wealth, all with an emphasis on tax efficiency.
The Company has developed a position as the leading provider of equity funds
that are managed with an objective of after-tax returns. Tax-managed investing
addresses the roughly 50 percent of equity fund assets held by taxpaying
investors outside of qualified retirement plans such as IRAs and 401(k)s. The
Company introduced its Eaton Vance Tax-Managed Growth Fund 1.1 in the spring of
1996. In fiscal 1997 and 1998, the Company added two new tax-managed funds,
Eaton Vance Tax-Managed Small-Cap Growth Fund 1.1 and Eaton Vance Tax-Managed
International Growth Fund. In fiscal 2000, the Company further expanded its
tax-managed product line with the introduction of Eaton Vance Tax-Managed Value
Fund and Eaton Vance Tax-Managed Multi-Cap Opportunity Fund, each focusing on
maximizing long-term after-tax returns. In fiscal 2001, Eaton Vance Tax-Managed
Growth Fund 1.2 and Eaton Vance Tax-Managed Small-Cap Growth Fund 1.2 were
introduced, making use of an innovative structure to invest in the same
portfolios as their respective predecessor funds while shielding new investors
from potential tax liability for historical portfolio gains. In fiscal 2002, the
Company capitalized on the investment strengths of its newly acquired
subsidiaries and introduced Eaton Vance Tax-Managed Mid-Cap Core Fund, for which
Atlanta Capital is the subadvisor, and Eaton Vance Tax-Managed Small-Cap Value
Fund, for which Fox Asset Management is the subadvisor. The expanded lineup of
tax-managed funds made possible by the acquisitions of Atlanta Capital and Fox
Asset Management led to the creation of Eaton Vance Tax-Managed Equity Asset
Allocation Fund, an innovative new fund that invests in all seven tax-managed
investment portfolios, providing investors with broad diversification,
professional asset allocation and a consistent tax-managed investment approach.
The Company's retail tax-managed equity fund products are complemented by the
Company's line of privately offered equity funds designed to meet the
diversification and tax-management needs of qualifying high-net-worth investors.
In addition to its retail and privately offered tax-managed equity funds, the
Company offers a family of open-end and exchange-listed municipal bond funds
that continue to be an important part of the Company's tax-managed product
offering. In August of 2002, the Company completed the successful offering of
three new closed-end municipal bond funds, raising $2.5 billion in new assets.
At October 31, 2002, the Company's tax-advantaged municipal bond fund lineup
included eight open-end and closed-end national funds and 56 open-end and
closed-end state-specific municipal bond funds in 29 different states.
The Company expanded the scope of its high-net-worth investment products in
fiscal 2000 to include The U.S. Charitable Gift Trust and its Pooled Income
Funds, designed to address the distribution of wealth in a convenient, tax
efficient manner. The U.S. Charitable Gift Trust is one of the first charities
to use professional investment advisers to assist high net worth individuals
with their philanthropic, estate and tax planning needs. The Pooled Income
Funds, sponsored by the Trust, are similar to charitable remainder trusts,
providing donors with income during their lifetimes and leaving the principal to
the Gift Trust and designated charities upon their deaths. The Trust and its
Pooled Income Funds encourage long-term philanthropy, while allowing individuals
to avoid the high costs associated with setting up their own charitable
foundations and charitable remainder trusts.
3
ITEM 1. BUSINESS (CONTINUED)
In addition to its tax-managed products, the Company offers a variety of taxable
fixed-income, floating-rate bank loan funds and taxable equity funds. In fiscal
2002, the Company introduced four new taxable equity funds suitable for
qualified retirement plans, tax-exempt institutions and other tax-free or
tax-insensitive investors. Eaton Vance Large-Cap Core Fund is managed by EVM and
follows an investment style similar to the Company's Tax-Managed Growth Funds,
but without considering the impact of taxes. Eaton Vance Large-Cap Growth Fund
and Eaton Vance Small-Cap Fund are sub-advised by Atlanta Capital and Eaton
Vance Small-Cap Value Fund is sub-advised by Fox Asset Management.
In fiscal 2002, the Company continued to focus on expanding its presence in the
managed accounts marketplace by organizing and staffing a 15-person managed
accounts marketing team, including a highly experienced sales force in the field
calling on brokers and consultants. At October 31, 2002, the Company
participated in approximately 40 broker/dealer managed account programs and
continues to add new distribution opportunities.
On October 31, 2002, the Company provided investment advisory or administration
services to 180 funds, 1,370 separately managed individual and institutional
accounts, and participated in 40 managed account broker/dealer programs. At that
date, there were $44.8 billion of fund assets and $10.8 billion of separate
account assets. The following table shows fund and separate account assets for
the dates indicated:
FUND AND SEPARATE ACCOUNT ASSETS
AT OCTOBER 31,
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2002 2001 2000 1999 1998
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(in millions)
Long-term fund assets:
Equities $22,900 $25,200 $25,400 $18,000 $ 9,800
Floating-rate bank loan 7,700 9,600 10,100 10,000 6,200
Fixed income 13,300 10,200 9,500 9,600 9,100
------- ------- ------- ------- -------
Total long-term fund assets 43,900 45,000 45,000 37,600 25,100
Money market fund assets 900 1,100 1,000 500 800
Separate account assets 10,800 10,500 3,200 2,800 2,500
------- ------- ------- ------- -------
Total $55,600 $56,600 $49,200 $40,900 $28,400
======= ======= ======= ======= =======
Equity assets under management (including funds and separate accounts) comprised
54 percent of total assets under management on October 31, 2002 compared to 57
percent on October 31, 2001. Fixed income assets under management increased to
31 percent of total assets under management from 26 percent a year ago and
floating-rate income assets decreased to 15 percent from 17 percent a year ago.
INVESTMENT MANAGEMENT AND ADMINISTRATIVE ACTIVITIES
Portfolio managers employed by the Company make investment decisions for all but
five of the Eaton Vance funds in accordance with each fund's investment
objectives and policies. Investment decisions for four international equity
funds are made by Lloyd George Management ("LGM"), an independent investment
management company based in Hong Kong in which the Company owns a 21 percent
equity position. The portfolio managers of the Company and LGM jointly manage
one international equity fund. OrbiMed
4
ITEM 1. BUSINESS (CONTINUED)
Advisors LLC. ("OrbiMed"), an independent investment management company based in
New York, makes investment decisions for Eaton Vance Worldwide Health Sciences
Fund. The Company's portfolio management staff has, on average, more than 18
years of experience in the securities industry. The Company's investment
advisory agreements for management services with each of the funds provide for
fees ranging from 10 to 100 basis points of average net assets annually. For
funds that are registered under the Investment Company Act of 1940, as amended
("Registered Funds"), a majority of the independent trustees (i.e., those
unaffiliated with the management company) of these Registered Funds must approve
the investment advisory agreements annually. The fund trustees generally may
terminate these agreements upon 30 to 60 days notice without penalty. Registered
Fund shareholders must approve any material amendments to the investment
advisory agreements.
Investment counselors and separate account portfolio managers employed by the
Company's wholly-owned and majority-owned subsidiaries make decisions for the
Company's separate accounts. The Company's investment counselors and separate
account portfolio managers use the same types of information as fund portfolio
managers, but tailor investment decisions to the needs of individual and
institutional clients. The Company receives investment advisory fees for
separate accounts on a quarterly basis based on the value of the assets managed
on a particular date, such as the first or last calendar day of a quarter, or,
in some instances, on the average net assets for the period. These fees
generally range from 20 to 100 basis points of assets under management and are
generally terminable upon 30 to 60 days notice without penalty.
The following table shows investment advisory and administration fees earned for
the past five years ended October 31, 2002:
INVESTMENT ADVISORY AND
ADMINISTRATION FEES
YEAR ENDED OCTOBER 31,
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2002 2001 2000 1999 1998
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(in thousands)
Investment advisory fees -
Funds $225,783 $226,249 $204,926 $ 173,079 $127,234
Separate accounts 40,798 14,700 12,436 11,169 11,295
Administration fees -
funds * 14,213 11,383 8,982 14,396 13,952
-------- -------- ------- -------- --------
Total $280,794 $252,332 226,344 $198,644 $152,481
======== ======== ======= ======== ========
* Administration fees decreased in fiscal 2000 primarily as a result of the
change in fee structure associated with the implementation of Rule 12b-1
equivalent distribution plans by the bank loan interval funds on May 1, 1999.
INVESTMENT ADVISORY AGREEMENTS AND DISTRIBUTION PLANS
Beginning in 1993, the Company introduced the Master/Feeder structure for most
of its funds. Master/Feeder is a two-tiered arrangement in which funds ("Feeder
Funds") with substantially identical investment objectives pool their assets by
investing in a common portfolio ("Master Fund"). Each Eaton Vance Master Fund
(except funds managed by LGM or OrbiMed) has entered into an investment advisory
agreement with EVM or BMR. Although the specific terms of these agreements vary,
the basic terms of the agreements are similar. Pursuant to the agreements, EVM
or BMR, as applicable, provides overall investment management services to each
of the Master Funds, subject to the supervision of each fund's Board of Trustees
in accordance with each fund's fundamental investment objectives and policies.
In certain cases, Atlanta Capital and Fox Asset Management act as the
sub-advisers to EVM and BMR.
5
ITEM 1. BUSINESS (CONTINUED)
EVM also serves as administrator or manager under an Administration Service
Agreement or Management Contract (each an "Agreement") to the funds (including
those managed by LGM and OrbiMed). Under such Agreements EVM is responsible for
managing the business affairs of these funds, subject to the supervision of each
fund's Board of Trustees. EVM's services include recordkeeping, preparing and
filing documents required to comply with federal and state securities laws,
supervising the activities of the funds' custodian and transfer agent, providing
assistance in connection with the funds' shareholder meetings and other
administrative services, including furnishing office space and office
facilities, equipment and personnel that may be necessary for managing and
administering the business affairs of the funds. For the services provided under
the Agreements, certain funds pay EVM a monthly fee calculated at an annual rate
of up to 0.35% of average daily gross assets. Each Agreement remains in full
force and effect indefinitely, but only to the extent that the continuance of
such Agreement is specifically approved at least annually by the fund's Board of
Trustees.
In addition, certain funds have adopted distribution plans, which, subject to
applicable law, provide for compensation to the Company for the payment of
applicable sales commissions to retail distribution firms and for distribution
services through the payment of an ongoing distribution fee (i.e., a Rule 12b-1
fee). These distribution plans are implemented through distribution agreements
between EVD and the funds. Although the specific terms of each such agreements
vary, the basic terms of the agreements are similar. Pursuant to the agreements,
EVD acts as underwriter for the fund and distributes shares of the fund through
unaffiliated dealers. Each distribution plan and agreement is initially approved
and its subsequent continuance must be approved annually by the trustees of the
respective funds, including a majority of the independent trustees.
Each fund bears all expenses associated with its operation and the issuance and
redemption or repurchase of its securities, except for the compensation of
trustees and officers of the fund who are employed by the Company. Under some
circumstances, particularly in connection with the introduction of new funds,
EVM or BMR may waive a portion of its fee and pay for some expenses of the fund.
EVM, BMR, Atlanta Capital or Fox Asset Management have entered into an
investment advisory agreement for each separately managed account, which sets
forth the account's investment objectives and fee schedule, and provides for
management of assets in the account in accordance with the stated investment
objectives. The Company's separate account portfolio managers may assist clients
in formulating investment strategies.
EVM has entered into an investment advisory and administrative agreement with
The U.S. Charitable Gift Trust. In addition, The U.S. Charitable Gift Trust and
its Pooled Income Funds has entered into distribution agreements with EVD that
provide for reimbursement of the costs of fundraising and servicing donor
accounts. EVD does not profit from the raising of contributions for the Gift
Trust.
MARKETING AND DISTRIBUTION OF FUND SHARES
The Company markets and distributes shares of continuously offered and
closed-end funds through EVD. EVD sells fund shares through a retail network of
national and regional broker/dealers, banks, insurance companies and financial
planning firms. Although the firms in the Company's retail distribution network
have each entered into selling agreements with the Company, such agreements
(which generally are terminable by either party) do not legally obligate the
firms to sell any specific amount of the Company's investment products. For the
2002, 2001 and 2000 calendar years, the five dealer firms responsible for the
largest volume of fund sales accounted for approximately 35 percent, 34 percent,
and 31 percent, respectively, of the Company's fund sales volume. EVD currently
maintains a sales force of 47 external wholesalers and 47 internal wholesalers.
External and internal wholesalers work closely with investment professionals in
the retail distribution network to assist in selling shares of funds.
6
ITEM 1. BUSINESS (CONTINUED)
The Company also offers its funds to investors without charging sales
commissions or other transaction fees through fee-based registered investment
advisors via various institutional programs both domestically and
internationally.
EVD currently sells its Registered Funds with up to five separate pricing
structures: 1) front-end load commission (Class A); 2) spread-load commission
(Class B); 3) level-load commission (Class C); 4) modified spread-load
commission (Class D); and 5) institutional (no-load) (Class I). For Class A
shares, the shareholder pays the broker's commission and EVD receives an
underwriting commission of up to 75 basis points of the dollar value of the
shares sold. Under certain conditions, the Company waives the sales load on
Class A shares. In such cases, the shares are sold at net asset value. EVD pays
a service fee to authorized firms after one year not to exceed 25 basis points
of average net assets and may also pay a Rule 12b-1 fee not to exceed 50 basis
points of average daily net assets.
For Class B and D shares, EVD pays a commission to the dealer at the time of
sale and such payments are capitalized and amortized in the Company's financial
statements over a four- to six-year period. The shareholder pays a contingent
deferred sales charge to EVD if he or she redeems shares within a four-, five-
or six-year period from the date of purchase. EVD uses its own funds (which may
be borrowed) to pay such commissions. EVD recovers the dealer commissions paid
on behalf of the shareholder through distribution plan payments limited to an
annual rate of 75 basis points of the average net assets of the fund or Class in
accordance with a distribution plan adopted by the fund pursuant to Rule 12b-1
under the Investment Company Act of 1940. Like the investment advisory
agreement, the distribution plan and related payments must be approved annually
by a vote of the fund trustees, including a majority of the independent
trustees. The SEC has taken the position that Rule 12b-1 would not permit a fund
to continue making compensation payments to EVD after termination of the plan
and that any continuance of such payments may subject the fund to legal action.
These distribution plans are terminable at any time without notice or penalty.
In addition, EVD pays a service fee to authorized firms after one year not to
exceed 25 basis points of average net assets.
For Class C shares, the shareholder pays no front-end commissions and no
contingent deferred sales charges on redemptions after the first year. EVD pays
a commission and the first year's service fees to the dealer at the time of
sale. The fund makes monthly distribution plan payments to EVD similar to those
for Class B shares, equal to 75 basis points of average net assets of the Class.
EVD pays a service fee to authorized firms after one year not to exceed 25 basis
points of average net assets. Offering level-load Class C shares is consistent
with the efforts of many broker/dealers to rely less on transaction fees and
more on continuing fees for servicing assets.
For Class I shares, a minimum investment of $250,000 or higher is required and
the shareholder pays no sales charges. The introduction of institutional (Class
I) shares has made a number of funds available to a broader group of financial
intermediaries.
From time to time the Company sponsors unregistered equity funds that are
privately placed by EVD, as placement agent, and by various sub-agents to whom
EVD and the subscribing shareholders make payments. The privately placed equity
funds are managed by EVM and BMR.
In fiscal 2002, the Company introduced the Eaton Vance Emerald Funds, a new
family of funds for non-U.S. investors. The Emerald Funds are Undertakings for
Collective Investments in Transferable Securities ("UCITS") funds domiciled in
Dublin, Ireland and are sold by certain dealer firms through EVMI to investors
in the European Union. The Company earns distribution, administration and
advisory fees directly or indirectly from the Emerald Funds.
7
ITEM 1. BUSINESS (CONTINUED)
Reference is made to Note 15 of the Notes to Consolidated Financial Statements
contained in the Eaton Vance Corp. Annual Report to Shareholders for the fiscal
year ended October 31, 2002 (which report is furnished as Exhibit 13.1 hereto)
for a description of the major customers that provided over 10 percent of the
total revenue of the Company.
SIGNIFICANT ACCOUNTING CHANGE
In October 1998, the Financial Accounting Standards Board (FASB) staff addressed
the accounting for offering costs incurred in connection with the distribution
of funds when the adviser does not receive both Rule 12b-1 fees and contingent
deferred sales charges. In its announcement, the FASB staff concluded that such
offering costs, including sales commissions paid, were to be considered start-up
costs in accordance with American Institute of Certified Public Accountants
Statement of Position ("SOP") 98-5, "Reporting on the Costs of Start-Up
Activities." Accordingly, the FASB staff concluded offering costs should be
expensed as incurred under the provisions of SOP 98-5. Prior to the FASB staff
announcement, it had been the Company's policy to capitalize and amortize these
costs over a period not to exceed five years.
As a result, closed-end, interval and private fund sales commissions paid and
capitalized prior to the Company's adoption of SOP 98-5 were expensed as a
cumulative effect of a change in accounting principle, as described in APB
Opinion No. 20, "Accounting Changes." The cumulative effect of the change in
accounting principle upon adoption on November 1, 1998 was a charge to the
Consolidated Statement of Income of $36.6 million, net of income taxes of $23.4
million.
In April of 1999, the bank loan interval funds received the necessary approvals
to implement Rule 12b-1 equivalent distribution plans. Beginning May 1, 1999,
with the implementation of these plans, the Company resumed capitalizing and
amortizing sales commissions paid to broker/dealers for sales of these funds
effective May 1, 1999, the beginning of the third fiscal quarter of 1999.
Closed-end and bank loan interval fund sales commissions expensed from November
1, 1998 to April 30, 1999 totaled $71.3 million.
COMPETITIVE CONDITIONS AND RISK FACTORS
From time to time, information provided by the Company or information included
in its filings with the Securities and Exchange Commission ("SEC") (including
this Annual Report on Form 10-K) may contain statements, which are not
historical facts, for this purpose referred to as "forward-looking statements."
The Company's actual future results may differ significantly from those stated
in any forward-looking statements. Important factors that could cause actual
results to differ materially from those indicated by such forward-looking
statements include, but are not limited to, the factors discussed below.
The Company is subject to substantial competition in all aspects of its
business. The Company's ability to market investment products is highly
dependent on access to the various distribution systems of national and regional
securities dealer firms, which generally offer competing internally and
externally managed investment products. Although the Company has historically
been successful in gaining access to these channels, there can be no assurance
that it will continue to do so. The inability to have such access could have a
material adverse effect on the Company's business.
There are few barriers to entry by new investment management firms. The
Company's funds and separately managed accounts compete against an ever
increasing number of investment products sold to the public by investment
dealers, banks, insurance companies and others that sell tax-free or tax
advantaged investments, taxable income funds, equity funds and other investment
products. Many institutions competing with the Company have greater resources
than the Company. The Company competes with other providers of investment
products on the basis of the products offered, the investment
8
ITEM 1. BUSINESS (CONTINUED)
performance of such products, quality of service, fees charged, the level and
type of financial intermediary compensation, the manner in which such products
are marketed and distributed and the services provided to investors.
The Company derives almost all of its revenue from investment adviser and
administration fees and distribution income received from the Eaton Vance funds,
other pooled investment vehicles and separately managed accounts. As a result,
the Company is dependent upon management contracts, administration contracts,
underwriting contracts or service contracts under which these fees and income
are paid. If any of these contracts are terminated, not renewed, or amended to
reduce fees, the Company's financial results may be adversely affected.
The major sources of revenue for the Company (i.e., investment adviser,
administration, distribution and service fees) are calculated as percentages of
assets under management. A decline in securities prices or in the sale of
investment products or an increase in fund redemptions generally would reduce
fee income. Financial market declines or adverse changes in interest rates would
generally negatively impact the level of the Company's assets under management
and consequently its revenue and net income. A recession or other economic or
political events could also adversely impact the Company's revenues if it led to
a decreased demand for products, a higher redemption rate, or a decline in
securities prices. Like other businesses, the Company's actual results could be
affected by the loss of key managerial personnel through competition or
retirement. The Company's operations and actual results could also be affected
by increased expenses due to such factors as greater competition for personnel,
higher costs for distribution of mutual funds and other investment products, or
costs for insurance and other services by outside providers, or by the
disruption of services such as power, communications, information technology,
mutual fund transfer agency or mutual fund administration.
The Company's business is subject to substantial governmental regulation.
Changes in legal, regulatory, accounting, tax and compliance requirements could
have a significant affect on the Company's operations and results, including but
not limited to increased expenses and reduced investor interest in certain
mutual funds and other investment products offered by the Company. The Company
continually monitors legislative, tax, regulatory, accounting, and compliance
developments that could impact its business.
REGULATION
EVM, BMR, Atlanta Capital and Fox Asset Management are each registered with the
SEC under the Advisers Act. The Advisers Act imposes numerous obligations on
registered investment advisers, including fiduciary duties, recordkeeping
requirements, operational requirements and disclosure obligations. Most Eaton
Vance funds are registered with the SEC under the Investment Company Act of
1940, as amended. Except for privately-offered funds exempt from registration,
each U.S. fund is also required to make notice filings with all states where it
is offered for sale. Virtually all aspects of the Company's investment
management business are subject to various federal and state laws and
regulations. These laws and regulations are primarily intended to benefit
shareholders of the funds and separate account investment clients and generally
grant supervisory agencies and bodies broad administrative powers, including the
power to limit or restrict the Company from carrying on its investment
management business in the event that it fails to comply with such laws and
regulations. In such event, the possible sanctions, which may be imposed,
include the suspension of individual employees, limitations on EVM, BMR, Atlanta
Capital or Fox Asset Management engaging in the investment management business
for specified periods of time, the revocation of any such Company's registration
as an investment adviser and other censures or fines.
9
ITEM 1. BUSINESS (CONTINUED)
EVD is registered as a broker/dealer under the Securities Exchange Act of 1934
and is subject to regulation by the SEC, the National Association of Securities
Dealers, Inc. ("NASD") and other federal and state agencies. EVD is subject to
the SEC's net capital rule designed to enforce minimum standards regarding the
general financial condition and liquidity of a broker/dealer. Under certain
circumstances, this rule limits the ability of the Company to make withdrawals
of capital and receive dividends from EVD. EVD's regulatory net capital has
consistently exceeded such minimum net capital requirements in fiscal 2002. The
securities industry is one of the most highly regulated in the United States,
and failure to comply with related laws and regulations can result in the
revocation of broker/dealer licenses, the imposition of censures or fines and
the suspension or expulsion from the securities business of a firm, its officers
or employees.
EVMI was granted permission in March 2002 by the Financial Services Authority
(FSA) to conduct a regulated business in the United Kingdom. EVMI's primary
business purpose is to distribute the company's investment products in Europe
and certain other international markets. Under the FSA's Financial Services and
Markets Act, EVMI is subject to certain liquidity and capital requirements. Such
capital requirements may limit the company's ability to make withdrawals of
capital from EVMI. In addition, failure to comply with such capital requirements
could jeopardize EVMI's approval to conduct business in the United Kingdom.
There were no violations of the capital requirements in fiscal 2002.
The Company's officers, directors and employees may from time to time own
securities that are held by one or more of the Funds. The Company's internal
policies with respect to individual investments by investment professionals
require prior clearance of most types of transactions and reporting of all
securities transactions, and restrict certain transactions to avoid the
possibility of conflicts of interest.
EMPLOYEES
On October 31, 2002, the Company and its subsidiaries had 575 full-time
employees. On October 31, 2001, the comparable figure was 562.
AVAILABLE INFORMATION
The Company makes available free of charge its annual reports on Form 10-K,
quarterly reports on Form 10-Q and current reports on Form 8-K as soon as
reasonably practicable after the such filing has been made with the SEC. Reports
may be obtained through the Company's website at EATONVANCE.COM or by calling
investor relations 617-482-8260.
10
ITEM 2. PROPERTIES
The Company conducts its principal operations through leased offices located in
Boston, Massachusetts, Atlanta, Georgia, Little Silver, New Jersey and London,
England. Management believes that the Company's facilities are adequate to serve
its currently anticipated business needs.
ITEM 3. LEGAL PROCEEDINGS
On October 15, 2001, a consolidated complaint was filed in the United States
District Court for the District of Massachusetts against Eaton Vance Classic
Senior Floating-Rate Fund, Eaton Vance Prime Rate Reserves, Eaton Vance
Institutional Senior Floating-Rate Fund, Eaton Vance Advisers Senior
Floating-Rate Fund (collectively, the "Funds"), their trustees and certain
officers of the Funds; Eaton Vance Management ("EVM"), the Funds' administrator;
Boston Management and Research ("BMR"), the Funds' investment adviser; and the
Company, the parent of EVM and BMR. The complaint, framed as a class action,
alleges that for the period between May 25, 1998 and March 5, 2001, the Funds'
assets were incorrectly valued and certain matters were not properly disclosed,
in violation of the federal securities laws. The complaint seeks unspecified
damages. The Company and the other named defendants believe that the complaint
is without merit and are vigorously contesting the lawsuit.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No items were submitted to a vote in the fourth quarter of fiscal 2002.
11
PART II
ITEM 5. MARKET FOR REGISTRANTS' COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Voting Common Stock, $0.0078125 par value, is not publicly traded
and is held by 11 Voting Trustees pursuant to the Voting Trust described in
paragraph (A) of Item 12 hereof, which paragraph (A) is incorporated herein by
reference.
The Company's Non-Voting Common Stock, $0.0078125 par value, is traded on the
New York Stock Exchange under the symbol EV. The approximate number of
registered holders of record of the Company's Non-Voting Common Stock at October
31, 2002 was 1,100. The additional information required to be disclosed in Item
5 is found on page 6 of the Company's 2002 Annual Report to Shareholders
(furnished as Exhibit 13.1 hereto), under the caption "Stock Price History" and
is incorporated herein by reference.
The following table sets forth certain information concerning equity
compensation plans:
(C) (2)
NUMBER OF
SECURITIES
REMAINING
(A) (1) AVAILABLE
NUMBER OF FOR FUTURE
SECURITIES ISSUANCE
TO BE ISSUED (B) UNDER EQUITY
UPON THE WEIGHTED-AVERAGE COMPENSATION
EXERCISE OF EXERCISE PRICE (EXCLUDING
OUTSTANDING OF OUTSTANDING PLANS
OPTIONS, OPTIONS, SECURITIES
WARRANTS WARRANTS REFLECTED IN
PLAN CATEGORY AND RIGHTS AND RIGHTS COLUMN(A))
- --- --------------------------------------------------------------------------
Equity compensation plans
approved by security holders 6,127,252 $22.18 6,155,228
Equity compensation plans not
approved by security holders -- -- --
--------------------------------------------
Total 6,127,252 $22.18 6,155,228
===========================================
(1) The amounts appearing under the "Number of securities to be issued upon the
exercise of outstanding options, warrants and rights" includes 6,127,252
shares related to the Company's Stock Option Plan.
(2) The amounts appearing under "Number of securities remaining available for
future issuance under equity compensation plans" includes 5,458,366 shares
related to the Company's Stock Option Plan and 696,862 shares related to
the Company's Restricted Stock Plan.
ITEM 6. SELECTED FINANCIAL DATA
Selected financial data appearing under the caption "Five Year Financial
Summary" on page 13 of the Company's 2002 Annual Report to Shareholders
(furnished as Exhibit 13.1 hereto), is incorporated by reference. A reference is
also made to the discussion of the significant accounting change on page 8 of
Item 1 of this document.
12
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS
Management's Discussion and Analysis of financial condition and results of
operations appearing on pages 14 through 26 of the Company's 2002 Annual Report
to Shareholders (furnished as Exhibit 13.1 hereto), is incorporated herein by
reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Quantitative and Qualitative Disclosures about Market Risk appearing under the
caption of "Quantitative and Qualitative Disclosures about Market Risk" within
Management's Discussion and Analysis of financial condition and results of
operations appearing on page 25 through 26 of the Company's 2002 Annual Report
to Shareholders (furnished as Exhibit 13.1 hereto), is incorporated herein by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The Company's consolidated financial statements and related notes thereto and
the independent auditors' report appearing on pages 27 through 50 of the
Company's 2002 Annual Report to Shareholders (furnished as Exhibit 13.1 hereto),
are incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
Not applicable.
13
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The following table sets forth the name, age and positions of each of the
Company's directors and executive officers at December 31, 2002:
NAME AGE POSITION
- --------------------------------------------------------------------------------
James B. Hawkes 61 Chairman of the Board, President and Chief
Executive Officer
John G.L. Cabot 68 Director
Leo I. Higdon, Jr. 56 Director
John M. Nelson 71 Director
Vincent M. O'Reilly 64 Director
Ralph Z. Sorenson 69 Director
Thomas E. Faust Jr. 44 Director, Executive Vice President and Chief
Investment Officer
Jeffrey P. Beale 46 Vice President and Chief Administrative Officer
Alan R. Dynner 62 Vice President, Secretary and Chief Legal Officer
Laurie G. Hylton 36 Vice President and Chief Accounting Officer
William M. Steul 60 Vice President, Treasurer and Chief Financial
Officer
Wharton P. Whitaker 58 Vice President and Chief Sales and Marketing Officer
Eaton Vance Corp. was founded as a holding company by Eaton & Howard, Vance
Sanders, Inc. in February 1981. Eaton & Howard, Vance Sanders, Inc. (renamed
Eaton Vance Management, Inc. in June 1984 and reorganized as Eaton Vance
Management in October 1990) was formed at the time of the acquisition of Eaton &
Howard, Incorporated by Vance, Sanders & Company, Inc. on May 1, 1979. In this
Item 10, the absence of a corporate name indicates that, depending on the dates
involved, the executive held the indicated titles in a firm in the chain of
Vance, Sanders & Company, Inc., Eaton & Howard, Vance Sanders Inc., or Eaton
Vance Corp. In general, the following officers hold their positions for a period
of one year or until their successors are duly chosen or elected.
Mr. Hawkes was elected President and Chief Executive Officer in October 1996 and
Chairman of the Board in October 1997. He was Executive Vice President of the
Company from January 1990 to October 1996 and a Vice President of the Company
from June 1975 to January 1990. He has been a Director since January 1982. Mr.
Hawkes serves as Chairman of the Executive Committee and as a member of the
Nominating and Governance Committees established by the Company's Board of
Directors. He is also Chairman of the Company's Management Committee. Mr. Hawkes
is an officer, trustee or director of all the registered investment companies
for which Eaton Vance Management or Boston Management and Research acts as
investment adviser.
Mr. Cabot has served as a Director of the Company since March 1989. He is
Chairman of the Nominating Committee and serves as a member of the Audit and
Governance Committees established by the Company's Board of Directors. Mr. Cabot
is also a Director of Cabot Corporation and Cabot Oil and Gas Corporation.
Mr. Higdon has served as a Director of the Company since January 2000. He serves
as a member of the Compensation, Option, and Governance Committees established
by the Company's Board of Directors. Mr. Higdon has served as the President of
the College of Charleston since September of 2001. Prior to joining the College
of Charleston, he served as the President of Babson College and as Dean of
Business Administration at the Darden Graduate School of Business Administration
at the University of Virginia. Mr. Higdon is also a Director of Crompton
Corporation and Newmont Mining.
14
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONTINUED)
Mr. Nelson has served as a Director of the Company since January 1998. He is
Chairman of the Governance Committee and serves as a member of the Compensation,
Option and Nominating Committees established by the Company's Board of
Directors. Mr. Nelson is Chairman of Commonwealth National Bank and serves as a
Director of BNS Corporation and Commerce Holdings Inc.
Mr. O'Reilly has served as a Director of the Company since April 1998. He is
Chairman of the Audit Committee and serves as a member of the Executive,
Nominating and Governance Committees established by the Company's Board of
Directors. Mr. O'Reilly serves as a faculty member at the Carroll Graduate
School of Management at Boston College. He was formerly a partner of Coopers and
Lybrand. Mr. O'Reilly serves as a Director of the Neiman Marcus Group and
Teradyne, Inc.
Mr. Sorenson has served as a Director of the Company since March 1989. He is
Chairman of both the Compensation and Option Committees and serves as a member
of the Audit and Governance Committees established by the Company's Board of
Directors. Mr. Sorenson also serves as a Director of Polaroid Corporation and
Whole Foods Market.
Mr. Faust was elected a Director of the Company in January 2002 and has been
Chief Investment Officer and Executive Vice President since January 2000. He
served as head of the Company's equity investment group from February 1995 to
October 2001 and was a Vice President of the Company from December 1987 to
January 2000. Mr. Faust serves as a member of the Executive and Governance
Committees established by the Company's Board of Directors and as a member of
the Company's Management Committee.
Mr. Beale has been a Vice President of the Company since June 1998 and the Chief
Administrative Officer of the Company since November 1999. Prior to joining the
Company, he was a Senior Vice President of Putnam Investments from December 1997
to June 1998. Mr. Beale was a Vice President of the Company from May 1992 to
December 1997. Mr. Beale is a member of the Company's Management Committee.
Mr. Dynner has been Vice President and Chief Legal Officer of the Company since
November 1996 and Secretary of the Company since January 2000. Prior to joining
the Company, Mr. Dynner was a senior partner with the law firm of Kirkpatrick &
Lockhart LLP in its New York and Washington, D.C. offices. Mr. Dynner is a
member of the Company's Management Committee. He is an officer of all the
registered investment companies for which Eaton Vance Management or Boston
Management and Research acts as investment adviser.
Ms. Hylton has been a Vice President of the Company since June 1994 and Chief
Accounting Officer since October 1997. She was the Internal Auditor of the
Company from June 1994 to October 1997.
Mr. Steul has been Vice President, Treasurer and Chief Financial Officer of the
Company since December 1994. Mr. Steul is a member of the Company's Management
Committee.
Mr. Whitaker has been Vice President and Chief Sales and Marketing Officer of
the Company since January 2002, and has been the President of Eaton Vance
Distributors, Inc., since November 1991. He was Executive Vice President and
National Sales Director of Eaton Vance Distributors, Inc., from June 1987 to
October 1991. Mr. Whitaker is a member of the Company's Management Committee.
15
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT (CONTINUED)
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
officers and Directors and persons who own more than ten percent of a registered
class of the Company's equity securities to file forms reporting their
affiliation with the Company and reports of ownership and changes in ownership
of the Company's equity securities with the Securities and Exchange Commission
and the New York Stock Exchange. These persons and entities are required by SEC
regulations to furnish the Company with copies of all Section 16(a) forms they
file. To the best of Company's knowledge, based solely on a review of the copies
of such reports furnished to the Company, during fiscal 2002 all Section 16(a)
filing requirements applicable to such individuals were complied with for fiscal
2002.
16
ITEM 11. EXECUTIVE COMPENSATION
(A) SUMMARY COMPENSATION TABLE
The following table sets forth certain information concerning the compensation
for each of the last three fiscal years of the Chief Executive Officer of the
Company and the four other most highly compensated executive officers of the
Company (hereafter referred to in this document as the "named executive
officers").
LONG TERM COMPENSATION
--------------------------------
ANNUAL COMPENSATION AWARDS
--------------------------------
OTHER ANNUAL RESTRICTED SECURITIES ALL OTHER
NAME AND PRINCIPAL COMPENSATION STOCK AWARD UNDERLYING COMPENSATION
POSITION YEAR SALARY BONUS (1) (2) OPTIONS (3)
- -------------------------------------------------------------------------------------------------------------------------
($) ($) ($) ($) (#) ($)
- -------------------------------------------------------------------------------------------------------------------------
James B. Hawkes President 2002 600,000 2,300,000 6,578 - 173,600 30,000
and Chief Executive 2001 602,000 3,125,000 4,090 - 160,000 30,000
Officer 2000 450,000 2,500,000 4,345 - 100,000 30,000
- -------------------------------------------------------------------------------------------------------------------------
Thomas E. Faust Jr. 2002 407,000 2,070,000 29,579 - 138,900 30,000
Executive Vice President 2001 407,000 2,812,500 38,348 - 125,000 30,000
and Chief Investment 2000 330,000 2,250,000 58,241 1,000,000 60,000 30,000
Officer
- -------------------------------------------------------------------------------------------------------------------------
Alan R. Dynner 2002 280,000 450,000 6,579 - 34,700 30,000
Vice President and Chief 2001 280,000 610,000 7,174 - 30,000 30,000
Legal Officer 2000 272,000 435,000 8,347 - 30,000 30,000
- -------------------------------------------------------------------------------------------------------------------------
William M. Steul 2002 280,000 450,000 - - 34,700 30,000
Vice President and Chief 2001 280,000 610,000 6,203 - 30,000 30,000
Financial Officer 2000 275,000 435,000 6,952 - 30,000 30,000
- -------------------------------------------------------------------------------------------------------------------------
Wharton P. Whitaker 2002 263,000 1,170,155 5,192 - 34,700 30,000
Vice President and Chief 2001 263,000 1,161,104 7,184 - 30,000 30,000
Sales and Marketing 2000 255,000 1,182,208 8,335 - 30,000 30,000
Officer
- -------------------------------------------------------------------------------------------------------------------------
(1) The amounts appearing under "Other Annual Compensation" represent the discount on the purchase of the Company's
stock under the Company's Employee Stock Purchase Plan and Incentive Plan - Stock Alternative.
(2) Mr. Faust had aggregate restricted stock holdings of 43,637 shares with a market value of $1,269,837 at October 31,
2002. Shares vest over five to seven years from the date of grant. The Company expects 43,637 shares to vest over
the next three years. Dividends are paid on restricted stock awards.
(3) The amounts appearing under "All Other Compensation" represent contributions by the Company to the Company's profit
sharing plans, supplemental profit sharing and 401(k) Plans.
17
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
(B) OPTION GRANTS IN LAST FISCAL YEAR
The following table summarizes stock option grants during 2002 to the named
executive officers:
PERCENTAGE
NUMBER OF OF TOTAL POTENTIAL REALIZABLE VALUE
SECURITIES OPTIONS AT ASSUMED ANNUAL RATES OF
UNDERLYING GRANTED TO EXERCISE STOCK PRICE APPRECIATION
OPTIONS EMPLOYEES IN PRICE EXPIRATION FOR OPTION TERM (1)
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
- --------------------------- --------------- --------------- ------------- -------------- ----------------------------
James B. Hawkes 170,113 9.0% $28.67 11/1/2011 3,067,207 7,772,905
3,487 0.2% $31.54 11/1/2006 17,623 51,037
Thomas E. Faust Jr. 135,413 7.2% $28.67 11/1/2011 2,441,552 6,187,372
3,487 0.2% $31.54 11/1/2006 17,623 51,037
Alan R. Dynner 31,213 1.7% $28.67 11/1/2011 562,783 1,426,203
3,487 0.2% $31.54 11/1/2006 17,623 51,037
William M. Steul 31,213 1.7% $28.67 11/1/2011 562,783 1,426,203
3,487 0.2% $31.54 11/1/2006 17,623 51,037
Wharton P. Whitaker 31,213 1.7% $28.67 11/1/2011 562,783 1,426,203
3,487 0.2% $31.54 11/1/2006 17,623 51,037
(1) Amounts calculated using 5 percent and 10 percent assumed annual rates of stock price appreciation represent
hypothetical gains that could be achieved for the respective options if exercised at the end of the option term.
Actual gains, if any, on stock option exercises will depend on the future performance of the Company's stock and the
dates on which the options are exercised.
18
ITEM 11. EXECUTIVE COMPENSATION (CONTINUED)
(C) AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION VALUES
The following table summarizes stock options exercised during 2002 and stock
options held as of October 31, 2002 by the named executive officers.
NUMBER OF
SHARES SECURITIES UNDERLYING VALUE OF UNEXERCISED
ACQUIRED ON VALUE UNEXERCISED OPTIONS AT FISCAL IN-THE-MONEY OPTIONS AT FISCAL
EXERCISE REALIZED YEAR END YEAR END (1)
-----------------------------------------------------------------------------------------------
EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
NAME (#) ($) (#) (#) ($) ($)
- -----------------------------------------------------------------------------------------------------------------------
James B. Hawkes 940,000 25,605,996 168,147 405,453 2,265,575 1,945,882
Thomas E. Faust Jr. 86,696 2,327,346 168,947 303,753 2,637,532 1,292,332
Alan R. Dynner 104,902 2,521,803 34,935 99,765 455,322 696,612
William M. Steul 58,400 1,599,691 32,835 99,065 419,115 684,543
Wharton P. Whitaker 54,784 1,429,223 35,635 99,065 467,391 684,543
(1) Based on the fair market value of the Company's Non-Voting Common stock on October 31, 2002 ($28.71) as reported on
the New York Stock Exchange, less the option exercise price.
(D) COMPENSATION OF DIRECTORS
Directors not otherwise employed by the Company receive a retainer of $7,500 per
quarter, $1,500 per Directors' meeting, and $1,000 per committee meeting.
Directors serving as Chairmen of the Audit and Compensation Committees receive
an additional retainer of $500 per quarter. During the fiscal year ended October
31, 2002, Leo Higdon and John M. Nelson, Jr. each received $37,000; John G.L.
Cabot, Vincent M. O'Reilly and Ralph Z. Sorenson received $40,000, $42,000, and
$43,000, respectively. In addition, each Director was granted options for 6,000
shares.
(E) COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
There are no compensation committee interlocks or insider participation.
19
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(A) COMMON STOCK
All outstanding shares of the Company's Voting Common Stock, $0.0078125 par
value (which is the only class of the Company's stock having voting rights) are
deposited in a Voting Trust, of which the Voting Trustees were (as of December
31, 2002), James B. Hawkes, Thomas E. Faust Jr., Alan R. Dynner, William M.
Steul, Wharton P. Whitaker, Thomas J. Fetter, Duncan W. Richardson, Jeffery P.
Beale, Scott H. Page, Payson F. Swaffield, and Michael W. Weilheimer. The Voting
Trust was renewed for an additional three-year term until October 30, 2003. The
Voting Trustees have unrestricted voting rights to elect the Company's
directors. At December 31, 2002, the Company had outstanding 154,880 shares of
Voting Common Stock. Inasmuch as the eleven Voting Trustees of the Voting Trust
have unrestricted voting rights with respect to the Voting Common Stock (except
that the Voting Trust Agreement provides that the Voting Trustees shall not vote
such Stock in favor of the sale, mortgage or pledge of all or substantially all
of the Company's assets or for any change in the capital structure or powers of
the Company or in connection with a merger, consolidation, reorganization or
dissolution of the Company or the termination of the Voting Trust or the
addition of a Voting Trustee or of the removal of a Voting Trustee by the other
Voting Trustees or the renewal of the term of the Voting Trust without the
written consent of the holders of Voting Trust Receipts representing at least a
majority of such Stock subject at the time to the Voting Trust Agreement), they
may be deemed to be the beneficial owners of all of the Company's outstanding
Voting Common Stock by virtue of Rule 13d-3(a)(1) under the Securities Exchange
Act of 1934. The Voting Trust Agreement provides that the Voting Trustees shall
act by a majority if there are six or more Voting Trustees; otherwise they shall
act unanimously except as otherwise provided in the Voting Trust Agreement. The
address of the Voting Trustees is 255 State Street, Boston, Massachusetts 02109.
The following table sets forth the beneficial owners at December 31, 2002, of
the Voting Trust Receipts issued under said Voting Trust Agreement, which
Receipts cover the aggregate of 154,880 shares of the Voting Common Stock then
outstanding:
NUMBER OF
SHARES OF
VOTING COMMON
STOCK COVERED
TITLE OF CLASS NAME BY RECEIPTS % OF CLASS
- -------------------------------------------------------------------------------
Voting Common Stock James B. Hawkes 37,120 24%
Voting Common Stock Thomas E. Faust Jr. 27,906 18%
Voting Common Stock Alan R. Dynner 18,558 12%
Voting Common Stock William M. Steul 18,558 12%
Voting Common Stock Wharton P. Whitaker 18,558 12%
Voting Common Stock Thomas J. Fetter 7,746 5%
Voting Common Stock Duncan W. Richardson 7,746 5%
Voting Common Stock Jeffrey P. Beale 4,672 3%
Voting Common Stock Scott H. Page 4,672 3%
Voting Common Stock Payson F. Swaffield 4,672 3%
Voting Common Stock Michael W. Weilheimer 4,672 3%
20
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(CONTINUED)
Messrs. Hawkes and Faust are officers and Directors of the Company and Voting
Trustees of the Voting Trust; Messrs. Beale, Dynner, Steul and Whitaker are all
officers of the Company and Voting Trustees of the Voting Trust; Messrs. Fetter,
Richardson, Page, Swaffield and Weilheimer are officers of Eaton Vance
Management and Voting Trustees of the Voting Trust. No transfer of any kind of
the Voting Trust Receipts issued under the Voting Trust may be made at any time
unless they have first been offered to the Company at book value. In the event
of the death or termination of employment with the Company or a subsidiary of a
holder of the Voting Trust Receipts, the shares represented by such Voting Trust
Receipts must be offered to the Company at book value. Similar restrictions
exist with respect to the Voting Common Stock, all shares of which are deposited
and held of record in the Voting Trust.
(B) NON-VOTING COMMON STOCK
The Articles of Incorporation of the Company provide that its Non-Voting Common
Stock, $0.0078125 par value, shall have no voting rights under any circumstances
whatsoever. As of December 31, 2002, the officers and Directors of the Company,
as a group, beneficially owned 5,586,527 shares of such Non-Voting Common Stock
(including, as noted, unexercised options to purchase such stock and any shares
held in the trust of the Stock Option Income Deferral Plan) or 7.91 percent of
the 69,162,424 shares then outstanding plus 810,953 shares subject to options
exercisable within 60 days and 657,517 held in the trust of the Stock Option
Income Deferral Plan based solely upon information furnished by the officers and
Directors.
The following table sets forth the beneficial ownership of the Company's
Non-Voting Common Stock (including, as noted unexercised options to purchase
such stock by (i) each person known by the Company to own beneficially more than
5 percent of the outstanding shares of Non-Voting Common Stock, (ii) each
Director of the Company, and (iii) each of the named executive officers of the
Company (as defined in Item 11, "Executive Compensation") as of December 31,
2002 (such investment power being sole unless otherwise indicated):
AMOUNT OF PERCENTAGE
BENEFICIAL OF
TITLE OF CLASS BENEFICIAL OWNERS OWNERSHIP (A) CLASS (B)
- --------------------------------------------------------------------------------
Non-Voting Common Stock Landon T. Clay 7,748,932 (g) 11.20
Non-Voting Common Stock James B. Hawkes 2,775,468 (c)(d)(f) 4.00
Non-Voting Common Stock Thomas E. Faust Jr. 977,341 (c)(f) 1.41
Non-Voting Common Stock Wharton P. Whitaker 737,453 (c)(f) 1.07
Non-Voting Common Stock William M. Steul 325,658 (c)(f) 0.47
Non-Voting Common Stock Alan R. Dynner 249,825 (c) 0.36
Non-Voting Common Stock John G.L. Cabot 224,979 (c)(e) 0.33
Non-Voting Common Stock Ralph Z. Sorenson 84,227 (c) 0.12
Non-Voting Common Stock John M. Nelson 19,835 (c) 0.03
Non-Voting Common Stock Vincent M. O'Reilly 11,370 (c) 0.02
Non-Voting Common Stock Leo I. Higdon 6,761 (c) 0.01
21
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
(CONTINUED)
(a) Based solely upon information furnished by the individuals.
(b) Based on 69,162,424 outstanding shares plus options exercisable within
60 days of 295,240 for Mr. Hawkes, 190,300 for Mr. Faust, 68,230 for Mr.
Dynner, 56,720 for Mr. Whitaker, 56,720 for Mr. Steul, 11,835 for Mr.
Nelson, 11,835 for Mr. Cabot, 11,835 for Mr. Sorenson, 10,152 for Mr.
O'Reilly, and 5,470 for Mr. Higdon.
(c) Includes shares subject to options exercisable within 60 days granted
to, but not exercised by, each named executive officer above.
(d) Includes 93,160 shares owned by Mr. Hawkes' spouse and 61,349 shares
held by Mr. Hawkes' daughter.
(e) Includes 32,000 shares held in a family limited partnership.
(f) Includes shares held in the trust of the Stock Option Income Deferral
Plan of 474,611 shares for Mr. Hawkes, 111,540 shares for Mr. Faust,
40,661 shares for Mr. Steul, and 30,705 shares for Mr. Whitaker.
(g) Includes 20,336 shares held in trust of a profit sharing retirement plan
for the employees of LTC Corp. 60 percent owned by Mr. Clay.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(C) INDEBTEDNESS OF MANAGEMENT
The Company has established an Executive Loan Program under which a maximum of
$10 million is available for loans to key employees and Directors for purposes
of financing the exercise of stock options for shares of the Company's
Non-Voting Common Stock. Loans are written for a seven-year period, at varying
fixed interest rates (currently ranging from 3.8 percent to 7.1 percent), are
payable in annual installments commencing with the third year in which the loan
is outstanding and are collateralized by stock issued upon exercise of the
option. The Company ceased making new loans under the Executive Loan Program to
executive officers and Directors in conformity with a federal law effective July
30, 2002. Other key employees remain eligible for new loans under the program.
Loans outstanding under this program amounted to $3,529,662 at October 31, 2002.
The following table sets forth the executive officers and Directors of the
Company who were indebted to the Company under the foregoing loan program at any
time since November 1, 2001, in an aggregate amount in excess of $60,000:
22
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (CONTINUED)
LARGEST AMOUNT RATE OF
OF LOANS INTEREST
OUTSTANDING LOANS CHARGED ON
SINCE OUTSTANDING AS LOANS AS
11/1/2001 OF 12/31/2002 OF 12/31/2002
- -------------------------------------------------------------------------------
Alan Dynner $499,865 $499,865 4.96% - 4.98% (1)
James B. Hawkes $413,852 $361,330 4.83% - 6.77% (2)
Laurie G. Hylton $102,688 $102,688 4.30% - 5.21% (3)
Jeffrey P. Beale $86,016 $86,016 4.30%
(1) 4.96% interest payable on $399,940 principal amount and 4.98% interest
payable on $99,925 principal amount.
(2) 6.77% interest payable on $70,000 principal amount, 4.83% interest payable
on $174,798 principal amount, 6.47% interest payable on $58,266 principal
amount, and 6.32% interest payable on $58,266 principal amount.
(3) 5.21% interest payable on $31,313 principal amount and 4.30% interest
payable on $71,375 principal amount.
ITEM 14. CONTROLS AND PROCEDURES
EVALUATION OF CONTROLS AND PROCEDURES
Within 90 days prior to the filing this report, the Company evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures. Disclosure controls and procedures are the controls and other
procedures that the Company designed to ensure that it records, processes,
summarizes and reports in a timely manner the information it must disclose in
reports that it files with or submits to the SEC. James B. Hawkes, Chairman,
Director and Principal Executive Officer, and William M. Steul, Treasurer and
Chief Financial Officer, reviewed and participated in this evaluation. Based on
this evaluation, Messrs. Hawkes and Steul concluded that, as of the date of
their evaluation, the Company's disclosure controls and procedures were
effective.
Since the date of the evaluation described above, there have not been any
significant changes in the Company's internal accounting controls or in other
factors that could significantly affect those controls.
23
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(A) EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(1) The following consolidated financial statements of Eaton Vance Corp.
and independent auditors' report, included on pages 27 through 50 of the
Annual Report, are incorporated by reference as a part of this Form 10-K:
SEPARATE
DOCUMENT
EATON VANCE CORP. 2002 ANNUAL REPORT TO SHAREHOLDERS PAGE NUMBER
------------------------------------------------------------------------------
Consolidated Statements of Income for each of the three
years in the period ended October 31, 2002 27
Consolidated Balance Sheets as of October 31, 2002 and 2001 28-29
Consolidated Statements of Shareholders' Equity and Comprehensive
Income for each of the three years in the period ended October 31,
2002 30-31
Consolidated Statements of Cash Flows for each of the three
years in the period ended October 31, 2002 32
Notes to Consolidated Financial Statements 33-49
Independent Auditors' Report 50
All schedules have been omitted because they are not required, are not
applicable or the information is otherwise shown in the consolidated
financial statements or notes thereto.
(2) The list of exhibits required by Item 601 of Regulation S-K is set
forth in the Exhibit Index on pages 28 through 31 and is incorporated
herein by reference.
(B) REPORTS ON FORM 8-K
The Company filed a Form 8-K with the SEC on August 21, 2002, regarding the
Company's press release of its results of operations for the quarter ended July
31, 2002.
The Company filed a Form 8-K with the SEC on November 13, 2002, regarding the
amendment of certain terms of zero-coupon exchangeable senior notes issued by
EVM due in 2031 ("Notes").
The Company filed a Form 8-K with the SEC on November 14, 2002, announcing that
EVM was not required to repurchase any of the Notes.
The Company filed a Form 8-K with the SEC on November 26, 2002, regarding the
Company's press release of its results of operations for the quarter ended
October 31, 2002.
24
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Eaton Vance Corp. has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
EATON VANCE CORP.
/s/ James B. Hawkes
James B. Hawkes
Chairman, Director and Chief
Executive Officer
January 27, 2003
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Eaton Vance Corp.
and in the capacities and on the dates indicated:
/s/ James B. Hawkes Chairman, Director and January 27, 2003
James B. Hawkes Principal Executive Officer
/s/ William M. Steul Chief Financial Officer January 27, 2003
William M. Steul
/s/ Laurie G. Hylton Chief Accounting Officer January 27, 2003
Laurie G. Hylton
/s/ John G.L. Cabot Director January 27, 2003
John G.L. Cabot
/s/ Thomas E. Faust Jr. Director January 27, 2003
Thomas E. Faust Jr.
/s/ Leo I. Higdon Director January 27, 2003
Leo I. Higdon
/s/ John M. Nelson Director January 27, 2003
John M. Nelson
/s/ Vincent M. O'Reilly Director January 27, 2003
Vincent M. O'Reilly
/s/ Ralph Z. Sorenson Director January 27, 2003
Ralph Z. Sorenson
25
I, James B. Hawkes, certify that:
1. I have reviewed this annual report on Form 10-K of Eaton Vance Corp.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
DATE: January 27, 2003 /s/James B. Hawkes
---------------------------
(Signature)
James B. Hawkes
Chairman, Director and
Principal Executive Officer
26
I, William M. Steul, certify that:
1. I have reviewed this annual report on Form 10-K of Eaton Vance Corp.;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
annual report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this annual
report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date
of this annual report (the "Evaluation Date"); and
c) presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on
our evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal controls; and
6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
DATE: January 27, 2003 /s/William M. Steul
---------------------------
(Signature)
William M. Steul
Chief Financial Officer
27
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
Exhibits are filed as a part of this Report or incorporated herein by reference
pursuant to Rule 12b-32 under the Securities Exchange Act of 1934:
EXHIBIT NO. DESCRIPTION
2.1 Copy of the Unit Purchase Agreement, dated as of July 25, 2001, among
Eaton Vance Acquisitions, a Massachusetts Business Trust, and Fox Asset
Management, Inc., a New Jersey corporation, and Messrs. J. Peter
Skirkanich, James P. O'Mealia, George C. Pierdes, John R. Sampson and
Phillip R. Sloan has been filed as Exhibit 2.1 to the Quarterly Report on
Form 10-Q for the fiscal quarter ended July 31, 2001, (S.E.C. File No.
1-8100) and is incorporated herein by reference.
2.2 Copy of Amendment No. 1 of the Unit Purchase Agreement, dated as of July
25, 2001, among Eaton Vance Acquisitions, a Massachusetts Business Trust,
Saucon I, Inc., a New Jersey corporation formerly named Fox Asset
Management, Inc., Saucon III, a Delaware limited liability company,
Saucon IV, a Delaware limited liability company, and Messrs. J. Peter
Skirkanich, James P. O'Mealia, George C. Pierdes, John R. Sampson and
Phillip R. Sloan has been filed as Exhibit 2.2 to the Form 8-K A filed on
October 19, 2001, (S.E.C. File No. 1-8100) and is incorporated herein by
reference.
2.3 Copy of the Unit Purchase Agreement, dated as of August 2, 2001, among
Eaton Vance Acquisitions, a Massachusetts Business Trust, Atlanta Capital
Management Company LLC, and each of Daniel W. Boone III, Gregory L.
Coleman, Jerry D. Devore, William Hackney, III, Marilyn Robinson Irvin,
Dallas L. Lundy, Walter F. Reames, Jr. and Christopher A. Reynolds has
been filed as Exhibit 2.3 to the Form 8-K A filed on October 19, 2001,
(S.E.C. File No. 1-8100) and is incorporated herein by reference.
3.1 The Company's Amended Articles of Incorporation are filed as Exhibit 3.1
to the Company's registration statement on Form 8-B dated February 4,
1981, filed pursuant to Section 12(b) or (g) of the Securities Exchange
Act of 1934 (S.E.C. File No. 1-8100) and are incorporated herein by
reference.
3.2 The Company's By-Laws are filed as Exhibit 3.2 to the Company's
registration statement of Form 8-B dated February 4, 1981, filed pursuant
to Section 12(b) or (g) of the Securities Exchange Act of 1934 (S.E.C.
File No. 1-8100) and are incorporated herein by reference.
3.3 Copy of the Company's Articles of Amendment effective at the close of
business on November 22, 1983, has been filed as Exhibit 3.3 to the
Annual Report on Form 10-K of the Company for the fiscal year ended
October 31, 1983, (S.E.C. File No. 1-8100) and is incorporated herein by
reference.
3.4 Copy of the Company's Articles of Amendment effective at the close of
business on February 25, 1986 has been filed as Exhibit 3.4 to the Annual
Report on Form 10-K of the Company for the fiscal year ended October 31,
1986, (S.E.C. File No. 1-8100) and is incorporated herein by reference.
28
EXHIBIT NO. DESCRIPTION
3.5 Copy of the Company's Articles of Amendment effective at the close of
business on July 7, 1998 has been filed as Exhibit 3.1 to the Quarterly
Report on Form 10-Q for the fiscal quarter ended July 31, 1998, (S.E.C.
File No. 1-8100) and is incorporated herein by reference.
3.6 Copy of the Company's Articles of Amendment effective at the close of
business on October 11, 2000 has been filed as Exhibit 3.6 to the Annual
Report on Form 10-K of the Company for the fiscal year ended October 31,
2000 (S.E.C. File No. 1-8100) and is incorporated herein by reference.
4.1 The rights of the holders of the Company's Common Stock, par value
$0.0078125 per share, and Non-Voting Common Stock, par value $0.0078125
per share, are described in the Company's Amended Articles of
Incorporation (particularly Articles Sixth, Seventh and Ninth thereof)
and the Company's By-Laws (particularly Article II thereof). See Exhibits
3.1 through 3.6 above as incorporated herein by reference.
4.2 Copy of the Indenture between Eaton Vance Management and The Chase
Manhattan Bank, as Trustee, dated as of August 13, 2001 has been filed as
Exhibit 4.1 to the Form S-3 filed on November 9, 2001, (S.E.C. File No.
1-8100) and is incorporated herein by reference.
4.3 Copy of the First Supplemental Indenture between Eaton Vance Management
and The Chase Manhattan Bank, as Trustee, dated as of August 9, 2002 has
been filed as Exhibit 4.1 to the Form 8-K filed on August 9, 2002,
(S.E.C. File No. 1-8100) and is incorporated herein by reference.
4.4 Copy of the Second Supplemental Indenture between Eaton Vance Management
and The Chase Manhattan Bank, as Trustee, dated as of November 13, 2002
has been filed as Exhibit 4.1 to the Form 8-K filed on November 12, 2002,
(S.E.C. File No. 1-8100) and is incorporated herein by reference.
9.1 Copy of the Voting Trust Agreement made as of October 30, 1997 has been
filed as Exhibit 9.1 to the Annual Report on Form 10-K of the Company for
the fiscal year ended October 31, 1997, (S.E.C. File No. 1-8100) and is
incorporated herein by reference.
10.1 Copy of 1995 Executive Loan Program relating to financing or refinancing
the exercise of options by key directors, officers, and employees adopted
by the Company's Directors on October 12, 1995, has been filed as Exhibit
10.2 to the Annual Report on Form 10-K of the Company for the fiscal year
ended October 31, 1995, (S.E.C. File No. 1-8100) and is incorporated
herein by reference.
10.2 Copy of the Eaton Vance Corp. Supplemental Profit Sharing Plan adopted by
the Company's Directors on October 9, 1996, has been filed as Exhibit
10.12 to the Annual Report on Form 10-K of the Company for the fiscal
year ended October 31, 1996, (S.E.C. File No. 1-8100) and is incorporated
herein by reference.
10.3 Copy of 1995 Stock Option Plan - Restatement No. 2 as adopted by the
Eaton Vance Corp. Board of Directors on October 30, 1997 has been filed
as Exhibit 10.16 to the Annual Report on Form 10-K of the Company for the
fiscal year ended October 31, 1997, (S.E.C. File No. 1-8100) and is
incorporated herein by reference.
29
EXHIBIT NO. DESCRIPTION
10.4 Copy of 1998 Stock Option Plan as adopted by the Eaton Vance Corp. Board
of Directors on July 9, 1998 has been filed as Exhibit 10.1 to the
Quarterly Report on Form 10-Q of the Company for the fiscal quarter ended
July 31, 1998 (S.E.C. File No. 1-8100) and is incorporated herein by
reference.
10.5 Copy of Eaton Vance Corp. Executive Performance-Based Compensation Plan
as adopted by the Eaton Vance Corp. Board of Directors on July 9, 1998
has been filed as Exhibit 10.4 to the Quarterly Report on Form 10-Q of
the Company for the fiscal quarter ended July 31, 1998 (S.E.C. File No.
1-8100), and is incorporated herein by reference.
10.6 Copy of 1998 Executive Loan Program relating to financing or refinancing
the exercise of options by key directors, officers, and employees adopted
by the Eaton Vance Corp. Directors on October 15, 1998 has been filed as
Exhibit 10.21 to the Annual Report on Form 10-K of the Company for the
fiscal year ended October 31, 1999 (S.E.C. File No. 1-8100) and is
incorporated herein by reference.
10.7 Copy of 1999 Restricted Stock Plan as adopted by the Eaton Vance Corp.
Board of Directors on October 13, 1999 has been filed as Exhibit 10.21 to
the Annual Report on Form 10-K of the Company for the fiscal year ended
October 31, 1999 (S.E.C. File No. 1-8100) and is incorporated herein by
reference.
10.8 Copy of Amendment No. 1 to the Eaton Vance Corp. Executive
Performance-Based Compensation Plan as adopted by the Eaton Vance Corp.
Board of Directors on October 11, 2000 has been filed as Exhibit 10.16 to
the Annual Report on Form 10-K of the Company for the fiscal year ended
October 31, 2000 (S.E.C. File No. 1-8100) and is incorporated herein by
reference.
10.9 Copy of the restated Eaton Vance Corp. Supplemental Profit Sharing Plan
as adopted by the Eaton Vance Corp. Board of Directors on October 11,
2000 has been filed as Exhibit 10.17 to the Annual Report on Form 10-K of
the Company for the fiscal year ended October 31, 2000 (S.E.C. File No.
1-8100) and is incorporated herein by reference.
10.10 Copy of Stock Option Income Deferral Plan as adopted by the Eaton Vance
Corp. Board of Directors on April 18, 2001 has been filed as Exhibit 10.1
to the Quarterly Report on Form 10-Q of the Company for the fiscal
quarter ended April 30, 2001, (S.E.C. File No. 1-8100) and is
incorporated herein by reference.
10.11 Copy of 1986 Employee Stock Purchase Plan - Restatement No. 9 as adopted
by the Eaton Vance Corp. Board of Directors on July 11, 2001 has been
filed as Exhibit 10.19 to the Quarterly Report on Form 10-Q of the
Company for the fiscal quarter ended July 31, 2001, (S.E.C. File No.
1-8100) and is incorporated herein by reference.
10.12 Copy of 1992 Incentive Plan - Stock Alternative - Restatement No. 5 as
adopted by the Eaton Vance Corp. Board of Directors on July 11, 2001 has
been filed as Exhibit 10.19 to the Quarterly Report on Form 10-Q of the
Company for the fiscal quarter ended July 31, 2001, (S.E.C. File No.
1-8100) and is incorporated herein by reference.
10.13 Copy of 1998 Stock Option Plan - Restatement No. 3 as adopted by the
Eaton Vance Corp. Board of Directors on December 12, 2001 has been filed
as Exhibit 10.22 to the Annual Report on Form 10-K of the Company for the
fiscal year ended October 31, 2001, (S.E.C. File No. 1-8100) and is
incorporated herein by reference.
30
EXHIBIT NO. DESCRIPTION
10.14 Copy of the Credit Agreement, dated December 21, 2001, between Eaton
Vance Management as borrower, Citicorp USA, Inc. as syndication agent and
JP Morgan Chase Bank, as administrative agent has been filed as Exhibit
10.23 to the Annual Report on Form 10-K of the Company for the fiscal
year ended October 31, 2001, (S.E.C. File No. 1-8100) and is incorporated
herein by reference.
13.1 Copy of the Company's Annual Report to Shareholders for the fiscal year
ended October 31, 2002 (furnished herewith - such Annual Report, except
for those portions thereof which are expressly incorporated by reference
in this report on Form 10-K, is furnished solely for the information of
the Securities and Exchange Commission and is not to be deemed "filed" as
a part of this report on Form 10-K).
21.1 List of the Company's Subsidiaries as of October 31, 2002 (filed
herewith).
23.1 Independent Auditors' Consent (filed herewith).
99.1 Certification of Chief Executive Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.2 Certification of Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.
99.3 List of Eaton Vance Corp. Open Registration Statements (filed herewith).