SECURITIES AND EXCHANGE COMMISSION

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 23, 2012

EATON VANCE CORP.

(Exact name of registrant as specified in its charter)

Maryland

1 - 8100

04-2718215

(State or other jurisdiction

(Commission File Number)

(IRS Employer Identification No.)

of incorporation)

Two International Place, Boston, Massachusetts

02110

(Address of principal executive offices)

(Zip Code)

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

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

☐

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

☐

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

☐

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

(17 CFR 240.14d-2(b))

☐

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

(17 CFR 240.13e-4(c))

INFORMATION INCLUDED IN THE REPORT

Item 2.02.

Results of Operations and Financial Condition

Registrant has reported its results of operations for the three and six months ended April 30, 2012, as described in Registrant’s news release dated May 23, 2012, a copy of which is furnished herewith as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits

Exhibit No.

Document

99.1

Press release issued by the Registrant dated May 23, 2012.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

EATON VANCE CORP.

(Registrant)

Date:

May 23, 2012

/s/ Laurie G. Hylton

Laurie G. Hylton, Chief Financial Officer &

Chief Accounting Officer

EXHIBIT INDEX

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

Exhibit No.

Description

99.1

Copy of Registrant's news release dated May 23, 2012.

Exhibit 99.1

[evc8k_8k002.gif]

News Release

Contacts: Laurie G. Hylton 617.672.8527

Daniel C. Cataldo 617.672.8952

Eaton Vance Corp.

Report for the Three and Six Month Periods Ended April 30, 2012

Boston, MA, May 23, 2012 – Eaton Vance Corp. (NYSE: EV) today reported adjusted earnings per diluted share⁽¹⁾ of $0.45 for the second quarter of fiscal 2012 compared to adjusted earnings per diluted share of $0.47 in the first quarter of fiscal 2012 and $0.52 in the second quarter of fiscal 2011. Adjusted earnings per diluted share were increased $0.01 and $0.03 in the first quarter of fiscal 2012 and the second quarter of fiscal 2011, respectively, by gains related to the sale of the Company’s equity interest in Lloyd George Management (BVI) Limited (“Lloyd George Management”) in the second quarter of fiscal 2011.

As determined under U.S. generally accepted accounting principles (“GAAP”), the Company earned $0.44 per diluted share in the second quarter of fiscal 2012, $0.40 in the first quarter of fiscal 2012 and $0.50 in the second quarter of fiscal 2011. Adjusted earnings differed from GAAP earnings due to adjustments in connection with increases in the estimated redemption value of non-controlling interests in affiliates redeemable at other than fair value, which totaled $0.01, $0.07 and $0.02 per diluted share in the second quarter of fiscal 2012, the first quarter of fiscal 2012 and the second quarter of fiscal 2011, respectively.

Adjusted earnings per diluted share were $0.92 in the six months ended April 30, 2012 compared to $0.97 in the six months ended April 30, 2011. The Company’s GAAP earnings per diluted share were $0.84 and $0.80, respectively, for the compared semi-annual periods. The Company’s adjusted and GAAP earnings per diluted share were increased $0.01 and $0.03 in the first half of fiscal 2012 and 2011, respectively, by gains related to the sale of the Company’s equity interest in Lloyd George Management noted above.

Net inflows of $0.6 billion into long-term funds and separate accounts in the second quarter of fiscal 2012 compare to net outflows of $1.1 billion in the first quarter of fiscal 2012 and net inflows of $2.9 billion in the second quarter of fiscal 2011. As shown in Table 1 (Attachment 5), the sequential improvement in net flows from the first quarter of fiscal 2012 reflects better flow results for each long-term investment category: equities, fixed income, floating-rate income and alternatives.

“We were pleased to see the Company return to positive organic growth in the second quarter of fiscal 2012,” said Thomas E. Faust Jr., Chairman and Chief Executive Officer. “Even as we face renewed macro concerns and deteriorating markets, we continue to see significant growth opportunities for Eaton Vance.”

Assets under management were $197.5 billion on April 30, 2012, an increase of 3 percent from the $191.7 billion of managed assets on January 31, 2012 and down 3 percent from managed assets of $203.0 billion on April 30, 2011. Assets under management on April 30, 2012 included $114.0 billion in

long-term funds, $40.9 billion in institutional separate accounts, $14.7 billion in high-net-worth separate accounts, $27.5 billion in retail managed accounts and $0.3 billion in cash management fund assets. Average assets under management were $195.6 billion in the second quarter of fiscal 2012, up 4 percent from $187.4 billion in the first quarter of fiscal 2012 and down 1 percent from $197.3 billion in the second quarter of fiscal 2011. The sequential increase in assets under management in the second quarter of fiscal 2012 reflects long-term net inflows of $0.6 billion, market appreciation of $5.4 billion and a $0.2 billion reduction in cash management fund assets.

As shown in Table 2 (Attachment 6), gross sales and other inflows were $13.2 billion in the second quarter of fiscal 2012, up 15 percent from $11.5 billion in the first quarter of fiscal 2012 and down 17 percent from $16.0 billion in the second quarter of fiscal 2011. Gross redemptions and other outflows were $12.7 billion in the second quarter of fiscal 2012, up 1 percent from $12.6 billion in the first quarter of fiscal 2012 and down 3 percent from $13.0 billion in the second quarter of fiscal 2011.

Attachments 5 and 6 summarize the Company’s assets under management and asset flows by investment mandate and investment vehicle.


Financial Highlights

		Three Months Ended
		(in thousands, except per share figures)

		April 30,		January 31,		April 30,
		2012		2012		2011

Revenue		$	304,770	$	295,606	$	315,613
Expenses			205,959		202,786		208,801
Operating income			98,811		92,820		106,812

Operating margin			32%		31%		34%

Non-operating income (expense)			(855)		5,733		(12,937)
Income taxes			(35,164)		(35,187)		(41,337)
Equity in net (loss) income of affiliates, net of tax			(22)		1,504		1,227
Net income			62,770		64,870		53,765
Net (income) loss attributable to non-controlling
	interests and other beneficial interest holders		(9,900)		(17,599)		8,714
Net income attributable to
	Eaton Vance Corp. shareholders	$	52,870	$	47,271	$	62,479
Adjusted net income attributable to Eaton
	Vance Corp. shareholders	$	53,967	$	55,373	$	65,354

Earnings per diluted share		$	0.44	$	0.40	$	0.50

Adjusted earnings per diluted share		$	0.45	$	0.47	$	0.52

Second Quarter Fiscal 2012 vs. First Quarter Fiscal 2012

Revenue in the second quarter of fiscal 2012 increased 3 percent to $304.8 million from revenue of $295.6 million in the first quarter of fiscal 2012. Investment advisory and administrative fees were up 4 percent in the second quarter of fiscal 2012 compared to the first quarter of fiscal 2012, consistent with the 4 percent increase in average assets under management. Reflecting a declining share of managed assets in fund share classes that are subject to distribution and service fees, revenues from such fees were substantially unchanged.

Expenses increased 2 percent to $206.0 million in the second quarter of fiscal 2012 from $202.8 million in the first quarter of fiscal 2012, reflecting increases in compensation, certain distribution expenses and

other expenses, offset by decreases in service fee expenses and reduced amortization of deferred sales commissions. The increase in compensation expense reflects increases in sales- and operating income-based incentives, partly offset by a decrease in stock-based compensation. Gross sales and other inflows, which drive sales-based incentives, were up 15 percent in the second quarter of fiscal 2012 compared to the first quarter of fiscal 2012. Pre-bonus adjusted operating income, which drives operating-income based incentives, was up 3 percent for the same period. The increase in distribution expense reflects an increase in intermediary marketing support payments to our distribution partners, driven by growth in sales and managed assets and revised terms of certain support agreements. Higher other expenses can be primarily attributed to increased spending on information technology and other professional services, reflecting ongoing investment in systems and legal expenses related to various corporate initiatives. The decreases in service fee expense and the amortization of deferred sales commissions largely reflect changes in product mix away from fund share classes to which these expenses apply.

Operating income was up 6 percent to $98.8 million in the second quarter of fiscal 2012 from $92.8 million in the first quarter of fiscal 2012.

Non-operating expense reduced income before taxes by $0.9 million in the second quarter of fiscal 2012, compared to a non-operating income contribution of $5.7 million in the first quarter of fiscal 2012. The decrease in non-operating income (expense) is attributable primarily to a $5.4 million decline in gains and other investment income earned on the Company’s investments in sponsored products and a $1.4 million decrease in gains and other investment income recognized by the Company’s consolidated collateralized loan obligation (“CLO”) entity. The Company’s gains and other investment income in the first quarter of fiscal 2012 included a $2.4 million gain recognized upon the sale of the Company’s interest in Lloyd George Management in the second quarter of fiscal 2011.

The Company’s effective tax rate, calculated as a percentage of income before income taxes and equity in net income of affiliates, was 35.9 percent in the second quarter of fiscal 2012. Excluding the impact of other income (expense) associated with the Company’s consolidated CLO entity borne by other beneficial interest holders, the Company’s effective tax rate was approximately 37.3 percent for the quarter.

Equity in net income of affiliates was down $1.5 million in the second quarter of fiscal 2012 compared to the first quarter of fiscal 2012, largely due to a reduction in the Company’s attributable share of the earnings of a private equity partnership in which it invests.

Net income attributable to non-controlling and other beneficial interests totaled $9.9 million in the second quarter of fiscal 2012 and $17.6 million in the first quarter of fiscal 2012. As shown in Attachment 3, the decrease can be primarily attributed to a decrease in non-controlling interest value adjustments. Included in net (income) loss attributable to non-controlling and other beneficial interests in the second quarter of fiscal 2012 are $1.1 million of non-controlling interest value adjustments that relate primarily to the profit growth of our subsidiary Parametric Risk Advisors based on an April 30 measurement date. Included in net (income) loss attributable to non-controlling and other beneficial interests in the first quarter of fiscal 2012 are $8.1 million of non-controlling interest value adjustments that relate primarily to the profit growth of our subsidiary Parametric Portfolio Associates based on a December 31 measurement date.

Second Quarter Fiscal 2012 vs. Second Quarter Fiscal 2011

Revenue in the second quarter of fiscal 2012 decreased 3 percent to $304.8 million from revenue of $315.6 million in the second quarter of fiscal 2011, reflecting lower average assets under management and lower distribution- and service-related revenues. Investment advisory and administrative fees were down 1 percent, consistent with the 1 percent decrease in average assets under management. Distribution and service fees were, on a combined basis, down 13 percent, reflecting lower managed assets in fund share classes that are subject to distribution and service fees.

Expenses decreased 1 percent to $206.0 million in the second quarter of fiscal 2012 from $208.8 million in the second quarter of fiscal 2011, reflecting lower distribution and service fee expenses and reduced

amortization of deferred sales commissions, offset by increases in compensation, fund-related and other expenses. The decreases in distribution and service fee expenses and amortization of deferred sales commissions largely reflect the changes in product mix noted above. The increase in compensation expense reflects the base salaries and benefits associated with a 5 percent increase in headcount and a $1.1 million increase in severance costs, partly offset by decreases in sales- and operating income-based incentives. Gross sales and other inflows, which drive sales-based incentives, were down 17 percent in the second quarter of fiscal 2012 compared to the second quarter of fiscal 2011, while pre-bonus adjusted operating income, which drives operating-income based incentives, was down 7 percent over the same period. The increase in fund-related expenses can be attributed primarily to higher sub-advisory expenses. The increase in other expenses is attributable primarily to higher spending for information technology and other professional services to support the Company’s growth.

Operating income was down 7 percent to $98.8 million in the second quarter of fiscal 2012 from $106.8 million in the second quarter of fiscal 2011.

Non-operating expense reduced income before taxes by $0.9 million in the second quarter of fiscal 2012 compared to a reduction of $12.9 million in the second quarter of fiscal 2011. The decrease in non-operating expense reflects a $21.9 million positive swing in gains and other investment income recognized by the Company’s consolidated CLO entity and a $9.7 million decrease in gains and other investment income earned on the Company’s investments in sponsored products. The Company’s gains and other investment income in the second quarter of fiscal 2011 included a $5.5 million gain recognized upon the sale of the Company’s interest in Lloyd George Management.

Equity in net income of affiliates was down $1.2 million in the second quarter of fiscal 2012 compared to the second quarter of fiscal 2011, largely due to a reduction in the Company’s attributable share of the earnings of a private equity partnership in which it invests.

Net income attributable to non-controlling and other beneficial interests was $9.9 million in the second quarter of fiscal 2012 compared to a net loss attributable to non-controlling and other beneficial interests of $8.7 million in the second quarter of fiscal 2011. As shown in Attachment 3, the change can be primarily attributed to an improvement in the financial performance of the Company’s consolidated CLO entity. Included in net (income) loss attributable to non-controlling and other beneficial interests in the second quarter of fiscal 2012 and 2011 are $1.1 million and $2.9 million, respectively, of non-controlling interest value adjustments that relate primarily to the profit growth of our subsidiary Parametric Risk Advisors based on an April 30 measurement date.

Balance Sheet Information

Cash and cash equivalents totaled $514.7 million on April 30, 2012, with no outstanding borrowings against the Company’s $200.0 million credit facility. During the first six months of fiscal 2012, the Company used $51.7 million to repurchase and retire approximately 2.0 million shares of its Non-Voting Common Stock under its repurchase authorization. Approximately 5.9 million shares of the current 8.0 million share repurchase authorization remains unused.

Conference Call Information

Eaton Vance Corp. (NYSE: EV) will host a conference call and webcast at 11:00 AM EDT today to discuss the financial results for the three and six month periods ended April 30, 2012. To participate in the conference call, please call 877-407-0778 (domestic) or 201-689-8565 (international) and refer to “Eaton Vance Corp. Second Quarter Earnings.” A webcast of the conference call can also be accessed via Eaton Vance’s website, www.eatonvance.com.

A replay of the call will be available for one week by calling 877-660-6853 (domestic) or 201-612-7415 (international) or by accessing Eaton Vance’s website, www.eatonvance.com. Listeners to the telephone replay must enter the account number 286 and the confirmation code 394586.

About Eaton Vance Corp.

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

Forward-Looking Statements

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


																Attachment 1
Eaton Vance Corp.
Summary of Results of Operations
(in thousands, except per share figures)
(unaudited)


			Three Months Ended										Six Months Ended
									% Change		% Change
			April 30,		January 31,		April 30,		Q2 2012 to		Q2 2012 to		April 30,		April 30,		%
			2012		2012		2011		Q1 2012		Q2 2011		2012		2011		Change
Revenue:

	Investment advisory and administrative fees		$	248,888	$	239,452	$	251,670	4	%	(1)	%	$	488,340	$	494,404	(1)	%
	Distribution and underwriter fees			22,551		22,515		26,141	-		(14)			45,066		53,468	(16)
	Service fees			32,065		32,299		36,478	(1)		(12)			64,364		73,823	(13)
	Other revenue			1,266		1,340		1,324	(6)		(4)			2,606		2,532	3
		Total revenue		304,770		295,606		315,613	3		(3)			600,376		624,227	(4)
Expenses:

	Compensation and related costs			97,566		96,683		97,157	1		-			194,249		194,207	-
	Distribution expense			32,960		32,328		33,657	2		(2)			65,288		66,354	(2)
	Service fee expense			28,088		28,673		30,780	(2)		(9)			56,761		62,109	(9)
	Amortization of deferred sales commissions			5,533		5,820		9,643	(5)		(43)			11,353		19,993	(43)
	Fund expenses			6,590		6,651		5,017	(1)		31			13,241		9,561	38
	Other expenses			35,222		32,631		32,547	8		8			67,853		65,846	3
		Total expenses		205,959		202,786		208,801	2		(1)			408,745		418,070	(2)
Operating income				98,811		92,820		106,812	6		(7)			191,631		206,157	(7)
Non-operating income (expense):
	Gains (losses) and other investment income, net			2,796		8,177		12,492	(66)		(78)			10,973		13,812	(21)
	Interest expense			(8,412)		(8,413)		(8,412)	-		-			(16,825)		(16,825)	-
	Other income (expense) of consolidated
		CLO entity:
		Gains (losses) and other investment income, net		8,895		10,280		(12,984)	(13)		NM			19,175		(11,149)	NM
		Interest expense		(4,134)		(4,311)		(4,033)	(4)		3			(8,445)		(5,547)	52
		Total non-operating income (expense)		(855)		5,733		(12,937)	NM		(93)			4,878		(19,709)	NM

Income before income taxes and equity
in net (loss) income of affiliates				97,956		98,553		93,875	(1)		4			196,509		186,448	5
Income taxes				(35,164)		(35,187)		(41,337)	-		(15)			(70,351)		(75,859)	(7)
Equity in net (loss) income of affiliates, net of tax				(22)		1,504		1,227	NM		NM			1,482		2,461	(40)
Net income				62,770		64,870		53,765	(3)		17			127,640		113,050	13
Net (income) loss attributable to
non-controlling and other beneficial interests				(9,900)		(17,599)		8,714	(44)		NM			(27,499)		(13,036)	111
Net income attributable to
Eaton Vance Corp. Shareholders			$	52,870	$	47,271	$	62,479	12		(15)		$	100,141	$	100,014	-

Earnings per share attributable to
Eaton Vance Corp. Shareholders:
	Basic		$	0.46	$	0.41	$	0.53	12		(13)		$	0.87	$	0.84	4
	Diluted		$	0.44	$	0.40	$	0.50	10		(12)		$	0.84	$	0.80	5

Weighted average shares outstanding:
	Basic			112,418		112,768		116,413	-		(3)			112,541		116,540	(3)
	Diluted			115,881		114,901		122,292	1		(5)			115,324		122,167	(6)

Dividends declared per share			$	0.190	$	0.190	$	0.180	-		6		$	0.380	$	0.360	6



						Attachment 2
Eaton Vance Corp.
Reconciliation of net income attributable to Eaton Vance Corp. shareholders
and earnings per diluted share to adjusted net income attributable to Eaton Vance
Corp. shareholders and adjusted earnings per diluted share
(unaudited)


		Three Months Ended						Six Months Ended
		April 30,		January 31,		April 30,		April 30,		April 30,
(in thousands, except per share figures)		2012		2012		2011		2012		2011

	Net income attributable to Eaton Vance
	Corp. shareholders	$	52,870	$	47,271	$	62,479	$	100,141	$	100,014

	Non-controlling interest value adjustments		1,097		8,102		2,875		9,199		21,072


	Adjusted net income attributable to Eaton
	Vance Corp. shareholders	$	53,967	$	55,373	$	65,354	$	109,340	$	121,086


	Earnings per diluted share	$	0.44	$	0.40	$	0.50	$	0.84	$	0.80

	Non-controlling interest value adjustments		0.01		0.07		0.02		0.08		0.17


	Adjusted earnings per diluted share	$	0.45	$	0.47	$	0.52	$	0.92	$	0.97



										Attachment 3
Eaton Vance Corp.
Reconciliation of net (income) loss attributable
to non-controlling and other beneficial interests
(unaudited)


			Three Months Ended						Six Months Ended
			April 30,		January 31,		April 30,		April 30,		April 30,
(in thousands)			2012		2012		2011		2012		2011

	Consolidated funds		$	(1,182)	$	(1,146)	$	(3,323)	$	(2,328)	$	(4,659)

	Majority-owned subsidiaries			(3,751)		(3,360)		(3,092)		(7,111)		(5,936)

	Consolidated CLO entity			(3,870)		(4,991)		18,004		(8,861)		18,631

	Non-controlling interest value adjustments			(1,097)		(8,102)		(2,875)		(9,199)		(21,072)

	Net (income) loss attributable to non-controlling
		interests and other beneficial interests	$	(9,900)	$	(17,599)	$	8,714	$	(27,499)	$	(13,036)


				Attachment 4
Eaton Vance Corp.
Balance Sheet
(in thousands, except per share figures)
(unaudited)


		April 30,		October 31,
		2012		2011
Assets


Cash and cash equivalents	$	514,668	$	510,913
Investment advisory fees and other receivables		129,011		130,525
Investments		295,862		287,735
Assets of consolidated collateralized loan obligation ("CLO") entity:
Cash and cash equivalents		27,236		16,521
Bank loans and other investments		486,244		462,586
Other assets		5,887		2,715
Deferred sales commissions		22,006		27,884
Deferred income taxes		45,431		41,343
Equipment and leasehold improvements, net		61,316		67,227
Intangible assets, net		63,226		67,224
Goodwill		154,636		142,302
Other assets		110,882		74,325
Total assets	$	1,916,405	$	1,831,300

Liabilities, Temporary Equity and Permanent Equity

Liabilities:

Accrued compensation	$	76,065	$	137,431
Accounts payable and accrued expenses		53,111		51,333
Dividend payable		21,968		21,959
Debt		500,000		500,000
Liabilities of consolidated CLO entity:
Senior and subordinated note obligations		485,646		477,699
Other liabilities		26,089		5,193
Other liabilities		102,565		75,557
Total liabilities		1,265,444		1,269,172
Commitments and contingencies

Temporary Equity:
Redeemable non-controlling interests		134,516		100,824
Total temporary equity		134,516		100,824

Permanent Equity:
Voting common stock, par value $0.00390625 per share:
Authorized, 1,280,000 shares
Issued, 413,167 and 399,240 shares, respectively		2		2
Non-voting common stock, par value $0.00390625 per share:
Authorized, 190,720,000 shares
Issued, 115,130,059 and 115,223,827 shares, respectively		450		450
Notes receivable from stock option exercises		(4,171)		(4,441)
Accumulated other comprehensive income		3,097		1,340
Appropriated retained earnings (deficit)		4,994		(3,867)
Retained earnings		510,976		466,931
Total Eaton Vance Corp. shareholders' equity		515,348		460,415
Non-redeemable non-controlling interests		1,097		889
Total permanent equity		516,445		461,304
Total liabilities, temporary equity and permanent equity	$	1,916,405	$	1,831,300


									Attachment 5
Eaton Vance Corp.
Table 1
Net Flows by Investment Mandate⁽¹⁾
(in millions)
(unaudited)

		Three Months Ended						Six Months Ended
		April 30,		January 31,		April 30,		April 30,		April 30,
		2012		2012		2011		2012		2011
Equity assets - beginning of period⁽²⁾		$	110,834	$	108,859	$	114,722	$	108,859	$	107,500
	Sales/inflows		6,817		6,315		8,520		13,132		15,845
	Redemptions/outflows		(7,897)		(7,683)		(7,400)		(15,578)		(14,288)
	Net flows		(1,080)		(1,368)		1,120		(2,446)		1,557
	Assets acquired		-		-		352		-		352
	Exchanges		(6)		1		27		(6)		95
	Market value change		5,155		3,342		6,519		8,496		13,236
Equity assets - end of period		$	114,903	$	110,834	$	122,740	$	114,903	$	122,740

Fixed income assets - beginning of period			45,514		43,708		43,013		43,708		46,119
	Sales/inflows		3,626		2,627		2,572		6,253		5,507
	Redemptions/outflows		(2,276)		(2,453)		(3,196)		(4,729)		(7,048)
	Net flows		1,350		174		(624)		1,524		(1,541)
	Exchanges		-		40		(55)		40		(285)
	Market value change		27		1,592		732		1,619		(1,227)
Fixed income assets - end of period		$	46,891	$	45,514	$	43,066	$	46,891	$	43,066

Floating-rate income assets - beginning
	of period		24,376		24,322		21,939		24,322		20,003
	Sales/inflows		1,662		1,460		3,430		3,122		5,558
	Redemptions/outflows		(1,451)		(1,289)		(1,416)		(2,740)		(2,025)
	Net flows		211		171		2,014		382		3,533
	Exchanges		27		(8)		61		19		179
	Market value change		233		(109)		210		124		509
Floating-rate income assets - end of period		$	24,847	$	24,376	$	24,224	$	24,847	$	24,224

Alternative assets - beginning of period			10,449		10,646		11,367		10,646		10,482
	Sales/inflows		1,121		1,094		1,439		2,215		3,252
	Redemptions/outflows		(1,035)		(1,191)		(1,030)		(2,226)		(2,034)
	Net flows		86		(97)		409		(11)		1,218
	Exchanges		(23)		(47)		(36)		(70)		(54)
	Market value change		(6)		(53)		120		(59)		214
Alternative assets - end of period		$	10,506	$	10,449	$	11,860	$	10,506	$	11,860

Long-term assets - beginning of period			191,173		187,535		191,041		187,535		184,104
	Sales/inflows		13,226		11,496		15,961		24,722		30,162
	Redemptions/outflows		(12,659)		(12,616)		(13,042)		(25,273)		(25,395)
	Net flows		567		(1,120)		2,919		(551)		4,767
	Assets acquired		-		-		352		-		352
	Exchanges		(2)		(14)		(3)		(17)		(65)
	Market value change		5,409		4,772		7,581		10,180		12,732
Total long-term assets - end of period		$	197,147	$	191,173	$	201,890	$	197,147	$	201,890

Cash management fund assets
	end of period		340		533		1,071		340		1,071
Total assets under management -
	end of period	$	197,487	$	191,706	$	202,961	$	197,487	$	202,961

⁽¹⁾ Includes funds and separate accounts.
⁽²⁾ Includes balanced accounts holding income securities.


									Attachment 6
Eaton Vance Corp.
Table 2
Net Flows by Investment Vehicle
(in millions)
(unaudited)
		Three Months Ended						Six Months Ended
		April 30,		January 31,		April 30,		April 30,		April 30,
		2012		2012		2011		2012		2011
Long-term fund assets -
	beginning of period	$	112,664	$	111,705	$	116,730	$	111,705	$	113,978
	Sales/inflows		6,648		6,905		9,912		13,553		19,547
	Redemptions/outflows		(7,818)		(8,113)		(7,684)		(15,930)		(15,967)
	Net flows		(1,170)		(1,208)		2,228		(2,377)		3,580
	Exchanges		(2)		(14)		(3)		(16)		(68)
	Market value change		2,537		2,181		3,931		4,717		5,396
Long-term fund assets - end of period		$	114,029	$	112,664	$	122,886	$	114,029	$	122,886

Institutional account assets -
	beginning of period		38,726		38,003		36,928		38,003		34,593
	Sales/inflows		3,261		1,824		2,876		5,085		5,060
	Redemptions/outflows		(2,794)		(2,215)		(3,144)		(5,009)		(4,857)
	Net flows		467		(391)		(268)		76		203
	Exchanges		40		(29)		(19)		11		(18)
	Market value change		1,650		1,143		1,623		2,793		3,486
Institutional account assets - end of period		$	40,883	$	38,726	$	38,264	$	40,883	$	38,264

High-net-worth assets -
	beginning of period		13,255		13,256		12,931		13,256		11,883
	Sales/inflows		1,338		1,021		923		2,359		1,721
	Redemptions/outflows		(534)		(552)		(732)		(1,086)		(1,374)
	Net flows		804		469		191		1,273		347
	Assets acquired		-		-		352		-		352
	Exchanges		(42)		(957)		-		(999)		(5)
	Market value change		687		487		775		1,174		1,672
High-net-worth assets - end of period		$	14,704	$	13,255	$	14,249	$	14,704	$	14,249

Retail managed account assets -
	beginning of period		26,528		24,571		24,452		24,571		23,650
	Sales/inflows		1,979		1,746		2,250		3,725		3,834
	Redemptions/outflows		(1,513)		(1,736)		(1,482)		(3,248)		(3,197)
	Net flows		466		10		768		477		637
	Exchanges		2		986		19		987		26
	Market value change		535		961		1,252		1,496		2,178
Retail managed account assets - end of period		$	27,531	$	26,528	$	26,491	$	27,531	$	26,491

Total long-term assets -
	beginning of period		191,173		187,535		191,041		187,535		184,104
	Sales/inflows		13,226		11,496		15,961		24,722		30,162
	Redemptions/outflows		(12,659)		(12,616)		(13,042)		(25,273)		(25,395)
	Net flows		567		(1,120)		2,919		(551)		4,767
	Assets acquired		-		-		352		-		352
	Exchanges		(2)		(14)		(3)		(17)		(65)
	Market value change		5,409		4,772		7,581		10,180		12,732
Total long-term assets - end of period		$	197,147	$	191,173	$	201,890	$	197,147	$	201,890

Cash management fund assets
	end of period		340		533		1,071		340		1,071

Total assets under management -
	end of period	$	197,487	$	191,706	$	202,961	$	197,487	$	202,961


								Attachment 7
Eaton Vance Corp.
Table 3
Assets under Management
by Investment Mandate⁽¹⁾
(in millions) (unaudited)

	April 30,		January 31,		%	April 30,			%
	2012		2012		Change	2011			Change
Equity ⁽²⁾	$	114,903	$	110,834	4%	$	122,740		-6%
Fixed income		46,891		45,514	3%		43,066		9%
Floating-rate income		24,847		24,376	2%		24,224		3%
Alternative		10,506		10,449	1%		11,860		-11%
Cash management		340		533	-36%		1,071		-68%
Total	$	197,487	$	191,706	3%	$	202,961		-3%

⁽¹⁾ Includes funds and separate accounts.
⁽²⁾ Includes balanced accounts holding income securities.

Footnotes

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