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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED
MANAGEMENT INVESTMENT COMPANIES
Investment Company Act File Number: 811-08014
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Utilities Portfolio
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(Exact Name of registrant as Specified in Charter)
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Address of Principal Executive Offices)
Alan R. Dynner
The Eaton Vance Building, 255 State Street, Boston, Massachusetts 02109
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(Name and Address of Agent for Services)
(617) 482-8260
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(registrant's Telephone Number)
December 31
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Date of Fiscal Year End
December 31, 2004
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Date of Reporting Period
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ITEM 1. REPORTS TO STOCKHOLDERS
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UTILITIES PORTFOLIO as of December 31, 2004
PORTFOLIO OF INVESTMENTS
COMMON STOCKS -- 95.5%
<Table>
<Caption>
SECURITY SHARES VALUE
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AUTO AND PARTS -- 2.8%
Adesa, Inc. 825,000 $ 17,506,500
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$ 17,506,500
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BROADCASTING AND CABLE -- 0.2%
Antena 3 Television SA(1) 845 $ 60,848
Ovation, Inc.(1)(2) 18,040 1,027,034
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$ 1,087,882
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ELECTRIC UTILITIES -- 29.3%
ALLETE, Inc. 316,666 $ 11,637,475
Edison International 600,000 19,218,000
Enel SPA 500,000 4,915,083
Energy East Corp. 560,000 14,940,800
Entergy Corp. 305,000 20,614,950
Exelon Corp. 461,250 20,327,287
Fortis, Inc. 50,000 2,900,305
Fortum Oyj 450,000 8,308,023
FPL Group, Inc. 100,000 7,475,000
National Grid Transco PLC 563,810 5,368,850
Northeast Utilities 100,000 1,885,000
NSTAR 100,000 5,428,000
Pepco Holdings, Inc. 250,000 5,330,000
PPL Corp. 180,000 9,590,400
Public Power Corp. 65,000 1,818,655
Scottish and Southern Energy PLC 500,000 8,355,689
Terna SPA 2,250,000 6,453,039
TXU Corp. 325,000 20,982,000
Westar Energy, Inc. 181,500 4,150,905
Wisconsin Energy Corp. 100,000 3,371,000
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$ 183,070,461
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ENGINEERING AND CONSTRUCTION -- 1.1%
Bouygues SA 150,000 $ 6,929,482
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$ 6,929,482
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GAS UTILITIES -- 8.5%
AGL Resources, Inc. 130,000 $ 4,321,200
Equitable Resources, Inc. 210,000 12,738,600
KeySpan Corp. 100,000 3,945,000
Kinder Morgan, Inc. 75,000 5,484,750
ONEOK, Inc. 272,600 $ 7,747,292
Questar Corp. 100,000 5,096,000
Williams Co., Inc. (The) 850,000 13,846,500
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$ 53,179,342
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INTEGRATED OIL -- 6.5%
BP PLC ADR 175,000 $ 10,220,000
ChevronTexaco Corp. 70,000 3,675,700
ConocoPhillips 50,000 4,341,500
Exxon Mobil Corp. 150,000 7,689,000
Statoil ASA ADR 250,000 3,970,000
Total SA ADR 100,000 10,984,000
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$ 40,880,200
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OIL AND GAS-EXPLORATION AND PRODUCTION -- 1.7%
Occidental Petroleum Corp. 60,000 $ 3,501,600
Talisman Energy, Inc. 170,000 4,583,200
Whiting Petroleum Corp.(1) 85,000 2,571,250
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$ 10,656,050
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PUBLISHING -- 0.4%
Pearson PLC 200,000 $ 2,408,633
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$ 2,408,633
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TELECOMMUNICATIONS SERVICES -- 7.0%
Alltel Corp. 50,000 $ 2,938,000
Belgacom SA(1) 100,000 4,314,917
China Netcom Group Corp. (Hong Kong), Ltd. ADR(1) 2,500 66,900
Deutsche Telekom AG(1) 350,000 7,914,258
Elisa Oyj(1) 130,000 2,086,219
Portugal Telecom, SGPS, SA 500,000 6,169,687
Sprint Corp. 250,000 6,212,500
Telecom Italia SPA 1,500,000 4,860,435
Telenor ASA 1,000,000 9,089,249
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$ 43,652,165
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TELEPHONE UTILITIES -- 15.9%
BCE, Inc. 525,400 $ 12,677,902
BellSouth Corp. 575,000 15,979,250
CenturyTel, Inc. 50,000 1,773,500
Chunghwa Telecom Co., Ltd. ADR 154,800 3,258,540
</Table>
See notes to financial statements
15
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<Table>
<Caption>
SECURITY SHARES VALUE
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TELEPHONE UTILITIES (CONTINUED)
Citizens Communications Co. 600,000 $ 8,274,000
SBC Communications, Inc. 575,000 14,817,750
TDC A/S 335,600 14,219,337
Telefonos de Mexico SA de CV (Telmex) ADR 250,000 9,580,000
Verizon Communications, Inc. 470,000 19,039,700
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$ 99,619,979
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TRANSPORTATION -- 0.3%
Societe des Autoroutes Paris-Rhin-Rhone(1) 30,000 $ 1,812,560
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$ 1,812,560
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UTILITIES-ELECTRICAL AND GAS -- 17.2%
CMS Energy Corp.(1) 1,100,000 $ 11,495,000
Dominion Resources, Inc. 60,000 4,064,400
E.ON AG 170,000 15,452,622
Energias de Portugal SA 100,000 303,113
FirstEnergy Corp. 150,000 5,926,500
MDU Resources Group, Inc. 163,350 4,358,178
NorthWestern Corp.(1) 225,000 6,300,000
NRG Energy, Inc.(1) 240,000 8,652,000
Ormat Technologies, Inc.(1) 316,400 5,150,992
PG&E Corp.(1) 575,000 19,136,000
RWE AG 160,000 8,856,794
Scottish Power PLC 1,054,290 8,152,458
Sempra Energy 270,000 9,903,600
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$ 107,751,657
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WATER UTILITIES -- 2.5%
Aqua America, Inc. 325,000 $ 7,991,750
United Utilities PLC 630,207 7,601,350
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$ 15,593,100
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WIRELESS TELECOMMUNICATIONS SERVICES -- 2.1%
Centennial Communications Corp.(1) 101,200 $ 802,516
TELUS Corp. 250,000 7,225,000
Vodafone Group PLC ADR 200,000 5,476,000
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$ 13,503,516
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TOTAL COMMON STOCKS
(IDENTIFIED COST $444,166,957) $ 597,651,527
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</Table>
CONVERTIBLE PREFERRED STOCKS -- 3.9%
<Table>
<Caption>
SECURITY SHARES VALUE
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ELECTRIC UTILITIES -- 1.5%
FPL Group, Inc. 150,000 $ 9,226,500
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$ 9,226,500
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GAS UTILITIES -- 0.8%
KeySpan Corp. 100,000 $ 5,217,000
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$ 5,217,000
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OIL AND GAS-EQUIPMENT AND SERVICES -- 0.4%
Williams Holdings of Delaware(3) 29,400 $ 2,469,600
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$ 2,469,600
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UTILITIES-ELECTRICAL AND GAS -- 1.2%
Cinergy Corp. 120,000 $ 7,608,000
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$ 7,608,000
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TOTAL CONVERTIBLE PREFERRED STOCKS
(IDENTIFIED COST $19,973,200) $ 24,521,100
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</Table>
PREFERRED STOCKS -- 0.1%
<Table>
<Caption>
SECURITY SHARES VALUE
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BROADCASTING AND CABLE -- 0.1%
Ovation, Inc. (PIK)(1)(2) 807 $ 428,896
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$ 428,896
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TOTAL PREFERRED STOCKS
(IDENTIFIED COST $3,595,225) $ 428,896
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</Table>
CONVERTIBLE BONDS -- 0.0%
<Table>
<Caption>
PRINCIPAL
AMOUNT
SECURITY (000'S OMITTED) VALUE
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Reliant Resources, Inc., 5.00%, 8/15/10(3) $ 100 $ 164,750
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TOTAL CONVERTIBLE BONDS
(IDENTIFIED COST, $100,000) $ 164,750
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</Table>
See notes to financial statements
16
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WARRANTS -- 0.0%
<Table>
<Caption>
SECURITY SHARES VALUE
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COMMUNICATIONS EQUIPMENT -- 0.0%
Lucent Technologies, Inc., Exp. 12/10/07(1) 8,205 $ 12,964
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$ 12,964
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TOTAL WARRANTS
(IDENTIFIED COST $0) $ 12,964
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</Table>
SHORT-TERM INVESTMENTS -- 0.3%
<Table>
<Caption>
PRINCIPAL
AMOUNT
SECURITY (000'S OMITTED) VALUE
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Investors Bank and Trust Company Time Deposit,
2.25%, 1/3/05 $ 1,532 $ 1,532,000
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TOTAL SHORT-TERM INVESTMENTS
(AT AMORTIZED COST, $1,532,000) $ 1,532,000
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TOTAL INVESTMENTS -- 99.8%
(IDENTIFIED COST $469,367,382) $ 624,311,237
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OTHER ASSETS, LESS LIABILITIES -- 0.2% $ 1,327,747
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NET ASSETS -- 100.0% $ 625,638,984
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</Table>
ADR - American Depository Receipt
PIK - Payment In Kind.
(1) Non-income producing security.
(2) Private Placement security valued at fair value using methods determined in
good faith by or at the direction of the Trustees.
(3) Security exempt from registration under Rule 144A of the Securities Act of
1933. These securities may be sold in transactions exempt from
registration, normally to qualified institutional buyers. At December 31,
2004, the aggregate value of the securities is $2,634,350 or 0.4% of the
Portfolio's net assets.
COUNTRY CONCENTRATION OF PORTFOLIO
<Table>
<Caption>
PERCENTAGE
COUNTRY OF NET ASSETS VALUE
- --------------------------------------------------------------------------------------------
Belgium 0.7% $ 4,314,917
Canada 4.4 27,386,407
Denmark 2.3 14,219,337
Finland 1.7 10,394,242
France 3.1 19,726,042
Germany 5.1 32,223,673
Greece 0.3 1,818,655
Hong Kong 0.0 66,900
Italy 2.6 16,228,558
Mexico 1.5 9,580,000
Norway 2.1 13,059,248
Portugal 1.0 6,472,800
Spain 0.0 60,848
Taiwan 0.5 3,258,540
United Kingdom 7.6 47,582,980
United States 66.9 417,918,090
</Table>
See notes to financial statements
17
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UTILITIES PORTFOLIO as of December 31, 2004
FINANCIAL STATEMENTS
STATEMENT OF ASSETS AND LIABILITIES
AS OF DECEMBER 31, 2004
<Table>
ASSETS
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Investments, at value (identified cost, $469,367,382) $ 624,311,237
Cash 79,714
Interest and dividends receivable 1,193,082
Tax reclaim receivable 83,255
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TOTAL ASSETS $ 625,667,288
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LIABILITIES
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Payable to affiliate for Trustees' fees $ 4,337
Accrued expenses 23,967
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TOTAL LIABILITIES $ 28,304
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NET ASSETS APPLICABLE TO INVESTORS' INTEREST IN PORTFOLIO $ 625,638,984
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SOURCES OF NET ASSETS
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Net proceeds from capital contributions and withdrawals $ 470,686,541
Net unrealized appreciation (computed on the basis of identified cost) 154,952,443
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TOTAL $ 625,638,984
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</Table>
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED
DECEMBER 31, 2004
<Table>
INVESTMENT INCOME
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Dividends (net of foreign taxes, $896,199) $ 20,036,496
Interest 112,916
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TOTAL INVESTMENT INCOME $ 20,149,412
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EXPENSES
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Investment adviser fee $ 3,364,781
Trustees' fees and expenses 18,256
Custodian fee 298,412
Legal and accounting services 36,455
Interest expense 4,639
Miscellaneous 13,895
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TOTAL EXPENSES $ 3,736,438
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Deduct --
Reduction of custodian fee $ 2
Reduction of investment adviser fee 8,889
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TOTAL EXPENSE REDUCTIONS $ 8,891
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NET EXPENSES $ 3,727,547
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NET INVESTMENT INCOME $ 16,421,865
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REALIZED AND UNREALIZED GAIN (LOSS)
Net realized gain (loss) --
Investment transactions (identified cost basis) $ 30,487,383
Foreign currency transactions (42,078)
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NET REALIZED GAIN $ 30,445,305
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Change in unrealized appreciation (depreciation) --
Investments (identified cost basis) $ 76,938,505
Foreign currency 8,155
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NET CHANGE IN UNREALIZED APPRECIATION (DEPRECIATION) $ 76,946,660
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NET REALIZED AND UNREALIZED GAIN $ 107,391,965
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NET INCREASE IN NET ASSETS FROM OPERATIONS $ 123,813,830
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</Table>
See notes to financial statements
18
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STATEMENTS OF CHANGES IN NET ASSETS
<Table>
<Caption>
INCREASE (DECREASE) YEAR ENDED YEAR ENDED
IN NET ASSETS DECEMBER 31, 2004 DECEMBER 31, 2003
- --------------------------------------------------------------------------------------------------------------------
From operations--
Net investment income $ 16,421,865 $ 12,308,591
Net realized gain from
investment and foreign
currency transactions 30,445,305 14,168,280
Net change in unrealized
appreciation (depreciation)
from investments and
foreign currency 76,946,660 66,337,801
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NET INCREASE IN NET ASSETS FROM OPERATIONS $ 123,813,830 $ 92,814,672
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Capital transactions--
Contributions $ 132,359,731 $ 91,610,795
Withdrawals (88,873,138) (77,164,674)
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NET INCREASE IN NET ASSETS FROM
CAPITAL TRANSACTIONS $ 43,486,593 $ 14,446,121
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NET INCREASE IN NET ASSETS $ 167,300,423 $ 107,260,793
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NET ASSETS
At beginning of year $ 458,338,561 $ 351,077,768
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AT END OF YEAR $ 625,638,984 $ 458,338,561
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</Table>
See notes to financial statements
19
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SUPPLEMENTARY DATA
<Table>
<Caption>
YEAR ENDED DECEMBER 31,
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2004 2003 2002 2001 2000
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RATIOS/SUPPLEMENTAL DATA+
Ratios (As a percentage of average daily net assets):
Net expenses 0.72% 0.72% 0.73% 0.71% 0.71%
Net expenses after custodian fee reduction 0.72% 0.72% 0.73% 0.71% 0.71%
Interest expense --(1) --(1) --(1) 0.01% 0.01%
Net investment income 3.16% 3.22% 3.40% 2.00% 1.54%
Portfolio Turnover 59% 106% 146% 169% 149%
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TOTAL RETURN(2) 25.57% 26.44% (12.13)% (18.61)% --
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NET ASSETS, END OF YEAR (000'S OMITTED) $ 625,639 $ 458,339 $ 351,078 $ 425,707 $ 574,586
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</Table>
+ The operating expenses of the Portfolio reflect a reduction of the
investment advisor fee. Had such actions not been taken, the ratios and net
investment income per share would have been the same.
(1) Represents less than 0.01%.
(2) Total return is required to be disclosed for fiscal years beginning after
December 15, 2000.
See notes to financial statements
20
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UTILITIES PORTFOLIO as of December 31, 2004
NOTES TO FINANCIAL STATEMENTS
1 SIGNIFICANT ACCOUNTING POLICIES
Utilities Portfolio (the Portfolio) is registered under the Investment
Company Act of 1940, as amended, as a diversified open-end management
investment company. The Portfolio, which was organized as a trust under the
laws of the State of New York on May 1, 1992, seeks to achieve total return
by investing principally in dividend-paying common stocks and dividend-paying
or interest-bearing securities that are convertible into common stock. The
Declaration of Trust permits the Trustees to issue beneficial interests in
the Portfolio. At December 31, 2004, the Eaton Vance Utilities Fund held an
approximate 99.9% interest in the Portfolio. Under normal circumstances the
Portfolio invests at least 80% of its net assets in equity securities of
utilities companies. The following is a summary of significant accounting
policies of the Portfolio. The policies are in conformity with accounting
principles generally accepted in the United States of America.
A INVESTMENT VALUATION -- Securities listed on a U.S. securities exchange
generally are valued at the last sale price on the day of valuation or, if no
sales took place on such date, at the mean between the closing bid and asked
prices therefore on the exchange where such securities are principally
traded. Equity securities listed on the NASDAQ National Market System
generally are valued at the official NASDAQ closing price. Unlisted or listed
securities for which closing sales prices or closing quotations are not
available are valued at the mean between the latest available bid and asked
prices or, in the case of preferred equity securities that are not listed or
traded in the over-the-counter market, by an independent pricing service. The
value of preferred equity securities that are valued by a pricing service on
a bond basis will be adjusted by an income factor, to be determined by the
investment adviser, to reflect the next anticipated regular dividend.
Exchange-traded options are valued at the last sale price for the day of
valuation as quoted on the principal exchange or board of trade on which the
options are traded or, in the absence of sales on such date, at the mean
between the latest bid and asked prices therefore. Futures positions on
securities and currencies generally are valued at closing settlement prices.
Short-term debt securities with a remaining maturity of 60 days or less are
valued at amortized cost. If short-term debt securities were acquired with a
remaining maturity of more than 60 days, their amortized cost value will be
based on their value on the sixty-first day prior to maturity. Other fixed
income and debt securities, including listed securities and securities for
which price quotations are available, will normally be valued on the basis of
valuations furnished by a pricing service. The daily valuation of foreign
securities generally is determined as of the close of trading on the
principal exchange on which such securities trade. Events occurring after the
close of trading on foreign exchanges may result in adjustments to the
valuation of foreign securities to more accurately reflect their fair value
as of the close of regular trading on the New York Stock Exchange. The
Portfolio may rely on an independent fair valuation service in adjusting the
valuations of foreign securities. Foreign securities and currencies are
valued in U.S. dollars, based on foreign currency exchange rate quotations
supplied by an independent quotation service. Investments held by the
Portfolio for which valuations or market quotations are unavailable are
valued at fair value using methods determined in good faith by or at the
direction of the Trustees of the Portfolio considering relevant factors, data
and information including the market value of freely tradable securities of
the same class in the principal market on which such securities are normally
traded.
B INCOME -- Interest income is determined on the basis of interest accrued,
adjusted for amortization of premium or accretion of discount. Dividend
income is recorded on the ex-dividend date for dividends received in cash
and/or securities. However, if the ex-dividend date has passed, certain
dividends from foreign securities are recorded as the Portfolio is informed
of the ex-dividend date.
C INCOME TAXES -- The Portfolio is treated as a partnership for federal tax
purposes. No provision is made by the Portfolio for federal or state taxes on
any taxable income of the Portfolio because each investor in the Portfolio is
ultimately responsible for the payment of any taxes. Since one of the
Portfolio's investors is a regulated investment company that invests all or
substantially all of its assets in the Portfolio, the Portfolio normally must
satisfy the applicable source of income and diversification requirements
(under the Internal Revenue Code) in order for its investors to satisfy them.
The Portfolio will allocate at least annually among its investors each
investor's distributive share of the Portfolio's net investment income, net
realized capital gains, and any other items of income, gain, loss, deduction
or credit. Withholding taxes on foreign dividends and capital gains have been
provided for in accordance with the Portfolio's understanding of the
applicable countries' tax rules and rates.
D FOREIGN CURRENCY TRANSLATION -- Investment valuations, other assets, and
liabilities initially expressed in foreign currencies are converted each
business day into U.S. dollars based upon current exchange rates. Purchases
and sales of foreign investment securities and income and expenses are
converted into U.S. dollars based upon
21
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currency exchange rates prevailing on the respective dates of such
transactions. Realized gains or losses on investment transactions
attributable to changes in foreign currency exchange rates are recorded for
financial statement purposes as net realized gains and losses on investments.
That portion of unrealized gains and losses on investments that results from
fluctuations in foreign currency exchange rates is not separately disclosed.
E DELAYED DELIVERY TRANSACTIONS -- The Portfolio may purchase or sell
securities on a when-issued or forward commitment basis. Payment and delivery
may take place at a period in time after the date of the transaction. At the
time the transaction is negotiated, the price of the security that will be
delivered and paid for is fixed. Losses may arise due to changes in the
market value of the underlying securities or if the counterparty does not
perform under the contract.
F EXPENSE REDUCTION -- Investors Bank & Trust Company (IBT) serves as
custodian to the Portfolio. Pursuant to the custodian agreement, IBT receives
a fee reduced by credits which are determined based on the average daily cash
balances the Portfolio maintains with IBT. All credit balances used to reduce
the Portfolio's custodian fees are reported as a reduction of expenses on the
Statement of Operations.
G OTHER -- Investment transactions are accounted for on a trade date basis.
Realized gains and losses are computed based on the specific identification
of the securities sold.
H USE OF ESTIMATES -- The preparation of the financial statements in
conformity with accounting principles generally accepted in the United States
of America requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities at the date of the financial
statements and the reported amounts of income and expense during the
reporting period. Actual results could differ from those estimates.
I INDEMNIFICATIONS -- Under the Portfolio's organizational documents, its
officers and Trustees may be indemnified against certain liabilities and
expenses arising out of the performance of their duties to the Portfolio.
Interestholders in the Portfolio are jointly and severally liable for the
liabilities and obligations of the Portfolio in the event that the Portfolio
fails to satisfy such liabilities and obligations; provided, however, that,
to the extent assets are available in the Portfolio, the Portfolio may, under
certain circumstances, indemnify interestholders from and against any claim
or liability to which such holder may become subject by reason of being or
having been an interestholder in the Portfolio. Additionally, in the normal
course of business, the Portfolio enters into agreements with service
providers that may contain indemnification clauses. The Portfolio's maximum
exposure under these arrangements is unknown as this would involve future
claims that may be made against the Portfolio that have not yet occurred.
2 INVESTMENT ADVISER FEE AND OTHER TRANSACTIONS WITH AFFILIATES
The investment adviser fee is earned by Boston Management and Research (BMR),
a subsidiary of Eaton Vance Management (EVM), as compensation for management
and investment advisory services rendered to the Portfolio. The fee is
payable monthly at the annual rate of 0.75% of the Portfolio's average daily
net assets up to $500 million, 0.6875% from $500 million up to $1 billion,
and at reduced rates as daily net assets exceed that level. However, BMR has
contractually agreed to reduce its advisory fee to 0.65% of the Portfolio's
average daily net assets up to $500 million, 0.625% from $500 million up to
$1 billion, and at reduced rates as daily net assets exceed that level. This
contractual reduction, which cannot be terminated or modified without Trustee
and shareholder consent, was accepted by a vote of the Trustees on June 14,
2004. For the year ended December 31, 2004, the fee was equivalent to 0.648%
of the Portfolio's average daily net assets for such period and amounted to
$3,364,781. Effective May 1, 2004, BMR has also agreed to reduce the
investment adviser fee by an amount equal to that portion of commissions paid
to broker dealers in execution of portfolio transactions that is
consideration for third-party research services. For the period from May 1,
2004 to December 31, 2004, BMR waived $8,889 of its advisory fee. Except as
to Trustees of the Portfolio who are not members of EVM's or BMR's
organization, officers and Trustees receive remuneration for their services
to the Portfolio out of such investment adviser fee. Certain officers and
Trustees of the Portfolio are officers of the above organizations. Trustees
of the Portfolio that are not affiliated with the investment adviser may
elect to defer receipt of all or a percentage of their annual fees in
accordance with the terms of the Trustees Deferred Compensation Plan. For the
year ended December 31, 2004, no significant amounts have been deferred.
3 INVESTMENT TRANSACTIONS
Purchases and sales of investments, other than short-term obligations,
aggregated $365,518,810, and $302,795,473, respectively, for the year ended
December 31, 2004.
22
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4 FEDERAL INCOME TAX BASIS OF INVESTMENTS
The cost and unrealized appreciation (depreciation) in value of the
investments owned at December 31, 2004, as computed on a federal income tax
basis, were as follows:
<Table>
AGGREGATE COST $ 469,444,823
----------------------------------------------------------
Gross unrealized appreciation $ 160,271,028
Gross unrealized depreciation (5,404,614)
----------------------------------------------------------
NET UNREALIZED APPRECIATION $ 154,866,414
----------------------------------------------------------
</Table>
The net unrealized appreciation on foreign currency was $8,588 at December
31, 2004.
5 LINE OF CREDIT
The Portfolio participates with other portfolios and funds managed by BMR and
EVM and its affiliates in a $150 million unsecured line of credit agreement
with a group of banks. Borrowings will be made by the Portfolio solely to
facilitate the handling of unusual and/or unanticipated short-term cash
requirements. Interest is charged to each portfolio or fund based on its
borrowings at an amount above the Eurodollar rate or Federal Funds rate. In
addition, a fee computed at an annual rate of 0.10% on the daily unused
portion of the line of credit is allocated among the participating portfolios
and funds at the end of each quarter. The Portfolio did not have any
significant borrowings or allocated fees during the year ended December 31,
2004.
23
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UTILITIES PORTFOLIO as of December 31, 2004
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
TO THE TRUSTEES AND INVESTORS
OF UTILITIES PORTFOLIO:
In our opinion, the accompanying statement of assets and liabilities, including
the portfolio of investments, and the related statements of operations and of
changes in net assets and the supplementary data present fairly, in all material
respects, the financial position of Utilities Portfolio (the "Portfolio") at
December 31, 2004, and the results of its operations, the changes in its net
assets and the supplementary data for each of the periods indicated, in
conformity with accounting principles generally accepted in the United States of
America. These financial statements and supplementary data (hereafter referred
to as "financial statements") are the responsibility of the Portfolio's
management; our responsibility is to express an opinion on these financial
statements based on our audits. We conducted our audits of these financial
statements in accordance with the standards of the Public Company Accounting
Oversight Board (United States). Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits, which included confirmation of securities at
December 31, 2004 by correspondence with the custodian, provide a reasonable
basis for our opinion.
PricewaterhouseCoopers LLP
Boston, Massachusetts
February 18, 2005
24
<Page>
EATON VANCE UTILITIES FUND
MANAGEMENT AND ORGANIZATION
FUND MANAGEMENT. The Trustees of Eaton Vance Special Investment Trust (the
Trust) and Utilities Portfolio (the Portfolio) are responsible for the overall
management and supervision of the Trust's and Portfolio's affairs. The Trustees
and officers of the Trust and the Portfolio are listed below. Except as
indicated, each individual has held the office shown or other offices in the
same company for the last five years. Trustees and officers of the Trust and the
Portfolio hold indefinite terms of office. The "noninterested Trustees" consist
of those Trustees who are not "interested persons" of the Trust and the
Portfolio, as that term is defined under the 1940 Act. The business address of
each Trustee and officer is The Eaton Vance Building, 255 State Street, Boston
Massachusetts 02109. As used below, "EVC" refers to Eaton Vance Corp., "EV"
refers to Eaton Vance, Inc., "EVM" refers to Eaton Vance Management, "BMR"
refers to Boston Management and Research and "EVD" refers to Eaton Vance
Distributors, Inc. and "Fox" refers to Fox Asset Management LLC. EVC and EV are
the corporate parent and trustee, respectively, of EVM and BMR. EVD is the
Fund's principal underwriter, the Portfolio's placement agent and a wholly-owned
subsidiary of EVM. Fox is a majority owned subsidiary of EVC.
<Table>
<Caption>
POSITION(S) TERM OF NUMBER OF PORTFOLIOS
WITH THE OFFICE AND IN FUND COMPLEX
NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S) OVERSEEN BY
DATE OF BIRTH THE PORTFOLIO SERVICE DURING PAST FIVE YEARS TRUSTEE(1) OTHER DIRECTORSHIPS HELD
- ------------------------------------------------------------------------------------------------------------------------------------
INTERESTED TRUSTEE
James B. Hawkes Trustee Trustee of the Chairman, President and 195 Director of EVC
11/9/41 Trust since 1989; Chief Executive Officer
of the Portfolio of BMR, EVC, EVM and EV;
since 1992 Director of EV; Vice
President and Director
of EVD. Trustee and/or
officer of 195 registered
investment companies in
the Eaton Vance Fund
Complex. Mr. Hawkes is an
interested person
because of his positions
with BMR, EVM, EVC and
EV, which are affiliates
of the Fund and the
Portfolio.
NONINTERESTED TRUSTEE(S)
Samuel L. Hayes, III Chairman of the Trustee of the Jacob H. Schiff 195 Director of Tiffany& Co.
2/23/35 Board and Trust since 1989 Professor of Investment (specialty retailer) and
Trustee and Chairman of Banking Emeritus, Telect, Inc.
the Board since Harvard University (telecommunication
2005; of the Graduate School of services company)
Portfolio since Business Administration.
1992
William H. Park Trustee Since 2003 President and Chief 195 None
9/19/47 Executive Officer, Prizm
Capital Management, LLC
(investment management
firm) (since 2002).
Executive Vice President
and Chief Financial
Officer, United Asset
Management Corporation
(a holding company
owning institutional
investment management
firms) (1982-2001).
Ronald A. Pearlman Trustee Since 2003 Professor of Law, 195 None
7/10/40 Georgetown University
Law Center (since 1999).
Tax Partner, Covington &
Burling, Washington, DC
(1991-2000).
Norton H. Reamer Trustee Trustee of the President, Chief 195 None
9/21/35 Trust since 1989; Executive Officer and a
of the Portfolio Director of Asset
since 1993 Management Finance Corp.
(a specialty finance
company serving the
investment management
industry) (since
October 2003). President,
Unicorn Corporation (an
investment and financial
advisory services
company) (since
September 2000).
Formerly, Chairman and
Chief Operating Officer,,
Hellman, Jordan
Management Co., Inc. (an
investment management
company) (2000-2003).
Formerly, Advisory
Director of Berkshire
Capital Corporation
(investment banking
firm) (2002-2003).
Formerly Chairman of the
Board, United Asset
Management Corporation
(a holding company
owning institutional
investment management
firms) and Chairman,
President and Director,
UAM Funds (mutual funds)
(1980-2000).
Lynn A. Stout Trustee Since 1998 Professor of Law, 195 None
9/14/57 University of California
at Los Angeles School of
Law (since July 2001).
Formerly, Professor of
Law, Georgetown
University Law Center.
</Table>
25
<Page>
PRINCIPAL OFFICERS WHO ARE NOT TRUSTEES
<Table>
<Caption>
POSITION(S) TERM OF
WITH THE OFFICE AND
NAME AND TRUST AND LENGTH OF PRINCIPAL OCCUPATION(S)
DATE OF BIRTH THE PORTFOLIO SERVICE DURING PAST FIVE YEARS
- ------------------------------------------------------------------------------------------------------------------------------------
Thomas E. Faust Jr. President of the Trust Since 2002 Executive Vice President of EVM, BMR, EVC and EV; Chief
5/31/58 Investment Officer of EVM and BMR and Director of EVC. Chief
Executive Officer of Belair Capital Fund LLC, Belcrest Capital
Fund LLC, Belmar Capital Fund LLC, Belport Capital Fund LLC
and Belrose Capital Fund LLC (private investment companies
sponsored by EVM). Officer of 59 registered investment
companies managed by EVM or BMR.
Duke E. Laflamme Vice President of Since 2001 Vice President of EVM and BMR. Officer of 11 registered
7/8/69 the Trust investment companies managed by EVM or BMR.
Thomas H. Luster Vice President of Since 2002 Vice President of EVM and BMR. Officer of 16 registered
4/8/62 the Trust investment companies managed by EVM or BMR.
George C. Pierides Vice President of Since 2004 Senior Managing Director of Fox. Officer of 12 registered
12/26/57 the Trust investment companies managed by EVM or BMR.
Duncan W. Richardson President of Since 2002 Senior Vice President and Chief Equity Investment Officer of
10/26/57 the Portfolio EVM and BMR. Officer of 46 registered investment companies
managed by EVM or BMR.
Judith A. Saryan Vice President of Since 1999 Vice President of EVM and BMR. Officer of 28 registered
8/21/54 the Portfolio investment companies managed by EVM or BMR.
William J. Austin, Jr. Treasurer of Since 2002(2) Vice President of EVM and BMR. Officer of 53 registered
12/27/51 the Portfolio investment companies managed by EVM or BMR.
Alan R. Dynner Secretary Since 1997 Vice President, Secretary and Chief Legal Officer of BMR, EVM,
10/10/40 EVD, EV and EVC. Officer of 195 registered investment companies
managed by EVM or BMR.
James L. O'Connor Treasurer of the Trust Since 1989 Vice President of BMR, EVM and EVD. Officer of 117 registered
4/1/45 investment companies managed by EVM or BMR.
Paul M. O'Neil Chief Since 2004 Vice President of EVM and BMR. Officer of 195 registered
7/11/53 Compliance Officer investment companies managed by EVM or BMR.
</Table>
(1) Includes both master and feeder funds in a master-feeder structure.
(2) Prior to 2002, Mr. Austin served as Assistant Treasurer of the Portfolio
since 1993.
The SAI for the Fund includes additional information about the Trustees and
officers of the Fund and the Portfolio and can be obtained without charge by
calling 1-800-225-6265.
26
<Page>
ITEM 2. CODE OF ETHICS
The registrant has adopted a code of ethics applicable to its Principal
Executive Officer, Principal Financial Officer and Principal Accounting Officer.
The registrant undertakes to provide a copy of such code of ethics to any person
upon request, without charge, by calling 1-800-262-1122.
ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT
The registrant's Board has designated William H. Park, Samuel L. Hayes, III and
Norton H. Reamer, each an independent trustee, as its audit committee financial
experts. Mr. Park is a certified public accountant who is the President and
Chief Executive Officer of Prizm Capital Management, LLC (investment management
firm). Previously, he served as Executive Vice President and Chief Financial
Officer of United Asset Management Corporation ("UAM") (a holding company owning
institutional investment management firms). Mr. Hayes is the Jacob H. Schiff
Professor of Investment Banking Emeritus of the Harvard University Graduate
School of Business Administration. Mr. Reamer is the President, Chief Executive
Officer and a Director of Asset Management Finance Corp. (a specialty finance
company serving the investment management industry) and is President of Unicorn
Corporation (an investment and financial advisory services company). Formerly,
Mr. Reamer was Chairman of Hellman, Jordan Management Co., Inc. (an investment
management company) and Advisory Director of Berkshire Capital Corporation (an
investment banking firm), Chairman of the Board of UAM and Chairman, President
and Director of the UAM Funds (mutual funds).
ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(a)-(d)
The following table presents aggregate fees billed to the registrant for the
fiscal years ended December 31, 2003, and December 31, 2004 by the registrant's
principal accountant for professional services rendered for the audit of the
registrant's annual financial statements and fees billed for other services
rendered by the principal accountant during those periods.
<Table>
<Caption>
FISCAL YEARS ENDED 12/31/03 12/31/04
- --------------------------------------------------------------------------------
Audit Fees $ 30,975 $ 32,075
Audit-Related Fees(1) $ 0 $ 0
Tax Fees(2) $ 5,475 $ 5,600
All Other Fees(3) $ 0 $ 0
---------- ----------
Total $ 36,450 $ 37,675
========== ==========
</Table>
(1) Audit-related fees consist of the aggregate fees billed for assurance
and related services that are reasonably related to the performance of the audit
of the registrant's financial statements and are not reported under the category
of audit fees.
(2) Tax fees consist of the aggregate fees billed for professional services
rendered by the principal accountant relating to tax compliance, tax advice, and
tax planning and specifically include fees for tax return preparation.
(3) All other fees consist of the aggregate fees billed for products and
services provided by the registrant's principal accountant other than audit,
audit-related, and tax services.
(e)(1) The registrant's audit committee has adopted policies and procedures
relating to the pre-approval of services provided by the registrant's principal
accountant (the "Pre-Approval Policies"). The Pre-Approval Policies establish a
framework intended to assist the audit committee in the proper discharge of its
pre-approval responsibilities. As a general matter, the Pre-Approval Policies
(i) specify certain types of audit, audit-related, tax, and other services
determined to be pre-approved by the audit committee; and (ii) delineate
specific procedures governing the mechanics
<Page>
of the pre-approval process, including the approval and monitoring of audit and
non-audit service fees. Unless a service is specifically pre-approved under the
Pre-Approval Policies, it must be separately pre-approved by the audit
committee.
The Pre-Approval Policies and the types of audit and non-audit services
pre-approved therein must be reviewed and ratified by the registrant's audit
committee at least annually. The registrant's audit committee maintains full
responsibility for the appointment, compensation, and oversight of the work of
the registrant's principal accountant.
(e)(2) No services described in paragraphs (b)-(d) above were approved by the
registrant's audit committee pursuant to the "de minimis exception" set forth in
Rule 2-01 (c)(7)(i)(C) of Regulation S-X.
(f) Not applicable.
(g) The following table presents (i) the aggregate non-audit fees (i.e., fees
for audit-related, tax, and other services) billed to the registrant by the
registrant's principal accountant for the registrant's fiscal years ended
December 31, 2003 and December 31, 2004; and (ii) the aggregate non-audit fees
(i.e., fees for audit-related, tax, and other services) billed to the Eaton
Vance organization by the registrant's principal accountant for the last two
fiscal years of the registrant.
<Table>
<Caption>
FISCAL YEARS ENDED 12/31/03 12/31/04
- --------------------------------------------------------------------------------
Registrant $ 5,475 $ 5,600
Eaton Vance (1) $ 0 $ 84,490
</Table>
(1) The investment adviser to the registrant, as well as any of its
affiliates that provide ongoing services to the registrant, are
subsidiaries of Eaton Vance Corp.
(h) The registrant's audit committee has considered whether the provision by the
registrant's principal accountant of non-audit services to the registrant's
investment adviser and any entity controlling, controlled by, or under common
control with the adviser that provides ongoing services to the registrant that
were not pre-approved pursuant to Rule 2-01(c)(7)(ii) of Regulation S-X is
compatible with maintaining the principal accountant's independence.
ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS
Not required in this filing.
ITEM 6. SCHEDULE OF INVESTMENTS
Please see schedule of investments contained in the Report to Stockholders
included under Item 1 of this Form N-CSR.
ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END
MANAGEMENT INVESTMENT COMPANIES
Not required in this filing.
ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT
COMPANY AND AFFILIATED PURCHASERS.
Not required in this filing.
<Page>
ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Effective February 7, 2005, the Governance Committee of the Board of Trustees
revised the procedures by which a Fund's shareholders may recommend nominees to
the registrant's Board of Trustees to add the following (highlighted):
The Governance Committee shall, when identifying candidates for the position of
Independent Trustee, consider any such candidate recommended by a shareholder of
a Fund if such recommendation contains (i)sufficient background information
concerning the candidate, INCLUDING EVIDENCE THE CANDIDATE IS WILLING TO SERVE
AS AN INDEPENDENT TRUSTEE IF SELECTED FOR THE POSITION; AND (ii) is received in
a sufficiently timely manner (and in any event no later than the date specified
for receipt of shareholder proposals in any applicable proxy statement with
respect to a Fund). Shareholders shall be directed to address any such
recommendations IN WRITING to the attention of the Governance Committee, c/o the
Secretary of the Fund. THE SECRETARY SHALL RETAIN COPIES OF ANY SHAREHOLDER
RECOMMENDATIONS WHICH MEET THE FOREGOING REQUIREMENTS FOR A PERIOD OF NOT MORE
THAN 12 MONTHS FOLLOWING RECEIPT. THE SECRETARY SHALL HAVE NO OBLIGATION TO
ACKNOWLEDGE RECEIPT OF ANY SHAREHOLDER RECOMMENDATIONS
ITEM 10. CONTROLS AND PROCEDURES
(a) It is the conclusion of the registrant's principal executive officer and
principal financial officer that the effectiveness of the registrant's current
disclosure controls and procedures (such disclosure controls and procedures
having been evaluated within 90 days of the date of this filing) provide
reasonable assurance that the information required to be disclosed by the
registrant has been recorded, processed, summarized and reported within the time
period specified in the Commission's rules and forms and that the information
required to be disclosed by the registrant has been accumulated and communicated
to the registrant's principal executive officer and principal financial officer
in order to allow timely decisions regarding required disclosure.
(b) There have been no changes in the registrant's internal controls over
financial reporting during the second fiscal quarter of the period covered by
this report that has materially affected, or is reasonably likely to materially
affect the registrant's internal control over financial reporting.
ITEM 11. EXHIBITS
(a)(1) Registrant's Code of Ethics - Not applicable (please see Item 2).
(a)(2)(i) Treasurer's Section 302 certification.
(a)(2)(ii) President's Section 302 certification.
(b) Combined Section 906 certification.
<Page>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
UTILITIES PORTFOLIO
By: /s/Duncan W. Richardson
-----------------------
Duncan W. Richardson
President
Date: February 16, 2005
-----------------
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By: /s/William J. Austin, Jr.
-------------------------
William J. Austin, Jr.
Treasurer
Date: February 16, 2005
-----------------
By: /s/Duncan W. Richardson
-----------------------
Duncan W. Richardson
President
Date: February 16, 2005
-----------------