0001104659-18-042261.txt : 20180626 0001104659-18-042261.hdr.sgml : 20180626 20180626155943 ACCESSION NUMBER: 0001104659-18-042261 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20171231 FILED AS OF DATE: 20180626 DATE AS OF CHANGE: 20180626 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AbbVie Inc. CENTRAL INDEX KEY: 0001551152 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 320375147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35565 FILM NUMBER: 18919323 BUSINESS ADDRESS: STREET 1: 1 NORTH WAUKEGAN ROAD CITY: NORTH CHICAGO STATE: IL ZIP: 60064 BUSINESS PHONE: (847) 932-7900 MAIL ADDRESS: STREET 1: 1 NORTH WAUKEGAN ROAD CITY: NORTH CHICAGO STATE: IL ZIP: 60064 11-K 1 a18-15869_111k.htm 11-K

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

 


 

FORM 11-K

 

FOR ANNUAL REPORTS OF EMPLOYEE STOCK PURCHASE, SAVINGS AND SIMILAR PLANS PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

(Mark One)

 

x      ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2017

 

OR

 

o         TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                      to

 

Commission File Number

 

A.                                    Full title of the plan and the address of the plan, if different from that of the issuer named below:

 

ABBVIE SAVINGS PROGRAM

 

B.                                    Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

 

AbbVie Inc.

1 North Waukegan Road

North Chicago, IL 60064

 

 

 



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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE WITH

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ABBVIE SAVINGS PLAN

DECEMBER 31, 2017 AND 2016

 




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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR THE YEAR ENDED DECEMBER 31, 2017

 

To the Plan Participants and the Plan Administrator of the AbbVie Savings Plan

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of net assets available for benefits of the AbbVie Savings Plan (the Plan) as of December 31, 2017, and the related statement of changes in net assets available for benefits for the year ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2017, and the changes in its net assets available for benefits for the year ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

 

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Supplemental Schedule

 

The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2017 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information

 

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reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

/s/ Ernst & Young LLP

 

 

 

We have served as the Plan’s auditor since 2018.

 

 

 

Chicago, Illinois

 

June 26, 2018

 

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR THE YEAR ENDED DECEMBER 31, 2016

 

AbbVie Employee Benefit Board of Review

AbbVie Savings Plan

 

We have audited the accompanying statement of net assets available for benefits of the AbbVie Savings Plan (the Plan) as of December 31, 2016, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016 (not separately included herein).  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit 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.  We were not engaged to perform an audit of the Plan’s internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also 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, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the AbbVie Savings Plan as of December 31, 2016, and the changes in net assets available for benefits for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Grant Thornton LLP

 

 

 

 

Chicago, Illinois

 

June 28, 2017

 

 

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AbbVie Savings Plan

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2017 and 2016

(Dollars in thousands)

 

 

 

2017

 

2016

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Cash

 

$

 

$

1,013

 

Investments, at fair value

 

4,966,211

 

3,764,121

 

Notes receivable from participants

 

46,915

 

46,240

 

Accrued interest and dividend income

 

815

 

668

 

Due from brokers

 

268

 

673

 

 

 

 

 

 

 

Total assets

 

5,014,209

 

3,812,715

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Other liabilities

 

661

 

 

Accrued administrative expenses

 

80

 

104

 

Due to brokers

 

1,703

 

1,660

 

 

 

 

 

 

 

Total liabilities

 

2,444

 

1,764

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

5,011,765

 

$

3,810,951

 

 

The accompanying notes are an integral part of these statements.

 

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AbbVie Savings Plan

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31, 2017

(Dollars in thousands)

 

Additions

 

 

 

Contributions

 

 

 

Employer

 

$

89,116

 

Participant

 

174,641

 

Rollovers

 

26,341

 

 

 

 

 

Total contributions

 

290,098

 

 

 

 

 

Investment income

 

 

 

Net appreciation in fair value of investments

 

997,199

 

Interest and dividends

 

116,993

 

 

 

 

 

Net investment income

 

1,114,192

 

 

 

 

 

Interest income on notes receivable from participants

 

1,591

 

 

 

 

 

Total additions

 

1,405,881

 

 

 

 

 

Deductions

 

 

 

Benefits paid to participants

 

209,824

 

Other expenses

 

986

 

 

 

 

 

Total deductions

 

210,810

 

 

 

 

 

Net increase prior to transfer

 

1,195,071

 

 

 

 

 

Plan transfers in (note A)

 

5,743

 

 

 

 

 

NET INCREASE AFTER TRANSFER

 

1,200,814

 

 

 

 

 

Net assets available for benefits

 

 

 

Beginning of year

 

3,810,951

 

 

 

 

 

End of year

 

$

5,011,765

 

 

The accompanying notes are an integral part of these statements.

 

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AbbVie Savings Plan

NOTES TO FINANCIAL STATEMENTS

December 31, 2017 and 2016

 

NOTE A - DESCRIPTION OF THE PLAN

 

The following description of the AbbVie Savings Plan (the “Plan”) provides only general information.  Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General

 

In general, United States employees of AbbVie Inc. (“AbbVie”) and selected participating subsidiaries and affiliates may, after meeting certain employment requirements, voluntarily participate in the Plan.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

 

Aon Hewitt served as the Plan’s record keeper until its parent company, Aon Plc, completed the sale of its benefits administration business to Blackstone Group LP during 2017.  The business now operates as Alight Solutions and continues to serve as the record keeper of the Plan.  The Northern Trust Company (“Custodian” and “Trustee”) serves as the custodian and trustee.

 

During 2016, AbbVie acquired Stemcentrx, Inc.  In February 2017, approximately $5.7 million of assets held on behalf of Stemcentrx employees by a multiple employer plan transferred into the Plan.

 

Contributions and Vesting

 

Contributions to the Plan are paid to the AbbVie Savings Plan Trust (“Trust”).  The Trust is administered by the Trustee and an investment committee comprised of AbbVie employees (the “Committee”).

 

Employees are eligible to make contributions immediately following their date of hire.  Eligible employees electing to participate may contribute from 2% to 25% (50% effective January 1, 2018) of their eligible earnings to the Trust.  Participants who have attained age 50 before the end of the Plan year and who are making the maximum pretax contributions are eligible to make catch-up contributions.  The Plan also permits Roth 401(k) after-tax contributions and a Roth 401(k) conversion feature.  Participants may choose to make their contributions from pretax earnings, after-tax earnings or both.  The pretax contributions are a pay conversion feature, which is a salary deferral option under the provisions of Section 401(k) of the Internal Revenue Code (“IRC”).  All the contributions are subject to certain limitations of the IRC.  Participant contributions may be invested in any of the investment options offered by the Plan.

 

Employer contributions to the Plan are made each payroll period based on the participating employees’ eligible earnings.  The amount of the employer contribution is determined by the Board of Directors of AbbVie and, for the year ended December 31, 2017, was 5% of the participant’s eligible earnings if the employee elected to contribute at least 2% to the Plan.  Employer contributions are invested each pay period according to the employee’s investment elections.

 

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NOTE A - DESCRIPTION OF THE PLAN - Continued

 

Contributions and Vesting - Continued

 

The Plan offers a variety of investment options including mutual funds and collective trusts of assorted investment strategies, target date funds, a short-term investment fund and AbbVie common shares.  AbbVie was established by the January 1, 2013 separation of Abbott Laboratories (“Abbott”) into two publicly traded companies.  The separation was a tax-free distribution where Abbott shareholders received one share of AbbVie stock for every share of Abbott held as of the close of business on December 12, 2012, the record date for the distribution.  Effective January 1, 2013, AbbVie participants may no longer make new contributions or transfer new money to purchase Abbott stock in the Plan; however, they may continue to hold Abbott stock in their Plan accounts.

 

Cash dividends on shares of AbbVie common shares are (1) paid in cash to the participants or beneficiaries, (2) paid to the Plan and distributed in cash to participants or beneficiaries no later than 90 days after the close of the Plan’s year in which paid or (3) paid to the Plan and credited to the applicable accounts in which shares are held, as elected by each participant or beneficiary in accordance with rules established by the administrator.

 

Participants are at all times fully vested in their own contributions and earnings thereon.  Vesting in employer contributions and earnings thereon is based on the following vesting schedule:

 

 

 

Vesting

 

Service

 

percentage

 

Less than two years

 

0

%

Two years or more

 

100

%

 

Non-vested portions of employer contributions and earnings thereon are forfeited as of an employee’s termination date.  Forfeitures are used to (1) restore any forfeitures of participants who returned to service with AbbVie within a given period of time, (2) pay Plan expenses and (3) reduce future employer contributions if terminated participants do not return to service within the given period of time.  In 2017, forfeitures reduced AbbVie’s contributions by approximately $412,000.  Approximately $23,500 and $29,500 of forfeitures were available at the end of 2017 and 2016, respectively.

 

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NOTE A - DESCRIPTION OF THE PLAN - Continued

 

Distributions

 

Following retirement, termination or death, participants or their beneficiaries receive a distribution in installments, cash, AbbVie common shares or, at their election, annuity insurance contracts for certain account balances, as defined (as these contracts are allocated to the respective participants, they are not recorded as assets of the Plan), or direct rollovers, as applicable.  Also, upon retirement, participants may elect to defer distribution to a future date but, after termination of employment, distribution must be made or commence by the 1st of April following the year the participant reaches age 70-1/2.  Interest, dividends and other earnings will continue to accrue on such deferred amounts.  In-service withdrawals are available in certain circumstances as defined by the Plan.  The Plan also permits hardship withdrawals for participants who meet the criteria outlined in the Plan document.

 

Administrative Expenses

 

Participants are charged transaction fees for loan and withdrawal processing and commissions on purchases and sales of AbbVie shares and sales of Abbott stock.  Investment fees for mutual funds, collective trust, and managed accounts are charged against the net assets of the respective fund.  AbbVie pays other record-keeping and administration fees, where applicable.  Expenses paid by AbbVie are excluded from these financial statements.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contributions and AbbVie’s contributions and allocations of plan earnings, and is charged with any transaction fees or commissions incurred by the participant.  Plan earnings are allocated based on the participant’s share of net earnings or losses of their respective elected investment options.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Notes Receivable from Participants

 

Participants may convert their pretax accounts into one or two loans to themselves.  The borrowing may not exceed the lesser of the current market value of the assets allocated to their pretax accounts or 50% of all of their Plan accounts up to $50,000, subject to Internal Revenue Service (“IRS”) limitations and restrictions.  Participants pay interest on such borrowings at the prime rate in effect at the time the participant loan is made.  Loans must be repaid within five years (or by the employee’s anticipated retirement date, if sooner) unless the loan is used for the purchase of the primary residence of the employee, in which case the repayment period can be extended to a period of fifteen years (or until the employee’s anticipated retirement date, if sooner).  Repayment is made through periodic payroll deductions but a loan may be repaid in a lump sum at any time.  For employees terminating employment with AbbVie during the repayment period, the balance of the outstanding loan is netted from their Plan distribution.

 

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NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

 

The financial statements have been prepared using the accrual basis of accounting.

 

Use of Estimates

 

The preparation of 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, and changes therein, and disclosure of contingent assets and liabilities.  Actual results may differ from those estimates.

 

Investment Valuation

 

Investments are reported at fair value.  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The Plan uses the following methods and significant assumptions to estimate the fair value of investments:

 

Common stock and mutual funds - Valued at the published market price per share multiplied by the number of respective shares held.

 

Collective trust funds - Valued at the NAV provided by the administrator of the fund.  The NAV is used as a practical expedient to estimate fair value.  The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding.  Redemption from these funds is permitted daily.

 

Certificate of deposit - Valued at amortized cost, which approximates fair value given the instruments’ short duration of less than 130 days.

 

Corporate debt - Valued using pricing models maximizing the use of observable inputs for similar securities. This includes basing value on yields currently available on comparable securities of issuers with similar credit ratings. When quoted prices are not available for identical or similar bonds, the bond is valued under a discounted cash flows approach that maximizes observable inputs, such as current yields of similar instruments, but includes adjustments for certain risks that may not be observable, such as credit and liquidity risks or a broker quote if available.

 

U.S. Government securities - Valued using pricing models maximizing the use of observable inputs for similar securities.

 

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NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 

Investment Valuation — Continued

 

The fair value hierarchy under the accounting standard for fair value measurements consists of the following three levels:

 

·                  Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets that the company has the ability to access;

·                  Level 2 — Valuations based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market; and

·                  Level 3 — Valuations using significant inputs that are unobservable in the market and include the use of judgment by the company’s management about the assumptions market participants would use in pricing the asset or liability.

 

The following tables set forth the fair value hierarchy levels of the Plan’s assets at fair value at December 31, 2017 and 2016 (dollars in thousands):

 

 

 

Basis of Fair Value Measurement

 

 

 

2017

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

$

1,563,899

 

$

 

$

 

$

1,563,899

 

Mutual funds

 

1,686,322

 

 

 

1,686,322

 

Certificate of deposit

 

 

5,006

 

 

5,006

 

Corporate debt

 

 

255,677

 

 

255,677

 

Total assets at fair value

 

$

3,250,221

 

$

260,683

 

$

 

3,510,904

 

Assets measured at NAV:

 

 

 

 

 

 

 

 

 

Collective trust funds

 

 

 

 

 

 

 

1,455,307

 

Total investments

 

 

 

 

 

 

 

$

4,966,211

 

 

 

 

Basis of Fair Value Measurement

 

 

 

2016

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

$

1,134,630

 

$

 

$

 

$

1,134,630

 

Mutual funds

 

1,271,053

 

 

 

1,271,053

 

Certificate of deposit

 

 

3,802

 

 

3,802

 

Corporate debt

 

 

231,271

 

 

231,271

 

U.S. Government securities

 

 

15,695

 

 

15,695

 

Total assets at fair value

 

$

2,405,683

 

$

250,768

 

$

 

2,656,451

 

Assets measured at NAV:

 

 

 

 

 

 

 

 

 

Collective trust funds

 

 

 

 

 

 

 

1,107,670

 

Total investments

 

 

 

 

 

 

 

$

3,764,121

 

 

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NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 

Notes Receivable from Participants

 

Notes receivable from participants are measured at their unpaid balance plus any accrued but unpaid interest.  Delinquent loans are reclassified as distributions based upon the terms of the Plan.  No allowance for credit losses has been recorded as of December 31, 2017 and 2016.

 

Investment Income Recognition

 

Purchases and sales of securities are recorded on a trade-date basis.  Interest income is recorded on an accrual basis.  Dividends are recorded on the ex-dividend date.  Net realized and unrealized appreciation/depreciation is recorded in the accompanying statement of changes in net assets available for benefits as net appreciation in fair value of investments.

 

Payment of Benefits

 

Benefits are recorded when paid.

 

NOTE C - INVESTMENTS

 

A summary of AbbVie common share data as of December 31, 2017 and 2016 is presented below:

 

 

 

2017

 

2016

 

AbbVie common shares, 12,299,005 and 13,587,259 shares, respectively, (dollars in thousands)

 

$

1,189,437

 

$

850,834

 

Market value per share

 

$

96.71

 

$

62.62

 

 

In general, the investments provided by the Plan are exposed to various risks, such as interest rate, credit and overall market volatility risks.  Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant accounts and the amounts reported in the statements of net assets available for benefits.

 

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NOTE D - RELATED-PARTY AND PARTY-IN-INTEREST TRANSACTIONS

 

The Plan holds units of a collective trust fund managed by the Trustee for the Plan.  The Plan also invests in the common stock of AbbVie. These transactions qualify as party-in-interest transactions; however, they are exempt from the prohibited transaction rules under ERISA.  During 2017, the Plan received $33.3 million in common stock dividends from AbbVie.

 

Participants pay fees to the recordkeeper for loan and withdrawal transaction processing and also pay commissions on purchases and sales of AbbVie shares and sales of Abbott stock.  These transactions qualify as permitted party-in-interest transactions.

 

NOTE E - PLAN TERMINATION

 

The Plan may be terminated at any time by AbbVie upon written notice to the Trustee and Board of Review, and will be terminated if AbbVie completely discontinues its contributions under the Plan.  All participants’ account balances are fully vested upon Plan termination.  Upon termination of the Plan, distributions of each participant’s share in the Trust, as determined by the terms of the Plan, will be made to each participant.  At the present time, AbbVie has no intention of terminating the Plan.

 

NOTE F - TAX STATUS

 

During December 2017, the Plan filed a Form 5300 Application for Determination for Employee Benefit Plan with the IRS to request a favorable determination letter confirming that the Plan and related Trust are designed in accordance with applicable sections of the IRC.  The Plan has not received a response from the IRS, however, the Plan administrator believes that the Plan is designed and is currently being operated in accordance with the applicable requirements of the IRC.

 

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the IRS or other applicable taxing authorities.  The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2017 and 2016, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements.  The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

 

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NOTE G — SUBSEQUENT EVENTS

 

AbbVie has evaluated subsequent events and there were no subsequent events that require recognition or additional disclosure in these financial statements.

 

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SUPPLEMENTAL SCHEDULE

 

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AbbVie Savings Plan

EIN: 320375147, Plan Number: 001

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2017

(Dollars in thousands)

 

 

 

Cost

 

Current

 

Identity of party involved/description of asset/rate/maturity

 

(a)

 

value

 

 

 

 

 

 

 

*ABBVIE INC., common shares

 

 

 

$

1,189,437

 

 

 

 

 

 

 

ABBOTT LABORATORIES, common shares

 

 

 

374,462

 

 

 

 

 

 

 

Mutual funds

 

 

 

 

 

AMERICAN FUNDS EUROPACIFIC GROWTH

 

 

 

244,061

 

AMERICAN FUNDS THE GROWTH FUND OF AMERICA

 

 

 

430,226

 

AMERICAN FUNDS WASHINGTON MUTUAL INVESTORS FUND

 

 

 

156,150

 

DIAMOND HILL SMALL/MID CAP FUND

 

 

 

111,188

 

GMO GLOBAL ASSET ALLOCATION SERIES FUND

 

 

 

151,450

 

JPMORGAN CORE BOND FUND

 

 

 

235,231

 

PIMCO ALL ASSET FUND

 

 

 

74,871

 

PIMCO SHORT-TERM PORTFOLIO INSTITUTIONAL

 

 

 

3,510

 

VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND

 

 

 

279,635

 

 

 

 

 

 

 

Collective trust funds

 

 

 

 

 

SSGA TARGET RETIREMENT 2015 SERIES FUND

 

 

 

13,640

 

SSGA TARGET RETIREMENT 2020 SERIES FUND

 

 

 

60,118

 

SSGA TARGET RETIREMENT 2025 SERIES FUND

 

 

 

93,419

 

SSGA TARGET RETIREMENT 2030 SERIES FUND

 

 

 

85,304

 

SSGA TARGET RETIREMENT 2035 SERIES FUND

 

 

 

63,747

 

SSGA TARGET RETIREMENT 2040 SERIES FUND

 

 

 

52,407

 

SSGA TARGET RETIREMENT 2045 SERIES FUND

 

 

 

30,954

 

SSGA TARGET RETIREMENT 2050 SERIES FUND

 

 

 

20,252

 

SSGA TARGET RETIREMENT 2055 SERIES FUND

 

 

 

5,442

 

SSGA TARGET RETIREMENT 2060 SERIES FUND

 

 

 

3,409

 

SSGA TARGET RETIREMENT INCOME SERIES FUND

 

 

 

16,236

 

VANGUARD INSTITUTIONAL 500 INDEX TRUST

 

 

 

646,610

 

VANGUARD INSTITUTIONAL EXTENDED MARKET TRUST

 

 

 

361,807

 

*COLLECTIVE SHORT TERM INVESTMENT FUND

 

 

 

1,962

 

 

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Certificate of Deposit

 

 

 

 

 

BARCLAYS BANK PLC FLTG 05-17-2018

 

 

 

5,006

 

 

 

 

 

 

 

Corporate Debt

 

 

 

 

 

AGENCE FRANC DEV FRN SNR EMTN 02/18

 

 

 

2,000

 

AUST & NZ BKG GRP NY MTN 1.5% 01-16-2018

 

 

 

400

 

BAYERISCHE LANDESBANK MTN 1.25% 23/04/2018

 

 

 

998

 

BK NED GEMEENTEN FR SNR 05/18

 

 

 

13,011

 

DUKE ENERGY 5.25% DUE 01-15-2018

 

 

 

601

 

ERSTE ABWICKLUNG 29/01/2018

 

 

 

12,800

 

ERSTE ABWICKLUNGS 1.625% SNR 21/02/2019

 

 

 

6,956

 

ERSTE ABWICKLUNGSA BDS 1.25% 15/03/2018

 

 

 

1,997

 

ERSTE ABWICKLUNGSANSTALT MTN 1.125% 2/02/2018

 

 

 

5,197

 

EXPORT DEV CANADA FRN SNR 01/2018

 

 

 

3,000

 

EXPORT DEV CANADA FRN SNR 04/2018

 

 

 

5,000

 

EXXON MOBIL CORP FLTG RT 2.78625% DUE 03-01-2019

 

 

 

4,171

 

FIRST ABU DHABI BK 3% SNR EMTN 13/08/2019

 

 

 

2,525

 

FMS WERTMANAGEMENT ADJ RT 08-21-2019

 

 

 

4,399

 

FMS WERTMANAGEMENT FRN GTD SNR 01/18

 

 

 

13,000

 

FMS WERTMANAGEMENT FRN GTD SNR 05/18

 

 

 

11,999

 

GM FINL AUTOMOBILE LEASING TR 2016-2 10-22-2018/02-20-2018

 

 

 

168

 

HSBC BANK PLC FRNS 15/05/2018

 

 

 

1,287

 

HSBC USA INC NEW 1.625% DUE 01-16-2018

 

 

 

300

 

HSBC USA INC VAR RT DUE 08-07-2018

 

 

 

2,006

 

ING U S FDG LLC DISC COML PAPER 3/A3 YRS3&4 05-25-2018

 

 

 

794

 

ING US FDG LLC IAM COML PAPER 3/A3 COML PAPER IAM DUE 07-13-2018

 

 

 

2,000

 

JAPAN TOB INC 2.1 DUE 07-23-2018

 

 

 

401

 

KOMMUNALBANKEN AS FRN 20/02/18

 

 

 

13,600

 

KOMMUNALBANKEN AS FRN SNR FLTG RT 02/05/2019

 

 

 

7,009

 

KOMMUNINVEST I SVE FRN GTD SNR 05/19

 

 

 

4,000

 

KOMMUNINVEST I SVE FRN GTD SNR MTN 08/2018

 

 

 

12,509

 

LB BADEN-WUERTTEMBERG 1.375% 05/03/2018

 

 

 

3,497

 

L-BANK BW FOERDBK FRN SNR 07/18

 

 

 

2,001

 

MICROSOFT CORP 1.3% DUE 11-03-2018

 

 

 

1,744

 

NATL AUSTRALIA BK FLTG RT 1.25% DUE 03-08-2018

 

 

 

999

 

NED.FINANCE FRN SNR 10/2019

 

 

 

5,109

 

NED.FINANCE.MAATS FR SNR 01/20

 

 

 

1,406

 

NEDER BNDS 1.25% 16/01/2018

 

 

 

4,500

 

NEDERLANDSE WATERSCHAPSBANK FLTG RT 2-14-2018

 

 

 

13,001

 

NISSAN AUTO LEASE 1.25999999046% DUE 12-17-2018

 

 

 

1,725

 

NORDRH-WESTFALEN FRN SNR 09/2018

 

 

 

13,019

 

 

18



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NORDRH-WESTFALEN FRN SNR 11/2018

 

 

 

12,015

 

NRW BANK FRN SNR 02/2019

 

 

 

2,303

 

NRW BANK FRN SNR 03/2019

 

 

 

12,656

 

NRW BANK FRN SNR 08/18

 

 

 

12,061

 

Q 0 07/21/19 DUE 07-21-2019 REG

 

 

 

2,909

 

QNB FINANCE LTD 2.125% GTD SNR 14/02/18

 

 

 

700

 

QNB FINANCE LTD 2.75% DUE 31/10/2018

 

 

 

800

 

SACHSEN-ANHALT 1.25% SNR 14/05/2018

 

 

 

10,275

 

SALT RIV PROJ ARIZ AGRIC IMPT & PWR DISTTAXABLE COML PAPER 1.64% 03-13-2018

 

 

 

2,591

 

SANTANDER UK PLC FLTG RT 2.79363% DUE 08-24-2018

 

 

 

1,004

 

SLM STUDENT LN TR 2012-7 STUD LN BACKED NT CL A-2 FLTG 09-25-2019/03-26-2018

 

 

 

409

 

ST ENGINEERING FIN 1 LTD 4.8% MTN 16/07/2019

 

 

 

4,660

 

SWEDISH EXPORT CREDIT CORP FLTG RT 10-04-2018

 

 

 

2,501

 

TEMASEK FINL I LTD GLOBAL MEDIUM TERM NTTRANCHE # TR 00001 4.3 DUE 10-25-2019

 

 

 

362

 

TORONTO DOMINION BK SR STEP UP 03-31-2018

 

 

 

998

 

WELLS FARGO BK N A FLTG RT 0% DUE 11-28-2018

 

 

 

4,514

 

WESTPAC BANKING CORP BNDS 1.375 DUE 05-30-2018

 

 

 

5,790

 

 

 

 

 

 

 

*Loans to participants, 3.25% to 8.25%

 

 

 

46,915

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

$

5,013,126

 

 


*Represents a party-in-interest transaction.

 

(a) Cost information omitted as all investments are fully participant directed.

 

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FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE WITH

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ABBVIE PUERTO RICO SAVINGS PLAN

DECEMBER 31, 2017 AND 2016

 




Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR THE YEAR ENDED DECEMBER 31, 2017

 

To the Plan Participants and the Plan Administrator of the AbbVie Puerto Rico Savings Plan

 

Opinion on the Financial Statements

 

We have audited the accompanying statement of net assets available for benefits of the AbbVie Puerto Rico Savings Plan (the Plan) as of December 31, 2017, and the related statement of changes in net assets available for benefits for the year ended December 31, 2017, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2017, and the changes in its net assets available for benefits for the year ended December 31, 2017, in conformity with U.S. generally accepted accounting principles.

 

Basis for Opinion

 

These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Supplemental Schedule

 

The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2017 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information

 

3



Table of Contents

 

reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.

 

/s/ Ernst & Young LLP

 

 

 

We have served as the Plan’s auditor since 2018.

 

 

 

Chicago, Illinois

 

June 26, 2018

 

 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

FOR THE YEAR ENDED DECEMBER 31, 2016

 

AbbVie Employee Benefit Board of Review

AbbVie Puerto Rico Savings Plan

 

We have audited the accompanying statement of net assets available for benefits of the AbbVie Puerto Rico Savings Plan (the Plan) as of December 31, 2016, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016 (not separately included herein).  These financial statements are the responsibility of the Plan’s management.  Our responsibility is to express an opinion on these financial statements based on our audit.

 

We conducted our audit 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.  We were not engaged to perform an audit of the Plan’s internal control over financial reporting.  Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting.  Accordingly, we express no such opinion.  An audit also 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, as well as evaluating the overall financial statement presentation.  We believe that our audit provides a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the AbbVie Puerto Rico Savings Plan as of December 31, 2016, and the changes in net assets available for benefits for the year ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.

 

/s/ Grant Thornton LLP

 

 

 

 

Chicago, Illinois

 

June 28, 2017

 

 

5



Table of Contents

 

AbbVie Puerto Rico Savings Plan

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2017 and 2016

(Dollars in thousands)

 

 

 

2017

 

2016

 

Assets

 

 

 

 

 

Cash

 

$

109

 

$

200

 

Investments, at fair value

 

336,960

 

246,955

 

Notes receivable from participants

 

8,760

 

9,393

 

Accrued interest and dividend income

 

42

 

19

 

Due from brokers

 

2

 

19

 

 

 

 

 

 

 

Total assets

 

345,873

 

256,586

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Other liabilities

 

1

 

171

 

Accrued administrative expenses

 

29

 

14

 

Due to brokers

 

168

 

199

 

 

 

 

 

 

 

Total liabilities

 

198

 

384

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

345,675

 

$

256,202

 

 

The accompanying notes are an integral part of these statements.

 

6



Table of Contents

 

AbbVie Puerto Rico Savings Plan

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31, 2017

(Dollars in thousands)

 

Additions

 

 

 

Contributions

 

 

 

Employer

 

$

3,388

 

Participant

 

7,580

 

 

 

 

 

Total contributions

 

10,968

 

 

 

 

 

Investment income

 

 

 

Net appreciation in fair value of investments

 

82,990

 

Interest and dividends

 

7,814

 

 

 

 

 

Net investment income

 

90,804

 

 

 

 

 

Interest income on notes receivable from participants

 

300

 

 

 

 

 

Total additions

 

102,072

 

 

 

 

 

Deductions

 

 

 

Benefits paid to participants

 

12,416

 

Other expenses

 

183

 

 

 

 

 

Total deductions

 

12,599

 

 

 

 

 

NET INCREASE

 

89,473

 

 

 

 

 

Net assets available for benefits

 

 

 

Beginning of year

 

256,202

 

 

 

 

 

End of year

 

$

345,675

 

 

The accompanying notes are an integral part of these statements.

 

7



Table of Contents

 

AbbVie Puerto Rico Savings Plan

NOTES TO FINANCIAL STATEMENTS

December 31, 2017 and 2016

 

NOTE A - DESCRIPTION OF THE PLAN

 

The following description of the AbbVie Puerto Rico Savings Plan (the “Plan”) provides only general information.  Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

 

General

 

Employees of AbbVie Inc.’s (“AbbVie”) selected subsidiaries and affiliates in Puerto Rico (the “Company”) may, after meeting certain employment requirements, voluntarily participate in the Plan.  The Plan’s sponsor is AbbVie Ltd.  The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.

 

Aon Hewitt served as the Plan’s record keeper until its parent company, Aon Plc, completed the sale of its benefits administration business to Blackstone Group LP during 2017.  The business now operates as Alight Solutions and continues to serve as the record keeper of the Plan.  The Northern Trust Company (“Custodian”) serves as the custodian.  Banco Popular de Puerto Rico serves as trustee (“Trustee”) of the Plan.

 

Contributions and Vesting

 

Contributions to the Plan are paid to the AbbVie Puerto Rico Savings Plan Trust (“Trust”). The Trust is administered by the Trustee, the Custodian and an investment committee comprised of AbbVie employees (the “Committee”).

 

Employees are eligible to make contributions immediately following their date of hire.  Eligible employees electing to participate may contribute from 2% to 25% of their eligible earnings to the Trust.  Participants may choose to make their contributions from either pretax earnings or after-tax earnings or both.  Participants who have attained age 50 before the end of the Plan year and who are making the maximum pretax contribution are eligible to make catch-up contributions.  Participants’ pretax contributions are a pay conversion feature, which is a salary deferral option under the provisions of Section 1081.01(d) of the Puerto Rico Internal Revenue Code of 2011 (“PR Code”), as amended.  All the contributions are subject to certain limitations of the PR Code.  Participant contributions may be invested in any of the investment options offered by the Plan.

 

Employer contributions to the Plan are made each payroll period based on the participating employees’ eligible earnings.  The amount of the employer contribution is determined by the Board of Directors of AbbVie and for the year ended December 31, 2017, was 5% of the participant’s eligible earnings if the employee elected to contribute at least 2% to the Plan.  Employer contributions are invested each pay period according to the employee’s investment elections.

 

8



Table of Contents

 

NOTE A - DESCRIPTION OF THE PLAN - Continued

 

Contributions and Vesting - Continued

 

The Plan offers a variety of investment options including mutual funds and collective trusts of assorted investment strategies, target date funds, a short-term investment fund and AbbVie common shares.  AbbVie was established by the January 1, 2013 separation of Abbott Laboratories (“Abbott”) into two publicly traded companies.  The separation was a tax-free distribution where Abbott shareholders received one share of AbbVie stock for every share of Abbott held as of the close of business on December 12, 2012, the record date for the distribution.  Effective January 1, 2013, AbbVie participants may no longer make new contributions or transfer new money to purchase Abbott stock in the Plan; however, they may continue to hold Abbott stock in their Plan accounts.

 

Participants are at all times fully vested in their own contributions and earnings thereon.  Vesting in employer contributions and earnings thereon is based on the following vesting schedule:

 

 

 

Vesting

 

Service

 

percentage

 

Less than two years

 

0

%

Two years or more

 

100

%

 

Non-vested portions of employer contributions and earnings thereon are forfeited as of an employee’s termination date.  Forfeitures are used to (1) restore any forfeitures of participants who returned to service with the Company within a given period of time, (2) pay Plan expenses and (3) reduce future employer contributions if terminated participants do not return to service within the given period of time.  In 2017, approximately $49,300 of forfeitures were used to reduce AbbVie’s contributions.  As of December 31, 2017 and 2016, approximately $1,478 and $17,700, respectively, of forfeitures were available.

 

Distributions

 

Following retirement, termination or death, participants or their beneficiaries receive a distribution in cash, AbbVie common shares or direct rollovers, as applicable.  Also, upon retirement, participants may elect to defer distribution to a future date, but distribution must be made or commence by the 1st of April following the year the participant reaches age 70-1/2.  Interest, dividends and other earnings will continue to accrue on such deferred amounts.  Prior to separation of service, participants are permitted to withdraw their rollover contributions and their after-tax contributions in shares or in cash, subject to certain limitations.  In-service withdrawals are available in certain circumstances as defined by the Plan.  The Plan also permits hardship withdrawals for participants who meet the criteria outlined in the Plan document.

 

9



Table of Contents

 

NOTE A - DESCRIPTION OF THE PLAN - Continued

 

Administrative Expenses

 

Participants are charged transaction fees for loan and withdrawal processing and commissions on purchases and sales of AbbVie shares and sales of Abbott stock.  Investment fees for mutual funds and collective trusts are charged against the net assets of the respective fund.  The Company pays other record-keeping and administration fees and Banco Popular de Puerto Rico trustee fees, where applicable.  Expenses paid by the Company are excluded from these financial statements.

 

Participant Accounts

 

Each participant’s account is credited with the participant’s contributions and employer contributions and allocations of plan earnings, and is charged with any transaction fees or commissions incurred by the participant.  Plan earnings are allocated based on the participant’s share of net earnings or losses of their respective elected investment options.  The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.

 

Notes Receivable from Participants

 

Participants may convert their pretax accounts to one or two loans to themselves.  The borrowing may not exceed the lesser of the current market value of the assets allocated to their pretax accounts or 50% of all of their Plan accounts up to $50,000, subject to the PR Code limitations and restrictions.  Participants pay interest on such borrowings at the prime rate in effect at the time the participant loan is made.  Loans must be repaid within five years (or by the employee’s anticipated retirement date, if sooner) unless the loan is used for the purchase of the primary residence of the employee, in which case the repayment period can be extended to a period of fifteen years (or until the employee’s anticipated retirement date, if sooner).  Repayment is generally made through periodic payroll deductions but a loan may be repaid in a lump sum at any time.  For employees terminating employment with AbbVie during the repayment period, the balance of the outstanding loan is netted from their Plan distribution.

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

 

The financial statements have been prepared using the accrual basis of accounting.

 

10



Table of Contents

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 

Use of Estimates

 

The preparation of 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, and changes therein, and disclosure of contingent assets and liabilities.  Actual results may differ from those estimates.

 

Investment Valuation

 

Investments are reported at fair value.  Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  The Plan uses the following methods and significant assumptions to estimate the fair value of investments:

 

Common stock and mutual funds - Valued at the published market price per share multiplied by the number of shares held.

 

Collective trust funds - Valued at the NAV provided by the administrator of the fund.  The NAV is used as a practical expedient to estimate fair value.  The NAV is based on the value of the underlying assets owned by the fund, minus its liabilities, and then divided by the number of shares outstanding.  Redemption from these funds is permitted daily.

 

The fair value hierarchy under the accounting standard for fair value measurements consists of the following three levels:

 

·                  Level 1 — Valuations based on unadjusted quoted prices in active markets for identical assets that the company has the ability to access;

·                  Level 2 — Valuations based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market; and

·                  Level 3 — Valuations using significant inputs that are unobservable in the market and include the use of judgment by the company’s management about the assumptions market participants would use in pricing the asset or liability.

 

11



Table of Contents

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 

Investment Valuation - Continued

 

The following tables set forth the fair value hierarchy levels of the Plan’s assets at fair value at December 31, 2017 and 2016 (dollars in thousands):

 

 

 

Basis of Fair Value Measurement

 

 

 

2017

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

$

184,412

 

$

 

$

 

$

184,412

 

Mutual funds

 

99,645

 

 

 

99,645

 

Total assets at fair value

 

$

284,057

 

$

 

$

 

284,057

 

Assets measured at NAV:

 

 

 

 

 

 

 

 

 

Collective trust funds

 

 

 

 

 

 

 

52,903

 

Total investments

 

 

 

 

 

 

 

$

336,960

 

 

 

 

Basis of Fair Value Measurement

 

 

 

2016

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

$

147,266

 

$

 

$

 

$

147,266

 

Mutual funds

 

69,672

 

 

 

69,672

 

Total assets at fair value

 

$

216,938

 

$

 

$

 

216,938

 

Assets measured at NAV:

 

 

 

 

 

 

 

 

 

Collective trust funds

 

 

 

 

 

 

 

30,017

 

Total investments

 

 

 

 

 

 

 

$

246,955

 

 

Notes Receivable from Participants

 

Notes receivable from participants are measured at their unpaid balance plus any accrued but unpaid interest.  Delinquent loans are reclassified as distributions based upon the terms of the Plan.  No allowance for credit losses has been recorded as of December 31, 2017 and 2016.

 

Investment Income Recognition

 

Purchases and sales of securities are recorded on a trade-date basis.  Interest income is recorded on the accrual basis.  Dividends are recorded on the ex-dividend date.  Net realized and unrealized appreciation/depreciation is recorded in the accompanying statement of changes in net assets available for benefits as net appreciation in fair value of investments.

 

Payment of Benefits

 

Benefits are recorded when paid.

 

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Table of Contents

 

NOTE C - INVESTMENTS

 

A summary of AbbVie common share data as of December 31, 2017 and 2016 is presented below:

 

 

 

2017

 

2016

 

AbbVie common shares, 1,438,598 and 1,792,986, respectively (dollars in thousands)

 

$

139,127

 

$

112,277

 

Market value per share

 

$

96.71

 

$

62.62

 

 

In general, the investments provided by the Plan are exposed to various risks, such as interest rate, credit and overall market volatility risks.  Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participant accounts and the amounts reported in the statements of net assets available for benefits.

 

NOTE D - RELATED-PARTY AND PARTY-IN-INTEREST TRANSACTIONS

 

The Plan holds units of a collective trust fund managed by the Custodian for the Plan.  The Plan also invests in the common stock of AbbVie. These transactions qualify as party-in-interest transactions; however, they are exempt from the prohibited transaction rules under ERISA.  During 2017, the Plan received $4.1 million in common stock dividends from AbbVie.

 

Participants pay fees to the recordkeeper for loan and withdrawal transaction processing and also pay commissions on purchases and sales of AbbVie shares and sales of Abbott stock.  These transactions qualify as permitted party-in-interest transactions.

 

NOTE E - PLAN TERMINATION

 

The Plan may be terminated at any time by AbbVie upon written notice to the Trustee and Committee, and will be terminated if AbbVie completely discontinues its contributions under the Plan.  All participants’ account balances are fully vested upon Plan termination.  Upon termination of the Plan, distributions of each participant’s share in the Trust, as determined by the terms of the Plan, will be made to each participant.  At the present time, AbbVie has no intention of terminating the Plan.

 

NOTE F - TAX STATUS

 

On July 3, 2015, the Department of the Treasury of the Commonwealth of Puerto Rico issued its most recent letter to the effect that the Plan, as written, qualifies under Section 1081.01 of the PR Code and, consequently, is exempt from local income tax.  The Plan has been amended since the letter was issued.  The Plan’s management believes that the Plan is designed and is currently being operated in accordance with the applicable PR Code.

 

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Table of Contents

 

Accounting principles generally accepted in the United States of America require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability if the organization has taken an uncertain position that more likely than not would not be sustained upon examination by the applicable taxing authorities.  The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2017 and 2016, there are no uncertain positions taken or expected to be taken that would require recognition of a liability or disclosure in the financial statements.  The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.

 

NOTE G — SUBSQUENT EVENTS

 

The Company has evaluated subsequent events and there were no subsequent events that require recognition or additional disclosure in these financial statements.

 

14



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SUPPLEMENTAL SCHEDULE

 

15



Table of Contents

 

AbbVie Puerto Rico Savings Plan

EIN: 980429860, Plan Number: 002

SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)

December 31, 2017

(Dollars in thousands)

 

 

 

Cost

 

Current

 

Identity of party involved/description of asset/rate/maturity

 

(a)

 

value

 

 

 

 

 

 

 

*ABBVIE INC., common shares

 

 

 

$

139,127

 

 

 

 

 

 

 

ABBOTT LABORATORIES, common shares

 

 

 

45,285

 

 

 

 

 

 

 

Mutual funds

 

 

 

 

 

AMERICAN FUNDS EUROPACIFIC GROWTH FUND, CLASS R6

 

 

 

7,157

 

AMERICAN FUNDS GROWTH FUND OF AMERICA, CLASS R6

 

 

 

13,853

 

AMERICAN FUNDS WASHINGTON MUTUAL INVESTORS FUND, CLASS R6

 

 

 

4,117

 

BLACKROCK MONEY MARKET FUND

 

 

 

30,739

 

DIAMOND HILL SMALL/MID-CAP FUND

 

 

 

2,938

 

GMO GLOBAL ASSET ALLOCATION SERIES FUND, CLASS R6

 

 

 

5,173

 

J.P. MORGAN CORE BOND FUND

 

 

 

13,690

 

PIMCO ALL ASSET FUND

 

 

 

4,330

 

VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND

 

 

 

17,648

 

 

 

 

 

 

 

Collective trust funds

 

 

 

 

 

SSGA TARGET RETIREMENT 2015 SERIES FUND

 

 

 

1,208

 

SSGA TARGET RETIREMENT 2020 SERIES FUND

 

 

 

5,622

 

SSGA TARGET RETIREMENT 2025 SERIES FUND

 

 

 

4,741

 

SSGA TARGET RETIREMENT 2030 SERIES FUND

 

 

 

4,408

 

SSGA TARGET RETIREMENT 2035 SERIES FUND

 

 

 

1,716

 

SSGA TARGET RETIREMENT 2040 SERIES FUND

 

 

 

845

 

SSGA TARGET RETIREMENT 2045 SERIES FUND

 

 

 

621

 

SSGA TARGET RETIREMENT 2050 SERIES FUND

 

 

 

260

 

SSGA TARGET RETIREMENT 2055 SERIES FUND

 

 

 

264

 

SSGA TARGET RETIREMENT 2060 SERIES FUND

 

 

 

422

 

SSGA TARGET RETIREMENT INCOME SERIES FUND

 

 

 

632

 

VANGUARD INSTITUTIONAL 500 INDEX FUND

 

 

 

20,479

 

VANGUARD INSTITUTIONAL EXTENDED MARKET FUND

 

 

 

11,465

 

*COLLECTIVE SHORT TERM INVESTMENT FUND

 

 

 

220

 

 

 

 

 

 

 

*Loans to participants, 3.25% to 8.25%

 

 

 

8,760

 

 

 

 

 

 

 

 

 

 

 

$

345,720

 

 


*Represents a party-in-interest transaction.

 

(a) Cost information omitted as all investments are fully participant directed.

 

16



Table of Contents

 

EXHIBITS

 

23.1

 

Consent of Independent Registered Public Accounting Firm — AbbVie Savings Plan

 

 

 

23.2

 

Consent of Independent Registered Public Accounting Firm — AbbVie Savings Plan

 

 

 

23.3

 

Consent of Independent Registered Public Accounting Firm — AbbVie Puerto Rico Savings Plan

 

 

 

23.4

 

Consent of Independent Registered Public Accounting Firm — AbbVie Puerto Rico Savings Plan

 

17



Table of Contents

 

EXHIBIT INDEX

 

Exhibit No.

 

Exhibit

 

 

 

23.1

 

Consent of Independent Registered Public Accounting Firm — AbbVie Savings Plan

 

 

 

23.2

 

Consent of Independent Registered Public Accounting Firm — AbbVie Savings Plan

 

 

 

23.3

 

Consent of Independent Registered Public Accounting Firm — AbbVie Puerto Rico Savings Plan

 

 

 

23.4

 

Consent of Independent Registered Public Accounting Firm — AbbVie Puerto Rico Savings Plan

 

18



Table of Contents

 

SIGNATURE

 

The Plan.  Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.

 

ABBVIE SAVINGS PROGRAM

 

 

 

 

 

Date: June 26, 2018

By:

/s/ Michael J. Thomas

 

 

Michael J. Thomas

 

 

Plan Administrator

 

19


EX-23.1 2 a18-15869_1ex23d1.htm EX-23.1

Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-185564) pertaining to the AbbVie Savings Program of AbbVie Inc. of our report dated June 26, 2018, with respect to the financial statements and schedule of the AbbVie Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2017.

 

/s/ Ernst & Young LLP

 

Chicago, Illinois

June 26, 2018

 

1


EX-23.2 3 a18-15869_1ex23d2.htm EX-23.2

Exhibit 23.2

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our report dated June 28, 2017, with respect to the financial statements included in the Annual Report of the AbbVie Savings Plan on Form 11-K for the year ended December 31, 2017.  We hereby consent to the incorporation by reference of said report in the Registration Statement of AbbVie Inc. on Form S-8 (File No. 333-185564) for the AbbVie Savings Program.

 

/s/ Grant Thornton LLP

 

Chicago, Illinois

June 26, 2018

 

1


EX-23.3 4 a18-15869_1ex23d3.htm EX-23.3

Exhibit 23.3

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-185564) pertaining to the AbbVie Savings Program of AbbVie Inc. of our report dated June 26, 2018, with respect to the financial statements and schedule of the AbbVie Puerto Rico Savings Plan included in this Annual Report (Form 11-K) for the year ended December 31, 2017.

 

/s/ Ernst & Young LLP

 

Chicago, Illinois

June 26, 2018

 

1


EX-23.4 5 a18-15869_1ex23d4.htm EX-23.4

Exhibit 23.4

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our report dated June 28, 2017, with respect to the financial statements included in the Annual Report of the AbbVie Puerto Rico Savings Plan on Form 11-K for the year ended December 31, 2017.  We hereby consent to the incorporation by reference of said report in the Registration Statement of AbbVie Inc. on Form S-8 (File No. 333-185564) for the AbbVie Savings Program.

 

/s/ Grant Thornton LLP

 

Chicago, Illinois

June 26, 2018

 

1