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
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE WITH
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ABBVIE SAVINGS PLAN
DECEMBER 31, 2017 AND 2016
|
Page |
|
|
3 | |
|
|
FINANCIAL STATEMENTS |
|
|
|
6 | |
|
|
7 | |
|
|
8 | |
|
|
SUPPLEMENTAL SCHEDULE |
|
|
|
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) |
16 |
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 Plans management. Our responsibility is to express an opinion on the Plans 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 Plans 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 Plans financial statements. The information in the supplemental schedule is the responsibility of the Plans management. Our audit procedures included determining whether the information
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 Labors 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 Plans auditor since 2018. |
|
|
|
Chicago, Illinois |
|
June 26, 2018 |
|
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 Plans 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 Plans 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 Plans 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 |
|
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.
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.
AbbVie Savings Plan
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 Plans 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 Plans 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 participants eligible earnings if the employee elected to contribute at least 2% to the Plan. Employer contributions are invested each pay period according to the employees investment elections.
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 Plans 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 employees 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 AbbVies contributions by approximately $412,000. Approximately $23,500 and $29,500 of forfeitures were available at the end of 2017 and 2016, respectively.
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 participants account is credited with the participants contributions and AbbVies 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 participants 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 participants 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 employees 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 employees 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.
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.
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 companys 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 Plans 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 |
|
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.
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 participants 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.
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.
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 |
| |
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 |
|
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.
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE WITH
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ABBVIE PUERTO RICO SAVINGS PLAN
DECEMBER 31, 2017 AND 2016
C O N T E N T S
|
Page |
|
|
3 | |
|
|
FINANCIAL STATEMENTS |
|
|
|
6 | |
|
|
7 | |
|
|
8 | |
|
|
SUPPLEMENTAL SCHEDULE |
|
|
|
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR) |
16 |
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 Plans management. Our responsibility is to express an opinion on the Plans 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 Plans 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 Plans financial statements. The information in the supplemental schedule is the responsibility of the Plans management. Our audit procedures included determining whether the information
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 Labors 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 Plans auditor since 2018. |
|
|
|
Chicago, Illinois |
|
June 26, 2018 |
|
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 Plans 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 Plans 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 Plans 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 |
|
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.
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.
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 Plans 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 Plans 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 Plans 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 participants eligible earnings if the employee elected to contribute at least 2% to the Plan. Employer contributions are invested each pay period according to the employees investment elections.
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 employees 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 AbbVies 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.
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 participants account is credited with the participants 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 participants 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 participants 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 employees 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 employees 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.
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 companys management about the assumptions market participants would use in pricing the asset or liability.
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Investment Valuation - Continued
The following tables set forth the fair value hierarchy levels of the Plans 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.
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 participants 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 Plans management believes that the Plan is designed and is currently being operated in accordance with the applicable PR Code.
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.
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.
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 |
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 |
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 |
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
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
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
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