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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, 2016

 

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

 

 

 



Table of Contents

 

FINANCIAL STATEMENTS AND REPORT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ABBVIE SAVINGS PLAN

DECEMBER 31, 2016 AND 2015

 



Table of Contents

 

C O N T E N T S

 

 

Page

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

4

 

 

FINANCIAL STATEMENTS

 

 

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

5

 

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

6

 

 

NOTES TO FINANCIAL STATEMENTS

7

 

 

SUPPLEMENTAL SCHEDULE

 

 

 

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

16

 



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

AbbVie Employee Benefit Board of Review

AbbVie Savings Plan

 

We have audited the accompanying statements of net assets available for benefits of the AbbVie Savings Plan (the Plan) as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016.  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 audits.

 

We conducted our audits 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 audits 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 audits provide 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 2015, 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.

 

The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2016, has been subjected to audit procedures performed in conjunction with the audit of AbbVie Savings Plan’s financial statements.  The supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements but include supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  The supplementary information is the responsibility of the Plan’s management.  Our audit procedures included determining whether the supplemental information reconciles to the basic 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 information.  In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental 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 supplemental information referred to above is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

 

/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, 2016 and 2015

(Dollars in thousands)

 

 

 

2016

 

2015

 

 

 

 

 

 

 

Assets

 

 

 

 

 

Cash

 

$

1,013

 

$

94

 

Investments, at fair value

 

3,764,121

 

3,428,346

 

Notes receivable from participants

 

46,240

 

46,293

 

Accrued interest and dividend income

 

668

 

412

 

Due from brokers

 

673

 

1,655

 

 

 

 

 

 

 

Total assets

 

3,812,715

 

3,476,800

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Accrued administrative expenses

 

104

 

79

 

Due to brokers

 

1,660

 

93

 

 

 

 

 

 

 

Total liabilities

 

1,764

 

172

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

3,810,951

 

$

3,476,628

 

 

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, 2016

(Dollars in thousands)

 

Additions

 

 

 

Contributions

 

 

 

Employer

 

$

75,477

 

Participant

 

153,167

 

Rollovers

 

12,827

 

 

 

 

 

Total contributions

 

241,471

 

 

 

 

 

Investment income

 

 

 

Net appreciation in fair value of investments

 

129,793

 

Interest and dividends

 

96,072

 

 

 

 

 

Net investment income

 

225,865

 

 

 

 

 

Interest income on notes receivable from participants

 

1,563

 

 

 

 

 

Total additions

 

468,899

 

 

 

 

 

Deductions

 

 

 

Benefits paid to participants

 

188,903

 

Other expenses

 

605

 

 

 

 

 

Total deductions

 

189,508

 

 

 

 

 

Net increase prior to transfer

 

279,391

 

 

 

 

 

Plan transfers in (note A)

 

54,932

 

 

 

 

 

NET INCREASE AFTER TRANSFER

 

334,323

 

 

 

 

 

Net assets available for benefits

 

 

 

Beginning of year

 

3,476,628

 

 

 

 

 

End of year

 

$

3,810,951

 

 

The accompanying notes are an integral part of this statement.

 

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AbbVie Savings Plan

NOTES TO FINANCIAL STATEMENTS

December 31, 2016 and 2015

 

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.

 

Mercer Trust Company and Mercer HR Services LLC (collectively, “Mercer”) served as the custodian, trustee, and record keeper of the Plan through June 30, 2016.  Effective July 1, 2016, the Plan changed the record keeper of the Plan from Mercer to AonHewitt and the custodian and trustee from Mercer to The Northern Trust Company (“Custodian” and “Trustee”).

 

In May 2015, AbbVie acquired Pharmacyclics, Incorporated, which was renamed Pharmacyclics LLC (“PCYC”) after the acquisition.  PCYC sponsored the Pharmacyclics LLC Retirement Savings Plan (“PCYC Plan”).   On October 4, 2016, the PCYC Plan merged with and into the Plan.  Assets totaling approximately $54,932,000 were transferred from the PCYC Plan to the Plan. Certain features of the PCYC Plan were maintained for the participants covered by that component of the Plan (such as the employee contribution limit, the matching formula, the years of service employer contribution and the vesting schedule).

 

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% of their eligible earnings to the Trust, subject to certain limitations.  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 IRC.  Participant contributions may be invested in any of the investment options offered by the Plan.

 

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NOTE A - DESCRIPTION OF THE PLAN - Continued

 

Contributions and Vesting - Continued

 

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, 2016, 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.

 

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 2016, forfeitures reduced AbbVie’s contributions by approximately $474,000.  Approximately $29,500 and $11,000 of forfeitures were available at the end of 2016 and 2015, 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 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.  Participants with over five years of credited service are permitted to withdraw their after-tax contributions and rollover contributions in shares or in cash, subject to certain limitations.  The Plan also permits hardship withdrawals for participants who meet the criteria outlined in the Plan document.

 

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.

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Accounting

 

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

 

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NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 

Adoption of New Accounting Rules

 

On May 1, 2015 the Financial Accounting Standards Board issued updated guidance related to fair value measurement and the disclosures for investments in certain entities that calculate net asset value (“NAV”) per share (or its equivalent).  The updated guidance applies to reporting entities that elect to measure the fair value of certain investments using the NAV per share (or its equivalent) of the investment as a practical expedient.  Prior to this updated guidance, investments valued using the practical expedient are categorized within the fair value hierarchy on the basis of when the investment is redeemable with the investee at NAV. The amendments remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the NAV per share practical expedient.

 

The amendments are effective for the Plan for fiscal years beginning after December 15, 2016 and apply retrospectively to all periods presented. Earlier application is permitted. The Plan’s administrator elected to adopt the amendments for the year ended December 31, 2016.  Accordingly, the amendment was retrospectively applied resulting in the removal of the investments for which fair value is measured using the NAV per share practical expedient from the fair value tables in the Investment Valuation note.  The total amount of the investments measured at NAV is disclosed so that total investments in the fair value tables can be reconciled to total investments at fair value on the statements of net assets.

 

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 or unit multiplied by the number of respective shares or units held.

 

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NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 

Investment Valuation — Continued

 

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.

 

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.

 

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NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 

Investment Valuation — Continued

 

The following tables summarize the basis used to measure assets at fair value at December 31, 2016 and 2015 (dollars in thousands):

 

 

 

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

 

 

 

 

Basis of Fair Value Measurement

 

 

 

2015

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

$

1,205,090

 

$

 

$

 

$

1,205,090

 

Mutual funds

 

1,750,642

 

 

 

1,750,642

 

Corporate debt

 

 

98,512

 

 

98,512

 

U.S. Government securities

 

 

131,166

 

 

131,166

 

Total assets at fair value

 

$

2,955,732

 

$

229,678

 

$

 

3,185,410

 

Assets measured at NAV:

 

 

 

 

 

 

 

 

 

Collective trust funds

 

 

 

 

 

 

 

242,936

 

Total investments

 

 

 

 

 

 

 

$

3,428,346

 

 

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, 2016 and 2015.

 

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 depreciation in fair value of investments.

 

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NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - 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, 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.

 

Payment of Benefits

 

Benefits are recorded when paid.

 

NOTE C - INVESTMENTS

 

A summary of AbbVie common share data as of December 31, 2016 and 2015 is presented below:

 

 

 

2016

 

2015

 

AbbVie common shares, 13,587,259 and 14,100,045 shares, respectively, (dollars in thousands)

 

$

850,834

 

$

835,287

 

Market value per share

 

$

62.62

 

$

59.24

 

 

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

 

A significant portion of the Plan’s assets is invested in AbbVie common shares.

 

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.

 

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NOTE F - TAX STATUS

 

The Plan has not yet 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.  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, 2016 and 2015, 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 other than disclosed below there were no subsequent events that require recognition or additional disclosure in these financial statements.

 

During 2016, AbbVie acquired Stemcentrx, Inc. In February 2017, approximately $5 million of assets held on behalf of Stemcentrx employees by a multiple employer plan transferred into the Plan.

 

On June 6, 2017, Aon plc announced the completion of the sale of its AonHewitt benefit administration business to Blackstone Group LP.  The business now operates under the name Alight Solutions.

 

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SUPPLEMENTAL SCHEDULE

 



Table of Contents

 

AbbVie Savings Plan

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

December 31, 2016

(Dollars in thousands)

 

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

 

Cost
(a)

 

Current
value

 

 

 

 

 

 

 

*ABBVIE INC., common shares

 

 

 

$

850,834

 

 

 

 

 

 

 

ABBOTT LABORATORIES, common shares

 

 

 

283,796

 

 

 

 

 

 

 

Mutual funds

 

 

 

 

 

AMERICAN FUNDS EUROPACIFIC GROWTH

 

 

 

169,123

 

AMERICAN FUNDS THE GROWTH FUND OF AMERICA

 

 

 

338,196

 

AMERICAN FUNDS WASHINGTON MUTUAL INVESTORS FUND

 

 

 

130,867

 

DIAMOND HILL SMALL/MID CAP FUND

 

 

 

106,791

 

GMO GLOBAL ASSET ALLOCATION SERIES FUND

 

 

 

137,640

 

JPMORGAN CORE BOND FUND

 

 

 

191,022

 

PIMCO ALL ASSET FUND

 

 

 

61,117

 

VANGUARD TOTAL INTERNATIONAL STOCK INDEX FUND

 

 

 

136,297

 

 

 

 

 

 

 

Collective trust funds

 

 

 

 

 

SSGA TARGET RETIREMENT 2015 SERIES FUND

 

 

 

10,962

 

SSGA TARGET RETIREMENT 2020 SERIES FUND

 

 

 

44,633

 

SSGA TARGET RETIREMENT 2025 SERIES FUND

 

 

 

54,389

 

SSGA TARGET RETIREMENT 2030 SERIES FUND

 

 

 

54,179

 

SSGA TARGET RETIREMENT 2035 SERIES FUND

 

 

 

36,178

 

SSGA TARGET RETIREMENT 2040 SERIES FUND

 

 

 

30,622

 

SSGA TARGET RETIREMENT 2045 SERIES FUND

 

 

 

16,664

 

SSGA TARGET RETIREMENT 2050 SERIES FUND

 

 

 

11,109

 

SSGA TARGET RETIREMENT 2055 SERIES FUND

 

 

 

1,883

 

SSGA TARGET RETIREMENT 2060 SERIES FUND

 

 

 

1,060

 

SSGA TARGET RETIREMENT INCOME SERIES FUND

 

 

 

9,172

 

VANGUARD INSTITUTIONAL 500 INDEX TRUST

 

 

 

511,560

 

VANGUARD INSTITUTIONAL EXTENDED MARKET TRUST

 

 

 

241,317

 

WELLINTGON MID CAP GROWTH FUND

 

 

 

46,486

 

WELLINGTON WTC-CIF II INTERNATIONAL SMALL-CAP EQUITY FUND

 

 

 

36,835

 

*COLLECTIVE SHORT TERM INVESTMENT FUND

 

 

 

621

 

 

 

 

 

 

 

Certificate of Deposit

 

 

 

 

 

MIZUHO BANK LTD FLT RT CD DUE 12-12-2017

 

 

 

3,802

 

 

 

 

 

 

 

Corporate Debt

 

 

 

 

 

BANK NEDERLANDSE GEMEENTEN FLTG 14/07/2017

 

 

 

12,502

 

BK NED GEMEENTEN FR SNR 05/18

 

 

 

12,036

 

DEXIA CR LOC NY BRH MED TEM NTS VAR 01-11-2017

 

 

 

1,650

 

DUKE ENERGY FLTG RT 1.14639% DUE 03-06-2017

 

 

 

200

 

ERSTE ABWICKLUNG 29/01/2018

 

 

 

12,809

 

ERSTE ABWICKLUNGSALT 1.0% DUE 02-27-2017

 

 

 

4,996

 

EXPORT - IMPORT BK KOREA FLT RT 01-14-2017

 

 

 

300

 

EXPORT DEV CANADA FRN SNR 04/2018

 

 

 

5,003

 

EXXON MOBIL CORP FLTG RT 1.83456% DUE 03-01-2019

 

 

 

4,190

 

FMS WERTMANAGEMENT FRN 18/05/18

 

 

 

5,004

 

FMS WERTMANAGEMENT FRN GTD SNR 01/18

 

 

 

7,007

 

FMS WERTMANAGEMENT GLOBAL NT .625% DUE 01-30-2017

 

 

 

10,552

 

GM FINL AUTOMOBILE LEASING TR 2016-2 10-22-2018

 

 

 

959

 

HBOS TREAS SVCS 5.25% 21/02/2017

 

 

 

4,028

 

HSBC BANK PLC FRNS 15/05/2018

 

 

 

1,287

 

HSBC USA INC NEW FLTG RT DUE 03-03-2017

 

 

 

3,001

 

INTL BUSINESS 7.625% DUE 10-15-2018

 

 

 

331

 

KOMMUNALBANKEN AS FRN 20/02/18

 

 

 

12,019

 

KOMMUNINVEST I SVE FRN 17/08/18

 

 

 

12,518

 

KOREA EAST-WEST 2.5% DUE 07-16-2017

 

 

 

3,309

 

KOREA LD & HSG CORP 1.875 DUE 08-02-2017

 

 

 

2,248

 

L-BANK BW FOERDERBANK 0.875% SER EMTN 20/03/2017

 

 

 

10,998

 

NASSAU CNTY N Y 1.4% 12-15-2017

 

 

 

2,506

 

 

16



Table of Contents

 

Corporate Debt - continued

 

 

 

 

 

NED WATERSCHAPSBK FR SNR 10/17

 

 

 

12,008

 

NEDERLANDSE WATERSCHAPSBANK FLTG RT 2-14-2018

 

 

 

12,019

 

NISSAN AUTO LEASE .75% DUE 09-15-2017

 

 

 

1,927

 

NISSAN AUTO LEASE 1.26% DUE 12-17-2018

 

 

 

3,997

 

NISSAN AUTO LEASE FLTG RT 1.37389% DUE 08-15-2018

 

 

 

1,962

 

NORDRH-WESTFALEN FRN MTN 07/2017

 

 

 

3,612

 

NORDRH-WESTFALEN FRN SNR 09/2018

 

 

 

8,011

 

NORDRH-WESTFALEN IDX/LKD-FRN 03/05/2017

 

 

 

3,003

 

NRW BANK 1% SNR 22/05/17

 

 

 

1,600

 

NRW BANK FRN SNR 03/2019

 

 

 

12,669

 

NRW BANK FRN SNR 08/18

 

 

 

12,061

 

NRW BANK FRN SNR 10/17

 

 

 

12,014

 

SACHSEN-ANHALT 1.25% SNR 14/05/2018

 

 

 

6,856

 

SHELL INTL FIN B V GTD NT FLTG RATE DUE 05-10-2017

 

 

 

200

 

SINGTEL GROUP TREASURY PTE 2.375% SNR GTD EMTN 08/09/2017

 

 

 

854

 

STATOIL ASA FLTG RT 1.23817% DUE 11-09-2017

 

 

 

1,401

 

STATOIL ASA GTD NT FLTG DUE 11-08-2018

 

 

 

2,002

 

SUMTER LANDING CMNTY DEV DIST FLA RECREATIONAL REV 1.448% 10-01-2017

 

 

 

250

 

TOTAL CAP INTL GTD NT 1 DUE 01-10-2017

 

 

 

150

 

UNIV CAL REVS FLTG RATE NTS-TAXABLE-SER Y-1 VAR RT DUE 07-01-2041

 

 

 

700

 

WELLS FARGO BK N A SAN FRAN CAL MEDIUM TERM FLTH RT DUE 01-22-2018

 

 

 

4,522

 

 

 

 

 

 

 

U.S. Government Securities

 

 

 

 

 

FHLB DISC NT 01-18-2017 0% NTS 18/01/17

 

 

 

1,100

 

UNITED STATES TREAS NTS 1.25% DUE 11-30-2018

 

 

 

3,004

 

UNITED STATES TREAS NTS DTD 01/31/2013 .875% DUE 01-31-2018

 

 

 

11,591

 

 

 

 

 

 

 

*Loans to participants, 3.25% to 8.75%

 

 

 

46,240

 

 

 

 

 

 

 

 

 

 

 

$

3,810,361

 

 


*Represents a party-in-interest transaction.

 

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

 

17



Table of Contents

 

FINANCIAL STATEMENTS AND REPORT OF

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

ABBVIE PUERTO RICO SAVINGS PLAN

DECEMBER 31, 2016 AND 2015

 



Table of Contents

 

C O N T E N T S

 

 

 

Page

 

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

3

 

 

 

FINANCIAL STATEMENTS

 

 

 

 

 

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

 

4

 

 

 

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

 

5

 

 

 

NOTES TO FINANCIAL STATEMENTS

 

6

 

 

 

SUPPLEMENTAL SCHEDULE

 

 

 

 

 

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

 

14

 



Table of Contents

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

AbbVie Inc. Employee Benefit Board of Review

AbbVie Puerto Rico Savings Plan

 

We have audited the accompanying statements of net assets available for benefits of the AbbVie Puerto Rico Savings Plan (the Plan) as of December 31, 2016 and 2015, and the related statement of changes in net assets available for benefits for the year ended December 31, 2016.  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 audits.

 

We conducted our audits 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 audits 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 audits provide 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 2015, 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.

 

The supplemental information in the accompanying schedule of assets (held at end of year) as of December 31, 2016, has been subjected to audit procedures performed in conjunction with the audit of AbbVie Puerto Rico Savings Plan’s financial statements.  The supplemental information is presented for purposes of additional analysis and is not a required part of the basic financial statements but include supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974.  The supplementary information is the responsibility of the Plan’s management.  Our audit procedures included determining whether the supplemental information reconciles to the basic 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 information.  In forming our opinion on the supplemental information in the accompanying schedule, we evaluated whether the supplemental 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 supplemental information referred to above is fairly stated, in all material respects, in relation to the basic financial statements taken as a whole.

 

/s/ Grant Thornton LLP

 

Chicago, Illinois

June 28, 2017

 

3



Table of Contents

 

AbbVie Puerto Rico Savings Plan

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS

December 31, 2016 and 2015

(Dollars in thousands)

 

 

 

2016

 

2015

 

Assets

 

 

 

 

 

Cash

 

$

200

 

$

85

 

Investments, at fair value

 

246,955

 

234,703

 

Notes receivable from participants

 

9,393

 

10,291

 

Accrued interest and dividend income

 

19

 

 

Due from brokers

 

19

 

497

 

 

 

 

 

 

 

Total assets

 

256,586

 

245,576

 

 

 

 

 

 

 

Liabilities

 

 

 

 

 

Cash overdraft

 

171

 

 

Accrued administrative expenses

 

14

 

 

Due to brokers

 

199

 

1

 

 

 

 

 

 

 

Total liabilities

 

384

 

1

 

 

 

 

 

 

 

NET ASSETS AVAILABLE FOR BENEFITS

 

$

256,202

 

$

245,575

 

 

The accompanying notes are an integral part of these statements.

 

4



Table of Contents

 

AbbVie Puerto Rico Savings Plan

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS

Year ended December 31, 2016

(Dollars in thousands)

 

Additions

 

 

 

Contributions

 

 

 

Employer

 

$

3,057

 

Participant

 

7,294

 

Rollovers

 

52

 

 

 

 

 

Total contributions

 

10,403

 

 

 

 

 

Investment income

 

 

 

Net appreciation in fair value of investments

 

4,017

 

Interest and dividends

 

7,069

 

 

 

 

 

Net investment income

 

11,086

 

 

 

 

 

Interest income on notes receivable from participants

 

326

 

 

 

 

 

Total additions

 

21,815

 

 

 

 

 

Deductions

 

 

 

Benefits paid to participants

 

11,089

 

Other expenses

 

99

 

 

 

 

 

Total deductions

 

11,188

 

 

 

 

 

NET INCREASE

 

10,627

 

 

 

 

 

Net assets available for benefits

 

 

 

Beginning of year

 

245,575

 

 

 

 

 

End of year

 

$

256,202

 

 

The accompanying notes are an integral part of this statement.

 

5



Table of Contents

 

AbbVie Puerto Rico Savings Plan

NOTES TO FINANCIAL STATEMENTS

December 31, 2016 and 2015

 

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.

 

Mercer Trust Company and Mercer HR Services LLC (collectively, “Mercer”) served as the custodian and record keeper of the Plan through June 30, 2016.  Effective July 1, 2016, the Plan changed the record keeper of the Plan from Mercer to AonHewitt and the custodian from Mercer to The Northern Trust Company (“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, subject to certain limitations.  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, as amended.  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, 2016, 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.

 

6



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 2016, approximately $96,100 of forfeitures were used to reduce AbbVie’s contributions.  As of December 31, 2016 and 2015, approximately $17,700 and $400, 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 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.

 

7



Table of Contents

 

NOTE A - DESCRIPTION OF THE PLAN - Continued

 

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 Puerto Rico Internal Revenue 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.

 

Adoption of New Accounting Rules

 

On May 1, 2015 the Financial Accounting Standards Board issued updated guidance related to fair value measurement and the disclosures for investments in certain entities that calculate net asset value (“NAV”) per share (or its equivalent).  The updated guidance applies to reporting entities that elect to measure the fair value of certain investments using the NAV per share (or its equivalent) of the investment as a practical expedient.  Prior to this updated guidance, investments valued using the practical expedient are categorized within the fair value hierarchy on the basis of when the investment is redeemable with the investee at NAV. The amendments remove the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the NAV per share practical expedient.

 

The amendments are effective for the Plan for fiscal years beginning after December 15, 2016 and apply retrospectively to all periods presented. Earlier application is permitted. The Plan’s administrator elected to adopt the amendments for the year ended December 31, 2016.  Accordingly, the amendment was retrospectively applied resulting in the removal of the

 

8



Table of Contents

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES — Continued

 

Adoption of New Accounting Rules - Continued

 

investments for which fair value is measured using the NAV per share practical expedient from the fair value tables in the Investment Valuation note.  The total amount of the investments measured at NAV is disclosed so that total investments in the fair value tables can be reconciled to total investments at fair value on the statements of net assets.

 

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 or unit multiplied by the number of shares or units 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.

 

9



Table of Contents

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

 

Investment Valuation - Continued

 

The following tables summarize the basis used to measure assets at fair value at December 31, 2016 and 2015 (dollars in thousands):

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

Basis of Fair Value Measurement

 

 

 

2015

 

Level 1

 

Level 2

 

Level 3

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

$

159,093

 

$

 

$

 

$

159,093

 

Mutual funds

 

70,034

 

 

 

70,034

 

Total assets at fair value

 

$

229,127

 

$

 

$

 

229,127

 

Assets measured at NAV:

 

 

 

 

 

 

 

 

 

Collective trust funds

 

 

 

 

 

 

 

5,576

 

Total investments

 

 

 

 

 

 

 

$

234,703

 

 

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, 2016 and 2015.

 

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.

 

10



Table of Contents

 

NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - 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.

 

Payment of Benefits

 

Benefits are recorded when paid.

 

NOTE C - INVESTMENTS

 

A summary of AbbVie common share data as of December 31, 2016 and 2015 is presented below:

 

 

 

2016

 

2015

 

AbbVie common shares, 1,792,986 and 1,916,150, respectively (dollars in thousands)

 

$

112,277

 

$

113,513

 

Market value per share

 

$

62.62

 

$

59.24

 

 

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

 

A significant portion of the Plan’s assets is invested in AbbVie common shares.

 

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.

 

11



Table of Contents

 

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 Puerto Rico Internal Revenue Code of 2011, as amended 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 all material respects, in accordance with the applicable Puerto Rico Internal Revenue 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, 2016 and 2015, 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 other than disclosed below there were no subsequent events that require recognition or additional disclosure in these financial statements.

 

On June 6, 2017, Aon plc announced the completion of the sale of its AonHewitt benefit administration business to Blackstone Group LP.  The business now operates under the name Alight Solutions.

 

12


 


Table of Contents

 

SUPPLEMENTAL SCHEDULE

 



Table of Contents

 

AbbVie Puerto Rico Savings Plan

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

December 31, 2016

(Dollars in thousands)

 

Identity of party involved/
description of asset

 

Cost
(a)

 

Current
value

 

 

 

 

 

 

 

*AbbVie Inc., common stock

 

 

 

$

112,277

 

 

 

 

 

 

 

Abbott Laboratories, common stock

 

 

 

34,989

 

 

 

 

 

 

 

Mutual funds

 

 

 

 

 

American Funds EuroPacific Growth Fund, Class R6

 

 

 

4,635

 

American Funds Growth Fund of America, Class R6

 

 

 

10,666

 

American Funds Washington Mutual Investors Fund, Class R6

 

 

 

2,820

 

Blackrock Money Market Fund

 

 

 

23,946

 

Diamond Hill Small/Mid-Cap Fund

 

 

 

2,750

 

GMO Global Asset Allocation Series Fund, Class R6

 

 

 

4,602

 

J.P. Morgan Core Bond Fund

 

 

 

9,981

 

PIMCO All Asset Fund

 

 

 

2,328

 

Vanguard Total International Stock Index Fund

 

 

 

7,944

 

 

 

 

 

 

 

Collective trust fund

 

 

 

 

 

SSgA Target Retirement 2015 Series Fund

 

 

 

747

 

SSgA Target Retirement 2020 Series Fund

 

 

 

2,023

 

SSgA Target Retirement 2025 Series Fund

 

 

 

2,388

 

SSgA Target Retirement 2030 Series Fund

 

 

 

1,622

 

SSgA Target Retirement 2035 Series Fund

 

 

 

773

 

SSgA Target Retirement 2040 Series Fund

 

 

 

236

 

SSgA Target Retirement 2045 Series Fund

 

 

 

248

 

SSgA Target Retirement 2050 Series Fund

 

 

 

137

 

SSgA Target Retirement 2055 Series Fud

 

 

 

73

 

SSgA Target Retirement 2060 Series Fund

 

 

 

48

 

SSgA Target Retirement Income Series Fund

 

 

 

197

 

Vanguard Institutional 500 Index Fund

 

 

 

13,201

 

Vanguard Institutional Extended Market Fund

 

 

 

6,139

 

Wellington Mid Cap Growth Fund

 

 

 

979

 

Wellington WTC-CIF II International Small-Cap Equity Fund

 

 

 

945

 

*Collective Short Term Investment Fund

 

 

 

261

 

 

 

 

 

 

 

*Loans to participants, 3.25% to 8.25%

 

 

 

9,393

 

 

 

 

 

 

 

 

 

 

 

$

256,348

 

 


*Represents a party-in-interest transaction.

 

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

 

14



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 Puerto Rico Savings Plan

 



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 28, 2017

By:

/s/ Michael J. Thomas

 

 

Michael J. Thomas

 

 

Plan Administrator

 



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 Puerto Rico Savings Plan

 


Exhibit 23.1

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We have issued our report dated June 28, 2017, with respect to the financial statements and supplemental schedule included in the Annual Report of the AbbVie Savings Plan on Form 11-K for the year ended December 31, 2016.  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 28, 2017

 

 


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 and supplemental schedule included in the Annual Report of the AbbVie Puerto Rico Savings Plan on Form 11-K for the year ended December 31, 2016.  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 28, 2017