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, 2023
OR
¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File Number 001-35565
| 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
AbbVie Savings Plan
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
December 31,
2023 and 2022 and for the Year Ended December 31, 2023
With Report of Independent Registered Public Accounting Firm
AbbVie Savings Plan
C O N T E N T S
December 31, 2023 and 2022 and for the Year Ended December 31, 2023
Report of Independent Registered Public Accounting Firm
To the Plan Participants and the Plan Administrator of AbbVie Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of AbbVie Savings Plan (the Plan) as of December 31, 2023 and 2022, and the related statement of changes in net assets available for benefits for the year ended December 31, 2023, 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, 2023 and 2022, and the changes in its net assets available for benefits for the year ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. 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 audits 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 audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits 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 audits 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 audits provide a reasonable basis for our opinion.
3
Supplemental Schedule Required by ERISA
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2023 (referred to as the “supplemental schedule”), has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Ernst & Young LLP
We have served as the Plan’s auditor since 2018.
Chicago, Illinois
June 27, 2024
4
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31, 2023 and 2022
(Dollars in thousands)
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Investments, at fair value | $ | 11,550,154 | $ | 10,147,797 | ||||
| Employer contributions receivable | 108,530 | 89,335 | ||||||
| Notes receivable from participants | 68,703 | 65,136 | ||||||
| Transactions pending investment | 16 | 3,182 | ||||||
| Total assets | 11,727,403 | 10,305,450 | ||||||
| Liabilities | ||||||||
| Accrued investment management fees | 108 | 115 | ||||||
| Transactions pending redemption | 127 | - | ||||||
| Excess contributions payable | - | 8 | ||||||
| Total liabilities | 235 | 123 | ||||||
| NET ASSETS AVAILABLE FOR BENEFITS | $ | 11,727,168 | $ | 10,305,327 | ||||
The accompanying notes are an integral part of these statements.
5
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended December 31, 2023
(Dollars in thousands)
| Additions | ||||
| Contributions | ||||
| Employer | $ | 306,087 | ||
| Participant | 404,589 | |||
| Rollovers | 47,168 | |||
| Total contributions | 757,844 | |||
| Investment income | ||||
| Net appreciation in fair value of investments | 1,361,802 | |||
| Interest and dividends | 98,098 | |||
| Net investment income | 1,459,900 | |||
| Interest income on notes receivable from participants | 3,368 | |||
| Total additions | 2,221,112 | |||
| Deductions | ||||
| Benefits paid to participants | 796,115 | |||
| Other expenses | 3,644 | |||
| Total deductions | 799,759 | |||
| Net increase before transfers | 1,421,353 | |||
| Transfer into Plan | 488 | |||
| NET INCREASE | 1,421,841 | |||
| Net assets available for benefits | ||||
| Beginning of year | 10,305,327 | |||
| End of year | $ | 11,727,168 | ||
The accompanying notes are an integral part of this statement.
6
NOTES TO FINANCIAL STATEMENTS
December 31, 2023 and 2022
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. Any eligible employee who begins employment or re-employment on or after January 1, 2022, and any eligible employee who first becomes eligible to participate in the Plan on or after January 1, 2022, shall be covered by the AbbVie Savings Plan Plus (“ASP+”) provisions set forth in the Plan document. The ASP+ provisions provide for automatic enrollment into the Plan and matching contribution and annual company contribution formulas that differ from those that apply to participants who joined the Plan before January 1, 2022. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”), as amended.
Empower Retirement serves as the recordkeeper and Empower Trust Company, LLC (“Custodian” and “Trustee”) serves as the custodian and trustee.
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 choose to make their contributions from pretax earnings, 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 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. 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.
7
AbbVie Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2023 and 2022
NOTE A - DESCRIPTION OF THE PLAN - Continued
Contributions and Vesting - Continued
Eligible employees who are not covered by ASP+ and who elect to participate in the Plan may contribute from 2% to 50% of their eligible earnings to the Trust. Eligible employees covered by ASP+ and who elect to participate in the Plan may contribute from 1% to 50% of their eligible earnings to the Trust. Following the 30-day period from an employee’s hire or eligibility date, employees covered by ASP+ who have not affirmatively enrolled in the Plan and elected a specified contribution type and percentage or who have not opted out of automatic contributions, will be automatically enrolled in the Plan to contribute 3% of their pretax earnings.
Employer matching contributions to the Plan are made each payroll period based on the participating employees’ eligible earnings. Catch-up contributions are not eligible for matching contributions. The amount of the employer matching contribution for participants not covered by ASP+ is determined by the Board of Directors of AbbVie and, for the year ended December 31, 2023, was 5% of the participant’s eligible earnings if the employee elected to contribute at least 2% to the Plan. For participants covered by ASP+, contributions are matched dollar for dollar up to 6% of the participant’s eligible earnings.
In addition, ASP+ participants receive an annual employer contribution if the ASP+ participant is employed by the Company on the last day of the Plan year or separated from employment during the Plan year due to death or retirement. The annual employer contribution is equal to a percentage of eligible compensation based on each eligible ASP+ participant’s age plus years of credited service according to the following schedule:
| Age + Years of Credited Service (whole years) | Contribution Percentage | |||
| Less than 30 | 2 | % | ||
| 30-39 | 3 | % | ||
| 40-49 | 4 | % | ||
| 50-59 | 5 | % | ||
| 60-69 | 6 | % | ||
| 70 or more | 7 | % | ||
Employer contributions are invested each pay period according to the employee’s investment elections.
The Plan offers a variety of investment options, including 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.
8
AbbVie Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2023 and 2022
NOTE A - DESCRIPTION OF THE PLAN - Continued
Distributions
Following retirement, termination or death, participants or their beneficiaries receive distributions in cash and/or AbbVie common shares and may receive them in installments, lump sums 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 73. 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 trusts, and managed accounts are charged against the net assets of the respective fund. AbbVie pays other record-keeping and administration fees, where applicable. Expenses paid by AbbVie are excluded from these financial statements.
Participant Accounts
Each participant’s account is credited with the participant’s contributions and AbbVie’s contributions and allocations of plan earnings and is charged with any transaction fees or commissions incurred by the participant. Plan earnings are allocated based on the participant’s share of net earnings or losses of their respective elected investment options. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Notes Receivable from Participants
Participants may convert their pretax accounts into one or two loans to themselves. The borrowing may not exceed the lesser of the current market value of the assets allocated to their pretax accounts or 50% of all of their Plan accounts up to $50,000, subject to Internal Revenue Service (“IRS”) limitations and restrictions. Participants pay interest on such borrowings at the prime rate in effect at the time the participant loan is made. Loans must be repaid within five years (or by the employee’s anticipated retirement date, if sooner) unless the loan is used for the purchase of the primary residence of the employee, in which case the repayment period can be extended to a period of fifteen years (or until the employee’s anticipated retirement date, if sooner). Repayment is made through periodic payroll deductions, but a loan may be repaid in a lump sum at any time. For employees terminating employment with AbbVie during the repayment period, the balance of the outstanding loan is netted from their Plan distribution.
9
AbbVie Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2023 and 2022
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:
Interest bearing cash - Valued at its holding amount.
Common stock, mutual funds and collective trust funds - Valued at the published net asset value (“NAV”) or market price per share.
Self-directed brokerage accounts – Include various securities, mainly consisting of cash and cash equivalents, common stock, exchange-traded funds, and mutual funds, which are valued at the closing price reported in the active market in which the securities are traded.
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. |
10
AbbVie Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2023 and 2022
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Investment Valuation – Continued
The following tables set forth the fair value hierarchy levels of the Plan’s assets at fair value at December 31, (dollars in thousands):
| Basis of Fair Value Measurement | ||||||||||||||||
| 2023 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Interest bearing cash | $ | 73 | $ | - | $ | - | $ | 73 | ||||||||
| Common stock | 2,394,792 | - | - | 2,394,792 | ||||||||||||
| Mutual funds | 2,328 | - | - | 2,328 | ||||||||||||
| Collective trust funds | 9,056,646 | - | - | 9,056,646 | ||||||||||||
| Self-directed brokerage accounts | 96,315 | - | - | 96,315 | ||||||||||||
| Total assets at fair value | $ | 11,550,154 | $ | - | $ | - | $ | 11,550,154 | ||||||||
| Basis of Fair Value Measurement | ||||||||||||||||
| 2022 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Common stock | $ | 2,499,671 | $ | - | $ | - | $ | 2,499,671 | ||||||||
| Mutual funds | 1,430,377 | - | - | 1,430,377 | ||||||||||||
| Collective trust funds | 6,158,718 | - | - | 6,158,718 | ||||||||||||
| Self-directed brokerage accounts | 59,031 | - | - | 59,031 | ||||||||||||
| Total assets at fair value | $ | 10,147,797 | $ | - | $ | - | 10,147,797 | |||||||||
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, 2023 and 2022.
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.
11
AbbVie Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2023 and 2022
NOTE C – INVESTMENTS
A summary of AbbVie common share data as of December 31, is presented below:
| 2023 | 2022 | |||||||
| AbbVie common shares, 12,728,885 and 12,673,358 shares, respectively, (dollars in thousands) | $ | 1,972,595 | $ | 2,048,141 | ||||
| Market value per share | $ | 154.97 | $ | 161.61 | ||||
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 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 2023, the Plan received $75.2 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 the Investment 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.
12
AbbVie Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2023 and 2022
NOTE F - TAX STATUS
The Plan has received a determination letter from the IRS dated August 20, 2018, stating that the Plan is qualified under Section 401(a) of the IRC, and, therefore, the related trust is exempt from taxation. Subsequent to this determination by the IRS, the Plan was amended and restated. Once qualified, the Plan is required to operate in conformity with the IRC to maintain its qualified status. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the IRC and, therefore, believes the Plan, as amended and restated, is qualified and the related trust is tax-exempt.
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 Plan 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 there are no uncertain positions taken or expected to be taken. 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 additional subsequent events that require recognition or additional disclosure in these financial statements.
13
EIN: 320375147, Plan Number: 001
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2023
(Dollars in thousands)
| Identity of party involved/ | Current | |||||||
| description of asset/ rate/ maturity | Cost (a) | value | ||||||
| *AbbVie Inc., common shares | $ | 1,972,595 | ||||||
| Abbott Laboratories, common shares | 422,197 | |||||||
| Interest bearing cash | 73 | |||||||
| Money market fund | ||||||||
| Vanguard Federal Money Market | 2,328 | |||||||
| Collective trust funds | ||||||||
| Capital Group EuroPacific Growth Trust, Class U2 | 283,447 | |||||||
| Capital Group Growth Fund of America, Class U4 | 839,185 | |||||||
| Capital Group Washington Mutual Investors Trust, Class U3 | 376,296 | |||||||
| Diamond Hill Small/Mid-Cap Portfolio | 211,881 | |||||||
| Galliard Stable Return Fund W | 356,831 | |||||||
| Galliard Managed Income Fund Core | 100,703 | |||||||
| State Street Target Retirement 2020 Securities Lending Series Fund Class IV | 167,084 | |||||||
| State Street Target Retirement 2025 Securities Lending Series Fund Class IV | 383,587 | |||||||
| State Street Target Retirement 2030 Securities Lending Series Fund Class IV | 541,370 | |||||||
| State Street Target Retirement 2035 Securities Lending Series Fund Class IV | 592,760 | |||||||
| State Street Target Retirement 2040 Securities Lending Series Fund Class IV | 579,899 | |||||||
| State Street Target Retirement 2045 Securities Lending Series Fund Class IV | 455,371 | |||||||
| State Street Target Retirement 2050 Securities Lending Series Fund Class IV | 302,970 | |||||||
| State Street Target Retirement 2055 Securities Lending Series Fund Class IV | 182,193 | |||||||
| State Street Target Retirement 2060 Securities Lending Series Fund Class IV | 87,445 | |||||||
| State Street Target Retirement 2065 Securities Lending Series Fund Class IV | 21,486 | |||||||
| State Street Target Retirement Income Securities Lending Series Fund Class IV | 79,200 | |||||||
| State Street Global Allcap Equity Ex-US Index Securities Lending Series Fund Class II | 566,379 | |||||||
| State Street Russell Small/Mid Index Securities Lending Series Fund Class II | 652,487 | |||||||
| State Street S&P 500 Index Securities Lending Series Fund Class II | 1,750,850 | |||||||
| State Street US Bond Index Securities Lending Series Fund Class XIV | 169,455 | |||||||
| TCW Metwest Total Return Bond Fund Class A | 355,767 | |||||||
| Self-directed brokerage accounts | 96,315 | |||||||
| *Loans to participants, 3.25% to 8.50% | 68,703 | |||||||
| $ | 11,618,857 | |||||||
| *Represents a party-in-interest transaction. | ||||
| (a) Cost information omitted as all investments are fully participant directed. |
15
AbbVie Puerto Rico Savings Plan
FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE
December 31, 2023 and 2022 and for the Year Ended December 31, 2023
With Report of Independent Registered Public Accounting Firm
AbbVie Puerto Rico Savings Plan
C O N T E N T S
December 31, 2023 and 2022 and for the Year Ended December 31, 2023
Report of Independent Registered Public Accounting Firm
To the Plan Participants and the Plan Administrator of AbbVie Puerto Rico Savings Plan
Opinion on the Financial Statements
We have audited the accompanying statements of net assets available for benefits of AbbVie Puerto Rico Savings Plan (the Plan) as of December 31, 2023 and 2022, and the related statement of changes in net assets available for benefits for the year ended December 31, 2023, 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, 2023 and 2022, and the changes in its net assets available for benefits for the year ended December 31, 2023, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. 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 audits 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 audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits 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 audits 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 audits provide a reasonable basis for our opinion.
3
Supplemental Schedule Required by ERISA
The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2023 (referred to as the “supplemental schedule”), has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The information in the supplemental schedule is the responsibility of the Plan’s management. Our audit procedures included determining whether the information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental schedule. In forming our opinion on the information, we evaluated whether such information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the information is fairly stated, in all material respects, in relation to the financial statements as a whole.
/s/ Ernst & Young LLP
We have served as the Plan’s auditor since 2018.
Chicago, Illinois
June 27, 2024
4
AbbVie Puerto Rico Savings Plan
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
December 31,
2023 and 2022
(Dollars in thousands)
| 2023 | 2022 | |||||||
| Assets | ||||||||
| Cash | $ | 5 | $ | 918 | ||||
| Investments, at fair value | 492,629 | 468,717 | ||||||
| Employer contributions receivable | 915 | 512 | ||||||
| Notes receivable from participants | 5,347 | 4,597 | ||||||
| Total assets | 498,896 | 474,744 | ||||||
| Liabilities | ||||||||
| Excess contributions payable | - | 2 | ||||||
| Total liabilities | - | 2 | ||||||
| NET ASSETS AVAILABLE FOR BENEFITS | $ | 498,896 | $ | 474,742 | ||||
The accompanying notes are an integral part of these statements.
5
AbbVie Puerto Rico Savings Plan
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
Year ended
December 31, 2023
(Dollars in thousands)
| Additions | ||||
| Contributions | ||||
| Employer | $ | 5,660 | ||
| Participant | 11,219 | |||
| Rollovers | 401 | |||
| Total contributions | 17,280 | |||
| Investment income | ||||
| Net appreciation in fair value of investments | 23,558 | |||
| Interest and dividends | 10,667 | |||
| Net investment income | 34,225 | |||
| Interest income on notes receivable from participants | 266 | |||
| Total additions | 51,771 | |||
| Deductions | ||||
| Benefits paid to participants | 27,273 | |||
| Other expenses | 344 | |||
| Total deductions | 27,617 | |||
| NET INCREASE | 24,154 | |||
| Net assets available for benefits | ||||
| Beginning of year | 474,742 | |||
| End of year | $ | 498,896 | ||
The accompanying notes are an integral part of this statement.
6
AbbVie Puerto Rico Savings Plan
NOTES TO FINANCIAL STATEMENTS
December 31, 2023 and 2022
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. Any eligible employee who begins employment or re-employment on or after January 1, 2022, and any eligible employee who first becomes eligible to participate in the Plan on or after January 1, 2022, shall be covered by the AbbVie Puerto Rico Savings Plan Plus (“ASP+”) provisions set forth in the Plan document. The ASP+ provisions provide for automatic enrollment into the Plan and matching contribution and annual employer contribution formulas that differ from those that apply to participants who joined the Plan before January 1, 2022. 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.
Empower Retirement serves as the recordkeeper of the Plan and Empower Trust Company, LLC (“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 choose to make their contributions from either pretax earnings or after-tax earnings or both, subject to certain limitations. 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 (“Puerto Rico Code”), as amended. All the contributions are subject to certain limitations of the Puerto Rico Code. Participant contributions may be invested in any of the investment options offered by the Plan.
7
AbbVie Puerto Rico Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2023 and 2022
NOTE A - DESCRIPTION OF THE PLAN - Continued
Contributions and Vesting - Continued
Eligible employees who are not covered by ASP+ and who elect to participate in the Plan may contribute from 2% to 50% of their eligible earnings to the Trust. Eligible employees covered by ASP+ and who elect to participate in the Plan may contribute from 1% to 50% of their eligible earnings to the Trust. Following the 30-day period from an employee’s hire or eligibility date, employees covered by ASP+ who have not affirmatively enrolled in the Plan and elected a specified contribution type and percentage or who have not opted out of automatic contributions, will be automatically enrolled in the Plan to contribute 3% of their pretax earnings.
Employer matching contributions to the Plan are made each payroll period based on the participating employees’ eligible earnings. Catch-up contributions are not eligible for matching contributions. The amount of the employer matching contribution for participants not covered by ASP+ is determined by the Board of Directors of AbbVie and for the year ended December 31, 2023, was 5% of the participant’s eligible earnings if the employee elected to contribute at least 2% to the Plan. For participants covered by ASP+, contributions are matched dollar for dollar up to 6% of the participant’s eligible earnings.
In addition, ASP+ participants receive an annual employer contribution if the ASP+ participant is employed by the Company on the last day of the Plan year or separated from employment during the Plan year due to death or retirement. The annual employer contribution is equal to a percentage of eligible compensation based on each eligible ASP+ participant’s age plus years of credited service according to the following schedule:
| Age + Years of Credited Service (whole years) | Contribution Percentage | |||
| Less than 30 | 2 | % | ||
| 30-39 | 3 | % | ||
| 40-49 | 4 | % | ||
| 50-59 | 5 | % | ||
| 60-69 | 6 | % | ||
| 70 or more | 7 | % | ||
Employer contributions are invested each pay period according to the employee’s investment elections.
The Plan offers a variety of investment options, including 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.
8
AbbVie Puerto Rico Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2023 and 2022
NOTE A - DESCRIPTION OF THE PLAN - Continued
Contributions and Vesting - Continued
Participants are at all times fully vested in their own contributions and earnings thereon. Vesting in employer matching contributions and earnings thereon is based on the following vesting schedule:
| Vesting | ||||
| Years of Credited Service | Percentage | |||
| Less than 2 years | 0 | % | ||
| 2 years or more | 100 | % | ||
Vesting in the annual employer contribution for ASP+ participants is based on the following vesting schedule:
| Vested | ||||
| Years of Credited Service | Percentage | |||
| Less than 1 | 0 | % | ||
| 1 | 20 | % | ||
| 2 | 40 | % | ||
| 3 | 60 | % | ||
| 4 | 80 | % | ||
| 5 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 2023, approximately $17,600 of forfeitures were used to reduce AbbVie’s contributions. As of December 31, 2023 and 2022, approximately $29,600 and $13,300, 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 73. Interest, dividends and other earnings will continue to accrue on such deferred amounts. Prior to separation of service, participants are permitted to withdraw their rollover contributions and their after-tax contributions in shares or in cash, subject to certain limitations. In-service withdrawals are available in certain circumstances as defined by the Plan. The Plan also permits hardship withdrawals for participants who meet the criteria outlined in the Plan document.
9
AbbVie Puerto Rico Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2023 and 2022
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 Trustee fees, where applicable. Expenses paid by the Company are excluded from these financial statements.
Participant Accounts
Each participant’s account is credited with the participant’s contributions and employer contributions and allocations of plan earnings and is charged with any transaction fees or commissions incurred by the participant. Plan earnings are allocated based on the participant’s share of net earnings or losses of their respective elected investment options. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Notes Receivable from Participants
Participants may convert their pretax accounts to one or two loans to themselves. The borrowing may not exceed the lesser of the current market value of the assets allocated to their pretax accounts or 50% of all of their Plan accounts up to $50,000, subject to the Puerto Rico 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.
10
AbbVie Puerto Rico Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2023 and 2022
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:
Interest bearing cash - Valued at its holding amount.
Common stock, mutual funds and collective trust funds - Valued at the published net asset value (“NAV”) or market price per share.
The fair value hierarchy under the accounting standard for fair value measurements consists of the following three levels:
| · | Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets that the company has the ability to access; |
| · | Level 2 – Valuations based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuations in which all significant inputs are observable in the market; and |
| · | Level 3 – Valuations using significant inputs that are unobservable in the market and include the use of judgment by the company’s management about the assumptions market participants would use in pricing the asset or liability. |
11
AbbVie Puerto Rico Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2023 and 2022
NOTE B - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued
Investment Valuation - Continued
The following tables set forth the fair value hierarchy levels of the Plan’s assets at fair value at December 31, (dollars in thousands):
| Basis of Fair Value Measurement | ||||||||||||||||
| 2023 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Interest bearing cash | $ | 20 | $ | - | $ | - | $ | 20 | ||||||||
| Common stock | 248,885 | - | - | 248,885 | ||||||||||||
| Mutual funds | 33,152 | - | - | 33,152 | ||||||||||||
| Collective trust funds | 210,572 | - | - | 210,572 | ||||||||||||
| Total assets at fair value | $ | 492,629 | $ | - | $ | - | $ | 492,629 | ||||||||
| Basis of Fair Value Measurement | ||||||||||||||||
| 2022 | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
| Common stock | $ | 258,093 | $ | - | $ | - | $ | 258,093 | ||||||||
| Mutual funds | 27,950 | - | - | 27,950 | ||||||||||||
| Collective trust funds | 182,674 | - | - | 182,674 | ||||||||||||
| Total assets at fair value | $ | 468,717 | $ | - | $ | - | $ | 468,717 | ||||||||
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, 2023 and 2022.
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.
12
AbbVie Puerto Rico Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2023 and 2022
NOTE C - INVESTMENTS
A summary of AbbVie common share data as of December 31, is presented below:
| 2023 | 2022 | |||||||
| AbbVie common shares, 1,289,881 and 1,275,259, respectively (dollars in thousands) | $ | 199,893 | $ | 206,094 | ||||
| Market value per share | $ | 154.97 | $ | 161.61 | ||||
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 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 2023, the Plan received $7.6 million in common stock dividends from AbbVie.
Participants pay fees to the recordkeeper for loan and withdrawal transaction processing and also pay commissions on purchases and sales of AbbVie shares and sales of Abbott stock. These transactions qualify as permitted party-in-interest transactions.
NOTE E - PLAN TERMINATION
The Plan may be terminated at any time by AbbVie upon written notice to the Trustee and Committee and will be terminated if AbbVie completely discontinues its contributions under the Plan. All participants’ account balances are fully vested upon Plan termination. Upon termination of the Plan, distributions of each participant’s share in the Trust, as determined by the terms of the Plan, will be made to each participant. At the present time, AbbVie has no intention of terminating the Plan.
13
AbbVie Puerto Rico Savings Plan
NOTES TO FINANCIAL STATEMENTS - CONTINUED
December 31, 2023 and 2022
NOTE F - TAX STATUS
The Plan has received a determination letter from the Commonwealth of Puerto Rico’s Department of Treasury (“Treasury”) dated February 6, 2024, stating that the Plan is qualified under Section 1081.01 of the Puerto Rico Code, and, therefore, the related trust is exempt from taxation. Once qualified, the Plan is required to operate in conformity with the Puerto Rico Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Puerto Rico Code and, therefore, believes that the Plan is qualified and the related trust is tax-exempt.
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 there are no uncertain positions taken or expected to be taken. 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
The Company has evaluated subsequent events and there were no subsequent events that require recognition or additional disclosure in these financial statements.
14
AbbVie Puerto Rico Savings Plan
EIN: 980429860, Plan Number: 002
SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
December 31, 2023
(Dollars in thousands)
| Identity of party involved/ | Current | |||||||
| description of asset | Cost (a) | value | ||||||
| *AbbVie Inc., common stock | $ | 199,893 | ||||||
| Abbott Laboratories, common stock | 48,992 | |||||||
| Interest bearing cash | 20 | |||||||
| Money market fund | ||||||||
| Vanguard Federal Money Market Fund | 33 | |||||||
| Mutual funds | ||||||||
| American Funds EuroPacific Growth Fund, Class R6 | 6,255 | |||||||
| American Funds Growth Fund of America, Class R6 | 21,134 | |||||||
| American Funds Washington Mutual Investors Fund, Class R6 | 5,730 | |||||||
| Collective trust fund | ||||||||
| Diamond Hill Small/Mid-Cap Portfolio R3 | 2,409 | |||||||
| State Street Target Retirement 2020 Securities Lending Series Fund Clas IV | 8,654 | |||||||
| State Street Target Retirement 2025 Securities Lending Series Fund Clas IV | 12,383 | |||||||
| State Street Target Retirement 2030 Securities Lending Series Fund Clas IV | 14,608 | |||||||
| State Street Target Retirement 2035 Securities Lending Series Fund Clas IV | 9,643 | |||||||
| State Street Target Retirement 2040 Securities Lending Series Fund Clas IV | 7,220 | |||||||
| State Street Target Retirement 2045 Securities Lending Series Fund Clas IV | 4,679 | |||||||
| State Street Target Retirement 2050 Securities Lending Series Fund Clas IV | 2,109 | |||||||
| State Street Target Retirement 2055 Securities Lending Series Fund Clas IV | 2,089 | |||||||
| State Street Target Retirement 2060 Securities Lending Series Fund Clas IV | 1,404 | |||||||
| State Street Target Retirement 2065 Securities Lending Series Fund Clas IV | 739 | |||||||
| State Street Target Retirement Income Securities Lending Series Fund Clas IV | 2,809 | |||||||
| State Street Global Allcap Equity Ex-US Index Securities Lending Series Fund Class II | 23,484 | |||||||
| State Street Russell Small/Mid Index Securities Lending Series Fund Class II | 14,637 | |||||||
| State Street S&P 500 Index Securities Lending Series Fund Class II | 42,434 | |||||||
| State Street US Bond Index Securities Lending Series Fund Class XIV | 7,022 | |||||||
| TCW Metwest Total Return Bond Fund Class A | 15,496 | |||||||
| Galliard Stable Return Fund Class X | 38,753 | |||||||
| *Loans to participants, 3.25% to 8.50% | 5,347 | |||||||
| $ | 497,976 | |||||||
*Represents a party-in-interest transaction.
(a) Cost information omitted as all investments are fully participant directed.
16
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 |
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 27, 2024 | By: | /s/ Demetris Crum |
| Demetris Crum | ||
| Plan Administrator |
Exhibit 23.1
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-185564) pertaining to the AbbVie Savings Program of AbbVie Inc. of our report dated June 27, 2024, 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, 2023.
/s/ Ernst & Young LLP
Chicago, Illinois
June 27, 2024
Exhibit 23.2
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 27, 2024, 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, 2023.
/s/ Ernst & Young LLP
Chicago, Illinois
June 27, 2024