Business Context and Reporting Period
This Form 8-K, filed on December 14, 2012, by AbbVie Inc. (the "Company"), reports a change in its independent registered public accountant. The filing occurs in the context of the Company's upcoming separation from Abbott Laboratories, with the distribution of 100% of AbbVie's common stock to Abbott shareholders scheduled for January 1, 2013.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It is a current report focused solely on corporate governance and audit firm changes.
Material Changes
- Dismissal of Accountant: The Audit Committee approved the dismissal of Deloitte & Touche LLP as the Company's independent registered public accountant, effective upon the completion of the 2012 fiscal year audit and the filing of the 2012 Form 10-K.
- Appointment of New Accountant: The Audit Committee approved the appointment of Ernst & Young LLP as the new independent registered public accounting firm, effective for the fiscal year ending December 31, 2013.
- Audit History: Deloitte audited the combined financial statements of Abbott's research-based pharmaceuticals business for the years ended December 31, 2011, and 2010. Their reports contained no adverse opinions, disclaimers, or qualifications, though they included an explanatory paragraph regarding the preparation of financial statements from Abbott's separate records.
Guidance, Outlook, and Risks
The filing confirms there were no disagreements between the Company and Deloitte regarding accounting principles, financial statement disclosure, or auditing scope/procedures through the date of dismissal. Additionally, no "reportable events" occurred during this period. The Company has not consulted Ernst & Young regarding any accounting principles or reportable events prior to their appointment. No financial guidance or outlook is provided in this document.
Investor Verification Checklist
- Verify the effective date of the transition from Deloitte to Ernst & Young LLP (fiscal year 2013).
- Review the attached Exhibit 16.1 (Letter from Deloitte) to confirm their agreement with the disclosures regarding the dismissal.
- Monitor the upcoming 2012 Form 10-K filing to see the final audited financial statements prepared under Deloitte's tenure.
- Confirm the status of the January 1, 2013, spin-off distribution from Abbott Laboratories.