What changed in this filing

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Item 9A. Controls and Procedures

2023-02-17 compared with 2022-02-18 · 40 added, 33 removed, 292 unchanged (20% of the section changed)

4 unchanged sentences

The Chief Executive Officer, Richard A.

Gonzalez, and the Chief Financial Officer, Robert A.

Michael, evaluated the effectiveness of AbbVie's disclosure controls and procedures as of the end of the period covered by this report, and concluded that AbbVie's disclosure controls and procedures were effective to ensure that information AbbVie is required to disclose in the reports that it files or submits with the Securities and Exchange Commission under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and to ensure that information required to be disclosed by AbbVie in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to AbbVie's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Gonzalez, and the Chief Financial Officer, Scott T.

Reents, evaluated the effectiveness of AbbVie's disclosure controls and procedures as of the end of the period covered by this report, and concluded that AbbVie's disclosure controls and procedures were effective to ensure that information AbbVie is required to disclose in the reports that it files or submits with the Securities and Exchange Commission under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and to ensure that information required to be disclosed by AbbVie in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to AbbVie's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting.

30 unchanged sentences

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of AbbVie Inc.

and subsidiaries as of December 31, 2021 and 2020, and the related consolidated statements of earnings, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2021, and the related notes and our report dated February 18, 2022 expressed an unqualified opinion thereon.

and subsidiaries as of December 31, 2022 and 2021, the related consolidated statements of earnings, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2022, and the related notes and our report dated February 17, 2023 expressed an unqualified opinion thereon.

Basis for Opinion

19 unchanged sentences

OTHER INFORMATION

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not Applicable.

| 2022 Form 10-K

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Incorporated herein by reference are "Information Concerning Director Nominees," "The Board of Directors and its Committees—Committees of the Board of Directors," and "Procedure for Recommendation and Nomination of Directors and Transaction of Business at Annual Meeting" to be included in the 2022 AbbVie Inc.

Incorporated herein by reference are "Information Concerning Director Nominees," "The Board of Directors and its Committees—Committees of the Board of Directors," "Communicating with the Board of Directors," and "Deadlines for Notice of Stockholder Actions to be Considered at the 2024 Annual Meeting of Stockholders" to be included in the 2023 AbbVie Inc.

Proxy Statement.

7 unchanged sentences

In addition, AbbVie will disclose any waiver from the code of business conduct for the other executive officers and for directors on the website.

AbbVie has a chief ethics and compliance officer who reports to the Vice Chairman, External Affairs and Chief Legal Officer and to the public policy committee.

AbbVie has a chief ethics and compliance officer who reports to the Executive Vice President, General Counsel and Secretary and to the public policy committee.

The chief ethics and compliance officer is responsible for overseeing, administering and monitoring AbbVie's compliance program.

41 unchanged sentences

(1) Financial Statements:

See Item 8, "Financial Statements and Supplementary Data," on page 48 hereof, for a list of financial statements.

See Item 8, "Financial Statements and Supplementary Data" for a list of financial statements.

(2) Financial Statement Schedules:

11 unchanged sentences

(incorporated by reference to Exhibit 3.1 of the company's Current Report on Form 8-K filed on January 2, 2013).

*Amended and Restated By-Laws of AbbVie Inc.

* Second Amended and Restated By-Laws of AbbVie Inc.

(incorporated by reference to Exhibit 3.1 of the company's Current Report on Form 8-K filed on October 14 , 20 22 ).

57 unchanged sentences

Definitive Proxy Statement on Schedule 14A dated March 22, 2021).**

AbbVie Performance Incentive Plan, as amended and restated .**

*AbbVie Deferred Compensation Plan, as amended and restated (incorporated by reference to Exhibit 10.5 of the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016).**

AbbVie Supplemental Pension Plan, as amended and restated .**

AbbVie Supplemental Savings Plan, as amended and restated .

*AbbVie Deferred Compensation Plan Plus (incorporated by reference to Exhibit 10.2 of the company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022).**

*Form of AbbVie Inc.

8 unchanged sentences

Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.2 of the company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2017).**

| 2021 Form 10-K

Exhibit Description

*Form of AbbVie Inc.

Non-Employee Director RSU Agreement (US) (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2018).**

| 2022 Form 10-K

Exhibit Description

*Form of AbbVie Inc.

1 unchanged sentence

*Form of AbbVie Inc.

Performance Share Award Agreement (incorporated by reference to Exhibit 10.2 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019).**

*Form of AbbVie Inc.

Performance-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019).**

*AbbVie Non-Employee Directors' Fee Plan, as amended and restated (incorporated by reference to Exhibit 10.6 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020).**

*Form of AbbVie Inc.

Non-Employee Director RSU Agreement (US) (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2019).**

9 unchanged sentences

Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.4 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020).**

*Pharmacyclics, Inc.

2014 Equity Incentive Award Plan (incorporated by reference to Exhibit 4.1 of the company's Registration Statement on Form S-8 filed on May 27, 2015).**

*Amended and Restated Revolving Credit Agreement, dated as of August 27, 2019, among AbbVie Inc., the lenders and other parties party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the company’s Current Report on Form 8-K filed on August 30, 2019).

10 unchanged sentences

*Form of AbbVie Inc.

Performance-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.

1 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 202 1 ).

Performance-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021).

*Form of AbbVie Inc.

1 unchanged sentence

*Form of AbbVie Inc.

Non-Employee Director RSU Agreement (US) (incorporated by reference to Exhibit 10.

3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021) .**

Non-Employee Director RSU Agreement (US) (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021).**

*Form of AbbVie Inc.

Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.

4 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021) .**

Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.4 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021).**

*Form of AbbVie Inc.

Retention RSU Agreement - Ratable Vesting (incorporated by reference to Exhibit 10.5 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2021).**

* AbbVie Performance Incentive Plan, as amended and restated ( incorporated by reference to Exhibit 10.

3 of the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021 ) .**

* AbbVie Supplemental Pension Plan, as amended and restated (incorporated by reference to Exhibit 10.5 of the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021).**

* AbbVie Supplemental Savings Plan, as amended and restated (incorporated by reference to Exhibit 10.6 of the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021).

*Form of AbbVie Inc.

Performance-Vested Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.1 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022).**

*Form of AbbVie Inc.

Performance Share Award Agreement (incorporated by reference to Exhibit 10.2 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022).**

*Form of AbbVie Inc.

Non-Employee Director RSU Agreement (US) (incorporated by reference to Exhibit 10.3 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022).**

2022 Form 10-K |

Exhibit Description

*Form of AbbVie Inc.

Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.4 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022).**

*Form of AbbVie Inc.

Retention RSU Agreement – Ratable Vesting (incorporated by reference to Exhibit 10.5 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022).**

*Form of AbbVie Inc.

Retention RSU Agreement – Cliff Vesting with Dividend Equivalent Accrual (incorporated by reference to Exhibit 10.6 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2022).**

*Form of AbbVie Non-Employee Directors’ Fee Plan, as amended and restated (incorporated by reference to Exhibit 10.6 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2022).**

*AbbVie Deferred Compensation Plan Plus (incorporated by reference to Exhibit 10.2 to the company's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2022).**

*Form of Agreement Regarding Change in Control by and between AbbVie Inc.

and its named executive officers (incorporated by reference to Exhibit 10.1 to the company's Current Report on Form 8-K filed on October 14, 2022).**

Subsidiaries of AbbVie Inc.

1 unchanged sentence

Certification of Chief Executive Officer Required by Rule 13a-14(a) (17 CFR 240.13a-14(a)).

2021 Form 10-K |

Exhibit Description

Certification of Chief Financial Officer Required by Rule 13a-14(a) (17 CFR 240.13a-14(a)).

33 unchanged sentences

/s/ RICHARD A.

GONZALEZ /s/ ROBERT A.

GONZALEZ /s/ SCOTT T.

Chairman of the Board and

Chief Executive Officer

(Principal Executive Officer) Robert A.

Vice Chairman, Finance and Commercial Operations and

Chief Financial Officer

(Principal Executive Officer) Scott T.

Executive Vice President, Chief Financial Officer

(Principal Financial Officer)

9 unchanged sentences

Director of AbbVie Inc.

HART /s/ EDWARD M.

Director of AbbVie Inc.

/s/ MELODY B.

10 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures