What changed in this filing

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Item 9A. Controls and Procedures

2024-02-20 compared with 2023-02-17 · 46 added, 22 removed, 310 unchanged (18% of the section changed)

37 unchanged sentences

and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on the COSO criteria.

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, 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.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of earnings, comprehensive income, equity and cash flows for each of the three years in the period ended December 31, 2023, and the related notes and our report dated February 20, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

7 unchanged sentences

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations on Internal Control Over Financial Reporting

Definition and Limitations of Internal Control Over Financial Reporting

A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

9 unchanged sentences

OTHER INFORMATION

During the three months ended December 31, 2023, no director or officer of the company adopted, modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as provided below.

Name & Title Action Taken Date Adopted Type of Trading Arrangement (1)

Aggregate Number of Shares to be Sold Pursuant to Trading Arrangement (2)

Duration of Trading Arrangement (3)

Executive Vice President,

General Counsel and

Secretary Adoption 11/01/2023 Rule 10b5-1 Trading Arrangement Up to 31,549 Shares to be Sold 08/30/2024

Executive Vice President,

Chief Human Resources

Officer Adoption 11/13/2023 Rule 10b5-1 Trading Arrangement Up to 122,957 Shares to be Sold 12/31/2024

Except as indicated by footnote, each trading arrangement marked as a "Rule 10b5-1 Trading Arrangement" is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended.

The number of shares to be sold under each trading arrangement represents the maximum actual number of shares issuable under the applicable performance stock awards.

The actual number of shares to be sold under each trading arrangement will depend on the achievement of applicable performance conditions under the performance stock awards and the number of shares withheld to satisfy tax obligations upon the vesting of the awards.

Except as indicated by footnote, each trading arrangement permitted or permits transactions through and including the earlier to occur of (a) the completion of all sales or (b) the date listed in the table.

Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” only permitted or only permits transactions upon expiration of the applicable mandatory cooling-off period under the Rule.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

7 unchanged sentences

AbbVie's code of business conduct requires all its business activities to be conducted in compliance with all applicable laws, regulations and ethical principles and values.

All directors, officers and employees of AbbVie are required to read, understand and abide by the requirements of the code of business conduct applicable to them.

All directors, officers and employees of AbbVie are expected to understand and abide by the requirements of the code of business conduct applicable to them.

AbbVie's code of business conduct is available in the corporate governance section of AbbVie's investor relations website at www.abbvieinvestor.com.

123 unchanged sentences

*Form of AbbVie Inc.

Non-Qualified Stock Option Agreement (incorporated by reference to Exhibit 10.7 of the company's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013).**

*Form of AbbVie Inc.

Non-Employee Director 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, 2016).**

16 unchanged sentences

*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, 2020).**

*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, 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, 2020).**

22 unchanged sentences

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 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).**

*Amendment to the AbbVie Performance Incentive Plan, as amended and restated (incorporated by reference to Exhibit 10.1 of the company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023).**

* 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).**

6 unchanged sentences

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).**

2023 Form 10-K |

Exhibit Description

*Form of AbbVie Inc.

2 unchanged sentences

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 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, 2023).**

*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, 2023).**

*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, 2023).**

*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, 2023).**

*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, 2023).**

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

8 unchanged sentences

Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

Amended and Restated Clawback Policy.**

101 The following financial statements and notes from the AbbVie Inc.

34 unchanged sentences

(Principal Financial Officer)

Vice President, Controller

Senior Vice President, Controller

(Principal Accounting Officer)

4 unchanged sentences

/s/ WILLIAM H.L.

BURNSIDE /s/ THOMAS C.

BURNSIDE /s/ JENNIFER L.

Director of AbbVie Inc.

/s/ THOMAS C.

FREYMAN /s/ BRETT J.

Director of AbbVie Inc.

/s/ MELODY B.

MEYER /s/ EDWARD J.

MEYER /s/ SUSAN E.

QUAGGIN, M.D.

Director of AbbVie Inc.

Quaggin, M.D.

Director of AbbVie Inc.

/s/ REBECCA B.

ROBERTS /s/ GLENN F.

/s/ EDWARD J.

RAPP /s/ REBECCA B.

Director of AbbVie Inc.

/s/ FREDERICK H.

TILTON /s/ FREDERICK H.

Director of AbbVie Inc.

| 2023 Form 10-K

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