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AbbVie Inc. – ‘10-K’ for 12/31/23 – ‘EX-97’

On:  Tuesday, 2/20/24, at 12:45pm ET   ·   For:  12/31/23   ·   Accession #:  1551152-24-11   ·   File #:  1-35565

Previous ‘10-K’:  ‘10-K’ on 2/17/23 for 12/31/22   ·   Latest ‘10-K’:  This Filing   ·   30 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/20/24  AbbVie Inc.                       10-K       12/31/23  118:19M

Annual Report   —   Form 10-K   —   SEA’34

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   3.61M 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML    138K 
 3: EX-21       Subsidiaries List                                   HTML    311K 
 4: EX-23       Consent of Expert or Counsel                        HTML     33K 
 9: EX-97       Clawback Policy re: Recovery of Erroneously         HTML     38K 
                Awarded Compensation                                             
 5: EX-31.1     Certification -- §302 - SOA'02                      HTML     36K 
 6: EX-31.2     Certification -- §302 - SOA'02                      HTML     36K 
 7: EX-32.1     Certification -- §906 - SOA'02                      HTML     33K 
 8: EX-32.2     Certification -- §906 - SOA'02                      HTML     33K 
15: R1          Document and Entity Information                     HTML    124K 
16: R2          Audit Information                                   HTML     37K 
17: R3          Consolidated Statements of Earnings                 HTML    121K 
18: R4          Consolidated Statements of Comprehensive Income     HTML     72K 
19: R5          Consolidated Statements of Comprehensive Income     HTML     42K 
                (Parenthetical)                                                  
20: R6          Consolidated Balance Sheets                         HTML    145K 
21: R7          Consolidated Balance Sheets (Parenthetical)         HTML     40K 
22: R8          Consolidated Statements of Equity                   HTML     95K 
23: R9          Consolidated Statements of Cash Flows               HTML    144K 
24: R10         Background and Basis of Presentation                HTML     36K 
25: R11         Summary of Significant Accounting Policies          HTML     81K 
26: R12         Supplemental Financial Information                  HTML     60K 
27: R13         Earnings Per Share                                  HTML     61K 
28: R14         Licensing, Acquisitions, and Other Arrangements     HTML     49K 
29: R15         Collaborations                                      HTML     54K 
30: R16         Goodwill and Intangible Assets                      HTML     74K 
31: R17         Integration and Restructuring Plans                 HTML     66K 
32: R18         Leases                                              HTML    151K 
33: R19         Debt, Credit Facilities and Commitments and         HTML    128K 
                Contingencies                                                    
34: R20         Financial Instruments and Fair Value Measures       HTML    206K 
35: R21         Post-Employment Benefits                            HTML    234K 
36: R22         Equity                                              HTML    158K 
37: R23         Income Taxes                                        HTML    112K 
38: R24         Legal Proceedings and Contingencies                 HTML     48K 
39: R25         Segment and Geographic Area Information             HTML    214K 
40: R26         Fourth Quarter Financial Results (Unaudited)        HTML     43K 
41: R27         Summary of Significant Accounting Policies          HTML    121K 
                (Policies)                                                       
42: R28         Summary of Significant Accounting Policies          HTML     53K 
                (Tables)                                                         
43: R29         Supplemental Financial Information (Tables)         HTML     64K 
44: R30         Earnings Per Share (Tables)                         HTML     59K 
45: R31         Collaborations (Tables)                             HTML     52K 
46: R32         Goodwill and Intangible Assets (Tables)             HTML     98K 
47: R33         Integration and Restructuring Plans (Tables)        HTML     72K 
48: R34         Leases (Tables)                                     HTML    118K 
49: R35         Debt, Credit Facilities and Commitments and         HTML    126K 
                Contingencies (Tables)                                           
50: R36         Financial Instruments and Fair Value Measures       HTML    207K 
                (Tables)                                                         
51: R37         Post-Employment Benefits (Tables)                   HTML    245K 
52: R38         Equity (Tables)                                     HTML    158K 
53: R39         Income Taxes (Tables)                               HTML    113K 
54: R40         Segment and Geographic Area Information (Tables)    HTML    214K 
55: R41         Fourth Quarter Financial Results (Unaudited)        HTML     43K 
                (Tables)                                                         
56: R42         Background and Basis of Presentation (Details)      HTML     33K 
57: R43         Summary of Significant Accounting Policies -        HTML     36K 
                Additional information (Details)                                 
58: R44         Summary of Significant Accounting Policies -        HTML     41K 
                Schedule of Inventories (Details)                                
59: R45         Summary of Significant Accounting Policies -        HTML     63K 
                Schedule of Property and Equipment, Net (Details)                
60: R46         Supplemental Financial Information (Details)        HTML     75K 
61: R47         Earnings Per Share (Details)                        HTML     83K 
62: R48         Licensing, Acquisitions, and Other Arrangement-     HTML     56K 
                Acquisitions of DJS (Details)                                    
63: R49         Licensing, Acquisitions, and Other Arrangements -   HTML     46K 
                Acquisition of Soliton, Inc. (Details)                           
64: R50         Licensing, Acquisitions, and Other Arrangements -   HTML    101K 
                Other Licensing & Acquisitions Activity (Details)                
65: R51         Collaborations (Details)                            HTML     65K 
66: R52         Goodwill and Intangible Assets - Goodwill           HTML     45K 
                (Details)                                                        
67: R53         Goodwill and Intangible Assets - Summary of         HTML     51K 
                Intangible Assets (Details)                                      
68: R54         Goodwill and Intangible Assets - Definite-Lived     HTML    102K 
                Intangible Assets (Details)                                      
69: R55         Integration and Restructuring Plans (Details)       HTML     67K 
70: R56         Leases - Balance Sheet Disclosure (Details)         HTML     63K 
71: R57         Leases - Cost (Details)                             HTML     52K 
72: R58         Leases - Weighted-Average Remaining Lease Term and  HTML     41K 
                Discount Rate (Details)                                          
73: R59         Leases - Cash Flow Disclosure (Details)             HTML     37K 
74: R60         Leases - Maturities of Lease Liabilities (Details)  HTML     93K 
75: R61         Debt, Credit Facilities and Commitments and         HTML    179K 
                Contingencies - Summary of Long-Term Debt                        
                (Details)                                                        
76: R62         Debt, Credit Facilities and Commitments and         HTML     57K 
                Contingencies - Summary of Maturities of Long-Term               
                Debt (Details)                                                   
77: R63         Debt, Credit Facilities and Commitments and         HTML     96K 
                Contingencies - Long-Term Debt - Additional                      
                Information (Details)                                            
78: R64         Debt, Credit Facilities and Commitments and         HTML     54K 
                Contingencies - Short-Term Borrowings (Details)                  
79: R65         Financial Instruments and Fair Value Measures -     HTML    123K 
                Financial Instruments (Details)                                  
80: R66         Financial Instruments and Fair Value Measures -     HTML     82K 
                Amount of Gain/(Loss) Recognized For Derivative                  
                Instruments (Details)                                            
81: R67         Financial Instruments and Fair Value Measures -     HTML     93K 
                Fair Value Measures (Details)                                    
82: R68         Financial Instruments and Fair Value Measures -     HTML     62K 
                Significant Level 3 Unobservable Inputs (Details)                
83: R69         Financial Instruments and Fair Value Measures -     HTML     60K 
                Transfers of Assets or Liabilities Into or Out of                
                Level 3 of the Fair Value Hierarchy (Details)                    
84: R70         Financial Instruments and Fair Value Measures -     HTML     58K 
                Bases Used to Measure The Approximate Fair Value                 
                of Financial Instruments (Details)                               
85: R71         Financial Instruments and Fair Value Measures -     HTML     47K 
                Concentrations of Risk (Details)                                 
86: R72         Post-Employment Benefits - Additional Information   HTML     76K 
                (Details)                                                        
87: R73         Post-Employment Benefits - Benefit Plan             HTML    108K 
                Information (Details)                                            
88: R74         Post-Employment Benefits - Information For Pension  HTML     42K 
                Plans With A Projected Benefit Obligation And An                 
                Accumulated Benefit Obligation In Excess Of Plan                 
                Assets (Details)                                                 
89: R75         Post-Employment Benefits - Pretax Gains and Losses  HTML     55K 
                Included in Other Comprehensive Income (Loss)                    
                (Details)                                                        
90: R76         Post-Employment Benefits - Net Periodic Benefit     HTML     56K 
                Cost (Details)                                                   
91: R77         Post-Employment Benefits - Weighted-Average         HTML     43K 
                Assumptions Used in Determining Benefit Obligation               
                at Measurement Date (Details)                                    
92: R78         Post-Employment Benefits - Weighted-Average         HTML     48K 
                Assumptions Used in Determining Net Periodic                     
                Benefit Cost (Details)                                           
93: R79         Post-Employment Benefits - Defined Benefit Pension  HTML    123K 
                Plan Assets (Details)                                            
94: R80         Post-Employment Benefits - Expected Defined         HTML     50K 
                Benefit and Other Post-Employment Plan Payments                  
                (Details)                                                        
95: R81         Equity - Stock-Based Compensation (Details)         HTML     61K 
96: R82         Equity - Stock Options (Details)                    HTML    103K 
97: R83         Equity - RSUs and Performance Shares (Details)      HTML     97K 
98: R84         Equity - Cash Dividends (Details)                   HTML     35K 
99: R85         Equity - Share Repurchase Program (Details)         HTML     44K 
100: R86         Equity - Accumulated Other Comprehensive Loss       HTML     81K  
                (Details)                                                        
101: R87         Equity - Amounts Reclassified Out Of Accumulated    HTML    103K  
                Other Comprehensive Loss (Details)                               
102: R88         Equity - Other (Details)                            HTML     38K  
103: R89         Income Taxes - Earnings Before Income Tax Expense   HTML     42K  
                (Details)                                                        
104: R90         Income Taxes - Income Tax Expense (Details)         HTML     54K  
105: R91         Income Taxes - Effective Tax Rate Reconciliation    HTML     53K  
                (Details)                                                        
106: R92         Income Taxes - Deferred Tax Assets and Liabilities  HTML     79K  
                (Details)                                                        
107: R93         Income Taxes - Unrecognized Tax Benefits (Details)  HTML     55K  
108: R94         Legal Proceedings and Contingencies (Details)       HTML     69K  
109: R95         Segment and Geographic Area Information -           HTML     36K  
                Additional Information (Details)                                 
110: R96         Segment and Geographic Area Information -           HTML    172K  
                Disaggregation of Revenue (Details)                              
111: R97         Segment and Geographic Area Information - Net       HTML     63K  
                Revenues to External Customers by Geographic Area                
                (Details)                                                        
112: R98         Segment and Geographic Area Information -           HTML     40K  
                Long-lived Assets by Geographic Region (Details)                 
113: R99         Fourth Quarter Financial Results (Unaudited)        HTML     79K  
                (Details)                                                        
115: XML         IDEA XML File -- Filing Summary                      XML    215K  
118: XML         XBRL Instance -- abbv-20231231_htm                   XML   5.38M  
114: EXCEL       IDEA Workbook of Financial Report Info              XLSX    268K  
11: EX-101.CAL  XBRL Calculations -- abbv-20231231_cal               XML    363K 
12: EX-101.DEF  XBRL Definitions -- abbv-20231231_def                XML   1.22M 
13: EX-101.LAB  XBRL Labels -- abbv-20231231_lab                     XML   3.11M 
14: EX-101.PRE  XBRL Presentations -- abbv-20231231_pre              XML   1.85M 
10: EX-101.SCH  XBRL Schema -- abbv-20231231                         XSD    305K 
116: JSON        XBRL Instance as JSON Data -- MetaLinks              782±  1.21M  
117: ZIP         XBRL Zipped Folder -- 0001551152-24-000011-xbrl      Zip    881K

‘EX-97’   —   Clawback Policy re: Recovery of Erroneously Awarded Compensation

This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]

 C: 
  abbv-20231231xex97  
1 ABBVIE INC. AMENDED AND RESTATED CLAWBACK POLICY (as amended and restated on September 8, 2023) AbbVie Inc. (the “Company”) has established this Amended and Restated Clawback Policy (this “Policy”) to encourage sound financial reporting and increase individual accountability. This Policy was most recently amended and restated on September 8, 2023 (the “Effective Date”). 1. Administration The Policy will be administered by the Board of Directors of the Company (the “Board”) or, if so designated by the Board, the Compensation Committee of the Board (the “Compensation Committee”), in which case references to the Board will be deemed to be references to the Compensation Committee. 2. Recoupment in the Event of a Restatement In the event the Company is required to prepare a Restatement, any Covered Officer who received Excess Compensation during the three completed fiscal years preceding the date the Company is required to prepare a Restatement (the “Look-Back Period”) shall be required to repay or forfeit such Excess Compensation reasonably promptly. For purposes of this Policy, the date the Company is required to prepare a Restatement is deemed to be the earlier of the date (i) the Board concludes, or reasonably should have concluded, that the Company is required to prepare a Restatement, or (ii) a court, regulator, or other legally authorized body directs the Company to prepare a Restatement. The portions of this Policy relating to a Restatement are applicable to all Incentive Compensation received by Covered Officers after the Effective Date. Recovery of Excess Compensation under this Policy in connection with a Restatement is on a “no fault” basis, meaning that it will occur regardless of whether the Covered Officer engaged in misconduct or was otherwise directly or indirectly responsible, in whole or in part, for the Restatement. The Compensation Committee may determine that repayment or forfeiture of Excess Compensation (or a portion thereof) is not required only where it determines that recovery would be impracticable and is not required pursuant to the Applicable Rules. 3. Recoupment in the Event of Misconduct If an executive officer engages in misconduct that would constitute a material breach of the AbbVie Code of Business Conduct, then the Compensation Committee may, in its sole discretion, to the extent permitted by applicable law, take all actions necessary to protect the interests of stockholders of the Company, including but not limited to taking action to recover all or any portion of incentive awards made to such executive officer. 4. Miscellaneous To the extent permitted by applicable law, including the Applicable Rules, the Compensation Committee may seek recoupment by all legal means available, including but not limited to, by requiring any affected person to repay any amount to the Company, by set-off, by reducing future compensation of the affected person, or by such other means or combination of means as the Compensation Committee, in its sole discretion, determines to be appropriate. Any repayment or forfeiture or recoupment under this Policy will be in addition to any other remedies that may be available under applicable law or Company policy, plan or agreement, including termination of employment or institution of civil proceedings.

 
2 Any determination regarding this Policy and any application and implementation thereof need not be uniform with respect to each Covered Officer or executive officer, as the case may be, or payment recovered or forfeited under this Policy. Any determination made by the Compensation Committee or the Board under this Policy will be final and binding on all affected individuals. The Company is prohibited from indemnifying any Covered Officer, executive officer or former Covered Officer or executive officer against the loss of erroneously awarded compensation or compensation otherwise subject to recoupment under this Policy. In the event of any conflict or inconsistency between this Policy and any other policies, plans, agreements, or other materials of the Company, this Policy will govern. This Policy will be enforced and appropriate proxy disclosures and exhibit filings will be made in accordance with the Applicable Rules. 5. Definitions For purposes of this Policy, the following terms shall have the following meanings: “Applicable Rules” means applicable U.S. law or any applicable rules or regulations adopted by the Securities and Exchange Commission, the New York Stock Exchange or any other applicable stock exchange. “Covered Officer” means each individual who is, or was during the Look-Back Period, (1) an executive officer of the Company within the meaning of Rule 10D-1(d) under the Securities Exchange Act of 1934, or (2) designated in writing as a Covered Officer by the Company’s Chief Human Resources Officer for purposes of this Policy. “Excess Compensation” means any amount of Incentive Compensation received by a Covered Officer after commencement of service as a Covered Officer that exceeds the amount of Incentive Compensation that otherwise would have been received had it been determined based on the Restatement, computed without regard to any taxes paid. For Incentive Compensation based on stock price or total shareholder return, where the amount to be recovered is not subject to mathematical recalculation directly from information in the Restatement, the amount to be recovered shall be based on a reasonable estimate of the effect of the Restatement on the stock price or total shareholder return, as applicable, and the Company shall retain documentation of the determination of such estimate and provide such documentation to the New York Stock Exchange if so required by the Applicable Rules. Incentive Compensation is deemed received during the fiscal year during which the applicable financial reporting measure, stock price and/or total shareholder return measure, upon which the payment is based, is achieved, even if the grant or payment occurs after the end of such period. “Incentive Compensation” means any compensation that is granted, earned or vested based wholly or in part on stock price, total shareholder return, and/or the attainment of (i) any financial reporting measure(s) that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements and/or (ii) any other measures that are derived in whole or in part from such measures. Compensation that does not constitute “Incentive Compensation” includes equity incentive awards that are not awarded based on a financial reporting measure and that vest exclusively upon completion of a specified employment

 
3 period, without any performance condition, and bonus awards that are discretionary or based on subjective goals or goals unrelated to financial reporting measures. “Restatement” means an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. Changes to financial statements that do not constitute a Restatement include retroactive: (i) application of a change from one generally accepted accounting principle to another generally accepted accounting principle; (ii) revisions to reportable segment information due to a change in internal organization; (iii) reclassification due to a discontinued operation; (iv) application of a change in reporting entity, such as from a reorganization of entities under common control; (v) adjustments to provisional amounts in connection with a prior business combination; and (vi) revisions for stock splits, reverse stock splits, stock dividends, or other changes in capital structure.

 

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:2/20/248-K
For Period end:12/31/234
9/8/23
 List all Filings 

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/26/24  AbbVie Inc.                       424B5                  2:764K                                   Toppan Merrill/FA
 2/23/24  AbbVie Inc.                       S-8         2/23/24    6:355K                                   Toppan Merrill/FA
 2/21/24  AbbVie Inc.                       424B5                  1:653K                                   Toppan Merrill/FA

27 Previous Filings that this Filing References

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/06/23  AbbVie Inc.                       10-Q        9/30/23   75:10M
 5/05/23  AbbVie Inc.                       10-Q        3/31/23   78:52M
11/04/22  AbbVie Inc.                       10-Q        9/30/22   74:16M
10/14/22  AbbVie Inc.                       8-K:5,9    10/12/22   13:725K                                   Toppan Merrill/FA
 5/06/22  AbbVie Inc.                       10-Q        3/31/22   79:10M
 2/18/22  AbbVie Inc.                       10-K       12/31/21  123:23M
 5/07/21  AbbVie Inc.                       10-Q        3/31/21   80:10M
 3/22/21  AbbVie Inc.                       DEF 14A     5/07/21    1:3.9M                                   Toppan Merrill Bridge/FA
 5/14/20  AbbVie Inc.                       8-K:1,2,8,9 5/13/20   16:2.6M                                   Toppan Merrill/FA
 5/08/20  AbbVie Inc.                       10-Q        3/31/20   83:10M
11/26/19  AbbVie Inc.                       8-K:1,2,9  11/21/19   13:1.6M                                   Toppan Merrill/FA
11/13/19  AbbVie Inc.                       8-K:1,9    11/12/19   13:699K                                   Toppan Merrill/FA
 9/26/19  AbbVie Inc.                       8-K:1,2,9   9/26/19   14:702K                                   Toppan Merrill/FA2
 9/23/19  AbbVie Inc.                       8-K:1,9     9/17/19   12:486K                                   Toppan Merrill/FA2
 8/30/19  AbbVie Inc.                       8-K:1,2,9   8/27/19   12:953K                                   Toppan Merrill/FA2
 6/25/19  AbbVie Inc.                       8-K:1,2,9   6/25/19    6:2.8M                                   Toppan Merrill/FA
 5/03/19  AbbVie Inc.                       10-Q        3/31/19   89:9.2M
 9/18/18  AbbVie Inc.                       8-K:1,2,9   9/13/18    4:707K                                   Toppan Merrill/FA
 5/04/18  AbbVie Inc.                       10-Q        3/31/18   81:8.6M
 5/05/17  AbbVie Inc.                       10-Q        3/31/17   81:8.3M
 2/17/17  AbbVie Inc.                       10-K       12/31/16  115:17M
11/17/16  AbbVie Inc.                       8-K:1,9    11/14/16    5:933K                                   Toppan Merrill/FA
 5/12/16  AbbVie Inc.                       8-K:1,9     5/09/16    4:827K                                   Toppan Merrill/FA
 5/06/16  AbbVie Inc.                       10-Q        3/31/16   81:8.2M                                   Toppan Merrill/FA
 5/14/15  AbbVie Inc.                       8-K:1,2,9   5/14/15    3:640K                                   Toppan Merrill/FA
 1/02/13  AbbVie Inc.                       8-K:1,5,8,912/31/12   14:7.9M                                   Toppan Merrill-FA
11/16/12  AbbVie Inc.                       10-12B/A               8:4.6M                                   Toppan Merrill-FA
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