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United States securities and exchange commission logo
December 22, 2020
Richard A. Gonzalez,
Chairman of the Board and Chief Executive Officer
AbbVie Inc.
1 North Waukegan Road
North Chicago, IL 60064-6400
Re: AbbVie Inc.
Form 10-K for the
fiscal year ended December 31, 2019
Filed February 21,
2020
File No. 001-35565
Dear Mr. Gonzalez,:
We have reviewed your filing and have the following comments. In
some of our
comments, we may ask you to provide us with information so we may better
understand your
disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the fiscal year ended December 31, 2019
Item 11. Executive Compensation, page 95
1. We note your disclosure
regarding the company's stock repurchase programs on page 76
of the Form 10-K and
your use of non-GAAP measures in your financial goals for the
2019 fiscal year, as
disclosed in your Schedule 14A filed March 23, 2020. Please tell us
the impact of stock
repurchases, if any, on levels of executive compensation and confirm
that you will discuss
the impact in future filings.
2. We note that your
incentive compensation programs use non-GAAP measures including
non-GAAP income before
taxes, adjusted diluted earnings per share, non-GAAP
operating margins and
return on assets. Additionally, we note that Appendix B does not
include a
reconciliation on non-GAAP Income before taxes and other reconciliations
include the line item
"Adjusted for specific items" without identifying the items or the
specific amounts.
Please explain the basis for your omission of this information and
confirm you will
provide it in future filings.
Richard A. Gonzalez,
AbbVie Inc.
December 22, 2020
Page 2
Exhibits
3. We note that the forum selection provision included in Article X of
your Amended and
Restated Certificate of Incorporation identifies the Court of Chancery
of the State of
Delaware as the exclusive forum for certain litigation, including any
"any derivative
action or proceeding brought on behalf of the Corporation." Please
disclose whether this
provision applies to actions arising under the Securities Act or
Exchange Act. In that
regard, we note that Section 27 of the Exchange Act creates exclusive
federal jurisdiction
over all suits brought to enforce any duty or liability created by the
Exchange Act or the
rules and regulations thereunder, and Section 22 of the Securities Act
creates concurrent
jurisdiction for federal and state courts over all suits brought to
enforce any duty or
liability created by the Securities Act or the rules and regulations
thereunder. If the
provision applies to Securities Act claims, please also revise your
disclosure to state that
there is uncertainty as to whether a court would enforce such
provision and that investors
cannot waive compliance with the federal securities laws and the rules
and regulations
thereunder. If this provision does not apply to actions arising under
the Securities Act or
Exchange Act, please also ensure that the exclusive forum provision in
the governing
documents states this clearly, or tell us how you will inform
investors in future filings that
the provision does not apply to any actions arising under the
Securities Act or Exchange
Act.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Laura Crotty at 202-551-7614 or Suzanne Hayes at
202-551-3675 with
any questions.
FirstName LastNameRichard A. Gonzalez, Sincerely,
Comapany NameAbbVie Inc.
Division of
Corporation Finance
December 22, 2020 Page 2 Office of Life
Sciences
FirstName LastName