AbbVie 2012 Annual Report Download - page 102

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
As previously reported on AbbVie’s Current Report on Form 8-K, dated December 20, 2012, the
Audit Committee of AbbVie’s Board of Directors approved the dismissal of Deloitte & Touche LLP
(Deloitte) as AbbVie’s independent registered public accountant, effective as of the date of Deloitte’s
completion of the audit services for the fiscal year ending December 31, 2012 and the filing of
AbbVie’s 2012 Annual Report on Securities and Exchange Commission Form 10-K, and approved the
appointment of Ernst & Young LLP as AbbVie’s independent registered public accounting firm to
perform independent audit services beginning with the fiscal year ending December 31, 2013.
During the fiscal years ended December 31, 2012, 2011 and 2010, and through March 15, 2013,
(i) there were no disagreements (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and
the related instructions) between AbbVie and Deloitte on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the
disagreement in connection with its reports on AbbVie’s combined financial statements for such years,
and (ii) there were no ‘‘reportable events’’ (as that term is defined in Item 304(a)(1)(v) of
Regulation S-K).
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
Evaluation of disclosure controls and procedures. The Chief Executive Officer, Richard A.
Gonzalez, and the Chief Financial Officer, William J. Chase, 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 Exchange Act 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.
Internal Control Over Financial Reporting
Management’s annual report on internal control over financial reporting. This Annual Report on
Form 10-K does not include a report of management’s assessment regarding internal control over
financial reporting or an attestation report of the company’s registered public accounting firm due to a
transition period established by rules of the SEC for newly public companies.
Changes in internal control over financial reporting. During the quarter ended December 31, 2012,
there were no changes in AbbVie’s internal control over financial reporting (as defined in
Rule 13a-15(f) under the Exchange Act) that have materially affected, or are reasonably likely to
materially affect, AbbVie’s internal control over financial reporting.
Inherent Limitations on Effectiveness of Controls. AbbVie’s management, including its Chief
Executive Officer and its Chief Financial Officer, do not expect that AbbVie’s disclosure controls or
internal control over financial reporting will prevent or detect all error and all fraud. A control system,
no matter how well designed and operated, can provide only reasonable, not absolute, assurance that
the control system’s objectives will be met. The design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered relative to their costs.
Further, because of the inherent limitations in all control systems, no evaluation of controls can provide
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