##### Table of Contents



FORM 10-Q
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2005
  IVAX CORPORATION
 Florida
    
    16-1003559(State or other jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 4400 Biscayne Boulevard, Miami, Florida
    
    33137(Address of principal executive offices)
    
    (Zip Code)
 (305) 575-6000  (Registrants telephone number, including area code)
 x o
 x o
 o x
  273,723,864 shares of Common Stock, $.10 par value, outstanding as of October 31, 2005.




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##### Table of Contents



IVAX CORPORATION
 INDEX
 PAGE NO.PART I  FINANCIAL INFORMATIONItem 1 -
    
    Financial StatementsConsolidated Balance Sheets as of September 30, 2005 and December 31, 2004
    
    
    2Consolidated Statements of Operations for the three and nine months ended September 30, 2005 and 2004
    
    
    3Consolidated Statement of Shareholders Equity for the nine months ended September 30, 2005
    
    
    4Consolidated Statements of Cash Flows for the nine months ended September 30, 2005 and 2004
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2 -
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    23Item 3 -
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    40Item 4 -
    
    Controls and Procedures
    
    
    41PART II -
    
    OTHER INFORMATIONItem 1 -
    
    Legal Proceedings
    
    
    42Item 4 -
    
    Submission of Matters to a Vote of Security Holders
    
    
    44Item 6 -
    
    Exhibits
    
    
    45Section 302 Chief Executive Officer CertificationSection 302 Chief Financial Officer CertificationSection 906 CEO & CFO Certification




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1  Financial Statements
 
 IVAX CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
 September 30,
    
    
    December 31,2005
    
    
    2004(Unaudited)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    309,198
    
    
    $
    391,988Marketable securities
    
    
    260,361
    
    
    
    6,058Accounts receivable, net of allowance for doubtful
accounts of $17,378 in 2005 and $19,212 in 2004
    
    
    458,420
    
    
    
    392,418Inventories
    
    
    556,839
    
    
    
    524,644Other current assets
    
    
    206,988
    
    
    
    206,535Total current assets
    
    
    1,791,806
    
    
    
    1,521,643Property, plant and equipment, net
    
    
    615,597
    
    
    
    604,647Goodwill, net
    
    
    988,810
    
    
    
    682,778Intangible assets, net
    
    
    367,313
    
    
    
    336,594Other assets
    
    
    73,567
    
    
    
    66,357Total assets
    
    $
    3,837,093
    
    
    $
    3,212,019LIABILITIES AND SHAREHOLDERS EQUITYCurrent liabilities:Accounts payable
    
    $
    176,145
    
    
    $
    177,537Current portion of long-term debt
    
    
    627,779
    
    
    
    60,145Loans payable
    
    
    4,057
    
    
    
    18,825Accrued income taxes payable
    
    
    9,138
    
    
    
    34,125Accrued expenses and other current liabilities
    
    
    364,541
    
    
    
    287,789Total current liabilities
    
    
    1,181,660
    
    
    
    578,421Long-term debt, net of current portion
    
    
    772,057
    
    
    
    1,057,843Other long-term liabilities
    
    
    103,665
    
    
    
    72,855Minority interest
    
    
    12,565
    
    
    
    12,571Shareholders equity:Common stock, $0.10 par value, authorized 546,875 shares, issued and
outstanding 273,622 shares in 2005 and 260,531 shares in 2004
    
    
    27,362
    
    
    
    26,053Capital in excess of par value
    
    
    781,748
    
    
    
    571,143Retained earnings
    
    
    1,022,972
    
    
    
    888,503Accumulated other comprehensive (loss) income
    
    
    (64,936
    )
    
    
    4,630Total shareholders equity
    
    
    1,767,146
    
    
    
    1,490,329Total liabilities and shareholders equity
    
    $
    3,837,093
    
    
    $
    3,212,019
 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements
 2




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IVAX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
 Three Months
    
    
    Nine MonthsPeriod Ended September 30,
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004(In thousands, except per share data)Net revenues
    
    $
    617,728
    
    
    $
    439,086
    
    
    $
    1,686,612
    
    
    $
    1,328,239Cost of sales (excludes amortization,
which is presented below)
    
    
    356,721
    
    
    
    248,530
    
    
    
    986,094
    
    
    
    713,723Gross profit
    
    
    261,007
    
    
    
    190,556
    
    
    
    700,518
    
    
    
    614,516Operating expenses:Selling
    
    
    77,371
    
    
    
    66,441
    
    
    
    235,742
    
    
    
    194,308General and administrative
    
    
    51,403
    
    
    
    40,393
    
    
    
    134,801
    
    
    
    120,498Research and development
    
    
    34,861
    
    
    
    33,639
    
    
    
    104,469
    
    
    
    104,651Amortization of intangible assets
    
    
    8,295
    
    
    
    5,510
    
    
    
    22,124
    
    
    
    16,447Restructuring costs
    
    
    1,344
    
    
    
    517
    
    
    
    4,483
    
    
    
    1,114Merger expense
    
    
    10,237
    
    
    
    
    
    
    
    10,237
    
    
    
    Total operating expenses
    
    
    183,511
    
    
    
    146,500
    
    
    
    511,856
    
    
    
    437,018Operating income
    
    
    77,496
    
    
    
    44,056
    
    
    
    188,662
    
    
    
    177,498Other income (expense):Interest income
    
    
    4,232
    
    
    
    1,590
    
    
    
    10,552
    
    
    
    3,875Interest expense
    
    
    (10,131
    )
    
    
    (9,127
    )
    
    
    (28,364
    )
    
    
    (40,256
    )Other income, net
    
    
    7,223
    
    
    
    4,477
    
    
    
    18,058
    
    
    
    10,827Total other income (expense)
    
    
    1,324
    
    
    
    (3,060
    )
    
    
    246
    
    
    
    (25,554
    )Income before income taxes and minority interest
    
    
    78,820
    
    
    
    40,996
    
    
    
    188,908
    
    
    
    151,944Provision (benefit) for income taxes
    
    
    23,732
    
    
    
    (3,358
    )
    
    
    54,444
    
    
    
    17,094Income before minority interest
    
    
    55,088
    
    
    
    44,354
    
    
    
    134,464
    
    
    
    134,850Minority interest
    
    
    274
    
    
    
    24
    
    
    
    5
    
    
    
    (33
    )Net income
    
    $
    55,362
    
    
    $
    44,378
    
    
    $
    134,469
    
    
    $
    134,817Earnings per common share:Basic
    
    $
    0.20
    
    
    $
    0.18
    
    
    $
    0.51
    
    
    $
    0.54Diluted
    
    $
    0.20
    
    
    $
    0.17
    
    
    $
    0.49
    
    
    $
    0.51Weighted average number of commonshares outstanding:Basic
    
    
    271,200
    
    
    
    250,296
    
    
    
    266,109
    
    
    
    248,158Diluted
    
    
    282,647
    
    
    
    272,979
    
    
    
    276,184
    
    
    
    267,123
 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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IVAX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS EQUITY
 Common Stock
    
    
    
    
    
    
    
    
    
    
    AccumulatedCapital in
    
    
    
    
    
    
    OtherNumber of
    
    
    
    
    
    
    Excess of
    
    
    Retained
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Par Value
    
    
    Earnings
    
    
    Income (Loss)
    
    
    TotalBALANCE, January 1, 2005
    
    
    260,531
    
    
    $
    26,053
    
    
    $
    571,143
    
    
    $
    888,503
    
    
    $
    4,630
    
    
    $
    1,490,329Comprehensive income:Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    134,469
    
    
    
    
    
    
    
    134,469Translation adjustment
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (68,992
    )
    
    
    (68,992
    )Unrealized net loss on
available-for-sale equity
securities and derivatives,
net of tax
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (574
    )
    
    
    (574
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    64,903Exercise of stock options
    
    
    9,179
    
    
    
    918
    
    
    
    109,874
    
    
    
    
    
    
    
    
    
    
    
    110,792Tax benefit of option exercises
    
    
    
    
    
    
    
    
    
    
    29,261
    
    
    
    
    
    
    
    
    
    
    
    29,261Employee stock purchases
    
    
    79
    
    
    
    8
    
    
    
    1,111
    
    
    
    
    
    
    
    
    
    
    
    1,119Repurchase and retirement of
common stock
    
    
    (226
    )
    
    
    (23
    )
    
    
    (4,643
    )
    
    
    
    
    
    
    
    
    
    
    (4,666
    )Shares issued in acquisition
    
    
    4,059
    
    
    
    406
    
    
    
    74,760
    
    
    
    
    
    
    
    
    
    
    
    75,166Value of stock options issued to
non-employees
    
    
    
    
    
    
    
    
    
    
    242
    
    
    
    
    
    
    
    
    
    
    
    242BALANCE, September 30, 2005
    
    
    273,622
    
    
    $
    27,362
    
    
    $
    781,748
    
    
    $
    1,022,972
    
    
    $
    (64,936
    )
    
    $
    1,767,146
 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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IVAX CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
 Nine Months Ended September 30,
    
    2005
    
    
    2004(In thousands)Cash flows from operating activities:Net income
    
    $
    134,469
    
    
    $
    134,817Adjustments to reconcile net income to net cash flows from
operating activities:Restructuring costs
    
    
    4,483
    
    
    
    1,114Merger expense
    
    
    10,237
    
    
    
    Depreciation and amortization
    
    
    77,777
    
    
    
    63,305Deferred tax provision (benefit)
    
    
    8,148
    
    
    
    (34,698
    )Tax effect of stock options exercised
    
    
    26,397
    
    
    
    5,618Value of stock options issued to non-employees
    
    
    242
    
    
    
    212Provision for doubtful accounts
    
    
    101
    
    
    
    921Provision for inventory obsolescence
    
    
    28,058
    
    
    
    31,735Interest accretion on notes receivable and payable, net
    
    
    1,951
    
    
    
    1,699Minority interest in earnings (losses)
    
    
    (5
    )
    
    
    33Equity in earnings of unconsolidated affiliates
    
    
    (159
    )
    
    
    (1,773
    )Gains on sale of marketable securities
    
    
    (114
    )
    
    
    (46
    )Gains on sale of product rights
    
    
    (11,451
    )
    
    
    (10,619
    )Losses on sale of assets, net
    
    
    663
    
    
    
    342(Gain) loss on extinguishment of debt
    
    
    (362
    )
    
    
    8,472Changes in operating assets and liabilities:Accounts receivable
    
    
    (73,191
    )
    
    
    (70,921
    )Inventories
    
    
    (38,603
    )
    
    
    (110,060
    )Other current assets
    
    
    7,712
    
    
    
    (844
    )Other assets
    
    
    (16,427
    )
    
    
    3,646Accounts payable, accrued expenses and other current liabilities
    
    
    25,209
    
    
    
    57,171Other long-term liabilities
    
    
    7,260
    
    
    
    6,848Net cash flows from operating activities
    
    
    192,395
    
    
    
    86,972Cash flows from investing activities:Proceeds from sale of product rights
    
    
    11,451
    
    
    
    10,619Capital expenditures
    
    
    (59,707
    )
    
    
    (85,873
    )Proceeds from sale of assets
    
    
    2,081
    
    
    
    534Acquisitions of intangible assets
    
    
    (12,382
    )
    
    
    (2,084
    )Acquisitions of businesses, net of cash acquired
    
    
    (196,014
    )
    
    
    (7,783
    )Investment in affiliates
    
    
    (440
    )
    
    
    108Purchases of marketable securities
    
    
    (1,519,265
    )
    
    
    (968,673
    )Proceeds from sales of marketable securities
    
    
    1,286,227
    
    
    
    866,150Net proceeds from discontinued operations
    
    
    5,000
    
    
    
    5,500Net cash flows from investing activities
    
    
    (483,049
    )
    
    
    (181,502
    )Cash flows from financing activities:Borrowings on long-term debt and loans payable
    
    
    343,819
    
    
    
    475,179Payments on long-term debt and loans payable
    
    
    (221,136
    )
    
    
    (346,727
    )Payment of debt redemption premium
    
    
    (13,800
    )
    
    
    (5,868
    )Exercise of stock options and employee stock purchases
    
    
    110,108
    
    
    
    17,615Net cash flows from financing activities
    
    
    218,991
    
    
    
    140,199Effect of exchange rate changes on cash and cash equivalents
    
    
    (11,127
    )
    
    
    (3,636
    )Net (decrease) increase in cash and cash equivalents
    
    
    (82,790
    )
    
    
    42,033Cash and cash equivalents at the beginning of the period
    
    
    391,988
    
    
    
    134,270Cash and cash equivalents at the end of the period
    
    $
    309,198
    
    
    $
    176,303Supplemental disclosures:Interest paid
    
    $
    44,455
    
    
    $
    29,403Income tax payments
    
    $
    40,635
    
    
    $
    25,797Income tax refunds
    
    $
    13,088
    
    
    $
    6,559
 The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
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IVAX CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (1) General:
  (2) Planned Merger:
  6




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(3) Earnings Per Share:
  Three Months
    
    
    Nine MonthsPeriod Ended September 30,
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Numerator:Net income
    
    $
    55,362
    
    
    $
    44,378
    
    
    $
    134,469
    
    
    $
    134,817Interest expense on 1.5% contingently
convertible debt, net of tax
    
    
    3
    
    
    
    1,046
    
    
    
    700
    
    
    
    1,847Adjusted net income
    
    $
    55,365
    
    
    $
    45,424
    
    
    $
    135,169
    
    
    $
    136,664Denominator:Basic weighted average number of shares outstanding
    
    
    271,200
    
    
    
    250,296
    
    
    
    266,109
    
    
    
    248,158Effect of dilutive securities  stock options and
warrants
    
    
    6,401
    
    
    
    5,939
    
    
    
    5,087
    
    
    
    6,071Conversion equivalent of dilutive contingently
convertible debt
    
    
    5,046
    
    
    
    16,744
    
    
    
    4,988
    
    
    
    12,894Diluted weighted average number of shares outstanding
    
    
    282,647
    
    
    
    272,979
    
    
    
    276,184
    
    
    
    267,123Not included in the calculation of diluted earnings per
share because their impact is antidilutive:Stock options outstanding
    
    
    597
    
    
    
    6,065
    
    
    
    4,781
    
    
    
    5,921Convertible debt
    
    
    8,861
    
    
    
    16,664
    
    
    
    8,861
    
    
    
    16,664
 (4) Stock-Based Compensation Plans:
 Accounting
for Stock-Based Compensation Accounting
for Stock Issued to Employees, Accounting for Certain Transactions Involving Stock Compensation Share-Based Payment
  7




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Three Months
    
    
    Nine MonthsPeriod Ended September 30,
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Net income as reported
    
    $
    55,362
    
    
    $
    44,378
    
    
    $
    134,469
    
    
    $
    134,817Deduct: Total stock-based employee compensation
expense determined under fair value based
method for all awards, net of related
tax effects
    
    
    3,223
    
    
    
    6,068
    
    
    
    9,227
    
    
    
    18,205Pro forma net income
    
    $
    52,139
    
    
    $
    38,310
    
    
    $
    125,242
    
    
    $
    116,612Basic net income per share as reported
    
    
    0.20
    
    
    
    0.18
    
    
    
    0.51
    
    
    
    0.54Pro forma basic net income per share
    
    
    0.19
    
    
    
    0.15
    
    
    
    0.47
    
    
    
    0.47Diluted net income per share as reported
    
    
    0.20
    
    
    
    0.17
    
    
    
    0.49
    
    
    
    0.51Pro forma diluted net income per share
    
    
    0.18
    
    
    
    0.15
    
    
    
    0.46
    
    
    
    0.45Weighted average fair value of options issued
    
    $
    
    
    
    $
    7.70
    
    
    $
    4.94
    
    
    $
    8.41Expected life (years)
    
    
    4.7
    
    
    
    4.9
    
    
    
    4.7
    
    
    
    4.9Risk-free interest rate
    
    
    3.9
    %
    
    
    3.7-4.5
    %
    
    
    3.8-4.4
    %
    
    
    3.1-4.6
    %Expected volatility
    
    
    25
    %
    
    
    26
    %
    
    
    25
    %
    
    
    26
    %Dividend yield
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
    
    
    0
    %
  (5) Revenues and Cost of Sales:
  September 30,
    
    
    December 31,2005
    
    
    2004Accounts receivable
    
    $
    167,726
    
    
    $
    147,330Accrued expenses
    
    
    174,859
    
    
    
    127,240Total sales returns and allowances reserves
    
    $
    342,585
    
    
    $
    274,570
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(6) Inventories:
  September 30,
    
    
    December 31,2005
    
    
    2004Raw materials
    
    $
    213,305
    
    
    $
    194,183Work-in-process
    
    
    83,252
    
    
    
    81,202Finished goods
    
    
    260,282
    
    
    
    249,259Total inventories
    
    $
    556,839
    
    
    $
    524,644
  (7) Acquisition:
  9




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Current assets, excluding cash acquired
    
    $
    69,355Property, plant and equipment
    
    
    28,582Intangible assets
    
    
    27,520Other assets
    
    
    250Total assets acquired
    
    
    125,707Current liabilities
    
    
    27,842Long-term debt
    
    
    176,085Total liabilities assumed
    
    
    203,927Net liabilities assumed
    
    $
    (78,220
    )Purchase price:Cash paid, net of cash acquired
    
    $
    194,674Acquisition costs
    
    
    1,340Fair market value of stock issued
    
    
    75,166Total
    
    $
    271,180Goodwill
    
    $
    349,400
  (8) Intangible Assets:
  September 30, 2005
    
    
    December 31, 2004Gross
    
    
    
    
    
    
    GrossCarrying
    
    
    Accumulated
    
    
    Carrying
    
    
    AccumulatedAmount
    
    
    Amortization
    
    
    Amount
    
    
    AmortizationAmortized intangible assets:Patents and related licenses
    
    $
    78,104
    
    
    $
    55,855
    
    
    $
    76,867
    
    
    $
    55,494Trademarks
    
    
    160,969
    
    
    
    36,596
    
    
    
    146,107
    
    
    
    30,042Licenses and other intangibles
    
    
    252,081
    
    
    
    83,984
    
    
    
    217,799
    
    
    
    45,589Total
    
    $
    491,154
    
    
    $
    176,435
    
    
    $
    440,773
    
    
    $
    131,125Unamortized intangible assets:Trademarks and product registrations
    
    $
    52,594
    
    
    
    
    
    
    $
    26,946
  10




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(9) Debt:
 The Effect of Contingently
Convertible Debt on Diluted Earnings per Share
    
    
    during any fiscal quarter (beginning with the quarter ended September 30, 2005) if
the closing sale price of our common stock for at least 20 consecutive trading days in
the 30 consecutive trading day period ending on the last trading day of the immediately
preceding fiscal quarter exceeds 120% of the conversion price on that 30th trading day;
 11




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
    
    during any five consecutive trading day period immediately following any five
consecutive trading day period (Note Measurement Period) in which the average market
price for the notes during that Note Measurement Period was less than 95% of the average
conversion value for the notes during such period;
    
    upon the occurrence of specified corporate transactions; or
    
    if we have called the notes for redemption.
  
    
    the conversion rate then in effect; and
    
    the average of the daily volume-weighted average price per share of our common stock
for each of the 10 consecutive trading days beginning on the second trading day
immediately following the day the notes are tendered for conversion (10-day Weighted
Average Price).
  
    
    a cash amount (Principal Return) equal to the lesser of (1) the aggregate Net Share
Conversion Value of the notes to be converted or (2) the aggregate principal amount of
the notes to be converted; and
    
    if the aggregate Net Share Conversion Value of the notes to be converted is greater
than the Principal Return, an amount in whole shares equal to (1) the aggregate
Conversion Value less the Principal Return and (2) a cash amount in lieu of any
fractional shares of our common stock.
      12




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##### Table of Contents



(10) Income Taxes:
  Three Months
    
    
    Nine MonthsPeriod Ended September 30,
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Current:Domestic
    
    $
    6,105
    
    
    $
    14,059
    
    
    $
    17,953
    
    
    $
    32,080Foreign
    
    
    17,462
    
    
    
    1,504
    
    
    
    28,343
    
    
    
    19,712Deferred:Domestic
    
    
    1,557
    
    
    
    (4,611
    )
    
    
    7,846
    
    
    
    (15,606
    )Foreign
    
    
    (1,392
    )
    
    
    (14,310
    )
    
    
    302
    
    
    
    (19,092
    )Total
    
    $
    23,732
    
    
    $
    (3,358
    )
    
    $
    54,444
    
    
    $
    17,094
  (11) Stockholders Equity:
  (12) Retirement Plans:
  Three Months
    
    
    Nine MonthsPeriod Ended September 30,
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Service cost
    
    $
    519
    
    
    $
    585
    
    
    $
    1,611
    
    
    $
    1,424Interest cost
    
    
    265
    
    
    
    298
    
    
    
    823
    
    
    
    726Expected return on plan assets
    
    
    (275
    )
    
    
    (308
    )
    
    
    (855
    )
    
    
    (753
    )Amortization of transition obligation
    
    
    70
    
    
    
    79
    
    
    
    217
    
    
    
    191Net periodic pension cost
    
    $
    579
    
    
    $
    654
    
    
    $
    1,796
    
    
    $
    1,588Employer contribution
    
    $
    531
    
    
    $
    365
    
    
    $
    1,000
    
    
    $
    1,327
  13




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##### Table of Contents



(13) Business Segment Information:
 Three Months
    
    
    Nine MonthsRevenues by RegionPeriod Ended September 30,
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004North AmericaExternal sales
    
    $
    294,100
    
    
    $
    212,371
    
    
    $
    780,680
    
    
    $
    604,409Intersegment sales
    
    
    465
    
    
    
    431
    
    
    
    1,478
    
    
    
    4,885Other revenues
    
    
    437
    
    
    
    148
    
    
    
    1,750
    
    
    
    1,953Net revenues  North America
    
    
    295,002
    
    
    
    212,950
    
    
    
    783,908
    
    
    
    611,247EuropeExternal sales
    
    
    149,458
    
    
    
    126,329
    
    
    
    470,517
    
    
    
    400,363Intersegment sales
    
    
    8,075
    
    
    
    23,949
    
    
    
    44,006
    
    
    
    65,710Other revenues
    
    
    33,354
    
    
    
    945
    
    
    
    53,723
    
    
    
    45,162Net revenues  Europe
    
    
    190,887
    
    
    
    151,223
    
    
    
    568,246
    
    
    
    511,235Latin AmericaExternal sales
    
    
    93,496
    
    
    
    81,686
    
    
    
    278,427
    
    
    
    230,748Other revenues
    
    
    1,104
    
    
    
    1,490
    
    
    
    1,776
    
    
    
    2,284Net revenues  Latin America
    
    
    94,600
    
    
    
    83,176
    
    
    
    280,203
    
    
    
    233,032Corporate and otherExternal sales
    
    
    42,456
    
    
    
    10,614
    
    
    
    91,034
    
    
    
    36,217Intersegment sales
    
    
    (8,540
    )
    
    
    (24,380
    )
    
    
    (45,484
    )
    
    
    (70,595
    )Other revenues
    
    
    3,323
    
    
    
    5,503
    
    
    
    8,705
    
    
    
    7,103Net revenues  Corporate and other
    
    
    37,239
    
    
    
    (8,263
    )
    
    
    54,255
    
    
    
    (27,275
    )Consolidated net revenues
    
    $
    617,728
    
    
    $
    439,086
    
    
    $
    1,686,612
    
    
    $
    1,328,239
 Three Months
    
    
    Nine MonthsProfits by RegionPeriod Ended September 30,
    
    2005
    
    
    2004
    
    
    2005
    
    
    2004Income before minority interest:North America
    
    $
    28,726
    
    
    $
    22,597
    
    
    $
    68,279
    
    
    $
    63,772Europe
    
    
    21,836
    
    
    
    4,671
    
    
    
    32,400
    
    
    
    42,885Latin America
    
    
    13,163
    
    
    
    27,471
    
    
    
    42,849
    
    
    
    60,831Corporate and other
    
    
    (8,637
    )
    
    
    (10,385
    )
    
    
    (9,064
    )
    
    
    (32,638
    )Income before minority interest
    
    
    55,088
    
    
    
    44,354
    
    
    
    134,464
    
    
    
    134,850Minority interest
    
    
    274
    
    
    
    24
    
    
    
    5
    
    
    
    (33
    )Net income
    
    $
    55,362
    
    
    $
    44,378
    
    
    $
    134,469
    
    
    $
    134,817
 September 30,
    
    
    December 31,Long-Lived Assets:
    
    2005
    
    
    2004North America
    
    $
    354,657
    
    
    $
    352,529Europe
    
    
    618,681
    
    
    
    678,546Latin America
    
    
    537,864
    
    
    
    522,195Corporate and other
    
    
    525,391
    
    
    
    117,605Total
    
    $
    2,036,593
    
    
    $
    1,670,875
 14




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##### Table of Contents



Net Revenues by Therapeutic Category and Product TypeNine Months Ended September 30,
    
    2005
    
    
    2004Therapeutic category:RespiratoryProprietary and branded
    
    $
    206,431
    
    
    $
    177,083Generic pharmaceutical
    
    
    95,716
    
    
    
    99,693Total respiratory
    
    
    302,147
    
    
    
    276,776OtherProprietary and branded
    
    
    373,100
    
    
    
    277,381Generic pharmaceutical
    
    
    1,011,365
    
    
    
    774,082Total other
    
    
    1,384,465
    
    
    
    1,051,463Total product type:Proprietary and branded
    
    
    579,531
    
    
    
    454,464Generic pharmaceutical
    
    
    1,107,081
    
    
    
    873,775Total
    
    $
    1,686,612
    
    
    $
    1,328,239
  Balance
    
    
    
    
    
    
    Foreign
    
    
    BalanceDecember 31,
    
    
    
    
    
    
    Exchange
    
    
    September 30,2004
    
    
    Acquisition
    
    
    and Other
    
    
    2005North America
    
    $
    1,472
    
    
    $
    
    
    
    $
    
    
    
    $
    1,472Europe
    
    
    249,455
    
    
    
    
    
    
    
    (56,595
    )
    
    
    192,860Latin America
    
    
    384,557
    
    
    
    
    
    
    
    13,327
    
    
    
    397,884Corporate and other
    
    
    47,294
    
    
    
    349,400
    
    
    
    (100
    )
    
    
    396,594Consolidated goodwill
    
    $
    682,778
    
    
    $
    349,400
    
    
    $
    (43,368
    )
    
    $
    988,810
  (14) Recently Issued Accounting Standards:
 Accounting Changes and Error Corrections, Accounting Changes, Reporting Accounting Changes in Interim
Financial Statements
 15




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##### Table of Contents



Accounting for Conditional Asset
Retirement Obligations  an interpretation of FASB Statement No. 143,
 , .
  16




---



##### Table of Contents



Inventory Costs,
 15) Commitments and Contingencies:
 Commitments
 Legal Proceedings (currency amounts in thousands)
 Terazosin Litigation
 Louisiana
Wholesale Drug Co. vs. Abbott Laboratories, Geneva Pharmaceuticals, Inc. and Zenith Goldline
Pharmaceuticals, Inc. Louisiana
Wholesale Louisiana Wholesale per se Louisiana Wholesale
 17




---



##### Table of Contents



inter alia Daniels v. Abbott Laboratories
 Fen-Phen Litigation
  Average Wholesale Price Litigation
 County of Suffolk vs. Abbott Laboratories,
Inc. et al.
 18




---



##### Table of Contents



The
Commonwealth of Massachusetts vs. Mylan Laboratories, et al.
 State of Wisconsin vs. Abbott Laboratories, Inc., et al. Commonwealth of Kentucky vs. Alpharma, Inc. State of Alabama vs.
Abbott Laboratories, Inc., et al. The People of the State of Illinois
vs. Abbott Laboratories, Inc. State of Florida v. Alpharma, et al. State of Mississippi v. Abbott Laboratories, Inc., et al.
  19




---



##### Table of Contents



United Kingdom Serious Fraud Office Investigation and Related Litigation
      20




---



##### Table of Contents



Commercial Matters
 United States of America, ex. rel, Paul King v. Alcon
Laboratories, Inc., et al.
 Kops v. IVAX Corporation, Betty G. Amos, et al
 Patent Litigation
  21




---



##### Table of Contents



Environmental Matters
   Other Litigation
   22




---



##### Table of Contents



Item 2
 Managements Discussion and Analysis of Financial Condition and Results of Operations
  Our Business
   Results of Operations
 Overview
  23




---



##### Table of Contents




    
    whether and when our proposed acquisition by TEVA will be consummated and the terms
and conditions imposed in connection with such closing;
 24




---



##### Table of Contents




    
    the impact of our acquisition by TEVA and/or regulatory issues arising from the proposed
transaction on our relationships and agreements with third parties, including
distributors, manufacturers, supplies and customers;
    
    the outcome and timing of legal
proceedings, particularly those related to Hatch-Waxman Act exclusivity and patent
infringement cases;
    
    court and FDA decisions on exclusivity periods;
    
    our ability to obtain and maintain FDA approval of our manufacturing facilities;
    
    our ability to achieve the milestones specified in our license and development agreements;
    
    our ability to manufacture, obtain and maintain a sufficient supply of products to
meet market demand, retain our customers and meet contractual deadlines and terms;
    
    our ability to develop and rapidly introduce new products and to introduce existing
products into new territories;
    
    the timing of regulatory approval of such products;
    
    the availability and cost of raw materials required to manufacture such products;
    
    market acceptance and demand for new pharmaceutical products or alternative
formulations of existing pharmaceutical products we may develop or sell;
    
    our ability to manufacture such products efficiently;
    
    the number and timing of regulatory approvals of competing products;
    
    the impact of competition from brand name companies that sell or authorize the sale
of their own generic products or successfully extend the exclusivity period of their
branded products;
    
    the impact of competitive pricing pressures within the generic pharmaceutical
industry;
    
    the impact of health care reform initiatives in the United States and abroad,
particularly as governments seek to contain increases in the costs of health care;
    
    the impact of pharmaceutical industry regulations or pending legislation that could
affect the pharmaceutical industry;
    
    the timing of clinical trials and other research and development expenses;
    
    our ability to forecast inventory levels and trends at our customers and their
end-customers; and
    
    our and our competitors pricing and chargeback policies.
  25




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##### Table of Contents



Net Revenues and Gross Profit
  Three Months
    
    Nine Months2005
    
    2004
    
    % Change **
    
    2005
    
    2004
    
    % Change **North America
    
    $
    295.0
    
    
    $
    213.0
    
    
    
    39
    %
    
    $
    783.9
    
    
    $
    611.2
    
    
    
    28
    %Europe
    
    
    190.9
    
    
    
    151.2
    
    
    
    26
    %
    
    
    568.2
    
    
    
    511.2
    
    
    
    11
    %Latin America
    
    
    94.6
    
    
    
    83.2
    
    
    
    14
    %
    
    
    280.2
    
    
    
    233.0
    
    
    
    20
    %Corporate and other
    
    
    37.2
    
    
    
    (8.3
    )
    
    
    *
    
    
    
    54.3
    
    
    
    (27.2
    )
    
    
    *Total net revenues
    
    $
    617.7
    
    
    $
    439.1
    
    
    
    41
    %
    
    $
    1,686.6
    
    
    $
    1,328.2
    
    
    
    27
    %
 
 *
    
    Not meaningful**
    
    % change based on unrounded numbers  Three Months
    
    Nine Months2005
    
    2004
    
    % Change*
    
    2005
    
    2004
    
    % Change*North America
    
    $
    262.6
    
    
    $
    210.6
    
    
    
    25
    %
    
    $
    679.5
    
    
    $
    579.2
    
    
    
    17
    %% of gross product sales
    
    
    47
    %
    
    
    50
    %
    
    
    
    
    
    
    47
    %
    
    
    49
    %Europe
    
    
    14.9
    
    
    
    15.9
    
    
    
    (7
    )%
    
    
    48.5
    
    
    
    45.2
    
    
    
    7
    %% of gross product sales
    
    
    9
    %
    
    
    10
    %
    
    
    
    
    
    
    9
    %
    
    
    9
    %Latin America
    
    
    21.7
    
    
    
    16.5
    
    
    
    31
    %
    
    
    59.4
    
    
    
    41.0
    
    
    
    45
    %% of gross product sales
    
    
    19
    %
    
    
    17
    %
    
    
    
    
    
    
    18
    %
    
    
    15
    %
   Three Months
    
    
    Nine MonthsProduct Sales
    
    
    Other
    
    
    Currency
    
    
    Product Sales
    
    
    Other
    
    
    CurrencyPrice
    
    
    Volume
    
    
    Revenue
    
    
    Exchange
    
    
    Price
    
    
    Volume
    
    
    Revenue
    
    
    ExchangeNorth America
    
    $
    (21.0
    )
    
    $
    103.4
    
    
    $
    (0.4
    )
    
    $
    
    
    
    $
    (81.2
    )
    
    $
    254.3
    
    
    $
    (0.4
    )
    
    $
    Europe
    
    
    3.6
    
    
    
    5.7
    
    
    
    28.8
    
    
    
    1.6
    
    
    
    9.5
    
    
    
    22.4
    
    
    
    4.2
    
    
    
    20.9Latin America
    
    
    (0.5
    )
    
    
    8.4
    
    
    
    (0.5
    )
    
    
    4.0
    
    
    
    9.5
    
    
    
    32.9
    
    
    
    (0.7
    )
    
    
    5.5
  26




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##### Table of Contents



Three Months
    
    
    Nine Months2005
    
    
    2004
    
    
    % Change*
    
    
    2005
    
    
    2004
    
    
    % Change*Net revenues
    
    $
    617.7
    
    
    $
    439.1
    
    
    
    41
    %
    
    $
    1,686.6
    
    
    $
    1,328.2
    
    
    
    27
    %Cost of sales (excludes
amortization)
    
    
    356.7
    
    
    
    248.5
    
    
    
    44
    %
    
    
    986.1
    
    
    
    713.7
    
    
    
    38
    %Gross profit
    
    $
    261.0
    
    
    $
    190.6
    
    
    
    37
    %
    
    $
    700.5
    
    
    $
    614.5
    
    
    
    14
    %% of net revenues
    
    
    42
    %
    
    
    43
    %
    
    
    
    
    
    
    42
    %
    
    
    46
    %
 
 *
    
    % change based on unrounded numbers  27




---



##### Table of Contents



Operating Expenses
  Three
Months
    
    
    Nine Months2005
    
    
    2004
    
    
    % Change **
    
    
    2005
    
    
    2004
    
    
    % Change **Selling
    
    $
    77.4
    
    
    $
    66.5
    
    
    
    16
    %
    
    $
    235.8
    
    
    $
    194.3
    
    
    
    21
    %% of net revenues
    
    
    13
    %
    
    
    15
    %
    
    
    
    
    
    
    14
    %
    
    
    15
    %General and administrative
    
    
    51.4
    
    
    
    40.4
    
    
    
    27
    %
    
    
    134.8
    
    
    
    120.5
    
    
    
    12
    %% of net revenues
    
    
    8
    %
    
    
    9
    %
    
    
    
    
    
    
    8
    %
    
    
    9
    %Research and development
    
    
    34.9
    
    
    
    33.6
    
    
    
    4
    %
    
    
    104.5
    
    
    
    104.7
    
    
    
    0
    %% of net revenues
    
    
    6
    %
    
    
    8
    %
    
    
    
    
    
    
    6
    %
    
    
    8
    %Amortization
    
    
    8.3
    
    
    
    5.5
    
    
    
    51
    %
    
    
    22.1
    
    
    
    16.4
    
    
    
    35
    %Restructuring
    
    
    1.3
    
    
    
    0.5
    
    
    
    *
    
    
    
    4.5
    
    
    
    1.1
    
    
    
    *Merger expense
    
    
    10.2
    
    
    
    
    
    
    
    *
    
    
    
    10.2
    
    
    
    
    
    
    
    *Total operating expenses
    
    $
    183.5
    
    
    $
    146.5
    
    
    
    25
    %
    
    $
    511.9
    
    
    $
    437.0
    
    
    
    17
    %
 
 *
    
    Not meaningful**
    
    % change based on unrounded numbers      28




---



##### Table of Contents



Other Income (Expense)
  Three Months
    
    
    Nine Months2005
    
    
    2004
    
    
    % Change *
    
    
    2005
    
    
    2004
    
    
    % Change *Interest income
    
    $
    4.2
    
    
    $
    1.6
    
    
    
    166
    %
    
    $
    10.5
    
    
    $
    3.9
    
    
    
    172
    %Interest expense
    
    
    (10.1
    )
    
    
    (9.1
    )
    
    
    11
    %
    
    
    (28.4
    )
    
    
    (40.3
    )
    
    
    (30
    )%Other income, net
    
    
    7.2
    
    
    
    4.5
    
    
    
    61
    %
    
    
    18.1
    
    
    
    10.8
    
    
    
    67
    %Total other income (expense)
    
    $
    1.3
    
    
    $
    (3.0
    )
    
    
    143
    %
    
    $
    0.2
    
    
    $
    (25.6
    )
    
    
    101
    %
 
 *
    
    % change based on unrounded numbers   Net Income
  Three Months
    
    
    Nine Months2005
    
    
    2004
    
    
    % Change*
    
    
    2005
    
    
    2004
    
    
    % Change*Net income
    
    $
    55.4
    
    
    $
    44.4
    
    
    
    25
    %
    
    $
    134.5
    
    
    $
    134.8
    
    
    
    0
    %
 Three Months
    
    
    Nine Months2005
    
    
    2004
    
    
    % Change*
    
    
    2005
    
    
    2004
    
    
    % Change*Earnings per common share:Basic
    
    $
    0.20
    
    
    $
    0.18
    
    
    
    11
    %
    
    $
    0.51
    
    
    $
    0.54
    
    
    
    (6
    )%Diluted
    
    $
    0.20
    
    
    $
    0.17
    
    
    
    18
    %
    
    $
    0.49
    
    
    $
    0.51
    
    
    
    (4
    )%
 
 *
    
    % change based on unrounded numbers  29




---



##### Table of Contents



Foreign Currency
  Recently Issued and Proposed Accounting Standards
  Accounting for Conditional
Asset Retirement Obligations  an interpretation of FASB Statement No. 143,
 Share-Based Payment , .
 30




---



##### Table of Contents



Inventory Costs,
 Liquidity and Capital Resources
   31




---



##### Table of Contents



The Effect of Contingently Convertible Debt on
Diluted Earnings per Share
 32




---



##### Table of Contents



33




---



##### Table of Contents



Income Taxes
  Application of Critical Accounting Policies
  34




---



##### Table of Contents



Revenue Provisions
  Pre-launch Inventories
  Impairment of Goodwill and Intangibles
  Income Taxes
  35




---



##### Table of Contents



Accounting for Contingencies
 Legal Matters
   36




---



##### Table of Contents



Disclosure Regarding Forward-Looking Statements
  
    
    that a significant portion of net sales are made to major pharmaceutical and health care
products distributors and major retail chains in the United States. Consequently, net
sales and quarterly growth comparisons may be affected by fluctuations in the buying
patterns of major distributors, retail chains and other trade buyers. These fluctuations
may result from seasonality, pricing, wholesaler buying decisions or other factors;
    
    that we may experience increased pricing pressures both in the United States and abroad
from managed care organizations, institutions and government agencies and programs. In the
United States, among other developments, consolidation among customers may increase pricing
pressures and may result in various customers having greater influence over prescription
decisions through formulary decisions and other policies;
    
    the outcome and timing of legal and regulatory proceedings, particularly those related
to Hatch-Waxman Act exclusivity and patent infringement cases;
    
    that the change of control of IVAX or regulatory issues arising from our proposed merger
with TEVA could affect our relationships and/or agreements with third parties, including
distributors, manufacturers, suppliers and customers;
    
    the diversion of managements time and attention on issues related to the proposed
merger with TEVA;
    
    our ability to retain and hire qualified employees, especially in light of the pending
merger with TEVA and costs incurred in implementing an appropriate retention plan;
    
    that the proposed merger with TEVA may be delayed or may not occur at all, or if
completed, significant adverse conditions could be imposed on the combined companies;
    
    our ability to reduce our backlog and manufacture, obtain and maintain a sufficient
supply of products to meet market demand, retain our customers and meet contractual
deadlines and terms;
    
    that we may increase sales and marketing costs and research spending above current
levels;
    
    our ability to obtain and maintain FDA approval of our manufacturing facilities, the
failure of which could result in production stoppage or delays;
    
    that recent media reports critical of the practices and oversight of many clinical
testing facilities, including facilities at which clinical testing of our products has been
undertaken, could result in greater state or Federal regulatory oversight of those
facilities, a greater risk of lawsuits relating to the clinical testing of products in
development or other developments which could increase the cost to us of clinical tests for
our products in development or delay our timetable for product development;
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
    
    the outcome and timing of any pending or future litigation or investigation (including
patent litigation, AWP investigations, and the United Kingdom National Health Service
claims), and the cost, expenses and possible diversion of managements time and attention
arising from such litigation or investigation;
    
    difficulties in product development and uncertainties related to the timing or outcome
of product development;
    
    the availability on commercially reasonable terms of raw materials and other third-party
sourced products;
    
    our dependence on sole or limited source suppliers and the risk associated with a
production interruption or shipment delays at such suppliers;
    
    our ability to replace or renew license fees, royalties and development service fees as
the related agreements expire or are terminated;
    
    our ability to renew contracts with customers;
    
    that many of the major pharmaceutical distributors have experienced downturns and
financial constraints which could impact both our sales and the collectibility of our
receivables and cause greater consolidation among our customers;
    
    difficulties in complying with governmental regulations;
    
    difficulties or delays in manufacturing products;
    
    efficacy or safety concerns with respect to marketed products, whether or not
scientifically justified, leading to recalls, withdrawals or declining sales;
    
    our ability to obtain approval from the FDA to market new pharmaceutical products;
    
    the acceptance of new products by the medical community as effective as alternative
forms of treatment for indicated conditions;
    
    the impact of new regulations or court decisions or actions by our competitors regarding
the protection of patents and the exclusivity period for the marketing of branded drugs;
    
    our ability to use inventory and raw materials in the manner initially intended or to
find alternative uses, to the extent the inventory and raw materials relate to products
pending final approval or satisfactory resolution of litigation, if such approval or
resolution is not obtained;
    
    our ability to fund or finance any repurchases of our 4.5% Notes or to pay cash amounts
payable upon conversion of our 1.875% Notes and the impact of such repurchases or
conversions on our working capital, including the risk that acceptable financing for any
such payments may not be available on acceptable terms or upon short notice;
    
    the impact of the adoption of certain accounting standards;
    
    our success in acquiring or licensing proprietary technologies that are necessary for
our product development activities;
    
    the impact of political and economic instability in the countries in which we operate,
particularly Venezuela and other Latin American countries;
    
    our successful compliance with extensive, costly, complex and evolving governmental
regulations and restrictions;
    
    the use of estimates in the preparation of our financial statements and the possibility
that those assumptions may prove to be incorrect, incomplete or may change;
    
    our reliance on third-party data for many of our significant estimates;
    
    our ability to continue to document, maintain and test the effectiveness of our internal
control systems and procedures and implement any improvements that may be necessary in
order for us to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of
2002;
    
    our ability to identify potential acquisitions and to successfully acquire and integrate
such operations or products;
    
    our ability to successfully compete in both the branded and generic pharmaceutical sectors;
    
    trade buying patterns;
    
    trends toward managed care and health care cost containment;
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
    
    possible United States legislation or regulatory action affecting, among other things,
pharmaceutical pricing and reimbursement, including Medicaid and Medicare;
    
    interest rate and foreign currency exchange rate fluctuation; and
    
    other risks and uncertainties detailed herein and from time to time in our Securities
and Exchange Commission filings.
  39




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Item 3
 Quantitative and Qualitative Disclosures About Market Risk
     40




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Item 4  Controls and Procedures
 Evaluation of Disclosure Controls and Procedures
  Changes in Internal Controls
  Limitations on the Effectiveness of Controls
   41




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PART
II  OTHER INFORMATION
 
 Item 1  Legal Proceedings
  Terazosin Litigation
 Louisiana Wholesale
Drug Co. vs. Abbott Laboratories, Geneva Pharmaceuticals, Inc. and Zenith Goldline Pharmaceuticals,
Inc. Daniels v. Abbott Laboratories
 Average Wholesale Price Litigation
 State of Mississippi v. Abbott Laboratories, Inc., et al.
  United Kingdom Serious Fraud Office Investigation and Related Litigation
  Commercial Matters
 Kops v. IVAX
Corporation, Betty G. Amos, et al.
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Patent Litigation
  Environmental Matters
  43




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Item 4  Submission of Matters to a Vote of Security Holders
   Director
    
    For
    
    
    Withheld/AgainstBetty G. Amos
    
    
    225,090,595
    
    
    
    2,972,025Mark Andrews
    
    
    203,820,591
    
    
    
    24,242,029Jack Fishman, Ph.D.
    
    
    214,863,580
    
    
    
    13,199,039Neil Flanzraich
    
    
    218,921,764
    
    
    
    9,140,856Phillip Frost, M.D.
    
    
    219,753,640
    
    
    
    8,308,979Jane Hsiao, Ph.D.
    
    
    220,715,974
    
    
    
    7,346,646Richard M. Krasno, Ph.D.
    
    
    226,174,532
    
    
    
    1,888,088David A. Lieberman
    
    
    218,698,856
    
    
    
    9,363,763Richard C. Pfenniger, Jr.
    
    
    183,457,766
    
    
    
    44,604,854Bertram Pitt, M.D.
    
    
    203,244,532
    
    
    
    24,818,087Zachariah P. Zachariah, M.D.
    
    
    226,176,478
    
    
    
    1,886,142
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Item 6
 Exhibits
 Exhibits
 31.1
    
    
    Certification of the Chief Executive Officer
pursuant to Exchange Act Rules 13a-14(a).
    
    Filed herewith.31.2
    
    
    Certification of the Chief Financial Officer
pursuant to Exchange Act Rules 13a-14(a).
    
    Filed herewith.32
    
    
    Certification of the Chief Executive Officer and
Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002.
    
    Filed herewith.
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Signature
  IVAX CorporationDate: November 8, 2005
    By:
    /s/ Thomas E. BeierThomas E. BeierSenior Vice President-Finance
Chief Financial Officer 46




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EXHIBIT INDEX
 EXHIBIT NUMBER
    
    DESCRIPTION OF DOCUMENT31.1
    
    Certification of the Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a).31.2
    
    Certification of the Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a).32
    
    Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 47