8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of report (Date of earliest event reported):

January 18, 2013

INVACARE CORPORATION

(Exact name of Registrant as specified in its charter)

Ohio	001-15103	95-2680965
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification Number)

One Invacare Way, P.O. Box 4028, Elyria, Ohio 44036

(Address of principal executive offices, including zip code)

(440) 329-6000

(Registrant’s telephone number, including area code)

———————————————————————————————— 

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

————————————————————————————————————

Item 2.01. Completion of Acquisition or Disposition of Assets.

On January 18, 2013, Invacare Corporation (the “Company”) completed the sale (the “Transaction”) of all of the issued and outstanding capital stock of Invacare Supply Group, Inc. (“ISG”) to AssuraMed, Inc. (the “Purchaser”). The Transaction was completed pursuant to the Share Purchase Agreement, dated December 21, 2012, among the Company, ISG and the Purchaser (the “Purchase Agreement”).

Upon the closing of the Transaction, the net purchase price paid to the Company was approximately $150.8 million in cash following the application of certain closing adjustments required by the Purchase Agreement. The Company estimates net proceeds from the Transaction of approximately $146.6 million, net of expenses.

At the closing of the Transaction, the parties entered into a supply agreement and a transition services agreement to provide certain transitional services with respect to the ISG business following the Transaction. In addition, at closing, the parties entered into a Non-Competition, Non-Solicitation and Confidentiality Agreement (the "Non-Compete Agreement") pursuant to which the Company agreed, for a period of five years (i) not to compete in the sale, marketing or distribution of products intended for certain defined disease or therapeutic markets that would compete with the ISG business, subject to certain enumerated exceptions for the businesses currently conducted by the Company, and (ii) not to solicit customers or employees of ISG (or any of its direct or indirect parent or subsidiary entities, including the Purchaser) away from it. The Non-Compete agreement clarifies that the Company can continue to solicit, market and sell to ISG's customers and other customers, the Company's enumerated non-restricted products subject to limitations on the Company's growth of direct-to-customer sales of certain disposable products.

Neither the Company nor any of its affiliates have had a material relationship with the Purchaser, other than in respect of the Purchase Agreement.

The foregoing summary is qualified in its entirety by reference to the full text of the Purchase Agreement, which is attached as Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission on December 21, 2012 and incorporated herein by reference.

The unaudited pro forma condensed combined financial information of the Company giving effect to the Transaction, together with the related notes thereto, is attached hereto as Exhibit 99.1.

Item 7.01. Regulation FD Disclosure.

On January 18, 2013, the Company issued a press release announcing the completion of its sale of ISG. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(b) Pro Forma Financial Information.

Unaudited pro forma condensed combined financial information of the Company required by Article 11 of Regulation S-X is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

(d) Exhibits.

Exhibit Number	Description of Exhibit
99.1	Unaudited pro forma condensed combined financial information.
99.2	Press Release, dated January 18, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	INVACARE CORPORATION
	(Registrant)
Date: January 22, 2013	By:	/s/    Robert K. Gudbranson
	Name:	Robert K. Gudbranson
	Title:	Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Description of Exhibit
99.1	Unaudited pro forma condensed combined financial information.
99.2	Press Release, dated January 18, 2013.

EX-99.1

Exhibit 99.1

INVACARE CORPORATION AND SUBSIDIARIES

Unaudited Pro Forma Condensed Combined Financial Information

The unaudited pro forma condensed combined financial statements are derived from the historical consolidated financial statements of Invacare Corporation (the “Company”) and give effect to the disposition of Invacare Supply Group (“ISG”). The unaudited pro forma condensed combined balance sheet at September 30, 2012 gives effect to the adjustments for the ISG disposition as if the transaction was completed on September 30, 2012. The unaudited pro forma condensed combined statements of comprehensive income (loss) for the nine-month period ended September 30, 2012 and the year ended December 31, 2011 give effect to the adjustments for the ISG disposition as if the transaction had been completed on January 1, 2011. The ISG historical amounts are presented according to accounting principles generally accepted in the United States (U.S. GAAP) and include certain pro forma adjustments. The notes to the balance sheet and statements of comprehensive income (loss) describe the transaction and adjustments applicable to each.

The purchase price allocation of the ISG disposition reflected in these unaudited pro forma condensed combined financial statements is preliminary and has been based on preliminary estimates of the book value of assets and liabilities ultimately sold. Accordingly, the gain on sale reflected in these unaudited pro forma condensed combined financial statements is preliminary and is estimated based on the pro forma balance sheet as of September 30, 2012. As a result, the unaudited pro forma condensed combined financial information presented herein is subject to change and may differ from the final results based upon the final purchase price allocation. The determination of the final purchase price allocation and resulting gain on sale will be based on the actual valuation of the assets and liabilities of ISG that exist as of the date of completion of the disposition and will be reflected and disclosed in the Company's financial statements for the quarter ended March 31, 2013.

We have made, in our opinion, all significant necessary adjustments that can be factually supported to reflect the effect of the disposition. The unaudited condensed combined pro forma financial information is presented for informational purposes only. The unaudited condensed combined pro forma financial statements do not purport to represent what the actual results of operations or financial position would have been if the disposition of ISG as described above had occurred on the dates indicated or to project our results of operations or financial position for any future period.

The following unaudited condensed combined pro forma financial information should be read in conjunction with:

(a) Invacare Corporation's consolidated financial statements and notes thereto and management's discussion and analysis for the year ended December 31, 2011 included in Invacare Corporation's Form 10-K for the fiscal year ended December 31, 2011;

(b) Invacare Corporation's consolidated financial statements and notes thereto and management's discussion and analysis for the nine months ended September 30, 2012, included in Invacare Corporation's Form 10-Q for the fiscal quarter ended September 30, 2012.

INVACARE CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

at September 30, 2012

(In thousands)	Invacare as Reported (1)			ISG Historical (2)		Pro Forma Adjustments (3)				Pro Forma ISG		Pro Forma Eliminations (4)				Pro Forma Invacare (5)
Assets
Current Assets
Cash and cash equivalents	$	35,282		$	2,300	$	—			$	2,300	$	—			$	32,982
Trade receivables, net	250,059			39,222		—				39,222		—				210,837
Installment receivables, net	2,266			—		—				—		—				2,266
Inventories, net	221,619			26,147		—				26,147		—				195,472
Deferred income taxes	439			—		—				—		—				439
Other current assets	45,540			7,283		—				7,283		—				38,257
Total Current Assets	555,205			74,952		—				74,952		—				480,253
Other Assets	41,824			—		—				—		—				41,824
Other Intangibles	73,360			—		—				—		—				73,360
Property and Equipment, net	122,633			1,496		—				1,496		—				121,137
Goodwill	472,704			23,073		—				23,073		—				449,631
Total Assets	$	1,265,726		$	99,521	$	—			$	99,521	$	—			$	1,166,205
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	146,804		$	8,630	$	5,228		(A)	$	13,858	$	—			$	132,946
Accrued expenses	131,229			4,560		246			(B)	4,806		—				126,423
Accrued income taxes	849			—		4,086			(C)	4,086		3,746			(F)	509
Short-term debt and current maturities of long-term obligations	739			—		—				—		—				739
Total Current Liabilities	279,621			13,190		9,560				22,750		3,746				260,617
Long-Term Debt	250,449			—		—				—		(146,600		)	(G)	103,849
Other Long-Term Obligations	120,514			—		—				—		—				120,514
Shareholders’ Equity
Preferred Shares (Authorized 300 shares; none outstanding)	—			—		—				—		—				—
Common Shares (Authorized 100,000 shares; 33,950 issued and outstanding in 2012)—no par	8,500			—		—				—		—				8,500
Class B Common Shares (Authorized 12,000 shares; 1,085 issued and outstanding in 2012)—no par	272			—		—				—		—				272
Additional paid-in-capital	226,743			62,843		(11,053		)	(D)	51,790		51,790			(H)	226,743
Retained earnings	372,237			23,488		1,493			(E)	24,981		91,064			(H)	438,320
Accumulated other comprehensive earnings	100,203			—		—				—		—				100,203
Treasury shares	(92,813		)	—		—				—		—				(92,813		)
Total Shareholders’ Equity	615,142			86,331		(9,560		)		76,771		142,854				681,225
Total Liabilities and Shareholders’ Equity	$	1,265,726		$	99,521	$	—			$	99,521	$	—			$	1,166,205

INVACARE CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

Nine Months Ended September 30, 2012

	Invacare as Reported (1)			ISG Historical (2)			Pro Forma Adjustments (3)				Pro Forma ISG				Pro Forma Eliminations (4)				Pro Forma Invacare (6)
	(In thousands, except per share data)
Net sales	$	1,341,470		$	246,434		$	—			$	246,434			$	—			$	1,095,036
Cost of products sold	974,380			217,172			—				217,172				—				757,208
Gross Profit	367,090			29,262			—				29,262				—				337,828
Selling, general and administrative expenses	330,589			21,874			(512		)	(L)	21,362				—				309,227
Charges related to restructuring activities	3,722			(20		)	—				(20		)		—				3,742
Loss on debt extinguishment including debt finance charges and associated fees	312			—			—				—				—				312
Interest expense	4,295			2,372			(4,543		)	(I)	(2,171		)	(K)	—				6,466
Interest income	(698		)	(88		)	(524		)	(J)	(612		)		—				(86		)
Earnings before Income Taxes	28,870			5,124			5,579				10,703				—				18,167
Income taxes	19,750			—			4,086			(C)	4,086				(3,746		)	(F)	19,410
Net Earnings (loss)	$	9,120		$	5,124		$	1,493		(E)	$	6,617			$	3,746			$	(1,243	)
Net Earnings (loss) per Share—Basic	$	0.29		$	0.16		$	0.05			$	0.21			$	0.12			$	(0.04	)
Weighted Average Shares Outstanding—Basic	31,838			31,838			31,838				31,838				31,838				31,838
Net Earnings (loss) per Share—Assuming Dilution	$	0.29		$	0.16		$	0.05			$	0.21			$	0.12			$	(0.04	)
Weighted Average Shares Outstanding—Assuming Dilution	31,847			31,847			31,847				31,847				31,847				31,838
Net Earnings	$	9,120		$	5,124		$	1,493			$	6,617			$	3,746			$	(1,243	)
Other comprehensive income (loss):
Foreign currency translation adjustments	(24,288		)	—			—				—				—				(24,288		)
Defined Benefit Plans:
Amortization of prior service costs and unrecognized gains (losses)	136			—			—				—				—				136
Amounts arising during the year, primarily due to the addition of new participants	(168		)	—			—				—				—				(168		)
Deferred tax adjustment resulting from defined benefit plan activity	13			—			—				—				—				13
Valuation reserve (reversal) associated with defined benefit plan activity	(17		)	—			—				—				—				(17		)
Current period unrealized gain (loss) on cash flow hedges	(276		)	—			—				—				—				(276		)
Deferred tax benefit (loss) related to unrealized gain (loss) on cash flow hedges	(73		)	—			—				—				—				(73		)
Other Comprehensive Income (Loss)	(24,673		)	—			—				—				—				(24,673		)
Comprehensive Income (Loss)	$	(15,553	)	$	5,124		$	1,493			$	6,617			$	3,746			$	(25,916	)

INVACARE CORPORATION AND SUBSIDIARIES

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF COMPREHENSIVE INCOME (LOSS)

Twelve Months Ended December 31, 2011

	Invacare as Reported (1)			ISG Historical (2)			Pro Forma Adjustments (3)				Pro Forma ISG				Pro Forma Eliminations (4)				Pro Forma Invacare (6)
	(In thousands, except per share data)
Net sales	$	1,801,130		$	299,491		$	—			$	299,491			$	—			$	1,501,639
Cost of products sold	1,282,652			262,157			—				262,157				—				1,020,495
Gross Profit	518,478			37,334			—				37,334				—				481,144
Selling, general and administrative expenses	422,099			25,950			(385		)	(L)	25,565				—				396,534
Charges related to restructuring activities	10,593			336			—				336				—				10,257
Loss on debt extinguishment including debt finance charges and associated fees	24,200			—			—				—				—				24,200
Asset write-downs related to goodwill, intangible assets and investments	49,480			—			—				—				—				49,480
Interest expense	7,963			3,277			(5,639		)	(I)	(2,362		)	(K)	—				10,325
Interest income	(1,444		)	(231		)	(700		)	(J)	(931		)		—				(513		)
Earnings before Income Taxes	5,587			8,002			6,724				14,726				—				(9,139		)
Income taxes	9,700			—			5,474			(C)	5,474				(5,154		)	(F)	9,380
Net Earnings (loss)	$	(4,113	)	$	8,002		$	1,250			$	9,252			$	5,154			$	(18,519	)
Net Earnings (loss) per Share—Basic	$	(0.13	)	$	0.25		$	0.04			$	0.29			$	0.16			$	(0.58	)
Weighted Average Shares Outstanding—Basic	31,958			31,958			31,958				31,958				31,958				31,958
Net Earnings (loss) per Share—Assuming Dilution	$	(0.13	)	$	0.25		$	0.04			$	0.29			$	0.16			$	(0.58	)
Weighted Average Shares Outstanding—Assuming Dilution	31,958			31,958			31,958				31,958				31,958				31,958
Net Earnings	$	(4,113	)	$	8,002		$	1,250			$	9,252			$	5,154			$	(18,519	)
Other comprehensive income (loss):
Foreign currency translation adjustments	14,440			—			—				—				—				14,440
Defined Benefit Plans:
Amortization of prior service costs and unrecognized gains (losses)	(851		)	—			—				—				—				(851		)
Amounts arising during the year, primarily due to the addition of new participants	(2,048		)	—			—				—				—				(2,048		)
Deferred tax adjustment resulting from defined benefit plan activity	702			—			—				—				—				702
Valuation reserve (reversal) associated with defined benefit plan activity	(252		)	—			—				—				—				(252		)
Current period unrealized gain (loss) on cash flow hedges	305			—			—				—				—				305
Deferred tax benefit (loss) related to unrealized gain (loss) on cash flow hedges	(51		)	—			—				—				—				(51		)
Other Comprehensive Income (Loss)	12,245			—			—				—				—				12,245
Comprehensive Income (Loss)	$	8,132		$	8,002		$	1,250			$	9,252			$	5,154			$	(6,274	)

NOTES TO PRO FORMA FINANCIAL STATEMENTS

Note 1. Estimated Net Proceeds (in thousands)

Net cash purchase price per the Share Purchase Agreement	$	150,800
Estimated transaction costs	(4,200		)
Estimated net proceeds on sale	$	146,600

Transaction costs noted above include the professional fees associated with the sale of ISG and include an estimate of expenses, primarily professional fees, to be recognized as a result of the divestiture. The Company intends to utilize the net proceeds to pay down debt.

Note 2. Preliminary Gain on Disposition (in thousands)

Based on the September 30, 2012 pro forma balance sheet for ISG, the estimated book gain on disposal is approximately $69.8 million.

Estimated Net Proceeds on Sale	$	146,600
Total Assets	99,521
Current Liabilities	(22,750		)
Less: Estimated Net Assets	$	76,771
Estimated Gain on Disposition	$	69,829

Note 3. Pro Forma Statements

The following are descriptions of the various columns of data, labeled (1) through (4), which have been reflected in the accompanying Unaudited Pro Forma Condensed Combined Balance Sheet and Unaudited Pro Forma Condensed Combined Statement of Comprehensive Income (Loss):

1) Represents Invacare historical financial statements as reported in the Company's Form 10-K filing for the twelve months ended December 31, 2011 and the Form 10-Q filing for the nine months ended September 30, 2012.

2) Represents ISG's historical financial results as consolidated in the Company's Form 10-K filing for the twelve months ended December 31, 2011 and the Form 10-Q filing for the nine months ended September 30, 2012.

3) Represents pro forma adjustments to ISG results determined in accordance with Regulation S-X and preliminary disposition adjustments.

4) Represents pro forma eliminations, considering historical elimination of investments and paid in capital.

5) Represents "Invacare as Reported" less "Pro Forma ISG" plus "Pro Forma Eliminations".

6) Represents "Invacare as Reported" less "Pro Forma ISG" less "Pro Forma Eliminations".

Note 4. Pro Forma Adjustments

The following are descriptions for the pro forma disposition related adjustments, labeled (A) through (L), which have been reflected in the accompanying Unaudited Pro Forma Condensed Combined Balance Sheet and Unaudited Pro Forma Condensed Combined Statements of Comprehensive Income (Loss):

(A) Transfer of outstanding ISG accounts payable balance of $5,228,000 from the Company to ISG . Offset to this transfer is charged through equity (Adjustment D).

(B) Transfer of ISG management bonus accrual of $246,000 from the Company to ISG. Offset to this transfer is charged to equity (Adjustment D) as the bonus expense related to the accrual was reflected in the ISG Historical results.

(C) Adjustment to record federal tax effect of historical and pro forma adjustments for ISG at the U.S. statutory tax rate of 35%. Tax expense of $4,086,000 is calculated on ISG's pro forma earnings before income tax of $10,703,000 for the nine months ended September 30, 2012. The pro forma earnings before income taxes for the nine months ended September 30, 2012 include the ISG historical earnings before income taxes of $5,124,000 and the earnings before income tax benefit of Adjustments (I), (J) and (L) as defined below. The 2011 tax expense of $5,474,000 is calculated on ISG's pro forma earnings before income tax of $14,726,000 for the twelve months ended December 31, 2011. The pro forma earnings before income taxes for the twelve months ended December 31, 2011 include the ISG historical earnings before income taxes of $8,002,000 and the earnings before income tax benefit of Adjustments (I), (J) and (L) as defined below. In addition, an adjustment for state tax expense applicable to ISG of $340,000 for the nine months ended September 30, 2012 and $320,000 for the twelve months ended December 31, 2011, is reflected in Income Taxes.

(D) Represents the offset to Adjustments (A), (B), (I), (J) and (L) which have effectively been reclassified to equity as a return of capital on the pro forma condensed balance sheet.

(E) Represents the net earnings impact of Adjustments (C), (I), (J) and (L) as reflected in Column 3 on the Pro Forma Condensed Combined Statement of Comprehensive Income (Loss) for the nine months ended September 30, 2012.

(F) Represents an elimination entry to record the impact of income tax valuation reserves for the Company related to Adjustment (C) for federal income taxes for ISG since the Company is in a cumulative loss position and, as such, current tax expense is offset by income tax valuation reserves.

(G) Adjustment to reflect anticipated debt pay down with the net proceeds from disposition ($146,600,000 as described in Note 1).

(H) Adjustment to eliminate equity and intercompany accounts at disposition. In addition, the Company's pro forma retained earnings reflects the gain on disposition (as noted in Note 2) of $69,829,000.

(I) Adjustment to reverse intercompany interest expense allocation which was charged to ISG from the Company based on net assets of ISG ($4,543,000 for the nine months ended September 30,

2012; $5,639,000 for the twelve months ended December 31, 2011). Since the Company is not contractually obligated to pay down bank debt with the proceeds from the sale, this interest allocation is reversed.

(J) Adjustment to reflect ISG interest income recognized by the Company related to ISG's supplier payments via a credit card program which was not historically directly allocated to the reportable segment ($524,000 for the nine months ended September 30, 2012; $700,000 for the twelve months ended December 31, 2011).

(K) Represents supplier prompt payment discounts which the Company has historically offset against interest expense as the Company borrows the funds necessary to pay the suppliers in order to receive this discount. This income is directly attributable to ISG suppliers and on disposition of ISG, this income will be eliminated from the Company ($2,171,000 for the nine months ended September 30, 2012; $2,362,000 for the twelve months ended December 31, 2011).

(L) Adjustment to reverse Selling, General and Administrative expense historically allocated from the Company to ISG which will not be eliminated upon the disposition of ISG ($512,000 for the nine months ended September 30, 2012; $385,000 for the twelve months ended December 31, 2011).

EX-99.2

Exhibit 99.2

CONTACTS:

Lara Mahoney

Director of Investor Relations and Corporate Communications, Invacare Corporation

440-329-6393

Kevin Gehrt

Vice President - Human Resources & Communications, AssuraMed

330-963-6998 Ext: 3210; media@assuramed.com

INVACARE CORPORATION COMPLETES SALE OF MEDICAL SUPPLIES BUSINESS TO ASSURAMED

Elyria, Ohio (January 18, 2013) - Invacare Corporation (NYSE: IVC) announced today that it has completed the sale of its Invacare Supply Group (ISG) medical supplies business to AssuraMed of Twinsburg, Ohio, a leader in wholesale and home-delivered medical supplies across the United States, for a purchase price of approximately $150.8 million in cash, which is subject to final post-closing adjustments. Invacare estimates net proceeds from the sale of approximately $146.6 million, net of expenses.

This transaction is consistent with Invacare's globalization strategy, allowing the Company to focus on its core equipment product lines. In line with its prior announcement of the transaction, the Company intends to use the proceeds from the sale to reduce debt outstanding under its revolving credit facility. The Company expects that this will better position it to accelerate new product development with selective acquisitions after it has completed its previously announced quality systems remediation at its corporate and manufacturing facilities in Elyria, Ohio.

The Company expects to file a Form 8-K containing unaudited pro forma condensed combined financial statements with the Securities and Exchange Commission on Tuesday, January 22, 2013, which will reflect the effects of the disposition of ISG.

About Invacare Corporation

Invacare Corporation (NYSE:IVC), headquartered in Elyria, Ohio, is the global leader in the manufacture and distribution of innovative home and long-term care medical products that promote recovery and active lifestyles. The Company has 6,000 associates and markets its products in approximately 80 countries around the world. For more information about Invacare and its products, visit Invacare's website at www.invacare.com.

Invacare Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Terms such as “will,” “should,” “could,” “plan,” “intend,” “expect,” “continue,” “believe” and “anticipate,” as well as similar comments, are forward-looking in nature that are subject to inherent uncertainties that are difficult to predict. Actual results and events may differ significantly from those expressed or anticipated as a result of risks and uncertainties, which include, but are not limited to, the following: compliance costs, limitations on the design, production

and/or distribution of Invacare's products, inability to bid on orwin certain contracts, or other adverse effects of the FDA consent decree of injunction; unforeseen circumstances that might delay or adversely impact the results of the third party expert certification audits or FDA inspections of Invacare's quality systems at the impacted Elyria, Ohio, facilities; the failure or refusal of customers or healthcare professionals to sign necessary certification forms required by the exceptions to the consent decree; adverse changes in government and other third-party payor reimbursement levels and practices both in the U.S. and in other countries (such as, for example, more extensive pre-payment reviews and post-payment audits by payors, or the Medicare national competitive bidding program covering nine metropolitan statistical areas that started in 2011 and an additional 91 metropolitan statistical areas beginning in July 2013), impacts of the U.S. Affordable Care Act that was enacted in 2010 (such as, for example, the expected annual impact on Invacare of the excise tax beginning in 2013 on certain medical devices and Invacare's ability to successfully offset such impact); legal actions, regulatory proceedings or Invacare's failure to comply with regulatory requirements or receive regulatory clearance or approval for Invacare's products or operations in the United States or abroad; product liability claims; exchange rate or tax rate fluctuations; inability to design, manufacture, distribute and achieve market acceptance of new products with greater functionality or lower costs or new product platforms that deliver the anticipated benefits of Invacare's globalization strategy; consolidation of health care providers; lower cost imports; uncollectible accounts receivable; difficulties in implementing/upgrading Enterprise Resource Planning systems; risks inherent in managing and operating businesses in many different foreign jurisdictions; ineffective cost reduction and restructuring efforts; potential product recalls; possible adverse effects of being leveraged, including interest rate or event of default risks (particularly as might result from impact of the FDA consent decree); decreased availability or increased costs of materials which could increase Invacare's costs of producing or acquiring Invacare's products, including possible increases in commodity costs or freight costs; heightened vulnerability to a hostile takeover attempt arising from depressed market prices for Company shares; provisions of Ohio law or in Invacare's debt agreements, shareholder rights plan or charter documents that may prevent or delay a change in control, as well as the risks described from time to time in Invacare's reports as filed with the Securities and Exchange Commission. Except to the extent required by law, we do not undertake and specifically decline any obligation to review or update any forward-looking statements or to publicly announce the results of any revisions to any of such statements to reflect future events or developments or otherwise.