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):

April 21, 2015

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)

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(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))

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Item 1.01.    Entry into a Material Definitive Agreement.

On April 22, 2015, Invacare Corporation (the “Company”) entered into a First Amendment to Revolving Credit and Security Agreement (the “Amendment”), by and among the Company, the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto, and PNC Bank, National Association, as agent for the Lenders, which amended the Revolving Credit and Security Agreement, dated as of January 16, 2015, by and among the Company and the other parties named therein (the “Credit Agreement”).

The Amendment provides for technical amendments to the Credit Agreement, including: (1) revising various provisions of the Credit Agreement to allow the Company to issue letters of credit denominated in foreign currencies other than those originally contemplated under the Credit Agreement; and (2) amending certain covenants in the Credit Agreement to permit the Company (i) to make a single acquisition of assets of a third-party for cash consideration not to exceed $500,000 on or before September 30, 2015 and (ii) to accept surrenders of Company shares by employees to facilitate the payment of tax withholding obligations in connection with employee equity compensation.

The foregoing description of the Amendment is a summary and is qualified in its entirety by reference to the full text of the Amendment, which is attached to this Current Report on Form 8‑K as Exhibit 10.1 and is incorporated by reference into this Item 1.01.

Item 2.02.    Results of Operations and Financial Condition.

On April 23, 2015, the Company issued a press release regarding its financial results for the three months endedMarch 31, 2015. The press release is furnished herewith as Exhibit 99.1.

The attached press release contains certain non-GAAP financial measures, which are further described therein. In the press release, the Company has provided a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measure.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 21, 2015, the Company notified John M. Remmers, the Company’s Executive Vice President and General Manager of North America and Global Product Development, of the termination of his employment with the Company, effective as of that date. In accordance with the terms of the Employment Agreement between Mr. Remmers and the Company, dated November 20, 2014 (the “Employment Agreement”), and the other Company executive compensation arrangements in which Mr. Remmers participated, in connection with the termination:

• Mr. Remmers’ employment with the Company terminated effective April 21, 2015 and, in lieu of the 30 days’ notice contemplated under the Employment Agreement, the Company will pay Mr. Remmers his regular salary during the 30 day period following termination (the “Notice Period”).

• Mr. Remmers will be entitled to the continuation of his regular salary (which salary is $437,000 annually) for (i) an initial period of nine months following the end of the Notice Period and (ii) if Mr. Remmers has not commenced other employment, for an additional period of up to six months following the initial period, to be determined on a month-to-month basis based upon whether Mr. Remmers has commenced other employment.

• Mr. Remmers will be entitled to continue his health care benefits coverage after termination by enrolling in COBRA coverage, which will be available at discounted rates for the first six months following termination.

• All unvested restricted stock and performance shares awarded to Mr. Remmers were immediately forfeited upon his termination. All unvested portions of any stock option awarded to Mr. Remmers terminated and expired as of his termination. Any vested portions of the stock options will remain exercisable for 90 days following termination, to the extent provided in the applicable award agreement.

• Mr. Remmers’ participation in the Company’s death benefit only insurance plan, and further participation as an active employee under the Company’s retirement benefit plans, ceased as of his termination and he will not be entitled to any additional benefit accruals under the retirement benefit plans.

Under the Employment Agreement, in order for Mr. Remmers to receive the salary continuation payments described in the second bullet above, he must agree, on or before May 21, 2015, to a general release of claims against the Company.

The foregoing summary of certain terms and conditions of the Employment Agreement is qualified in its entirety by reference to the full text of the agreement, which is attached as Exhibit 10(y) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, and which is incorporated by reference into this Item 5.02.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.
Exhibit Number	Description of Exhibit
10.1	First Amendment to Revolving Credit and Security Agreement, dated as of April 22, 2015, by and among the Company, the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto, and PNC Bank, National Association, as agent for the Lenders.
99.1	Press Release, dated April 23, 2015, regarding financial results for the three months ended March 31, 2015.

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: April 23, 2015	By:	/s/ Robert K. Gudbranson
	Name:	Robert K. Gudbranson
	Title:	Senior Vice President and Chief Financial Officer

Exhibit Index

Exhibit Number	Description of Exhibit
10.1	First Amendment to Revolving Credit and Security Agreement, dated as of April 22, 2015, by and among the Company, the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto, and PNC Bank, National Association, as agent for the Lenders.
99.1	Press Release, dated April 23, 2015, regarding financial results for the three months ended March 31, 2015.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO

REVOLVING CREDIT AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO REVOLVING CREDIT AND SECURITY AGREEMENT (this "Amendment") dated as of April 22, 2015, is made by and among the BORROWERS party hereto (the "Borrowers"), the GUARANTORS party hereto (the "Guarantors", the financial institutions party hereto as LENDERS (collectively, "Lenders" and each individually a "Lender") and PNC BANK, NATIONAL ASSOCIATION ("PNC"), as agent for Lenders (PNC, in such capacity, "Agent").

WITNESSETH:

WHEREAS, the Borrowers, the Guarantors, the Lenders and the Agent are parties to that certain Revolving Credit and Security Agreement dated as of January 16, 2015 (the "Credit Agreement"); and

WHEREAS, the Borrowers and the Guarantors have requested the Lenders to make certain amendments and other accommodations to the Credit Agreement as more fully set forth herein. The Lenders have agreed to such amendments and accommodations, subject to the terms and conditions set forth in this Amendment.

NOW THEREFORE, the parties hereto, in consideration of their mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, covenant and agree as follows:

1.Recitals. The foregoing recitals are incorporated herein by reference.

2.Defined Terms. Capitalized terms not otherwise defined in this Amendment have the meanings given to them in the Credit Agreement.

3.Amendment of Section 1.2 - Added Definitions. The following definitions are hereby added in Section 1.2 of the Credit Agreement in their appropriate alphabetical positions:

Computation Date shall have the meaning specified in Section 2.25 hereof.

Dollar Equivalent shall mean, with respect to any amount of any currency, as of any Computation Date, the Equivalent Amount of such currency expressed in Dollars.

Equivalent Currency shall have the meaning specified in the definition of Equivalent Amount.

Euro shall refer to the lawful currency of the Participating Member States.

Optional Currency shall mean the following lawful currencies: British Pounds Sterling, Euro and any other currency approved by Agent

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and all of the Lenders pursuant to Section 2.26(c). Subject to Section 2.26 each Optional Currency must be the lawful currency of the specified country.

Participating Member States shall mean any member State of the European Communities that adopts or has adopted the euro as its lawful currency in accordance with legislation of the European Community relating to Economic and Monetary Union.

Permitted Acquisition shall mean a single acquisition by a Borrower of substantially all of the assets of another Person or of a business or division of another Person (but not the ownership interests in such Person) on or before September 30, 2015 for cash consideration of not more than $500,000 (exclusive of the offset of amounts owed by such Person to one or more Borrowers or their Subsidiaries); provided that (i) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such acquisition, (ii) the business acquired shall be reasonably related to one or more line or lines of business conducted by the Borrowers and shall comply with Section 5.19, (iii) the Borrower making such acquisition shall grant Liens in the assets acquired from such Person on or before the date of such acquisition, and (iv) the board of directors or other equivalent governing body of such Person shall have approved such acquisition.

Reference Currency shall have the meaning specified in the definition of Equivalent Amount.

Relevant Interbank Market shall mean in relation to Euro, British Pounds Sterling, Japanese Yen or Swiss Francs, the London Interbank Market, and in relation to any other currencies, the applicable offshore interbank market. Notwithstanding the foregoing, the references to the currencies listed in this definition shall only apply if such currencies are or become available as Optional Currencies in accordance with the terms hereof.

4.Amendment of Section 1.2 - Restated Definitions. The following definitions contained in Section 1.2 of the Credit Agreement are hereby amended and restated in their entirety as follows:

Equivalent Amount shall mean, at any time, as determined by Agent (which determination shall be conclusive absent manifest error), with respect to an amount of any currency (the "Reference Currency") which is to be computed as an equivalent amount of another currency (the "Equivalent Currency"), the amount of such Equivalent Currency converted from such Reference Currency at Agent's rate (based on the

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market rates then prevailing and available to Agent) for such Equivalent Currency for such Reference Currency at a time determined by Agent on the second Business Day immediately preceding the event for which such calculation is made.

Issuer shall mean (i) Agent in its capacity as the issuer of Letters of Credit under this Agreement, (ii) JPMorgan in its capacity as issuer of Letters of Credit under this Agreement and (iii) any other Lender which Agent in its discretion shall designate as the issuer of and cause to issue any particular Letter of Credit under this Agreement in place of Agent as issuer.

Maximum Undrawn Amount shall mean, with respect to any outstanding Letter of Credit as of any date, the amount of such Letter of Credit (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount of such Letter of Credit) that is or may become available to be drawn, including all automatic increases provided for in such Letter of Credit, whether or not any such automatic increase has become effective.

5.Amendment of Section 1.2 - Subsection (K) of the Definition of Permitted Investments. Subsection (K) of the definition of Permitted Investments contained in Section 1.2 of the Credit Agreement is hereby amended and restated in its entirety as follows:

(K)Investments by the Company and its Subsidiaries in their respective Subsidiaries and Investments by non-Loan Party Subsidiaries in Loan Parties, in each case in the Ordinary Course of Business and consistent with past practice; providedfurther, that the amount of investments by Loan Parties in non-Loan Party Subsidiaries made after the Closing Date (including in the form of intercompany Indebtedness (y) owed to one or more of the Loan Parties by a non-Loan Party Subsidiary and (z) owed to one or more non-Loan Party Subsidiaries by a Loan Party pursuant to clause (D) of the definition of Permitted Indebtedness) shall not exceed $15,000,000 in the aggregate at any time outstanding;

6.Amendment of Article 1 - Definitions. Article 1 of the Credit Agreement is hereby amended by adding the following new Section 1.5 immediately below Section 1.4 of the Credit Agreement:

1.5Currency Calculations. All financial statements and Officer's Certificates shall be set forth in Dollars. For purposes of preparing the financial statements, calculating financial covenants and determining compliance with covenants expressed in Dollars, Optional Currencies shall be converted to Dollars in accordance with GAAP.

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7.Amendment of Section 2.1 - Revolving Advances. Section 2.1 of the Credit Agreement is hereby amended by replacing each instance of the phrase "Equivalent Amount" with the phrase "Dollar Equivalent amount".

8.Amendment of Section 2.2(f) - Prepayment of Euro-Rate Loans. Section 2.2(f) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(f)At its option and upon written notice given prior to 11:00 a.m. on the date of such prepayment, any Borrower may, subject to Section 2.2(g) hereof, prepay the Euro-Rate Loans in whole at any time or in part from time to time with accrued interest on the principal being prepaid to the date of such repayment. Such Borrower shall specify the date of prepayment of Advances which are Euro-Rate Loans and the amount of such prepayment. In the event that any prepayment of a Euro-Rate Loan is required or permitted on a date other than the last Business Day of the then current Interest Period with respect thereto, such Borrower shall indemnify Agent and Lenders therefor in accordance with Section 2.2(g) hereof.

9.Amendment of Section 2.10(a) - Letters of Credit. Section 2.10(a) of the Credit Agreement is hereby amended by (i) replacing the phrase "standby letters of credit denominated in Dollars" with the phrase "standby letters of credit denominated either in Dollars or an Optional Currency" and (ii) replacing the phrase "for the account of any Borrower" with the phrase "for the account of any Borrower or any Subsidiary of any Borrower".

10.Amendment of Section 2.13 - Disbursements, Reimbursement. Section 2.13 of the Credit Agreement is hereby amended and restated in its entirety as follows:

2.13Disbursements, Reimbursement.

(a)Immediately upon the issuance of each Letter of Credit, each Lender holding a Revolving Commitment shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Issuer a participation in each Letter of Credit and each drawing thereunder in an amount equal to such Lender's Revolving Commitment Percentage of the Maximum Undrawn Amount of such Letter of Credit (as in effect from time to time) and the amount of such drawing, respectively, and, in each case if the Letter of Credit was denominated in another currency in the Dollar Equivalent amount of the currency in which such Letter of Credit is issued.

(b)In the event of any request for a drawing under a Letter of Credit by the beneficiary or transferee thereof, Issuer will promptly notify Agent and Borrowing Agent. Regardless of whether Borrowing Agent shall

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have received such notice, Borrowers shall reimburse (such obligation to reimburse Issuer shall sometimes be referred to as a "Reimbursement Obligation") Issuer prior to 1:00 p.m., on each date that an amount is paid by Issuer under any Letter of Credit (each such date, a "Drawing Date") in an amount equal to the amount so paid by Issuer (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount of the amount so paid by Issuer). In the event Borrowers fail to reimburse Issuer for the full amount of any drawing under any Letter of Credit by 12:00 Noon, on the Drawing Date, Issuer will promptly notify Agent and each Lender holding a Revolving Commitment thereof, and Borrowers shall be automatically deemed to have requested that a Revolving Advance maintained as a Domestic Rate Loan in Dollars (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount equal to the amount so paid by Issuer in such other currency on the Drawing Date thereof) be made by Lenders to be disbursed on the Drawing Date under such Letter of Credit, and Lenders holding the Revolving Commitments shall be unconditionally obligated to fund such Revolving Advance (all whether or not the conditions specified in Section 8.3 are then satisfied or the commitments of Lenders to make Revolving Advances hereunder have been terminated for any reason) as provided for in Section 2.13(c) immediately below. Any notice given by Issuer pursuant to this Section 2.13(b) may be oral if promptly confirmed in writing; provided that the lack of such a confirmation shall not affect the conclusiveness or binding effect of such notice.

(c)Each Lender holding a Revolving Commitment shall upon any notice pursuant to Section 2.13(b) make available to Issuer through Agent at the Payment Office an amount in Dollars in immediately available funds equal to its Revolving Commitment Percentage (subject to any contrary provisions of Section 2.21) of the amount of the drawing (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount equal to the amount paid by the Issuer in such other currency on the Drawing Date thereof), whereupon the participating Lenders shall (subject to Section 2.13(d)) each be deemed to have made a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in that amount. If any Lender holding a Revolving Commitment so notified fails to make available to Agent, for the benefit of Issuer, the amount in Dollars of such Lender's Revolving Commitment Percentage of such amount by 2:00 p.m. on the Drawing Date, then interest shall accrue on such Lender's obligation to make such payment, from the Drawing Date to the date on which such Lender makes such payment (i) at a rate per annum equal to the Federal Funds Effective Rate during the first three (3) days following the Drawing Date, and (ii) at a rate per annum equal to the rate

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applicable to Revolving Advances maintained as a Domestic Rate Loan on and after the fourth day following the Drawing Date. Agent and Issuer will promptly give notice of the occurrence of the Drawing Date, but failure of Agent or Issuer to give any such notice on the Drawing Date or in sufficient time to enable any Lender holding a Revolving Commitment to effect such payment on such date shall not relieve such Lender from its obligations under this Section 2.13(c), provided that such Lender shall not be obligated to pay interest as provided in Section 2.13(c)(i) and Section 2.13(c)(ii) until and commencing from the date of receipt of notice from Agent or Issuer of a drawing.

(d)With respect to any unreimbursed drawing that is not converted into a Revolving Advance maintained as a Domestic Rate Loan to Borrowers in whole or in part as contemplated by Section 2.13(b), because of Borrowers' failure to satisfy the conditions set forth in Section 8.3 hereof (other than any notice requirements) or for any other reason, Borrowers shall be deemed to have incurred from Agent a borrowing (each a "Letter of Credit Borrowing") in Dollars in the amount of such drawing (and, if the Letter of Credit was denominated in another currency, in the Dollar Equivalent amount equal to the amount paid by the Issuer in such other currency on the Drawing Date thereof). Such Letter of Credit Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the rate per annum applicable to a Revolving Advance maintained as a Domestic Rate Loan. Each applicable Lender's payment to Agent pursuant to Section 2.13(c) shall be deemed to be a payment in respect of its participation in such Letter of Credit Borrowing and shall constitute a "Participation Advance" from such Lender in satisfaction of its Participation Commitment in respect of the applicable Letter of Credit under this Section 2.13.

(e)Each applicable Lender's Participation Commitment in respect of the Letters of Credit shall continue until the last to occur of any of the following events: (x) Issuer ceases to be obligated to issue or cause to be issued Letters of Credit hereunder; (y) no Letter of Credit issued or created hereunder remains outstanding and uncancelled; and (z) all Persons (other than Borrowers) have been fully reimbursed for all payments made under or relating to Letters of Credit.

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11.Amendment of Section 2.19 - Mandatory Prepayments. Section 2.19 of the Credit Agreement is hereby amended by adding the following new subsection (d) immediately below subsection (c) of Section 2.19 of the Credit Agreement:

(d)If on any Computation Date the aggregate principal amount of Revolving Advances plus Swing Loans outstanding at any time exceeds the lesser of (a) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit or (b) the Formula Amount (without deduction of Swing Loans) as a result of a change in exchange rates between one (1) or more Optional Currencies and Dollars, then the Agent shall notify the Borrowing Agent of the same. The Borrowers shall pay or prepay (subject to Borrowers' indemnity obligations under Section 2.2(g)) within one (1) Business Day after receiving such notice such that the aggregate principal amount of Revolving Advances plus Swing Loans outstanding shall not exceed the lesser of (a) the Maximum Revolving Advance Amount less the aggregate Maximum Undrawn Amount of all issued and outstanding Letters of Credit or (b) the Formula Amount (without deduction of Swing Loans) after giving effect to such payments or prepayments.

12.Amendment of Article 2 - Advances, Payments. Article 2 of the Credit Agreement is hereby amended by adding the following new Sections 2.25, 2.26 and 2.27 immediately below Section 2.24 of the Credit Agreement:

2.25Periodic Computations of Dollar Equivalent Amounts of Letters of Credit Outstanding; Reimbursement Currency. For purposes of determining Revolving Facility Usage and Undrawn Availability, the Agent will determine the Dollar Equivalent amount of (i) the outstanding and proposed Letters of Credit to be denominated in an Optional Currency as of the requested date of issuance and (ii) the outstanding Letter of Credit Obligations denominated in an Optional Currency as of the last Business Day of each month (each such date under clauses (i) and (ii), and any other date on which the Agent determines it is necessary or advisable to make such computation, in its sole discretion, is referred to as a "Computation Date"). Unless otherwise provided in this Credit Agreement or agreed to by the Agent and the Borrowers, each Reimbursement Obligation shall be repaid or prepaid in Dollars.

2.26European Monetary Union.

(a)Determination In Euros Under Certain Circumstances. If (i) any Optional Currency ceases to be lawful currency of the nation issuing the same and is replaced by the Euro or (ii) any Optional Currency and the

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Euro are at the same time recognized by any governmental authority of the nation issuing such currency as lawful currency of such nation and the Agent or the Required Lenders shall so request in a notice delivered to the Borrowing Agent, then the amount of any Letter of Credit denominated in such Optional Currency shall be determined by translating the amount payable in such Optional Currency to the Euro at the exchange rate established by that nation for the purpose of implementing the replacement of the relevant Optional Currency by the Euro.

(b)Additional Compensation Under Certain Circumstances. The Borrowers agree, at the request of any Lender, to compensate such Lender for any loss, cost, expense or reduction in return that such Lender shall reasonably determine shall be incurred or sustained by such Lender as a result of the replacement of any Optional Currency by the Euro and that would not have been incurred or sustained but for the transactions provided for herein. A certificate of any Lender setting forth such Lender's determination of the amount or amounts necessary to compensate such Lender shall be delivered to the Borrowing Agent and shall be conclusive absent manifest error so long as such determination is made on a reasonable basis. The Borrowers shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.

(c)Requests for Additional Optional Currencies. The Borrowing Agent may deliver to the Agent a written request that Letters of Credit hereunder also be permitted to be issued in any other lawful currency (other than Dollars), in addition to the currencies specified in the definition of "Optional Currency" herein, provided that such currency must be freely traded in the offshore interbank foreign exchange markets, freely transferable, freely convertible into Dollars and available to the Issuers in the Relevant Interbank Market. The Agent will promptly notify the Lenders of any such request promptly after the Agent receives such request. The Agent will promptly notify the Borrowing Agent of the acceptance or rejection by the Agent and each of the Issuers of the Borrowing Agent's request. The requested currency shall be approved as an Optional Currency hereunder only if the Agent and all of the Issuers approve of the Borrowing Agent's request.

2.27Indemnity. Without limitation of the obligations of the Loan Parties under Section 16.5 hereof, the Borrowers hereby agree to protect, indemnify, pay and save harmless each Issuer and any of its Affiliates from and against any and all claims, demands, liabilities, damages, taxes, penalties, interest, judgments, losses, costs, charges and expenses (including

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reasonable fees, expenses and disbursements of counsel) which such Issuer or any of its Affiliates may incur or be subject to as a consequence, direct or indirect, of the issuance of any Letter of Credit denominated in an Optional Currency or the reimbursement in Dollars of any drawing under any Letter of Credit denominated in an Optional Currency (including, without limitation, any loss arising from any foreign currency exchange transaction entered into in connection with the payment or reimbursement of such drawing), other than as a result of the gross negligence or willful misconduct of the Issuer as determined by a final non-appealable judgment of a court of competent jurisdiction.

13.Amendment of Section 3.2(a) - Letter of Credit Fees. The first sentence of Section 3.2(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Borrowers shall pay (x) to Agent, for the ratable benefit of Lenders holding Revolving Commitments, fees in Dollars for each Letter of Credit for the period from and excluding the date of issuance of same to and including the date of expiration or termination, equal to the average daily amount available to be drawn on each outstanding Letter of Credit (and, with respect to outstanding Letters of Credit denominated in another currency, in the Dollar Equivalent amount equal to the average daily amount available to be drawn in such other currency) multiplied by the Applicable Margin for Revolving Advances consisting of Euro-Rate Loans, such fees to be calculated on the basis of a 360-day year for the actual number of days elapsed and to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term, and (y) to Issuer, a fronting fee (in Dollars) of one quarter of one percent (0.25%) per annum times the average daily face amount of each outstanding Letter of Credit (and, with respect to outstanding Letters of Credit denominated in another currency, in the Dollar Equivalent amount equal to the average daily face amount of such Letters of Credit in such other currency)for the period from and excluding the date of issuance of same to and including the date of expiration or termination, to be payable quarterly in arrears on the first day of each calendar quarter and on the last day of the Term (all of the foregoing fees, the "Letter of Credit Fees").

14.Amendment of Article 3 - Interest and Fees. Article 3 of the Credit Agreement is hereby amended by adding the following new Section 3.14 immediately below Section 3.13 of the Credit Agreement:

3.14Optional Currency Not Available. If at any time the Agent shall have determined that a fundamental change has occurred in the foreign

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exchange or interbank markets with respect to any Optional Currency (including, without limitation, changes in national or international financial, political or economic conditions or currency exchange rates or exchange controls), then (i) the Agent shall notify the Borrowing Agent of any such determination, and (ii) until the Agent notifies the Borrowing Agent that the circumstances giving rise to such determination no longer exist, the availability of Letters of Credit in the affected Optional Currency shall be suspended.

15.Amendment of Section 7.1(a) - 7.1Merger, Consolidation, Acquisition and Sale of Assets. Section 7.1(a) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(a)Enter into any merger, amalgamation consolidation or other reorganization with or into any other Person or acquire all or a substantial portion of the assets or Equity Interests of any Person or permit any other Person to consolidate with or merge or amalgamate with it, except (i) any Loan Party other than the Company or any other Subsidiary that is not a Loan Party (other than the Insurance Subsidiary) may consolidate or merge into another Loan Party which is wholly-owned by one or more of the other Loan Parties so long as such Loan Party is the survivor, (ii) Excluded Subsidiaries (other than the Insurance Subsidiary) may consolidate or merge into other Excluded Subsidiaries (other than the Insurance Subsidiary), (iii) Foreign Excluded Subsidiaries not directly owned by a Loan Party may consolidate or merge into another such Foreign Excluded Subsidiary, (iv) any Subsidiary (other than the Insurance Subsidiary) may merge into the Company so long as the Company is the survivor, (v) in connection with the Proposed Reorganization, Invacare CV and Invacare Holdings may be liquidated and all of the assets of Invacare CV and Invacare Holdings transferred to Invacare International, (vi) the Permitted Acquisition, and (vii) any Subsidiary of the Company permitted to consolidate or merge with the Company or another Subsidiary of the Company pursuant to clauses (i)-(iv) above may, instead of consolidating or merging with the Company or another Subsidiary, transfer all of its assets to the Company or a Subsidiary of the type specified in clauses (i)-(iv) above, respectively, and subsequently the Subsidiary which transferred its assets may be dissolved or liquidated; for example, a Foreign Excluded Subsidiary not directly owned by a Loan Party may transfer all of its assets to another such Foreign Excluded Subsidiary, and the Foreign Excluded Subsidiary which transferred all of its assets may then be dissolved or liquidated.

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16.Amendment of Section 7.7 - Dividends. Clause (a) of Section 7.7 of the Credit Agreement is hereby amended by deleting the word "and" at the end thereof, clause (b) is hereby amended by deleting the "." at the end thereof and in its stead inserting "; and " and the following new clause (c) is hereby inserted immediately below clause (b) of Section 7.7 of the Credit Agreement:

(c)repurchases or redemptions by the Company of any Equity Interests in the Company made in connection with the surrender of shares by employees to (x) facilitate the payment by such employees of the taxes associated with compensation received by such employees under the Company's stock-based compensation plans and, (y) to satisfy the purchase price of non-qualified stock options, in an amount not to exceed $1,000,000 in the aggregate (for both (x) and (y)) in any fiscal year; provided that prior to and after giving effect to such repurchases or redemptions no Default or Event of Default exists or is continuing.

17.Amendment of Section 8.3 - Conditions to Each Advance. Section 8.3 of the Credit Agreement is hereby amended by adding the following new subsection (d) immediately below subsection (c) of Section 8.3 of the Credit Agreement:

(d)Letters of Credit Denominated in an Optional Currency. In the case of any Letter of Credit to be denominated in an Optional Currency, there shall not have occurred any change in national or international financial, political or economic conditions or currency exchange rates or exchange controls which in the reasonable opinion of the Agent or the Issuer would make it impracticable for such Letter of Credit to be denominated in the relevant Optional Currency.

18.Amendment of Section 9.7 - Annual Financial Statements. The second sentence of Section 9.7 of the Credit Agreement is hereby amended and restated in its entirety as follows:

Commencing with the fiscal year ending December 31, 2015, the report of the Accountants shall be accompanied by an Officer's Certificate.

19.Amendment of Exhibit 1.2(b). Exhibit 1.2(b) to the Credit Agreement is hereby amended and restated in its entirety as set forth on Exhibit 1.2(b) attached hereto and made a part hereof.

20.Conditions Precedent. The effectiveness of this Amendment is subject to the receipt by the Agent of the following items, each in form and content satisfactory to the Agent:

(a)the Agent shall have received this Amendment, duly executed by a duly authorized officer of each of the Loan Parties, each of the Required Lenders and the Agent;

11

(b)no Potential Default or Event of Default shall have occurred; and

(c)the Borrowers shall have paid all of Agent's costs and expenses (including Agent's attorneys' fees) incurred in connection with the preparation of this Amendment.

21.Representations and Warranties. Each Borrower and each Guarantor covenants and agrees with and represents and warrants to the Agent and the Lenders as follows:

(a)each Borrower's and each Guarantor's obligations under the Credit Agreement, as modified hereby, are and shall remain secured by the Collateral pursuant to the terms of the Credit Agreement and the Other Documents;

(b)each Borrower and each Guarantor possesses all of the powers requisite for it to enter into and carry out the transactions referred to herein and to execute, enter into and perform the terms and conditions of this Amendment, the Credit Agreement and the Other Documents and any other documents contemplated herein that are to be performed by such Borrower or such Guarantor; and that any and all actions required or necessary pursuant to such Borrower's or such Guarantor's organizational documents or otherwise have been taken to authorize the due execution, delivery and performance by such Borrower and such Guarantor of the terms and conditions of this Amendment, the Credit Agreement and the Other Documents, and that such execution, delivery and performance will not conflict with, constitute a default under or result in a breach of any applicable law or any agreement, instrument, order, writ, judgment, injunction or decree to which such Borrower or such Guarantor is a party or by which such Borrower or such Guarantor or any of its properties are bound, and that all consents, authorizations and/or approvals required or necessary from any third parties in connection with the entry into, delivery and performance by such Borrower and/or such Guarantor of the terms and conditions of this Amendment, the Credit Agreement, the Other Documents and the transactions contemplated hereby and thereby have been obtained by such Borrower and such Guarantor and are full force and effect;

(c)this Amendment, the Credit Agreement, and the Other Documents constitute the valid and legally binding obligations of each Borrower and each Guarantor, enforceable against such Borrower and such Guarantor in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws and by general equitable principles, whether enforcement is sought by proceedings at law or in equity;

(d)all representations and warranties made by each Borrower and each Guarantor in the Credit Agreement and the Other Documents are true and correct in all material respects as of the date hereof, with the same force and effect as if all such representations and warranties were fully set forth herein and made as of the date hereof and each Borrower and each Guarantor has complied with all covenants and undertakings in the Credit Agreement and the Other Documents;

12

(e)this Amendment is not a substitution, novation, discharge or release of any Borrower's or any Guarantor's obligations under the Credit Agreement or any of the Other Documents, all of which shall and are intended to remain in full force and effect;

(f)no Event of Default or Potential Default has occurred and is continuing under the Credit Agreement or the Other Documents; there exist no defenses, offsets, counterclaims or other claims with respect to any Borrower's or any Guarantor's obligations and liabilities under the Credit Agreement or any of the Other Documents; and

(g)each Borrower and each Guarantor hereby ratifies and confirms in full its duties and obligations under the Credit Agreement, the Guaranty Agreement, and the Other Documents applicable to it, each as modified hereby.

22.Reimbursement of Expenses. The Borrowers, jointly and severally, shall pay or cause to be paid to the Agent all costs and expenses accrued through the date hereof and the costs and expenses of the Agent including, without limitation, fees of the Agent's counsel in connection with this Amendment.

23.Document References. As used in the Credit Agreement and each of the Other Documents, the terms "this Credit Agreement", "herein", "hereinafter", "hereto", "hereof", and words of similar import shall, unless the context otherwise requires, mean the Credit Agreement as amended and modified by this Amendment. The term "Other Documents" as defined in the Credit Agreement shall include this Amendment.

24.Integration. This Amendment, together with the Credit Agreement and the Other Documents, constitutes the entire agreement and understanding among the parties relating to the subject matter hereof, and supersedes all prior proposals, negotiations, agreements and understandings relating to such subject matter. In entering into this Amendment, each Borrower and each Guarantor acknowledges that it is relying on no statement, representation, warranty, covenant or agreement of any kind made by Agent or any Lender or any employee or agent of Agent or any Lender, except for the agreements of Agent and the Lenders set forth herein. This Amendment shall be construed without regard to any presumption or rule requiring that it be construed against the party causing this Amendment or any part hereof to be drafted.

25.Successors and Assigns. This Amendment shall apply to and be binding upon the Borrowers and the Guarantors in all respects and shall inure to the benefit of each of the other parties hereto and their respective successors and assigns, provided that none of the Borrowers nor the Guarantors may assign, transfer or delegate its duties and obligations hereunder. Nothing expressed or referred to in this Amendment is intended or shall be construed to give any person or entity other than the parties hereto a legal or equitable right, remedy or claim under or with respect to this Amendment, the Credit Agreement or any Other Documents, it being the intention of the parties hereto that this Amendment and all of its provisions and conditions are for the sole and exclusive benefit of the parties hereto.

26.Severability. If any one or more of the provisions contained in this Amendment, the Credit Agreement, or the Other Documents shall be held invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained in this Amendment, the Credit

13

Agreement or the Other Documents shall not in any way be affected or impaired thereby, and this Amendment the Credit Agreement and the Other Documents shall otherwise remain in full force and effect.

27.Further Assurances. Each Borrower and each Guarantor agrees to execute such other and further documents and instruments as Agent may request to implement the provisions of this Amendment.

28.Governing Law. This Amendment will be governed by the internal laws of the State of New York without reference to its conflicts of law principles.

29.Waiver and Release. Each Borrower and each Guarantor, by signing below, hereby waives and releases Agent, Issuer and each of the Lenders and their respective directors, officers, employees, attorneys, affiliates and subsidiaries from any and all claims, offsets, defenses and counterclaims of which any Borrower or any Guarantor is aware, such waiver and release being with full knowledge and understanding of the circumstances and effect thereof and after having consulted legal counsel with respect thereto.

30.Counterparts; Facsimile Signatures. This Amendment may be executed in any number of counterparts each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. Delivery of executed signature pages hereof by facsimile transmission from one party to another shall constitute effective and binding execution and delivery thereof by such party. Any party that delivers its original counterpart signature to this amendment by facsimile transmission hereby covenants to deliver its original counterpart signature promptly thereafter to the Agent.

31.WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AMENDMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGES FOLLOW]

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[SIGNATURE PAGE TO FIRST AMENDMENT TO

REVOLVING CREDIT AND SECURITY AGREEMENT]

Each of the parties has signed this Amendment as of the day and year first above written.

DOMESTIC BORROWERS:

Invacare Corporation, an Ohio corporation

By: /s/ Robert K. Gudbranson

Name: Robert K. Gudbranson

Title: Senior Vice President, Chief Financial Officer and Treasurer

Freedom Designs, Inc., a California corporation

By: /s/ Robert K. Gudbranson

Name: Robert K. Gudbranson

Title: President and Treasurer

Garden City Medical Inc., a Delaware corporation

By: /s/ Robert K. Gudbranson

Name: Robert K. Gudbranson

Title: Vice President and Assistant Treasurer

The Aftermarket Group, Inc., a Delaware corporation

Dynamic Medical Systems, LLC, a Nevada limited liability company

By: /s/ Robert K. Gudbranson

Name: Robert K. Gudbranson

Title: President of each of the above-listed companies

Invacare Continuing Care, Inc., a Missouri corporation

By: /s/ Robert K. Gudbranson

Name: Robert K. Gudbranson

Title: Chairman and President

Medbloc, Inc., a Delaware corporation

By: /s/ Robert K. Gudbranson

Name: Robert K. Gudbranson

Title: Vice President and Treasurer

[SIGNATURE PAGE TO FIRST AMENDMENT TO

REVOLVING CREDIT AND SECURITY AGREEMENT]

DOMESTIC GUARANTORS:

Adaptive Switch Laboratories, Inc., a Texas corporation

Centralized Medical Equipment LLC, a Massachusetts limited liability company

The Helixx Group, Inc., an Ohio corporation

Invacare Canada Finance, LLC, a Delaware limited liability company

Invacare Canadian Holdings, Inc., a Delaware corporation

Invacare Canadian Holdings, LLC, a Delaware limited liability company

Invacare Credit Corporation, an Ohio corporation

Invacare Florida Corporation, a Delaware corporation

Invacare Florida Holdings, LLC, a Delaware limited liability company

Invacare Holdings, LLC, an Ohio limited liability company

Invacare International Corporation, an Ohio corporation

Invamex Holdings LLC, a Delaware limited liability company

By: /s/ Robert K. Gudbranson

Name: Robert K. Gudbranson

Title: President of each of the above-listed companies

Invacare Outcomes Management LLC, a Delaware limited liability company

By: /s/ Robert K. Gudbranson

Name: Robert K. Gudbranson

Title: President and Treasurer

[SIGNATURE PAGE TO FIRST AMENDMENT TO

REVOLVING CREDIT AND SECURITY AGREEMENT]

CANADIAN BORROWERS:

Invacare Canada L.P., an Ontario (Canada) limited partnership, by its general partner, Invacare Canada General Partner Inc., a Canadian corporation

Carroll Healthcare General Partner, Inc., an Ontario corporation, as general partner of, and for and on behalf of, Carroll Healthcare L.P., an Ontario limited partnership

Carroll Healthcare Inc., an Ontario corporation, as general partner of, and for and on behalf of, Motion Concepts L.P., an Ontario limited partnership

Perpetual Motion Enterprises Limited, an Ontario corporation

By: /s/ Robert K. Gudbranson

Name: Robert K. Gudbranson

Title: Treasurer of each of the above-listed companies

CANADIAN GUARANTORS:

Carroll Healthcare General Partner, Inc., an Ontario corporation

Carroll Healthcare Inc., an Ontario corporation

Invacare Canada General Partner Inc., a Canadian corporation

By: /s/ Robert K. Gudbranson

Name: Robert K. Gudbranson

Title: Treasurer of each of the above-listed companies

[SIGNATURE PAGE TO FIRST AMENDMENT TO

REVOLVING CREDIT AND SECURITY AGREEMENT]

PNC BANK, NATIONAL ASSOCIATION,

as Lender and as Agent

By:/s/ Todd Milenius

Name:Todd Milenius

Title:Vice President

[SIGNATURE PAGE TO FIRST AMENDMENT TO

REVOLVING CREDIT AND SECURITY AGREEMENT]

KEYBANK NATIONAL ASSOCIATION,

as Lender

By:        /s/ Michael V. Panichi

Name:    Michael V. Panichi

Title:    S.V.P.

[SIGNATURE PAGE TO FIRST AMENDMENT TO

REVOLVING CREDIT AND SECURITY AGREEMENT]

JPMORGAN CHASE BANK, N.A.,

as Lender

By:        /s/ Lisa A. Morrison

Name:    Lisa A. Morrison

Title:    Authorized Officer

[SIGNATURE PAGE TO FIRST AMENDMENT TO

REVOLVING CREDIT AND SECURITY AGREEMENT]

CITIZENS BUSINESS CAPITAL, A DIVISION OF CITIZENS ASSET FINANCE, INC.,

as Lender

By:        /s/ David Slattery

Name:    David Slattery

Title:    Vice President

EXHIBIT 1.2(b)

FORM OF OFFICER'S CERTIFICATE

(COMPLIANCE)

THE UNDERSIGNED HEREBY CERTIFIES THAT:

(1)I am the [Chief Executive Officer, Chief Financial Officer, Treasurer or Corporate Controller] of Invacare Corporation, an Ohio corporation (the "Company").

(2)I am familiar with the terms of that certain Revolving Credit and Security Agreement, dated as of January 16, 2015 (as amended, restated, modified or supplemented from time to time, the "Credit Agreement"), by and among the Company and the other Borrowers party thereto, the Guarantors party thereto, the Lenders party thereto, and PNC Bank, National Association, as agent for the Lenders (the "Agent"). I have made, or have caused to be made under my supervision, a detailed review of the transactions and condition of the Loan Parties during the accounting period covered by the attached financial statements.

(3)The attached:

[]financial statements of the Company and other Loan Parties and their Subsidiaries on a consolidating and consolidated basis including, but not limited to, statements of income and stockholders' equity and cash flow from the beginning of the current fiscal year to the end of such fiscal year and the balance sheet as at the end of such fiscal year for the fiscal year ending _________ ___, 20__ and the balance sheet as of ___________ ______, 20__, all prepared in accordance with GAAP applied on a basis consistent with prior practices, and in reasonable detail and reported upon without qualification by its current independent certified public accounting firm or another such firm of national standing selected by Loan Parties or any other firm satisfactory to Agent, and the attached calculation of financial covenant compliance, dated _____________ ____, ________ for the Company and the other Loan Parties.

[]unaudited balance sheet of the Company and other Loan Parties and their Subsidiaries on a consolidated and consolidating basis and unaudited statements of income and stockholders' equity and cash flow of Company and other Loan Parties and their Subsidiaries on a consolidated and consolidating basis for the quarter ending ________ __, 20__, reflecting results of operations from the beginning of the fiscal year to the end of such quarter and for such quarter are prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to footnotes and normal year-end adjustments that individually and in the aggregate are not material to Loan Parties' business operations and set forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year and the attached calculation of financial covenant compliance, dated _____________ ____, ________ for the Company and the other Loan Parties.

1

[]unaudited balance sheet of Company and other Loan Parties and their Subsidiaries on a consolidated and consolidating basis and unaudited statements of income and stockholders' equity and cash flow of Company and other Loan Parties and their Subsidiaries on a consolidated and consolidating basis for the month ending _________ __, 20___, reflecting results of operations from the beginning of the fiscal year to the end of such month and for such month, prepared on a basis consistent with prior practices and complete and correct in all material respects, subject to footnotes and normal year-end adjustments that individually and in the aggregate are not material to Loan Parties' business operations and setting forth in comparative form the respective financial statements for the corresponding date and period in the previous fiscal year, and the attached calculation of financial covenant compliance, dated _____________ ____, ________ for the Company and the other Loan Parties.

(4)Based on an examination sufficient to permit me to make an informed statement:

[ ] no Default or Event of Default existed at the end of the accounting period covered by the attached financial statements or exists as of the date of this Compliance Certificate;

[ ] one or more Defaults or Events of Default exists. Attached to this Compliance Certificate is an addendum specifying each such Default or Event of Default, its nature, when it occurred, whether it is continuing and the steps being taken by the Loan Parties with respect to such default.

(5)To the best of my knowledge:

[ ] Loan Parties are in compliance in all material respects with all federal, state and local Environmental Laws as of the date of this Compliance Certificate;

[ ] Borrowers are not in compliance in all material respects with all federal, state and local Environmental Laws. Attached to this Compliance Certificate is an addendum specifying all areas of non-compliance and the proposed action Borrowers will implement in order to achieve full compliance.

(6)Set forth on Attachment I hereto are calculations of the financial covenants required pursuant to Sections 6.5, 7.6, and 7.11 of the Credit Agreement.

Capitalized terms not otherwise defined herein shall have the meanings provided in the Credit Agreement.

[SIGNATURE PAGE TO FOLLOW]

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[SIGNATURE PAGE TO OFFICER'S CERTIFICATE]

INVACARE CORPORATION,

an Ohio corporation

By:

Name:

Title:

Date:

3

Attachment I

Covenant Compliance

6.5 Minimum Undrawn Availability

Calculation:	Actual	Covenant
an amount equal to (a) the lesser of (i) the Formula Amount or (ii) the Maximum Revolving Advance Amount minus the sum of (x) the Maximum Undrawn Amount of all outstanding Letters of Credit, plus (y) the aggregate amount of any outstanding Swing Loans, plus (z) reserves; and in the case of both (a)(i) and (a)(ii) minus (b) the sum of (i) the outstanding amount of Advances (other than Letters of Credit and Swing Loans), plus (ii) fees and expenses that are accrued and unpaid under this Agreement, the Other Documents and/or the Fee Letter, plus (iii) all amounts due and owing to any Borrower's trade creditors which are outstanding sixty (60) days or more past their due date that are not otherwise on formal extended terms**		Undrawn Availability at all times of not less than (i) 11.25% of the Maximum Revolving Advance Amount for five (5) consecutive business days, or (ii) $10,000,000 on any given Business Day. The amount in the preceding clause (ii) will be automatically adjusted by Agent proportionally upon any increase in the Maximum Revolving Advance Amount pursuant to Section 2.23 of the Credit Agreement.

7.6Capital Expenditures.

Calculation:	Actual	Covenant
Fiscal year ending _________, 20___	$___________	Not greater than $20,000,000 per fiscal year

7.11Leases.

Calculation:	Actual	Covenant
Aggregate annual rental payments for fiscal year ending _________, 20___	$___________	Not greater than $8,000,000 per fiscal year

** Please attach detail of calculation.

EX-99.1

		Exhibit 99.1
NEWS RELEASE	CONTACT:	Lara Mahoney
		440-329-6393

INVACARE CORPORATION ANNOUNCES FINANCIAL RESULTS FOR THE FIRST QUARTER OF 2015

ELYRIA, Ohio - (April 23, 2015) - Invacare Corporation (NYSE: IVC) today announced its financial results for the three months ended March 31, 2015.

Except for free cash flow^(a), the financial information for all periods excludes the discontinued operations of Altimate Medical, Inc. (Altimate), the Company's former manufacturer of stationary standing assistive devices for use in patient rehabilitation that was divested on August 29, 2014. Altimate was a part of the North America/Home Medical Equipment (HME) segment. For more information, see the detailed condensed consolidated financial statements at the end of this release.

CEO SUMMARY

Commenting on the Company's first quarter 2015 financial results, Matthew E. Monaghan, President and Chief Executive Officer, stated, “Excluding the impact of unfavorable foreign currency translation, the Company delivered net sales growth of 2.3% compared to the first quarter of last year driven by increases in three of its four segments. Unfavorable foreign currency transactions and sales mix toward lower margin customers and products reduced gross margin as a percentage of net sales by 0.5 of a percentage point compared to the first quarter of last year. As the result of previous cost reductions and a continued focus on reducing selling, general and administrative expenses (SG&A), SG&A expense decreased10.8%, excluding the impact of foreign currency translation. Primarily as a result of these factors as well as decreased warranty expense, the Company reduced its consolidated adjusted net loss per share^(b) to $0.21 compared to an adjusted net loss per share^(b) of $0.52 in the first quarter of 2014. Free cash flow^(a) was negative $23.7 million in the first quarter of 2015 compared to negative $8.7 million in the first quarter of 2014. This difference was principally due to $9.1 million in benefit payments related to the 2014 retirements of two executive officers of the Company and to increased accounts receivable driven primarily by net sales growth, excluding the impact of foreign currency translation."

Monaghan continued, “I believe that Invacare is in a market with significant opportunity in light of the industry’s compelling fundamental drivers - positive demographic trends and the proven clinical and financial benefits of homecare. However, we need to make changes to key areas of our business in order to take advantage of this growth. In particular, I believe that the North American business needs specific attention in order to deliver improved financial results, and my direct involvement in the business will be critical. With that in mind, I have made a leadership change and now will run the North America/Home Medical Equipment (HME) and Institutional Products Group business segments on an interim basis. This is a key priority for the long-term success of the business in addition to our quality systems improvements.”

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FINANCIAL HIGHLIGHTS FOR THE FIRST QUARTER

• Loss per share on a GAAP basis from continuing operations was $0.23 for the quarter compared to loss per share of $0.59 in the first quarter of last year.

• Adjusted net loss per share^(b) from continuing operations for the quarter was $0.21 compared to adjusted net loss per share^(b) of $0.52 in the first quarter of last year.

• Free cash flow^(a) for the quarter was negative $23.7 million compared to negative $8.7 million in the first quarter of last year.

• Net sales for the quarter from continuing operations decreased5.1%. Excluding the impact of foreign currency translation, net sales increased 2.3% compared to the first quarter of last year.

• Debt outstanding at the quarter ended March 31, 2015, was $24.7 million, an increase of $2.4 million compared to the year ended December 31, 2014.

CONSOLIDATED RESULTS FROM CONTINUING OPERATIONS

Loss per share on a GAAP basis for the first quarter of 2015 was $0.23 ($7.5 million net loss) as compared to loss per share of $0.59 ($18.9 million net loss) for the same period last year. The current quarter was negatively impacted by $0.02 per share ($0.7 million after-tax expense) for the write-off of bank fees related to the previous debt agreement and restructuring charges of $0.01 per share ($0.2 million after-tax expense). In comparison, the net loss for the first quarter of 2014 included incremental warranty expense of $0.07 per share ($2.1 million after-tax expense) related to the Company's joystick recall, restructuring charges of $0.06 per share ($1.8 million after-tax expense), increased amortization expense of $0.03per share($1.1 million after-tax expense) from the write-off of bank fees related to an amendment to the previous credit agreement and an expense of $0.03per share ($1.0 million after-tax expense) related to the retirement of an executive officer.

Adjusted net loss per share^(b) was $0.21 ($6.9 million adjusted net loss^(c)) for the first quarter of 2015 as compared to adjusted net loss per share^(b) of $0.52 ($16.8 million adjusted net loss^(c)) for the first quarter of 2014. The reduction in adjusted net loss^(c) for the first quarter of this year was driven primarily by lower SG&A and warranty expense as noted previously, partially offset by unfavorable foreign currency impacts and a reduced gross margin in part due to sales mix toward lower margin customers and products.

Net sales for the first quarter of 2015 decreased5.1% to $289.0 million versus $304.5 million for the same period last year. Net sales, excluding the unfavorable impact of foreign currency translation, increased 2.3% for the quarter compared to the same period last year. Excluding foreign currency translation, net sales increased in the European, North America/HME and Asia/Pacific segments, partially offset by a decline in the Institutional Products Group (IPG) segment. Net sales of products manufactured from the Taylor Street facility, which were impacted by the Company's consent decree with the United States Food and Drug Administration (FDA) and included product sales outside of the North America/HME segment, were approximately $10.4 million in the first quarter of 2015 compared to approximately $9.5 million in the first quarter of 2014. A table accompanying this release compares net sales as reported and net sales excluding the effects of foreign currency translation by segment and for the consolidated Company for the periods ended March 31, 2015, and March 31, 2014.

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Gross margin as a percentage of net sales for the first quarter of 2015 was lower by 0.5 of a percentage point compared to the first quarter of last year. Excluding the incremental warranty expense of $2.2 million, or 0.7 of a percentage point, related to the joystick recall recorded in the first quarter of 2014, gross margin as a percentage of net sales for the first quarter of 2015 decreased by 1.2 percentage points compared to the first quarter of last year, primarily driven by unfavorable foreign currency transactions and sales mix toward lower margin customers and products.

SG&A expense decreased by 16.1% to $81.2 million in the first quarter of 2015 compared to $96.8 million in the first quarter of last year. Foreign currency translation reduced SG&A expense by $5.2 million or 5.3 percentage points. Excluding the impact from foreign currency translation, SG&A expense decreased10.8% compared to the first quarter of last year primarily related to reductions in employment costs, depreciation and amortization expenses, and consulting costs, including regulatory and compliance costs. In the first quarter of 2015, SG&A expense included an incremental write-off of bank fees from the previous debt agreement ($0.7 million). The first quarter of 2014 SG&A expense included an incremental expense related to the write-off of bank fees due to an amendment related to the previous credit agreement ($1.1 million) and an expense related to the retirement of an executive officer of the Company ($1.0 million). The incremental bank fees and executive officer retirement expense were recorded in the North America/HME segment.

The Company incurred restructuring charges for the first quarter of $0.2 million after tax, principally related to severance costs primarily in the North America/HME and European segments. In the first quarter of 2014, the Company incurred restructuring charges of $1.8 million after tax. These restructuring charges were excluded from adjusted net loss per share^(b).

EUROPE

For the first quarter of 2015, European net sales decreased9.6% to $129.0 million versus $142.8 million in the same period last year. Excluding the impact of foreign currency translation, net sales for the quarter increased 4.3% driven by improvements in all three product categories. For the first quarter of 2015, earnings before income taxes decreased to $7.6 million compared to $9.6 million last year, excluding restructuring charges of $0.4 million. The decrease in earnings before income taxes was primarily due to unfavorable foreign currency impacts and reduced gross margin driven in part by sales mix toward lower margin customers and products, partially offset by volume increases.

NORTH AMERICA/HOME MEDICAL EQUIPMENT (HME)

For the first quarter of 2015, North America/HME net sales increased 0.5% to $125.2 million compared to $124.5 million in the same period last year. Excluding the impact of foreign currency translation, net sales increased 1.3% compared to the first quarter last year driven by improvements in all three product categories. Loss before income taxes was $8.6 million in the first quarter of 2015, excluding restructuring charges of $0.2 million, as compared to loss before income taxes of $17.1 million in the first quarter last year, excluding restructuring charges of $0.8 million. The reduction in loss for the quarter was primarily driven by volume increases, improved manufacturing costs, lower warranty expense and decreased SG&A expense. The reduction in SG&A expense was primarily related to reductions in employment costs, consulting costs, including regulatory and compliance costs, and depreciation and amortization expense. In comparison, the loss before income taxes for the first quarter of 2014 was impacted by an incremental warranty expense for

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the joystick recall of $1.3 million and an increased expense of $1.0 million related to the retirement of an executive officer. The SG&A expense in the first quarter of 2015 included $0.7 million for the write-off of bank fees as compared to $1.1 million recorded during the first quarter of 2014.

INSTITUTIONAL PRODUCTS GROUP (IPG)

For the first quarter of 2015, IPG net sales decreased by 4.9% to $23.9 million compared to $25.1 million last year. Excluding the impact of foreign currency translation, net sales decreased 4.1% driven primarily by declines in sales of beds and case goods. The decline in bed sales was due, in part, to lower availability of beds during the Company's supply chain transition. Earnings before income taxes were $1.3 million in the first quarter of 2015 as compared to earnings before income taxes, excluding restructuring charges of $1.1 million, of $0.8 million in the first quarter of last year. The increase in earnings before income taxes was largely attributable to reduced SG&A expense primarily related to employment costs and depreciation and amortization expenses, which were partially offset by volume declines.

ASIA/PACIFIC

For the first quarter of 2015, Asia/Pacific net sales decreased9.2% to $10.9 million versus $12.1 million for the first quarter of last year. Excluding the impact of foreign currency translation, net sales increased 1.9% attributable to volume increases in the New Zealand distribution business and at the Company's subsidiary that produces microprocessor controllers, partially offset by volume declines in the Australian distribution business. For the first quarter of 2015, loss before income taxes was $1.2 million as compared to loss before income taxes of $2.8 million in the first quarter of last year. The first quarter of 2014 included an incremental warranty expense of $0.9 million for the joystick recall. The reduction in loss before income taxes is largely attributable to lower warranty expense, volume increases and reduced SG&A expense primarily driven by lower employment costs and depreciation expense.

FINANCIAL CONDITION

Total debt outstanding was $24.7 million as of March 31, 2015, as compared to $22.3 million and $51.5 million as of December 31, 2014 and March 31, 2014, respectively (including the convertible debt discount, which reduced convertible debt and increased equity by $1.8 million as of March 31, 2015, $2.0 million as of December 31, 2014, and $2.5 million as ofMarch 31, 2014). The Company's total debt outstanding as of March 31, 2015, consisted of $7.1 million drawn on the revolving credit facility, $13.4 million in convertible debt and $4.2 million of other debt. In part to fund working capital needs, the Company increased debt levels slightly as of March 31, 2015, compared to December 31, 2014. More specifically on the debt increase, the Company managed to largely offset negative free cash flow^(a) by the surrender of corporate-owned life insurance and a reduction of cash balances during the quarter. During the first quarter of 2015, borrowings on the revolving credit facility ranged from a high of $35.0 million to a low of $4.0 million with an ending balance of $7.1 million. The Company’s available borrowing capacity was $38.5 million as of March 31, 2015.

The Company reported negative free cash flow^(a) of $23.7 million in the first quarter of 2015 as compared to negative free cash flow^(a) of$8.7 million in the first quarter of 2014. The first quarter 2015negative free cash flow^(a) was significantly impacted by benefit payments of $9.1 million related to the 2014 retirements

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of two executive officers of the Company. In addition, the first quarter of 2015negative free cash flow^(a) was impacted by increased accounts receivable and the net loss for the period.

Days sales outstanding were 47 days as of the end of the first quarter of 2015, compared to 45 days as of December 31, 2014, and 51 days as of March 31, 2014. Inventory turns as of the end of the first quarter of 2015 were 4.8, compared to 4.9 as of December 31, 2014, and 4.7 as of March 31, 2014.

STATUS OF THE CONSENT DECREE

Regarding the status of the Company's consent decree with the FDA, Monaghan commented, "I am determined to build a strong quality systems culture at Invacare that meets the expectations of our third-party expert auditor and the FDA. Based on my preliminary review, I believe our associates are making good progress on the key quality implementation plans that will help us achieve sustainable compliance and ultimately exit the injunctive phase of the consent decree. This is a critical priority for the organization.”

The FDA consent decree at the corporate and Taylor Street facilities in Elyria, Ohio, requires that a third-party expert perform three separate certification audits. In order to resume full operations, the third-party certification audit reports must be submitted to the FDA for review and acceptance. The Company has received the FDA's acceptance of the first two certification reports. The Company cannot predict the timing or the outcome of the third expert certification audit nor acceptance of the results of this audit by the FDA.

According to the consent decree, once the expert's third certification audit is completed and its certification report is submitted to the FDA, as well as the Company’s own report related to its compliance status together with its responses to any observations in the certification report, the FDA will inspect the Company's corporate and Taylor Street facilities to determine whether they are in compliance with the FDA's Quality System Regulation (QSR). If and when the FDA is satisfied with the Company's compliance, the FDA will provide written notification that the Company is permitted to resume full operations at the impacted facilities.

^(a) Free cash flow is a non-GAAP financial measure which is defined as net cash used by operating activities, excluding net cash flow impact related to restructuring activities, less purchases of property and equipment, net of proceeds from sales of property and equipment. Management believes that this financial measure provides meaningful information for evaluating the overall financial performance of the Company and its ability to repay debt or make future investments. This financial measure is reconciled to the related GAAP financial measure in the “Reconciliation” table included after the Condensed Consolidated Balance Sheets included in this press release.

^(b) Adjusted net loss per share (Adjusted EPS) is a non-GAAP financial measure which is defined as adjusted net loss^(c) divided by weighted average shares outstanding - assuming dilution. It should be noted that the Company's definition of Adjusted EPS may not be comparable to similar measures disclosed by other companies because not all companies and analysts calculate Adjusted EPS in the same manner. The Company believes that its exclusion adjustments are generally recognized by the industry in which it operates as relevant in computing Adjusted EPS as a supplementary non-GAAP financial measure used by financial analysts and others in the Company's industry to meaningfully evaluate operating performance. This financial measure is

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reconciled to the related GAAP financial measure in the “Reconciliation” table included after the Condensed Consolidated Statement of Operations included in this press release.

^(c) Adjusted net loss is a non-GAAP financial measure, which is defined as net loss from continuing operations excluding the impact of restructuring charges ($0.2 million and $2.2 million pre-tax for the three months endedMarch 31, 2015 and 2014, respectively), amortization of the convertible debt discount recorded in interest expense ($0.2 million and $0.2 million pre-tax for the three months endedMarch 31, 2015 and 2014, respectively), adding back of additional interest expense allocation as a result of the sale of Altimate ($0.1 million pre-tax for the three months endedMarch 31, 2014), and excluding changes in tax valuation allowances. This financial measure is reconciled to the related GAAP financial measure in the “Reconciliation” table included after the Condensed Consolidated Statement of Operations included in this press release.

CONFERENCE CALL

As previously announced, the Company will conduct a conference call for investors and other interested parties on Thursday, April 23, 2015, at 8:30 AM ET to discuss the Company’s performance. Those wishing to participate in the live call should dial 888-572-7026, or for international callers 719-325-2159, and enter Conference ID 7173335. A digital recording will be available two hours after completion of the conference call from April 23, 2015 through April 30, 2015. To access the recording, US/Canada callers should dial 888-203-1112 or 719-457-0820 for international callers, and enter the Conference ID 7173335.

Invacare Corporation (NYSE:IVC), headquartered in Elyria, Ohio, is a 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 4,900 associates and markets its products in approximately 100 countries around the world. For more information about the Company and its products, visit Invacare's website at www.invacare.com.

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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, denote forward-looking statements 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: legal actions, including adverse judgments or settlements of litigation or claims in excess of available insurance limits; regulatory proceedings or the Company's failure to comply with regulatory requirements or receive regulatory clearance or approval for the Company's products or operations in the United States or abroad; adverse effects of regulatory or governmental inspections of Company facilities and governmental enforcement actions; product liability or warranty claims; product recalls, including more extensive recall experience than expected; compliance costs, limitations on the production and/or distribution of the Company's products, inability to bid on or win certain contracts, unabsorbed capacity utilization, including fixed costs and overhead, or other adverse effects of the FDA consent decree of injunction; any circumstances or developments that might further delay or adversely impact the results of the final, most comprehensive third-party expert certification audit or FDA inspection of the Company's quality systems at the Elyria, Ohio, facilities impacted by the FDA consent decree, including any possible requirement to perform additional remediation activities or further resultant delays in receipt of the written notification to resume operations (which could have a material adverse effect on the Company's business, financial condition, liquidity or results of operations);the failure or refusal of customers or healthcare professionals to sign verification of medical necessity (VMN) documentation or other certification forms required by the exceptions to the FDA consent decree; possible adverse effects of being leveraged, including interest rate or event of default risks; the Company's inability to satisfy its liquidity needs in light of monthly borrowing base movements and daily cash needs of the business under its new asset-based lending credit facility; 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); impacts of the U.S. Affordable Care Act of 2010 (such as, for example, the impact on the Company of the excise tax on certain medical devices, and the Company's ability to successfully offset such impact); ineffective cost reduction and restructuring efforts or inability to realize anticipated cost savings or achieve desired efficiencies from such efforts; delays, disruptions or excessive costs incurred in facility closures or consolidations; 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; 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; decreased availability or increased costs of materials which could increase the Company's costs of producing or acquiring the Company'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 the Company'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 the Company's reports as filed with the Securities and Exchange Commission. Except to the extent required by law, the Company does not undertake and specifically declines 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.

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INVACARE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF INCOME (LOSS) (UNAUDITED)

(In thousands, except per share data)	Three Months Ended
	March 31,
	2015			2014
Net sales	$	289,024		$	304,501
Cost of products sold	211,929			221,708
Gross Profit	77,095			82,793
Selling, general and administrative expenses	81,240			96,802
Charges related to restructuring activities	240			2,240
Interest expense - net	654			621
Loss from Continuing Operations before Income Taxes	(5,039		)	(16,870		)
Income taxes *	2,475			2,025
Loss from Continuing Operations	(7,514		)	(18,895		)
Net Earnings from Discontinued Operations (net of tax of $0 and $200)	—			919
Gain on Sale of Discontinued Operations (net of tax of $140 and $0)	260			—
Total Net Earnings from Discontinued Operations	260			919
Net Loss	$	(7,254	)	$	(17,976	)
Net Earnings (Loss) per Share—Basic
Net Loss from Continuing Operations	$	(0.23	)	$	(0.59	)
Total Net Earnings from Discontinued Operations	$	0.01		$	0.03
Net Loss per Share—Basic	$	(0.23	)	$	(0.56	)
Weighted Average Shares Outstanding—Basic	32,125			32,013
Net Earnings (Loss) per Share—Assuming Dilution
Net Loss from Continuing Operations **	$	(0.23	)	$	(0.59	)
Total Net Earnings from Discontinued Operations	$	0.01		$	0.03
Net Loss per Share—Assuming Dilution **	$	(0.23	)	$	(0.56	)
Weighted Average Shares Outstanding—Assuming Dilution	32,389			32,301

* Due to accounting requirements associated with the intraperiod allocation of taxes, a benefit to continuing operations will offset the tax expense recorded in discontinued operations.

** Net earnings (loss) per share assuming dilution calculated using weighted average shares outstanding - basic for periods in which there is a loss.

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INVACARE CORPORATION AND SUBSIDIARIES

RECONCILIATION OF NET LOSS PER SHARE FROM CONTINUING OPERATIONS

TO ADJUSTED NET LOSS PER SHARE ^(b) 

(In thousands, except per share data)	Three Months Ended
	March 31,
Continuing Operations:	2015			2014
Net loss per share - assuming dilution*	$	(0.23	)	$	(0.59	)
Weighted average shares outstanding- assuming dilution	32,125			32,013
Net loss	(7,514		)	(18,895		)
Income taxes	2,475			2,025
Loss before income taxes	(5,039		)	(16,870		)
Restructuring charges	240			2,240
Amortization of discount on convertible debt	190			170
Discontinued operations interest allocation reversal	—			(79		)
Adjusted loss before income taxes	(4,609		)	(14,539		)
Income taxes	2,275			2,250
Adjusted net loss (c)	$	(6,884	)	$	(16,789	)
Weighted average shares outstanding - assuming dilution	32,125			32,013
Adjusted net loss per share - assuming dilution (b) *	$	(0.21	)	$	(0.52	)

^(b)Adjusted net loss per share (Adjusted EPS) is a non-GAAP financial measure, which is defined as adjusted net loss^(c) divided by weighted average shares outstanding, assuming dilution. It should be noted that the Company's definition of Adjusted EPS may not be comparable to similar measures disclosed by other companies because not all companies and analysts calculate Adjusted EPS in the same manner. The Company believes that its exclusion adjustments are generally recognized by the industry in which it operates as relevant in computing Adjusted EPS as a supplementary non-GAAP financial measure used by financial analysts and others in the Company's industry to meaningfully evaluate operating performance.

^(c) Adjusted net loss is a non-GAAP financial measure which is defined as net loss from continuing operations excluding the impact of restructuring charges ($0.2 million and $2.2 million pre-tax for the three months endedMarch 31, 2015, and 2014, respectively), amortization of the convertible debt discount recorded in interest expense ($0.2 million and $0.2 million pre-tax for the three months endedMarch 31, 2015, and 2014, respectively), adding back of additional interest expense allocation as a result of the sale of Altimate ($0.1 million pre-tax for the three months endedMarch 31, 2014), and excluding changes in tax valuation allowances.  As a result of the sale of Altimate, the Company was required to allocate a portion of interest expense to the discontinued operation. However for purposes of adjusted net loss, the Company is reflecting its total interest expense in the calculation as this is indicative of the historic continuing operations of the Company.

*Net loss per share assuming dilution and adjusted net loss per share assuming dilution calculated using weighted average shares outstanding - basic for periods in which there is a loss.

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Business Segments - The Company operates in four primary business segments:  North America/Home Medical Equipment (HME), Institutional Products Group, Europe and Asia/Pacific. The four reportable segments represent operating groups, which offer products to different geographic regions. Intersegment revenue for reportable segments was $32,841,000for the three months endedMarch 31, 2015 compared to $28,020,000for the three months endedMarch 31, 2014, respectively. 

The information by segment is as follows:

	Three Months Ended
(In thousands)	March 31,
	2015			2014
Revenues from external customers
North America/HME	$	125,164		$	124,542
Institutional Products Group	23,914			25,136
Europe	129,001			142,768
Asia/Pacific	10,945			12,055
Consolidated	$	289,024		$	304,501
Earnings (loss) before income taxes
North America/HME	$	(8,830	)	$	(17,918	)
Institutional Products Group	1,298			(251		)
Europe	7,524			9,246
Asia/Pacific	(1,242		)	(2,801		)
All Other	(3,789		)	(5,146		)
Consolidated	$	(5,039	)	$	(16,870	)
Restructuring charges before income taxes
North America/HME	$	199		$	803
Institutional Products Group	—			1,059
Europe	40			378
Asia/Pacific	1			—
Consolidated	$	240		$	2,240
Earnings (loss) before income taxes excluding restructuring charges
North America/HME	$	(8,631	)	$	(17,115	)
Institutional Products Group	1,298			808
Europe	7,564			9,624
Asia/Pacific	(1,241		)	(2,801		)
All Other	(3,789		)	(5,146		)
Consolidated	$	(4,799	)	$	(14,630	)

“All Other” consists of unallocated corporate selling, general and administrative expenses, which do not meet the quantitative criteria for determining reportable segments.

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Business Segment Net Sales - The following table provides net sales change for continuing operations as reported and as adjusted to exclude the impact of foreign currency translation comparing the three months ended March 31, 2015 to March 31, 2014:

	Reported		Foreign Currency Translation Impact		Reported Excluding Foreign Currency Translation Impact
North America / HME	0.5	%	(0.8	)%	1.3	%
Institutional Products Group	(4.9	)%	(0.8	)%	(4.1	)%
Europe	(9.6	)%	(13.9	)%	4.3	%
Asia/Pacific	(9.2	)%	(11.1	)%	1.9	%
Consolidated	(5.1	)%	(7.4	)%	2.3	%

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INVACARE CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

	March 31, 2015		December 31, 2014
	(In thousands)
Assets
Current Assets
Cash and cash equivalents	$	20,618	$	38,931
Trade receivables, net	163,664		160,414
Installment receivables, net	1,088		1,054
Inventories, net	150,975		155,876
Deferred income taxes and other current assets	41,549		39,067
Total Current Assets	377,894		395,342
Other Assets	40,554		57,123
Property and Equipment, net	80,427		85,555
Goodwill	386,627		425,711
Total Assets	$	885,502	$	963,731
Liabilities and Shareholders’ Equity
Current Liabilities
Accounts payable	$	119,408	$	120,151
Accrued expenses	140,656		156,475
Current taxes, payable and deferred	12,410		12,634
Short-term debt and current maturities of long-term obligations	843		967
Total Current Liabilities	273,317		290,227
Long-Term Debt	22,066		19,377
Other Long-Term Obligations	83,196		88,805
Shareholders’ Equity	506,923		565,322
Total Liabilities and Shareholders’ Equity	$	885,502	$	963,731

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INVACARE CORPORATION AND SUBSIDIARIES

RECONCILIATION FROM NET CASH USED BY

OPERATING ACTIVITIES TO FREE CASH FLOW^(a) 

	Three Months Ended
(In thousands)	March 31,
	2015			2014
Net cash used by operating activities	$	(22,791	)	$	(7,020	)
Plus:
Net cash impact related to restructuring activities	1,880			1,906
Less:
Purchases of property and equipment, net	(2,740		)	(3,625		)
Free Cash Flow	$	(23,651	)	$	(8,739	)

^(a)Free cash flow is a non-GAAP financial measure that is comprised of net cash used by operating activities, excluding net cash flow impact related to restructuring activities, less purchases of property and equipment, net of proceeds from sales of property and equipment. Management believes that this financial measure provides meaningful information for evaluating the overall financial performance of the Company and its ability to repay debt or make future investments.

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