ý	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

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•	designing and developing innovative and technologically superior products;

•	ensuring continued focus on the Company’s primary market—the non-acute health care market;

•	marketing the Company’s broad range of products;

•	driving efficiency and innovation through the use of the Company’s global resources;

•	providing a professional and cost-effective sales, customer service and distribution organization;

•	supplying innovative provider support and product line extensions;

•	building a strong referral base among health care professionals;

•	continuously advancing and recruiting top management candidates;

•	empowering all employees;

•	providing a performance-based reward environment;

•	pursuing excellence through ongoing improvements to its quality systems to achieve sustainable regulatory compliance; and

•	continually striving for superior quality throughout the organization.

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•	Mobility and Seating products are sold via a dealer network in Australia and directly in New Zealand. Almost all sales are directly government funded;

•	Homecare products are sold via a dealer network that sells products to the consumer market; and

•	Long-Term Care products are sold via a dealer network in Australia and directly to aged care facilities in New Zealand

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•

Invacare Europe introduced the Invacare® TDX® SP2 power wheelchair. This next-generation center-wheel drive power wheelchair is an enhancement of the previous version and comes in two different wheelbase sizes, utilizing the Invacare® Modulite seating system. With a brand new design and improved serviceability, the TDX® SP2 power wheelchair maintains the strengths of Invacare® SureStep® and Stability Lock suspension systems.

•	The Invacare® Dahlia® passive manual wheelchair was introduced in Europe with both 30-degree and 45-degree tilt option. This wheelchair meets the demand for a passive wheelchair with a smaller footprint and more active consumer.

•

The Company introduced the Invacare® Fox foldable power wheelchair in Europe. The Fox® power wheelchair is packed with innovation to make life more manageable for everyday consumers. Featuring a modular, lightweight and compact design, it offers excellent maneuverability indoors with adjustable seating for different consumer needs. Its pendulum axis and optimized battery position ensure excellent outdoor traction.

•	Invacare introduced the Aquatec® Dot shower stool in the European segment in September 2014. The Dot is a lightweight, height adjustable shower stool for added safety and comfort in the shower. With a wide height adjustment range and high load capacity, the Dot covers a broad range of consumers and usage scenarios.

•	The Invacare® Accent bed, which was launched in the United Kingdom in August, is a new variant of the successful Invacare® Medley Ergo product family. The Medley Ergo is known as the most ergonomic bed solution in a home care situation and the Accent expands these features into the value segment.

•	Invacare Europe introduced the Alber® Twion® power assist for manual wheelchairs in April 2014. This is the fastest power-assist with up to 10km/h (6.2 mph), lightweight, quiet and offers the option of Smartphone connectivity with Bluetooth interface.

•	Invacare Europe also introduced the Invacare® Colibri scooter. This line of stylish, simple and colorful micro-scooters was awarded the prestigious Reddot design award. With the unique Invacare LiteLockTM system the scooter can easily be taken apart without any tools and it fits neatly into any car trunk.

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•

First, the third-party expert inspected the qualification and validation procedures and documentation for equipment and processes at the Taylor Street manufacturing facility. The first certification audit was successfully completed during 2013. The FDA notified the Company on May 13, 2013 that it had accepted the first certification report. Following receipt of that notification, the Company's Taylor Street facility was permitted to resume supplying parts and components for the future manufacturing of medical devices at other Company facilities.

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Second, the third-party expert reviewed the Company’s design control systems at the Corporate and Taylor Street facilities. The second certification audit also was successfully completed during 2013. The FDA notified the Company on July 16, 2013 that it had accepted the second certification report, after which the Company was permitted to resume design activities at the Corporate and Taylor Street facilities related to power wheelchairs and power beds.

•

The third, expert certification audit is an overall review of the Company's compliance with the FDA's QSR at the impacted Elyria facilities. This audit process is the most comprehensive and challenging of the three expert certification audits, and it encompasses all areas of the Company's Corporate and Taylor Street quality system. As part of the process, the Company has determined that it needs to better demonstrate that its quality system is sustainably compliant and that each subsystem is properly integrated. With the help of a consulting firm the Company engaged in 2014, the Company's internal subject matter experts are executing on its action plans to improve the functionality and capabilities of certain quality subsystems, most notably complaint handling and corrective and preventative actions (CAPA). The Company has identified the root causes of the issues that need to be addressed in order to achieve sustainable compliance and is working through quality implementation plans that will enable the Company to achieve the appropriate solution. As of the date of this Annual Report on Form 10-K, the Company is making progress, but the Company still has work to do, including process improvements for addressing complaint data, before the Company can verify the effectiveness of its solutions and complete the third-party expert certification audit.

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•	different regulatory environments and reimbursement systems;

•	difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;

•	foreign customers who may have longer payment cycles than customers in the United States;

•	fluctuations in foreign currency exchange rates;

•	tax rates in certain foreign countries that may exceed those in the United States and foreign earnings that may be subject to withholding requirements;

•	the imposition of tariffs, exchange controls or other trade restrictions including transfer pricing restrictions when products produced in one country are sold to an affiliated entity in another country;

•	general economic and political conditions in countries where the Company operates or where end users of the Company’s products reside;

•	government control of capital transactions, including the borrowing of funds for operations or the expatriation of cash;

•	potential adverse tax consequences;

•	security concerns and potential business interruption risks associated with political and/or social unrest in foreign countries where the Company’s facilities or assets are located;

•	difficulties associated with managing a large organization spread throughout various countries;

•	difficulties in enforcing intellectual property rights and weaker intellectual property rights protection in some countries;

•	required compliance with a variety of foreign laws and regulations; and

•	differing consumer product preferences.

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*	The description of executive officers is included pursuant to Instruction 3 to Section (b) of Item 401 of Regulation S-K.

**	Effective April 1, 2015.

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Item 5.	Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

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*	The S&P Healthcare Equipment & Supplies Index is a capitalization-weighted average index comprised of health care companies in the S&P 500 Index.

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(1)	All 23,299 shares repurchased between November 1, 2014 and December 31, 2014 were surrendered to the Company by employees for minimum tax withholding purposes in conjunction with the vesting of restricted shares awarded to the employees under the Company’s equity compensation plans.

(2)

In 2001, the Board of Directors authorized the Company to purchase up to 2,000,000 Common Shares, excluding any shares acquired from employees or directors as a result of the exercise of options or vesting of restricted shares pursuant to the Company’s performance plans. The Board of Directors reaffirmed its authorization of this repurchase program on November 5, 2010, and on August 17, 2011 authorized an additional 2,046,500 shares for repurchase under the plan. To date, the Company has purchased 1,592,522 shares under this program, with authorization remaining to purchase 2,453,978 shares. The Company did not purchase any shares pursuant to this Board authorized program during 2014.

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*

Reflects charges related to restructuring from continuing operations of $11,112,000 ($10,096,000 after-tax expense or $0.32 per share assuming dilution), incremental warranty expense of $11,493,000 ($10,801,000 after-tax expense or $0.34 per share assuming dilution related to three product recalls), asset write-downs to intangible assets of $13,041,000 ($13,041,000 after-tax expense or $0.41 per share assuming dilution) and the positive impact of an intraperiod tax allocation associated with discontinued operations of $7,175,000 or $0.22 per share assuming dilution.

**

Reflects charges related to restructuring from continuing operations of $9,336,000 ($7,493,000 after-tax expense or $0.23 per share assuming dilution), incremental warranty expense of $7,264,000 ($7,170,000 after-tax expense or $0.22 per share assuming dilution related to the power wheelchair joystick recall), asset write-downs to intangible assets of $1,523,000 ($1,322,000 after-tax expense or $0.04 per share assuming dilution) and the positive impact of an intraperiod tax allocation associated with discontinued operations of $1,220,000 or $0.04 per share assuming dilution.

***

Reflects charges related to restructuring from continuing operations of $11,395,000 ($11,255,000 after-tax expense or $0.36 per share assuming dilution), a discrete 2012 tax expense related to prior years of $9,336,000 or $0.30 per share assuming dilution which is a non-cash charge in 2012 for a matter that is under audit and being contested by the Company, early debt extinguishment charges of $312,000 ($312,000 after-tax expense or $0.01 per share assuming dilution), asset write-downs to intangible assets of $773,000 ($698,000 after-tax expense or $0.02 per share assuming dilution) and the positive impact of an intraperiod tax allocation associated with discontinued operations of $7,126,000 or $0.23 per share assuming dilution.

****

Reflects asset write-downs for goodwill and intangibles of $49,480,000 ($48,719,000 after tax or $1.52 per share assuming dilution), loss on debt extinguishment including debt finance charges and associated fees of $24,200,000 ($24,200,000 after tax or $0.76 per share assuming dilution) as a result of the Company’s extinguishment of higher interest rate debt, restructuring charge of $10,534,000 ($10,263,000 after tax or $0.32 per share assuming dilution) and a tax benefit in Germany of $4,947,000 ($4,947,000 after tax or $0.15 per share assuming dilution).

*****	Reflects loss on debt extinguishment including debt finance charges and associated fees of $40,164,000 ($40,164,000 after tax or $1.23 per share assuming dilution) as a result of the Company’s extinguishment of higher interest rate debt.

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•	An increase in the maximum leverage ratio for the first three quarters of 2014 and a ratio of 3.50 to 1.00 as of December 31, 2014. The quarterly minimum interest coverage ratio remained 3.5 to 1.00 in the Amended and Restated Credit Agreement.

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In calculating the Company’s EBITDA for purposes of determining the leverage and interest coverage ratios, the Amended and Restated Credit Agreement allowed the Company to add back to EBITDA up to $20,000,000 for one-time cash restructuring charges incurred after May 30, 2013, which was an incremental increase of $5,000,000 from the terms of the Company's prior credit agreement. The Amendment on September 30, 2014 allowed for an additional add back to EBITDA for warranty expense accrued up to $10,000,000 and subtraction of related cash payments when made in future periods.

•	A decrease in the aggregate principal amount of the revolving credit facility to $100,000,000 from $250,000,000 through the maturity date of the facility in October 2015, as well as reductions in the facility’s swing line loan, optional currency and foreign-borrower sublimits.

•	Reductions in the allowances under the facility for capital expenditures (down to $25,000,000 annually), dividends, other indebtedness and liens.

•	An increase of 25 basis points in the margin applicable to determining the interest rate on borrowings under the revolving credit facility.

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*	Management contract, compensatory plan or arrangement

**	Filed herewith

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(A)	Reference is made to the appropriate Exhibit of the Company report on Form 10-K for the fiscal year ended December 31, 2004, which Exhibit is incorporated herein by reference.

(B)	Reference is made to Exhibit 4.1 of the Company report on Form 8-K, dated July 8, 2005, which Exhibit is incorporated herein by reference.

(C)	Reference is made to the appropriate Exhibit of the Company report on Form 10-K for the fiscal year ended December 31, 2005, which Exhibit is incorporated herein by reference.

(D)	Reference is made to Exhibit 4.1 of the Company report on Form 8-K, dated February 12, 2007, which Exhibit is incorporated herein by reference.

(E)	Reference is made to the appropriate Exhibit of the Company report on Form 10-K for the fiscal year ended December 31, 2007, which Exhibit is incorporated herein by reference.

(F)	Reference is made to the appropriate Exhibit of the Company report on Form 8-K, dated December 31, 2008, which Exhibit is incorporated herein by reference.

(G)	Reference is made to Exhibit 3(a) of the Company report on Form 10-K for the fiscal year ended December 31, 2008, which Exhibit is incorporated herein by reference.

(H)	Reference is made to Exhibit 10.1 of the Company report on Form 8-K, dated May 21, 2009, which Exhibit is incorporated herein by reference.

(I)	Reference is made to Exhibit 2.3 of the Company report on Form 8-A, dated October 30, 2009, which Exhibit is incorporated herein by reference.

(J)	Reference is made to the Exhibit 10.2 of the Company report on Form 10-Q, dated September 30, 2009, which Exhibit is incorporated herein by reference.

(K)	Reference is made to Appendix B of the Company Definitive Proxy Statement on Schedule 14A, dated April 7, 2010, which is incorporated herein by reference.

(L)	Reference is made to the appropriate Exhibit of the Company report on Form 10-K for the fiscal year ended December 31, 2010, which Exhibit is incorporated herein by reference.

(M)	Reference is made to the appropriate Exhibit of the Company report on Form 10-K for the fiscal year ended December 31, 2011, which Exhibit is incorporated herein by reference.

(N)	Reference is made to the appropriate Exhibit of the Company report on Form 8-K, dated December 20, 2012, which Exhibit is incorporated herein by reference.

(O)	Reference is made to the appropriate Exhibit of the Company report on Form 8-K, dated December 21, 2012, which Exhibit is incorporated herein by reference.

(P)	Reference is made to the appropriate Exhibit of the Company report on Form 8-K, dated May 16, 2013, which Exhibit is incorporated herein by reference.

(Q)	Reference is made to the appropriate Exhibit of the Company report on Form 8-K, dated August 7, 2013, which Exhibit is incorporated herein by reference.

(R)	Reference is made to the appropriate Exhibit of the Company report on Form 10-Q, dated September 30, 2013, which Exhibit is incorporated herein by reference.

(S)	Reference is made to the appropriate Exhibit of the Company report on Form 8-K, dated January 31, 2014, which Exhibit is incorporated herein by reference.

(T)	Reference is made to the appropriate Exhibit of the Company report on Form 8-K, dated February 13, 2014, which Exhibit is incorporated herein by reference.

(U)	Reference is made to Exhibit 10.1 of the Company report on Form 8-K, dated February 26, 2014, which Exhibit is incorporated herein by reference.

(V)	Reference is made to Exhibit 10.1 of the Company report on Form 8-K, dated July 23, 2014, which Exhibit is incorporated herein by reference.

(W)	Reference is made to Exhibit 2.1 of the Company report on Form 8-K, dated August 29, 2014, which Exhibit is incorporated herein by reference.

(X)	Reference is made to Exhibit 10.1 of the Company report on Form 8-K, dated September 30, 2014, which Exhibit is incorporated herein by reference.

(Y)	Reference is made to Exhibit 10.1 of the Company report on Form 8-K, dated November 14, 2014, which Exhibit is incorporated herein by reference.

(Z)	Reference is made to Exhibit 10.1 of the Company report on Form 8-K, dated January 16, 2015, which Exhibit is incorporated herein by reference.

(AA)	Reference is made to Exhibit 10.1 of the Company report on Form 8-K, dated January 21, 2015, which Exhibit is incorporated herein by reference.

(AB)	Reference is made to Exhibit 10.1 of the Company report on Form 8-K, dated March 7, 2014, which Exhibit is incorporated herein by reference.

(AC)	Reference is made to Exhibit 10.2 of the Company report on Form 8-K, dated March 7, 2014, which Exhibit is incorporated herein by reference.

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•	An increase in the maximum leverage ratio for the first three quarters of 2014 and a ratio of 3.50 to 1.00 as of December 31, 2014. The quarterly minimum interest coverage ratio remained 3.5 to 1.00 in the Amended and Restated Credit Agreement.

•

In calculating the Company’s EBITDA for purposes of determining the leverage and interest coverage ratios, the Amended and Restated Credit Agreement allowed the Company to add back to EBITDA up to $20,000,000 for one-time cash restructuring charges incurred after May 30, 2013, which was an incremental increase of $5,000,000 from the terms of the Prior Credit Agreement. The Amendment on September 30, 2014 allowed for an additional add back to EBITDA for warranty expense accrued up to $10,000,000 and subtraction of related cash payments when made in future periods.

•	A decrease in the aggregate principal amount of the revolving credit facility to $100,000,000 from $250,000,000 through the maturity date of the facility in October 2015, as well as reductions in the facility’s swing line loan, optional currency and foreign-borrower sublimits.

•	Reductions in the allowances under the facility for capital expenditures (down to $25,000,000 annually), dividends, other indebtedness and liens.

•	An increase of 25 basis points in the margin applicable to determining the interest rate on borrowings under the revolving credit facility.

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*	Shares available for grant as of December 31, 2014 reduced by net restricted stock / unit and performance share / unit award activity of 369,690 shares and 427,244 shares, respectively.

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(1)	Consists of un-allocated corporate SG&A costs and intercompany profits, which do not meet the quantitative criteria for determining reportable segments. In addition, the “All Other” earnings (loss) before income taxes for 2012 includes loss on debt extinguishment including debt finance charges, interest and fees.

(2)

The 2014 IPG assets and long-lived assets include decreases of $13,041,000 due to intangible asset impairment write-offs. The 2013 IPG and North America/HME assets and long-lived assets include decreases of $1,356,000 and $167,000, respectively, due to intangible asset impairment write-offs. The 2012 IPG and North America/HME assets and long-lived assets decrease include a decrease of $677,000 and $96,000 related to intangible asset impairment write-offs in 2013.

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(1)	Includes various services, including repair services, equipment rentals and external contracting.

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