##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT of 1934
 For the quarterly period ended March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT of 1934
 For the transition period from ______ to ______
 COMMISSION FILE NUMBER: 0-452
 TECUMSEH PRODUCTS COMPANY
  Michigan(State or other jurisdiction of incorporation or
    
    38-1093240organization)
    
    (IRS Employer Identification Number)1136 OAK VALLEY DRIVEANN ARBOR, MICHIGAN
    
    48108(Address of Principal Executive Offices)
    
    (Zip Code)
 
 Yes þ No o
 Yes o No o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 Yes o No þ




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##### 



TABLE OF CONTENTS
 PagePART I FINANCIAL INFORMATION:Item 1. Financial StatementsConsolidated Balance Sheets (unaudited)
    
    
    3Consolidated Statements of Operations (unaudited)
    
    
    4Consolidated Statements of Cash Flows (unaudited)
    
    
    5Notes to Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    18Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    24Item 4. Controls and Procedures
    
    
    26PART II OTHER INFORMATION:Item 1. Legal Proceedings
    
    
    27Item 6. Exhibits
    
    
    28Signatures
    
    
    29Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   Page 2




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PART I. FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements.
 TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
 
   March 31,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    113.2
    
    
    $
    90.7Restricted cash and cash equivalents
    
    
    9.6
    
    
    
    10.5Short-term investments
    
    
    3.6
    
    
    
    Accounts receivable, trade, less allowance for
doubtful accounts of $1.0 in 2010 and $1.2 in 2009
    
    
    113.0
    
    
    
    79.4Inventories
    
    
    124.3
    
    
    
    109.6Deferred income taxes
    
    
    7.5
    
    
    
    7.4Recoverable non-income taxes
    
    
    46.9
    
    
    
    38.5Fair value of hedge
    
    
    7.7
    
    
    
    11.2Other current assets
    
    
    13.4
    
    
    
    13.4Total current assets
    
    
    439.2
    
    
    
    360.7Property, Plant, and Equipment, net
    
    
    247.6
    
    
    
    259.7Long-term investments
    
    
    
    
    
    
    4.1Prepaid pension expense
    
    
    8.5
    
    
    
    80.3Recoverable non-income taxes
    
    
    36.6
    
    
    
    38.5Other assets
    
    
    21.3
    
    
    
    23.8Total assets
    
    $
    753.2
    
    
    $
    767.1LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable, trade
    
    $
    153.3
    
    
    $
    117.4Short-term borrowings
    
    
    27.9
    
    
    
    23.0Accrued liabilities:Employee compensation
    
    
    27.3
    
    
    
    29.0Product warranty and self-insured risks
    
    
    10.9
    
    
    
    10.6Payroll taxes
    
    
    11.1
    
    
    
    11.1Fair value of hedge
    
    
    1.0
    
    
    
    0.6Other
    
    
    15.0
    
    
    
    19.2Total current liabilities
    
    
    246.5
    
    
    
    210.9Long-term debt
    
    
    5.0
    
    
    
    8.0Deferred income taxes
    
    
    6.3
    
    
    
    7.2Other postretirement benefit liabilities
    
    
    39.2
    
    
    
    41.1Product warranty and self-insured risks
    
    
    4.6
    
    
    
    4.8Pension liabilities
    
    
    24.6
    
    
    
    25.2Other
    
    
    6.1
    
    
    
    6.5Total liabilities
    
    
    332.3
    
    
    
    303.7Stockholders EquityClass A common stock, $1 par value; authorized
75,000,000 shares; issued and outstanding 13,401,938
shares in 2010 and 2009
    
    
    13.4
    
    
    
    13.4Class B common stock, $1 par value; authorized
25,000,000 shares; issued and outstanding 5,077,746
shares in 2010 and 2009
    
    
    5.1
    
    
    
    5.1Paid in capital
    
    
    11.0
    
    
    
    11.0Retained earnings
    
    
    369.1
    
    
    
    411.0Accumulated other comprehensive income
    
    
    22.3
    
    
    
    22.9Total stockholders equity
    
    
    420.9
    
    
    
    463.4Total liabilities and stockholders equity
    
    $
    753.2
    
    
    $
    767.1
   Page 3




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TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
 
   Three Months EndedMarch 31,2010
    
    
    2009Net sales
    
    $
    238.7
    
    
    $
    151.3Cost of sales and operating expenses
    
    
    210.0
    
    
    
    141.8Selling and administrative expenses
    
    
    28.5
    
    
    
    32.4Impairments, restructuring charges, and other items
    
    
    40.0
    
    
    
    5.9Operating loss
    
    
    (39.8
    )
    
    
    (28.8
    )Interest expense
    
    
    (3.0
    )
    
    
    (2.9
    )Interest income and other, net
    
    
    0.3
    
    
    
    0.8Loss from continuing operations before taxes
    
    
    (42.5
    )
    
    
    (30.9
    )Tax benefit
    
    
    1.8
    
    
    
    6.5Loss from continuing operations
    
    
    (40.7
    )
    
    
    (24.4
    )Income (loss) from discontinued operations, net of tax
    
    
    (1.2
    )
    
    
    0.5Net loss
    
    $
    (41.9
    )
    
    $
    (23.9
    )Basic and diluted loss per share (a):Loss from continuing operations
    
    
    (2.20
    )
    
    
    (1.32
    )Income (loss) from discontinued operations, net of tax
    
    
    (.06
    )
    
    
    0.03Net loss per share
    
    $
    (2.26
    )
    
    $
    (1.29
    )Weighted average shares, basic and diluted (in thousands)
    
    
    18,480
    
    
    
    18,480Cash dividends declared per share
    
    $
    0.00
    
    
    $
    0.00
 (a)
    
    On April 9, 2007, we issued a warrant to a lender to purchase 1,390,944 shares of our Class A
Common Stock, which is equivalent to 7% of our fully diluted common stock (including both
Class A and Class B shares). This warrant is not included in diluted per share information,
as the effect would be antidilutive.   Page 4




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TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
 
   Three Months EndedMarch 31,2010
    
    
    2009Cash Flows from Operating Activities:Net loss
    
    $
    (41.9
    )
    
    $
    (23.9
    )Adjustments to reconcile net loss to net cash provided by
(used in) operating activities:Depreciation
    
    
    10.0
    
    
    
    9.4Amortization of debt-issuance costs
    
    
    0.3
    
    
    
    0.1Gain on disposal of property and equipment
    
    
    
    
    
    
    0.5Non-cash settlement of hourly pension plan reversion
    
    
    29.2
    
    
    
    Deferred income taxes
    
    
    (3.0
    )
    
    
    (5.4
    )Share based compensation
    
    
    0.4
    
    
    
    (0.3
    )Investment impairment
    
    
    0.4
    
    
    
    Changes in operating assets and liabilities:Accounts receivable
    
    
    (36.0
    )
    
    
    5.8Inventories
    
    
    (16.3
    )
    
    
    10.1Payables and accrued expenses
    
    
    45.2
    
    
    
    (27.1
    )Employee retirement benefits
    
    
    (2.8
    )
    
    
    (2.2
    )Hourly pension plan reversion, net of excise tax
    
    
    43.6
    
    
    
    Recoverable non-income taxes
    
    
    (5.1
    )
    
    
    1.6Other
    
    
    (0.1
    )
    
    
    3.1Cash provided by (used in) operating activities
    
    
    23.9
    
    
    
    (28.3
    )Cash Flows from Investing Activities:Capital expenditures
    
    
    (1.6
    )
    
    
    (2.6
    )Short and long term investments
    
    
    0.5
    
    
    
    Restricted cash and cash equivalents
    
    
    0.8
    
    
    
    0.5Proceeds from sale of assets
    
    
    0.1
    
    
    
    Cash used in investing activities
    
    
    (0.2
    )
    
    
    (2.1
    )Cash Flows from Financing Activities:Other borrowings, net
    
    
    2.6
    
    
    
    7.2Cash provided by financing activities
    
    
    2.6
    
    
    
    7.2Effect of Exchange Rate Changes on Cash
    
    
    (3.8
    )
    
    
    (1.9
    )Increase (decrease) in cash and cash equivalents
    
    
    22.5
    
    
    
    (25.1
    )Cash and Cash Equivalents:Beginning of Period
    
    
    90.7
    
    
    
    113.1End of Period
    
    $
    113.2
    
    
    $
    88.0Cash paid (refunds received) for taxes
    
    $
    (0.2
    )
    
    $
    1.0Cash paid for interest
    
    $
    2.5
    
    
    $
    3.0
   Page 5




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TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
 
   NOTE 1. Accounting Policies
  Reclassification
  Use of Estimates
   NOTE 2. Discontinued Operations
    Three Months
    
    
    Three MonthsEnded
    
    
    EndedMarch 31,
    
    
    March 31,(In Millions)
    
    2010
    
    
    2009Net sales
    
    $
    
    
    
    $
    0.3Cost of sales
    
    
    
    
    
    
    0.4Selling and administrative expenses
    
    
    
    
    
    
    0.3Impairments, restructuring charges, and other items
    
    
    0.9
    
    
    
    (1.0
    )Operating (loss) income from discontinued operations before income taxes
    
    
    (0.9
    )
    
    
    0.6Income taxes
    
    
    0.3
    
    
    
    0.1Operating (loss) income from discontinued operations, net of income taxes
    
    $
    (1.2
    )
    
    $
    0.5
  Page 6




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NOTE 3. Inventories
  March 31,
    
    
    December 31,(In Millions)
    
    2010
    
    
    2009Raw materials
    
    $
    61.6
    
    
    $
    58.3Work in progress
    
    
    5.2
    
    
    
    4.3Finished goods
    
    
    62.9
    
    
    
    52.2Reserve for obsolete and slow moving inventory
    
    
    (4.8
    )
    
    
    (4.3
    )Reserve for lower of cost or market
    
    
    (0.6
    )
    
    
    (0.9
    )$
    124.3
    
    
    $
    109.6
 NOTE 4. Property, Plant and Equipment, net
  March 31,
    
    
    December 31,(In Millions)
    
    2010
    
    
    2009Land and land improvements
    
    $
    16.3
    
    
    $
    16.5Buildings
    
    
    101.4
    
    
    
    107.5Machinery and Equipment
    
    
    875.8
    
    
    
    892.1993.5
    
    
    
    1,016.1Less accumulated depreciation
    
    
    747.9
    
    
    
    759.4245.6
    
    
    
    256.7Construction in process
    
    
    2.0
    
    
    
    3.0Property, plant and equipment, net
    
    $
    247.6
    
    
    $
    259.7
   Page 7




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NOTE 5. Pension and Other Postemployment Benefit (OPEB) Plans
  Pension Benefits
    
    
    Other BenefitsThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,(In Millions)
    
    2010
    
    
    2009
    
    
    2010
    
    
    2009Service cost
    
    $
    0.5
    
    
    $
    0.6
    
    
    $
    0.1
    
    
    $
    0.1Interest cost
    
    
    2.7
    
    
    
    2.9
    
    
    
    0.6
    
    
    
    0.6Expected return on plan assets
    
    
    (4.0
    )
    
    
    (4.1
    )
    
    
    
    
    
    
    Amortization of net loss (gain)
    
    
    0.3
    
    
    
    
    
    
    $
    (1.3
    )
    
    
    (2.4
    )Amortization of actuarial transition obligation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (0.1
    )Amortization of unrecognized prior service costs
    
    
    (0.5
    )
    
    
    (0.6
    )
    
    
    (0.6
    )
    
    
    (1.8
    )Additional expense due to curtailments,
settlements and terminations (see below)
    
    
    29.4
    
    
    
    0.5
    
    
    
    
    
    
    
    Net periodic expense (benefit)
    
    $
    28.9
    
    
    $
    (0.1
    )
    
    $
    (0.6
    )
    
    $
    (1.8
    )
      NOTE 6. Recoverable Non-income Taxes
    Page 8




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March 31,
    
    
    December 31,(In Millions)
    
    2010
    
    
    2009Brazil
    
    $
    71.6
    
    
    $
    67.7India
    
    
    8.6
    
    
    
    7.1Europe
    
    
    3.3
    
    
    
    2.2Total recoverable non-income taxes
    
    $
    83.5
    
    
    $
    77.0
  NOTE 7. Warranties
   Three Months
    
    
    Three MonthsEnded
    
    
    Ended(In Millions)
    

March
31, 2010
    
    

March
31, 2009Balance at January 1,
    
    $
    5.1
    
    
    $
    6.6Settlements made (in cash or in kind)
    
    
    (1.5
    )
    
    
    (1.1
    )Current year accrual
    
    
    1.2
    
    
    
    1.0Adjustments to preexisting warranties
    
    
    0.1
    
    
    
    (1.9
    )Effect of foreign currency translation
    
    
    
    
    
    
    (0.1
    )Balance at March 31,
    
    $
    4.9
    
    
    $
    4.5
  NOTE 8. Debt
     Page 9




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NOTE 9. Comprehensive Income (Loss)
  Three Months EndedMarch 31,(In Millions)
    
    2010
    
    
    2009Net loss
    
    $
    (41.9
    )
    
    $
    (23.9
    )Other comprehensive income (loss), net of tax:Foreign currency translation adjustments
    
    
    (8.1
    )
    
    
    12.2Loss on derivatives
    
    
    (3.5
    )
    
    
    (3.4
    )Total comprehensive (loss) income
    
    $
    (53.5
    )
    
    $
    (15.1
    )
 NOTE 10. Share-Based Compensation Arrangements
      March
31, 2010
    
    

March
31, 2009Risk-free interest rate
    
    
    2.51-3.25
    %
    
    
    2.28
    %Dividend yield
    
    
    0.0
    %
    
    
    0.0
    %Expected life (years)
    
    4.9-6.8 years
    
    
    6-7 yearsVolatility
    
    
    92.18
    %
    
    
    86.77
    %
   Page 10




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NOTE 11. Impairments, Restructuring Charges, and Other Items
  Three Months EndedMarch 31,(In Millions)
    
    2010
    
    
    2009Settlement loss on the hourly pension plan reversion
    
    $
    29.2
    
    
    $
    Excise tax expense on proceeds from hourly retirement plan reversion
    
    
    10.9
    
    
    
    Impairment of Investment
    
    
    0.4
    
    
    
    Severance, restructuring costs, and special termination benefits
    
    
    0.5
    
    
    
    3.3Final settlement of previously terminated salary retirement plan, net of excise tax
    
    
    (1.0
    )
    
    
    Environmental reserve on held-for-sale building
    
    
    
    
    
    
    2.3Loss on transfer of surplus land
    
    
    
    
    
    
    0.3Total impairments, restructuring charges, and other items
    
    $
    40.0
    
    
    $
    5.9
    (In Millions)
    
    Severance
    
    
    Excise Tax
    
    
    Other
    
    
    TotalBalance at January 1, 2010
    
    $
    9.7
    
    
    $
    
    
    
    $
    1.8
    
    
    $
    11.5Accruals
    
    
    0.2
    
    
    
    10.9
    
    
    
    (1.0
    )
    
    
    10.1Payments
    
    
    (5.4
    )
    
    
    
    
    
    
    0.7
    
    
    
    (4.7
    )Balance at March 31, 2010
    
    $
    4.5
    
    
    $
    10.9
    
    
    $
    1.5
    
    
    $
    16.9
  NOTE 12. Income Taxes
   Page 11




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NOTE 13. Fair Value
  Level 1
    
    Valuation is based upon quoted prices for identical instruments traded in active markets.
 Level 2
    
    Valuation is based upon quoted prices for similar instruments in active markets, quoted
prices for identical or similar instruments in markets that are not active, and model-based
valuation techniques for which all significant assumptions are observable in the market.
 Level 3
    
    Valuation is generated from model-based techniques that use at least one significant
assumption not observable in the market. These unobservable assumptions reflect estimates of
assumptions that market participants would use in pricing the asset or liability.
  Page 12




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Total Fair(In Millions)
    
    Value
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Assets:Auction rate certificates
    
    
    3.3
    
    
    
    
    
    
    
    
    
    
    
    3.3Auction rate securities rights
    
    
    0.3
    
    
    
    
    
    
    
    
    
    
    
    0.3Commodity futures contracts
    
    
    5.0
    
    
    
    
    
    
    
    5.0
    
    
    
    Foreign currency derivatives
    
    
    2.7
    
    
    
    
    
    
    
    2.7
    
    
    
    Balance as of March 31, 2010
    
    $
    11.3
    
    
    $
    
    
    
    $
    7.7
    
    
    $
    3.6Liabilities:Foreign currency derivatives
    
    
    1.0
    
    
    
    
    
    
    
    1.0
    
    
    
    Balance as of March 31, 2010
    
    $
    1.0
    
    
    $
    
    
    
    $
    1.0
    
    
    $
    
  Auction Rate
    
    
    Auction Rate(In Millions)
    
    Certificates
    
    
    Securities RightsBalance at January 1, 2010
    
    $
    3.9
    
    
    $
    0.2Payments on principal
    
    
    (0.6
    )
    
    
    Gains (losses) included in investment income
    
    
    
    
    
    
    0.1Balance at March 31, 2010
    
    $
    3.3
    
    
    $
    0.3
  NOTE 14. Derivative Instruments and Hedging Activities
     Page 13




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Asset (Liability) DerivativesMarch 31, 2010
    
    
    December 31, 2009Financial
    
    
    
    
    
    Financial(In Millions)
    
    Position Location
    
    Fair Value
    
    
    Position Location
    
    Fair ValueDerivatives designated as hedging instrumentsCommodity futures contracts
    
    Fair value of hedge (asset)
    
    $
    5.0
    
    
    Fair value of hedge (asset)
    
    $
    5.4Commodity futures contracts
    
    Fair value of hedge (liability)
    
    
    
    
    
    Fair value of hedge (liability)
    
    
    (0.4
    )Foreign currency derivatives
    
    Fair value of hedge      (asset)
    
    
    2.7
    
    
    Fair value of hedge (asset)
    
    
    5.8Foreign currency derivatives
    
    Fair value of hedge (liability)
    
    
    (1.0
    )
    
    Fair value of hedge (liability)
    
    
    (0.2
    )Total derivatives designated as hedging
instruments
    
    
    
    $
    6.7
    
    
    
    
    $
    10.6
  Amount of Gain orAmount of Gain or
    
    
    
    
    
    
    (Loss) Reclassified(Loss) Recognized in
    
    
    Location of Gain or
    
    
    from AccumulatedOCI
    
    
    (Loss) Reclassified
    
    
    OCI into Income(Effective Portion)
    
    
    from Accumulated
    
    
    (Effective Portion)Three Months Ended
    
    
    OCI into Income
    
    
    Three Months Ended(In Millions)
    
    March 31, 2010
    
    
    (Effective Portion)
    
    
    March 31, 2010Derivatives designated as hedging instrumentsCommodity futures contracts
    
    $
    1.0
    
    
    Cost of sales
    
    $
    1.0Foreign currency derivatives
    
    
    (0.6
    )
    
    Cost of sales
    
    
    2.9Total
    
    $
    0.4
    
    
    
    
    
    
    $
    3.9
  NOTE 15. Commitments and Contingencies
 Accounts Receivables
  Purchase Commitments
  Letters of Credit
   Page 14




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Litigation
 General
  U.S. Horsepower label litigation
 th
 Canadian Horsepower label litigation
   Page 15




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Compressor industry antitrust investigation
     Platinum
   Page 16




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Environmental Matters
    NOTE 16. Recently Issued Accounting Pronouncements
 Consolidation of Variable Interest Entities
  NOTE 17. Subsequent Events
   Page 17




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Item 2.
    
    Managements
Discussion and Analysis of Financial Condition and Results of Operations.
 CAUTIONARY STATEMENTS RELATING TO FORWARD LOOKING STATEMENTS
     EXECUTIVE SUMMARY
  Economy
   Page 18




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Copper and Steel
      Currency Exchange
  Liquidity
    Page 19




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RESULTS OF OPERATIONS
   Three Months Ended March 31,(Dollars In Millions)
    
    2010
    
    

%
    
    
    2009*
    
    
    %Net sales
    
    $
    238.7
    
    
    
    100.0
    %
    
    $
    151.3
    
    
    
    100.0
    %Cost of sales and operating expenses
    
    
    210.0
    
    
    
    88.0
    %
    
    
    141.8
    
    
    
    93.7
    %Selling and administrative expenses
    
    
    28.5
    
    
    
    11.9
    %
    
    
    32.4
    
    
    
    21.4
    %Impairments, restructuring charges, and other items
    
    
    40.0
    
    
    
    16.8
    %
    
    
    5.9
    
    
    
    3.9
    %Operating loss
    
    
    (39.8
    )
    
    
    (16.7
    )%
    
    
    (28.8
    )
    
    
    (19.0
    )%Interest expense
    
    
    (3.0
    )
    
    
    1.2
    %
    
    
    (2.9
    )
    
    
    1.9
    %Interest income and other, net
    
    
    0.3
    
    
    
    0.1
    %
    
    
    0.8
    
    
    
    0.5
    %Loss from continuing operations before taxes
    
    
    (42.5
    )
    
    
    (17.8
    )%
    
    
    (30.9
    )
    
    
    (20.4
    )%Tax benefit
    
    
    1.8
    
    
    
    0.8
    %
    
    
    6.5
    
    
    
    4.3
    %Net loss from continuing operations
    
    $
    (40.7
    )
    
    
    (17.0
    )%
    
    $
    (24.4
    )
    
    
    (16.1
    )%
 *
    
    The Paris Tennessee operation reclassification decreases net loss from continuing operations,
net of tax, by $0.1 million for the quarter ended March 31, 2009.    Page 20




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##### Table of Contents



LIQUIDITY AND CAPITAL RESOURCES
   Cash Flow
   Page 21




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##### Table of Contents



Liquidity Sources
 Credit Facilities and Cash on Hand
       Page 22




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##### Table of Contents



Potential Non-Operating Cash Inflows
   Accounts Receivable Sales
  Adequacy of Liquidity Sources
  OFF-BALANCE SHEET ARRANGEMENTS
  CONTRACTUAL OBLIGATIONS
  SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES
   OUTLOOK
   Page 23




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##### Table of Contents



Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk.
   Page 24




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##### Table of Contents



Credit Risk 
  Interest Rate Risk 
 Commodity Price Risk 
   Foreign Currency Exchange Risk 
    Page 25




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##### Table of Contents



Item 4.
    
    Controls and Procedures.
    Changes In Internal Control Over Financial Reporting
  Limitations On The Effectiveness Of Controls And Procedures
    Page 26




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings.
 Kahn shareholder lawsuit
  Canadian Horsepower label litigation
  U.S. Horsepower label litigation
 U.S. Horsepower label
litigation
 Compressor industry antitrust investigation
 Compressor
industry antitrust investigation
 Platinum
 Platinum
 Other litigation
   Page 27




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##### Table of Contents



Item 6.
    
    Exhibits.
 ExhibitNumber
    
    Description10.1
    
    
    Description of 2010 terms of Tecumseh Product Companys Annual
Incentive Plan, incorporated by reference to the disclosures in
Item 5.02 of the Companys Current Report on Form 8-K, dated
March 8, 2010 and filed March 12, 2010.31.1
    
    
    Certifications of the President and principal executive officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certifications of the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of the President and principal executive officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of the Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.
  Page 28




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##### Table of Contents



TECUMSEH PRODUCTS COMPANY
(Registrant)Date: May 5, 2010
    By:
    /s/ James J. ConnorJames J. ConnorVice President, Treasurer and 
Chief Financial Officer (Duly Authorized and Principal Financial Officer)  Page 29




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description10.1
    
    
    Description of 2010 terms of Tecumseh Product Companys Annual
Incentive Plan, incorporated by reference to the disclosures in
Item 5.02 of the Companys Current Report on Form 8-K, dated
March 8, 2010 and filed March 12, 2010.31.1
    
    
    Certifications of the President and principal executive officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certifications of the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certification of the President and principal executive officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certification of the Chief Financial Officer pursuant to Section
906 of the Sarbanes-Oxley Act of 2002.