##### 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, 2011
 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 organization)
    
    38-1093240
(IRS Employer Identification Number)1136 Oak Valley Drive, Ann Arbor, Michigan
(Address of Principal Executive Offices)
    
    48108
(Zip Code)
 
  þ o
  o o
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
(Do not check if a smaller reporting company)
    
    Smaller reporting company o
  o þ
  Class B Common Stock, $1.00 Par Value:
    
    
    5,077,746Class A Common Stock, $1.00 Par Value:
    
    
    13,401,938




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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
    
    
    25Item 4. Controls and Procedures
    
    
    27PART 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 31,2011
    
    
    2010ASSETSCurrent Assets:Cash and cash equivalents
    
    $
    54.1
    
    
    $
    65.9Restricted cash and cash equivalents
    
    
    14.2
    
    
    
    14.6Accounts receivable, trade, less allowance for
doubtful accounts of $1.2 in 2011 and
2010
    
    
    149.7
    
    
    
    127.8Inventories
    
    
    171.5
    
    
    
    151.5Deferred and recoverable income taxes
    
    
    1.7
    
    
    
    1.7Recoverable non-income taxes
    
    
    46.9
    
    
    
    60.0Fair value of hedge
    
    
    12.4
    
    
    
    12.5Other current assets
    
    
    12.5
    
    
    
    13.7Total current assets
    
    
    463.0
    
    
    
    447.7Property, Plant, and Equipment, net
    
    
    231.3
    
    
    
    234.9Prepaid pension expense
    
    
    9.0
    
    
    
    9.5Deferred income taxes
    
    
    4.0
    
    
    
    3.5Recoverable non-income taxes
    
    
    30.4
    
    
    
    47.4Other assets
    
    
    34.5
    
    
    
    18.8Total assets
    
    $
    772.2
    
    
    $
    761.8LIABILITIES AND STOCKHOLDERS EQUITYCurrent Liabilities:Accounts payable, trade
    
    $
    161.8
    
    
    $
    143.7Short-term borrowings
    
    
    50.6
    
    
    
    52.2Accrued liabilities:Employee compensation
    
    
    31.0
    
    
    
    30.7Product warranty and self-insured risks
    
    
    12.0
    
    
    
    12.0Payroll taxes
    
    
    12.3
    
    
    
    11.3Fair value of hedge
    
    
    0.1
    
    
    
    Other
    
    
    8.2
    
    
    
    12.6Total current liabilities
    
    
    276.0
    
    
    
    262.5Long-term debt
    
    
    10.8
    
    
    
    13.2Deferred income taxes
    
    
    3.7
    
    
    
    3.7Other postretirement benefit liabilities
    
    
    10.9
    
    
    
    11.0Product warranty and self-insured risks
    
    
    3.8
    
    
    
    3.8Pension liabilities
    
    
    26.7
    
    
    
    25.9Other
    
    
    7.3
    
    
    
    6.8Total liabilities
    
    
    339.2
    
    
    
    326.9Stockholders EquityClass A common stock, $1 par value; authorized
75,000,000 shares; issued and outstanding
13,401,938 shares in 2011 and 2010
    
    
    13.4
    
    
    
    13.4Class B common stock, $1 par value; authorized
25,000,000 shares; issued and outstanding 5,077,746
shares in 2011 and 2010
    
    
    5.1
    
    
    
    5.1Paid in capital
    
    
    11.0
    
    
    
    11.0Retained earnings
    
    
    345.8
    
    
    
    354.2Accumulated other comprehensive income
    
    
    57.7
    
    
    
    51.2Total stockholders equity
    
    
    433.0
    
    
    
    434.9Total liabilities and stockholders equity
    
    $
    772.2
    
    
    $
    761.8
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TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
 
   Three Months EndedMarch 31,2011
    
    
    2010Net sales
    
    $
    242.9
    
    
    $
    238.7Cost of sales and operating expenses
    
    
    220.3
    
    
    
    210.0Gross Profit
    
    
    22.6
    
    
    
    28.7Selling and administrative expenses
    
    
    25.9
    
    
    
    28.5Impairments, restructuring charges, and other items
    
    
    3.3
    
    
    
    40.0Operating loss
    
    
    (6.6
    )
    
    
    (39.8
    )Interest expense
    
    
    (2.4
    )
    
    
    (3.0
    )Interest income and other, net
    
    
    0.2
    
    
    
    0.3Loss from continuing operations before taxes
    
    
    (8.8
    )
    
    
    (42.5
    )Tax benefit
    
    
    1.2
    
    
    
    1.8Loss from continuing operations
    
    
    (7.6
    )
    
    
    (40.7
    )Loss from discontinued operations, net of tax
    
    
    (0.8
    )
    
    
    (1.2
    )Net loss
    
    $
    (8.4
    )
    
    $
    (41.9
    )Basic and diluted loss per share (a):Loss from continuing operations
    
    $
    (0.41
    )
    
    $
    (2.20
    )Loss from discontinued operations, net of tax
    
    
    (0.04
    )
    
    
    (0.06
    )Net loss per share
    
    $
    (0.45
    )
    
    $
    (2.26
    )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, which expires in 2012, is not included in diluted
earnings per share information, as the effect would be antidilutive.   Page 4




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TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
 
   Three Months EndedMarch 31,2011
    
    
    2010Cash Flows from Operating Activities:Net loss
    
    $
    (8.4
    )
    
    $
    (41.9
    )Adjustments to reconcile net loss to net cash (used in)
provided by operating activities:Depreciation
    
    
    10.1
    
    
    
    10.0Amortization of debt-issuance costs
    
    
    
    
    
    
    0.3Non-cash settlement of hourly pension plan reversion
    
    
    
    
    
    
    29.2Deferred income taxes
    
    
    (1.0
    )
    
    
    (3.0
    )Share based compensation
    
    
    (0.6
    )
    
    
    0.4Investment impairment
    
    
    
    
    
    
    0.4Changes in operating assets and liabilities:Accounts receivable
    
    
    (17.5
    )
    
    
    (36.0
    )Inventories
    
    
    (16.1
    )
    
    
    (16.3
    )Payables and accrued expenses
    
    
    9.4
    
    
    
    45.2Employee retirement benefits
    
    
    0.6
    
    
    
    (2.8
    )Hourly pension plan reversion
    
    
    
    
    
    
    43.6Recoverable non-income taxes
    
    
    16.4
    
    
    
    (5.1
    )Other
    
    
    1.2
    
    
    
    (0.1
    )Cash (used in) provided by operating activities
    
    
    (5.9
    )
    
    
    23.9Cash Flows from Investing Activities:Capital expenditures
    
    
    (2.4
    )
    
    
    (1.6
    )Short and long term investments
    
    
    
    
    
    
    0.5Change in restricted cash and cash equivalents
    
    
    0.3
    
    
    
    0.8Proceeds from sale of assets
    
    
    0.1
    
    
    
    0.1Cash used in investing activities
    
    
    (2.0
    )
    
    
    (0.2
    )Cash Flows from Financing Activities:Proceeds from long-term debt
    
    
    0.2
    
    
    
    Payments of long-term debt
    
    
    (2.8
    )
    
    
    Other (repayments) borrowings, net
    
    
    (2.6
    )
    
    
    2.6Cash (used in) provided by financing activities
    
    
    (5.2
    )
    
    
    2.6Effect of Exchange Rate Changes on Cash
    
    
    1.3
    
    
    
    (3.8
    )(Decrease) increase in cash and cash equivalents
    
    
    (11.8
    )
    
    
    22.5Cash and Cash Equivalents:Beginning of Period
    
    
    65.9
    
    
    
    90.7End of Period
    
    $
    54.1
    
    
    $
    113.2
  Cash paid (refunds received) for taxes
    
    $
    0.1
    
    
    $
    (0.2
    )Cash paid for interest
    
    $
    2.4
    
    
    $
    2.5
   Page 5




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TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES
 
   NOTE 1. Accounting Policies
  Use of Estimates
   NOTE 2. Discontinued Operations
     NOTE 3. Inventories
  March 31,
    
    
    December 31,(In Millions)
    
    2011
    
    
    2010Raw materials, net of reserves
    
    $
    82.2
    
    
    $
    79.0Work in progress
    
    
    2.3
    
    
    
    1.0Finished goods, net of reserves
    
    
    87.0
    
    
    
    71.5$
    171.5
    
    
    $
    151.5
   Page 6




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NOTE 4. Property, Plant and Equipment, net
  March 31,
    
    
    December 31,(In Millions)
    
    2011
    
    
    2010Land and land improvements
    
    $
    16.5
    
    
    $
    16.3Buildings
    
    
    100.2
    
    
    
    97.4Machinery and Equipment
    
    
    913.6
    
    
    
    892.01,030.3
    
    
    
    1,005.8Less accumulated depreciation
    
    
    805.0
    
    
    
    776.0225.3
    
    
    
    229.8Construction in process
    
    
    6.0
    
    
    
    5.1Property, plant and equipment, net
    
    $
    231.3
    
    
    $
    234.9
  NOTE 5. Pension and Other Postemployment Benefit (OPEB) Plans
  Pension Benefits
    
    
    Other BenefitsThree Months Ended
    
    
    Three Months EndedMarch 31,
    
    
    March 31,(In Millions)
    
    2011
    
    
    2010
    
    
    2011
    
    
    2010Service cost
    
    $
    0.5
    
    
    $
    0.5
    
    
    $
    0.2
    
    
    $
    0.1Interest cost
    
    
    2.0
    
    
    
    2.7
    
    
    
    0.2
    
    
    
    0.6Expected return on plan assets
    
    
    (2.1
    )
    
    
    (4.0
    )
    
    
    
    
    
    
    Amortization of net loss (gain)
    
    
    0.3
    
    
    
    0.3
    
    
    
    (2.4
    )
    
    
    (1.3
    )Additional expense due to
curtailments, settlements and
terminations (see below)
    
    
    
    
    
    
    29.4
    
    
    
    
    
    
    
    Net periodic expense (benefit)
    
    $
    0.7
    
    
    $
    28.9
    
    
    $
    (2.0
    )
    
    $
    (0.6
    )
   NOTE 6. Recoverable Non-income Taxes
    Page 7




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March 31,
    
    
    December 31,(In Millions)
    
    2011
    
    
    2010Brazil
    
    $
    61.1
    
    
    $
    84.7India
    
    
    15.1
    
    
    
    14.2Europe
    
    
    1.1
    
    
    
    8.5Total recoverable non-income taxes
    
    $
    77.3
    
    
    $
    107.4
   NOTE 7. Warranties
   Three Months
    
    
    Three MonthsEnded
    
    
    Ended(In Millions)
    
    March 31, 2011
    
    
    March 31, 2010Balance at January 1,
    
    $
    5.9
    
    
    $
    5.1Settlements made (in cash or in kind)
    
    
    (1.5
    )
    
    
    (1.5
    )Current year accrual
    
    
    1.9
    
    
    
    1.2Adjustments to preexisting warranties
    
    
    0.1
    
    
    
    0.1Effect of foreign currency translation
    
    
    
    
    
    
    Balance at March 31,
    
    $
    6.4
    
    
    $
    4.9
  NOTE 8. Debt
      Page 8




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NOTE 9. Comprehensive Income (Loss)
  Three Months EndedMarch 31,(In Millions)
    
    2011
    
    
    2010Net loss
    
    $
    (8.4
    )
    
    $
    (41.9
    )Other comprehensive income (loss), net of taxForeign currency translation adjustments
    
    
    8.1
    
    
    
    (8.1
    )Gain (Loss) on derivatives
    
    
    0.3
    
    
    
    (3.5
    )Total comprehensive income (loss)
    
    $
    0.0
    
    
    $
    (53.5
    )
 NOTE 10. Share-Based Compensation Arrangements
    March 31, 2011
    
    March 31, 2010Risk-free interest rate
    
    1.76-2.54%
    
    2.51-3.25%Dividend yield
    
    0.0%
    
    0.0%Expected life (years)
    
    3.9-5.8 years
    
    4.9-6.8 yearsVolatility
    
    83.88%
    
    92.18%
   Page 9




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NOTE 11. Impairments, Restructuring Charges, and Other Items
  Three MonthsEnded March 31,(In Millions)
    
    2011
    
    
    2010Severance, restructuring costs, and special termination benefits
    
    $
    3.3
    
    
    $
    0.5Settlement loss on the hourly pension plan reversion
    
    
    
    
    
    
    29.2Excise tax expense on proceeds from hourly retirement plan reversion
    
    
    
    
    
    
    10.9Impairment of Investment
    
    
    
    
    
    
    0.4Final settlement of previously terminated salary retirement plan, net of excise tax
    
    
    
    
    
    
    (1.0
    )Total impairments, restructuring charges, and other items
    
    $
    3.3
    
    
    $
    40.0
    (In Millions)
    
    Severance
    
    
    Other
    
    
    TotalBalance at January 1, 2011
    
    $
    0.6
    
    
    $
    2.4
    
    
    $
    3.0Accruals
    
    
    3.3
    
    
    
    
    
    
    
    3.3Payments
    
    
    0.5
    
    
    
    
    
    
    
    0.5Balance at March 31, 2011
    
    $
    3.4
    
    
    $
    2.4
    
    
    $
    5.8
  Page 10




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NOTE 12. Income Taxes
       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.
  Total Fair(In Millions)
    
    Value
    
    
    Level 1
    
    
    Level 2
    
    
    Level 3Assets:Commodity futures contracts
    
    $
    5.1
    
    
    $
    
    
    
    $
    5.1
    
    
    $
    Foreign currency derivatives
    
    
    7.3
    
    
    
    
    
    
    
    7.3
    
    
    
    Balance as of March 31, 2011
    
    $
    12.4
    
    
    $
    
    
    
    $
    12.4
    
    
    $
    Liabilities:Commodity futures contracts
    
    $
    0.1
    
    
    $
    
    
    
    $
    0.1
    
    
    $
    Balance as of March 31, 2011
    
    $
    0.1
    
    
    $
    
    
    
    $
    0.1
    
    
    $
    
  Page 11




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NOTE 14. Derivative Instruments and Hedging Activities
      Asset (Liability) DerivativesMarch 31, 2011
    
    
    December 31, 2010Financial
    
    
    
    
    
    Financial(In Millions)
    
    Position Location
    
    Fair Value
    
    
    Position Location
    
    Fair ValueDerivatives designated as hedging instrumentsCommodity futures contracts
    
    Fair value of hedge
    
    $
    5.1
    
    
    Fair value of hedge
    
    $
    7.3Commodity futures contracts
    
    Fair value of hedge
    
    
    (0.1
    )
    
    Fair value of hedge
    
    
    Foreign currency derivatives
    
    Fair value of hedge
    
    
    7.3
    
    
    Fair value of hedge
    
    
    5.2Total
    
    
    
    $
    12.3
    
    
    
    
    $
    12.5
  Location ofGain (Loss)Amount of Gain (Loss)
    
    
    Reclassified
    
    Amount of Gain reclassifiedrecognized in OCI (Effective
    
    
    from AOCI
    
    from AOCI into IncomePortion)
    
    
    into Income
    
    (Effective Portion)(In Millions)
    
    March 31,
    
    
    March 31,
    
    
    (Effective
    
    March 31,
    
    
    March 31,Three Months Ended
    
    2011
    
    
    2010
    
    
    Portion)
    
    2011
    
    
    2010Commodity futures contracts
    
    $
    1.5
    
    
    $
    1.0
    
    
    Cost of sales
    
    $
    3.0
    
    
    $
    1.0Foreign currency derivatives
    
    
    3.8
    
    
    
    (0.6
    )
    
    Cost of sales
    
    
    1.7
    
    
    
    2.9Total
    
    $
    5.3
    
    
    $
    0.4
    
    
    
    
    $
    4.7
    
    
    $
    3.9
  Page 12




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Location ofGainReclassified
    
    Amount of Gain reclassifiedAmount of Gain recognized in
    
    
    from AOCI
    
    from AOCI into IncomeOCI (Ineffective Portion)
    
    
    into Income
    
    (Ineffective Portion)(In Millions)
    
    March 31,
    
    
    March 31,
    
    
    (Ineffective
    
    March 31,
    
    
    March 31,Three Months Ended
    
    2011
    
    
    2010
    
    
    Portion)
    
    2011
    
    
    2010Commodity futures contracts
    
    $
    
    
    
    $
    
    
    
    Cost of sales
    
    $
    
    
    
    $
    Foreign currency derivatives
    
    
    0.4
    
    
    
    
    
    
    Cost of sales
    
    
    0.4
    
    
    
    Total
    
    $
    0.4
    
    
    $
    
    
    
    
    
    $
    0.4
    
    
    $
    
 NOTE 15. Commitments and Contingencies
 Accounts Receivable
  Purchase Commitments
  Letters of credit
  Litigation
 General
   Page 13




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U.S. Horsepower label litigation
 th
 Canadian Horsepower label litigation
      Page 14




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Compressor industry antitrust investigation
          Page 15




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Platinum
  Environmental Matters
      Page 16




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NOTE 16. Recently Issued Accounting Pronouncements
  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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Commodities
       Currency Exchange
  Liquidity
     Page 19




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RESULTS OF OPERATIONS
 Three Months Ended March 31, 2011 vs. Three Months Ended March 31, 2010
  Three Months Ended March 31,(Dollars In Millions)
    
    2011
    
    
    %
    
    
    2010
    
    
    %Net sales
    
    $
    242.9
    
    
    
    100.0
    %
    
    $
    238.7
    
    
    
    100.0
    %Cost of sales and operating expenses
    
    
    220.3
    
    
    
    90.7
    %
    
    
    210.0
    
    
    
    88.0
    %Gross Profit
    
    
    22.6
    
    
    
    9.3
    %
    
    
    28.7
    
    
    
    12.0
    %Selling and administrative expenses
    
    
    25.9
    
    
    
    10.7
    %
    
    
    28.5
    
    
    
    11.9
    %Impairments, restructuring charges, and other items
    
    
    3.3
    
    
    
    1.3
    %
    
    
    40.0
    
    
    
    16.8
    %Operating loss
    
    
    (6.6
    )
    
    
    (2.7
    )%
    
    
    (39.8
    )
    
    
    (16.7
    )%Interest expense
    
    
    (2.4
    )
    
    
    (1.0
    )%
    
    
    (3.0
    )
    
    
    (1.2
    )%Interest income and other, net
    
    
    0.2
    
    
    
    0.1
    %
    
    
    0.3
    
    
    
    0.1
    %Loss from continuing operations before taxes
    
    
    (8.8
    )
    
    
    (3.6
    )%
    
    
    (42.5
    )
    
    
    (17.8
    )%Tax benefit
    
    
    1.2
    
    
    
    0.5
    %
    
    
    1.8
    
    
    
    0.8
    %Net loss from continuing operations
    
    $
    (7.6
    )
    
    
    (3.1
    )%
    
    $
    (40.7
    )
    
    
    (17.0
    )%
      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



Cash inflows related to taxes
  Potential cash inflows related to outstanding Warrant
  Accounts Receivable Sales
  Adequacy of Liquidity Sources
    Page 23




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##### Table of Contents



OFF-BALANCE SHEET ARRANGEMENTS
  CONTRACTUAL OBLIGATIONS
  CRITICAL ACCOUNTING ESTIMATES
   OUTLOOK
        Page 24




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##### Table of Contents



Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk.
  Credit Risk 
  Interest Rate Risk 
 Commodity Price Risk 
     Page 25




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##### Table of Contents



Foreign Currency Exchange Risk 
   10% Strengthening against U.S. $(in millions)
    
    March 31, 2011Real
    
    $
    4.4Euro
    
    
    5.6Rupee
    
    
    0.6Total
    
    $
    10.6
  Page 26




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##### Table of Contents



10% Weakening against U.S. $(in millions)
    
    March 31, 2011Real
    
    $
    2.2Euro
    
    
    3.8Rupee
    
    
    0.1Total
    
    $
    6.1
 
 Item 4.
    
    Controls and Procedures.
    Changes In Internal Control Over Financial Reporting
  Limitations On The Effectiveness Of Controls And Procedures
   
 PART II. OTHER INFORMATION
 
 Item 1.
    
    Legal Proceedings
   Page 27




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##### Table of Contents



Item 6.
    
    Exhibits
 ExhibitNumber
    
    Description4.1
    
    
    Revolving Credit and Security Agreement, dated as of April 21,
2011, among Tecumseh Products Company, Tecumseh Compressor
Company, Tecumseh Products of Canada, Limited, Evergy, Inc. and
PNC Bank, National Association (incorporated by reference to
Exhibit 10.1 to registrants Current Report on Form 8-K dated
April 21, 2011 and filed April 27, 2011, File No. 0-452)4.2
    
    
    Side Letter, dated as of April 21, 2011, among Tecumseh Products
Company, Tecumseh Compressor Company, Tecumseh Products of Canada,
Limited, Evergy, Inc. and PNC Bank, National Association
(incorporated by reference to Exhibit 10.2 to registrants Current
Report on Form 8-K dated April 21, 2011 and filed April 27, 2011,
File No. 0-452)10.1
    
    
    Form of Award Agreement (Phantom Shares and Cash Performance
Award) under Long-Term Incentive Cash Award Plan (management
contract or compensatory plan or arrangement) (incorporated by
reference to Exhibit 99.1 to registrants Current Report on Form
8-K dated March 7, 2011 and filed March 11, 2011, File No. 0-452)10.2
    
    
    General Release of All Claims, dated as of May 4, 2011 between
Tecumseh Products Company and James E. Wainright (management
contract or compensatory plan or arrangement) (incorporated by
reference to Exhibit 99.1 to registrants Current Report on Form
8-K dated May 4, 2011 and filed May 10, 2011, File No. 0-452)31.1
    
    
    Certifications of the Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certifications of the Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certifications of the Principal Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certifications of the Principal 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 10, 2011
    By
    /s/ James J. ConnorJames J. ConnorVice President, Secretary and Chief
Financial Officer (Duly Authorized and
Principal Financial Officer)  Page 29




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##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description4.1
    
    
    Revolving Credit and Security Agreement, dated as of April 21,
2011, among Tecumseh Products Company, Tecumseh Compressor
Company, Tecumseh Products of Canada, Limited, Evergy, Inc. and
PNC Bank, National Association (incorporated by reference to
Exhibit 10.1 to registrants Current Report on Form 8-K dated
April 21, 2011 and filed April 27, 2011, File No. 0-452)4.2
    
    
    Side Letter, dated as of April 21, 2011, among Tecumseh Products
Company, Tecumseh Compressor Company, Tecumseh Products of Canada,
Limited, Evergy, Inc. and PNC Bank, National Association
(incorporated by reference to Exhibit 10.2 to registrants Current
Report on Form 8-K dated April 21, 2011 and filed April 27, 2011,
File No. 0-452)10.1
    
    
    Form of Award Agreement (Phantom Shares and Cash Performance
Award) under Long-Term Incentive Cash Award Plan (management
contract or compensatory plan or arrangement) (incorporated by
reference to Exhibit 99.1 to registrants Current Report on Form
8-K dated March 7, 2011 and filed March 11, 2011, File No. 0-452)10.2
    
    
    General Release of All Claims, dated as of May 4, 2011 between
Tecumseh Products Company and James E. Wainright (management
contract or compensatory plan or arrangement) (incorporated by
reference to Exhibit 99.1 to registrants Current Report on Form
8-K dated May 4, 2011 and filed May 10 2011, File No. 0-452)31.1
    
    
    Certifications of the Principal Executive Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.31.2
    
    
    Certifications of the Principal Financial Officer pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002.32.1
    
    
    Certifications of the Principal Executive Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.32.2
    
    
    Certifications of the Principal Financial Officer pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002.