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): November 4, 2014

TECUMSEH PRODUCTS COMPANY

(Exact name of registrant as specified in its charter)

Michigan	001-36417	38-1093240
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

5683 Hines Drive, Ann Arbor, Michigan	48108
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (734) 585-9500

(not applicable)

(Former name or former address, 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:

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

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

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

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

Item 2.02 Results of Operations and Financial Condition.

On November 4, 2014, we issued a press release regarding our third quarter of 2014 consolidated results of operations and financial condition. A copy of that press release is furnished as Exhibit 99.1 to this report and is incorporated in this Item 2.02 by reference.

Also, on November 4, 2014, (after the filing of this Form 8-K), we intend to post on our website at www.tecumseh.com in the Investors Relation section, a presentation for use in connection with our November 5, 2014 conference call to broadcast our third quarter of 2014 financial results. A copy of that presentation is furnished as Exhibit 99.2 to this report and is incorporated in this Item 2.02 by reference.

Item 7.01 Regulation FD Disclosure.

The disclosures in Item 2.02 of this report, the press release furnished as Exhibit 99.1 to this report, and the presentation furnished as Exhibit 99.2 to this report, are incorporated in this item 7.01 by reference.

Item 9.01 Financial Statements and Exhibits.

The following exhibits are filed with this report:

Exhibit No.	Description
99.1	Press release dated November 4, 2014
99.2	Third Quarter 2014 Shareholder Update call presentation

SIGNATURES

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.

		TECUMSEH PRODUCTS COMPANY
Date:	November 4, 2014	By	/s/ Janice E. Stipp
			Janice E. Stipp,     Executive Vice President, Chief Financial     Officer, Treasurer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated November 4, 2014
99.2	Third Quarter 2014 Shareholder Update call presentation

EX-99.1

Exhibit 99.1

Contact:	Janice Stipp
	Tecumseh Products Company
	734-585-9507
	Investor.relations@tecumseh.com

Tecumseh Products Company Reports Third Quarter 2014 Results

• Net sales in the third quarter of 2014 decreased $6.1 million, or 3.1%, versus the same period of 2013.

• Excluding the effect of favorable changes in foreign currency translation of $0.8 million, net sales decreased by3.5% compared to the third quarter of 2013.

• Net loss for the third quarter ended September 30, 2014 was $3.8 million compared to a net loss of $5.7 million for the third quarter of 2013.

• Operating loss was $1.3 million for the third quarter of 2014 compared to an operating loss of $3.4 million in the same period of 2013.

• EBITDAR from continuing operations for the third quarter of 2014 was $7.2 million compared to $12.6 million in the third quarter of 2013 (EBITDAR is defined below).

ANN ARBOR, Mich. - November 4, 2014 - Tecumseh Products Company (Nasdaq: TECU), a leading global manufacturer of compressors and related products, today reported an operating loss of $1.3 million and a net loss of $3.8 million, or a net loss per share of $0.21, on net sales of $188.3 million for the third quarter endedSeptember 30, 2014. This compares with an operating loss of $3.4 million and a net loss of $5.7 million, or $0.30 per share, on net sales of $194.4 million for the third quarter of 2013.

"Our results remain challenged as we reorganize to address lower production volumes and an inflexible global cost structure," stated Harold Karp, President and CEO. "We have confidence in the long-term outlook of our business as we introduce new, competitive product lines and align our cost structure with volume expectations. We will focus on our short-term liquidity needs to fund a restructuring plan that we believe will create long-term value for shareholders."

REVIEW OF OPERATIONS

Revenue: Net sales in the third quarter of 2014decreased by $6.1 million, or 3.1%, compared with the same period of 2013. Excluding the increase in sales due to the effect of favorable changes in foreign currency translation of $0.8 million, net sales decreased by 3.5% compared to the third quarter of 2013, primarily due to lower net volume and unfavorable change in sales mix, partially offset by price increases.

Sales of compressors used in commercial refrigeration and aftermarket applications represented 60% of our total sales and decreased by 5.2% to $113.9 million in the third quarter of 2014, when compared to the third quarter of 2013.

Sales of compressors for air conditioning applications and all other applications represented 22% of our total sales and decreased by 0.7% to $41.0 million in the third quarter of 2014, when compared to the third quarter of 2013.

Sales of compressors used in household refrigeration and freezer (“R&F”) applications represented 18% of our total sales and increased by 1.2% to $33.4 million in third quarter of 2014, when compared to the third quarter of 2013.

Gross profit: Gross profit decreased by $2.8 million from $24.0 million, or 12.3% of net sales in the third quarter of 2013 to $21.2 million, or 11.3% of net sales in same period in 2014. The decrease in gross profit in the third quarter of 2014 was primarily attributable to a net increase in commodity costs, primarily steel, of $2.6 million,

unfavorable changes in other material and manufacturing costs of $1.7 million and net unfavorable changes in volume and sales mix of $1.2 million. These decreases were partially offset by price increases of $2.6 million and favorable changes in currency exchange effect of $0.1 million.

Selling and administrative (“S&A”): Our S&A expenses decreased by $1.2 million from $23.6 million in the third quarter of 2013 to $22.4 million in the third quarter of 2014. The decrease was primarily due to a decline in depreciation expense of $1.9 million due to an information technology asset that became fully depreciated in late 2013 and a decline in payroll and other employee benefits of $0.5 million, partially offset by an increase of $0.6 million related to our incentive compensation awards due to compensation income recorded in the third quarter of 2013 which resulted from a revision of our prior 2013 estimates, as well as an increase of $0.6 million in professional services, primarily Board compensation.

Other income (expense), net: Other income (expense), net decreased $1.6 million from $3.6 million in the three months ended September 30, 2013 to $2.0 million in the three months ended September 30, 2014.This decrease was primarily due to recording no net amortization of gains related to our postretirement benefits due to the curtailment of these benefits that was effective after December 31, 2013, partially offset by favorable changes in foreign currency exchange rates.

Impairments, restructuring charges, and other items: We recorded $2.1 million of expense in impairments, restructuring charges, and other items in the third quarter of 2014, compared to $7.4 million of expense in the same period of 2013. In the third quarter of 2014, this expense included $1.5 million related to severance and $0.6 million related to business process re-engineering. The severance expense was primarily associated with a reduction in force at our Brazilian location.

Loss from Continuing Operations: Loss from continuing operations for the quarter ended September 30, 2014 was $3.5 million, or a loss from continuing operations per share of $0.20, as compared to a loss from continuing operations of $5.4 million, or $0.29 per share for the same period of 2013. The change was primarily related to lower impairment, restructuring charges, and other items, as well as lower S&A expenses, partially offset by lower sales and lower other income for the third quarter of 2014, as compared to the same period of 2013.

Cash Flow: Cash and cash equivalents were $34.4 million at the end of the third quarter of 2014 while cash balances were $55.0 million and $40.0 million at December 31, 2013 and September 30, 2013, respectively. Cash used in operating activities was $19.8 million for the nine months endedSeptember 30, 2014, as compared to $9.7 million in the same period in 2013.     

Cash provided by investing activities was $1.5 million for the nine months ended September 30, 2014 as compared to cash used in investing activities of $6.1 million during the same period in 2013.

Cash used in financing activities was $1.1 million for the nine months ended September 30, 2014 compared to $0.1 million provided by financing activities during the same period in 2013.

NON-GAAP FINANCIAL MEASURES

While the Generally Accepted Accounting Principles in the United States of America (“GAAP”) results provide significant insight into our operations and financial position, Tecumseh management supplements its analysis of the business using Earnings Before Interest, Taxes, Depreciation and Amortization from Continuing Operations (“EBITDA from Continuing Operations”) and Earnings Before Interest, Taxes, Depreciation, Amortization, and Impairments, restructuring charges, and other items from Continuing Operations (“EBITDAR from Continuing Operations”); both of these are non-GAAP financial measures. Management believes that these non-GAAP financial measures, when taken together with the corresponding GAAP measure, provide incremental insight into the underlying factors and trends affecting our performance. However, EBITDA from Continuing Operations and EBITDAR from Continuing Operations, as defined below, should be viewed as supplemental data, rather than as a

substitute or an alternative to the comparable GAAP measure. The table below presents a reconciliation of EBITDA from Continuing Operations and EBITDAR from Continuing Operations from our Net loss.

RECONCILIATION OF EBITDA FROM CONTINUING OPERATIONS AND EBITDAR FROM CONTINUING OPERATIONS FROM NET LOSS

(in millions)

	Three Months Ended September 30,
	2014			2013
Net loss	$	(3.8	)	$	(5.7	)
Loss from discontinued operations, net of tax	0.3			0.3
Tax expense	0.4			0.1
Interest expense	2.6			2.2
Interest income	(0.8		)	(0.3		)
Operating loss	$	(1.3	)	$	(3.4	)
Depreciation and amortization	6.4			8.6
EBITDA FROM CONTINUING OPERATIONS	5.1			5.2
Impairments, restructuring charges and other items	2.1			7.4
EBITDAR FROM CONTINUING OPERATIONS	$	7.2		$	12.6

CONFERENCE CALL INFORMATION

Tecumseh will broadcast its financial results conference call live over the Internet on Wednesday, November 5, 2014, at 11:00 a.m. Eastern Time, and it expects to post, before the conference call, a slide presentation to be used in connection with the conference call. Webcast information can be found in the Investor Relations section of our website at www.tecumseh.com.

About Tecumseh Products Company

Tecumseh Products Company is a global manufacturer of hermetically sealed compressors for residential and specialty air conditioning, household refrigerators and freezers, and commercial refrigeration applications, including air conditioning and refrigeration compressors, as well as condensing units, heat pumps and complete refrigeration systems. Press releases and other investor information can be accessed via the Investor Relations section of Tecumseh Products Company's Website at www.tecumseh.com.

Cautionary Statements Relating to Forward-Looking Statements

This release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act that are subject to the safe harbor provisions created by that Act. In addition, forward-looking statements may be made orally in the future by or on behalf of us. Forward-looking statements can be identified by the use of terms such as “expects,” “should,” “may,” “believes,” “anticipates,” “will,” and other future tense and forward-looking terminology. Our forward-looking statements generally relate to our future performance, including our anticipated operating results and liquidity sources and requirements, our business strategies and goals, and the effect of laws, rules, regulations, new accounting pronouncements and outstanding litigation, on our business, operating results, and financial condition.

Readers are cautioned that actual results may differ materially from those projected as a result of certain risks and uncertainties, including, but not limited to, i) our history of losses and our ability to maintain adequate liquidity in total and within each foreign operation; ii) our ability to develop successful new products in a timely manner; iii) the success of our ongoing effort to improve productivity and restructure our operations to reduce costs and bring them in line with projected production levels and product mix; iv) the extent of any business disruption that may result from the restructuring and realignment of our manufacturing operations and personnel or system

implementations, the ultimate cost of those initiatives and the amount of savings actually realized; v) loss of, or substantial decline in, sales to any of our key customers; vi) current and future global or regional political and economic conditions and the condition of credit markets, which may magnify other risk factors; vii) increased or unexpected warranty claims; viii) actions of competitors in markets with intense competition; ix) financial market changes, including fluctuations in foreign currency exchange rates and interest rates; x) the ultimate cost of defending and resolving legal and environmental matters, including any liabilities resulting from the regulatory antitrust investigations commenced by the United States Department of Justice Antitrust Division and the Secretariat of Economic Law of the Ministry of Justice of Brazil, both of which could preclude commercialization of products or adversely affect profitability and/or civil litigation related to such investigations; xi) local governmental, environmental, trade and energy regulations; xii) availability and volatility in the cost of materials, particularly commodities, including steel, copper and aluminum, whose cost can be subject to significant variation; xiii) significant supply interruptions or cost increases; xiv) loss of key employees; xv) the extent of any business disruption caused by work stoppages initiated by organized labor unions; xvi) risks relating to our information technology systems; xvii) impact of future changes in accounting rules and requirements on our financial statements; xviii) default on covenants of financing arrangements and the availability and terms of future financing arrangements; xix) reduction or elimination of credit insurance; xx) potential political and economic adversities that could adversely affect anticipated sales and production; xxi) in India, potential military conflict with neighboring countries that could adversely affect anticipated sales and production; xxii) weather conditions affecting demand for replacement products; and xxiii) the effect of terrorist activity and armed conflict. These forward-looking statements are made only as of the date of this release, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise.

EX-99.2

©2014 Tecumseh Products Company Q3 2014 Shareholder Update November 5, 2014 These slides should be reviewed in connection with the Q3 2014 audio presentation

Agenda  Business & Key Initiatives Update  Q3 2014 Sales, Financial & Liquidity Overview  Closing Remarks / Q&A Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 2

Disclaimer This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to the safe harbor provisions created by that Act. In addition, forward-looking statements may be made orally in the future by or on behalf of us. Forward-looking statements can be identified by the use of terms such as “expects,” “should,” “may,” “believes,” “anticipates,” “will,” and other future tense and forward- looking terminology, or by the fact that they appear under the caption “Business Update.” Our forward-looking statements generally relate to our future performance, including our anticipated operating results and liquidity sources and requirements, our business strategies and goals, and the effect of laws, rules, regulations, new accounting pronouncements and outstanding litigation, on our business, operating results, and financial condition. Readers and listeners are cautioned that actual results may differ materially from those projected as a result of certain risks and uncertainties, including, but not limited to, i) our history of losses and our ability to maintain adequate liquidity in total and within each foreign operation; ii) our ability to develop successful new products in a timely manner; iii) the success of our ongoing effort to improve productivity and restructure our operations to reduce costs and bring them in line with projected production levels and product mix; iv) the extent of any business disruption that may result from the restructuring and realignment of our manufacturing operations and personnel or system implementations, the ultimate cost of those initiatives and the amount of savings actually realized; v) loss of, or substantial decline in, sales to any of our key customers; vi) current and future global or regional political and economic conditions and the condition of credit markets, which may magnify other risk factors; vii) increased or unexpected warranty claims; viii) actions of competitors in markets with intense competition; ix) financial market changes, including fluctuations in foreign currency exchange rates and interest rates; x) the ultimate cost of defending and resolving legal and environmental matters, including any liabilities resulting from the regulatory antitrust investigations commenced by the United States Department of Justice Antitrust Division and the Secretariat of Economic Law of the Ministry of Justice of Brazil, both of which could preclude commercialization of products or adversely affect profitability and/or civil litigation related to such investigations; xi) local governmental, environmental, trade and energy regulations; xii) availability and volatility in the cost of materials, particularly commodities, including steel, copper and aluminum, whose cost can be subject to significant variation; xiii) significant supply interruptions or cost increases; xiv) loss of key employees; xv) the extent of any business disruption caused by work stoppages initiated by organized labor unions; xvi) risks relating to our information technology systems; xvii) impact of future changes in accounting rules and requirements on our financial statements; xviii) default on covenants of financing arrangements and the availability and terms of future financing arrangements; xix) reduction or elimination of credit insurance; xx) potential political and economic adversities that could adversely affect anticipated sales and production; xxi) in India, potential military conflict with neighboring countries that could adversely affect anticipated sales and production; xxii) weather conditions affecting demand for replacement products; and xxiii) the effect of terrorist activity and armed conflict. These forward-looking statements are made only as of the date of this presentation, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 3

Agenda  Business & Key Initiatives Update  Q3 2014 Sales, Financial & Liquidity Overview  Closing Remarks / Q&A Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 4

Business Update - Key Figures  Q3 2014 Sales -- $188.3m  Q3 2013 -- $194.4m  Q3 2014 Gross Profit -- $21.2m or 11.3% of net sales  Q3 2013 -- $24.0m or 12.3% of net sales  Q3 2014 S & A expense -- $22.4m or 11.9% of net sales  Q3 2013 – $23.6m or 12.1% of net sales  September 30, 2014 cash and cash equivalents -- $34.4m  September 30, 2013 -- $40.0m  December 31, 2013 -- $55.0m Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 5

6 Tecumseh Products Company Q2 2014 Shareholder Update - Aug. 5, 2014 Business Update – Customer Satisfaction Focus  Value  Quality  Service

Business Update – Operational Focus Areas Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 7 Operational Vision Globally competitive cost structure by providing best value to customers with innovative products, high quality, & on-time delivery Quality / Lean Product Portfolio Management Strategic Focus Areas Improve PPM performance Reduce warranty costs Global lean implementation • Practices • Systems Low cost country manufacturing New product program team SKU de-proliferation Reduce manufacturing complexity Product design cost competitiveness All initiatives pursued while maintaining and elevating quality, safety and sustainability Manufacturing Execution Reduce total production cost • Conversion • Scrap • MRO • Overhead On-time delivery Global Supply Chain Low cost country material sourcing Implement global supply chain system Supply base consolidation

Key Initiatives - Operations & Quality  Maintained labor efficiency gained from Q1-Q2 in Q3 in spite of lower sales volumes  Improved material utilization resulting in continued lower scrap levels quarter over quarter  Continued strengthening of global quality leadership with focus on major customer satisfaction, problem resolution, warranty reduction, and continued use of PFMEA’s  On track to achieve targeted manufacturing overhead and headcount cost reductions  Executive level focus on all key operational & quality metrics to deliver best- in-class performance gaining traction across all levels Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 8

Business Update – Chillventa 2014 Booth before the Trade Show opening Tecumseh Value Added Concepts AJ² “Star” product Tecumseh Product Highlights Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 9

Press Conference WHS Breakfast Actrol Honors 80 Years 80th Year Anniversary Celebration AJ² - Honeywell Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 10 Business Update – Chillventa 2014

Key Initiatives - Product Innovation Semi-Hermetic Compressors & Condensing Units VSC Series Scroll Compressor Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 11

AG Family Compressors & Condensing Units Silensys® Condensing Unit with Inverter Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 12 Key Initiatives - Product Innovation

Business Update - Recent Announcements • Robert E. Rossiter joined Tecumseh Board of Directors effective August 21, 2014 • Mitchell I. Quain joined Tecumseh Board of Directors effective October 30, 2014 Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 13

Agenda  Business & Key Initiatives Update  Q3 2014 Sales, Financial & Liquidity Overview  Closing Remarks / Q&A Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 14

 Positive FX impact of $0.8m  3.5% decrease excluding FX  Primarily net decreases in volume & mix partially offset by price increases Sales Overview – Q3 2014 Consolidated Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 15

Sales Overview – Commercial Market Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 16

Sales Overview – AC Market Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 17

Sales Overview – R & F Market Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 18

Q3 2014 Financial Overview  Q3 2014 – 11.3% of net sales  Q3 2013 – 12.3% of net sales Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 19

Q3 2014 Financial Overview Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 20

Q3 2014 Financial Overview * While the Generally Accepted Accounting Principles in the United States of America (“GAAP”) results provide significant insight into our operations and financial position, Tecumseh management supplements its analysis of the business using Earnings Before Interest, Taxes, Depreciation and Amortization from Continuing Operations (“EBITDA”) and Earnings Before Interest, Taxes, Depreciation, Amortization, and Impairments, restructuring charges, and other items from Continuing Operations (“EBITDAR”); both of these are non-GAAP financial measures. Management believes that these non-GAAP financial measures, when taken together with the corresponding GAAP measure, provide incremental insight into the underlying factors and trends affecting our performance. However, EBITDA from Continuing Operations and EBITDAR from Continuing Operations, as defined above, should be viewed as supplemental data, rather than as a substitute or an alternative to the comparable GAAP measure. The table above presents a reconciliation of EBITDA from Continuing Operations and EBITDAR from Continuing Operations from our Net loss. RECONCILIATION OF EBITDA FROM CONTINUING OPERATIONS AND EBITDAR FROM CONTINUING OPERATIONS FROM NET LOSS Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 21

2014 Liquidity NOTE: The reader should review this slide in connection with our Form 10-Q and related disclosures for 2014 filed yesterday Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 22

2014 Liquidity NOTE: The above cash flow statement is a condensed format. The reader should review this slide in connection with our Form 10-Q and related disclosures for 2014 filed yesterday Cash used in operating activities: $19.8m use of cash primarily related to net losses & working capital (AR & AP somewhat offset by inventory) Cash provided by investing activities: $1.5m source of cash mainly related to release of restricted funds pertaining to the PNC term loan & proceeds from asset sales partially offset by capital expenditures Cash used in financing activities: $1.1m use of cash mainly related to the pay down of debt utilizing the asset sale proceeds and the PNC term loan amortization offset by the Brazil FINEP financing proceeds Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 23

Agenda  Business & Key Initiatives Update  Q3 2014 Sales, Financial & Liquidity Overview  Closing Remarks / Q&A Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 24

Closing Remarks / Q & A • Culture shift • Board and management alignment • Continue to expand and improve the product line • Focus on customer satisfaction • Operational excellence Thank you for attending Tecumseh Products Company’s Q3 2014 Shareholder Update Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 25

Contact Information – Today’s Speakers Ms. Janice Stipp Executive Vice President, CFO, Treasurer & Secretary Tecumseh Products Company 5683 Hines Drive Ann Arbor, MI 48108 Mr. Harold Karp President & Chief Executive Officer Tecumseh Products Company 5683 Hines Drive Ann Arbor, MI 48108 E-Mail: investor.relations@tecumseh.com Phone: 1 (734) 585 9507 Tecumseh Products Company Q3 2014 Shareholder Update - Nov. 5, 2014 26