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):March 4, 2015

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 March 4, 2015, we issued a press release regarding our full year 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 March 4, 2015, (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 March 5, 2015 conference call to broadcast our full year 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 March 4, 2015
99.2	Full Year 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:	March 4, 2015	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 March 4, 2015
99.2	Full Year 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 2014 Results

• Net sales in the year decreased $99.2 million, or 12.0%, versus the same period of 2013.

• Excluding the effect of unfavorable changes in foreign currency translation of $17.9 million, net sales decreased by9.9% compared to 2013.

• Net loss for the year was $32.7 million compared to a net loss of $37.5 million for 2013.

• Operating loss was $21.0 million for 2014 compared to an operating loss of $19.0 million in 2013.

• EBITDAR from continuing operations for 2014 was $12.8 million compared to $28.1 million in 2013 (EBITDAR is defined below).

ANN ARBOR, Mich. - March 4, 2015 - Tecumseh Products Company (Nasdaq: TECU), a leading global manufacturer of compressors and related products, today reported an operating loss of $21.0 million and a net loss of $32.7 million, or a net loss per share of $1.77, on net sales of $724.4 million for the year endedDecember 31, 2014. This compares with an operating loss of $19.0 million and a net loss of $37.5 million, or $2.03 per share, on net sales of $823.6 million for 2013.

"While our 2014 performance continued to be hindered by soft sales and lack of new product introductions, significant progress was made in the second half of the year," stated Harold Karp, President and CEO. "Given our recent progress, we believe that in 2015 we will be able to correct the course and put the challenges of the past behind us. As part of this, we will be announcing our long-term, performance improvement plan that will be driven by new product introductions and innovation, continued business execution improvements as well as initiatives to address our high, fixed cost structure. Furthermore, despite the challenges, gross profit margin improved for the second year in a row, and we controlled S&A expenses in relation to net sales."

REVIEW OF OPERATIONS

Revenue: Net sales in the year ended December 31, 2014decreased by $99.2 million, or 12.0%, compared with the same period of 2013. Excluding the decrease in sales due to the effect of unfavorable changes in foreign currency translation of $17.9 million, net sales decreased by 9.9% compared to 2013, primarily due to lower net volume and mix, partially offset by net price increases.

Sales of compressors used in commercial refrigeration and aftermarket applications represented 62% of our total sales and decreased by 7.7% to $450.3 million in 2014, when compared to 2013.

Sales of compressors for air conditioning applications and all other applications represented 19% of our total sales and decreased by 23.4% to $138.6 million in 2014, when compared to 2013.

Sales of compressors used in household refrigeration and freezer (“R&F”) applications represented 19% of our total sales and decreased by 12.6% to $135.5 million in 2014, when compared to 2013.

Gross profit: Gross profit decreased by $7.4 million from $78.1 million, or 9.5% of net sales in 2013 to $70.7 million, or 9.8% of net sales in 2014. The decrease in gross profit in 2014 was primarily attributable to unfavorable changes in other material and manufacturing costs of $15.6 million, net unfavorable changes in volume and sales mix of $5.0 million and increases in commodity costs, primarily steel, of $3.6 million. These decreases were

partially offset by favorable changes in currency exchange effect of $8.8 million and net price increases of $8.0 million.

Selling and administrative (“S&A”): Our S&A expenses decreased by $12.7 million from $104.9 million in 2013 to $92.2 million in 2014. The decrease was primarily due to a decline in depreciation expense of $5.7 million due to an information technology asset that became fully depreciated in late 2013, a decline of $3.0 million related to our incentive compensation awards, a decrease of $1.1 million in payroll and other employee benefits, a decrease of $0.9 million in professional fees and a net decrease of $2.0 million in other miscellaneous expenses. The decrease in payroll and other employee benefits included severance of $0.9 million for our former Chief Executive Officer, more than offset by other declines in payroll and employee benefits. Included in our professional fees are the fees for our board of directors, which decreased during 2014.

Other income (expense), net: Other income (expense), net decreased $12.1 million from $21.4 million in 2013 to $9.3 million in 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, as well as lower income related to various Indian government incentives and a $1.4 million gain on sale of securities in 2013 that did not recur in 2014, partially offset by a gain of $3.0 million on the sale of fixed assets at one of our U.S. locations and favorable changes in foreign currency exchange rates.

Impairments, restructuring charges, and other items: We recorded $8.8 million of expense in impairments, restructuring charges, and other items in 2014, compared to $13.6 million of expense in 2013. This expense included $4.0 million related to severance and $1.8 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 year ended December 31, 2014 was $28.3 million, or a loss from continuing operations per share of $1.53, as compared to a loss from continuing operations of $34.4 million, or $1.86 per share for the year ended December 31, 2013. This change was primarily related to lower gross profit and lower other income, partially offset by lower impairments, restructuring charges, and other items and lower S&A expenses in 2014, as compared to 2013.

Cash Flow: Cash and cash equivalents were $42.7 million at the end of 2014 and $55.0 million at the end of 2013. Cash provided by operating activities was $7.2 million in 2014, as compared to $11.6 million in 2013.     

Cash used in investing activities was $1.7 million in 2014 as compared to cash used in investing activities of $22.0 million in 2013.

Cash used in financing activities was $12.9 million in 2014 compared to $9.8 million provided by financing activities 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)

	Year Ended December 31,
	2014			2013
Net loss	$	(32.7	)	$	(37.5	)
Loss from discontinued operations, net of tax	4.4			3.1
Tax expense	0.5			7.7
Interest expense	10.0			9.2
Interest income	(3.2		)	(1.5		)
Operating loss	$	(21.0	)	$	(19.0	)
Depreciation and amortization	25.0			33.5
EBITDA FROM CONTINUING OPERATIONS	4.0			14.5
Impairments, restructuring charges and other items	8.8			13.6
EBITDAR FROM CONTINUING OPERATIONS	$	12.8		$	28.1

CONFERENCE CALL INFORMATION

Tecumseh will broadcast its financial results conference call live over the Internet on Thursday, March 5, 2015, 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

©2015 Tecumseh Products Company Tecumseh Products Company FY2014 Shareholder Update March 5, 2015 These slides should be reviewed in connection with the 2014 annual results conference call audio presentation.

Agenda  Business Update  2014 Sales, Financial & Liquidity Overview  Closing Remarks / Q&A 2 FY2014 Shareholder Update - March 5, 2015

Disclaimer FY2014 Shareholder Update - March 5, 2015 3 This presentation contains 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, or to the extent not factual, historical information, 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) current and future global or regional political and economic conditions, including housing starts, and the condition of credit markets, which may magnify other risk factors; iv) the success of our effort to effectively improve productivity and restructure our operations in order to reduce costs and bring them in line with projected production levels and product mix; v) 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; vi) loss of, or substantial decline in sales to, any of our key customers; vii) increased or unexpected product 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 and other labor matters; xvi) risks relating to our information technology systems or failures of third-party technology service providers; 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 report, and we undertake no obligation to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise. For more information regarding these and other uncertainties and factors that could cause our actual results to differ materially from what we have anticipated in our forward-looking statements or otherwise could materially adversely affect our business, financial condition, or operating results, see “Risk Factors” in Item 1A of our Form 10-K filed with the SEC.

Agenda FY2014 Shareholder Update - March 5, 2015 4  Business Update  2014 Sales, Financial & Liquidity Overview  Closing Remarks / Q&A

Business Update – Key Figures  2014 Sales -- $724.4m  2013 -- $823.6m  2014 Gross Profit -- $70.7m or 9.8% of net sales  2013 -- $78.1m or 9.5% of net sales  2014 S & A expense -- $92.2m or 12.7% of net sales  2013 – $104.9m or 12.7% of net sales  December 31, 2014 cash and cash equivalents -- $42.7m  December 31, 2013 -- $55.0m FY2014 Shareholder Update - March 5, 2015 5

Business Update – New Product Launches FY2014 Shareholder Update - March 5, 2015 6 AJ2 TA2 AW2 AJ2  Next generation commercial refrigeration product for ½ to 1 ¼ HP applications  Large installed base of AJ compressors – more than 20 million in use worldwide  Target market is display cases, walk-in cold rooms, reach-in coolers, & more  Introduced at Chillventa in 2014 – now being tested by our customers TA2  Next generation energy-efficient refrigerator/freezer (R&F) product using green refrigerants  Currently testing with several global OEM R&F customers  Commercial shipments scheduled for second-half of 2015 AW2  Next generation of high efficiency 1.5-to-3 ton air conditioning product  Sampling major OEM A/C customers  Commercial shipments scheduled for second-half of 2015

Business Update – Research & Development  Innovation & Technology – Gene Fields, Global VP  Technology partnership with key OEMS  New technology  Innovation  New refrigerants  Product Development & Engineering – Ryan Burns, Global VP  Product development  Product engineering  Lab & testing facilities  Product introductions FY2014 Shareholder Update - March 5, 2015 7

Business Update – Operational Focus Areas FY2014 Shareholder Update - March 5, 2015 8 Product Portfolio Management Global Supply Chain Manufacturing Execution Quality / Lean

Business Update - Commercial FY2014 Shareholder Update - March 5, 2015 9 Supplier of the Year - India Most Improved Supplier

Agenda FY2014 Shareholder Update - March 5, 2015 10  Business Update  2014 Sales, Financial & Liquidity Overview  Closing Remarks / Q&A

FY2014 Financial Overview - Sales FY2014 Shareholder Update - March 5, 2015 11  FX negative impact of $17.9m  9.9% decrease excluding FX  Net decreases in volume & mix slightly offset by price increases

Sales Overview – Commercial Market FY2014 Shareholder Update - March 5, 2015 12

Sales Overview – Air Conditioning Market FY2014 Shareholder Update - March 5, 2015 13

Sales Overview – R&F Market FY2014 Shareholder Update - March 5, 2015 14

FY2014 Financial Overview – Gross Profit FY2014 Shareholder Update - March 5, 2015 15  FY2014 – 9.8% of net sales  FY2013 – 9.5% of net sales

FY2014 Financial Overview – S&A, Other FY2014 Shareholder Update - March 5, 2015 16

2014 Financial Overview – EBITDA(R) FY2014 Shareholder Update - March 5, 2015 17 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 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 2014 2013 Net loss ($32.7) ($37.5) Loss from discontinued operations, net of tax 4.4 3.1 Tax expense 0.5 7.7 Interest expense 10.0 9.2 Interest income (3.2) (1.5) Operating loss ($21.0) ($19.0) Depreciation and amortization 25.0 33.5 EBITDA FROM CONTINUING OPERATIONS $4.0 $14.5 Impairments, restructuring charges and other items 8.8 13.6 EBITDAR FROM CONTINUING OPERATIONS $12.8 $28.1 % of net sales 1.8% 3.4% Year Ended Dec 31,

2014 Liquidity – Cash & Availability FY2014 Shareholder Update - March 5, 2015 18 NOTE: The reader should review this slide in connection with our Form 10-K and related disclosures for 2014 filed yesterday Dec-14 Dec-13 Unrestricted Cash 42.7$ 55.0$ Borrowing Availability 24.1 22.0 Total Cash and Borrowing Availability 66.8$ 77.0$ % Sales - Trailing Four Quarters 9.2% 9.3% Weighted Average Interest 9.0% 8.1%

2014 Liquidity – Cash Flow FY2014 Shareholder Update - March 5, 2015 19 NOTE: The above cash flow statement is a condensed format. The reader should review this slide in connection with our Form 10-K and related disclosures for 2014 filed yesterday Cash provided by operating activities: $7.2m source of cash primarily related to working capital (AR & inventory somewhat offset by AP) Cash used in investing activities: $1.7m use of cash mainly related to capital expenditures partially offset by net releases of restricted cash and proceeds from asset sales Cash used in financing activities: $12.9m use of cash mainly related to the pay down of debt utilizing asset sale proceeds and the PNC term loan amortization somewhat offset by the Brazil FINEP financing proceeds 2014 2013 Net loss ($32.7) ($37.5) Depreciation and amortization 25.0 33.5 Non-cash employee retirement benefits (1.2) (11.6) Other non-cash items (3.4) 7.3 Changes in operating assets and liabilities: Accounts receivable 9.9 6.2 Inventories 25.3 (10.5) Payables and accrued expenses (4.9) 22.8 Recoverable non-income taxes (3.5) 8.1 Other (7.3) (6.7) Cash provided by operating activities 7.2 11.6 Cash used in investing activities (1.7) (22.0) Cash (used in) provided by financing activities (12.9) 9.8 Effect of exchange rate changes on cash (4.9) 0.3 Decrease in cash and cash equivalents ($12.3) ($0.3) Cash and cash equivalents - Beginning of Period 55.0 55.3 Cash and cash equivalents - End of Period 42.7 55.0 Cash paid for interes 8.7 8.8 Cash paid for taxes 0.8 1.4 Year Ended Dec 31,

 Business Update  2014 Sales, Financial & Liquidity Overview  Closing Remarks / Q&A Agenda FY2014 Shareholder Update - March 5, 2015 20

Key Takeaways  Long and rich heritage as one of the pioneers of the compressor industry continues with several new key product introductions  Renewed focus on innovation with re-alignment of R&D and Engineering departments  Stay tuned for an upcoming announcement where we will share with you the components of our performance improvement plan FY2014 Shareholder Update - March 5, 2015 21 Thank you for attending Tecumseh Product Company’s FY2014 Shareholder Update

Contact Information – Today’s Speakers FY2014 Shareholder Update - March 5, 2015 22 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