UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ		QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT of 1934

o		TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT of 1934

TECUMSEH PRODUCTS COMPANY

(Exact name of registrant as specified in its charter)

Michigan
(State or other jurisdiction of incorporation or		38-1093240
organization)		(IRS Employer Identification Number)
1136 OAK VALLEY DRIVE
ANN ARBOR, MICHIGAN		48108
(Address of Principal Executive Offices)		(Zip Code)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
				(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

As of July 30, 2010, the following shares of the registrant’s common stock were outstanding:

Class B Common Stock, $1.00 Par Value: 5,077,746
Class A Common Stock, $1.00 Par Value: 13,401,938

 

 

TABLE OF CONTENTS

		Page
PART I FINANCIAL INFORMATION:
Item 1. Financial Statements
Consolidated Balance Sheets (unaudited)			3
Consolidated Statements of Operations (unaudited)			4
Consolidated Statements of Cash Flows (unaudited)			5
Notes to Consolidated Financial Statements			6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			19
Item 3. Quantitative and Qualitative Disclosures About Market Risk			27
Item 4. Controls and Procedures			28
PART II OTHER INFORMATION:
Item 1. Legal Proceedings			29
Item 6. Exhibits			30
Signatures			31
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2

PART I. FINANCIAL INFORMATION

Item 1.		Financial Statements

TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
(Unaudited) (In Millions, Except Share Data)

		June 30,				December 31,
		2010				2009
ASSETS
Current Assets:
Cash and cash equivalents		$	74.8			$	90.7
Restricted cash and cash equivalents			18.3				10.5
Accounts receivable, trade, less allowance for doubtful accounts of $1.1 in 2010 and $1.2 in 2009			154.9				79.4
Inventories			130.0				109.6
Deferred income taxes			6.9				7.4
Recoverable non-income taxes			51.7				38.5
Fair value of hedge			3.9				11.2
Other current assets			11.8				13.4
Total current assets			452.3				360.7
Property, Plant, and Equipment, net			234.9				259.7
Long-term investments			—				4.1
Prepaid pension expense			8.6				80.3
Recoverable non-income taxes			38.0				38.5
Other assets			18.7				23.8
Total assets		$	752.5			$	767.1
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable, trade		$	140.0			$	117.4
Short-term borrowings			56.2				23.0
Accrued liabilities:
Employee compensation			30.2				29.0
Product warranty and self-insured risks			12.1				10.6
Payroll taxes			11.0				11.1
Fair value of hedge			3.1				0.6
Other			24.6				19.2
Total current liabilities			277.2				210.9
Long-term debt			3.0				8.0
Deferred income taxes			0.8				7.2
Other postretirement benefit liabilities			39.0				41.1
Product warranty and self-insured risks			4.5				4.8
Pension liabilities			23.9				25.2
Other			7.5				6.5
Total liabilities			355.9				303.7
Stockholders’ Equity
Class A common stock, $1 par value; authorized 75,000,000 shares; issued and outstanding 13,401,938 shares in 2010 and 2009			13.4				13.4
Class B common stock, $1 par value; authorized 25,000,000 shares; issued and outstanding 5,077,746 shares in 2010 and 2009			5.1				5.1
Paid in capital			11.0				11.0
Retained earnings			364.0				411.0
Accumulated other comprehensive income			3.1				22.9
Total stockholders’ equity			396.6				463.4
Total liabilities and stockholders’ equity		$	752.5			$	767.1

The accompanying notes are an integral part of these Consolidated Financial Statements.

TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) (In Millions, Except Share and per Share Data)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2010				2009				2010				2009
Net sales		$	249.3			$	163.7			$	488.0			$	315.0
Cost of sales and operating expenses			218.3				159.7				428.3				301.5
Gross Profit			31.0				4.0				59.7				13.5
Selling and administrative expenses			29.6				33.3				58.1				65.7
Impairments, restructuring charges, and other items			8.5				1.1				48.5				7.0
Operating loss			(7.1	)			(30.4	)			(46.9	)			(59.2	)
Interest expense			2.7				2.1				5.6				5.0
Interest income and other, net			0.3				0.6				0.6				1.4
Loss from continuing operations before taxes			(9.5	)			(31.9	)			(51.9	)			(62.8	)
Tax benefit			0.2				7.2				1.9				13.7
Loss from continuing operations			(9.3	)			(24.7	)			(50.0	)			(49.1	)
Income (loss) from discontinued operations, net of tax			4.2				(0.2	)			3.0				0.3
Net loss		$	(5.1	)		$	(24.9	)		$	(47.0	)		$	(48.8	)
Basic and diluted loss per share (a):
Loss from continuing operations		$	(0.50	)		$	(1.34	)		$	(2.71	)		$	(2.66	)
Income (loss) from discontinued operations, net of tax			0.23				(0.01	)			0.16				0.02
Net loss per share		$	(0.27	)		$	(1.35	)		$	(2.55	)		$	(2.64	)
Weighted average shares, basic and diluted (in thousands)			18,480				18,480				18,480				18,480
Cash dividends declared per share		$	0.00			$	0.00			$	0.00			$	0.00

The accompanying notes are an integral part of these Consolidated Financial Statements.

TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In Millions)

		Six Months Ended
		June 30,
		2010				2009
Cash Flows from Operating Activities:
Net loss		$	(47.0	)		$	(48.8	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation			19.8				19.6
Impairment of long-lived assets and goodwill			—				1.2
Amortization of debt-issuance costs			1.1				0.2
Loss on disposal of property and equipment			—				2.4
Non-cash settlement of hourly pension plan reversion			29.2				—
Non-cash curtailment of post-retirement benefits			(7.0	)			—
Deferred income taxes			(7.8	)			4.1
Share based compensation			0.9				2.5
Investment impairment			0.4				—
Changes in operating assets and liabilities:
Accounts receivable			(85.1	)			15.7
Inventories			(26.9	)			19.2
Payables and accrued expenses			46.6				(27.4	)
Employee retirement benefits			(3.5	)			(4.9	)
Hourly pension plan reversion			54.5				—
Recoverable non-income taxes			(15.7	)			(11.6	)
Other			6.5				3.7
Cash used in operating activities			(34.0	)			(24.1	)
Cash Flows from Investing Activities:
Capital expenditures			(3.1	)			(5.2	)
Short and long term investments			4.1				(0.1	)
Change in restricted cash and cash equivalents			(7.8	)			0.6
Proceeds (payments made) from sale of assets			0.1				(13.1	)
Cash used in investing activities			(6.7	)			(17.8	)
Cash Flows from Financing Activities:
Other borrowings, net			29.8				2.3
Cash provided by financing activities			29.8				2.3
Effect of Exchange Rate Changes on Cash			(5.0	)			1.3
Decrease in cash and cash equivalents			(15.9	)			(38.3	)
Cash and Cash Equivalents:
Beginning of Period			90.7				113.1
End of Period		$	74.8			$	74.8
Cash paid (refunds received) for taxes		$	(0.2	)		$	0.1
Cash paid for interest		$	4.3			$	5.8

The accompanying notes are an integral part of these Consolidated Financial Statements.

TECUMSEH PRODUCTS COMPANY AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

NOTE 1. Accounting Policies

The accompanying unaudited consolidated financial statements of Tecumseh Products Company and Subsidiaries (the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. Such financial statements reflect all adjustments (all of which, except for the reclassification described below, are of a normal recurring nature) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Interim results are not necessarily indicative of the results that may be expected for a full year. The accompanying unaudited financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009. Due to the seasonal nature of certain product lines, the results of operations for the interim period are not necessarily indicative of the results for the entire fiscal year.

Reclassification

Results of operations for prior periods have been restated to report the Paris, Tennessee operation as a continuing operation.

Use of Estimates

Management is required to make certain estimates and assumptions in preparing the consolidated financial statements in accordance with U.S. GAAP. These estimates and assumptions impact the reported amount of assets and liabilities and disclosures of contingent assets and liabilities as of the date of the consolidated financial statements. They also impact the reported amount of net earnings or losses during any period. Actual results could differ from those estimates.

Significant estimates and assumptions used in the preparation of the accompanying consolidated financial statements include those related to: accruals for product warranty, deferred tax assets, self-insured risks, pension and postretirement benefit obligations and environmental matters, as well as the evaluation of long lived asset impairments and determination of stock based compensation.

NOTE 2. Discontinued Operations

In 2007 and 2008, we completed the sale of the majority of our noncore businesses in our Electrical Components (Residential & Commercial, Asia Pacific and Automotive & Specialty), Engine and Power Train and Other (MP Pumps and Manufacturing Data Systems) operating segments. In addition, in June 2009, we completed the liquidation of a small division previously classified as held for sale for $0.6 million in gross proceeds. As described in Note 1, results of operations for prior periods have been restated to report the Paris, Tennessee operation as a continuing operation and to remove it from discontinued operations.

The Company continues to incur legal fees, settlements and other expenses (recorded in the table below in impairments, restructuring charges, and other items) as purchasers of these businesses continue to seek adjustments to purchase price through provisions in the agreements, as well as post-retirement benefit curtailments and settlements as the Company continues to review its post-retirement benefits.

The net revenues and net losses for the aforementioned discontinued operations for the applicable periods are as follows:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
(In Millions)		2010				2009				2010				2009
Net sales		$	—			$	0.5			$	—			$	0.8
Cost of sales			—				0.4				—				0.6
Selling and administrative expenses			—				0.1				—				0.5
Impairments, restructuring charges, and other items			(6.0	)			0.5				(5.1	)			(0.4	)
Operating income (loss) from discontinued operations before income taxes			6.0				(0.5	)			5.1				0.1
Income taxes provision (benefit) on discontinued operations			1.8				(0.3	)			2.1				(0.2	)
Operating income (loss) from discontinued operations after income taxes		$	4.2			$	(0.2	)		$	3.0			$	0.3

For the quarter ended June 30, 2010, impairment, restructuring charges and other items in the table above were a benefit of $6.0 million, which primarily relates to a non-cash curtailment gain of $6.6 million as a result of terminating post retirement benefits for a sold business, partially offset by $0.6 million of legal fees for the defense of claims by the purchaser of the Engine and Power Train Group and insurance costs. For the quarter ended June 30, 2009, impairment, restructuring charges and other items in the table above were $0.5 million, which primarily relates to legal fees and insurance costs.

For the six months ended June 30, 2010, impairment, restructuring charges and other items in the table above include $6.6 million of post-retirement benefit curtailment gains, partially offset by $1.0 million related to our Grafton facility (formerly of the Engine and Power Train Group) for environmental accruals ($0.4 million) and operating costs ($0.6 million). Legal expense of $0.5 million for defense of claims by the purchaser of the Engine and Power Train Group was also incurred in the first half of 2010. See Note 12 for a discussion of income taxes included in discontinued operations.

For the six months ended June 30, 2009, we received $2.4 million related to the sale of the Residential & Commercial portion of the Electrical Components business, which is included in impairments, restructuring charges, and other items in the table above. This amount represented the settlement of amounts previously held in escrow related to the resolution of certain contingent liabilities. This gain was somewhat offset by various expenses totaling $2.0 million, which included legal fees, insurance costs, and costs of settling a dispute with the purchaser of the Automotive & Specialty portion of the business. See Note 12 for a discussion of income taxes included in discontinued operations.

Our Grafton facility, an asset held from our former Engine and Power Train Group, is classified as held for sale on our consolidated balance sheet under the caption “other current assets” in the amount of $0.5 million.

NOTE 3. Inventories

The components of inventories are as follows:

		June 30,				December 31,
(In Millions)		2010				2009
Raw materials, net of reserves		$	68.2			$	54.9
Work in progress			2.5				4.3
Finished goods, net of reserves			59.3				50.4
		$	130.0			$	109.6

Raw materials are net of $3.4 million reserve for obsolete and slow moving inventory at June 30, 2010 and December 31, 2009, respectively. Finished goods are net of $1.8 million for reserve for obsolete, slow moving, and lower of cost or market at June 30, 2010 and December 31, 2009.

NOTE 4. Property, Plant and Equipment, net

The components of property, plant and equipment, net are as follows:

		June 30,				December 31,
(In Millions)		2010				2009
Land and land improvements		$	15.6			$	16.5
Buildings			97.7				107.5
Machinery and Equipment			849.1				892.1
			962.4				1,016.1
Less accumulated depreciation			729.7				759.4
			232.7				256.7
Construction in process			2.2				3.0
Property, plant and equipment, net		$	234.9			$	259.7

Depreciation expense associated with property, plant and equipment was $9.8 million and $10.1 million for the three months ended June 30, 2010, and 2009, respectively and $19.8 million and $19.6 million for the six months ended June 30, 2010 and 2009, respectively.

NOTE 5. Pension and Other Postemployment Benefit (OPEB) Plans

The following tables present the components of net periodic benefit (income) of the Company’s Pension and OPEB plans:

		Pension Benefits								Other Benefits
		Three Months Ended								Three Months Ended
		June 30,								June 30,
(In Millions)		2010				2009				2010				2009
Service cost		$	0.5			$	0.6			$	0.1			$	0.1
Interest cost			2.0				3.0				0.5				0.7
Expected return on plan assets			(2.1	)			(4.0	)			—				—
Amortization of net loss (gain)			0.4				—				(1.2	)			(2.5	)
Amortization of actuarial transition obligation			—				—				—				(0.1	)
Additional expense (income) due to curtailments, settlements and terminations (see below)			—				—				(6.8	)			—
Net periodic expense (benefit)		$	0.8			$	(0.4	)		$	(7.4	)		$	(1.8	)

		Pension Benefits								Other Benefits
		Six Months Ended								Six Months Ended
		June 30,								June 30,
(In Millions)		2010				2009				2010				2009
Service cost		$	1.0			$	1.2			$	0.2			$	0.3
Interest cost			4.7				5.9				1.1				1.3
Expected return on plan assets			(6.1	)			(8.1	)			—				—
Amortization of net loss (gain)			0.7				(0.1	)			(2.5	)			(5.0	)
Amortization of actuarial transition obligation			—				—				—				(0.2	)
Additional expense (income) due to curtailments, settlements and terminations (see below)			29.4				0.5				(6.8	)			—
Net periodic expense (benefit)		$	29.7			$	(0.6	)		$	(8.0	)		$	(3.6	)

In the table above, “Additional expense (income) due to curtailments, settlements and terminations” in the second quarter of 2010 include the impact of post-retirement benefits that were terminated for a plant closing and a sold business. These terminations resulted in a non-cash curtailment gain of $7.0 million ($6.6 million recorded in discontinued operations and $0.4 million recorded in Impairments, restructuring charges, and other items), partially offset by $0.2 million of other expenses.

For the six months ending June 30, 2010, “Additional expense due to curtailments, settlements and termination” includes the reversion of our hourly pension plan in the first quarter of 2010 that yielded $43.6 million, net of excise tax, in net proceeds to us. The reversion resulted in a non-cash charge of $29.2 million ($15.6 million of previously deferred settlement losses and $13.6 million of enhanced termination benefits given to covered employees) and $10.9 million for federal excise tax levied on the gross amount of cash returned to the Company, all of which are recorded as a net expense of $40.1 million in impairments, restructuring charges and other items in our Statements of Operations. The final settlement of the plan will take place within the next year and could result in additional charges or additional income, but we don’t expect the amount to be material.

In addition to the $29.2 million of settlement charges, included in the table above, our salary plan incurred $0.2 million in costs for special termination benefits.

We have defined contribution retirement plans that cover substantially all domestic employees. The combined expense for these plans was $0.6 million for each of the three months ended June 30, 2010 and 2009, respectively and $1.5 million and $1.2 million for the six months ended June 30, 2010 and 2009, respectively. All contributions were funded from the proceeds obtained from the reversion of our former salaried pension plan.

NOTE 6. Recoverable Non-income Taxes

We pay various value-added taxes in jurisdictions outside of the United States. These include taxes levied on material purchases, fixed asset purchases, and various social taxes. The majority of these taxes are creditable when goods are sold to customers domestically or against income taxes due. Since the taxes are recoverable upon completion of these procedures, they are recorded as assets upon payment of the taxes.

Historically, due to the concentration of exports, such taxes were typically credited against income taxes. However, with reduced profitability, primarily in Brazil, we instead sought these refunds via alternate proceedings.

Following is a summary of the recoverable non-income taxes recorded on our balance sheet at June 30, 2010 and December 31, 2009:

		June 30,				December 31,
(In Millions)		2010				2009
Brazil		$	74.5			$	67.7
India			10.7				7.1
Europe			4.5				2.2
Total recoverable non-income taxes		$	89.7			$	77.0

At June 30, 2010, a receivable of $51.7 million was included in current assets and $38.0 million was included in non-current assets and is expected to be recovered through 2012. The actual amounts received as expressed in U.S. dollars will vary depending on the exchange rate at the time of receipt or future reporting date.

NOTE 7. Warranties

Reserves are recorded on the consolidated balance sheet to reflect our contractual liabilities relating to warranty commitments to customers.

Changes in accrued product warranty costs for the periods ended June 30, 2010 and 2009 are summarized as follows:

		Six Months				Six Months
		Ended				Ended
(In Millions)		June 30, 2010				June 30, 2009
Balance at January 1,		$	5.1			$	6.6
Settlements made (in cash or in kind)			(2.3	)			(2.3	)
Current year accrual			2.6				3.3
Adjustments to preexisting warranties			0.1				(2.1	)
Effect of foreign currency translation			(0.1	)			0.2
Balance at June 30,		$	5.4			$	5.7

Warranty expense was $2.6 million and $1.4 million for the six months ended June 30, 2010 and 2009, respectively. At June 30, 2010, $4.8 million was included in current liabilities and $0.6 million was included in non-current liabilities. At December 31, 2009, $4.6 million was included in current liabilities and $0.5 million was included in non-current liabilities.

NOTE 8. Debt

On June 24, 2010 we voluntarily terminated the Lenders’ commitments to lend under our Credit Agreement with JPMorgan Chase Bank, N.A. as administrative agent (“Chase”), and J.P. Morgan Securities Inc. as lead arranger, dated March 20, 2008, and amended March 18, 2009, October 20, 2009 and February 19, 2010. This agreement provided a $30 million revolving line of credit until January 31, 2011 and was secured by accounts receivable and inventories in the U.S. and Canada, as well as certain fixed assets and 65% of the stock of our foreign subsidiaries. These security interests were released upon termination. The agreement had restrictive covenants, including a fixed charge coverage ratio covenant, which had not become applicable at the time of termination, and restrictions on our ability to pay cash dividends.

As of the date of termination, there was no outstanding indebtedness (except as described below), we were in compliance with all the covenants of this agreement and no termination fees were incurred.

At the time of termination, we granted Chase and its affiliates a security interest in approximately $8.9 million of cash collateral (the “Cash Collateral”) to secure all obligations under existing letters of credit issued by Chase ($4.6 million), a guarantee of availability of funds for ACH transactions by Chase ($2.0 million), derivative obligations with Chase ($0.4 million), and foreign subsidiary overdraft protection guarantees by Tecumseh to Chase ($1.9 million). The Cash Collateral will remain in a restricted account until these obligations are paid in full or they are replaced with third parties and is included in restricted cash and cash equivalents on our balance sheet. All other obligations of Tecumseh to Chase and its affiliates have been paid in full. Tecumseh Products will have no ability to withdraw, or have any other control over, the Cash Collateral, and acknowledged that Chase and its affiliates shall have sole control over the Cash Collateral.

We wrote off approximately $0.6 million of remaining deferred financing costs originally incurred in connection with this agreement. These costs were being amortized over the life of the agreement.

We have various borrowing arrangements at our foreign subsidiaries to support working capital needs and government sponsored borrowings which provide advantageous lending rates. Our borrowings under these arrangements totaled $59.2 million at June 30, 2010. Our weighted average interest rate for these borrowings was 12.0% for the six months ended June 30, 2010 and 8.9% for the year ended December 31, 2009.

NOTE 9. Comprehensive Income (Loss)

A summary of comprehensive (loss) income is as follows:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
(In Millions)		2010				2009				2010				2009
Net loss		$	(5.1	)		$	(24.9	)		$	(47.0	)		$	(48.8	)
Other comprehensive income (loss), net of tax
Foreign currency translation adjustments			(5.9	)			15.0				(14.0	)			27.2
(Loss) Gain on derivatives, net of tax			(5.6	)			38.7				(9.1	)			35.3
Total comprehensive (loss) income		$	(16.6	)		$	28.8			$	(70.1	)		$	13.7

NOTE 10. Share-Based Compensation Arrangements

Under our Long-Term Incentive Cash Award Plan, two types of incentives are awarded, both of which are based upon the value of our Class A shares; stock appreciation rights (“SARs”) and phantom stock units.

SARs are granted with an exercise price equal to the closing price of the Company’s common stock on the date of the grant, as reported by the NASDAQ Stock Market. SARs and phantom shares are generally granted to non-employee directors and key employees in the first quarter of each year and vest one-third each year over a three year period and have a seven year term.

In the first quarter of 2010, we granted 102,696 phantom stock units with a weighted average grant price of $12.86 and 117,601 SARs with a weighted average grant price of $10.41.

We measure the fair value of the phantom stock units based upon the closing stock price of our Class A common stock on the last day of the reporting period. At June 30, 2010 and December 31, 2009, the closing stock price on our Class A common stock was $11.12 and $11.69 respectively.

We measure the fair value of each SAR, also based on the closing stock price of Class A common stock on the last day of the period, using a Black-Scholes valuation model. The fair value of each SAR was estimated as of June 30, 2010 using the following assumptions:

		June 30, 2010		June 30, 2009
Risk-free interest rate		1.69-2.29%		3.19%
Dividend yield		0.0%		0.0%
Expected life (years)		4.7-6.5 years		5.7-7.0 years
Volatility		91.91%		90.56%

Since both the SARs and the phantom stock units are settled in cash rather than by issuing equity instruments; we record them as expense with a corresponding liability on our balance sheet. The expense is based on the fair value of the awards on the last day of the reporting period and represents an amortization of that fair value over the vesting period of the awards. Total compensation expense related to the plan for the three months ended June 30, 2010 and 2009 was $0.5 million and $2.8 million, respectively, and total compensation expense for the six months ended June 30, 2010 and 2009 was $0.9 million and $2.5 million respectively. The balance of the fair value that has not yet been recorded as expense is considered an unrecognized liability. The unrecognized compensation as calculated at June 30, 2010 and December 31, 2009 was $3.0 million and $2.1 million, respectively.

NOTE 11. Impairments, Restructuring Charges, and Other Items

The charges (gains) recorded as restructuring, impairment and other charges for quarter and six months ended June 30, 2010 and 2009 are as follows:

		Three Months Ended								Six Months Ended
		June 30,								June 30,
(In Millions)		2010				2009				2010				2009
Legal Settlement		$	7.3			$	—			$	7.3			$	—
Environmental reserve on held-for-sale building			1.2				—				1.2				2.3
Severance, restructuring costs, and special termination benefits			0.4				1.1				0.9				4.4
Curtailment Gain			(0.4	)			—				(0.4	)			—
Settlement 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				—
Final settlement of previously terminated salary retirement plan, net of excise tax			—				—				(1.0	)			—
Loss on transfer of surplus land			—				—				—				0.3
Total impairments, restructuring charges, and other items		$	8.5			$	1.1			$	48.5			$	7.0

Impairments, Restructuring Charges, and Other Items for the second quarter of 2010 include $7.3 million related to a legal settlement; a $1.2 million increase in our environmental reserve associated with the remediation activities at our former Tecumseh, Michigan facility (both as more fully described in Note 15 of the notes to consolidated financial statements); a $0.4 million curtailment gain as a result of terminating post-retirement benefits at our former Tecumseh Michigan facility (as more fully described in Note 5 of the notes to consolidated financial statements), and severances associated with a reduction in force at our Brazilian ($0.3 million) and corporate ($0.1 million) locations.

Impairments, Restructuring Charges, and Other Items for the second quarter of 2009 include severance payments associated with a reduction in force at our Brazilian ($0.8 million) and North American ($0.3 million) locations. For the six months ended June 30, 2010, Impairments, Restructuring Charges, and Other Items include a legal settlement of $7.3 million; an environmental reserve increase of $1.2 million; a curtailment gain of $0.4 million; the non-cash settlement charges and excise tax related to the reversion of our hourly pension plan (as more fully described in Note 5 of the notes to consolidated financial statements); impairment of an investment, and severance payments associated with a reduction in force at our Brazilian ($0.4 million) and Corporate ($0.5 million) locations. In addition, a final settlement gain of $1.0 million, net of excise tax, was received in February 2010 from our previous salaried pension plan that was terminated in 2008.

Impairments, Restructuring Charges, and Other Items for the six months ended June 30, 2009 include severance payments, payroll taxes and other benefit-related costs associated with a reduction in force at our Brazilian ($2.7 million), North American ($1.1 million) and Indian ($0.6 million) locations, and the environmental reserve associated with the remediation activities at our former Tecumseh, Michigan facility (as more fully described in Note 15 of the notes to consolidated financial statements).

The following table reconciles cash activities for the six months ended June 30, 2010 for accrued impairment, restructuring charges and other items.

(In Millions)		Severance				Excise Tax				Legal				Other				Total
Balance at January 1, 2010		$	9.7			$	—			$	—			$	1.8			$	11.5
Accruals			0.6				10.9				7.3				1.2				20.0
Payments			(8.8	)			(10.9	)			—				(0.4	)			(20.1	)
Balance at June 30, 2010		$	1.5			$	—			$	7.3			$	2.6			$	11.4

The severance reserve established in the last quarter of 2009 represents the remaining payments to be made related to our European reduction in force and is expected to be paid in the third quarter of 2010. The excise tax on the pension reversion was paid in the second quarter and the legal accrual was paid on July 3, 2010. The environmental reserve (included in other) established in the first quarter of 2009 and increased $1.2 million in the second quarter of 2010, represents estimated costs associated with remediation activities at our former Tecumseh, Michigan facility, and is expected to be paid over the next 18-24 months.

NOTE 12. Income Taxes

We record the tax impact of certain discrete items (unusual or infrequently occurring), including changes in judgment about valuation allowances and effects of changes in tax laws or rates in the interim period in which they occur. We adjust our effective tax rate for each quarter to be consistent with the estimated annual effective tax rate. For periods ending in 2010, we calculated our tax provision based on the estimate of the annual effective tax rate. Prior to the current year, a reliable estimate of U.S. ordinary income was not available so a discrete period computation was used. The switch from the discrete method to the effective method did not have an impact for the six months ended June 30, 2010.

In addition, income taxes are allocated between continuing operations, discontinued operations and other comprehensive income because all items, including discontinued operations, should be considered for purposes of determining the amount of tax benefit that results from a loss from continuing operations and that could be allocated to continuing operations.

We apply this concept by tax jurisdiction, and in periods in which there is a pre-tax loss from continuing operations and pre-tax income in another category, such as discontinued operations or other comprehensive income, the tax benefit allocated to continuing operations is determined by taking into account the pre-tax income of other categories.

For the three months ended June 30, 2010, we reported a loss from continuing operations and other comprehensive income (“OCI”) in U.S. jurisdictions, and income in discontinued operations. The consolidated statement of operations reflects a $0.2 million income tax benefit from continuing operations for the three months ended June 30, 2010. This tax benefit is comprised of a tax expense of $0.7 million in foreign jurisdictions and a benefit of $0.9 million in U.S. federal taxes. The $7.2 million in tax benefit recorded against continuing operations for the second quarter of 2009 represented a tax expense of $1.2 million for U.S. federal taxes and a benefit of $8.4 million for taxes in foreign jurisdictions.

For the six months ended June 30, 2010, we recorded a tax benefit of $1.9 million. This tax benefit is comprised of a tax expense of $1.0 million in foreign jurisdictions and a benefit of $2.9 million in U.S. federal taxes. The $13.7 million in tax benefit recorded against continuing operations for the six months ending June 30, 2009 represented a tax benefit of $0.5 million for U.S. federal taxes, a tax benefit of $1.5 million for state taxes and a benefit of $11.7 million for taxes in foreign jurisdictions.

The receipt of $54.5 million in gross proceeds from the reversion of our hourly retirement plan in the first quarter of 2010 generated a tax gain that was fully offset for federal tax purposes by our NOL carryforwards.

At June 30, 2010 and December 31, 2009, full valuation allowances were recorded against deferred tax assets for those tax jurisdictions, specifically the U.S., Brazil, France and India, in which we believe it is not more likely than not that the deferred taxes will be realized.

We have open tax years from 2005 to 2009, with various significant taxing jurisdictions including the U.S., Canada, France and Brazil. In the U.S., our federal income tax returns through 2005 have been examined by the Internal Revenue Service.

U.S. federal tax refund claims were filed during the second quarter of 2010 and resulted in the receipt of tax refunds of $1.2 million. These refunds were recognized as a tax benefit during the period. The IRS is currently auditing a refund claim and upon completion of that audit, the amount of the unrecognized tax benefits could be reduced by $5.5 million within the next 12 months.

NOTE 13. Fair Value

We categorize assets and liabilities at fair value in three levels, based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. These levels are as follows:

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.

The following table presents the amounts recorded on our balance sheet for assets and liabilities measured at fair value on a recurring basis as of June 30, 2010.

		Total Fair
(In Millions)		Value				Level 1				Level 2				Level 3
Assets:
Commodity futures contracts		$	2.2			$	—			$	2.2			$	—
Foreign currency derivatives			1.7				—				1.7				—
Balance as of June 30, 2010		$	3.9			$	—			$	3.9			$	—
Liabilities:
Foreign currency derivatives			3.1				—				3.1				—
Balance as of June 30, 2010		$	3.1			$	—			$	3.1			$	—

The following table presents the changes in Level 3 assets for the six months ended June 30, 2010:

		Auction Rate				Auction Rate
(In Millions)		Certificates				Securities Rights
Balance at January 1, 2010		$	3.9			$	0.2
Payments on principal			(4.2	)			—
Gains (losses) included in investment income			0.3				(0.2	)
Balance at June 30, 2010		$	—			$	—

As of June 30, 2010 we sold our investment in our Auction Rate Certificate (ARC) and Auction Rate Securities Right (ARSR) that were previously classified as level 3 assets.

NOTE 14. Derivative Instruments and Hedging Activities

We are exposed to foreign currency exchange rate risk arising from transactions in the normal course of business, such as sales to foreign customers not denominated in the seller’s functional currency, foreign plant operations, and purchases from suppliers. We actively manage the exposure of our foreign currency exchange rate market risk and market fluctuations in commodity prices by entering into various hedging instruments, authorized under our policies that place controls on these activities, with counterparties that are highly rated financial institutions. We are exposed to credit-related losses in the event of non-performance by these counterparties; however, our exposure is generally limited to the unrealized gains in our contracts should any of the counterparties fail to perform as contracted.

Our hedging activities primarily involve use of foreign currency forward exchange contracts and commodity forward and futures contracts. These contracts, other than commodity forward contracts, are designated as cash flow hedges. We use derivative instruments only in an attempt to limit underlying exposure from foreign currency exchange rate fluctuations and commodity price fluctuations to minimize earnings and cash flow volatility associated with these risks. Decisions on whether to use such contracts are made based on the amount of exposure to the currency or commodity involved, and an assessment of the near-term market value for each risk. Our policy is not to allow the use of derivatives for trading or speculative purposes. Our primary foreign currency exchange rate exposures are with the Brazilian Real, the Euro, and the Rupee, against the U.S. dollar.

At June 30, 2010 and December, 31 2009, there were no gains or losses on contracts reclassified into earnings as a result of the discontinuance of cash flow hedges. The notional amount outstanding of forward contracts designated as cash flow hedges was $92.2 million and $59.9 million at June 30, 2010 and December 31, 2009, respectively.

The following table presents the fair value of the Company’s derivatives designated as hedging instruments in our consolidated balance sheet as of June 30, 2010 and December 31, 2009:

		Asset (Liability) Derivatives
		June 30, 2010						December 31, 2009
		Financial						Financial
(In Millions)		Position Location		Fair Value				Position Location		Fair Value
Derivatives designated as hedging instruments
Commodity futures contracts		Fair value of hedge (asset)		$	2.2			Fair value of hedge (asset)		$	5.4
Commodity futures contracts		Fair value of hedge (liability)			—			Fair value of hedge (liability)			(0.4	)
Foreign currency derivatives		Fair value of hedge (asset)			1.7			Fair value of hedge (asset)			5.8
Foreign currency derivatives		Fair value of hedge (liability)			(3.1	)		Fair value of hedge (liability)			(0.2	)
Total derivatives designated as hedging instruments				$	0.8					$	10.6

The following table presents the impact of derivatives designated as hedging instruments on our consolidated financial statements for the three and six months ended June 30, 2010 and 2009:

										Location of
										Gain (Loss)
										Reclassified
		Amount of Gain (Loss)								from AOCI				Amount of Gain (Loss)
		recognized in OCI (effective								into Income				Reclassified from AOCI into
(In Millions)		Portion)								(Effective				Income (Effective Portion)
Three Months Ended		June 30, 2010				June 30, 2009				Portion)				June 30, 2010				June 30, 2009
Commodity futures contracts		$	(0.8	)		$	13.7			Cost of sales				$	2.3			$	1.3
Foreign currency derivatives			(0.7	)			10.0			Net sales					1.8				0.7
Total			(1.5	)			23.7							$	4.1			$	2.0
Six Months Ended		June 30, 2010				June 30, 2009								June 30, 2010				June 30, 2009
Commodity futures contracts		$	0.2			$	16.0			Cost of sales				$	3.3				(1.1	)
Foreign currency derivatives			(1.3	)			14.8			Net sales					4.7				(5.9	)
Total		$	(1.1	)		$	30.8							$	8.0			$	(7.0	)

										Location of
										Gain (Loss)
										Reclassified
		Amount of Gain (Loss)								from AOCI				Amount of Gain (Loss)
		recognized in OCI (Ineffective								into Income				Reclassified from AOCI into
(In Millions)		Portion)								(Ineffective				Income (Ineffective Portion)
Three Months Ended		June 30, 2010				June 30, 2009				Portion)				June 30, 2010				June 30, 2009
Commodity futures contracts		$	—			$	1.0			Cost of sales				$	—			$	0.3
Foreign currency derivatives			—				—			Net sales					—				—
Total		$	—			$	1.0							$	—			$	0.3

Six Months Ended		June 30, 2010				June 30, 2009								June 30, 2010				June 30, 2009
Commodity futures contracts		$	—			$	1.0			Cost of sales				$	—			$	0.3
Foreign currency derivatives			—				—			Net sales					—				—
Total		$	—			$	1.0							$	—			$	0.3

As of June 30, 2010, there were no contracts that were deemed ineffective.

NOTE 15. Commitments and Contingencies

Accounts Receivables

A portion of accounts receivable at our Brazilian and Indian subsidiaries are sold with limited recourse at a discount, which creates a contingent liability for the business. Our Brazilian subsidiary also sells portions of its accounts receivable without recourse. Discount receivables sold, including both with and without recourse amounts, were $37.4 million and $43.3 million at June 30, 2010 and December 31, 2009, respectively, and the discount rate was 7.4% and 11.6%, respectively.

Purchase Commitments

As of December 31, 2009, we had $19.1 million of noncancelable purchase commitments with some suppliers for materials and supplies in the normal course of business. There has been no material change as of June 30, 2010.

Letters of Credit

We issue letters of credit in the normal course of business, as required by some vendor contracts. We have $4.3 million and $4.9 million in outstanding letters of credit at June 30, 2010 and December 31, 2009, respectively

Litigation

General

We are party to litigation in the ordinary course of business. Litigation occasionally involves claims for punitive as well as compensatory damages arising out of use of our products. Although we are self-insured to some extent, we maintain insurance against certain product liability losses. We are also subject to administrative proceedings with respect to claims involving the discharge of hazardous substances into the environment. Some of these claims assert damages and liability for remedial investigation and clean-up costs. We are also typically involved in commercial and employee disputes in the ordinary course of business. Although their ultimate outcome cannot be predicted with certainty, and some may be disposed of unfavorably to us, management considers that appropriate reserves have been established and, except as described below does not believe that the disposition of these matters will have a material adverse effect on our consolidated financial position, cash flows or results of operations. However, discovery of new facts, developments in litigation, or settlement negotiations could cause estimates to differ materially from current expectations in the future. Except as disclosed below, we do not believe we have any pending loss contingencies that are probable or reasonably possible of having a material impact to our consolidated financial position, results of operations or cash flows.

U.S. Horsepower label litigation

A nationwide class-action lawsuit filed against us and other defendants (Ronnie Phillips et al v. Sears Roebuck Corporation et al., No. 04-L-334 (20^th Judicial Circuit, St. Clair County, IL)) alleged that the horsepower labels on the products the plaintiffs purchased, which included products manufactured by our former Engine & Power Train business, were inaccurate. The plaintiffs sought certification of a class of all persons in the United States who, beginning January 1, 1995 through the present, purchased a lawnmower containing a two stroke or four stroke gas combustible engine up to 20 horsepower that was manufactured by defendants. On March 30, 2007, the Court issued an order granting the defendants’ motion to dismiss, and on May 8, 2008 the Court issued an opinion that (i) dismissed all the claims made under the Racketeer Influenced and Corrupt Organization (“RICO”) Act with prejudice; (ii) dismissed all claims of the 93 non-Illinois plaintiffs with instructions to re-file amended claims in individual state courts; and (iii) ordered that any amended complaint for the three Illinois plaintiffs be re-filed by May 30, 2008. Since that time, eleven plaintiff’s firms have filed 65 class action matters in all 50 states, the District of Columbia, and Puerto Rico asserting claims on behalf of consumers in each of those jurisdictions with respect to lawnmower purchases from January 1, 1994 to the present. We have joined the joint defense group with other lawnmower and component manufacturers who are defendants. In the fourth quarter of 2009, a conceptual offer by a group of the defendants, including Tecumseh, of $51.0 million was accepted in principle with the actual settlement terms to be negotiated. On February 24, 2010, Tecumseh, along with the other settling defendants, executed a settlement agreement (the “group settlement”) with plaintiffs resolving claims against the group of settling defendants in exchange for a group payment of $51 million, a one-year warranty extension for qualifying class members and injunctive relief regarding future lawnmower engine labeling practices. On February 26, 2010, the Court entered an Order preliminarily approving the group settlement, certifying the settlement class, appointing settlement class counsel and staying proceedings against the settling defendants. The settlement class consists of all persons or entities in the United States who, beginning January 1, 1994, up to the date when notice of the preliminary approval was published (April 12, 2010) purchased, for their own use and not for resale, a lawn mower containing a gas combustible engine up to 30 horsepower provided that either the lawn mower or the engine of the lawn mower was manufactured or sold by a Defendant. On June 22, 2010, the Court conducted a hearing to determine the fairness, reasonableness and adequacy of the group settlement and to determine whether the group settlement and the settlements plaintiffs reached with other defendants should be finally approved and a final judgment entered. The Court heard argument from objectors to the settlements and the parties to the settlements, and a decision from the Court is still pending. We believe that it is probable that we will achieve final settlement and Tecumseh’s has paid $3.1 million of its allocable portion of approximately $6.2, and the balance has been reserved.

Canadian Horsepower label litigation

On March 19, 2010 Robert Foster and Murray Davenport filed a lawsuit under the Class Proceedings Act in the Ontario Superior Court of Justice against us and several other defendants (including Sears Canada Inc., Sears Holdings Corporation, John Deere Limited, Platinum Equity, LLC, Briggs & Stratton Corporation, Kawasaki Motors Corp., USA, MTD Products Inc., The Toro Company, American Honda Motor Co., Electrolux Home Products, Inc., Husqvarna Consumer Outdoor Products N.A., Inc. and Kohler Co.), alleging that defendants conspired to fix prices of lawnmowers and lawn mower engines in Canada, to lessen competition in lawnmowers and lawn mower engines in Canada, and to mislabel the horsepower of lawnmower engines and lawnmowers in violation of the Canadian Competition Act, civil conspiracy prohibitions and the Consumer Packaging and Labeling Act. Plaintiffs seek to represent a class of all persons in Canada who purchased, for their own use and not for resale, a lawnmower containing a gas combustible engine of 30 horsepower or less provided that either the lawnmower or the engine contained within the lawnmower was manufactured and/or sold by a Defendant or their predecessors between January 1, 1994 and the date of judgment. Plaintiffs seek undetermined money damages, punitive damages, interest, costs and equitable relief. In addition, Snowstorm Acquisition Corporation and Platinum Equity, LLC, the purchasers of Tecumseh Power Company and its subsidiaries and Motoco a.s. in November 2007, have notified us that they claim indemnification with respect to this lawsuit under our Stock Purchase Agreement with them.

At this time, we do not have a reasonable estimate of the amount of our ultimate liability, if any, or the amount of any potential future settlement, but the amount could be material to our financial position, consolidated results of operations and cash flows.

On May 3, 2010, a class action was commenced in the Superior Court of the Province of Quebec by Eric Liverman and Sidney Vadish against us and several other defendants (including those listed above) advancing allegations similar to those outlined immediately above. Plaintiffs seek undetermined money damages, punitive damages, interest, costs, and equitable relief. As above, Snowstorm Acquisition Corporation and Platinum Equity, LLC, the purchasers of Tecumseh Power Company and its subsidiaries and Motoco a.s. in November 2007, have notified us that they claim indemnification with respect to this lawsuit under our Stock Purchase Agreement with them.

At this time, we do not have a reasonable estimate of the amount of our ultimate liability, if any, or the amount of any potential future settlement, but the amount could be material to our financial position, consolidated results of operations and cash flows.

Compressor industry antitrust investigation

On February 17, 2009, we received a subpoena from the United States Department of Justice Antitrust Division (“DOJ”) and a formal request for information from the Secretariat of Economic Law of the Ministry of Justice of Brazil (“SDE”) related to investigations by these authorities into possible anti-competitive pricing arrangements among certain manufacturers in the compressor industry. The European Commission began an investigation of the industry on the same day.

We are cooperating fully with these investigations. In addition, we have entered into a conditional amnesty agreement with the DOJ under the Antitrust Division’s Corporate Leniency Policy. Pursuant to the agreement, the DOJ has agreed to not bring any criminal prosecution or impose any monetary fines with respect to the investigation against the Company as long as we, among other things, continue our full cooperation in the investigation. We have received similar conditional immunity from the European Commission, the SDE, and competition authorities in other jurisdictions.

While we have taken steps to avoid fines, penalties and other sanctions as the result of proceedings brought by regulatory authorities, the amnesty grants do not extend to civil actions brought by private plaintiffs. The public disclosure of these investigations has resulted in a class action lawsuit filed in Canada and numerous class action lawsuits filed in the United States, including by both direct and indirect purchaser groups. All of the U.S. actions have been transferred to the U.S. District Court for the Eastern District of Michigan for coordinated or consolidated pretrial proceedings under Multidistrict Litigation (“MDL”) procedures.

On June 24, 2010, Tecumseh Products Company, Tecumseh Compressor Company, Tecumseh do Brasil, Ltda, and Tecumseh do Brasil U.S.A. LLC entered into a settlement agreement with the direct-purchaser plaintiffs (the “Settlement Agreement”) to resolve claims in the action in order to avoid the costs and distraction of this ongoing class action litigation. The Settlement Agreement was made by and between Tecumseh and its subsidiaries and affiliates, and plaintiffs, both individually and on behalf of a class of persons who purchased in the United States, its territories and possessions, directly from a defendant during the period from January 1, 2004 through December 31, 2008: (a) compressors of less than one horsepower used for refrigeration, freezing or cooling purposes, and/or (b) refrigeration products, including condensers, containing compressors of less than one horsepower used for refrigeration, freezing or cooling purposes (the “Covered Products”).Compressors used for air-conditioning applications are specifically excluded.

Under the terms of the Settlement Agreement, in exchange for plaintiffs’ full release of all U.S. direct-purchaser claims against Tecumseh relating to the Covered Products, Tecumseh agreed to pay a settlement amount of $7.0 million and, in addition, agreed to pay up to $250,000 for notice and administrative costs associated with administering the settlement. These costs have been accrued as an expense in the second quarter ended June 30, 2010 in the line item captioned “Impairments, restructuring charges, and other items”. Tecumseh also agreed to assist plaintiffs in obtaining the Court’s approval of the settlement and to share with plaintiffs information relating to the anti-competitive conduct alleged in the action. If the Court refuses to approve the Settlement Agreement or if the Settlement Agreement is modified or set aside on appeal, plaintiffs and Tecumseh each may rescind the Settlement Agreement and the settlement amount will be returned to Tecumseh. In addition, if Tecumseh customers representing a significant percentage of purchases of Covered Products choose not to participate in the settlement (opt-out), Tecumseh has the right under certain circumstances to withdraw from the Settlement Agreement and have the settlement funds returned.

In the United States, the remaining indirect purchaser class actions are in a preliminary stage. A consolidated amended complaint was filed on June 30, 2010 and answers are due by August 30, 2010. Persons who engage in price-fixing in violation of U.S. antitrust law generally are jointly and severally liable to private claimants for three times the actual damages caused by the joint conduct. As a conditional amnesty recipient, however, Tecumseh’s civil liability will be limited pursuant to the Antitrust Criminal Penalty Enhancement and Reform Act of 2004, as amended (“ACPERA”), to any actual damages suffered by our customers due to our conduct. As long as Tecumseh continues to cooperate with the civil claimants and complies with the requirements of ACPERA, we will be liable only for actual, as opposed to treble, damages and will not be jointly and severally liable for claims against other participants in the alleged anticompetitive conduct being investigated. In Canada, the class action also is in a preliminary stage and no court hearing has yet been held. Due to uncertainty of our liability in these cases, we have not accrued any liability in our financial statements, other than for the claims subject to the Settlement Agreement. Our ultimate liability, if any, or the amount of any potential future settlements or resolution of these claims could be material to our financial position, consolidated results of operations and cash flows.

We anticipate that we will incur additional expenses as we continue to cooperate with the investigations and defend the remaining lawsuits. We expense all legal costs as incurred in the consolidated statements of operations. Such expenses and any restitution payments could negatively impact our reputation, compromise our ability to compete and result in financial losses in an amount, which could be material to our financial position, consolidated results of operations and cash flows.

Platinum

On November 20, 2009 Snowstorm Acquisition Corporation (“Snowstorm”), a Delaware corporation affiliated with Platinum Equity Capital Partners, L.P. (“Platinum”), filed a lawsuit against Tecumseh Products Company, Alix Partners LLP, AP Services LLC and James Bonsall in the United States District Court for the District of Delaware, alleging breach of contract, violation of Section 10(b) of the Securities Exchange Act and Rule 10b-5, violation of Section 20(a) of the Exchange Act, Common Law Fraud and Negligent Misrepresentation in connection with Snowstorm’s purchase of the issued and outstanding capital stock of Tecumseh Power Company and its subsidiaries and Motoco a.s. (collectively “Tecumseh Power”) in November, 2007. At the time of the sale, Tecumseh Power Company was a wholly-owned subsidiary of Tecumseh Products Company engaged in the manufacture and sale of Tecumseh gas-powered engines used in snow throwers, lawnmowers, generators, power washers and augers, among other applications. Snowstorm seeks unspecified compensatory and punitive damages and a declaratory judgment that Tecumseh Products is obligated to indemnify Snowstorm for certain other claims and losses allegedly related to the subject matter of the complaint. An Answer on behalf of Tecumseh Products Company was filed on January 27, 2010. On January 20, 2010, Alix Partners, LLP, AP Services LLC and James Bonsall filed a Motion to Dismiss Snowstorm’s complaint in its entirety. The Court has yet to rule on this motion. In addition, Alix Partners, LLP, AP Services LLC, and James Bonsall allege that Tecumseh Products is obligated to defend and indemnify them in connection with this lawsuit. We intend to vigorously defend the lawsuit. At this time, we do not have a reasonable estimate of the amount of our ultimate liability, if any, or the amount of any potential future settlement, but the amount could be material to our financial position, consolidated results of operations and cash flows.

Environmental Matters

At June 30, 2010 we had accrued $3.2 million and $2.7 million at December 31, 2009 for environmental remediation. Included in the June 30, 2010 balance was an accrual of $2.6 million, which is reflective of remaining estimated costs associated with remediation activities at our former Tecumseh, Michigan facility. This estimate included an increase of $1.2 million in the second quarter of 2010 as a result of additional work required by the United States Environmental Protection Agency (“USEPA”) as required by the Agreed Order of Consent between USEPA and Tecumseh approved on June 22, 2010. Remediation efforts are ongoing, most of which will be completed in the next 18 to 24 months while monitoring activities are anticipated to be completed by the end of 2014.

In cooperation with the Wisconsin Department of Natural Resources (“WDNR”), we also conducted an investigation of soil and groundwater contamination at our Grafton, Wisconsin plant. In 2008, the remainder of the work required by the WDNR was completed subject to two years of monitoring to be completed by the end of October 2009. The monitoring results showed no contamination in the building except for one small area which showed values that exceeded initial values sought by the WDNR. At June 30, 2010 and December 31, 2009, we had accrued $0.5 million and $0.2 million, respectively for the total estimated cost associated with the investigation and remediation of the on-site contamination.

In addition to the above-mentioned sites, we are also currently participating with the EPA and various state agencies at certain other sites to determine the nature and extent of any remedial action that may be necessary with regard to such other sites. As these matters continue toward final resolution, amounts in excess of those already provided may be necessary to discharge us from our obligations for these sites. Such amounts, depending on their amount and timing, could be material to reported net income in the particular quarter or period that they are recorded. In addition, the ultimate resolution of these matters, either individually or in the aggregate, could be material to the consolidated financial statements.

NOTE 16. Recently Issued Accounting Pronouncements

In June, 2009, The FASB adopted new rules to improve financial reporting by enterprises involved with variable interest entities and to provide more relevant and reliable information to users of financial statements. The new principle is effective for the first annual reporting period beginning after November 15, 2009 and for the interim periods within that year. The adoption of this principle did not affect our financial statements or results of operations.

NOTE 17. Subsequent Events

We perform review procedures for subsequent events, and determine any necessary disclosures that arise from such evaluation, up to the date of issuance of our annual and interim reports.

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations.

CAUTIONARY STATEMENTS RELATING TO FORWARD LOOKING STATEMENTS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the MD&A and the cautionary statements and discussion of risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2009 and the information contained in the Consolidated Financial Statements and Notes to Consolidated Statements in Part 1, Item 1 of this report

This report 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 by the fact that they appear under the caption “Outlook.” 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, and 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) current and future global economic conditions and the condition of credit markets, which may magnify other risk factors; ii) the success of our ongoing effort to bring costs in line with projected production levels and product mix; iii) financial market changes, including fluctuations in foreign currency exchange rates and interest rates; iv) availability and volatility in the cost of materials, particularly commodities, including steel and copper, whose cost can be subject to significant variation; v) actions of competitors in highly competitive markets with intense competition; vi) our ability to maintain adequate liquidity in total and within each foreign operation; vii) the effect of terrorist activity and armed conflict; viii) economic trend factors such as housing starts; ix) the ultimate cost of defending and resolving environmental and legal matters, including any liabilities resulting from the regulatory antitrust investigations commenced by the United States Department of Justice Antitrust Division, the Secretariat of Economic Law of the Ministry of Justice of Brazil or the European Commission, any of which could preclude commercialization of products or adversely affect profitability and/or civil litigation related to such investigations; x) weather conditions affecting demand for replacement products; xi) emerging governmental regulations; xii) our ability to profitably develop, manufacture and sell both new and existing products; xiii) the extent of any business disruption that may result from the restructuring and realignment of our manufacturing operations or system implementations, the ultimate cost of those initiatives and the amount of savings actually realized; xiv) the extent of any business disruption caused by work stoppages initiated by organized labor unions; xv) potential political and economic adversities that could adversely affect anticipated sales and production in Brazil; xvi) potential political and economic adversities that could adversely affect anticipated sales and production in India, including potential military conflict with neighboring countries; xvii) increased or unexpected warranty claims; and xviii) the ongoing financial health of major customers. 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 our most recently filed Annual Report on Form 10-K, Part I, Item 1A, “Risk Factors.”

EXECUTIVE SUMMARY

In addition to the relative competitiveness of our products, our business is significantly influenced by several specific economic factors: the strength of the overall global economy, which can have a significant impact on our sales volumes; the drivers of product cost, especially the price of copper and steel; the relative value against the U.S. dollar of those foreign currencies of countries where we operate; and global weather conditions.

Economy

With respect to global economic activity, the recent global recession precipitated by the financial crisis had a detrimental effect on our sales volumes in the first half of 2009. In the first half of 2010, sales increased due to stronger economic conditions and higher availability of consumer credit. In addition, we believe a portion of the increase is a result of market share gains across all product lines. Exclusive of the effects of currency translation, overall, volumes in the first two quarters of 2010 across all product lines were approximately 43.2% higher than the first two quarters of 2009. While the recent increases in order activity suggest that volumes have improved compared to 2009, we cannot currently project whether market conditions will improve on a sustained or significant basis.

Copper and Steel

Due to the high content of copper and steel in compressor products, our results of operations are very sensitive to the prices of these commodities. From January 1 to June 30, 2010, market copper prices decreased by 6.9% from December 2009 year-end levels. The average market cost of copper in the second quarter of 2010 was 51% higher than the average market cost in the second quarter of 2009. After consideration of our hedge positions during the second quarter of 2010 and 2009, our average cost of copper in the second quarter of 2010 was 14.2% lower in our results of operations when compared to the second quarter of 2009. The average market cost of copper in the first half of 2010 was 76% higher than the average market cost in the first half of 2009. After consideration of our hedge positions during the first half of 2010 and 2009, our average cost of copper in the first half of 2010 was 6.7% lower in our results of operations when compared to the first half of 2009.

From January 1 to June 30, 2010, prices for the types of steel utilized in our products increased by 8.1% from December 2009 year end levels. The average market cost of steel in the second quarter of 2010 was 12.5% higher than the average cost in the second quarter of 2009. The average market cost of steel in the first half of 2010 was 7.1% higher than the average cost in the first half of 2009.

We have been proactive in addressing the volatility of these costs, including executing forward purchase and futures contracts, as of June 30, 2010, that cover approximately 52% of our remaining anticipated copper usage in 2010. Renewed rapid escalation of these costs would nonetheless have an adverse affect on our results of operations both in the near and long term as our anticipated needs are not 100% hedged.

Changes in steel prices have a more immediate impact, as there is currently no well-established market for hedging against increases in the price of steel. In addition, while the use of forwards and futures can mitigate the risks of price increases associated with these commodities by “locking in” prices at a specific level, they also reduce the benefits of price decreases associated with these commodities. In addition, declines in the prices of the underlying commodities can result in downward pressure in selling prices, particularly if competitors have lesser future purchase positions, thus causing a contraction of margins.

We expect to continue our approach of mitigating the effect of short term swings through the appropriate use of hedging instruments and modified pricing structures with our customers to allow us to recover our costs in the event that the prices of commodities escalate in a manner similar to what we experience in the first half of 2010, although we have not materially changed our prices in 2010 so far.

Currency Exchange

The compressor industry and our business in particular are characterized by global and regional markets that are served by manufacturing locations positioned throughout the world. Most of our manufacturing presence is in international locations. During the first half of 2010 and 2009, approximately 83% and 78%, respectively, of our compressor manufacturing activity took place outside the United States, primarily in Brazil, France, and India. As a result, our consolidated financial results are sensitive to changes in foreign currency exchange rates, most notably the Brazilian Real, the Euro and the Indian Rupee. Due to our significant manufacturing and sales presence in Brazil, changes in the Brazilian Real have had a significant impact on our results of operations when compared to prior periods. In the first two quarters of 2010, the Brazilian Real strengthened against the dollar by 17.5% compared to the first two quarters of 2009. For a discussion of the risks to our business associated with currency fluctuations, refer to “Quantitative and Qualitative Disclosures about Market Risk” in Part I, Item 3 of this report. We are continuing to execute strategies to continue to shift production to low cost countries such as India and Mexico.

Liquidity

We have received and expect further non-operating cash inflows through the end of 2010. We received approximately $43.6 million, net of excise tax, from the reversion of our over-funded hourly pension plan in the first quarter of 2010 and $1.7 million in U.S. tax refunds in the second quarter of 2010. In addition, based on historical payment pattern of the Brazilian tax authorities, and based on the U.S. dollar to Real exchange rate as of June 30, 2010, we expect to recover approximately $36.5 million of the $74.5 million outstanding refundable taxes in Brazil before the end of 2010. The Brazilian tax authorities will not commit to an actual date of payment and the timing of receipt may be different than planned if the Brazilian authorities change their pattern of payment. We also expect an additional U.S. income tax refund of $1.4 million, however the timing of receipt is uncertain.

Challenges remain with respect to our ability to generate appropriate levels of liquidity solely from cash flows from operations, particularly challenges related to global economic conditions, currency exchange rates and commodity pricing as discussed above. In the first two quarters of 2010, we used $34.0 million of cash flow in operations, which included the net inflow after payment of the excise tax of $43.6 million related to the reversion of the hourly pension plan. While we expect continued improvement as our restructuring activities take effect, we still may not generate cash from normal operations unless further restructuring activities are implemented and/or economic conditions improve.

We terminated our U.S. credit facility in the second quarter of 2010, although we continue to maintain various credit facilities in most other jurisdictions in which we operate. While we believe that current cash balances and the cash to be generated by the Brazilian tax refund will produce adequate liquidity to implement our business strategy over the foreseeable future, there can be no assurance that such amounts will ultimately be adequate if economic conditions deteriorate. We anticipate that we will restrict non-essential uses of our cash balances until cash production from normal operations improves.

In addition, while our business dispositions have improved our liquidity, many of the sale agreements provide for certain retained liabilities, indemnities and/or purchase price adjustments including liabilities that relate to environmental issues and product warranties. While we believe we have adequately provided for such contingent liabilities based on currently available information, future events could result in the recognition of additional liabilities that could consume available liquidity and management attention.

RESULTS OF OPERATIONS

Three Months Ended June 30, 2010 vs. Three Months Ended June 30, 2009

A summary of our operating results as a percentage of net sales is shown below:

		Three Months Ended June 30,
(Dollars In Millions)		2010				%				2009*				%
Net sales		$	249.3				100.0	%		$	163.7				100.0	%
Cost of sales and operating expenses			218.3				87.6	%			159.7				97.6	%
Gross Profit			31.0				12.4	%			4.0				2.4	%
Selling and administrative expenses			29.6				11.9	%			33.3				20.3	%
Impairments, restructuring charges, and other items			8.5				3.4	%			1.1				0.7	%
Operating loss			(7.1	)			(2.9	)%			(30.4	)			(18.6	)%
Interest expense			2.7				1.0	%			2.1				1.3	%
Interest income and other, net			0.3				0.1	%			0.6				0.4	%
Loss from continuing operations before taxes			(9.5	)			(3.8	)%			(31.9	)			(19.5	)%
Tax benefit			0.2				0.1	%			7.2				4.4	%
Net loss from continuing operations		$	(9.3	)			(3.7	)%		$	(24.7	)			(15.1	)%

Net sales in the second quarter of 2010 increased $85.6 million, or 52.3%, versus the same period of 2009. Excluding the increase in sales due to the effect of changes in foreign currency translation of $9.9 million, net sales increased by 46.2% from the second quarter of 2009. Sales of compressors used in commercial refrigeration and aftermarket applications increased by $46.9 million, or 61.1%, when compared to the second quarter of 2009. For the commercial refrigeration and aftermarket business, volume increases were primarily driven by stronger economic conditions as well as higher shipments to customers as they too increased inventory balances to better reflect current sales levels. The dollar volume increase in sales of compressors used in household refrigeration and freezer (“R&F”) applications was $15.3 million, or 27.6%, versus the same period of 2009, primarily due to higher units sold. Volumes for R&F product were also substantially affected by the stronger global economic conditions, as consumer credit became available compared to 2009. Sales of compressors for air conditioning applications and all other applications also increased by $23.4 million, or 74.5%, primarily due to unusually hotter and more humid weather in our Brazilian market along with customers beginning to increase their inventory levels based upon their current forecasted demands. We also believe that sales volume increases across all product lines were the result of increased market share between quarters.

Gross profit increased by $27.0 million from $4.0 million, or 2.4%, in the second quarter of 2009 to $31.0 million, or 12.4%, in the second quarter of 2010. The increase in gross profit in the second quarter of 2010 included the effect of volume and sales mix increases of $17.8 million and $4.7 million, respectively, as compared to the same quarter of 2009, including the effect of higher sales on fixed costs. Changes in commodity costs of $0.2 million, productivity of $5.3 million, and other raw material purchases of $3.3 million, also had favorable impacts on gross profit as compared to the same quarter of 2009. In contrast, a change in currency of $1.5 million and lower pension and OPEB credits of $2.5 million in the current year reduced gross profit by $4.0 million. The effect of all other income and expense items included in gross profit was unfavorable to 2010 second quarter results by $0.3 million.

Selling and administrative (“S&A”) expenses decreased by $3.7 million from $33.3 million in the second quarter of 2009 to $29.6 million in the second quarter of 2010. As a percentage of net sales, S&A expenses were 11.9% in the second quarter of 2010 compared to 20.3% in the second quarter of 2009, primarily due to increased sales. Professional fees decreased by $2.3 million due to a reduction in professional fees outside the ordinary course of business incurred in the prior year. Payroll, benefits and other related employee expenses decreased by $1.4 million as a result of our continued restructuring efforts and termination of our previous CEO. All other selling and administrative expenses remained relatively flat for the quarter.

We recorded expense of $8.5 million in impairments, restructuring charges, and other items in the second quarter of 2010 compared to $1.1 million in the same period of 2009. In the second quarter of 2010, these expenses included $7.3 million in expenses related to settlement of a portion of our anti-trust litigation and $1.2 million for additional estimated environmental costs associated with remediation activities at our former Tecumseh, Michigan facility. For a more detailed discussion of these charges, refer to Notes 11 and 15 of the notes to the consolidated financial statements in Item 1 of this report.

Interest expense was $2.7 million in the second quarter of 2010 compared to $2.1 million in the same period of 2009. The majority of interest expense relates to our accounts receivable factoring programs at our Brazilian and Indian locations. The weighted average interest rate on discounted accounts receivable decreased from 9.7% for the quarter ended June 30, 2009 to 6.6% for the quarter ended June 30, 2010, on lower balances being discounted. This decrease in factoring was more than offset by an increase in foreign debt borrowings at a temporarily higher interest rate. The weighted average interest rate on debt at June 30, 2010 was 13.4% compared to 9.35% at June 30, 2009. The increase in debt interest rate is the result of a short term temporary bridge loan that was put in place in Brazil at an interest rate of 14.57% for 45 days until our new loan is finalized at an anticipated favorable rate of 4.25%. This new loan will be utilized in the future rather than factoring programs to take advantage of a lower interest rate. In addition, $0.6 million deferred financing costs originally incurred in connection with our credit agreement were expensed upon termination of our credit agreement in the second quarter of 2010, and a strengthening of the Brazilian Real of 12.3% over the second quarter of 2009 increased interest expense in the first half of 2010 compared to the first half of 2009.

Interest income and other income, net was $0.3 million in the second quarter of 2010 compared to $0.6 million in the second quarter of 2009, primarily reflecting lower interest rates and lower levels of cash and short-term investments held in 2010.

Our results of operations reflect a $0.2 million income tax benefit from continuing operations for the second quarter of 2010 and $7.2 million for the second quarter of 2009. For further discussion of the factors that affect our tax benefits and expenses, refer to Note 12, “Income Taxes,” of the Notes to the consolidated financial statements in Item 1 of this report.

Net loss from continuing operations for the quarter ended June 30, 2010 was $9.3 million, or $0.50 per share, as compared to $24.7 million, or $1.34 per share, in the same period of 2009. The change was primarily the result of volume increases in the current year, partially offset by the legal settlement of $7.2 million and environmental expenses of $1.2 million, and other factors as discussed above.

Six Months Ended June 30, 2010 vs. Six Months Ended June 30, 2009

A summary of our operating results as a percentage of net sales is shown below:

		Six Months Ended June 30,
(Dollars In Millions)		2010				%				2009*				%
Net sales		$	488.0				100.0	%		$	315.0				100.0	%
Cost of sales and operating expenses			428.3				87.8	%			301.5				95.7	%
Gross Profit			59.7				12.2	%			13.5				4.3	%
Selling and administrative expenses			58.1				11.9	%			65.7				20.9	%
Impairments, restructuring charges, and other items			48.5				9.9	%			7.0				2.2	%
Operating loss			(46.9	)			(9.6	)%			(59.2	)			(18.8	)%
Interest expense			5.6				1.1	%			5.0				1.6	%
Interest income and other, net			0.6				0.1	%			1.4				0.4	%
Loss from continuing operations before taxes			(51.9	)			(10.6	)%			(62.8	)			(20.0	)%
Tax benefit			1.9				0.4	%			13.7				4.4	%
Net loss from continuing operations		$	(50.0	)			(10.2	)%		$	(49.1	)			(15.6	)%

Net sales in the first two quarters of 2010 increased $173.0 million, or 54.9%, versus the same period of 2009. Excluding the increase in sales due to the effect of changes in foreign currency translation of $36.9 million, net sales increased by 43.2% from the first two quarters of 2009. Sales of compressors used in commercial refrigeration and aftermarket applications increased by $82.9 million, or 53.1%, when compared to the first half of 2009. For the commercial refrigeration and aftermarket business, volume increases were primarily driven by stronger economic conditions as well as higher shipments to customers as they too increased inventory balances to better reflect current sales levels. The dollar volume increase in sales of compressors used in household refrigeration and freezer (“R&F”) applications was $46.0 million, or 47.7%, versus the same period of 2009, primarily due to higher units sold. Volumes for R&F product were also substantially affected by the stronger global economic conditions, as consumer credit became available compared to 2009. Sales of compressors for air conditioning applications and all other applications also increased by $44.1 million, or 69.5%, primarily due to unusually hotter and more humid weather in our Brazilian market along with customers beginning to increase their inventory levels based upon their current forecasted demands. We also believe that sales volume increases across all product lines were the result of increased market share.

Gross profit increased by $46.2 million from $13.5 million, or 4.3%, in the first two quarters of 2009 to $59.7 million, or 12.2%, in the first two quarters of 2010. The increase in gross profit in the first two quarters of 2010 included the effect of volume and sales mix increases of $27.0 million and $2.9 million, respectively, as compared to the same period of 2009, including the effect of higher sales on fixed costs. Changes in commodity costs of $5.3 million, productivity of $11.7 million, other raw material purchases of $3.8 million, and currency of $3.9 million, also had favorable impacts on gross profit as compared to the same period of 2009. In contrast, items that were favorable to the first half of 2009 results did not recur in the first half of 2010. These include a favorable change in estimate for warranty claims of $2.3 million and a favorable litigation settlement of $1.0 million. We also recorded $3.6 million lower pension and OPEB credits in the first half of 2010. The effect of all other income and expense items included in gross profit was unfavorable to 2010 results by $1.5 million.

Selling and administrative (“S&A”) expenses decreased by $7.6 million from $65.7 million in the first two quarters of 2009 to $58.1 million in the first two quarters of 2010. As a percentage of net sales, S&A expenses were 11.9% in the first two quarters of 2010 compared to 20.9% in the first two quarters of 2009, primarily due to increased sales. Professional fees decreased by $5.3 million due to a reduction in professional fees outside the ordinary course of business incurred in the prior year. Payroll, benefits and other related employee expenses decreased by $4.2 million as a result of our continued restructuring efforts and termination of our previous CEO. All other selling and administrative expenses increased in the aggregate by $1.9 million

We recorded expense of $48.5 million in impairments, restructuring charges, and other items in the first two quarters of 2010 compared to $7.0 million in the same period of 2009. In the first two quarters of 2010, these expenses included $40.1 million in expenses related to the reversion of our hourly pension plan, primarily settlement losses, increased benefits costs and excise tax on the proceeds from the reversion, $7.3 million in expenses related to settlement of a portion of our anti-trust litigation and $1.2 million for additional estimated environmental costs associated with remediation activities at our former Tecumseh, Michigan facility. For a more detailed discussion of these charges, refer to Note 11 and 15 of the notes to the consolidated financial statements in Item 1 of this report.

Interest expense was $5.6 million in the first two quarters of 2010 compared to $5.0 million in the first two quarters of 2009. The majority of interest expense relates to our accounts receivable factoring programs at our Brazilian and Indian locations. The weighted average interest rate on discounted accounts receivable decreased from 10.6% for the six months ended June 30, 2009 to 7.4% for the six months ended June 30, 2010, on lower balances being discounted. This decrease in factoring was more than offset by an increase in foreign debt borrowings at a temporarily higher interest rate. The weighted average interest rate on debt at June 30, 2010 was 12.0% compared to 9.35% at June 30, 2009. The increase in debt interest rate is the result of a short term temporary bridge loan that was put in place in Brazil at an interest rate of 14.57% for 45 days until our new loan is finalized at an anticipated favorable rate of 4.25%. This new loan will be utilized in the future rather than factoring programs to take advantage of a lower interest rate. In addition, amortization of $0.6 million deferred financing costs originally incurred in connection with our credit agreement were expensed upon termination of our credit agreement in the second quarter of 2010 as well as a strengthening of the Brazilian Real of 17.5% over the first half of 2009, both of which increased interest expense in the first half of 2010 compared to the first half of 2009 Interest income and other income, net was $0.6 million in the first two quarters of 2010 compared to $1.4 million in the first two quarters of 2009, primarily reflecting lower interest rates, partially offset by the higher levels of cash and short-term investments held in 2010.

Our results of operations reflect a $1.9 million income tax benefit from continuing operations for the six months ended June 30, 2010 and $13.7 million for the six months ended June 30, 2009. For further discussion of the factors that affect our tax benefits and expenses, refer to Note 12, “Income Taxes,” of the Notes to the consolidated financial statements in Item 1 of this report.

Net loss from continuing operations for the six months ended June 30, 2010 was $50.0 million, or $2.71 per share, as compared to $49.1 million, or $2.66 per share, for the six months ended June 30, 2009. The change was primarily the result of volume increases in the current year, more than offset by the hourly pension plan reversion and the excise taxes on the proceeds from the reversion of $40.1 million, the legal settlement of $7.2 million and environmental expenses of $1.2 million, and other factors as discussed above.

LIQUIDITY AND CAPITAL RESOURCES

Our primary liquidity needs are to fund capital expenditures, service indebtedness, support working capital requirements, and, when needed, fund operating losses. In general, our principal sources of liquidity are cash and cash equivalents on hand, cash flows from operating activities, when available, borrowings under available foreign credit facilities and non-operating cash inflows.

A substantial portion of our operating income is generated by foreign operations. In those circumstances, we are dependent on the earnings and cash flows of and the combination of dividends, distributions and advances from our foreign operations to provide the funds necessary to meet our obligations in each of our legal jurisdictions. While there are no significant restrictions on the ability of our subsidiaries to pay dividends or make other distributions, we are focusing on our global treasury strategy to allow us to transfer cash seamlessly around the world in a cost efficient manner. We expect to implement our new strategy in the fourth quarter of 2010.

Cash Flow

In the first two quarters of 2010, cash used in operations amounted to $34.0 million as compared to $24.1 million of cash used in operations in the first two quarters of 2009. A significant element of the change in cash in the first two quarters was the net proceeds of $43.6 million (after payment of excise tax) realized from the reversion of our hourly pension plan. A significant use of cash was for increased working capital and our net loss of $47.0 million less the non-cash impacts of the settlement charges of the hourly pension plan reversion of $29.2 million, depreciation and amortization of $19.8 million, write off of debt issuance costs of $1.1 million, investment impairment of $0.4 million and share-based compensation of $0.9 million, partially offset by a deferred tax benefit of $7.8 million, and the curtailment of our post retirement benefits of $7.0 million.

With respect to working capital, higher inventory levels were required during the quarter due to our increased sales volumes which resulted in a use of cash of $26.9 million during the two quarters. As a result of our continued focus to reduce inventory levels, we reduced days inventory on hand by two days compared to December 31, 2009.

Increased accounts receivable was a use of cash of $85.1 million during the quarter primarily as a result of our increased sales volume over the prior year, lower sales toward the end of the fourth quarter of 2009 compared to the second quarter of 2010, and an increase in days sales outstanding of fourteen days compared to December 31, 2009. The increase in day sales is due in part to our cash management strategy of reducing our accounts receivable discounting programs in our Brazilian operations and instead using government sponsored credit lines, which have a lower interest rate.

Payables and accrued expenses increased by $46.6 million mainly as a result of increased purchases of inventories due to increased sales volumes and an increase in payable days outstanding of three days compared to December 31, 2009.

Recoverable income taxes were a net use of cash of $15.7 million primarily for additional receivables recorded for non-income taxes in foreign jurisdictions.

Employee retirement benefits was a use of cash of $3.5 million for year to date contributions and activity relating to our retiree medical plans.

Cash used by investing activities was $6.7 million in the first two quarters of 2010 as compared to cash used in investing activities of $17.8 million for the same period of 2009. The 2010 use of cash in investing activities is primarily related to an increase in restricted cash funds of $8.9 million to secure obligations as a result of terminating our U.S. line of credit, partially offset by $1.1 million of cash that became available to fund our 401(k) matching contributions. In addition, capital expenditures of $3.1 million were incurred in the first half of the year. We also received $4.1 million upon maturity of a long term investment. Cash used in investing activities in 2009 was primarily due to $13.1 million of working capital settlement made to the purchaser of our former Engine & Powertrain business, $5.2 million of capital expenditures and a $0.1 million change in long term investments, partially offset by $0.6 million of formerly restricted cash that became available to fund our 401(k) matching contributions.

Cash provided by financing activities was $29.8 million in the first half of 2010 compared to $2.3 million for the same period of 2009. The increase in borrowings in the first two quarters of 2010 compared to the first two quarters of 2009 is mainly due to our cash management strategy of reducing our accounts receivable discounting programs in our Brazilian operations and instead using government sponsored credit lines, which have a lower interest rate.

Liquidity Sources

Credit Facilities and Cash on Hand

In addition to cash on hand, cash provided by operating activities and non-operating cash inflows when available, we use foreign bank debt and other foreign credit facilities such as accounts receivable discounting programs to fund our capital expenditures and working capital requirements and, when necessary, to address operating losses. For the three and six months ended June 30, 2010 and the full year ended December 31, 2009, our average outstanding debt balance was $45.6 million, $36.4 million and $34.8 million, respectively. The weighted average interest rate was 13.4% and 12.0% for the three and six months ended June 30, 2010 and 8.9% for the year ended December 31, 2009.

As of June 30, 2010, our cash and cash equivalents on hand was $74.8 million. Our borrowings under current credit facilities at foreign subsidiaries totaled $59.2 million at June 30, 2010, with no commitments for additional borrowings. Any cash we hold that is not utilized for day-to-day working capital requirements is primarily invested in secure, institutional money market funds, the majority of which are with JPMorgan Chase Bank, N.A. Money market funds are strictly regulated by the U.S. Securities and Exchange Commission and operate under tight requirements for the liquidity, creditworthiness, and diversification of their assets.

Potential Non-Operating Cash Inflows

We expect to receive refunds of outstanding refundable Brazilian non-income taxes. Due to the recent volatility in the exchange rate between the U.S. dollar and the Brazilian Real, the actual amounts received as expressed in U.S. dollars will vary depending on the exchange rate at the time of receipt or future reporting date. Currently, based on the historical payment pattern of the Brazilian tax authorities, and based on the U.S. dollar to Real exchange rate as of June 30, 2010, we expect to recover approximately $36.5 million of the $74.5 million outstanding refundable taxes in Brazil before the end of 2010. The Brazilian tax authorities will not commit to an actual date of payment and the timing of receipt may be different than planned if the Brazilian authorities change their pattern of payment.

In the third quarter of 2009, we filed amended United States income tax returns, which we will expect will yield an additional tax refund of $1.4 million, however timing of receipt is uncertain.

Accounts Receivable Sales

Our Brazilian and Indian subsidiaries periodically factor their accounts receivable with financial institutions. Such receivables are factored both without and with limited recourse to us and are excluded from accounts receivable in our consolidated balance sheets. The amount of factored receivables, including both with limited and without recourse amounts, was $37.4 million and $43.3 million at June 30, 2010 and December 31, 2009, respectively. The amount of factored receivables sold with limited recourse, which results in a contingent liability to us, was $20.0 million and $21.2 million as of June 30, 2010 and December 31, 2009, respectively.

Adequacy of Liquidity Sources

In the near term, and in particular over the next twelve months, we expect that our liquidity sources described above will be sufficient to meet our liquidity requirements, including debt service, capital expenditure and working capital requirements, and, when needed, cash to fund operating losses. As of June 30, 2010, we had $59.2 million in debt, of which $3.0 million was long term in nature, and $74.8 million in cash and cash equivalents. We do not expect any material difference from cash availability and cash outflows previously described in our Annual Report on Form 10-K for the year ended December 31, 2009. We expect that working capital will require $50.0-$55.0 million of cash flows in 2010, primarily as a result of our decreased factoring of accounts receivables in Brazil and increased inventories due to higher sales.

OFF-BALANCE SHEET ARRANGEMENTS

We do not believe we have any off-balance sheet arrangements that have, or are reasonably likely to have, a material effect on us. However, discounted receivables sold with limited recourse were $20.0 million at June 30, 2010 and $21.2 million at December 31, 2009.

CONTRACTUAL OBLIGATIONS

As of June 30, 2010, there have been no material changes outside the ordinary course of business in the contractual obligations disclosed in our Annual Report on Form 10-K for the year ended December 31, 2009 under the caption “Contractual Obligations”.

SIGNIFICANT ACCOUNTING POLICIES AND CRITICAL ACCOUNTING ESTIMATES

For a discussion of our significant accounting policies and critical accounting estimates, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Significant Accounting Policies and Critical Accounting Estimates,” and Note 1, “Accounting Policies,” to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2009.

There have been no significant changes to our significant accounting policies or critical accounting estimates during the first half of 2010.

OUTLOOK

Information in this “Outlook” section should be read in conjunction with the cautionary statements and discussion of risk factors included elsewhere in this report and in our Annual Report on Form 10-K for the year ended December 31, 2009 and in conjunction with the “Outlook” section in our Annual Report on Form 10-K for the year ended December 31, 2009.

Expected results remain subject to many of the same variables that we have experienced in recent years, and which can have significant impacts. The condition of the global economy, commodity costs, key currency rates and weather are all important to future performance, as is our ability to match our hedging activity to actual levels of transactions. The extent to which adverse trends in 2009 continue will ultimately determine our 2010 results.

While sales improved in the first half of 2010 compared to 2009, we cannot currently project whether market conditions will improve on a sustained or significant basis. Based on results in the first half of 2010, we currently expect that 2010 sales volumes will increase greater than 10% as compared to 2009 levels with a target of 15%. If the economic improvement in our key markets does not occur as anticipated, this could have a further adverse effect on our current outlook.

We expect 2010 profitability to be reduced from historical levels due to lower than historical sales volumes. However, due to cost cutting activities that occurred last year and improved sales volumes that occurred in the first half of 2010, we expect 2010 results to improve over 2009 results.

The prices of key commodities, including copper, increased significantly during 2009 and the price of steel has continued to increase at historically unfavorable levels in the first half of 2010; See “Executive Summary — Copper and Steel”. We expect the full year average cost of our purchased materials in 2010, including the impact of our hedging activities, to exceed that of the prior year, depending on commodity cost levels and the level of our hedging over the course of the year. We expect to continue our approach of mitigating the effect of short term swings through the appropriate use of hedging instruments. Our current hedging position will limit the benefits to us of favorable commodity and currency fluctuations in 2010. As of June 30, 2010, approximately 52% of our estimated copper requirements for 2010 are covered by hedging instruments.

The Brazilian Real, the Euro and the Indian Rupee continue significant volatility against the U.S. dollar. We have considerable forward purchase contracts to cover a portion of our exposure to additional fluctuations in value during the year. In the aggregate, we expect the changes in foreign currency exchange rates, after giving consideration to our contracts and including the impact of balance sheet re-measurement, to have an unfavorable financial impact totaling approximately $3.0 to $5.0 million in 2010 when compared to 2009.

Our plans for 2010 may include additional cost reduction activities including further employee headcount reductions, consolidation of productive capacity and rationalization of product platforms and revised sourcing plans. Ultimately, any additional restructuring actions taken will be based upon our assessment of ongoing economic activity at the time and any such additional actions, if warranted, could result in further restructuring and/or asset impairment charges in the foreseeable future, and, accordingly, could have a significant effect on our consolidated financial position and future operating results.

After giving recognition to these factors, we believe that results in the full year 2010 will be improved compared to 2009 as a result of the cost reduction actions that have been implemented over the past 21 months. However, these results are highly dependent on the general health of the global economy and whether we have seen the bottom of the recession, as we suspect, as well as the stability in currency and commodity prices.

Item 3.		Quantitative and Qualitative Disclosures About Market Risk.

We are exposed to market risk during the normal course of business from credit risk associated with cash investments and accounts receivable and from changes in interest rates, commodity prices and foreign currency exchange rates. The exposure to these risks is managed through a combination of normal operating and financing activities, which include the use of derivative financial instruments in the form of foreign currency forward exchange contracts, commodity forward purchasing contracts and commodity futures contracts. Commodity prices and foreign currency exchange rates can be volatile, and our risk management activities do not totally eliminate these risks. Consequently, these fluctuations can have a significant effect on results.

Credit Risk — Financial instruments which potentially subject us to concentrations of credit risk are primarily cash investments, both restricted and unrestricted, and accounts receivable. There have been no material changes in these market risks from those described in our Annual Report on Form 10-K for the year ended December 31, 2009, in Part II, Item 7A under the caption “Credit Risk.”

A portion of accounts receivable of our Brazilian and Indian subsidiaries are sold with limited recourse at a discount. Our Brazilian operations also discount certain receivables without recourse. Discounted receivables sold in these subsidiaries, including both with and without recourse amounts, were $37.4 million and $43.3 million, at June 30, 2010 and December 31, 2009, respectively, and the weighted average discount rate was 6.6% and 7.4% for the three and six months ended June 30, 2010 and 11.6% in 2009. Discounted receivables sold with limited recourse comprised $20.0 million and $21.2 million of this amount at June 30, 2010 and December 31, 2009, respectively. We maintain an allowance for losses based upon the expected collectability of all accounts receivable, including receivables sold.

Interest Rate Risk — We are subject to interest rate risk, primarily associated with our borrowings and our investments of excess cash. Based on our debt balances at June 30, 2010, a 1% increase in interest rates would increase interest expense for the year by approximately $0.6 million and a 1% decrease in interest rates would have an immaterial effect on investments.

Commodity Price Risk — Our exposure to commodity cost risk is related primarily to the price of copper and steel, as these are major components of our product cost. The rapid increase of steel prices has a particularly negative impact, as there is currently no well-established market for hedging against increases in the cost of steel. We use commodity forward purchasing contracts as well as commodity futures to help control the cost of other traded commodities, primarily copper. Commodity forward contracts at our divisions and subsidiaries are essentially purchase contracts designed to fix the price of the commodities during the operating cycle. Our practice with regard to forward contracts has been to accept delivery of the commodities and consume them in manufacturing activities. At June 30, 2010 and December 31, 2009, we held a total notional value of $0.8 million and $4.3 million, respectively, in commodity forward purchasing contracts. These contracts were not recorded on the balance sheet as they did not require an initial cash outlay and do not represent a liability until delivery of the commodities is accepted.

We also use commodity futures contracts to provide us with greater flexibility in managing the substantial volatility in copper pricing. These futures are designated as cash flow hedges against the price of copper, and are accounted for as hedges on our balance sheet. As of June 30, 2010, we have executed forward purchase contracts and futures contracts to cover approximately 52% of our anticipated copper requirements for 2010.

Based on our current level of activity, and before consideration for commodity forward purchases and futures contracts, an increase in the price of copper of 10%, or $650 per metric tonne, from prices at June 30, 2010 would adversely affect our annual operating profit by $6.6 million. Conversely, based on our current level of commodity forward purchase contracts and commodity futures contracts, a decrease in the price of copper of 10%, or $650 per metric tonne, would result in losses under these contracts that would adversely impact our operating results by $4.7 million.

Foreign Currency Exchange Risk — Our results of operations are substantially affected by several types of foreign exchange risk. One type is balance sheet re-measurement risk, which results when assets and liabilities are denominated in currencies other than the functional currencies of the respective operations. This risk applies to all our foreign locations but is greater for our Brazilian operation, which denominates certain of its receivables in U.S. dollars. The periodic re-measurement of these assets and liabilities is recognized in the consolidated statements of operations Based upon our current level of activity, and before consideration of all other hedging instruments and translation effect, a strengthening in the average rate of the Real of 0.10 per U.S. dollar would result in a re-measurement loss that would adversely impact our operating results by less than $4.0 million.

Another significant foreign currency exchange risk for our business is transaction risk, which occurs when our foreign entities transact sales in currencies other than their functional currency and the foreign currency exchange rate changes between the date that a transaction is expected and when it is executed, such as collection of sales or purchase of goods. Since our primary risk stems from sales transacted in Brazil that have the resulting receivable denominated in U.S. dollars, this risk affects our business adversely when the Real strengthens against the dollar, which until recently has been the case for the last several years.

We have developed strategies to mitigate or partially offset these impacts, primarily hedging against transactional exposure where the risk of loss is greatest. This involves entering into short-term forward exchange contracts to sell or purchase foreign currencies at specified rates based on estimated foreign currency cash flows. In particular, we have entered into foreign currency forward purchases to hedge the Brazilian export sales, some of which are denominated in U.S. dollars and some in Euros. To a lesser extent, we have also entered into foreign currency forward purchases to mitigate the effect of fluctuations in the Euro and the Indian Rupee, for sales transacted in Europe and India in currencies other than the functional currency of the respective locations. However, these hedging programs only reduce exposure to currency movements over the limited time frame of three to eighteen months. Additionally, if the currencies weaken against the dollar, any hedge contracts that have been entered into at higher rates result in losses to our consolidated statements of operations when they are settled. From January 1 to June 30, 2010, the Real weakened against the dollar by 3.5%, the Rupee remained relatively flat, and the Euro weakened by 17.1%.

A third type of foreign currency exchange exposure affects operations whose assets and liabilities are denominated in currencies other than U.S. dollars. On a normal basis, we do not attempt to hedge the foreign currency translation fluctuations in the net investments in our foreign subsidiaries

At June 30, 2010 and December 31, 2009, we held foreign currency forward contracts with a total notional value of $92.2 million and $59.9 million, respectively. Our risk is a particularly concentrated exposure to the Brazilian Real. Based on our current level of activity, and including any mitigation as the result of hedging activities, we believe that a strengthening in the value of the Real of 0.10 per U.S. dollar would negatively impact our operating profit by approximately $4.0 million on an annual basis. However, based on our current foreign currency forward contracts, a weakening in the value of the Real of $0.10 per U.S. dollar would result in losses under such foreign currency forward contracts that would adversely impact our operating results by $0.2 million.

Item 4.		Controls and Procedures.

Our management has evaluated, with the participation of our principal executive and principal financial officers, the effectiveness of our disclosure controls and procedures as of June 30, 2010 and any change in our internal control over financial reporting that occurred during our second quarter ended June 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting, Based on their evaluation, our principal executive and principal financial officers have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of June 30, 2010.

Disclosure controls and procedures are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Internal control over financial reporting is a process designed by, or under the supervision of, our principal executive and principal financial officers, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: 1) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions and dispositions of assets, 2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and 3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisitions, use or disposition of our assets that could have a material effect on the financial statements.

Changes In Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting identified in connection with such evaluation described above that occurred during our second quarter ended June 30, 2010 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Limitations On The Effectiveness Of Controls And Procedures

Management, including our principal executive and principal financial officers, does not expect that our disclosure controls and procedures or internal control over financial reporting will detect or prevent all error and all fraud. A control system, no matter how well designed and implemented, can provide only reasonable, not absolute, assurance that the control system’s objective will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues within a company are detected.

In addition, projection of any evaluation of the effectiveness of internal control over financial reporting to future periods is subject to the risk that controls may become inadequate because of changes in condition, or that the degree of compliance with policies and procedures included in such controls may deteriorate.

PART II. OTHER INFORMATION

Item 1.		Legal Proceedings

Kahn shareholder lawsuit

On December 10, 2008 a shareholder class action lawsuit was filed in Lenawee County, Michigan Circuit Court by Alan Kahn against five of Tecumseh’s former directors, alleging a breach of fiduciary duty by the defendant directors and seeking injunctive relief and damages for our proposed recapitalization plan. With the plaintiff’s consent, on November 5, 2009, the court dismissed the complaint but retained jurisdiction to decide a subsequently filed application seeking reimbursement of attorney fees and costs. On March 25, 2010, plaintiff filed a fee application seeking reimbursement of $155,000 in fees and expenses allegedly incurred in this matter. On April 26, 2010, in a ruling from the bench, the Court denied the plaintiffs’ request for attorney’s fees in its entirety. Plaintiffs had 21 days from the date of the Order denying their fee application to file an appeal as of right. As of June 30, 2010, no appeal has been filed and as a result, this matter has been resolved with no impact on our financial position, results of operations or cash flows.

Canadian Horsepower label litigation

For a description of the Canadian Horsepower label litigation, see “Litigation — Canadian Horsepower label litigation in Note 15 of the Notes to Financial Statements in Part I, Item I of this report.

U.S. Horsepower label litigation

For a description of the U.S. Horsepower label litigation, see “Litigation — U.S. Horsepower label litigation” in Note 15 of the Notes to Financial Statements in Part I, Item I of this report.

Compressor industry antitrust investigation

For a description of the Compressor industry antitrust investigation and litigation, including a settlement with some plaintiffs of one of the putative class actions, see “Litigation — Compressor industry antitrust investigation” in Note 15 of the Notes to Financial Statements in Part I, Item I of this report.

Platinum

For a description of the Platinum litigation, see “Litigation — Platinum” in Note 15 of the Notes to Financial Statements in Part I, Item I of this report.

Other litigation

We are also the subject of, or a party to, a number of other pending or threatened legal actions involving a variety of matters, including class actions, incidental to our business. Although their ultimate outcome cannot be predicted with certainty, settlements may be pursued in some cases and some may be disposed of unfavorably to us, management does not believe that the disposition of these other matters will have a material adverse effect on our consolidated financial position, cash flows or results of operations.

These proceedings were also described in Part II, Item 1 of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.

Item 6.		Exhibits

Exhibit
Number				Description
	4.1			Letter Agreement, dated June 24, 2010, between Tecumseh Products Company and JPMorgan Chase Bank, N.A. terminating Credit Agreement, incorporated by reference to Exhibit 99.1 to the company’s Current Report on Form 8-K, dated June 24, 2010 and filed June 28, 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 Principal 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 Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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, thereunto duly authorized.

EXHIBIT INDEX

Exhibit
Number				Description
	4.1			Letter Agreement, dated June 24, 2010, between Tecumseh Products Company and JPMorgan Chase Bank, N.A. terminating Credit Agreement, incorporated by reference to Exhibit 99.1 to the company’s Current Report on Form 8-K, dated June 24, 2010 and filed June 28, 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 Principal 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 Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.