##### Table of Contents





UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
  FORM 10-K
  (Mark One)x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF
    1934For the fiscal year ended December 31, 2008ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT
    OF 1934For the transition period
    from          to          .   Commission file number 1-13894
 PROLIANCE INTERNATIONAL,
    INC.
 (Exact name of Registrant as
    specified in its charter)
  Delaware

34-1807383(State or other jurisdiction
    of incorporation or organization)

(IRS Employer
    Identification No.)   100 Gando
    Drive, New Haven, Connecticut 06513 (Address
    of principal executive offices, including zip code)
  (203) 401-6450
 (Registrants telephone
    number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
  Title of each class

Name of each exchange on which registeredCommon Stock, $.01 Par Value

NYSE Amex (formerly American Stock Exchange)   Securities registered pursuant to Section 12(g) of the
    Act:
   o x
  o x
  x o
  Regulation S-K Form 10-K Form 10-K. x
  Rule 12b-2
  o o o x
  Rule 12b-2 o x
      Documents
    Incorporated by Reference




---



##### 





PROLIANCE
    INTERNATIONAL, INC.
    INDEX TO ANNUAL REPORT ON
    FORM 10-K
    YEAR ENDED DECEMBER 31, 2008
   
 PagePART IItem 1.


Business


1Item 1A.


Risk Factors


9Item 1B.


Unresolved Staff Comments


13Item 2.


Properties


14Item 3.


Legal Proceedings


14Item 4.


Submission of Matters to a Vote of Security
    Holders


15PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


16Item 6.


Selected Financial Data


17Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


18Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


42Item 8.


Financial Statements and Supplementary Data


44Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


85Item 9A(T).


Controls and Procedures


85Item 9B.


Other Information


86PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


86Item 11.


Executive Compensation


86Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


86Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


87Item 14.


Principal Accountant Fees and Services


87PART IVItem 15.


Exhibits and Financial Statement Schedules


87Signatures


91EX-21.1: SUBSIDIARIES OF THE COMPANYEX-23.1: CONSENT OF BDO SEIDMAN, LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATION   ii




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##### Table of Contents



PART I  Item 1.
    Business    Origins
    of the Business
            Operating
    Structure
   1




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##### Table of Contents



Markets
      Principal
    Products and Services
      2008


2007


2006(in thousands)Automotive and light truck aftermarket heat exchange products

$
215,644


$
257,358


$
264,703Automotive and light truck aftermarket temperature control
    products


38,291



46,796



63,832Heavy duty aftermarket heat exchange products


96,132



89,788



87,560Trade sales

$
350,067


$
393,942


$
416,095     Automotive
    and Light Truck Aftermarket Heat Exchange Products
      Complete Radiators. ® ®
 2




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##### Table of Contents



® ® tm
  Complete Heaters . ®
  Automotive
    and Light Truck Aftermarket Temperature Control
    Products
  ® ® tm
  Air Conditioning Compressors.
  Air Conditioning Condensers.
  Air Conditioning Accumulators/Driers.
  Air Conditioning Evaporators.
  Air Conditioning Parts and Supplies.
 3




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Heavy
    Duty Aftermarket Heat Exchange Products
    Complete Radiators. ® ® ® ®
  Radiator Cores.
  Charge Air Coolers. ®
  Marine Products.
  Financial
    Information About Industry Segments, Export Sales and Domestic
    and Foreign Operations
    Customers
   4




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Sales and
    Marketing
          Competition
   5




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Intellectual
    Property
    Manufacturing
        Raw
    Materials and Suppliers
   6




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Backlog
    Seasonality
          Research
    and Development
   7




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Employees
    Environmental
    Matters
        Available
    Information
  www.pliii.com
 8




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##### Table of Contents



Item 1A.
    Risk
    Factors  Forms 8-K 10-Q,
  The
    Company faces short-term liquidity risks.
     9




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and/or
    Our
    business is impacted by customer concentration.
   10




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We are
    facing ongoing competitive pricing pressure.
    We
    operate in a mature and highly competitive
    industry.
      We are
    subject to risks related to future liquidity.
   11




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We are
    subject to market risks regarding raw materials.
    Our
    business is dependent on overall economic factors beyond our
    control.
    We are
    subject to risks relating to outsourcing.
  back-up
  We are
    subject to interest rate and foreign currency
    risks.
     12




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Our
    business could be subject to environmental
    liabilities.
    We
    could be subject to material legal proceedings.
    Changes in laws and regulations that affect the governance
    of public companies have increased our operating expenses and
    will continue to do so.
    Item 1B.
    Unresolved
    Staff Comments   13




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Item 2.
    Properties    ApproximateSquare


Owned/



LeaseLocation

Footage


Leased

Product Line and Use

ExpirationSouthaven, Mississippi


390,000


Leased

Distribution and warehouse of heat exchange products

2013Mill, The Netherlands


274,400


Owned

Office and manufacturing, distribution and warehouse of heat
    exchange products

Nuevo Laredo, Mexico


180,300


Leased

Manufacturing of heat exchange products

2012Arlington, Texas


174,700


Leased

Warehouse and distribution of air conditioning parts and heavy
    duty heat exchange products

2012Mexico City, Mexico


129,100


Owned

Office and manufacturing, distribution and warehouse of heat
    exchange products

Dallas, Texas


77,900


Leased

Manufacturing of heavy duty heat exchange products and
    distribution and warehouse of heat exchange

2012Granada, Spain


67,000


Leased

Manufacturing, distribution and warehouse for heat exchange
    products

2015Laredo, Texas


60,000


Owned

Warehouse of heat exchange products and manufacturing of
    components for radiators

Laredo. Texas


50,800


Leased

Warehouse of raw material used in the manufacturing of heat
    exchange products

2011New Haven, Connecticut


44,000


Leased

Corporate headquarters and test facility

2009     Item 3.
    Legal
    Proceedings   14




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Item 4.
    Submission
    of Matters to a Vote of Security Holders    Executive Officers of the Registrant:
  Served as

Position or Office with the Company & BusinessName

Age

Officer Since

Experience During Past
    Five-Year PeriodCharles E. Johnson


63


March 2001

President, Chief Executive Officer and Director of Proliance
    International, Inc., since 2001; Chief Executive Officer and
    Director of Canadian General-Tower, Ltd., 1997 through 2001 and,
    from 1996 President and Director; President and Chief Operating
    Officer of Equion Corporation, 1993 through 1996.Arlen F. Henock


52


June 2007

Executive Vice President and Chief Financial Officer of
    Proliance International, Inc. since June 2007; previously,
    President of Pitney Bowes Legal Solutions from 2005 to June
    2007; Vice President of Finance of Pitney Bowes Global
    Enterprise Solutions from 2003 to 2005; and various executive
    positions with Pitney Bowes Inc. from 1980 to 2003.Jeffrey L. Jackson


61


August 1995

Vice President, Human Resources and Assistant Secretary of
    Proliance International, Inc. since July 2001; Vice
    President, Human Resources of Proliance International, Inc.,
    1995 to July 2001.Chester L. Latin


59


October 2006

Vice President and Corporate Controller of Proliance
    International, Inc. since October 2006; formerly Director of
    Financial Controls of Proliance International, Inc., December
    2004 to October 2006; Principal of C.L. Latin Consulting, a
    business planning and management consulting firm, from 2000 to
    2004; Senior Vice President and Chief Financial Officer of
    FamilyMeds, Inc. from 1998 to 2000; previously a partner at
    Coopers & Lybrand.William J. Long III


55


August 2006

Executive Vice President of Proliance International, Inc. since
    August 2006; previously, Vice President of Marketing of
    Proliance International, Inc. from October 2005 to August 2006;
    Vice President of Marketing for the Indy Racing League from 2002
    to 2005; various executive positions at Dana Corporation and
    Echlin, Inc. (which was acquired by Dana Corporation) from
    1975-2002.Richard A. Wisot


63


June 2001

Vice President, Treasurer and Secretary of Proliance
    International, Inc. since 2001; also served as Chief Financial
    Officer of Proliance International, Inc., 2001 through June
    2007; Vice President, Treasurer and Chief Financial Officer of
    Ecoair Corp., 1997 through 2001; Vice President, Controller,
    Chief Accounting Officer of Echlin Inc., 1990 through 1996.    15




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##### Table of Contents



PART II Item 5.  Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    Year Ended December 31, 20081st

    Quarter


2nd

    Quarter


3rd

    Quarter


4th

    QuarterMarket price of common stock:High

$
3.05


$
1.85


$
1.32


$
0.80Low

$
1.67


$
0.89


$
0.55


$
0.07   Year Ended December 31, 20071st

    Quarter


2nd

    Quarter


3rd

    Quarter


4th

    QuarterMarket price of common stock:High

$
5.08


$
3.85


$
3.27


$
3.25Low

$
3.75


$
2.27


$
1.91


$
1.75    16




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##### Table of Contents



Item 6.
    Selected
    Financial Data  Item 7-Managements Item 8-Financial
  Year Ended December 31,2008


2007


2006


2005


2004(in thousands, except per share data)Statement of operations data:Net sales

$
350,067


$
393,942


$
416,095


$
296,838


$
218,433Gross
    margin(1)


65,396



82,979



91,833



49,408



43,858Restructuring charges


172



4,117



3,129



3,854



Loss from continuing operations


(4,062
)


(16,804
)


(18,055
)


(27,731
)


(349
)Income from discontinued operation, net of tax














848



5,527Gain on sale of discontinued operation, net of tax














3,899



Extraordinary item  negative goodwill














13,053



Net (loss) income

$
(4,062
)

$
(16,804
)

$
(18,055
)

$
(9,931
)

$
5,178Basic (loss) income per common share:Continuing operations

$
(0.27
)

$
(1.18
)

$
(1.19
)

$
(2.59
)

$
(0.06
)Discontinued operation














0.08



0.78Gain on sale of discontinued operation














0.36



Extraordinary item  negative goodwill














1.22



Net (loss) income

$
(0.27
)

$
(1.18
)

$
(1.19
)

$
(0.93
)

$
0.72Diluted (loss) income per common
    share(2):Continuing operations

$
(0.27
)

$
(1.18
)

$
(1.19
)

$
(2.59
)

$
(0.06
)Discontinued operation














0.08



0.78Gain on sale of discontinued operation














0.36



Extraordinary item  negative goodwill














1.22



Net (loss) income

$
(0.27
)

$
(1.18
)

$
(1.19
)

$
(0.93
)

$
0.72Balance sheet
    data(3):Working
    capital(4)(5)

$
21,939


$
34,727


$
47,740


$
68,504


$
25,358Total assets

$
187,205


$
208,893


$
224,362


$
217,339


$
149,859Total debt

$
44,837


$
67,453


$
55,202


$
41,933


$
44,024Stockholders equity

$
42,189


$
63,026


$
74,473


$
87,249


$
46,835     (1)
    
    Gross margin includes
    $0.4 million of restructuring charges in 2005.(2)
    
    For the years ended
    December 31, 2008, 2007, 2006, 2005 and 2004, the weighted
    average number of shares of common stock outstanding used for
    basic earnings per share was also used in computing diluted
    earnings per share due to the anti-dilutive impact of common
    share equivalents on the loss per common share from continuing
    operations.(3)
    
    As of the end of each period.(4)
    
    Working capital represents the
    excess of current assets over current liabilities.(5)
    
    The outstanding term loan at
    December 31, 2008 and 2007 in the amounts of
    $33.4 million and $49.6 million, respectively, was
    classified as short-term debt (see Note 7). 17




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Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Introduction
             18




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Results
    of Operations
  Comparison
    of Year Ended December 31, 2008 to 2007
    Years Ended December 31,2008


2007%





%


Increase (Decrease)Amount


of Net Sales


Amount


of Net Sales


Amount


Percent(in thousands of dollars)Net sales

$
350,067



100.0
%

$
393,942



100.0
%

$
(43,875
)


(11.1
)%Cost of sales


284,671



81.3



310,963



78.9



(26,292
)


(8.5
)Gross margin


65,396



18.7



82,979



21.1



(17,583
)


(21.2
)Selling, general and administrative expenses


48,611



13.9



76,031



19.3



(27,420
)


(36.1
)Arbitration earn-out decision










3,174



0.8



(3,174
)


(100.0
)Restructuring charges


172



0.1



4,117



1.1



(3,945
)


(95.8
)Operating income (loss)


16,613



4.7



(343
)


(0.1
)


16,956



NmInterest expense


15,764



4.5



13,838



3.5



1,926



13.9Debt extinguishment costs


2,829



0.8



891



0.2



1,938



217.5Loss before income taxes


(1,980
)


(0.6
)


(15,072
)


(3.8
)


13,092



86.9Income tax provision


2,082



0.6



1,732



0.5



350



20.2Net loss

$
(4,062
)


(1.2
)%

$
(16,804
)


(4.3
)%

$
12,742



75.8
%    19




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Years Ended December 31,2008


2007%





%Amount


of Net Sales


Amount


of Net Sales(in thousands of dollars)Net salesDomestic segment

$
227,876



65.1
%

$
286,665



72.8
%International segment


122,191



34.9
%


107,277



27.2
%Total net sales

$
350,067



100.0
%

$
393,942



100.0
%Gross marginDomestic segment

$
35,754



15.7
%

$
58,346



20.4
%International segment


29,642



24.3
%


24,633



23.0
%Total gross margin

$
65,396



18.7
%

$
82,979



21.1
%    20




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21




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22




---



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Comparison
    of Year Ended December 31, 2007 to 2006
    Years Ended December 31,2007


2006%





%


Increase (Decrease)Amount


of Net Sales


Amount


of Net Sales


Amount


Percent(in thousands of dollars)Net sales

$
393,942



100.0
%

$
416,095



100.0
%

$
(22,153
)


(5.3
)%Cost of sales


310,963



78.9



324,262



77.9



(13,299
)


(4.1
)Gross margin


82,979



21.1



91,833



22.1



(8,854
)


(9.6
)Selling, general and administrative expenses


76,031



19.3



93,811



22.5



(17,780
)


(19.0
)Arbitration earn-out decision


3,174



0.8











3,174



NmRestructuring charges


4,117



1.1



3,129



0.8



988



31.6Operating loss


(343
)


(0.1
)


(5,107
)


(1.2
)


4,764



93.3Interest expense


13,838



3.5



11,228



2.7



2,610



23.2Debt extinguishment costs


891



0.2











891



NmLoss before income taxes


(15,072
)


(3.8
)


(16,335
)


(3.9
)


1,263



7.7Income tax provision


1,732



0.5



1,720



0.4



12



0.7Net loss

$
(16,804
)


(4.3
)%

$
(18,055
)


(4.3
)%

$
1,251



6.9
%    23




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Years Ended December 31,2007


2006%





%Amount


of Net Sales


Amount


of Net Sales(in thousands of dollars)Net salesDomestic segment

$
286,665



72.8
%

$
321,256



77.2
%International segment


107,277



27.2
%


94,839



22.8
%Total net sales

$
393,942



100.0
%

$
416,095



100.0
%Gross marginDomestic segment

$
58,346



20.4
%

$
68,310



21.3
%International segment


24,633



23.0
%


23,523



24.8
%Total gross margin

$
82,979



21.1
%

$
91,833



22.1
%      24




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25




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Financial
    Condition, Liquidity and Capital Resources
   26




---



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Form 10-K,
           27




---



##### Table of Contents



Credit
    and Guaranty Agreement with Silver Point Finance, LLC
     28




---



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Form 10-K. Form 10-K.
     29




---



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30




---



##### Table of Contents



and/or
      Form 10-K 07-5
 31




---



##### Table of Contents



Form S-3
    50-50
 32




---



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33




---



##### Table of Contents



34




---



##### Table of Contents



Refinancing
    Process
  and/or
  and/or
       35




---



##### Table of Contents



Prior
    Credit Agreement with Wachovia Capital Finance Corporation (New
    England)
        Liquidity
  Short-term
   36




---



##### Table of Contents



and/or
 37




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##### Table of Contents



Longer-term
        Payments Due by PeriodLess ThanType of Obligation

1 Year


2-3 Years


4-5 Years


Over 5 Years


Total(in thousands)Revolving credit
    facility(1)

$
6,742


$



$



$



$
6,742Short  term foreign
    debt(2)


3,277















3,277Term loan










33,377
(5)






33,377Pension plan contributions


2,900
(3)














2,900Capital lease obligations


564



872



5







1,441Operating leases


6,163



8,777



3,331



345



18,616Purchase obligations


23,428
(4)














23,428Total

$
43,074


$
9,649


$
36,713


$
345


$
89,781     (1)
    
    Borrowings classified as a current
    liability in the Consolidated Balance Sheet included in this
    Report. Based upon year end borrowing levels and interest rates,
    annual interest cost would approximate $0.9 million. 38




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##### Table of Contents



(2)
    
    Borrowings classified as a current
    liability in the Consolidated Balance Sheet included in this
    Report. Based upon year end borrowing levels and interest rates,
    annual interest cost would approximate $0.2 million.(3)
    
    Pension plan contributions reflect
    expected disbursements in 2009 as calculated by the
    Companys third-party actuaries. Estimated contributions
    for future years are not currently determinable as they will be
    impacted by changes in discount rates, pension plan performance
    and other factors. See Note 10 of the Notes to Consolidated
    Financial Statements included herein. As a result of actions
    taken by the Company effective March 31, 2009 to freeze
    pension benefits for one of its plans, 2009 contributions may be
    reduced by an estimated $0.5 million.(4)
    
    Purchase obligations for goods and
    services outstanding at the end of the year which normally are
    consumed over a period of less than 12 months. This is not
    reflective of total consumption over a
    12-month
    period.(5)
    
    See Note 7 of the Notes to
    Consolidated Financial Statements included herein. Payments may
    be accelerated due to use of mandatory pre-payments or the
    proceeds from a new capital raise. Based upon year end borrowing
    levels and interest rates, annual interest cost would
    approximate $4.0 million.  Critical
    Accounting Estimates
    Revenue Recognition.
  Inventory Valuation. (first-in,
  Impairment of Long-Lived Assets.
 39




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Income Taxes.
  Pension Plans.
  Loss Reserves.
  Inflation
   40




---



##### Table of Contents



Environmental
    Matters
      Recently
    Issued Accounting Standards
     41




---



##### Table of Contents



07-5 (EITF 07-5) EITF 07-5 EITF 07-5 paid-in-capital
  Forward-Looking
    Statements and Cautionary Factors
  Form 10-K.
  Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk   42




---



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43




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    CONSOLIDATED FINANCIAL STATEMENTS
   
 PageFinancial Statements:Report of Independent Registered Public
    Accounting Firm


45Consolidated Statements of Operations for the
    Years Ended December 31, 2008, 2007 and 2006


46Consolidated Balance Sheets at December 31,
    2008 and 2007


47Consolidated Statements of Cash Flows for the
    Years Ended December 31, 2008, 2007 and 2006


48Consolidated Statements of Changes in
    Stockholders Equity for the Years Ended December 31,
    2008, 2007 and 2006


49Notes to Consolidated Financial Statements


50Financial Statement Schedule:Schedule II  Valuation and
    Qualifying Accounts for the Years Ended December 31, 2008,
    2007 and 2006


85   44




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Report of
    Independent Registered Public Accounting Firm                 45




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##### Table of Contents



PROLIANCE
    INTERNATIONAL, INC.
    CONSOLIDATED STATEMENTS OF OPERATIONS(in
    thousands, except per share amounts)  Years Ended December 31,2008


2007


2006Net sales

$
350,067


$
393,942


$
416,095Cost of sales


284,671



310,963



324,262Gross margin


65,396



82,979



91,833Selling, general and administrative expenses


48,611



76,031



93,811Arbitration earn-out decision






3,174



Restructuring charges


172



4,117



3,129Operating income (loss)


16,613



(343
)


(5,107
)Interest expense


15,764



13,838



11,228Debt extinguishment costs


2,829



891



Loss before income taxes


(1,980
)


(15,072
)


(16,335
)Income tax provision


2,082



1,732



1,720Net loss

$
(4,062
)

$
(16,804
)

$
(18,055
)Basic and diluted loss per common share

$
(0.27
)

$
(1.18
)

$
(1.19
)Weighted average common shares  basic and diluted


15,748



15,368



15,254    46




---



##### Table of Contents



PROLIANCE
    INTERNATIONAL, INC.
    CONSOLIDATED BALANCE SHEETS(in
    thousands, except share data)  December 31,2008


2007ASSETSCurrent assets:Cash and cash equivalents

$
2,444


$
476Accounts receivable (less allowance of $3,938 and $4,601)


57,005



60,153Inventories


84,586



106,756Other current assets


5,198



7,645Total current assets


149,233



175,030Property, plant and equipment, net


21,886



21,164Other assets


16,086



12,699Total assets

$
187,205


$
208,893LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Short-term debt and current portion of long-term debt

$
43,960


$
67,242Accounts payable


64,788



48,412Accrued liabilities


18,546



24,649Total current liabilities


127,294



140,303Long-term liabilities:Long-term debt


877



211Retirement and postretirement obligations


15,778



3,603Deferred income taxes


948



1,212Other long-term liabilities


119



538Total long-term liabilities


17,722



5,564Commitments and contingent liabilitiesStockholders equityPreferred stock, $.01 par value: Authorized
    2,500,000 shares; issued and outstanding as follows:Series A junior participating preferred stock,
    $.01 par value:Authorized 200,000 shares; issued and
    outstanding  none at December 31, 2008 and 2007






Series B convertible preferred stock, $.01 par value:Authorized 30,000 shares; issued and
    outstanding  9,913 at December 31, 2008 and
    2007, respectively (liquidation preference $3,453 at
    December 31, 2008 and 2007)






Common stock, $.01 par value: Authorized
    47,500,000 shares, issued 15,840,913 and
    15,838,962 shares, outstanding 15,798,977 and
    15,797,026 shares at December 31, 2008 and 2007,
    respectively


158



158Paid-in capital


112,434



109,145Accumulated deficit


(52,274
)


(48,039
)Accumulated other comprehensive (loss) income


(18,114
)


1,777Treasury stock, at cost, 41,936 shares at December 31,
    2008 and 2007


(15
)


(15
)Total stockholders equity


42,189



63,026Total liabilities and stockholders equity

$
187,205


$
208,893    47




---



##### Table of Contents



PROLIANCE
    INTERNATIONAL, INC.
    CONSOLIDATED STATEMENTS OF CASH FLOWS(in
    thousands)  Years Ended December 31,2008


2007


2006Cash flows from operating activities:Net loss

$
(4,062
)

$
(16,804
)

$
(18,055
)Adjustments to reconcile net loss to net cash provided by (used
    in) Operating activities:Depreciation and amortization


9,732



8,870



6,249Deferred income taxes


297



(209
)


510Provision for uncollectible accounts receivable


1,610



515



2,616Non-cash debt extinguishment costs


1,939



576



Non-cash restructuring (credit) charges






(178
)


189Non-cash stock compensation costs


249



176



131Non-cash arbitration earn-out decision charge






3,174



Non-cash litigation settlement










(969
)Gain on disposal of fixed assets


(4,091
)


(1,021
)


(272
)Changes in operating assets and liabilities, net of acquisition
    effects:Accounts receivable


(1,722
)


(2,618
)


(1,028
)Inventories


17,567



14,411



4,009Accounts payable


18,733



(5,997
)


6,754Accrued liabilities


(5,149
)


(4,856
)


(472
)Other


(2,472
)


(1,529
)


(4,893
)Net cash provided by (used in) operating activities


32,631



(5,490
)


(5,231
)Cash flows from investing activities:Capital expenditures


(5,156
)


(3,018
)


(7,569
)Sales and retirements of fixed assets


1,538



738



116Insurance proceeds for fixed assets damaged by tornadoes


3,428







Cash expenditures for restructuring costs on acquisition balance
    sheet


(115
)


(257
)


(952
)Cash expenditures for merger transaction costs










(952
)Net cash used in investing activities


(305
)


(2,537
)


(9,357
)Cash flows from financing activities:Dividends paid


(173
)


(1,240
)


(64
)Net (repayments) borrowings under revolving credit facilities


(10,336
)


(35,595
)


13,867Borrowings under short-term foreign debt


3,276







Borrowings under term loans






58,000



Repayments of term loans and capitalized lease obligations


(17,734
)


(10,154
)


(915
)Deferred debt and financing issuance costs


(5,026
)


(5,808
)


(156
)Proceeds from stock option exercises






25



Net cash (used in) provided by financing activities


(29,993
)


5,228



12,732Effect of exchange rate changes on cash and cash equivalents


(365
)


140



425Net (decrease) increase in cash and cash equivalents


1,968



(2,659
)


(1,431
)Cash and cash equivalents at beginning of year


476



3,135



4,566Cash and cash equivalents at end of year

$
2,444


$
476


$
3,135    48




---



##### Table of Contents



PROLIANCE
    INTERNATIONAL, INC.
    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS
    EQUITY(in
    thousands, except share data)  AccumulatedOther


TotalCommon


Paid-in


Treasury


(Accumulated


Comprehensive


StockholdersStock


Capital


Stock


Deficit)


(Loss) Income


EquityBalance at December 31, 2005

$
152


$
105,642


$
(15
)

$
(11,848
)

$
(6,682
)

$
87,249Net loss














(18,055
)






(18,055
)Adjustment for minimum pension liability


















2,616



2,616Foreign currency translation adj.


















3,508



3,508Comprehensive loss






















(11,931
)Impact of adopting FASB Statement No. 158


















(912
)


(912
)Restricted common stock issued (56,138 shares)






















Restricted common stock cancelled (6,712 shares)






















Common stock from merger cancelled (7,303 shares)






















Stock-based compensation


1



130















131Preferred stock dividends














(64
)






(64
)Balance at December 31, 2006


153



105,772



(15
)


(29,967
)


(1,470
)


74,473Net loss














(16,804
)






(16,804
)Adjustment for minimum pension liability


















(240
)


(240
)Foreign currency translation adj.


















3,487



3,487Comprehensive loss






















(13,557
)Restricted common stock issued (40,491 shares)






















Restricted common stock


















cancelled (8,237 shares)






















Common stock issued for option exercises (10,000 shares)






25















25Common stock from merger cancelled (2,255 shares)






















Stock-based compensation






176















176Arbitration settlement






3,174















3,174Common stock issued upon conversion of 2,868 Series B
    preferred stock shares (459,071 shares)


5



(2
)






(3
)






Preferred stock dividends














(1,265
)






(1,265
)Balance at December 31, 2007


158



109,145



(15
)


(48,039
)


1,777



63,026Net loss














(4,062
)






(4,062
)Adjustment for minimum pension liability


















(12,592
)


(12,592
)Foreign currency translation adj.


















(7,299
)


(7,299
)Comprehensive loss






















(23,953
)Restricted common stock issued (5,000 shares)






















Restricted common stock cancelled (3,049 shares)






















Stock-based compensation






249















249Issue 1,988,072 warrants






3,040















3,040Preferred stock dividends














(173
)






(173
)Balance at December 31, 2008

$
158


$
112,434


$
(15
)

$
(52,274
)

$
(18,114
)

$
42,189    49




---



##### Table of Contents



PROLIANCE
    INTERNATIONAL, INC.
    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  Note 1 
    Description
    of Business    Note 2 
    Summary
    of Significant Accounting Policies  Basis of Consolidation:
  Cash and Cash Equivalents:
  Accounts Receivable:
  Inventories: (first-in,
  Property, Plant and Equipment:
  Goodwill:
 50




---



##### Table of Contents



Impairment of Long-Lived Assets:
  Foreign Currency Translation:
  Revenue Recognition:
  Advertising Costs:
  Research and Development:
  Stock Compensation Costs:
   51




---



##### Table of Contents



paid-in-capital. paid-in-capital
  paid-in-capital. paid-in-capital
  Income Taxes:
  Concentration of Credit Risk:
  Use of Estimates:
  Reclassification:
  Note 3 
    Southaven
    Event and Related Liquidity Issues   52




---



##### Table of Contents



and/or
 53




---



##### Table of Contents



Note 4 
    Recent
    Accounting Pronouncements          07-5 (EITF 07-5)
 54




---



##### Table of Contents



EITF 07-5 EITF 07-5 paid-in-capital
  Note 5 
    Inventories    2008


2007(in thousands)Raw material and component parts

$
25,479


$
23,055Work in progress


4,043



4,044Finished goods


55,064



79,657Total inventories

$
84,586


$
106,756   Note 6 
    Property,
    Plant and Equipment    2008


2007(in thousands)Leasehold improvements

$
4,918


$
3,390Buildings and land


2,423



2,369Machinery and equipment


40,337



44,406Property, plant and equipment, gross


47,678



50,165Accumulated depreciation and amortization


(25,792
)


(29,001
)Property, plant and equipment, net

$
21,886


$
21,164      55




---



##### Table of Contents



Note 7 
    Debt    2008


2007(in thousands)Term loan

$
33,377


$
49,625Revolving credit facility


6,742



17,078Short-term foreign debt


3,277



Capitalized lease obligations


1,441



750Total debt


44,837



67,453Less:Term loan


33,377



49,625Revolving credit facility


6,742



17,078Short-term foreign debt


3,277



Current portion of capitalized lease obligations


564



539Total short-term debt


43,960



67,242Total long-term debt

$
877


$
211   Silver Point Agreement
     56




---



##### Table of Contents



Form 10-K. Form 10-K.
     57




---



##### Table of Contents



and/or
   58




---



##### Table of Contents



50-50
 59




---



##### Table of Contents



60




---



##### Table of Contents



Refinancing Process
  and/or
  and/or
       61




---



##### Table of Contents



Wachovia Agreement
          Other Debt Information
     62




---



##### Table of Contents



Note 8 
    Stockholders
    Equity  Common Stock:
  paid-in-capital 07-5
 63




---



##### Table of Contents



Form S-3
  Preferred Stock:
 64




---



##### Table of Contents



Accumulated Other Comprehensive (Loss)
    Income:
  ForeignMinimum


CurrencyPension Liability


Translation


Total(in thousands)Balance at December 31, 2006

$
(4,358
)

$
2,888


$
(1,470
)Annual adjustment


(240
)


3,487



3,247Balance at December 31, 2007


(4,598
)


6,375



1,777Annual adjustment


(12,592
)


(7,299
)


(19,891
)Balance at December 31, 2008

$
(17,190
)

$
(924
)

$
(18,114
)       Note 9 
    Restructuring
    Charges     65




---



##### Table of Contents



Workforce


Facility


AssetRelated


Consolidation


Write-down


Total(in thousands)Balance at December 31, 2005

$
283


$
1,671


$



$
1,954Charge to operations


1,744



1,196



189



3,129Cash payments


(1,353
)


(1,478
)






(2,831
)Non-cash write-off










(189
)


(189
)Balance at December 31, 2006


674



1,389







2,063Charge to operations


3,644



651



(178
)


4,117Reversal of accrual no longer required






(428
)






(428
)Non-cash write-off










178



178Cash payments


(3,339
)


(910
)






(4,249
)Balance at December 31, 2007


979



702







1,681Charge to operations


164



8







172Cash payments


(923
)


(406
)






(1,329
)Balance at December 31, 2008

$
220


$
304


$



$
524       Note 10 
    Retirement
    and Post-retirement Plans  Domestic Retirement Plans:
 66




---



##### Table of Contents



Domestic Postretirement Plans:
    Retirement Plans


Postretirement Plans2008


2007


2006


2008


2007


2006(in thousands)Service cost

$
666


$
831


$
946


$



$



$
Interest cost


2,008



1,959



1,845



13



15



21Expected return on plan assets


(2,481
)


(2,312
)


(2,076
)










Amortization of net loss (gain)


513



614



620



(10
)


(9
)


Net periodic benefit cost

$
706


$
1,092


$
1,335


$
3


$
6


$
21    67




---



##### Table of Contents



Retirement Plans


Postretirement Plans2008


2007


2008


2007(in thousands)Change in benefit obligation:Benefit obligation at January 1

$
33,012


$
33,267


$
223


$
312Service cost


666



831







Interest cost


2,008



1,959



13



15Actuarial loss (gain)


1,752



203



8



(90
)Actual gross benefits paid


(2,762
)


(3,248
)


(13
)


(14
)Benefit obligation at December 31


34,676



33,012



231



223Change in plan assets:Fair value of plan assets at January 1


31,168



30,454







Actual (loss) income on plan assets


(9,216
)


1,306







Company contributions


535



2,656



13



14Actual gross benefits paid


(2,762
)


(3,248
)


(13
)


(14
)Fair value of plan assets at December 31


19,725



31,168







Benefit obligation (in excess of) plan assets at December 31


(14,951
)


(1,844
)


(231
)


(223
)Unrecognized prior service cost


139



158







Unrecognized net loss (gain)


17,488



4,534



(136
)


(154
)Net amount recognized

$
2,676


$
2,848


$
(367
)

$
(377
)Amounts recognized in consolidated balance sheets:Long-term pension asset

$



$
107


$



$
Accrued benefit liability


(14,951
)


(1,951
)


(231
)


(223
)Accumulated other comprehensive loss (income)


17,627



4,692



(136
)


(154
)Net amount recognized

$
2,676


$
2,848


$
(367
)

$
(377
)Amounts recognized in accumulated other comprehensive loss
    (income):Net actuarial loss (gain)

$
17,488


$
4,534


$
(136
)

$
(154
)Prior service cost


139



158







Total

$
17,627


$
4,692


$
(136
)

$
(154
)       Retirement Plans


Postretirement Plans2008


2007


2006


2008


2007


2006Discount rate


5.90
%


6.20
%


5.97
%


5.90
%


6.20
%


5.97
%Salary progression


4.25
%


4.25
%


4.25
%










Initial trend rate


















10.00
%


11.00
%Ultimate trend rate


















9.00
%


9.00
%Years to ultimate rate


















1



2  68




---



##### Table of Contents



Retirement Plans


Postretirement Plans2008


2007


2006


2008


2007


2006Discount rate


6.20
%


5.97
%


5.88
%


6.20
%


5.97
%


5.88
%Return on assets


9.00
%


9.00
%


9.00
%










Salary progression


4.25
%


4.25
%


4.25
%










Initial trend rate














10.00
%


11.00
%


12.00
%Ultimate trend rate














9.00
%


9.00
%


9.00
%Years to ultimate trend














1



2



3               Actual Allocationat December 31,Asset Category

Target Allocation


2008


2007Equity securities


56
%


50
%


56
%Hedge funds


10
%


13
%


10
%Debt securities


34
%


37
%


34
%Total


100
%


100
%


100
%    69




---



##### Table of Contents



401(k) Investment Plan
  Foreign Plans: and/or
    2008


2007


2006(in thousands)Service cost

$
238


$
259


$
245Interest cost


287



322



317Curtailment (gain)






(181
)


Expected return on plan assets


(179
)


(166
)


(174
)Amortization of net loss (gain)


3



4



(12
)Net periodic benefit cost

$
349


$
238


$
376    70




---



##### Table of Contents



2008


2007(in thousands)Change in benefit obligation:Benefit obligation at January 1

$
3,793


$
4,097Service cost


238



259Interest cost


287



322Curtailment (gain)






(307
)Actuarial (gain)


(657
)


(240
)Plan change






(122
)Foreign exchange impact


(310
)


46Actual gross benefits paid


(2,220
)


(262
)Benefit obligation at December 31


1,131



3,793Change in plan assets:Fair value of plan assets at January 1


2,331



1,905Actual income on plan assets


112



117Company contributions


463



534Foreign exchange impact


(151
)


37Actual gross benefits paid


(2,220
)


(262
)Fair value of plan assets at December 31


535



2,331Benefit obligation (in excess of) plan assets at December 31


(596
)


(1,462
)Unrecognized net (gain) loss


(418
)


80Net amount recognized

$
(1,014
)

$
(1,382
)Amounts recognized in consolidated balance sheet:Long-term pension asset

$



$
Accrued benefit liability


(596
)


(1,462
)Accumulated other comprehensive (gain) loss


(418
)


80Net amount recognized

$
(1,014
)

$
(1,382
)      71




---



##### Table of Contents



Actual Allocation atDecember 31,Asset Category

Target Allocation


2008


2007Equity securities


0
%


0
%


0
%Debt securities


100
%


100
%


100
%Total


100
%


100
%


100
%     Note 11 
    Arbitration Earn-Out Decision
  Background.
  Arbitrator Decision.
 72




---



##### Table of Contents



Waiver of Conversion Cap.
  Financial Impact.
  Note 12 
    Stock
    Compensation Plans  Stock Options:
   73




---



##### Table of Contents



Option Price RangeNumber of





WeightedStock Plan

Options


Low


Average


HighOutstanding at December 31, 2005


534,359


$
2.56


$
4.02


$
5.88Cancelled


(74,333
)


2.56



3.82



4.72Outstanding at December 31, 2006


460,026



2.56



4.05



5.88Exercised


(10,000
)


2.56



2.56



2.56Cancelled


(110,249
)


3.20



4.35



5.88Outstanding at December 31, 2007


339,777



2.56



3.99



5.25Cancelled


(30,000
)


4.65



4.69



4.72Outstanding at December 31, 2008


309,777


$
2.56


$
3.93


$
5.25Exercisable at December 31, 2008


309,777


$
2.56


$
3.93


$
5.25   Option Price RangeNumber of





WeightedDirectors Plan

Options


Low


Average


HighOutstanding at December 31, 2005


36,800


$
2.70


$
4.61


$
5.50Cancelled


0











Outstanding at December 31, 2006


36,800



2.70



4.61



5.50Cancelled


(6,000
)


2.70



4.61



5.50Outstanding at December 31, 2007


30,800



2.70



4.61



5.50Cancelled


0











Outstanding at December 31, 2008


30,800


$
2.70


$
4.61


$
5.50Exercisable at December 31, 2008


30,800


$
2.70


$
4.61


$
5.50   74




---



##### Table of Contents



Option Price RangeNumber of





WeightedEquity Incentive Plan

Options


Low


Average


HighOutstanding at December 31, 2005


56,400


$
7.75


$
9.70


$
11.75Granted


140,337



5.27



5.27



5.27Cancelled


(16,779
)


5.27



5.27



5.27Outstanding at December 31, 2006


179,958



5.27



6.66



11.75Granted


25,000



2.90



2.90



2.90Cancelled


(27,458
)


5.27



5.27



5.27Outstanding at December 31, 2007


177,500



2.90



6.34



11.75Granted


572,000



1.20



1.80



2.80Cancelled


(105,077
)


2.80



6.75



11.75Outstanding at December 31, 2008


644,423


$
1.20


$
2.25


$
5.27Exercisable at December 31, 2008


48,958


$
2.90


$
4.97


$
5.27               2008

2007

2006Expected volatility

50.3%-52.9%

51.21%

52.94%Risk-free interest rate

4.39%-4.45%

5.09%

4.50%Expected life

6 years

6 years

6 yearsDividend

-0-

-0-

-0-  75




---



##### Table of Contents



Restricted Stock:
  Grant Date Fair ValueNumber of





WeightedShares


Low


Average


HighBalance at December 31, 2005





$



$



$
Granted


56,138



5.27



5.27



5.27Cancelled


(6,712
)


5.27



5.27



5.27Balance at December 31, 2006


49,426



5.27



5.27



5.27Granted


40,491



2.35



3.54



4.24Vested


(12,350
)


5.27



5.27



5.27Cancelled


(8,237
)


5.27



5.27



5.27Balance at December 31, 2007


69,330



2.35



4.26



5.27Granted


5,000



1.20



1.20



1.20Vested


(28,166
)


2.35



3.71



5.27Cancelled


(3,049
)


5.27



5.27



5.27Balance at December 31, 2008


43,115


$
1.20


$
4.19


$
5.27       Performance Restricted Stock:
       76




---



##### Table of Contents



Note 13 
    Income
    Taxes    2008


2007


2006(in thousands)Current:Federal

$



$



$
Foreign


1,679



2,016



1,203State and local


106



(75
)


7Total current


1,785



1,941



1,210Deferred:Federal


(6,557
)


(4,583
)


(3,570
)Foreign


297



(210
)


510State and local


(1,520
)


356



(153
)Valuation allowance


8,077



4,228



3,723Total deferred


297



(209
)


510Provision for income taxes

$
2,082


$
1,732


$
1,720     2008


2007


2006(in thousands)(Benefit) computed at the Federal statutory rate

$
(673
)

$
(5,125
)

$
(5,554
)State and local income taxes, net of Federal income tax benefit


(933
)


185



(148
)Foreign tax rate differential


(379
)


630



110Permanent difference-arbitration earn-out decision






1,079



Permanent differences  other


39



53



132Valuation allowance included in provision


4,129



4,228



7,180Other


(101
)


682



Provision for income taxes

$
2,082


$
1,732


$
1,720  77




---



##### Table of Contents



2008


2007(in thousands)Deferred tax assets:Pensions

$
5,899


$
1,258Postretirement benefits


88



85Inventories






66Allowance for bad debts


368



1,218Self-insurance reserves


487



514Warranty reserves


917



1,238Accrued vacation


1,099



1,139Federal and state net operating loss


30,469



25,429Deferred charges


588



146Depreciation


1,575



2,878Foreign tax credit


1,574



1,574Other


43



897Valuation reserve


(39,743
)


(31,666
)Total deferred tax assets


3,364



4,776Deferred tax liabilities:Inventories


(1,296
)


(1,419
)Other






(52
)Total deferred tax liabilities


(1,296
)


(1,471
)Net deferred tax assets

$
2,068


$
3,305            78




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##### Table of Contents



2008


2007


2006(in thousands)United States

$
(8,907
)

$
(19,153
)

$
(21,051
)Foreign


6,927



4,081



4,716Loss before income taxes

$
(1,980
)

$
(15,072
)

$
(16,335
)   Note 14 
    Loss Per
    Share    2008


2007


2006(in thousands, except per share amounts)Numerator:Net loss

$
(4,062
)

$
(16,804
)

$
(18,055
)Less: preferred stock dividends


(173
)


(1,268
)


(64
)Net loss attributable to common stockholders  basic


(4,235
)


(18,072
)


(18,119
)Add back: preferred stock dividend










Net loss attributable to common stockholders  diluted

$
(4,235
)

$
(18,072
)

$
(18,119
)Denominator:Weighted average common shares  basic


15,748



15,368



15,254Dilutive effect of stock options










Dilutive effect of restricted stock










Dilutive effect of warrants










Dilutive effect of preferred stock










Weighted average common shares  diluted


15,748



15,368



15,254Basic and diluted loss per common share

$
(0.27
)

$
(1.18
)

$
(1.19
)       Note 15 
    Commitments and Contingencies
  Leases:
 79




---



##### Table of Contents



Insurance:
  Product Warranties:
    2008


2007


2006(in thousands)Balance at beginning of year

$
778


$
1,706


$
2,492(Reversal) accrual of expense


(627
)


(440
)


305Settlements made


(33
)


(488
)


(1,091
)Balance at end of year

$
118


$
778


$
1,706   Legal Proceedings:
    Environmental Matters:
 80




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##### Table of Contents



Note 16 
    Supplemental
    Cash Flow Information    2008


2007


2006(in thousands)Non-cash change in operating assets and liabilities:Vendor advance offset to accounts payable

$



$
4,405


$
Non-cash investing and financing activity:Entered into capital lease obligation

$
2,176


$



$
317Value of common stock warrants issued and increase of deferred
    debt costs

$
3,040


$



$
Supplemental disclosure of cash flow information:Cash paid for interest

$
13,488


$
12,645


$
10,406Cash paid for income taxes

$
1,883


$
1,511


$
1,348   Note 17 
    Business
    Segments        Net Sales


Operating Income (Loss)2008


2007


2006


2008


2007


2006(in thousands)


(in thousands)Domestic segment

$
227,876


$
286,665


$
321,256


$
18,285


$
7,214


$
2,673International segment


122,191



107,277



94,839



5,662



3,464



2,850Inter-segment sales:Domestic segment


3,155



4,023



4,012











International segment


20,136



16,986



24,793











Elimination of inter-segment sales


(23,291
)


(21,009
)


(28,805
)










Corporate expenses














(7,334
)


(7,847
)


(10,630
)Arbitration earn-out decision


















(3,174
)


Consolidated total

$
350,067


$
393,942


$
416,095


$
16,613


$
(343
)

$
(5,107
)  81




---



##### Table of Contents



Depreciation andRestructuring Charges


Amortization Expense2008


2007


2006


2008


2007


2006(in thousands)





(in thousands)Domestic segment

$
172


$
3,891


$
2,235


$
8,722


$
7,954


$
5,636International segment






226



894



1,010



916



613Consolidated total

$
172


$
4,117


$
3,129


$
9,732


$
8,870


$
6,249   Total Assets


Long Lived Assets


Capital Expenditures2008


2007


2006


2008


2007


2006


2008


2007


2006(in thousands)


(in thousands)


(in thousands)Domestic segment

$
128,488


$
144,766


$
163,507


$
19,380


$
19,269


$
22,252


$
3,535


$
1,832


$
6,391International segment


58,717



64,127



60,855



2,506



1,895



1,624



1,621



1,186



1,178Consolidated total

$
187,205


$
208,893


$
224,362


$
21,886


$
21,164


$
23,876


$
5,156


$
3,018


$
7,569       2008


2007


2006(in thousands)Automotive and light truck aftermarket heat exchange products

$
215,644


$
257,358


$
264,703Automotive and light truck aftermarket temperature control
    products


38,291



46,796



63,832Heavy duty aftermarket heat exchange products


96,132



89,788



87,560Trade sales of continuing operations

$
350,067


$
393,942


$
416,095       Note 18 
    Quarterly
    Financial Data (Unaudited)  Year Ended December 31, 20081st

    Qtr


2nd

    Qtr


3rdQtr


4thQtr(in thousands, except per share amounts)Net sales

$
76,540


$
102,154


$
95,387


$
75,986Gross margin

$
11,082


$
20,540


$
19,714


$
14,060Net (loss) income

$
(6,176
)

$
521


$
1,418


$
175Basic net (loss) income per common share

$
(0.40
)

$
0.03


$
0.09


$
0.01Diluted net (loss) income per common share

$
(0.40
)

$
0.03


$
0.07


$
0.01   82




---



##### Table of Contents



Year Ended December 31, 20071st

    Qtr


2nd

    Qtr


3rd

    Qtr


4th

    Qtr(in thousands, except per share amounts)Net sales

$
91,938


$
102,414


$
115,333


$
84,257Gross margin

$
17,358


$
21,252


$
27,218


$
17,151Net (loss) income

$
(6,332
)

$
(6,234
)

$
129


$
(4,367
)Basic net (loss) income per common share

$
(0.42
)

$
(0.48
)

$
0.01


$
(0.28
)Diluted net (loss) income per common share

$
(0.42
)

$
(0.48
)

$
0.01


$
(0.28
)   st nd rd th
  Note 19 
    Subsequent
    Events                 83




---



##### Table of Contents



84




---



##### Table of Contents



SCHEDULE II  Proliance
    International, Inc.
    Valuation and Qualifying Accounts
  Balance at


Charged to








Balance atBeginning of


Costs and








End ofPeriod


Expenses


Write-Offs


Other


Period(in thousands)Year Ended December 31, 2008Allowance for doubtful accounts

$
4,601


$
1,610


$
(2,000
)

$
(273
)(a)

$
3,938Allowance for excess/slow moving inventory


5,165



227



(1,321
)


(192
)(a)


3,879Tax valuation reserve


31,666



8,077











39,743Year Ended December 31, 2007Allowance for doubtful accounts

$
5,543


$
515


$
(1,567
)

$
110
(a)

$
4,601Allowance for excess/slow moving inventory


8,609



923



(4,490
)


123
(a)


5,165Tax valuation reserve


27,233



4,228







205
(b)


31,666Year Ended December 31, 2006Allowance for doubtful accounts

$
5,391


$
2,616


$
(2,554
)

$
90
(a)

$
5,543Allowance for excess/slow moving inventory


11,575



2,441



(5,517
)


110
(a)


8,609Tax valuation reserve


24,285



3,723







(775
)(b)


27,233     (a)
    
    Represents changes in foreign
    currency translation rates.(b)
    
    Represents adjustment in minimum
    pension liability.  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A(T).
    Controls
    and Procedures  Evaluation of Disclosure Controls and Procedures
  Rule 13a-15(e).
     85




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##### Table of Contents



Managements Annual Report on Internal Control over
    Financial Reporting
          Item 9B.
    Other
    Information   PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Item 11.
    Executive
    Compensation   Item 12.  Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters   86




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##### Table of Contents



Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence    Item 14.
    Principal
    Accountant Fees and Services   PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules                  2.1

Agreement and Plan of Merger, dated as of January 31, 2005,
    among Modine Manufacturing Company, Modine Aftermarket Holdings,
    Inc. and
    Transpro.(3)2.2

Contribution Agreement, dated as of January 31, 2005, among
    Modine Aftermarket Holdings, Inc., Modine Manufacturing Company,
    Modine, Inc. and
    Transpro.(3)2.3

OEM Acquisition Agreement, dated as of January 31, 2005,
    between Modine Manufacturing Company and
    Transpro.(3)2.4

Amendment to OEM Acquisition Agreement, dated as of
    March 1, 2005, between Modine Manufacturing Company and
    Transpro.(4)2.5

Amendment to Agreement and Plan of Merger by letter dated
    June 16, 2005 between Transpro, Inc., Modine Manufacturing
    Company and Modine Aftermarket Holdings,
    Inc.(8)3.1(i)

Restated Certificate of Incorporation of Proliance
    International,
    Inc.(7)3.1(ii)

Amended and Restated Bylaws of Proliance International,
    Inc.(20)10.1*

Transpro, Inc. 1995 Stock
    Plan.(1)10.2*

Form of Stock Option Agreement under the 1995 Stock
    Plan.(1)10.3*

Transpro, Inc. 1995 Non-employee Directors Stock Option
    Plan.(1)10.4*

Form of Stock Option Agreement under the 1995 Non-employee
    Directors Stock Option
    Plan.(1)10.5*

Form of Key Employee Severance
    Policy.(1)10.6*

Letter Agreement, dated December 15, 1992 between Jeffrey
    L. Jackson and GO/DAN
    Industries.(1) 87




---



##### Table of Contents



10.7*

Employment Agreement between the Company and Charles E.
    Johnson.(2)10.8*

Amendment No. 1 to Employment Agreement between the Company
    and
    Charles E. Johnson.(5)10.9*

Form of Nonqualified Stock Option Agreement (Director
    Replacement
    Option).(6)10.10*

Director and Officer Indemnification
    Agreement.(7)10.11

Aftermarket License Agreement between Modine Manufacturing
    Company and Modine Aftermarket Holdings,
    Inc.(7)10.12*

Proliance International, Inc. Equity Incentive
    Plan.(7)10.13

Tax Sharing Agreement between Modine Manufacturing Company and
    Transpro,
    Inc.(9)10.14*

Form of Option Agreement pursuant to Equity Incentive
    Plan.(10)10.15*

Form of Restricted Stock Agreement pursuant to Equity Incentive
    Plan.(10)10.16*

Form of Performance Restricted Stock Agreement pursuant to
    Equity Incentive
    Plan.(10)10.17*

Amendment No. 2 to Employment Agreement between the Company
    and
    Charles E. Johnson.(11)10.18*

Proliance International, Inc. Supplemental Executive Retirement
    Plan.(11)10.19*

Proliance International, Inc. Executive Severance
    Plan.(11)10.20

Board Policy on Director
    Elections.(12)10.21

Form of Director Resignation
    Letter.(12)10.22*

Amendment No. 3 to the Employment Agreement between the
    Company and
    Charles E. Johnson.(13)10.23*

Supplemental Executive Retirement Plan, as
    amended.(13)10.24*

Restricted Stock Agreement dated March 26, 2007 between the
    company and
    Charles E. Johnson.(13)10.25

Credit and Guaranty Agreement with Silver Point Finance,
    LLC.(14)10.26

First Amendment and Waiver to Credit and Guaranty Agreement with
    Silver Point Finance,
    LLC.(15)10.27*

Amendment No. 4 to Employment Agreement between Proliance
    International, Inc. and Charles E.
    Johnson.(16)10.28*

Proliance International, Inc. Supplemental Executive Retirement
    Plan, as
    amended.(16)10.29*

Proliance International, Inc. Executive Severance Plan, as
    amended.(16)10.30

Letter Agreement with Silver Point Finance, LLC. dated
    February 26,
    2008.(17)10.31

Second Amendment to Credit and Guaranty Agreement with Silver
    Point Finance,
    LLC.(18)10.32

Third Amendment to Credit and Guaranty Agreement with Silver
    Point Finance,
    LLC.(19)10.33

Warrantholder Rights Agreement dated March 26,
    2008.(19)10.34

Registration Rights Agreement dated March 26,
    2008.(19)10.35

Form of Common Stock Purchase Warrant
    (Series A).(19)10.36

Form of Common Stock Purchase Warrant
    (Series B).(19)10.37*

Amendment No. 5 to Employment Agreement between Proliance
    International, Inc. and Charles E.
    Johnson.(21)10.38

Fourth Amendment to Credit and Guaranty Agreement with Silver
    Point Finance,
    LLC.(22)10.39

Fifth Amendment to Credit and Guaranty Agreement with Silver
    Point Finance,
    LLC.(23)10.40

Sixth Amendment to Credit and Guaranty Agreement with Silver
    Point Finance,
    LLC.(24)10.41

Seventh Amendment to Credit and Guaranty Agreement with Silver
    Point Finance,
    LLC.(25)10.42

Eighth Amendment to Credit and Guaranty Agreement with Silver
    Point Finance,
    LLC.(25)10.43

Ninth Amendment to Credit and Guaranty Agreement with Silver
    Point Finance,
    LLC.(26)10.44

Tenth Amendment to Credit and Guaranty Agreement with Silver
    Point Finance,
    LLC.(27) 88




---



##### Table of Contents



10.45

Eleventh Amendment to Credit and Guaranty Agreement with Silver
    Point Finance,
    LLC.(28)10.46

Twelfth Amendment to Credit and Guaranty Agreement with Silver
    Point Finance,
    LLC.(29)10.47

Thirteenth Amendment to Credit and Guaranty Agreement with
    Silver Point Finance,
    LLC.(30)10.48

Fourteenth Amendment to Credit and Guaranty Agreement with
    Silver Point Finance,
    LLC.(31)10.49

Fifteenth Amendment to Credit and Guaranty Agreement with Silver
    Point Finance,
    LLC.(32)10.50

Sixteenth Amendment to Credit and Guaranty Agreement with Silver
    Point Finance,
    LLC.(33)10.51*

Amendment No. 6 to Employment Agreement between Proliance
    International, Inc. and Charles E.
    Johnson.(34)10.52*

First Amendment to the Proliance International, Inc.
    Supplemental Executive Retirement Plan, as
    amended.(34)10.53

Seventeenth Amendment to Credit and Guaranty Agreement with
    Silver Point Finance,
    LLC.(35)10.54

Eighteenth Amendment to Credit and Guaranty Agreement with
    Silver Point Finance,
    LLC.(36)10.55

Nineteenth Amendment to Credit and Guaranty Agreement with
    Silver Point Finance,
    LLC.(37)10.56

Twentieth Amendment to Credit and Guaranty Agreement with Silver
    Point Finance,
    LLC.(38)10.57

Twenty-First Amendment to Credit and Guaranty Agreement with
    Silver Point Finance,
    LLC.(39)10.58

Twenty-Second Amendment to Credit and Guaranty Agreement with
    Silver Point Finance,
    LLC.(40)21.1

Subsidiaries of the Company.23.1

Consent of BDO Seidman, LLP.24

Powers of Attorney (included on signature page).31.1

Certification of CEO in accordance with Section 302 of the
    Sarbanes-Oxley Act.31.2

Certification of CFO in accordance with Section 302 of the
    Sarbanes-Oxley Act.32.1

Certification of CEO in accordance with Section 906 of the
    Sarbanes-Oxley Act.32.2

Certification of CFO in accordance with Section 906 of the
    Sarbanes-Oxley Act.     (1)

    
    Incorporated by reference to the Companys Registration
    Statement on
    Form S-1
    (File
    No. 33-96770).(2)

    
    Incorporated by reference to the Companys
    Form 10-Q
    for the quarter ended June 30, 2001.(3)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed February 1, 2005.(4)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed March 7, 2005.(5)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed November 3, 2004.(6)

    
    Incorporated by reference to the Companys
    Form 10-Q
    for the quarter ended June 30, 2005.(7)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed July 28, 2005.(8)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed June 20, 2005.(9)

    
    Incorporated by reference to the Companys
    Form S-4
    filed May 2, 2005.(10)

    
    Incorporated by reference to the Companys
    Form 10-Q
    for the quarter ended March 31, 2006.(11)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed May 9, 2006.(12)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed December 8, 2006. 89




---



##### Table of Contents



(13)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed March 26, 2007.(14)

    
    Incorporated by reference to the Companys
    Form 10-Q
    for the quarter ended June 30, 2007.(15)

    
    Incorporated by reference to the Companys
    Form 10-Q
    for the quarter ended September 30, 2007.(16)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed December 12, 2007.(17)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed February 29, 2008.(18)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed March 17, 2008.(19)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed March 31, 2008.(20)

    
    Incorporated by reference to the Companys
    Form 10-Q
    for the quarter ended March 31, 2008.(21)

    
    Incorporated by reference to the Companys
    Form 10-Q
    for the quarter ended June 30, 2008.(22)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed July 22, 2008.(23)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed July 30, 2008.(24)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed August 26, 2008.(25)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed October 6, 2008.(26)

    
    Incorporated by reference to the Companys
    Form 10-Q
    for the quarter ended September 30, 2008.(27)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed November 7, 2008.(28)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed November 17, 2008.(29)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed November 21, 2008.(30)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed December 4, 2008.(31)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed December 22, 2008.(32)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed January 8, 2009.(33)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed January 20, 2009.(34)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed February 2, 2009.(35)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed February 6, 2009.(36)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed February 18, 2009.(37)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed February 24, 2009.(38)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed March 3, 2009.(39)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed March 10, 2009.(40)

    
    Incorporated by reference to the Companys
    Form 8-K
    filed March 19, 2009.*

    
    Management contract or compensatory plan or arrangement.     90




---



##### Table of Contents



SIGNATURES    Proliance International, Inc.Date: March 24, 2009

By /s/  CHARLES
    E. JOHNSONCharles
    E. Johnson
    President and Chief Executive Officer   POWER OF
    ATTORNEY
  Form 10-K
    /s/  WILLIAM
    J. ABRAHAM, JR.

March 24, 2009William J. Abraham, Jr., Director/s/  BARRY
    R. BANDUCCI

March 24, 2009Barry R. Banducci, Director/s/  CHARLES
    E. JOHNSON

March 24, 2009Charles E. Johnson, President, 
    Chief Executive Officer and Director/s/  PAUL
    R. LEDERER

March 24, 2009Paul R. Lederer, Director/s/  VINCENT
    L. MARTIN

March 24, 2009Vincent L. Martin, Director/s/  JAMES
    R. RULSEH

March 24, 2009James R. Rulseh, Director/s/  F.
    ALAN SMITH

March 24, 2009F. Alan Smith, Director/s/  ARLEN
    F. HENOCK

March 24, 2009Arlen F. Henock
    Executive Vice President
    and Chief Financial Officer
    Principal Financial and Accounting Officer  91