|  |
|--|
|  |
|  |
|  |
|  |

UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

FOR ANNUAL ANDTRANSITION REPORTS PURSUANT TO SECTIONS 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934

(Mark One)

    ANNUAL REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For thefiscal year ended December 31, 2003

OR

    TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934

For the transition period from                         to                        .

Commission file number 1-13894

TRANSPRO, INC.

(Exact name of Registrant as specifiedin itscharter)

|                                                                                                            |  |                                  |  |  |  |  |
|------------------------------------------------------------------------------------------------------------|--|----------------------------------|--|--|--|--|
| Delaware                                                                                                   |  | 34-1807383                       |
| (Stateor other jurisdictionof incorporation ororganization)                                                |  | (IRS Employer IdentificationNo.) |
| **100 GandoDrive, New Haven, Connecticut 06513**(Address ofprincipal executive offices, including zipcode) |
| **(203)401-6450**(Registrant's telephone number,including area code)                                       |
|                                                                                                            |

Securitiesregistered pursuant to Section 12(b) of theAct:

|                                                                                      |  |                                          |  |  |  |  |
|--------------------------------------------------------------------------------------|--|------------------------------------------|--|--|--|--|
| Titleof each class                                                                   |  | Name of each exchange on whichregistered |
| CommonStock, $.01 Par Value(together with associated PreferredStock purchase rights) |  | American StockExchange                   |
|                                                                                      |

Securities registered pursuantto Section 12(g) of theAct:

NONE

Indicateby check mark whether the Registrant: (1) has filed all reportsrequired to be filed by Section 13 or 15 (d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter periodthat the Registrant was required to file such reports), and (2) hasbeen subject to such filing requirements for the past 90 days.    Yes    No

Indicate by check mark ifdisclosure of delinquent filers pursuant to Item 405 of Regulation S-Kis not contained herein, and will not be contained, to the best ofRegistrant's knowledge, in definitive proxy or informationstatements incorporated by reference in Part III of this Form 10-K orany amendment to this Form 10-K. 

Indicate by check markwhether the registrant is an accelerated filer (as defined in ExchangeAct Rule 12b-2).     Yes     No

Theaggregate market value of voting and non-voting common stock held bynon-affiliates of the Registrant at June  30, 2003 was$30,382,653. On March 1, 2004, there were 7,106,023 outstanding sharesof the Registrant's common stock.

DOCUMENTSINCORPORATED BY REFERENCE

Portions of the ProxyStatement for the 2004 Annual Meeting of Stockholders are incorporatedby reference into Part III of this report.

Exhibit Index is onpages 50 through 51 of thisreport.

|  |
|--|
|  |
|  |
|  |
|  |

----

TRANSPRO,INC.

INDEX TO ANNUAL REPORT ON FORM 10-K YEARENDED DECEMBER 31,2003

|            |  |                                                                                                                                   |    |        |        |        |  |  |  |  |
|------------|--|-----------------------------------------------------------------------------------------------------------------------------------|----|--------|--------|--------|--|--|--|--|
|       |  |                                                                                                                              |    | Page   |
| PARTI      |  |
| Item1.     |  | Business                                                                                                                          |    |   | 1      |   |
| Item2.     |  | Properties                                                                                                                        |    |   | 7      |   |
| Item3.     |  | Legal Proceedings                                                                                                                 |    |   | 7      |   |
| Item4.     |  | Submission of Matters to a Vote of SecurityHolders                                                                                |    |   | 8      |   |
| PARTII     |  |                                                                                                                              |    |   |   |   |
| Item 5.    |  | Market forRegistrant's Common Equity, Related Stockholder Matters andIssuer     Purchases of EquitySecurities |    |   | 9      |   |
| Item 6.    |  | SelectedFinancial Data                                                                                                            |    |   | 10     |   |
| Item7.     |  | Management's Discussion and Analysis of FinancialCondition and Results of    Operations                       |    |   | 11     |   |
| Item7A.    |  | Quantitative and Qualitative Disclosures About MarketRisk                                                                         |    |   | 21     |   |
| Item 8.    |  | Financial Statementsand Supplementary Data                                                                                        |    |   | 22     |   |
| Item9.     |  | Changes in and Disagreements with Accountants on Accountingand Financial     Disclosure                       |    |   | 48     |   |
| Item9A.    |  | Controls andProcedures                                                                                                            |    |   | 48     |   |
| PARTIII    |  |                                                                                                                              |    |   |   |   |
| Item 10.   |  | Directors andExecutive Officers of the Registrant                                                                                 |    |   | 49     |   |
| Item11.    |  | Executive Compensation                                                                                                            |    |   | 49     |   |
| Item12.    |  | Security Ownership of Certain Beneficial Owners andManagement and Related     StockholderMatters              |    |   | 49     |   |
| Item 13.   |  | CertainRelationships and RelatedTransactions                                                                                      |    |   | 49     |   |
| Item 14.   |  | PrincipalAccountant Fees and Services                                                                                             |    |   | 49     |   |
| PARTIV     |  |                                                                                                                              |    |   |   |   |
| Item 15.   |  | Exhibits,Financial Statement Schedules, and Reports on Form8-K                                                                    |    |   | 50     |   |
| Signatures |  |                                                                                                                              | 52 |   |
|            |

----

PART I

ITEM 1.    BUSINESS

Transpro, Inc. (the"Company") designs, manufactures and marketsradiators, radiator cores, heater cores, air conditioning parts(including condensers, compressors, accumulators and evaporators) andother heat transfer products for the automotive and light truckaftermarket. In addition, the Company designs, manufactures anddistributes radiators, radiator cores, charge air coolers, oil coolersand other specialty heat exchangers for original equipmentmanufacturers ("OEMs") of heavy trucks andindustrial and off-highway equipment and the heavy duty heat exchangeraftermarket. A description of the particular products manufactured andthe services performed by the Company in each of its market segments isset forth below.

Origins of the Business

TheCompany's origins date back to 1915 when a predecessor of theCompany's former G&O division commenced operations in NewHaven, Connecticut as a manufacturer of radiators for custom builtautomobiles, fire engines and original equipment manufacturers. AllenTelecom Inc. ("Allen," formerly The AllenGroup Inc.) acquired G&O in 1970 as part of its strategy to becomea broad-based automotive supplier. The Company's GO/DANIndustries ("GDI") division was formed in1990 when Allen contributed a portion of its G&O division and otherassets, which together represented all of Allen's aftermarketradiator business, and Handy & Harman contributed substantially allof the assets of its then wholly-owned subsidiaries, Daniel RadiatorCorporation, Jackson Industries, Inc., Lexington Tube Co., Inc. and USAuto Radiator Manufacturing Corporation, to form a 50/50 joint venturepartnership.

In 1995, Allen contributed all of the assets andliabilities of G&O, its specialty fabricated metal productsbusiness and Allen's interest in GDI to the Company. Immediatelythereafter, Allen caused GDI to redeem Handy & Harman'sownership interest in GDI. On September 29, 1995, Allen spun off theCompany to Allen's stockholders. The Company added replacementautomotive air conditioning condensers to its aftermarket product linewith the acquisition of substantially all of the assets, and theassumption of certain liabilities, of Rahn Industries effective August1996. The Company added other replacement automotive air conditioningparts to its aftermarket product line with the acquisition of theoutstanding stock of Evap, Inc., which subsequently became Ready-Aire,in a purchase transaction effective August 1, 1998. The Company addedre-manufactured automotive air conditioning compressors to itsaftermarket product line with the acquisition of the outstanding stockof A/C Plus, Inc. in a purchase transaction effective February 1, 1999,which became part of Ready-Aire.

In 1999, the Company decided toconcentrate its efforts on its heating and cooling systems business. Asa result, effective May 5, 2000, the Company sold substantially all ofthe assets and liabilities of its Crown Specialty Metal Fabricationbusiness to Leggett & Platt, Incorporated.

On December 27,2002, the Company acquired certain assets of Fedco AutomotiveComponents Company ("Fedco"), based inBuffalo, New York, a wholly owned subsidiary of Tomkins PLC. Thisacquisition strengthened the Company's position in the heatercore market and provided the Company with a new major customer, thecapability to produce aluminum heaters in-house and the ability tomaximize the benefits generated by its in-house production ofcopper/brass heater cores at its Mexico plant.

CurrentStructure

The Company is organized into two strategic businessgroups ("SBG") based on the type of customerserved — Automotive and Light Truck and Heavy Duty. TheAutomotive and Light Truck SBG is comprised of a heat exchanger unitand a temperature control unit. The heat exchanger unit was previouslythe largest portion of GDI while Ready-Aire represents the temperaturecontrol business. The Heavy Duty SBG consists of both an OEM andaftermarket unit. The OEM unit reflects the G&O business while theaftermarket was included in GDI. In conjunction with its internalreorganization in 2002, the Company also commenced a program tode-emphasize the use of the former business names 

1

----

(GDI, G&O, EVAP and AC Plus) and have allproduct names, including the well-known trade names Ready-Rad®Radiators, Ready-Aire® Heater Core and Air Conditioning Condensers,Ready-Aire® Temperature Control Products, Ready-Core® RadiatorCores, Ultra-Fused® Radiators and Ultra-Seal® Charge AirCoolers, associated with Transpro, Inc.

Markets

Theautomotive and heavy truck parts industries target two distinctmarkets, the aftermarket and the OEM market. The products and servicesused to maintain and repair automobiles, vans, light trucks and heavytrucks, as well as accessories not supplied with such vehicles whenmanufactured, form the respective automotive and heavy truckaftermarkets. The manufacture of individual component parts for use inthe original equipment manufacturing process of automobiles, vans andlight trucks forms the automotive OEM market and the manufacture ofindividual components for use in the original equipment manufacturingprocess of heavy trucks and other heavy equipment forms the heavy dutyOEM market. The Company sells its products and services principally tothe automotive and heavy duty aftermarkets, as well as the heavy dutyOEM market.

Principal Products and Services

The Companydesigns, manufactures and markets radiators, radiator cores, heatercores, air conditioning parts (including condensers, compressors,accumulators and evaporators) and other heat transfer products for theautomotive and light truck aftermarket. In addition, the Companydesigns, manufactures and distributes radiators, radiator cores, chargeair coolers, charge air cooler cores, oil coolers and other specialtyheat exchangers for OEMs of heavy trucks and industrial and off-highwayequipment and the heavy truck and industrial product aftermarket. Adescription of the particular products manufactured and the servicesperformed by the Company in each of its market segments is set forthbelow.

Automotive and Light Truck Products

The Companyprovides one of the most extensive product ranges of high-qualityradiators, radiator cores, heater cores, and air conditioningcondensers, compressors and parts to the automotive and light truckaftermarket. The Company's primary radiator (both aluminum andcopper/brass) and copper/brass heater manufacturing facility in NuevoLaredo, Mexico is ISO 9001:2000 certified, which is an internationallyrecognized verification system for quality management. In addition toits standard models, the Company can produce and deliver special orderstypically within 24 hours through its nine regional plants and thirtyeight branch locations.

The purpose of a radiator is to cool theengine. A radiator acts as a heat exchanger, removing heat from enginecoolant as it passes through the radiator. The construction of aradiator usually consists of: the radiator core, which consists ofcoolant-carrying tubes and a large cooling area often made up of metalfins; a receiving (inlet) tank; a dispensing (outlet) tank; and sidecolumns. In operation, coolant is pumped from the engine to the inlettank where it spreads through the tubes. As the engine coolant passesthrough the tubes, it loses its heat to the air stream through the finsconnected to the tubes. After passing through the tubes, the reducedtemperature coolant enters the outlet tank and is then re-circulatedthrough the engine.

Complete Radiators.    TheCompany's lines of complete radiators are produced for automobileand light and heavy truck applications and consist of more than 800models, which are able to service approximately 95% of theautomobiles and light trucks in the United States. The Company hasestablished itself as an industry leader with its well-recognized lineof Ready-Rad® radiators. The Ready Rad® Plus line withadaptable fittings has become popular because of its ability to fit therequirements of a broad line of vehicles, enabling distributors toservice a larger number of vehicles with lower inventory levels. During2001, the Company acquired the capability to produce aluminum radiatorcores in-house, which capability was expanded in 2003.

TheCompany introduced its Ready Rad® Heatbuster("Heatbuster") line of complete radiators in1994. This line of replacement radiators is specially designed toprovide approximately 20% more cooling 

2

----

capability than a standard radiator. TheHeatbuster line is an ideal replacement radiator for vehicles, whichare used for towing, hauling, plowing, or off-highway purposes, and asa result, it has been particularly popular in the growing light truckand SUV segments of the automotive fleet.

RadiatorCores.    A radiator core is the largest and most expensivecomponent of a complete radiator. The Company's Ready-Core®line consists of 2,500 models of radiator cores for automobiles andlight trucks. Given the wide range of cores required by today'sautomobile and truck fleet, there are many times when a specific coreis not readily available. In these cases, the Company can produce a newcore, on demand, within several hours. The Company is able to providesame day or next day service to virtually the entire United Statesusing its nine strategically positioned regional manufacturingplants.

Heater Cores.    The Company produces morethan 350 different heater core models for domestic and foreign cars andlight trucks, which cover the requirements of more than 95% ofthe automobiles and light trucks on the road today. A heater core ispart of a vehicle's heater system through which heated coolantfrom the engine cooling system flows. The warm air generated as theliquid flows through the heater core is then propelled into thevehicle's passenger compartment by a fan.

TheCompany's Ready-Aire® line of heater cores is recognized asan industry leader and its models utilize both cellular and tubulartechnology. Traditional heater cores utilize folded metal cellularconstruction to transport coolant through the unit, while the moremodern models transport coolant through tubes. The Company introducedits tubular CT Ready-Aire® line of heater cores in 1988.

With the acquisition of Fedco, the Company added in-house aluminumheater core manufacturing capability in Buffalo, New York, whichallowed the Company to consolidate and expand its existing copper/brassmanufacturing capability at its Nuevo Laredo, Mexico plant. Thisintegration process was completed by mid-2003 and resulted in thecreation of "Centers of Excellence" forheater production in both Buffalo and in Mexico.

AirConditioning Compressors.    The Company distributes more than1,100 models of new and re-manufactured air conditioning compressorsfor domestic and import applications in the automotive and light truckaftermarkets. The compressor is designed to compress low-pressure vaporrefrigerant, which is drawn from the evaporator into a high-pressuregas, and then pumped to the condenser.

Air ConditioningCondensers.    Air conditioning condensers are a component of avehicle's air conditioning system designed to convert the airconditioner refrigerant from a high-pressure gas to a high-pressureliquid by passing it through the air-cooled condenser. More than 400condenser part numbers are currently cataloged and distributed underthe Ready-Aire® brand.

Air ConditioningAccumulators.    The Company offers over 600 accumulator models.Accumulators act as a reservoir that prevents liquid refrigerant fromreaching the compressor. The accumulator uses a drying agent to removemoisture from the system and a filter screen to trap any solidcontaminants.

Air Conditioning Evaporators.    TheCompany offers over 600 evaporator models. Automotive air conditioningevaporators are designed to remove heat from the passenger compartment.The core is generally located under the dashboard or adjacent to thefirewall and functions as a heat exchanger by passing low pressureliquid refrigerant through its passageways and forcing warm air fromthe passenger compartment over the core. The refrigerant becomes alow-pressure vapor and is then re-compressed by the compressor andre-circulated.

Air Conditioning Parts andSupplies.    The Company sells an extensive line of other airconditioning parts and supplies. These other component parts includedriers, hose and tube assemblies, blowers and fan clutches.

Heavy Duty Products

The Company designs, manufactures andmarkets radiators, radiator cores, charge air coolers, charge aircooler cores and engine cooling systems to OEM's in the heavyduty equipment market and customers in the heavy duty aftermarket. Allproducts are custom designed and produced to support a variety ofunique engine cooling configurations for heavy-duty trucks, buses,specialty equipment and industrial applications such as constructionand military vehicles and stationary power generation equipment. TheCompany's Jackson, Mississippi OEM production facility is ISO9001:2000 certified.

3

----

Complete Radiators.    TheCompany custom designs, manufactures and sells a wide range of heavyduty radiator models to meet customer specifications. Certain of theCompany's radiators are sold under the widely-recognizedUltra-Fused® brand name, utilizing welded tube-to-header coreconstruction and are expressly engineered to meet customerspecifications and withstand a variety of demanding customerapplications.

Radiator Cores.    Heavy truck andindustrial radiator cores are constructed of extremely durablecomponents in order to meet the demands of the heavy duty commercialmarketplace. The Company carries approximately 7,100 models of heavyduty radiator cores to serve many different needs in a variety ofmarkets. In addition, the Company produces "specialorder" radiator cores upon request from customers. A heavytruck or industrial radiator core is normally much larger than anautomotive core and typically sells for three to four times the priceof an automotive core. Production of heavy duty replacement radiatorcores occurs at the Company's nine regional plants and at itsJackson, Mississippi OEM facility.

Charge Air Coolers andCores.    The Company offers its OEM customers a wide range ofcustom-designed charge air cooler models. A charge air cooler is a heatexchanger that is used to lower the temperature of air from aturbocharger that will be used in the engine combustion process, thusimproving engine operating efficiency and lowering emissions. TheCompany believes that the demand for charge air coolers will continueto increase as the Company's customers face increasing pressureto produce vehicles and equipment that are more fuel efficient and lesspolluting. The Company has received four U.S. patents and numerousforeign patents relating to its proprietary Ultra-Seal® grommetedcharge air cooler. This product offers significant improvements inperformance and exceeds current industry guidelines for durability.Charge air coolers and replacement charge air cooler cores are alsosold through the heavy duty aftermarket.

Engine CoolingSystems.    The Company offers many different configurations ofcustom engine cooling systems to OEMs depending on customerrequirements. These systems typically consist of a radiator and chargeair cooler plus ancillary components to suit each OEM requirement.Additional components in such systems may include an air conditioningcondenser, oil or fuel cooler, fan, fan shroud, fan guards, hoses andpiping. The Company has experienced a significant OEM interest and anemerging preference towards the supply of complete cooling systems.

Financial Information About Industry Segments, Export Sales andDomestic and Foreign Operations

The Company operates in twobusiness segments in line with its Strategic Business Groups —Automotive and Light Truck and Heavy Duty. Applicable segmentinformation appears in Note 16 of the Notes to Consolidated FinancialStatements contained in Item 8 of this Report. Export sales from NorthAmerica and sales to any one foreign country were below 10% ofnet trade sales in the years ended December 31, 2003, 2002 and2001.

Customers

The Company sells its products andservices to a wide variety and large number of industrial and othercommercial customers. The Company sells its automotive and light truckproducts to national retailers of aftermarket automotive products (suchas AutoZone, Advance Auto Parts, Pep Boys, CSK and O'Reilly),warehouse distributors, radiator shops, hard parts jobbers (includingCarquest, Aftermarket AutoParts Alliance and NAPA, the Automotive PartsGroup of Genuine Parts Company) and other manufacturers. The Companysupplies heavy-duty heat transfer systems to OEMs of heavy duty trucksand other vehicles, such as Paccar, Monaco Coach and Oshkosh TruckCorporation, and OEMs of industrial and off-highway equipment, such asCummins Power Generation, as well as to the heavy truck and industrialequipment aftermarkets.

The Company's largest customerduring 2003, 2002 and 2001 was AutoZone. AutoZone accounted forapproximately 20%, 21% and 19% of net sales for2003, 2002 and 2001, respectively. In addition, Advance Auto Partsaccounted for approximately 12% of net sales in 2003. No othercustomer individually represented more than 10% of net tradesales in any of the years reported. The loss of either of the majorcustomers could have a material adverse effect on the Company'sresults of operations.

4

----

Sales and Marketing

The Companymaintains a separate sales and marketing department for its aftermarketand OEM customer groups. By focusing its sales effort at the customerclass level, the Company enables its sales staff to develop a thoroughunderstanding of technical and production capabilities and overallmarket in which such customer class operates. The Company hasapproximately 150 individuals involved in sales and marketing efforts.The Company also utilizes independent manufacturers' salesrepresentatives to aid in its outside sales efforts in the aftermarketchannels.

Competition

The Company faces significantcompetition within each of the markets in which it operates. In itsAutomotive and Light Truck product lines, the Company believes that itis among the major manufacturers and that competition is widelydistributed. The Company competes with the national producers of heattransfer products, such as Modine Manufacturing("Modine"), Visteon, internal operations ofthe OEMs, offshore suppliers and, to a lesser extent, local andregional manufacturers. The Company's primary competition in theair conditioning replacement parts business includes Four Seasons, adivision of Standard Motor Products, Visteon, Jordan Industries,offshore suppliers and numerous regional operators. The Company'sprincipal methods of competition include product design, performance,price, customer service, warranty, product availability and timelydelivery.

With respect to its heavy duty OEM business, theCompany competes with international producers of heat transferproducts, such as Modine, Valeo Engine Cooling Systems and Behr GmbH& Co. The Company principally competes for new business both at thebeginning of the development phase or offering of a new model and uponthe redesign of existing models used by its major customers. New modelheavy duty truck development generally begins two to three years priorto the marketing of the vehicle to the public. Once a producer has beendesignated to supply components to a new program, an OEM will generallycontinue to purchase those components from the designated producer forthe life of the program. Other heavy duty product development cyclesrange from six months to three years. The primary competitors in theheavy duty aftermarket are regional manufacturers.

IntellectualProperty

The Company owns a number of foreign and U.S. patentsand trademarks. The patents expire on various dates from 2009 to 2019.In general, the Company's patents cover certain of its radiator,heater, charge air cooler and air conditioning accumulatormanufacturing processes. The Company has entered into licensing andother agreements with respect to certain patents, trademarks andmanufacturing processes it uses in the operation of its business. TheCompany believes that it owns or has rights to all patents and othertechnology necessary for the operation of its business. The Companydoes not consider any single patent or trademark or group of patents ortrademarks to be material to its business as a whole.

RawMaterials and Suppliers

The principal raw materials used by theCompany in its Automotive and Light Truck and Heavy Duty product linesare copper, brass and aluminum. Although copper, brass, aluminum andother primary materials are available from a number of vendors, theCompany has chosen to concentrate its sources with a limited number oflong-term suppliers. The Company believes this strategy results inpurchasing and operating economies. Outokumpu, a Swedish corporation,supplied the Company with approximately 100% of its copper andbrass requirements in 2003, 2002 and 2001. The Company sourced most ofits aluminum needs from Alcoa Inc. during 2003, 2002 and 2001. TheCompany has not experienced any significant supply problems for thesecommodities and does not anticipate any significant supply problems inthe foreseeable future.

The Company typically executes purchaseorders for its anticipated copper and brass requirements three to ninemonths prior to the actual delivery date. The purchase price for suchcopper and brass is established at the time orders are placed by theCompany and not at the time of delivery. In periods of abnormally highcommodity market prices, the Company will place orders only for itscurrent requirements.

5

----

Backlog

Backlog consists primarilyof product orders for heavy duty OEM products for which a customerpurchase order has been received and is scheduled for shipment within12 months. Since orders may be rescheduled or canceled, backlog doesnot necessarily reflect future sales levels. Backlog was approximately$4.1 million at December 31, 2003, as compared to $3.0 million atDecember 31, 2002. The Automotive and Light Truck SBG typicallyoperates on a short lead time order basis. As such, backlog is notindicative of future overall sales levels.

Seasonality

The Company experiences stronger second and third quarters andweaker first and fourth quarters due to the operating results of theAutomotive and Light Truck SBG and the heavy duty aftermarket unit.Higher sales are reported during the spring and summer months, as thedemand for replacement radiators and air conditioning parts andsupplies increases, while lower sales levels are reported during thefall and winter months when only the heater core product line is insignificant demand. Historically, the Heavy Duty SBG has experienced adecrease in revenues and operating income during the fourth quarter asresults are affected by scheduled customer plant shutdowns for theholiday season. The acquisition of Fedco's heater core businessin 2002 provided additional sales which are counter seasonal to theCompany's historic business performance.

Research andDevelopment

Research and development expenses, which wereprimarily within our Heavy Duty SBG, were approximately $0.5 million,$0.4 million, and $0.2 million, in 2003, 2002 and 2001,respectively.

Employees

At December 31, 2003, theCompany had 1,601 employees. Of these employees, 782 were covered bycollective bargaining agreements. The Company's collectivebargaining agreements are independently negotiated at eachmanufacturing facility and expire on a staggered basis. Of theCompany's unionized employees, 67% are employed at theCompany's Mexico plant and are represented by a local Mexicanlabor union. The Company has successfully re-negotiated collectivebargaining agreements over the last several years and feels laborrelations are good, although there can be no assurance that the Companywill not experience work stoppages in the future.

EnvironmentalMatters

As is the case with manufacturers of similar products,the Company uses certain hazardous substances in its operations,including certain solvents, lubricants, acids, paints and lead, and issubject to a variety of environmental laws and regulations governingdischarges to air and water, the handling, storage and disposal ofhazardous or solid waste materials and the remediation of contaminationassociated with releases of hazardous substances. These laws includethe Resource Conservation and Recovery Act (as amended), the Clean AirAct (as amended), the Clean Water Act of 1990 (as amended) and theComprehensive Environmental Response, Compensation and Liability Act(as amended). The Company believes that, as a general matter, itspolicies, practices and procedures are properly designed to reasonablyprevent risk of environmental damage and financial liability to theCompany. On January 27, 2003, the Company announced that it had signeda Consent Agreement with the State of Connecticut Department ofEnvironmental Protection. Under the agreement the Company willvoluntarily initiate the investigation and cleanup of environmentalcontamination on property occupied by a wholly owned subsidiary of theCompany over 20 years ago. The Company believes there will not be amaterial adverse impact to its financial results due to theinvestigation and cleanup activities. The Company also believes it isreasonably possible that environmental related liabilities might existwith respect to other industrial sites formerly occupied by theCompany. Based upon information currently available, the Companybelieves that the cost of any potential remediation for which theCompany may ultimately be responsible will not have a material adverseeffect on the consolidated financial position, results of operation orliquidity of the Company.

6

----

The Company currently does not anticipateany material adverse effect on its consolidated results of operations,financial condition or competitive position as a result of compliancewith federal, state, local or foreign environmental laws orregulations. However, risk of environmental liability and chargesassociated with maintaining compliance with environmental laws isinherent in the nature of the Company's business and there is noassurance that material environmental liabilities and compliancecharges will not arise.

Available Information

TheCompany periodically files reports with the Securities and ExchangeCommission. Copies of any filing may be obtained at no charge byvisiting the Company's website at www.transpro.com, theSEC's website at www.sec.gov or by writing to Investor RelationsDepartment, Transpro, Inc., 100 Gando Drive, New Haven, Connecticut06513.

ITEM 2.    PROPERTIES

TheCompany maintains its corporate headquarters in New Haven, Connecticutand conducts its operations through the following principalfacilities:

|                           |  |                          |         |              |  |             |        |                 |  |                                                                                                            |  |         |  |  |  |  |  |  |
|---------------------------|--|--------------------------|---------|--------------|--|-------------|--------|-----------------|--|------------------------------------------------------------------------------------------------------------|--|---------|--|--|--|--|--|--|
| Location                  |  | ApproximateSquareFootage |         | Owned/Leased |  | ProductLine |        | LeaseExpiration |
| Memphis,Tennessee         |  |                     | 234,200 |         |  |        | Leased |            |  | Distributionand warehouse for heat exchangeproducts                                                        |  | 2007    |
| Arlington,Texas           |  |                     | 175,000 |         |  |        | Leased |            |  | Manufacture ofremanufactured air conditioning compressors, air conditioning parts andsupplies              |  | 2012    |
| Nuevo Laredo,Mexico       |  |                     | 158,000 |         |  |        | Leased |            |  | Manufacture of heatexchange products                                                                       |  | 2005    |
| Jackson,Mississippi       |  |                     | 135,900 |         |  |        | Owned  |            |  | Manufacture of heavyduty heat exchange products                                                            |  | — |
| Laredo,Texas              |  |                     | 102,800 |         |  |        | Leased |            |  | Warehouse of heat exchangeproducts, manufacture of tubes for aftermarketradiators                          |  | 2009    |
| Buffalo, New York         |  |                     | 95,000  |         |  |        | Leased |            |  | Manufacture of heat exchangeproducts                                                                       |  | 2004    |
| New Haven, Connecticut(1) |  |                     | 74,000  |         |  |        | Leased |            |  | Corporateheadquarters, manufacture of tubes for aftermarket and originalequipment radiators, test facility |  | 2009    |
| Dallas,Texas              |  |                     | 50,100  |         |  |        | Leased |            |  | Manufacture of heavy dutyheat exchangeproducts                                                             |  | 2006    |
|                           |

|  |
|--|
|  |  |
|  |

| (1) | OnMay 1, 2003, the Company completed the sale of its headquartersfacility. In conjunction with the sale, the Company entered into asix-year lease for the office, test lab and tube mill space, which itcurrently occupies. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

The Company believes its property andequipment are in good condition and suitable for its needs. The Companyhas sufficient capacity to increase production with respect to itsreplacement radiator and original equipment product lines and its airconditioning replacement parts business. In its Automotive and LightTruck SBG, the Company maintains a nationwide network of thirty eightbranch locations, which enable the Company to provide its customers,generally, with same day delivery service. In the Heavy Duty SBG, theaftermarket is also served through nine regional manufacturing plants.All of these branch and plant facilities are leased and vary in sizefrom 6,000 square feet to 20,000 square feet. Information aboutlong-term lease commitments appears in Note 15 of the Notes toConsolidated Financial Statements contained in Item 8 of thisReport.

ITEM 3.    LEGAL PROCEEDINGS

Various legal actions are pending against or involve the Company inthe ordinary course of business with respect to such matters as productliability, casualty and employment-related claims.

7

----

Pursuant to an Agreement and Plan of Mergerdated July 23, 1998 (the "PurchaseAgreement"), the Company acquired from Paul S. Wilhide("Wilhide") all of the common stock of EVAP,Inc. The consideration for this transaction was a payment of $3 millionin cash, the issuance of 30,000 shares of the Company's Series BConvertible Redeemable Preferred Stock (the "ConvertibleShares"), and the potential for an"earn-out" payment to Wilhide based on acalculation relating to EVAP's performance during the years 1999and 2000. There is presently a dispute between the Company and Wilhiderelating to the calculation of the earn-out. Wilhide claims that thevalue of his earn-out is $3.75 million, while the Company believes thatWilhide is not entitled to any earn-out. Under the payout formula inthe Purchase Agreement, any earn-out may be payable to Wilhide in cash.The Purchase Agreement includes an arbitration provision and thearbitration is currently proceeding before an arbitrator in Ft. Worth,Texas. While the arbitration schedule has not been finalized, it isanticipated that the arbitration hearing will occur in the last quarterof 2004, with a decision to be rendered by the first quarter of 2005.The Company intends to vigorously defend this matter. Depending on theamount and timing, an unfavorable resolution of this matter couldmaterially affect the Company's consolidated financial position,future operations or cash flows in a particular period.

ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

No matters were submitted to a vote of securityholders during the fourth quarter of the year ended December 31,2003.

Executive Officers of theRegistrant:

|                      |  |     |  |                        |  |                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |  |
|----------------------|--|-----|--|------------------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--|--|--|--|
| Name                 |  | Age |  | Servedas Officer Since |  | Position or Office with the Company &Business Experience During Past Five-YearPeriod                                                                                                                                                                                     |
| Charles E.Johnson    |  | 58  |  | March2001              |  | President,Chief Executive Officer and Director of Transpro, Inc., since 2001;Chief Executive Officer of Canadian General-Tower, Ltd., 1997 through2001 and, from 1996 President and Director; President and ChiefOperating Officer of Equion Corporation, 1993 through1996.  |
| Jeffrey L. Jackson   |  | 56  |  | August1995             |  | Vice President, Human Resources and Process of Transpro,Inc., since July 2001; Vice President, Human Resources of Transpro,Inc., 1995 to July 2001.                                                                                                                          |
| Richard A.Wisot      |  | 58  |  | June 2001              |  | Vice President, Treasurer,Secretary and Chief Financial Officer of Transpro, Inc. since 2001;Vice President, Treasurer and Chief Financial Officer of Ecoair Corp.,1997 through 2001; Vice President, Controller, Chief Accounting Officerof Echlin Inc., 1990 through 1996. |
| David J.Albert       |  | 56  |  | June 2001              |  | Vice President, Operationsof Transpro, Inc., since 2001; President and Chief Executive Officer ofHayden Industrial Products from 1996 through2000.                                                                                                                           |
| Kenneth T. Flynn,Jr. |  | 54  |  | September 2001         |  | Vice President andCorporate Controller of Transpro, Inc. since 2001; Consultant, 1999through 2000; Vice President and Corporate Controller of Echlin Inc.1997 through 1999; Assistant Corporate Controller of Echlin Inc. 1985through 1997.                                  |
|                      |

All officers are elected bythe Board of Directors.

8

----

PART II

ITEM 5.    MARKET FORREGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES

TheCompany's common stock is traded on the American Stock Exchange.The number of beneficial holders of the Company's common stock asof the close of business on March 1, 2004, was approximately 3,200.Information regarding per share market prices for the Company'scommon stock is shown below for 2003 and 2002. Market prices are thedaily high and low sales prices quoted on the American Stock Exchange(AMEX) and the New York Stock Exchange (NYSE). The Company'scommon stock was approved for listing on the AMEX effective Monday,October 13, 2003. The Company discontinued trading its common stock onthe NYSE at the close of the market on Friday, October 10, 2003. TheCompany's decision to list on the AMEX was taken to address itsnon-compliance with the NYSE's market capitalization andstockholders' equityrequirements.

|                              |  |                            |        |             |  |            |        |            |  |        |        |        |  |        |        |        |  |  |
|------------------------------|--|----------------------------|--------|-------------|--|------------|--------|------------|--|--------|--------|--------|--|--------|--------|--------|--|--|
|                         |  | YearEnded December 31,2003 |
|                         |  | 1stQuarter                 |        | 2nd Quarter |  | 3rdQuarter |        | 4thQuarter |
| Market price of commonstock: |  |                       |   |        |  |       |   |       |  |   |   |   |  |   |   |   |
| High                         |  | $                          | 6.20   |        |  | $          | 5.25   |       |  | $      | 4.65   |   |  | $      | 4.69   |   |
| Low                          |  | $                          | 4.10   |        |  | $          | 3.25   |       |  | $      | 3.51   |   |  | $      | 3.26   |   |
|                              |

|                              |  |                            |        |             |  |            |        |            |  |        |        |        |  |        |        |        |  |  |
|------------------------------|--|----------------------------|--------|-------------|--|------------|--------|------------|--|--------|--------|--------|--|--------|--------|--------|--|--|
|                         |  | YearEnded December 31,2002 |
|                         |  | 1stQuarter                 |        | 2nd Quarter |  | 3rdQuarter |        | 4thQuarter |
| Market price of commonstock: |  |                       |   |        |  |       |   |       |  |   |   |   |  |   |   |   |
| High                         |  | $                          | 4.32   |        |  | $          | 6.45   |       |  | $      | 6.50   |   |  | $      | 6.26   |   |
| Low                          |  | $                          | 3.00   |        |  | $          | 4.25   |       |  | $      | 4.90   |   |  | $      | 4.25   |   |
|                              |

TheCompany discontinued its quarterly common stock cash dividend inSeptember 2000. Under the provisions of the Loan Agreement entered intoon January 4, 2001, the Company is prohibited from paying common stockdividends.

9

----

ITEM 6.    SELECTED FINANCIALDATA

The following selected financial data should beread in conjunction with "Item 7 —Management's Discussion and Analysis of Financial Condition andResults of Operations" and "Item 8 —Financial Statements and Supplementary Data." The Companysold its Specialty Metal Fabrication segment effective May 5, 2000.Results of operations prior to the sale have been shown as income fromdiscontinued operations in the consolidated financialstatements.

|                                                                                     |  |                                 |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |        |         |        |  |  |
|-------------------------------------------------------------------------------------|--|---------------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|--------|--|--|
|                                                                                |  | YearEnded December31,           |
|                                                                                |  | 2003                            |         | 2002    |  | 2001   |         | 2000    |  | 1999   |
|                                                                                |  | (inthousands, except sharedata) |
| Statement of operationsdata:(1)                                                     |  |                            |    |    |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |   |
| Netsales                                                                            |  | $                               | 228,704 |    |  | $      | 230,565 |    |  | $      | 203,312 |    |  | $      | 203,320 |    |  | $      | 205,563 |   |
| Grossmargin(2)                                                                      |  |                            | 37,667  |    |  |   | 46,250  |    |  |   | 27,401  |    |  |   | 28,404  |    |  |   | 44,026  |   |
| Restructuringand other specialcharges                                               |  |                            | 1,490   |    |  |   | 1,334   |    |  |   | 3,632   |    |  |   | 1,407   |    |  |   | 325     |   |
| (Loss)income from continuing operations before cumulative effect ofaccountingchange |  |                            | (4,536  | )  |  |   | 6,659   |    |  |   | (20,838 | )  |  |   | (9,234  | )  |  |   | 5,099   |   |
| Cumulativeeffect of accounting change, net oftax                                    |  |                            | — |    |  |   | (4,671  | )  |  |   | — |    |  |   | — |    |  |   | — |   |
| Incomefrom discontinued operation, net oftax                                        |  |                            | — |    |  |   | — |    |  |   | — |    |  |   | 440     |    |  |   | 1,717   |   |
| Gainon sale of discontinued operation, net oftax                                    |  |                            | — |    |  |   | — |    |  |   | — |    |  |   | 6,002   |    |  |   | — |   |
| Net(loss)income                                                                     |  |                            | (4,536  | )  |  |   | 1,988   |    |  |   | (20,838 | )  |  |   | (2,792  | )  |  |   | 6,816   |   |
| Basic(loss) income per commonshare:                                                 |  |                            |    |    |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |   |
| Continuingoperations                                                                |  | $                               | (0.65   | )  |  | $      | 0.94    |    |  | $      | (3.17   | )  |  | $      | (1.43   | )  |  | $      | 0.77    |   |
| Cumulative effect of accountingchange                                               |  |                            | — |    |  |   | (0.67   | )  |  |   | — |    |  |   | — |    |  |   | — |   |
| Discontinuedoperation                                                               |  |                            | — |    |  |   | — |    |  |   | — |    |  |   | 0.07    |    |  |   | 0.26    |   |
| Gainon sale of discontinuedoperation                                                |  |                            | — |    |  |   | — |    |  |   | — |    |  |   | 0.91    |    |  |   | — |   |
| Diluted(loss) income per commonshare(3):                                            |  |                            |    |    |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |   |
| Continuingoperations                                                                |  | $                               | (0.65   | )  |  | $      | 0.94    |    |  | $      | (3.17   | )  |  | $      | (1.43   | )  |  | $      | 0.72    |   |
| Cumulativeeffect of accountingchange                                                |  |                            | — |    |  |   | (0.66   | )  |  |   | — |    |  |   | — |    |  |   | — |   |
| Discontinuedoperation                                                               |  |                            | — |    |  |   | — |    |  |   | — |    |  |   | 0.07    |    |  |   | 0.24    |   |
| Gainon sale of discontinuedoperation                                                |  |                            | — |    |  |   | — |    |  |   | — |    |  |   | 0.91    |    |  |   | — |   |
| Cashdividends per commonshare                                                       |  |                            | — |    |  |   | — |    |  |   | — |    |  |   | 0.10    |    |  |   | 0.20    |   |
| Balancesheetdata:                                                                   |  |                            |    |    |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |   |
| Workingcapital(4)                                                                   |  | $                               | 23,028  |    |  | $      | 32,807  |    |  | $      | 31,505  |    |  | $      | 44,742  |    |  | $      | 80,510  |   |
| Totalassets                                                                         |  |                            | 157,178 |    |  |   | 160,966 |    |  |   | 129,683 |    |  |   | 156,967 |    |  |   | 176,293 |   |
| Long-termdebt                                                                       |  |                            | 1,306   |    |  |   | 7,267   |    |  |   | 7,998   |    |  |   | 5,234   |    |  |   | 61,928  |   |
| Totaldebt                                                                           |  |                            | 50,944  |    |  |   | 59,596  |    |  |   | 37,663  |    |  |   | 45,323  |    |  |   | 61,928  |   |
| Stockholders'equity                                                                 |  |                            | 43,620  |    |  |   | 48,238  |    |  |   | 48,965  |    |  |   | 71,477  |    |  |   | 75,422  |   |
|                                                                                     |

|  |
|--|
|  |  |
|  |

| (1) | Certainprior period amounts have been reclassified to conform with the currentyear presentation. |
|-----|--------------------------------------------------------------------------------------------------|

| (2) | Gross marginincludes $0.5 million and $0.9 million of restructuring charges in 2002and 2001, respectively. |
|-----|------------------------------------------------------------------------------------------------------------|

| (3) | During 2003,2001 and 2000, the weighted average number of shares of common stockoutstanding used for basic earnings per share was also used incomputing diluted earnings per share due to the anti-dilutive impact ofcommon share equivalents on the loss per common share. |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (4) | Working capital represents the excess ofcurrent assets over current liabilities. In 2003, 2002, 2001 and 2000,borrowings under the Revolving Credit facility are reflected as currentliabilities. |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

10

----

ITEM7.    MANAGEMENT'S DISCUSSION AND ANALYSISOF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The Company designs, manufactures and marketsradiators, radiator cores, heater cores, air conditioning parts(including condensers, compressors, accumulators and evaporators) andother heat transfer products for the automotive and light truckaftermarket. In addition, the Company designs, manufactures anddistributes radiators, radiator cores, charge air coolers, oil coolersand other specialty heat exchangers for original equipmentmanufacturers ("OEMs") of heavy trucks andindustrial and off-highway equipment and the heavy duty heat exchangeraftermarket.

The Company is organized into two strategicbusiness groups based upon the type of customer served —Automotive and Light Truck and Heavy Duty. Management evaluates theperformance of its reportable segments based upon operating income(loss) before taxes as well as cash flow from operations which reflectsoperating results and asset management.

In order to evaluatemarket trends and changes, management utilizes a variety of economicand industry data including miles driven by vehicles, average age ofvehicles, gasoline usage and pricing and automotive and light truckvehicle population data. In the heavy duty segment, we also utilizeClass 7 and 8 truck production data and industrial and off-highwayequipment production.

Management looks to grow the businessthrough a combination of internal growth, including the addition of newcustomers and new products, and strategic acquisitions. At the end of2002, the Company acquired certain assets of Fedco AutomotiveComponents Company. This acquisition strengthened our position in theheater core market, provided the Company with a new major customer,provided the capability for in-house production of aluminum heaters andallowed us to maximize the benefits generated by the in-houseproduction of copper/brass heaters at our Mexican plant.

During2003, the Company completed the $7.0 million restructuring program thatit had commenced during the third quarter of 2001. The program wasdesigned around business initiatives to improve the Company'soperating performance, including the redesign of our distributionsystem, headcount reductions, the transfer of production betweenmanufacturing facilities and a reevaluation of our product offerings.The Company also added approximately $0.9 million of new restructuringprograms in 2003 to include the relocation of Fedco's inventoryand machinery to Mexico and salaried headcount reductions made in orderto lower overall operating costs. Total restructuring and other specialcharges, including amounts charged to cost of sales, of $1.5 million,$1.8 million and $4.6 million were recorded during 2003, 2002 and 2001,respectively. While the Company has begun to see benefits from theseinitiatives in its 2003 results, management believes that they willserve as a foundation for improvements expected in 2004.

Results of Operations

Comparison of Year Ended December31, 2003 to 2002

For the year ended December 31, 2003, netsales were $228.7 million, 0.8% lower than the $230.6 millionreported in 2002. Sales for the Automotive and Light Truck SBG were$167.9 million, compared with net sales of $164.5 million in the sameperiod last year. Heat Exchanger product sales were 2.9% abovelast year as the impact of the acquisition of Fedco and the impact ofnew customer programs were partially offset by changes in customer mix,ongoing pricing pressure, a soft and shorter selling season and adecline in unit volume as many of our major customers took actions tolower their own inventory levels. Net sales of our Temperature Controlproducts were 3.7% below a year ago as the impact of several newcustomer programs were more than offset by an unseasonably shortselling season and changes in customer buying habits caused by theirinventory reduction efforts. As we believe we have not lost anysignificant business with the major customer group of our Automotiveand Light Truck segment, it is anticipated that 2004 should benefitfrom a return to normal customer buying habits more in line with theirproduct sell through. Heavy Duty SBG sales in 2003 of $60.8 millionwere 8.0% below the $66.0 million reported last year. Heavy DutyOEM product sales were 6.1% below those for the full year 2002,

11

----

reflecting declines experienced during thefirst three quarters of 2003 due to the phase-out of certain OEMprograms during the fourth quarter of 2002 and higher customer purchaselevels in 2002 in anticipation of changes in emission regulations whichbecame effective in the fourth quarter of 2002. In the fourth quarterof 2003, Heavy Duty OEM sales were 26.6% above the same period ayear ago primarily due to the impact of new customer programs withMonaco Coach and other existing customers. Heavy Duty Aftermarket salesfor the full year were 9.7% below those of 2002. This declinereflects the continued softness in all markets served by these productsand a declining demand for certain product categories. It isanticipated that 2004 Heavy Duty OEM sales will benefit from newcustomer programs, which have been announced, while the Heavy DutyAftermarket will make new product introductions in an effort tocontinue strengthening this business unit.

Gross margins, as apercentage of sales, were 16.5% in 2003 compared to 20.1%in 2002. Excluding the $0.5 million of restructuring charges recordedin gross margin in 2002, which were associated with the closure of amanufacturing plant in Maquoketa, Iowa, the 2002 gross marginpercentage would have been 20.3%. The year-over-year decline inthe gross margin percentage was primarily the result of productioncutbacks instituted at the Automotive and Light Truck Heat Exchangerplants. These cutbacks resulted in higher actual inventory costs at theend of 2002, which translated into an approximately $3 millionreduction in gross margin as the products were sold during the firstquarter of 2003. Start-up problems with our new aluminum tube millduring the first half of 2003, along with an increase in pricecompetition and changes in customer mix, also adversely impactedmargins for the year. In addition, during the fourth quarter of 2003,production at our Temperature Control plant was significantly cut backin response to the shorter than normal air conditioning componentsselling season, resulting in lower margins due to unabsorbed overheadcosts. These items offset the favorable impacts of the Company'scost reduction activities, which have resulted in lower product costs.The cost reductions implemented during 2003 should translate into ayear-over-year improvement in gross margins during the first quarter of2004.

Selling, general and administrative expenses in 2003 of$38.1 million were $0.7 million below the prior year. As a percentageof sales, expenses in 2003 were 16.7% compared to 16.9%in 2002. Expenses of Fedco incurred during the first quarter of 2003,prior to the completion of the integration program and higher levels ofcosts for major system improvements, have been offset by benefits ofthe Company's cost reduction initiatives along with incentive andother expense reductions reflecting the current market conditions andthe Company's financial results.

In 2003, the Companycompleted its $7.0 million restructuring program, which started in2001. Initiatives during 2003 included the closure of two regionalHeavy Duty Aftermarket plants in North Kansas City, Missouri andPhoenix, Arizona, and the closure of the Charlotte, North Carolinabranch facility. During 2003, the Company also added programs, totaling$0.9 million for the relocation of Fedco copper/brass inventory andmachinery to Mexico and a cost reduction program of salaried headcountreductions. The salaried headcount reduction actions taken during thelast three quarters of 2003 are expected to lower spending levels byapproximately $2.4 million on an annualized basis. The Company hasalready seen in its 2003 results some of the impacts of completedactions under the restructuring programs. Future benefits from theseactions will be dependent on business conditions. A summary of the 2003charge of $1.5 million, which is also discussed in Note 6 of the Notesto Consolidated Financial Statements contained in this Report, is asfollows:

|                       |  |        |       |        |  |  |
|-----------------------|--|--------|-------|--------|--|--|
| Workforcerelated      |  | $      | 922   |   |
| Facilityconsolidation |  |   | 500   |   |
| Assetwrite-downs      |  |   | 68    |   |
| Total                 |  | $      | 1,490 |   |
|                       |

Workforcerelated charges reflect the elimination of 82 salaried and hourlypositions, as a result of the closure of two Heavy Duty Aftermarketplants and salaried headcount reductions, which impacted all segmentsof the business. It is expected that cash payments related to severanceprograms will continue through the end of 2004.

12

----

The facility consolidation chargesprimarily represent costs associated with the closure of two Heavy DutyAftermarket plants and one Automotive and Light Truck branch and therelocation of the Fedco copper/brass inventory and machinery fromBuffalo to our existing facility in Mexico. Cash payments will becompleted during 2004.

In conjunction with the closure of itstwo Heavy Duty Aftermarket plants, the Company wrote down the relatedfixed assets and inventory to net realizable value.

Interestcosts in 2003 were slightly below a year ago as the impact of loweraverage interest rates offset the impact of higher average debt levels.Average interest rates under our Loan and Security Agreement withCongress Financial Corporation (New England) ("LoanAgreement"), in 2003 were 4.13% compared with6.08% in 2002 while average debt levels were $55.5 million in2003 compared with $43.3 million a year ago, excluding the impact ofthe $5.0 million Industrial Revenue Bond. Interest expense in 2003 wasalso impacted by the pay down of our Industrial Revenue Bond during thesecond quarter at the time our New Haven facility was sold anddiscounting fees associated with the Company's utilization of acustomer-sponsored vendor program administered by a financialinstitution for the collection of receivables.

The effective taxrate in both 2003 and 2002 reflects only a state and foreign provision.The tax provision in 2003 also includes a tax benefit of $1.4 millionreflecting additional refundable income taxes. These refundable taxes,which were collected during the year, resulted primarily from theCompany making tax election changes at the time of filing its 2002Federal Income Tax Return. Also included in the 2003 tax provision is abenefit of $0.1 million representing the impact of reversing a portionof the federal income tax accrual that was no longer required due tothe completion of a recent Internal Revenue Service review. As ofDecember 31, 2003, the deferred income tax valuation reserve had abalance of $8.0 million. During March 2002, tax legislation wasenacted, which included a provision that allowed pre-tax lossesincurred in 2001 and 2002 to be carried back for a period of five yearsinstead of two years. As a result, the Company recorded a tax benefitin the first quarter of 2002 of $3.8 million, which reflected areduction in the deferred income tax valuation allowance.

Results for 2002 included a charge of $4.7 million reflecting theimpact of the Company's adoption of Statement No. 142,"Goodwill and Other Intangible Assets"("SFAS 142"), as issued by the FASB in June,2001, which requires that goodwill and certain other intangible assetshaving indefinite lives no longer be amortized to earnings, but insteadbe subject to periodic testing for impairment. This charge representedthe write-off of the remaining goodwill reflected on the balancesheet.

The loss from continuing operations before the cumulativeeffect of the accounting change was $4.5 million, or $0.65 per basicand diluted share, in 2003 compared to income of $6.7 million, or $0.94per basic and diluted share, in 2002. In 2003, the net loss was $4.5million, or $0.65 per basic and diluted share, while in 2002 the netincome was $2.0 million, or $0.27 per basic and $0.28 per dilutedshare.

Comparison of Year Ended December 31, 2002 to 2001

Net sales for the year ended December 31, 2002 increased13.4% to $230.6 million compared to $203.3 million in 2001.Automotive and Light Truck SBG revenue increased 18.4% to $164.5million from $139.0 million in 2001. Heat Exchanger product sales were14.4% above 2001 primarily as a result of product lineexpansions by several of our major customers and the start-up late inthe second quarter of the year of a new customer program. Revenue fromthe Temperature Control business unit was up 56.3% reflectingthe addition of several new customers announced during the firstquarter. Heavy Duty SBG revenue in 2002 increased 2.7% to $66.0million from $64.3 million last year. Despite continued softness in themarketplace, Heavy Duty OEM sales grew 6.3%, as a result of theimpact of some minor strengthening of customer volumes. These highervolumes reflected customer purchases in anticipation of heavy truckengine changes caused by new emission regulations, which becameeffective in the fourth quarter of 2002. During the fourth quarter of2002, Heavy Duty OEM sales declined due to the planned phase out ofcertain radiator shipments to Kenworth beginning in November. In thefirst quarter of 2003, the Company announced that due to a change insourcing strategy, Kenworth had decided to retain Transpro as itsradiator supplier for Class 8 trucks. Heavy Duty Aftermarket sales in2002 declined by 0.5%, reflecting continued softness in allmarkets served by this unit.

13

----

Gross margin, as a percentage of sales,was 20.1% in 2002, compared with 13.5% in 2001. The 2002gross margin includes $0.5 million of restructuring charges associatedwith the write down of inventory to net realizable value at theCompany's Maquoketa, Iowa plant, which was closed in September.In 2001, $0.9 million of restructuring charges were included in cost ofsales reflecting the write down of inventory as a result of the closureof a manufacturing facility in California. Before these restructuringcharges, gross margin, as a percent of sales, was 20.3% of salesin 2002 compared to 13.9% in 2001. The year-over-year increasein margins reflected the Company's multi-phased marginimprovement activities, which began in the second quarter of 2001 andcontinued in 2002. These include actions within both the Automotive andLight Truck and Heavy Duty SBGs designed to improve labor efficiencyand utilization, lower spending levels and reduced product costs.Margins in the Heavy Duty SBG also benefited from lower warranty coststhan were recorded in 2001. The higher claims incurred in 2001 wererelated to a customer warranty program, which had commenced during thefourth quarter of 2000. Warranty claims returned to historical levelsin 2002. During the fourth quarter of 2002, the Company instituted asharp production cutback in its Automotive and Light Truck HeatExchanger plants in order to bring inventory levels more in line withexpected demand levels. This cutback resulted in a higher actualinventory cost at the end of 2002, which translated into lower profitlevels during the first quarter of 2003 as the product was sold. Theadverse impact on the 2003 first quarter was in the range of $3.0million compared to the same period in 2002.

While selling,general and administrative expense levels increased $2.0 million or5.5% from 2001, they were lower as a percentage of sales,16.9% versus 18.1% in 2001. These improvements primarilyreflected higher year-over-year sales levels and benefits generated bythe branch closure actions taken in 2001 and 2002. Included in 2001expense levels were $1.2 million of costs associated with the write-offof receivables from several Automotive and Light Truck customers, whichdeclared bankruptcy.

During the third quarter of 2001, theCompany began a series of restructuring initiatives to improveoperating performance with an anticipated cost of $7.0 million. Theseinitiatives included the redesign of our distribution system, headcountreductions, the transfer of production between manufacturing facilitiesand a reevaluation of our product offerings. As part of theseinitiatives, the Company recorded restructuring and other specialcharges of approximately $1.8 million during 2002. Of this amount, $0.5million was classified in cost of sales and $1.3 million in operatingexpenses. Through the end of 2002, the Company incurred $6.4 of theoriginally planned $7.0 million of restructuring costs. A summary ofthe 2002 charge, which is also discussed in Note 6 of the Notes toConsolidated Financial Statements contained in this Report, is asfollows:

|                       |  |        |       |        |  |  |
|-----------------------|--|--------|-------|--------|--|--|
| Workforcerelated      |  | $      | 841   |   |
| Facilityconsolidation |  |   | 503   |   |
| Asset writedowns      |  |   | 472   |   |
| Total                 |  | $      | 1,816 |   |
|                       |

Theworkforce-related charge reflects the elimination of 31 salaried andhourly positions within the Heavy Duty and Automotive and Light Trucksegments as well as stay-pay amounts earned by employees within theHeavy Duty segment.

The $0.5 million facility consolidationcharge primarily represents inventory and machinery movement, leasetermination and facility exit expenses associated with the relocationof an aluminum tube mill acquired during 2002, the closure of a HeavyDuty manufacturing plant in Maquoketa, Iowa and the closure of twoAutomotive and Light Truck segment branch facilities as part of theredesign of the Company's distribution system. Machinery andinventory movement costs were expensed as incurred.

During thethird quarter of 2002, the Company announced the closure of a HeavyDuty manufacturing plant in Maquoketa, Iowa, which produced componentparts for internal use and also had some unrelated sales to third partycustomers. This underutilized facility was closed in order to move themanufacturing closer to where the parts are used. In conjunction withthis closure, the Company recorded a charge of $0.5 million, which wasincluded in cost of sales, related to the writedown of inventory andfixed assets to net realizable value. In the second quarter of 2002,$0.1 million was received from the sale of assets, which had beenwritten off during 2001 in connection with the closure of a Californiamanufacturing facility.

14

----

Interest costs in 2002 were 17.3%below 2001 as the impact of lower interest rates more than offsethigher average debt levels. Interest rates under our Loan Agreement andIndustrial Revenue Bond averaged 6.08% and 1.44%,respectively in 2002 compared with 8.04% and 2.86%,respectively in 2001. Average debt levels rose to $48.3 million from$43.9 million in 2001. In 2001, the Company recorded a loss onextinguishment of debt reflecting the write-off of deferred debt issuecosts as a result of the pay down of the previous revolving creditagreement.

During March 2002, tax legislation was enacted whichincluded a provision that allowed pre-tax losses incurred in 2001 and2002 to be carried back for a period of five years instead of twoyears. As a result, the Company recorded a tax benefit in the firstquarter of 2002 of $3.8 million, which reflects a reduction in thedeferred income tax valuation allowance. The first quarter tax benefit,along with the $1.3 million refundable income tax at December 31, 2001,was received in cash during the second quarter of 2002. The provisionfor income tax at the end of 2002 represents a liability for state,local and foreign taxes offset by a refund of $0.8 million due to thecarry-back of the current year's taxable pre-tax loss. Theprovision for taxes in 2001 had reflected the establishment of adeferred income tax valuation allowance in the amount of $10.5 millionagainst the Company's net deferred tax asset. This valuationallowance is recovered as the Company returns to profitability on apre-tax basis. At December 31, 2002, $6.9 million of the deferredincome tax valuation reserve remained.

In June 2001, the FASBissued Statement No. 142, "Goodwill and Other IntangibleAssets" ("SFAS  142"),which requires that goodwill and certain other intangible assets havingindefinite lives no longer be amortized to earnings, but instead besubject to periodic testing for impairment. Intangible assetsdetermined to have definitive lives will continue to be amortized overtheir useful lives. As this statement was effective for years beginningafter December 15, 2001, the Company adopted SFAS 142 in the firstquarter of 2002. As a result of applying the tests included in SFAS142, the Company determined that there was a transitional impairmentloss as the carrying value of the goodwill recorded by its Automotiveand Light Truck segment exceeded the fair value of the business. Thecumulative effect of this change in accounting principle, in the amountof $4.7 million, has been expensed in the consolidated results ofoperations. This write-off has no impact on cash flow from operations.Goodwill amortization was $0.4 million in 2001. Excluding the after-taximpact of the goodwill amortization, the loss from continuingoperations, net loss and net loss per share for the year ended December31, 2001 would have been asfollows:

|                                                                                     |  |                                      |         |         |  |  |
|-------------------------------------------------------------------------------------|--|--------------------------------------|---------|---------|--|--|
|                                                                                |  | (inthousands, except per share data) |
| Loss fromcontinuing operations —reported                                      |  | $                                    | (20,838 | )  |
| Goodwillamortization                                                                |  |                                 | 368     |    |
| Loss fromcontinuing operations excluding goodwillamortization                       |  | $                                    | (20,470 | )  |
| Netloss — reported                                                            |  | $                                    | (20,838 | )  |
| Goodwillamortization                                                                |  |                                 | 368     |    |
| Net loss excludinggoodwillamortization                                              |  | $                                    | (20,470 | )  |
| Lossper common share from continuing operations (basic and diluted) —reported |  | $                                    | (3.17   | )  |
| Goodwillamortization                                                                |  |                                 | 0.06    |    |
| Loss per commonshare from continuing operations excluding goodwillamortization      |  | $                                    | (3.11   | )  |
| Netloss per common share (basic and diluted) —reported                        |  | $                                    | (3.17   | )  |
| Goodwillamortization                                                                |  |                                 | 0.06    |    |
| Net loss percommon share excluding goodwillamortization                             |  | $                                    | (3.11   | )  |
|                                                                                     |

15

----

Income from continuing operations beforethe cumulative effect of the accounting change was $6.7 million, or$0.94 per basic and diluted share, in 2002 compared to a loss of $20.8million, or $3.17 per basic and diluted share, in 2001. Net income in2002 was $2.0 million, or $0.27 per basic and $0.28 per diluted share,while in 2001 the net loss was $20.8 million, or $3.17 per basic anddiluted share.

Financial Condition, Liquidity and CapitalResources

Cash flow from operating activities during 2003 was$8.7 million, a $16.4 million improvement over the $7.7 million outflowreported in 2002. Accounts receivable levels decreased by $8.1 millionas the Company accelerated the collection of certain customerreceivables utilizing a cost effective customer-sponsored vendorprogram administered by a financial institution. This acceleratedcollection was done in an effort to offset the continuing trend towardslonger customer payment terms by "blue chip"customers, at a cost effective discount rate. The Company anticipatesthat more of its major customers will make available this type ofprogram during 2004. Inventory levels grew $6.8 million due to the softmarket conditions experienced for most of the year, which included ashorter than normal peak selling season for heat exchanger and airconditioning products. In addition, the higher inventory levelsreflected the purchase of a competitor's inventory from a majorcustomer during the fourth quarter and the requirement to buildinventory in anticipation of new Automotive and Light Truck customerprograms expected to commence in early 2004. Accounts payable rose by$10.2 million as a result of the growth in inventory levels as well asour effort to balance payables with the ongoing shift in customerreceivables mix toward longer payment cycles.

During 2002,operations used $7.7 million of cash. Accounts receivable grew by $19.4million during the period due to higher sales levels (approximately $1million), extended terms on the new customer business added during theyear (approximately $11 million) and an ongoing shift in receivablesmix toward longer payment cycles with "blue chipcustomers" (approximately $9 million). These increaseswere partially offset by improved collections. While these customersgenerally all have high-grade credit, the Company will be seeking waysto improve its performance in this area. Net inventories rose $1.2million as the Company was unable to offset the higher inventory levelsat the end of the third quarter, caused by increased sales, extrapurchases of certain difficult-to-obtain inventory and the West Coastdock strike, through cutback actions taken during the fourth quarter.While these cutbacks in production levels and incoming receipts offinished product resulted in a year-over-year improvement in inventoryturns to 3.1, they also resulted in a higher cost of production whichadversely impacted results in the first quarter of 2003 as the productwas sold. In December 2002, the Company contributed an additional $2.0million to its pension trust in order to reduce the impact onShareholders' Equity from the minimum pension adjustment. Theseoutflows were partially offset by funds provided from operations and anincrease in accounts payable and accrued liabilities.

During2001, the Company generated $11.5 million of cash flow from operations,principally due to lower inventories, which generated $14.2 million ofcash, while accounts receivable collections generated $1.4 milliondespite ongoing pressures from customers to adjust payment terms. Theinventory reduction actions were incorporated in the Company'sinitiative program, and the results were achieved without adverselyimpacting customer service levels. A portion of these funds wasutilized to get accounts payable payment policies in line with vendorterms and for operations.

Capital expenditures were $5.2 millionfor 2003, compared with $5.6 million in 2002. Expenditures for 2003were primarily made to enhance our production capabilities in Mexicoand improve and expand our information systems. At December 31, 2003,there are no material outstanding capital commitments.

On May 1,2003, the Company completed the sale of its Gando Drive headquartersfacility in New Haven, Connecticut and entered into a lease of itscurrently occupied space used for offices, test facility and tube milloperations. As a result, the Company repaid the $5.0 million IndustrialRevenue Bond on the facility, created greater availability of fundsunder its credit agreement and eliminated an underutilized asset. Thegain on the sale of the building, of approximately $1.6 million, willbe recognized equally over the six-year initial term of the lease onthe facility. In 2003, the Company recorded a gain of $0.2 millionrelated to this transaction in its results from operations.

OnDecember 27, 2002, the Company purchased certain assets of FedcoAutomotive Components Company ("Fedco") for acash purchase price of $8.1 million, including transaction costs. Netassets 

16

----

acquired included $4.9 million ofreceivables, $3.5 million of inventory, $2.1 million of fixed assets,$0.1 million of intangible assets, $1.5 million of accounts payable andaccrued liabilities and $1.0 million of accrued severance andrelocation costs.

Cash dividends paid to a preferred shareholderwere approximately $0.1 million in 2003, 2002 and 2001.

Totaldebt at the end of 2003 was $50.9 million compared with $59.6 million ayear ago. This $8.7 million reduction reflects the pay down of the $5.0million Industrial Revenue Bond, at the time the Company'sheadquarters facility was sold, and the utilization of cash flowgenerated by operations. At December 31, 2003, the Company had $4.2million available for future borrowings under its Loan Agreement.

During 2002, total debt increased by $21.9 million. These funds wereutilized to meet working capital needs, primarily the increase in tradeaccounts receivable terms and the acquisition of Fedco. On September27, 2002, the Company entered into an amendment to its Loan Agreementwhich provided for a temporary increase in the maximum credit line from$55.0 million to $65.0 million effective July 1, 2002, with scheduledreductions through December 20, 2002 back down to $55.0 million. OnNovember 22, 2002, the Loan Agreement was amended to permanentlyincrease the maximum credit line to $65.0 million. On December 27,2002, in conjunction with the acquisition of Fedco, the Loan Agreementand the Term Promissory Note with Congress Financial Corporation wereamended to permanently increase the maximum credit line to $80 millionand extend the credit line through December 27, 2005. In addition, theinterest rate was decreased to the prime rate from the prime rate plus1.5%. The Company also has the option to elect aEurodollar-based interest rate, which has been decreased from plus4% to plus 2.5%. The amended Loan and Security Agreementis comprised of a $77.0 million Revolving Credit Facility and a $3.0million Term Loan. There were no changes to the minimum thresholds fornet worth or working capital, which remain at $37.0 million and $55.0million respectively. The extension and amendment to the credit lineprovided the Company with additional flexibility to meet ongoingdevelopmental needs and lowered borrowing costs.

In 2001, fundsprovided by the Loan Agreement, which was entered into on January 4,2001, were utilized to repay the previous revolver and provide fundsfor operating activities. During 2001, the Company was able to repay$7.6 million of its outstanding debt.

The future liquidity andordinary capital needs of the Company in the short term are expected tobe met from a combination of cash flows from operations and borrowingsunder the Loan Agreement. The Company's working capitalrequirements peak during the second and third quarters, reflecting thenormal seasonality in the Automotive and Light Truck segment. Inaddition, the Company's future cash flow may be impacted byindustry trends lengthening customer payment terms. During 2003, theCompany began utilizing a customer-sponsored program administered by afinancial institution in order to accelerate the collection of fundsand offset the impact of these lengthening terms. The Company intendsto continue utilizing this program as long as it is a cost effectivetool to accelerate cash flow and will expand its usage as othercustomers make it available. The Company believes that its cash flowfrom operations, together with borrowings under its Loan Agreement,will be adequate to meet its near-term anticipated ordinary capitalexpenditures and working capital requirements. However, the Companybelieves that the amount of borrowings available under the LoanAgreement would not be sufficient to meet the capital needs for majorgrowth initiatives, such as significant acquisitions. If the Companywere to implement major new growth initiatives, it would have to seekadditional sources of capital. However, no assurance can be given thatthe Company would be successful in securing such additional sources ofcapital.

The following table summarizes the Company'soutstanding material contractual obligations as of December 31,2003:

17

----

|                             |  |                       |        |           |  |           |         |             |  |        |         |        |  |        |         |        |  |        |        |        |  |  |
|-----------------------------|--|-----------------------|--------|-----------|--|-----------|---------|-------------|--|--------|---------|--------|--|--------|---------|--------|--|--------|--------|--------|--|--|
|                        |  | PaymentsDue by Period |
| Typeof Obligation           |  | Less Than1Year        |        | 2-3 Years |  | 4-5 Years |         | Over 5Years |  | Total  |
|                        |  | (inthousands)         |
| Revolving creditfacility(1) |  | $                     | 48,598 |      |  | $         | — |        |  | $      | — |   |  | $      | — |   |  | $      | 48,598 |   |
| Termloan                    |  |                  | 900    |      |  |      | 1,275   |        |  |   | — |   |  |   | — |   |  |   | 2,175  |   |
| Pensionplancontribution     |  |                  | 3,600  | (2)  |  |      | — |        |  |   | — |   |  |   | — |   |  |   | 3,600  |   |
| Capitalleaseobligations     |  |                  | 140    |      |  |      | 31      |        |  |   | — |   |  |   | — |   |  |   | 171    |   |
| Operatingleases             |  |                  | 4,300  |      |  |      | 6,000   |        |  |   | 2,900   |   |  |   | 2,900   |   |  |   | 16,100 |   |
| Purchaseobligations         |  |                  | 8,551  | (3)  |  |      | — |        |  |   | — |   |  |   | — |   |  |   | 8,551  |   |
| Total                       |  | $                     | 66,089 |      |  | $         | 7,306   |        |  | $      | 2,900   |   |  | $      | 2,900   |   |  | $      | 79,195 |   |
|                             |

|  |
|--|
|  |  |
|  |

| (1) | Borrowingsclassified as a current liability in the Consolidated Balance Sheetincluded in this Report. |
|-----|-------------------------------------------------------------------------------------------------------|

| (2) | Pension plan contributions reflectexpected disbursements in 2004 as calculated by the Company'sthird-party actuary. Estimated contributions for future years are notcurrently determinable as they will be impacted by changes in discountrates, pension plan performance and other factors. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (3) | Purchase obligations for goods andservices outstanding at the end of the year which normally are consumedover a period of less than 12 months. This is not reflective of totalconsumption over a 12-month period. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Critical AccountingEstimates

The preparation of financial statements in conformitywith accounting principles generally accepted in the United States ofAmerica requires estimates and assumptions that affect the reportedamounts of assets and liabilities, revenues and expenses, and relateddisclosures of contingent assets and liabilities in the consolidatedfinancial statements and accompanying notes. A company's criticalaccounting estimates, as set forth by the U.S. Securities and ExchangeCommission, are those which are most important to the portrayal of itsfinancial condition and results of operations and often require theutilization of estimates or subjective judgment. Based upon thisdefinition, we have identified the critical accounting estimatesaddressed below. Although we believe that our estimates and assumptionsare reasonable, they are based upon information presently available.Actual results may differ from these estimates under differentassumptions or conditions. The Company also has other key accountingpolicies, which involve the use of estimates, which are furtherdescribed in Note 2, "Summary of Significant AccountingPolicies", in Item 8 of this Report.

**RevenueRecognition**.    Sales are recognized either when products areshipped to the customer or when products are received by the customerin accordance with the invoice shipping terms. Accruals for warrantycosts, sales returns and allowances are provided at the time of salebased upon historical experience or agreements currently in place withcustomers. The Company will also accrue for unusual warranty exposuresat the time the exposure is identified and quantifiable based uponanalyses of expected product failure rates and engineering costestimates. In connection with multi-year agreements with certaincustomers, the Company incurs customer acquisition costs which arecapitalized and amortized over the life of the agreement. The Companyalso establishes reserves for uncollectible trade accounts receivablebased upon historical experience, anticipated business trends and thecurrent economic conditions. Changes in our customers' financialcondition or other factors could cause our estimates of uncollectibleaccounts receivable or the amortization periods of customer acquisitioncosts to vary.

**Inventory Valuation**.    Inventories arevalued at the lower of cost (first-in, first-out method) or market.This requires the Company to make judgments about the likely method ofdisposition of its inventory and expected recoverable value upondisposition. Inventories are reviewed on a continuing basis, andprovisions are also made for slow moving and obsolete inventory basedupon estimates of historical or expected usage as well as the expectedrecoverable value upon disposition.

**Impairment of Long-LivedAssets**.    In the event that facts and circumstances indicatethat the carrying amounts of a business unit's long-lived assetsmay be impaired, an evaluation of recoverability would be performed. Ifan evaluation is required, the estimated future undiscounted cash flowsof the business unit, associated with the long-lived assets, would becompared to the asset's carrying amount to 

18

----

determine if a writedown is required. Ifthis review indicates that the assets will not be recoverable, thecarrying value of the Company's assets would be reduced to theirestimated fair value. The estimates used in determining whether animpairment exists involve future cash flows of each business unit,which are based upon expected revenue trends, cost of production andoperating expenses.

**Income Taxes**.    Deferred taxassets and liabilities are recorded based on the difference between thefinancial statement and tax basis of assets and liabilities usingenacted tax rates in effect for the year in which the differences areexpected to reverse. A valuation allowance is recorded to reduce thecarrying amount of deferred tax assets if it is more likely than notthat those such assets will not be realized. Changes to the valuationallowance are based on the evaluation of all available evidencesupporting the Company's ability to utilize tax benefits prior totheir expiration.

**Pension Plans**.    The Companyestablishes and periodically reviews the assumptions used in themeasurement of its retirement plans. The discount rate will change inrelation to increases or decreases in applicable published bondindices. The return on assets reflects the long-term rate of return onplan assets expected to be realized over a ten year or longer period.As such, it will normally not be adjusted for short-term trends in thestock or bond markets. In addition, the rate of return will reflect theinvestment allocation currently used to manage the pension portfolio.The Company's pension assumptions currently include a 9%long-term annual rate of return, which is based upon the currentportfolio allocation, long-term rates of return for similar investmentvehicles and economic and other indicators of future performance.Differences between actual and assumed portfolio performance as well asthe impact of changes in discount rates are included in the calculationof the Company's accrued pension costs by a third-party actuary.As the performance of the pension portfolio during 2002 and 2001 wasbelow the actuarial assumption and the discount rate was reduced by0.5% in both years, the unrecognized component of accruedpension costs changed from a gain of $4.8 million at December 31, 2000to a loss of $1.3 million at December 31, 2001 and a loss of $6.9million at December 31, 2002. During 2003, the discount rate was againreduced by 0.5%; however, the impact this had on the minimumpension liability was offset by improved performance of the portfolioresulting in an increase in the unrecognized component of accruedpension costs to $7.0 million. In the future, this unrecognized loss,along with changes in any of the underlying pension assumptions, andthe ongoing performance of the plan assets, will impact future fundingrequirements, minimum pension liability adjustments and net pensioncost amounts.

Inflation

The overall impact of the lowrate of inflation in recent years has resulted in no significant impacton labor costs and general services utilized by the Company. Theprincipal raw materials used in the Company's original equipmentand replacement radiator and heater core product lines are copper andbrass. The Company also requires aluminum for its radiator, charge aircooler, condenser and heater core product lines. Copper, brass,aluminum and other primary metals used in the Company's businessare generally subject to commodity pricing and variations in the marketprices for such materials. Although these materials are available froma number of vendors, the Company has chosen to concentrate its sourceswith a limited number of long-term suppliers. The Company typicallyexecutes purchase orders for its copper and brass requirements three tonine months prior to the actual delivery date. In periods of abnormallyhigh commodity market prices, the Company will place orders only forits current requirements. In either case, the purchase price for suchcopper, brass and aluminum is established at the time such orders areplaced by the Company and not at the time of delivery.

TheCompany also manages its metals commodity pricing exposure byattempting to pass through any cost increases to its customers. During2004, commodity prices have increased significantly over the prioryear. Selling price increases, impacting most product lines, arecurrently being implemented in order to recover these cost increases.Although the Company has been successful in passing through priceincreases to its customers to offset a portion of past commodity costincreases, there is no assurance that the Company will continue to besuccessful in raising prices in the future. The Company currently doesnot use financial derivatives or other methods to hedge transactionswith respect to its metals consumption.

19

----

Environmental Matters

TheCompany is subject to Federal, state and local laws designed to protectthe environment and believes that, as a general matter, its policies,practices and procedures are properly designed to reasonably preventrisk of environmental damage and financial liability to the Company. OnJanuary  27, 2003, the Company signed a Consent Agreement withthe State of Connecticut Department of Environmental Protection. Underthe agreement the Company will voluntarily initiate the investigationand cleanup of environmental contamination on property occupied by awholly-owned subsidiary of the Company over 20 years ago. The Companyalso believes there will not be any material adverse impact to itsfinancial results due to the investigation and cleanup activities. TheCompany also believes it is reasonably possible that environmentalrelated liabilities might exist with respect to other industrial sitesformerly occupied by the Company. Based upon information currentlyavailable, the Company believes that the cost of any potentialremediation for which the Company may ultimately be responsible willnot have a material adverse effect on the consolidated financialposition, results of operations, or liquidity of the Company.

The Company currently does not anticipate any material adverseeffect on its consolidated results of operations, financial conditionor competitive position as a result of compliance with Federal, state,local or foreign environmental laws or regulations. However, risk ofenvironmental liability and charges associated with maintainingcompliance with environmental laws is inherent in the nature of theCompany's business, and there is no assurance that materialenvironmental liabilities and compliance charges will not arise.

Recently Issued Accounting Standards

In June 2001, the FASBissued Statement No. 143, "Accounting for Asset RetirementObligations" ("SFAS 143"), whichprovides the accounting requirements for retirement obligationsassociated with tangible long-lived assets. This Statement requiresentities to record the fair value of a liability for an assetretirement obligation in the period in which it is incurred. ThisStatement was effective for the Company on January 1, 2003. Theadoption of SFAS 143 did not have a material impact on theCompany's consolidated results of operations, financial positionor cash flows.

In April, 2002, the FASB issued Statement No. 145"Rescission of FASB Statements No.  4, 44 and 64,Amendment of FASB Statement No. 13, and TechnicalCorrections" which revised the criteria for determining anextraordinary item resulting from the early extinguishment of debt.While adoption of this Statement had no impact on current results ofoperations, results for the year ended December  31, 2001,included herein, reflect the reclassification of the previouslyreported extraordinary item.

In September 2002, SFAS No. 146,"Accounting for Costs Associated with Exit or DisposalActivities" ("SFAS 146") wasissued. This statement provides guidance on the recognition andmeasurement of liabilities associated with disposal and exitactivities, including restructuring, and was effective for the Companyon January 1, 2003. SFAS 146 requires that certain exit or disposalcosts be recorded as operating expenses when incurred as opposed tobeing accrued at the time there is a commitment to an exit plan asrequired by EITF Issue 94-3. The restructuring activities during 2003were recorded in accordance with SFAS No. 146.

During December2002, the FASB issued Statement No. 148, "Accounting forStock-Based Compensation — Transition andDisclosure" ("SFAS 148") whichamends SFAS No. 123 "Accounting for Stock-BasedCompensation" to provide alternative methods fordetermining compensation expense and amends quarterly and annualdisclosure requirements. The Company has adopted the disclosureprovisions of SFAS No. 148 in its year-end and interim reporting.

In December 2003, the FASB issued Statement No. 132 (Revised 2003)"Employers' Disclosures about Pensions and OtherPostretirement Benefits" which replaces the originalSFAS  132 and revises employers' financial statementdisclosures about pension plans and other postretirement plans. TheCompany has adopted the applicable provisions of this Statement in itsreporting of the financial results for the year ended December 31,2003.

20

----

Forward-Looking Statements andCautionary Factors

Statements included herein, which are nothistorical in nature, are forward-looking statements. Suchforward-looking statements are made pursuant to the safe harborprovisions of the Private Securities Litigation Reform Act of 1995.Forward-looking statements regarding the Company's futurebusiness prospects, revenues, orders, sales and liquidity are subjectto certain risks, uncertainties and other factors that could causeactual results to differ materially from those projected or suggestedin the forward-looking statements, including but not limited to:business conditions and growth in the general economy and automotiveand truck business, the impact of competitive products and pricing,changes in customer and product mix, failure to obtain new customers,retain existing customers or changes in the financial stability ofcustomers, changes in the cost of raw materials, components or finishedproducts, changes in interest rates and continued availability underthe Company's Loan Agreement. The forward-looking statementscontained in this Form 10-K are made as of the date hereof, and theCompany does not undertake any obligation to update any forward-lookingstatements, whether as a result of future events, new information orotherwise.

ITEM 7A.    QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK

The Company has certainexposures to market risk related to changes in interest rates, foreigncurrency exchange rates and commodities.

The Company'sinterest rate risk is most sensitive to changes in U.S. interest rates.At December  31, 2003, the Company had a Loan Agreement, underwhich $50.8 million was outstanding. The weighted average interest rateon the Loan Agreement during 2003 was 4.13%. EffectiveDecember  27, 2002, interest on the Loan Agreement is based on,at the Company's option, the Eurodollar loan rate plus2.5% or the prime rate. The impact of a 10% change inmarket interest rates would not have a material impact on theCompany's results of operations.

The Company has sales anda manufacturing facility in Mexico. The functional currency of theCompany's operations in Mexico is the U.S. dollar. As a result,changes in the foreign currency exchange rates and changes in theeconomic conditions in Mexico could affect financial results. TheCompany has accounted for transactions associated with this foreignoperation in accordance with the guidance established under FinancialAccounting Standards No. 52, "Foreign CurrencyTranslation." The Company believes it has mitigated therisk associated with its foreign operations through its management ofinventory and other significant operating assets.

Certain risksmay arise in the various commodity markets in which the Companyparticipates. Commodity prices in the copper, brass and aluminummarkets may be subject to changes based on availability. The Companyconducts its purchasing of such commodities generally through three tonine month purchase order commitments; however, this practice may bemodified in periods of rising prices. See "Raw Materialsand Suppliers" in Part I of this Report and"Inflation" in Item 7 of this Report foradditional information on commodity purchasing.

21

----

ITEM 8.    FINANCIAL STATEMENTSAND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIALSTATEMENTS

|                                                                                                               |  |        |        |        |  |  |
|---------------------------------------------------------------------------------------------------------------|--|--------|--------|--------|--|--|
|                                                                                                          |  | Page   |
| **FinancialStatements:**                                                                                      |  |   |   |   |
| Report of IndependentAuditors                                                                                 |  |   | 23     |   |
| Consolidated Statements ofOperations for the Years Ended December 31, 2003, 2002 and2001                      |  |   | 24     |   |
| Consolidated Balance Sheets atDecember 31, 2003 and 2002                                                      |  |   | 25     |   |
| ConsolidatedStatements of Cash Flows for the Years Ended December 31, 2003, 2002and 2001                      |  |   | 26     |   |
| Consolidated Statements ofChanges in Stockholders' Equity for the Years EndedDecember  31, 2003, 2002 and2001 |  |   | 27     |   |
| Notes to Consolidated FinancialStatements                                                                     |  |   | 28     |   |
|                                                                                                          |  |   |   |   |
| **FinancialStatement Schedule:**                                                                              |  |   |   |   |
| Schedule II —Valuation and Qualifying Accounts for the Years Ended December 31,2003, 2002 and2001       |  |   | 48     |   |
|                                                                                                               |

22

----

REPORT OFINDEPENDENT AUDITORS

To the Board ofDirectors and Stockholders of Transpro, Inc.:

In ouropinion, the consolidated financial statements listed in theaccompanying index present fairly, in all material respects, thefinancial position of Transpro, Inc. and its subsidiaries at December31, 2003 and December 31, 2002, and the results of their operations andtheir cash flows for each of the three years in the period endedDecember 31, 2003, in conformity with accounting principles generallyaccepted in the United States of America. In addition, in our opinion,the financial statement schedule listed in the accompanying indexpresents fairly, in all material respects, the information set forththerein when read in conjunction with the related consolidatedfinancial statements. These financial statements and the financialstatement schedule are the responsibility of the Company'smanagement; our responsibility is to express an opinion on thesefinancial statements and the financial statement schedule based on ouraudits. We conducted our audits of these statements in accordance withauditing standards generally accepted in the United States of America,which require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidencesupporting the amounts and disclosures in the financial statements,assessing the accounting principles used and significant estimates madeby management, and evaluating the overall financial statementpresentation. We believe that our audits provide a reasonable basis forour opinion.

As discussed in Note 3 to the consolidatedfinancial statements, effective January 1, 2002, the Company adoptedStatement of Financial Accounting Standards No. 142,"Goodwill and Other Intangible Assets."

PricewaterhouseCoopers LLP Hartford,Connecticut March 17, 2004

23

----

TRANSPRO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per shareamounts)

|                                                                                                |  |                        |         |         |  |        |         |         |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------|--|------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                           |  | YearsEnded December31, |
|                                                                                           |  | 2003                   |         | 2002    |  | 2001   |
| Netsales                                                                                       |  | $                      | 228,704 |    |  | $      | 230,565 |    |  | $      | 203,312 |    |
| Costofsales                                                                                    |  |                   | 191,037 |    |  |   | 184,315 |    |  |   | 175,911 |    |
| Grossmargin                                                                                    |  |                   | 37,667  |    |  |   | 46,250  |    |  |   | 27,401  |    |
| Selling,general and administrativeexpenses                                                     |  |                   | 38,137  |    |  |   | 38,866  |    |  |   | 36,840  |    |
| Restructuringand other specialcharges                                                          |  |                   | 1,490   |    |  |   | 1,334   |    |  |   | 3,632   |    |
| Operating(loss)income                                                                          |  |                   | (1,960  | )  |  |   | 6,050   |    |  |   | (13,071 | )  |
| Interestexpense                                                                                |  |                   | 3,739   |    |  |   | 3,744   |    |  |   | 4,527   |    |
| Losson debtextinguishment                                                                      |  |                   | — |    |  |   | — |    |  |   | 530     |    |
| (Loss)income from continuing operations before taxes and cumulative effect ofaccounting change |  |                   | (5,699  | )  |  |   | 2,306   |    |  |   | (18,128 | )  |
| Incometax (benefit)provision                                                                   |  |                   | (1,163  | )  |  |   | (4,353  | )  |  |   | 2,710   |    |
| (Loss)income from continuing operations before cumulative effect ofaccountingchange            |  |                   | (4,536  | )  |  |   | 6,659   |    |  |   | (20,838 | )  |
| Cumulativeeffect of accounting change, net of tax of$0                                         |  |                   | — |    |  |   | (4,671  | )  |  |   | — |    |
| Net(loss)income                                                                                |  | $                      | (4,536  | )  |  | $      | 1,988   |    |  | $      | (20,838 | )  |
| Basic(loss) income per commonshare:                                                            |  |
| Continuingoperations                                                                           |  | $                      | (0.65   | )  |  | $      | 0.94    |    |  | $      | (3.17   | )  |
| Cumulativeeffect of accountingchange                                                           |  |                   | — |    |  |   | (0.67   | )  |  |   | — |    |
| Net(loss) income per common share —basic                                                 |  | $                      | (0.65   | )  |  | $      | 0.27    |    |  | $      | (3.17   | )  |
| Diluted(loss) income per common share:                                                         |  |
| Continuingoperations                                                                           |  | $                      | (0.65   | )  |  | $      | 0.94    |    |  | $      | (3.17   | )  |
| Cumulativeeffect of accountingchange                                                           |  |                   | — |    |  |   | (0.66   | )  |  |   | — |    |
| Net(loss) income per common share —diluted                                               |  | $                      | (0.65   | )  |  | $      | 0.28    |    |  | $      | (3.17   | )  |
| Weightedaverage common shares —basic                                                     |  |                   | 7,106   |    |  |   | 7,001   |    |  |   | 6,624   |    |
| Weightedaverage common shares and equivalents —diluted                                   |  |                   | 7,106   |    |  |   | 7,121   |    |  |   | 6,624   |    |
|                                                                                                |

Theaccompanying notes are an integral part of these consolidated financialstatements.

24

----

TRANSPRO, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except sharedata)

|                                                                                                                                                                           |  |             |         |         |  |        |         |         |  |  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                                                                                      |  | December31, |
|                                                                                                                                                                      |  | 2003        |         | 2002    |
| **ASSETS**                                                                                                                                                                |  |
| Currentassets:                                                                                                                                                            |  |
| Cash and cashequivalents                                                                                                                                                  |  | $           | 189     |    |  | $      | 155     |    |
| Accountsreceivable (less allowance of $2,746 and$2,996)                                                                                                                   |  |        | 46,056  |    |  |   | 54,724  |    |
| Inventories                                                                                                                                                               |  |        | 71,427  |    |  |   | 64,627  |    |
| Deferredincome taxes                                                                                                                                                      |  |        | 2,253   |    |  |   | 2,391   |    |
| Othercurrentassets                                                                                                                                                        |  |        | 3,691   |    |  |   | 3,912   |    |
| Totalcurrentassets                                                                                                                                                        |  |        | 123,616 |    |  |   | 125,809 |    |
| Property,plant and equipment,net                                                                                                                                          |  |        | 24,154  |    |  |   | 26,552  |    |
| Otherassets                                                                                                                                                               |  |        | 9,408   |    |  |   | 8,605   |    |
| Totalassets                                                                                                                                                               |  | $           | 157,178 |    |  | $      | 160,966 |    |
| **LIABILITIESAND STOCKHOLDERS' EQUITY**                                                                                                                                   |  |
| Currentliabilities:                                                                                                                                                       |  |
| Revolving credit debt andcurrent portion of long-termdebt                                                                                                                 |  | $           | 49,638  |    |  | $      | 52,329  |    |
| Accountspayable                                                                                                                                                           |  |        | 32,816  |    |  |   | 22,577  |    |
| Accruedliabilities                                                                                                                                                        |  |        | 18,134  |    |  |   | 18,096  |    |
| Totalcurrentliabilities                                                                                                                                                   |  |        | 100,588 |    |  |   | 93,002  |    |
| Long-termdebt                                                                                                                                                             |  |        | 1,306   |    |  |   | 7,267   |    |
| Retirement andpostretirementobligations                                                                                                                                   |  |        | 5,342   |    |  |   | 9,143   |    |
| Deferredincome taxes                                                                                                                                                      |  |        | 3,690   |    |  |   | 3,316   |    |
| Otherlong-termliabilities                                                                                                                                                 |  |        | 2,632   |    |  |   | — |    |
| Totallong-termliabilities                                                                                                                                                 |  |        | 12,970  |    |  |   | 19,726  |    |
| Commitmentsand contingentliabilities                                                                                                                                      |  |
| Stockholders'equity                                                                                                                                                       |  |
| Preferred stock, $.01 parvalue: Authorized 2,500,000 shares; issued and outstanding asfollows:                                                                            |  |
| Series Ajunior participating preferred stock, $.01 parvalue:                                                                                                              |  |
| Authorized 200,000 shares; issued andoutstanding — none atDecember 31, 2003 and2002                                                                                 |  |        | — |    |  |   | — |    |
| SeriesB convertible preferred stock, $.01 parvalue:                                                                                                                       |  |
| Authorized 30,000 shares; issued andoutstanding — 12,781 atDecember 31, 2003 and 2002(liquidation preference$1,278)                                                 |  |        | — |    |  |   | — |    |
| Commonstock, $.01 par value: Authorized 17,500,000 shares, 7,147,959shares issued at December 31, 2003 and 2002; 7,106,023 sharesoutstanding at December 31, 2003 and2002 |  |        | 71      |    |  |   | 71      |    |
| Paid-incapital                                                                                                                                                            |  |        | 55,041  |    |  |   | 55,041  |    |
| Accumulateddeficit                                                                                                                                                        |  |        | (6,967  | )  |  |   | (2,367  | )  |
| Accumulatedother comprehensiveloss                                                                                                                                        |  |        | (4,510  | )  |  |   | (4,492  | )  |
| Treasury stock,at cost, 41,936 shares at December 31, 2003 and2002                                                                                                        |  |        | (15     | )  |  |   | (15     | )  |
| Totalstockholders'equity                                                                                                                                                  |  |        | 43,620  |    |  |   | 48,238  |    |
| Totalliabilities and stockholders'equity                                                                                                                                  |  | $           | 157,178 |    |  | $      | 160,966 |    |
|                                                                                                                                                                           |

Theaccompanying notes are an integral part of these consolidated financialstatements.

25

----

TRANSPRO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(inthousands)

|                                                                                                  |  |                        |         |         |  |        |         |         |  |        |         |         |  |  |
|--------------------------------------------------------------------------------------------------|--|------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                             |  | YearsEnded December31, |
|                                                                                             |  | 2003                   |         | 2002    |  | 2001   |
| Cashflows from operatingactivities:                                                              |  |                   |    |    |  |   |    |    |  |   |    |    |
| Net(loss)income                                                                                  |  | $                      | (4,536  | )  |  | $      | 1,988   |    |  | $      | (20,838 | )  |
| Adjustmentsto reconcile net (loss) income to net cash provided by (used in)operating activities: |  |
| Depreciationandamortization                                                                      |  |                   | 5,997   |    |  |   | 5,426   |    |  |   | 5,514   |    |
| Provisionfor uncollectible accountsreceivable                                                    |  |                   | 609     |    |  |   | 538     |    |  |   | 1,786   |    |
| Deferredincometaxes                                                                              |  |                   | — |    |  |   | — |    |  |   | 4,850   |    |
| Non-cashrestructuringcharges                                                                     |  |                   | 68      |    |  |   | 572     |    |  |   | 3,060   |    |
| Cumulativeeffect of accountingchange                                                             |  |                   | — |    |  |   | 4,671   |    |  |   | — |    |
| Losson extinguishment ofdebt                                                                     |  |                   | — |    |  |   | — |    |  |   | 530     |    |
| Gainon sale ofbuilding                                                                           |  |                   | (181    | )  |  |   | — |    |  |   | — |    |
| Changein operating assets and liabilities, net ofacquisitions:                                   |  |
| Accountsreceivable                                                                               |  |                   | 8,059   |    |  |   | (19,430 | )  |  |   | 1,428   |    |
| Inventories                                                                                      |  |                   | (6,808  | )  |  |   | (1,199  | )  |  |   | 14,164  |    |
| Accountspayable                                                                                  |  |                   | 10,239  |    |  |   | 1,776   |    |  |   | (1,656  | )  |
| Accruedliabilities                                                                               |  |                   | (234    | )  |  |   | 1,126   |    |  |   | 900     |    |
| Other                                                                                            |  |                   | (4,515  | )  |  |   | (3,171  | )  |  |   | 1,740   |    |
| Netcash provided by (used in) operatingactivities                                                |  |                   | 8,698   |    |  |   | (7,703  | )  |  |   | 11,478  |    |
| Cashflows from investing activities:                                                             |  |
| Capitalexpenditures                                                                              |  |                   | (5,170  | )  |  |   | (5,558  | )  |  |   | (3,077  | )  |
| Salesand retirements of fixedassets                                                              |  |                   | 115     |    |  |   | 225     |    |  |   | 181     |    |
| Netassets of companyacquired                                                                     |  |                   | — |    |  |   | (8,080  | )  |  |   | — |    |
| Netproceeds from sale ofbuilding                                                                 |  |                   | 5,178   |    |  |   | — |    |  |   | — |    |
| Netcash provided by (used in) investingactivities                                                |  |                   | 123     |    |  |   | (13,413 | )  |  |   | (2,896  | )  |
| Cashflows from financing activities:                                                             |  |
| Dividendspaid                                                                                    |  |                   | (64     | )  |  |   | (94     | )  |  |   | (152    | )  |
| Netrepayments under previous revolving creditagreement                                           |  |                   | — |    |  |   | — |    |  |   | (40,042 | )  |
| Net(repayments) borrowings under new revolving creditfacility                                    |  |                   | (2,695  | )  |  |   | 22,583  |    |  |   | 28,711  |    |
| Repaymentof Industrial RevenueBond                                                               |  |                   | (5,000  | )  |  |   | — |    |  |   | — |    |
| Borrowingsunder term loan and capitalized leaseobligations                                       |  |                   | — |    |  |   | 250     |    |  |   | 4,490   |    |
| Repaymentsunder term loan and capitalized leaseobligations                                       |  |                   | (957    | )  |  |   | (900    | )  |  |   | (818    | )  |
| Deferreddebt issuancecosts                                                                       |  |                   | (71     | )  |  |   | (718    | )  |  |   | (793    | )  |
| Netcash (used in) provided by financingactivities                                                |  |                   | (8,787  | )  |  |   | 21,121  |    |  |   | (8,604  | )  |
| Netincrease (decrease) in cash and cashequivalents                                               |  |                   | 34      |    |  |   | 5       |    |  |   | (22     | )  |
| Cashand cash equivalents at beginning ofyear                                                     |  |                   | 155     |    |  |   | 150     |    |  |   | 172     |    |
| Cashand cash equivalents at end ofyear                                                           |  | $                      | 189     |    |  | $      | 155     |    |  | $      | 150     |    |
|                                                                                                  |

Theaccompanying notes are an integral part of these consolidated financialstatements.

26

----

TRANSPRO, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'EQUITY

(in thousands, except sharedata)

|                                         |  |             |                     |                |  |               |                     |                |  |                                      |         |                      |  |                                     |         |                          |  |        |         |         |  |        |                     |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------------------|--|-------------|---------------------|----------------|--|---------------|---------------------|----------------|--|--------------------------------------|---------|----------------------|--|-------------------------------------|---------|--------------------------|--|--------|---------|---------|--|--------|---------------------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                    |  | CommonStock |                     | PreferredStock |  | TreasuryStock |                     | Paid-inCapital |  | RetainedEarnings(AccumulatedDeficit) |         | UnearnedCompensation |  | AccumulatedOtherComprehensive(Loss) |         | TotalStockholders'Equity |
| Balanceat December 31,2000              |  | $           | 66                  |           |  | $             | —             |           |  | $                                    | (26     | )               |  | $                                   | 55,019  |                     |  | $      | 16,724  |    |  | $      | (21                 | )  |  | $      | (285    | )  |  | $      | 71,477  |    |
| Netloss                                 |  |        | —             |           |  |          | —             |           |  |                                 | — |                 |  |                                | — |                     |  |   | (20,838 | )  |  |   | —             |    |  |   | — |    |  |   | (20,838 | )  |
| Adjustmentfor minimum pensionliability  |  |        | —             |           |  |          | —             |           |  |                                 | — |                 |  |                                | — |                     |  |   | — |    |  |   | —             |    |  |   | (1,578  | )  |  |   | (1,578  | )  |
| Comprehensiveloss                       |  |        | —             |           |  |          | —             |           |  |                                 | — |                 |  |                                | — |                     |  |   | — |    |  |   | —             |    |  |   | — |    |  |   | (22,416 | )  |
| Commonstock issued (373,279shares)      |  |        | 4                   |           |  |          | —             |           |  |                                 | — |                 |  |                                | 8       |                     |  |   | (12     | )  |  |   | —             |    |  |   | — |    |  |   | — |    |
| Preferredstock dividendsdeclared        |  |        | —             |           |  |          | —             |           |  |                                 | — |                 |  |                                | — |                     |  |   | (138    | )  |  |   | —             |    |  |   | — |    |  |   | (138    | )  |
| Restrictedstock canceled (11,900shares) |  |        | —             |           |  |          | —             |           |  |                                 | — |                 |  |                                | (75     | )                   |  |   | — |    |  |   | 6                   |    |  |   | — |    |  |   | (69     | )  |
| Treasurystock issued (30,175shares)     |  |        | —             |           |  |          | —             |           |  |                                 | 11      |                 |  |                                | 85      |                     |  |   | — |    |  |   | —             |    |  |   | — |    |  |   | 96      |    |
| Amortizationof unearnedcompensation     |  |        |   — |           |  |          |   — |           |  |                                 | — |                 |  |                                | — |                     |  |   | — |    |  |   | 15                  |    |  |   | — |    |  |   | 15      |    |
| Balanceat December 31,2001              |  |        | 70                  |           |  |          | —             |           |  |                                 | (15     | )               |  |                                | 55,037  |                     |  |   | (4,264  | )  |  |   | —             |    |  |   | (1,863  | )  |  |   | 48,965  |    |
| Netincome                               |  |        | —             |           |  |          | —             |           |  |                                 | — |                 |  |                                | — |                     |  |   | 1,988   |    |  |   | —             |    |  |   | — |    |  |   | 1,988   |    |
| Adjustmentfor minimum pensionliability  |  |        | —             |           |  |          | —             |           |  |                                 | — |                 |  |                                | — |                     |  |   | — |    |  |   | —             |    |  |   | (2,629  | )  |  |   | (2,629  | )  |
| Comprehensiveloss                       |  |        | —             |           |  |          | —             |           |  |                                 | — |                 |  |                                | — |                     |  |   | — |    |  |   | —             |    |  |   | — |    |  |   | (641    | )  |
| Commonstock issued (124,134shares)      |  |        | 1                   |           |  |          | —             |           |  |                                 | — |                 |  |                                | 4       |                     |  |   | (5      | )  |  |   | —             |    |  |   | — |    |  |   | — |    |
| Preferredstock dividendsdeclared        |  |        | —             |           |  |          | —             |           |  |                                 | — |                 |  |                                | — |                     |  |   | (86     | )  |  |   | —             |    |  |   | — |    |  |   | (86     | )  |
| Balanceat December 31,2002              |  |        | 71                  |           |  |          | —             |           |  |                                 | (15     | )               |  |                                | 55,041  |                     |  |   | (2,367  | )  |  |   | —             |    |  |   | (4,492  | )  |  |   | 48,238  |    |
| Netloss                                 |  |        | —             |           |  |          | —             |           |  |                                 | — |                 |  |                                | — |                     |  |   | (4,536  | )  |  |   | —             |    |  |   | — |    |  |   | (4,536  | )  |
| Adjustmentfor minimum pensionliability  |  |        | —             |           |  |          | —             |           |  |                                 | — |                 |  |                                | — |                     |  |   | — |    |  |   | —             |    |  |   | (18     | )  |  |   | (18     | )  |
| Comprehensiveloss                       |  |        | —             |           |  |          | —             |           |  |                                 | — |                 |  |                                | — |                     |  |   | — |    |  |   | —             |    |  |   | — |    |  |   | (4,554  | )  |
| Preferredstock dividendsdeclared        |  |        | —             |           |  |          | —             |           |  |                                 | — |                 |  |                                | — |                     |  |   | (64     | )  |  |   | —             |    |  |   | — |    |  |   | (64     | )  |
| Balanceat December 31,2003              |  | $           | 71                  |           |  | $             | —             |           |  | $                                    | (15     | )               |  | $                                   | 55,041  |                     |  | $      | (6,967  | )  |  | $      |   — |    |  | $      | (4,510  | )  |  | $      | 43,620  |    |
|                                         |

Theaccompanying notes are an integral part of these consolidated financialstatements.

27

----

TRANSPRO,INC. NOTES TO CONSOLIDATED FINANCIALSTATEMENTS

Note 1.    Descriptionof Business

Transpro, Inc. (the"Company") designs, manufactures and marketsradiators, radiator cores, heater cores, air conditioning parts(including condensers, compressors, accumulators and evaporators) andother heat transfer products for the automotive and light truckaftermarket. In addition, the Company designs, manufactures anddistributes radiators, radiator cores, charge air coolers, charge aircooler cores, oil coolers and other specialty heat exchangers fororiginal equipment manufacturers ("OEMs") ofheavy trucks and industrial and off-highway equipment and the heavyduty heat exchanger aftermarket.

Note 2.    Summary ofSignificant Accounting Policies

Basis ofConsolidation:    The Company's consolidated financialstatements include the accounts of all subsidiaries. Intercompanybalances and transactions have been eliminated.

Cash and CashEquivalents:    The Company considers all highly liquidinvestments with maturities of three months or less at the time ofpurchase to be cash equivalents. Cash overdrafts are classified ascurrent liabilities. The amount reported in the balance sheet for cashand cash equivalents approximates its fair value.

Inventories:    Inventories are valued at the lower of cost(first-in, first-out method) or market. Provisions are made for slowmoving or obsolete inventory based upon historical usage and managementestimates of expected recovery.

Property, Plant andEquipment:    Property, plant and equipment is recorded at cost.Ordinary maintenance and repairs are expensed, while replacements andbetterments are capitalized. Land improvements, buildings and machineryare depreciated using the straight-line method over their estimateduseful lives which range up to forty years for buildings and betweenthree and ten years for machinery and equipment. Leasehold improvementsare amortized over the lease term or the estimated useful lives of theimprovements, whichever is shorter. Upon retirement or disposition ofplant and equipment, the cost and related accumulated depreciation areremoved from the accounts and any resulting gain or loss is recognizedin the Company's consolidated statements of operations.

Goodwill:    Goodwill represents the excess of cost overthe fair value of assets acquired and was amortized using thestraight-line method over 20 years. The Company previously periodicallyestimated the future undiscounted cash flows of the businesses to whichgoodwill related to ensure that the carrying value of such goodwill hadnot been impaired. In 2002, the Company adopted FASB Statement No. 142,"Goodwill and Other Intangible Assets," whichis described in Note 3 herein.

Impairment of Long-LivedAssets:    In the event that facts and circumstances indicatethat the carrying amounts of a business unit's long-lived assetsmay be impaired, an evaluation of recoverability would be performed. Ifan evaluation is required, the estimated future undiscounted cash flowsassociated with the asset would be compared to the asset'scarrying amount to determine if a writedown is required. If this reviewindicates that the assets will not be recoverable, the carrying valueof the Company's assets would be reduced to their estimated fairvalue.

Foreign Currency Translation:    The functionalcurrency of the Company's manufacturing operations in Mexico isthe U.S. dollar and therefore, any adjustments related to currencytransactions are included in results from continuing operations.

Revenue Recognition:    Sales are recognized either whenproducts are shipped to the customer or when they are received by thecustomer in accordance with the invoice shipping terms. Accruals forwarranty costs, sales returns and allowances are provided at the timeof sale based upon historical experience and agreements currently inplace with certain customers. In conjunction with multi-year agreementswith certain customers, the Company incurs customer acquisition costswhich are capitalized and amortized, as a reduction of net sales, overthe life of the agreement. Delivery charges billed to customers werenot significant in 2003, 2002 or 2001.

28

----

TRANSPRO,INC. NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** — (continued)**

Research andDevelopment:    Research and development costs are expensed asincurred.

Stock Compensation Costs:    The Companyapplies APB Opinion No. 25 "Accounting for Stock Issued toEmployees" and related interpretations in accounting forits stock option plans. Accordingly, no compensation cost has beenrecognized in the financial statements. Had compensation cost for theCompany's plans been determined based on the fair value at thegrant dates for awards under the plans, consistent with Statement ofFinancial Accounting Standards No. 123 "Accounting forStock Based Compensation," as amended by SFAS No. 148"Accounting for Stock-Based Compensation –Transition and Disclosure", the pro forma net (loss)income and (loss) earnings per share for the three years ended December31, would have been as follows:

|                                           |  |                                        |        |         |  |        |        |         |  |        |         |         |  |  |
|-------------------------------------------|--|----------------------------------------|--------|---------|--|--------|--------|---------|--|--------|---------|---------|--|--|
|                                      |  | 2003                                   |        | 2002    |  | 2001   |
|                                      |  | (inthousands, except per shareamounts) |
| Net (loss)income:                         |  |                                   |   |    |  |   |   |    |  |   |    |    |  |
| Asreported                                |  | $                                      | (4,536 | )  |  | $      | 1,988  |    |  | $      | (20,838 | )  |
| Stockbased compensation costs, net oftax  |  |                                   | (240   | )  |  |   | (375   | )  |  |   | (270    | )  |
| Proforma                                  |  | $                                      | (4,776 | )  |  | $      | 1,613  |    |  | $      | (21,108 | )  |
|                                      |  |                                   |   |    |  |   |   |    |  |
| Basicnet (loss) income per commonshare:   |  |                                   |   |    |  |   |   |    |  |   |    |    |
| Asreported                                |  | $                                      | (0.65  | )  |  | $      | 0.27   |    |  | $      | (3.17   | )  |
| Proforma                                  |  |                                   | (0.68  | )  |  |   | 0.22   |    |  |   | (3.21   | )  |
|                                      |  |                                   |   |    |  |   |   |    |  |   |    |    |
| Dilutednet (loss) income per commonshare: |  |                                   |   |    |  |   |   |    |  |   |    |    |
| Asreported                                |  | $                                      | (0.65  | )  |  | $      | 0.28   |    |  | $      | (3.17   | )  |
| Proforma                                  |  |                                   | (0.68  | )  |  |   | 0.23   |    |  |   | (3.21   | )  |
|                                           |

IncomeTaxes:    Deferred tax assets and liabilities are recorded basedon the difference between the financial statement and tax basis ofassets and liabilities using enacted tax rates in effect for the yearin which the differences are expected to reverse. A deferred taxvaluation allowance is recorded to reduce the carrying amount ofdeferred tax assets if it is more likely than not that such assets willnot be realized.

Concentration of Credit Risk andAvailability of Funds:    The Company is subject to aconcentration of credit risk primarily with its trade accountsreceivable. The largest concentration is with retail customers in theCompany's Automotive and Light Truck segment where five customerscomprise 43.7% of net sales in 2003. The loss of one or more ofthese customers could have a material adverse effect on theCompany's results of operations. The Company grants credit tocustomers who meet pre-established credit requirements, and generallyrequires no collateral from its customers. Estimates of potentialcredit losses are based upon historical experience, customerinformation and management's expectations of the industry and theoverall economy. As of December 31, 2003, the Company had no othersignificant concentrations of credit risk.

The Company'sfinancial statements have been prepared on the basis of continuity ofoperations and realization of assets and the satisfaction ofliabilities in the ordinary course of business. The future liquidityand ordinary capital needs of the Company in the short term areexpected to be met from a combination of cash flows from operations andborrowings under the Loan Agreement. The Company's workingcapital requirements peak during the first and second quarters,reflecting the normal seasonality in the Automotive and Light Trucksegment and heavy duty aftermarket business unit. In addition, theCompany's future cash flow may be impacted by industry trendslengthening customer payment terms or the extension of customersponsored payment arrangements. During 2003, the Company beganutilizing a customer-sponsored program administered by a financialinstitution in order to accelerate the collection of receivables andoffset the impact of these longer terms. The Company intends tocontinue utilizing this program as long as it is a cost effective toolto accelerate cash flow and has recently expanded its usage as othercustomers have made it available. Management believes that cash flowfrom operations, together 

29

----

TRANSPRO,INC. NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** — (continued)**

with the financing described in Note 9herein, will be adequate to finance ongoing operations. However,management believes that the amount of funds available under the LoanAgreement would not be sufficient to meet the capital needs for majorgrowth initiatives, such as significant acquisitions. If the Companywere to implement major new growth initiatives, it would have to seekadditional sources of capital. However, no assurance can be given thatthe Company would be successful in securing such additional sources ofcapital.

Use of Estimates:    The preparation of theconsolidated financial statements in conformity with accountingprinciples generally accepted in the United States of America requiresmanagement to make estimates and assumptions that affect the reportedamounts of assets and liabilities and disclosure of contingent assetsand liabilities at the dates of the consolidated financial statementsand the reported amounts of revenues and expenses during the reportingperiods. Actual results could differ from those estimates.

Reclassification:    Certain prior period amounts have beenreclassified to conform to the current year presentation.

Note3.    Recent Accounting Pronouncements

In June 2001, the FASBissued Statement No. 142, "Goodwill and Other IntangibleAssets" ("SFAS 142"), whichrequires that goodwill and certain other intangible assets havingindefinite lives no longer be amortized to earnings, but instead besubject to periodic testing for impairment. Intangible assetsdetermined to have definitive lives will continue to be amortized overtheir useful lives. As this statement was effective for years beginningafter December 15, 2001, the Company adopted SFAS 142 in the firstquarter of 2002. As a result of applying the tests included in SFAS142, the Company determined that there was a transitional impairmentloss as the carrying value of the goodwill recorded by its Automotiveand Light Truck segment exceeded the fair value of the business. Thecumulative effect of this change in accounting principle, in the amountof $4.7 million, has been expensed in the consolidated results ofoperations for 2002. This write-off has no impact on cash flow fromoperations. Goodwill amortization was zero in 2003 and 2002 and $0.4million in 2001. Excluding the after-tax impact of the goodwillamortization, loss from continuing operations, net loss and net lossper share for the year ended December 31, 2001 would have been asfollows:

|                                                                                     |  |                                      |         |         |  |  |
|-------------------------------------------------------------------------------------|--|--------------------------------------|---------|---------|--|--|
|                                                                                |  | (inthousands, except per share data) |
| Loss fromcontinuing operations —reported                                      |  | $                                    | (20,838 | )  |
| Goodwillamortization                                                                |  |                                 | 368     |    |
| Loss fromcontinuing operations excluding goodwillamortization                       |  | $                                    | (20,470 | )  |
| Net loss— reported                                                            |  | $                                    | (20,838 | )  |
| Goodwillamortization                                                                |  |                                 | 368     |    |
| Net lossexcluding goodwillamortization                                              |  | $                                    | (20,470 | )  |
| Loss percommon share from continuing operations (basic and diluted) —reported |  | $                                    | (3.17   | )  |
| Goodwillamortization                                                                |  |                                 | 0.06    |    |
| Loss per commonshare from continuing operations excluding goodwillamortization      |  | $                                    | (3.11   | )  |
| Net loss percommon share (basic and diluted) —reported                        |  | $                                    | (3.17   | )  |
| Goodwillamortization                                                                |  |                                 | 0.06    |    |
| Net loss percommon share excluding goodwillamortization                             |  | $                                    | (3.11   | )  |
|                                                                                     |

In June2001, the FASB issued Statement No. 143, "Accounting forAsset Retirement Obligations" ("SFAS143"), which provides the accounting requirements forretirement obligations associated with tangible long-lived assets. ThisStatement requires entities to record the fair value of a liability foran asset 

30

----

TRANSPRO,INC. NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** — (continued)**

retirement obligation in the period in whichit is incurred. This Statement was effective for the Company on January1, 2003. The adoption of SFAS 143 did not have a material impact on theCompany's consolidated results of operations, financial positionor cash flows.

In April, 2002, the FASB issued Statement No. 145"Rescission of FASB Statements No. 4, 44 and 64, Amendmentof FASB Statement No. 13, and Technical Corrections" whichrevised the criteria for determining an extraordinary item resultingfrom the early extinguishment of debt. While adoption of this Statementhad no impact on current results of operations, results for the yearended December 31, 2001, included herein, reflect the reclassificationof the previously reported extraordinary item.

In September2002, SFAS No. 146, "Accounting for Costs Associated withExit or Disposal Activities" ("SFAS146") was issued. This Statement provides guidance on therecognition and measurement of liabilities associated with disposal andexit activities, including restructuring, and was effective for theCompany on January 1, 2003. SFAS 146 requires that certain exit ordisposal costs be recorded as operating expenses when incurred asopposed to being accrued at the time there is a commitment to an exitplan as required by EITF Issue 94-3. The restructuring activitiesduring 2003 were recorded in accordance with SFAS No. 146.

During December 2002, the FASB issued Statement No. 148,"Accounting for Stock-Based Compensation –Transition and Disclosure" ("SFAS148") which amends SFAS No. 123 "Accountingfor Stock-Based Compensation" to provide alternativemethods for determining compensation expense and amends quarterly andannual disclosure requirements. The Company has adopted the disclosureprovisions of SFAS No. 148 in its year-end and interim reporting.

In December 2003, the FASB issued Statement No. 132 (Revised 2003)"Employers' Disclosures about Pensions and OtherPostretirement Benefits" which replaces the original SFAS132 and revises employers' financial statement disclosures aboutpension plans and other postretirement plans. The Company has adoptedthe applicable provisions of this Statement in its reporting of thefinancial results for the year ended December 31, 2003.

Note4.    Acquisitions

On December 27, 2002, the Company acquiredcertain assets of Fedco Automotive Components Company("Fedco"), based in Buffalo, New York, awholly owned subsidiary of Tomkins PLC, for a cash purchase price ofapproximately $8.1 million, including transaction costs. Fedcomanufactured copper/brass and aluminum automotive and truck heaters foraftermarket retailers and distributors, as well as specialty originalequipment manufacturers. The acquisition was funded using proceeds fromthe Company's Loan and Security Agreement. The transaction hasbeen accounted for as a purchase from the date of the acquisition.

Note 5.    Sale of Building

On May 1, 2003, the Companycompleted the sale of its headquarters facility in New Haven,Connecticut. In conjunction with the sale, the Company entered into asix-year lease for the office, test lab and tube mill space, which itcurrently occupies. The proceeds from the sale were used to repay the$5.0 million outstanding balance of the Industrial Revenue Bond("IRB") on the facility. The gain on the saleof the building, of approximately $1.6 million, will be recognized asincome equally over the six-year term of the lease. During 2003, theCompany recorded a gain of $0.2 million in its results from operations.The minimum lease obligation under the lease agreement is $0.3 millionper year or $2.0 million for the full term of the lease.

Note6.    Restructuring and Other Special Charges

During 2003,the Company completed the $7.0 million restructuring program that ithad commenced during the third quarter of 2001. The program wasdesigned around business initiatives to improve the 

31

----

TRANSPRO,INC. NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** — (continued)**

Company's operating performance,including the redesign of our distribution system, headcountreductions, the transfer of production between manufacturing facilitiesand a reevaluation of our product offerings. The Company also addedapproximately $0.9 million of new relocation programs in 2003 toinclude the relocation of Fedco's inventory and machinery toMexico and salaried headcount reductions made in order to lower overalloperating costs. Restructuring and other special charges of $1.5million, $1.8 million and $4.6 million were recorded during 2003, 2002and 2001, respectively. The remaining reserve balance at December 31,2003, 2002 and 2001 is classified in other accrued liabilities. Asummary of these charges is asfollows:

|                             |  |                  |         |                        |  |                |         |         |  |        |         |         |  |        |        |         |  |  |
|-----------------------------|--|------------------|---------|------------------------|--|----------------|---------|---------|--|--------|---------|---------|--|--------|--------|---------|--|--|
|                        |  | WorkforceRelated |         | Facility Consolidation |  | AssetWritedown |         | Total   |
|                        |  | (inthousands)    |
| Charge tooperations         |  | $                | 1,101   |                   |  | $              | 414     |    |  | $      | 3,060   |    |  | $      | 4,575  |    |
| Cashpayments                |  |             | (704    | )                 |  |           | (177    | )  |  |   | — |    |  |   | (881   | )  |
| Non-cashwrite-off           |  |             | — |                   |  |           | — |    |  |   | (3,060  | )  |  |   | (3,060 | )  |
| Balance at December 31,2001 |  |             | 397     |                   |  |           | 237     |    |  |   | — |    |  |   | 634    |    |
| Chargetooperations          |  |             | 841     |                   |  |           | 503     |    |  |   | 472     |    |  |   | 1,816  |    |
| Cashpayments                |  |             | (763    | )                 |  |           | (578    | )  |  |   | — |    |  |   | (1,341 | )  |
| Non-cashwrite-off           |  |             | — |                   |  |           | — |    |  |   | (472    | )  |  |   | (472   | )  |
| Balanceat December 31,2002  |  |             | 475     |                   |  |           | 162     |    |  |   | — |    |  |   | 637    |    |
| Chargetooperations          |  |             | 922     |                   |  |           | 500     |    |  |   | 68      |    |  |   | 1,490  |    |
| Cashpayments                |  |             | (1,198  | )                 |  |           | (639    | )  |  |   | — |    |  |   | (1,837 | )  |
| Non-cashwrite-off           |  |             | — |                   |  |           | — |    |  |   | (68     | )  |  |   | (68    | )  |
| Balanceat December 31,2003  |  | $                | 199     |                   |  | $              | 23      |    |  | $      | — |    |  | $      | 222    |    |
|                             |

The workforce-related chargesin 2001 reflect the elimination of 119 salaried and hourly positionswithin the Heavy Duty and Automotive and Light Truck SBGs during thesecond half of the year. In 2002, the charges represent the eliminationof 31 salaried and hourly positions, primarily within the Heavy Dutyand Automotive and Light Truck segments and stay-pay costs, which wereearned in the Heavy Duty segment. Charges in 2003 represent theelimination of 82 salaried and hourly positions as a result of theclosure of two Heavy Duty Aftermarket plants and salaried headcountreductions, which impacted all segments of the business. Cash paymentsfor severance programs are expected to continue through the end of2004.

The $0.4 million facility consolidation charge in 2001represents inventory and machinery movement, lease termination andfacility exit expenses associated with the transfer of several productlines between Heavy Duty segment manufacturing locations and theclosure of seven Automotive and Light Truck segment branch facilitiesas part of the redesign of the Company's distribution system.Machinery and inventory movement costs were expensed as incurred. For2002, facility closure costs of $0.5 million primarily reflect expensesassociated with the closure of two Automotive and Light Truck salesbranches, the relocation of an aluminum tube mill purchased during theyear and the closure of a Heavy Duty plant. In 2003, costs areassociated with the closure of two Heavy Duty Aftermarket plants inNorth Kansas City, Missouri and Phoenix, Arizona, the closure of theCharlotte, North Carolina Automotive and Light Truck branch and therelocation of the Fedco copper/brass inventory and machinery fromBuffalo to our existing facility in Mexico. Cash payments are expectedto be completed during 2004.

During the third quarter of 2001,due to changes in product demand, the Company decided to exit itscopper/brass condenser product production and closed a Californiamanufacturing plant, resulting in the impairment of $1.8 million ofgoodwill recorded as part of the Rahn Industries acquisition in 1996.The write-off is the result of a determination that the value ofestimated future cash flows was less than the carrying amount of thegoodwill. In conjunction with the closure of the Californiamanufacturing plant, 

32

----

TRANSPRO,INC. NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** — (continued)**

a charge of $1.2 million was also recorded in2001 to reflect the impairment of inventory and fixed assets. Of thischarge, $0.9 million was included in cost of sales. All assets weredisposed of prior to the end of 2001. During the third quarter of 2002,the Company announced the closure of its underutilized Maquoketa, Iowa,Heavy Duty component parts plant in order to move the manufacturingcloser to where the parts are used. As a result, the Company recorded aprovision of $0.5 million to reduce the inventory and fixed assets tonet realizable value, which was included in cost of sales. The Companyalso received proceeds of $0.1 million during the second quarter of2002 from the sale of assets, which had been written off during 2001 inconnection with the closure of a California manufacturing plant. Inconjunction with the closure of two Heavy Duty Aftermarket plants in2003, the Company wrote down the related fixed assets and inventory tonet realizable value and disposed of the assets.

Note7.    Inventory

Inventory at December 31 consists of thefollowing:

|                                 |  |               |        |        |  |        |        |        |  |  |  |  |  |  |
|---------------------------------|--|---------------|--------|--------|--|--------|--------|--------|--|--|--|--|--|--|
|                            |  | 2003          |        | 2002   |  |
|                            |  | (inthousands) |        |
| Raw material and componentparts |  | $             | 15,704 |   |  | $      | 17,814 |   |  |
| Work inprogress                 |  |          | 1,082  |   |  |   | 1,219  |   |  |
| Finishedgoods                   |  |          | 54,641 |   |  |   | 45,594 |   |  |
| Totalinventory                  |  | $             | 71,427 |   |  | $      | 64,627 |   |  |
|                                 |

Note8.    Property, Plant and Equipment

Property, plant andequipment at December 31 consists of thefollowing:

|                                         |  |               |         |         |  |        |         |         |  |  |  |  |  |  |
|-----------------------------------------|--|---------------|---------|---------|--|--------|---------|---------|--|--|--|--|--|--|
|                                    |  | 2003          |         | 2002    |  |
|                                    |  | (inthousands) |         |
| Land andimprovements                    |  | $             | 90      |    |  | $      | 90      |    |  |
| Buildings andimprovements               |  |          | 7,095   |    |  |   | 12,682  |    |  |
| Machineryandequipment                   |  |          | 61,409  |    |  |   | 60,858  |    |  |
| Property,plant and equipment,gross      |  |          | 68,594  |    |  |   | 73,630  |    |  |
| Accumulateddepreciation andamortization |  |          | (44,440 | )  |  |   | (47,078 | )  |  |
| Property,plant and equipment,net        |  | $             | 24,154  |    |  | $      | 26,552  |    |  |
|                                         |

Note9.    Debt

Debt at December 31 consists of thefollowing:

|                                 |  |               |         |        |  |        |        |        |  |  |  |  |  |  |
|---------------------------------|--|---------------|---------|--------|--|--------|--------|--------|--|--|--|--|--|--|
|                            |  | 2003          |         | 2002   |  |
|                            |  | (inthousands) |         |
| Revolving creditfacility        |  | $             | 48,598  |   |  | $      | 51,294 |   |  |
| Termloan                        |  |          | 2,175   |   |  |   | 3,000  |   |  |
| Industrial revenuebond          |  |          | — |   |  |   | 5,000  |   |  |
| Capitalized leaseobligations    |  |          | 171     |   |  |   | 302    |   |  |
| Totaldebt                       |  |          | 50,944  |   |  |   | 59,596 |   |  |
| Less:                           |  |          |    |   |  |   |   |   |  |
| Revolvingcreditfacility         |  |          | 48,598  |   |  |   | 51,294 |   |  |
| Currentportion of long-termdebt |  |          | 1,040   |   |  |   | 1,035  |   |  |
| Totallong-termdebt              |  | $             | 1,306   |   |  | $      | 7,267  |   |  |
|                                 |

33

----

TRANSPRO,INC. NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** — (continued)**

The Company entered into a $65.0 millionLoan and Security Agreement (the "LoanAgreement") on January 4, 2001 with Congress FinancialCorporation (New England) ("Congress"), anaffiliate of Wachovia Bank N.A. ("Wachovia").Proceeds from the Loan Agreement were utilized to repay the thenexisting revolving credit arrangement with five banking institutions.The Loan Agreement originally provided for collateralized borrowings orthe issuance of letters of credit in an aggregate amount not to exceed$65.0 million and was comprised of a $60.0 million Revolving CreditFacility and a $5.0 million Term Loan. The initial term of the LoanAgreement was to expire on January 5, 2004, with annual extensionsthereafter at the option of Congress. The Loan Agreement iscollateralized by a blanket first security interest in substantiallyall of the Company's assets plus a pledge of the stock of theCompany's subsidiaries. Available borrowings under the RevolvingCredit Facility are determined by a borrowing base consisting of theCompany's eligible accounts receivable and inventory, adjusted byan advance rate. Borrowings under the Revolving Credit Facility areclassified as short term in the accompanying consolidated balancesheet. The Term Loan originally was payable in 59 consecutive monthlyinstallments of $75 thousand commencing February 1, 2001, with aballoon payment due on January 5, 2004.

Amounts borrowed underthe Loan Agreement initially bore interest at variable rates based, atthe Company's option, on either the Eurodollar rate plus a marginof 2.0%, 2.25% or 2.50% depending on theCompany's pretax profit performance, or the Wachovia base lendingrate. The Loan Agreement contains covenants regarding working capitaland net worth and prohibits the payment of common stock dividends.

For the period April 30, 2001 through June 30, 2001, the Company wasin default of the net worth covenant contained in the Loan Agreement.Congress waived the default by executing an amendment to the LoanAgreement, which provided that effective July 1, 2001, borrowings bearinterest at either 1.5% above the prime rate or 4% inexcess of the Eurodollar rate, at the Company's option. On July30, 2001, the Company entered into an amendment to the Loan Agreement,which lowered the net worth threshold to $63.0 million for periodsafter July 30, 2001. On November 27, 2001, an amendment was enteredinto which lowered the maximum borrowing amount under the LoanAgreement from $65.0 million to $55.0 million and lowered the maximumborrowing amount under the revolving credit facility from $60.0 millionto $50.0 million. On February 20, 2002, the Company entered into anamendment, which redefined working capital to exclude deferred taxassets, and established the minimum working capital threshold at $53.0million effective December 31, 2001 through March 31, 2002 and at $55.0million thereafter. These amendments were entered into in order tocorrect a violation, which would have occurred under the originalwording of the agreement. In order to correct a net worth violation,which would have occurred as a result of recording the tax valuationreserve in 2001, and writing off goodwill in the first quarter of 2002,the Company obtained an amendment, which as of December 31, 2001,lowered the minimum net worth threshold to $37.0 million. On November22, 2002, the maximum credit line was permanently increased to $65.0million as a result of an amendment to the Loan Agreement.

OnDecember 27, 2002, the Company entered into an amendment to its LoanAgreement, along with an amendment to its Term Promissory Note. Theseamendments provide for a permanent increase in the maximum credit lineto $80.0 million and an extension of the credit line through December27, 2005. The expanded credit line is comprised of a Revolving Creditfacility of up to $77.0 million and a Term Loan of $3.0 million. TheTerm Loan is payable in 35 consecutive monthly installments of $75thousand, commencing on February 1, 2003 with a balloon payment due onDecember 27, 2005. In addition, the interest rate was decreased to theprime rate from the prime rate plus 1.5%. The Company also hasthe option to elect a Eurodollar-based interest rate, which has beendecreased from plus 4.0% to plus 2.5%. There were nochanges to the minimum thresholds for net worth or working capital,which remain at $37 million and $55 million, respectively. Theextension and amendment to the Loan Agreement provides the Company withadditional flexibility to meet its ongoing development needs and lowersborrowing costs.

At December 31, 2003 and 2002, the interestrate on outstanding borrowings under the Loan Agreement was4.00% and 4.25%, respectively. The weighted averageinterest rate during 2003 and 2002 was 4.13% and 6.08%,respectively. Available borrowings under the Revolving Credit facilityat December 31, 2003 were $4.2 million.

34

----

TRANSPRO,INC. NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** — (continued)**

In addition, the Company had an IndustrialRevenue Bond relating to its New Haven, Connecticut facility, which wasdue in October 2013 and was fully collateralized by letters of credit.The Industrial Revenue Bond bore interest, payable quarterly, at a ratebased on a short-term tax-exempt bonds index, as defined in the bonds,and approximated 1.40% at December 31, 2002. The averageinterest rate approximated 1.44% during 2002. This IndustrialRevenue Bond was repaid when the building was sold in May 2003.

Capitalized lease obligations relate primarily to computerequipment.

Interest paid during 2003, 2002 and 2001 was $2.9million, $2.9 million and $3.8 million, respectively.

TheCompany utilizes letters of credit in the amounts of $4.9 million and$10.1 million, at December 31, 2003 and 2002, respectively, to backcertain insurance policies and certain trade purchases. Prior to beingrepaid, the Company was required to have a letter of credit to back itsIndustrial Revenue Bond.

Minimum future debt repayments,excluding the Revolving Credit facility, will be $1.0 million in 2004and $1.3 million in 2005.

Note 10.    Stockholders'Equity

Stockholder Rights Plan:    On September 14,1995, the Board of Directors adopted a Stockholder Rights Plan (the"Rights Plan"), under which one Right (the"Right") was issued and distributed for eachshare of common stock. The Rights Plan is intended to protectshareholders against unsolicited attempts to acquire control of theCompany that do not offer what the Company believes to be an adequateprice to all shareholders. Each Right will entitle the registeredholder to purchase from the Company one one-hundredth of a share ofSeries A Preferred Stock at a price of $60.00 per one one-hundredth ofa share of Series A Preferred Stock subject to adjustment. Thedescription and terms of the Rights are set forth in a Rights Agreementbetween the Company and American Stock Transfer & Trust Company, asRights Agent.

The Rights will become exercisable only if aperson or group acquires or obtains the right to acquire beneficialownership of 20% or more of the outstanding shares of commonstock (an "Acquiring Person") or 10 days (orsuch later date as the Company's Board of Directors maydetermine) following the commencement by a person or group of a tenderor exchange offer which would result in such person or group becomingan Acquiring Person. The earlier of such dates is called the"Rights Distribution Date." Until the RightsDistribution Date, the Rights will be evidenced by the certificates forshares of common stock. In the event that any person or group ofaffiliated or associated persons becomes an Acquiring Person, properprovision shall be made so that each holder of a Right, other thanRights that are or were owned beneficially by the Acquiring Person(which, from and after the later of the Rights Distribution Date andthe date of the earliest of any such events, will be void), willthereafter have the right to receive, upon exercise thereof at the thencurrent exercise price of the Right, that number of shares of commonstock having a market value of two times the exercise price of theRight.

Preferred Stock:    In connection with theacquisition of Ready-Aire, the Company issued 30,000 shares ofTranspro, Inc. Series B Convertible Preferred Stock("Preferred Stock"). The purchase agreementprovides for a potential additional payout for the Ready-Aireacquisition based on the earnings performance of the business for theperiod January 1, 1999 through December 31, 2000 that would, undercertain circumstances, take the form of an increase in the liquidationpreference of the Preferred Stock. The holder of the Preferred Stockhas disputed the calculation of the payout amount and, the Company isattempting to resolve the differences in accordance with thearbitration provisions of the Ready-Aire stock purchase agreement.Should any adjustment result from this arbitration, the resultingincrease in goodwill may be impaired as a result of the provisions ofSFAS 142, resulting in a charge to operating income. The PreferredStock is non-transferable and is entitled to cumulative dividends of5%. It is convertible into common stock at the rate of50% on August 1, 2001, an additional 25% on August 1,2002 and the remaining 25% on August 1, 2003 and is redeemablethereafter at the liquidation 

35

----

TRANSPRO,INC. NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** — (continued)**

preference at the time of redemption. ThePreferred Stock is convertible into common stock based upon theliquidation preference and the market value of common stock at the timeof conversion, as further defined in the purchase agreement. Theaggregate number of shares of common stock to be issued upon conversionof Preferred Stock may not exceed 7% of the total number ofshares of common stock outstanding, after giving effect to theconversion. During the month of December 2002, the holder of thePreferred Stock converted 6,139 shares of Preferred Stock $(0.6million) into 124,134 shares of common stock. During the fourth quarterof 2001, 11,080 shares of Preferred Stock ($1.1 million) were convertedinto 373,279 shares of common stock.

TreasuryStock:    During the second quarter of 2001, the Board ofDirectors authorized the issuance of 30,175 shares of treasury stockand the payment of $97 thousand to the Chairman of the Board ascompensation for serving as interim President of the Company.

Accumulated Other Comprehensive Loss:    Othercomprehensive loss pertains to revenues, expenses, gains and lossesthat are not included in net (loss) income, but rather are recordeddirectly in Stockholders' Equity. For 2003, 2002 and 2001, othercomprehensive loss reflects minimum pension liability adjustments. Thepre-tax and net of tax (loss) adjustments for the years ended December31, were $(18) thousand and $(18) thousand for 2003, $(2.6) million and$(2.6) million for 2002; and $(1.6) million and $(1.6) million for2001, respectively.

Note 11.    Retirement andPost-retirement Plans

Retirement Plans:    A majorityof the Company's non-union full-time U.S. employees are coveredby a cash balance defined benefit plan. Generally, employees becomevested in their pension plan benefits after 5 years of employment. TheCompany also maintains a non-qualified retirement plan to supplementbenefits for designated employees whose pension plan benefits arelimited by the provisions of the Internal Revenue Code.

TheCompany has recorded an additional minimum liability at the end of eachyear representing the excess of the accumulated benefit obligationsover the fair value of plan assets and accrued pension liabilities. Tothe extent possible, an intangible asset, representing unrecognizedprior service costs exists, an intangible asset has been recorded tooffset the liabilities. The balance of the liability at the end of theperiod is reported as a separate reduction of Stockholders'Equity, net of tax.

Postretirement Plans:    TheCompany provides healthcare and life insurance benefits for certainretired employees who reach retirement age while working for theCompany. The Company accrues for the cost of its postretirement healthcare and life insurance benefits based on actuarially determined costsrecognized over the period from the date of hire to the fulleligibility date of employees who are expected to qualify for thesebenefits. The Company funds these costs on a pay as you go basis.

Components of net periodic benefit cost for the three years endedDecember 31 are asfollows:

|                               |  |                 |         |                     |  |        |         |         |  |        |        |         |  |        |         |        |  |        |         |         |  |        |         |         |  |  |
|-------------------------------|--|-----------------|---------|---------------------|--|--------|---------|---------|--|--------|--------|---------|--|--------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                          |  | RetirementPlans |         | PostretirementPlans |
|                          |  | 2003            |         | 2002                |  | 2001   |         | 2003    |  | 2002   |        | 2001    |
|                          |  | (inthousands)   |
| Servicecost                   |  | $               | 801     |                |  | $      | 817     |    |  | $      | 798    |    |  | $      | 5       |   |  | $      | 2       |    |  | $      | 2       |    |
| Interestcost                  |  |            | 1,824   |                |  |   | 1,815   |    |  |   | 1,788  |    |  |   | 37      |   |  |   | 42      |    |  |   | 54      |    |
| Expectedreturn on planassets  |  |            | (2,095  | )              |  |   | (1,947  | )  |  |   | (1,955 | )  |  |   | — |   |  |   | — |    |  |   | — |    |
| Plancurtailment               |  |            | — |                |  |   | — |    |  |   | (6     | )  |  |   | — |   |  |   | — |    |  |   | — |    |
| Amortizationof net loss(gain) |  |            | 141     |                |  |   | 94      |    |  |   | (84    | )  |  |   | 4       |   |  |   | (5      | )  |  |   | (13     | )  |
| Netperiodic benefitcost       |  | $               | 671     |                |  | $      | 779     |    |  | $      | 541    |    |  | $      | 46      |   |  | $      | 39      |    |  | $      | 43      |    |
|                               |

36

----

TRANSPRO,INC. NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** — (continued)**

The following tables set forth theplans' combined funded status and amounts recognized in theCompany's consolidated balance sheets at the measurement date,December31:

|                                                       |  |                 |        |                     |  |        |        |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------------|--|-----------------|--------|---------------------|--|--------|--------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                  |  | RetirementPlans |        | PostretirementPlans |
|                                                  |  | 2003            |        | 2002                |  | 2003   |        | 2002    |
|                                                  |  | (inthousands)   |
| Change in benefitobligation:                          |  |            |   |                |  |   |   |    |  |
| Benefit obligationat January1                         |  | $               | 28,793 |                |  | $      | 25,979 |    |  | $      | 584     |    |  | $      | 693     |    |
| Servicecost                                           |  |            | 801    |                |  |   | 817    |    |  |   | 5       |    |  |   | 2       |    |
| Interestcost                                          |  |            | 1,824  |                |  |   | 1,815  |    |  |   | 37      |    |  |   | 42      |    |
| Actuarialloss                                         |  |            | 797    |                |  |   | 1,889  |    |  |   | 31      |    |  |   | 97      |    |
| Actualgross benefitspaid                              |  |            | (2,003 | )              |  |   | (1,707 | )  |  |   | (131    | )  |  |   | (250    | )  |
| Benefitobligation at December31                       |  | $               | 30,212 |                |  | $      | 28,793 |    |  | $      | 526     |    |  | $      | 584     |    |
|                                                  |  |            |   |                |  |
| Changein plan assets:                                 |  |            |   |                |  |   |   |    |  |
| Fair value ofplan assets at January 1                 |  | $               | 19,101 |                |  | $      | 20,020 |    |  | $      | — |    |  | $      | — |    |
| Actual return on planassets                           |  |            | 2,710  |                |  |   | (1,794 | )  |  |   | — |    |  |   | — |    |
| Companycontributions                                  |  |            | 1,795  |                |  |   | 2,582  |    |  |   | 131     |    |  |   | 250     |    |
| Actualgross benefitspaid                              |  |            | (2,003 | )              |  |   | (1,707 | )  |  |   | (131    | )  |  |   | (250    | )  |
| Fairvalue of plan assets at December31                |  | $               | 21,603 |                |  | $      | 19,101 |    |  | $      | — |    |  | $      | — |    |
|                                                  |  |            |   |                |  |
| Reconciliationof funded status:                       |  |            |   |                |  |   |   |    |  |
| Fundedstatus at December31                            |  | $               | (8,609 | )              |  | $      | (9,692 | )  |  | $      | (526    | )  |  | $      | (584    | )  |
| Unrecognizedtransitionasset                           |  |            | 18     |                |  |   | 13     |    |  |   | — |    |  |   | — |    |
| Unrecognizedprior service cost(benefit)               |  |            | 425    |                |  |   | 482    |    |  |   | 54      |    |  |   | (49     | )  |
| Unrecognizednetloss                                   |  |            | 7,030  |                |  |   | 6,902  |    |  |   | 25      |    |  |   | 100     |    |
| Accruedbenefitcost                                    |  | $               | (1,136 | )              |  | $      | (2,295 | )  |  | $      | (447    | )  |  | $      | (533    | )  |
|                                                  |  |            |   |                |  |
| Amountsrecognized in statements of financialposition: |  |            |   |                |  |
| Long-term pensionasset                                |  | $               | 2,662  |                |  | $      | 2,741  |    |  | $      | — |    |  | $      | — |    |
| Accrued benefitliability                              |  |            | (8,498 | )              |  |   | (9,738 | )  |  |   | (447    | )  |  |   | (533    | )  |
| Intangibleasset                                       |  |            | 190    |                |  |   | 210    |    |  |   | — |    |  |   | — |    |
| Accumulatedother comprehensiveloss                    |  |            | 4,510  |                |  |   | 4,492  |    |  |   | — |    |  |   | — |    |
| Netamount recognized at December31                    |  | $               | (1,136 | )              |  | $      | (2,295 | )  |  | $      | (447    | )  |  | $      | (533    | )  |
|                                                       |

Theassumptions used in the determination of the retirement andpostretirement benefit obligation at December 31 are as follows:

|                   |  |                 |      |                      |  |        |      |         |  |        |      |         |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------|--|-----------------|------|----------------------|--|--------|------|---------|--|--------|------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|              |  | RetirementPlans |      | Postretirement Plans |
|              |  | 2003            |      | 2002                 |  | 2001   |      | 2003    |  | 2002   |      | 2001    |
| Discountrate      |  |            | 6.25 | %               |  |   | 6.75 | %  |  |   | 7.25 | %  |  |   | 6.25    | %  |  |   | 6.75    | %  |  |   | 7.25    | %  |
| Salaryprogression |  |            | 4.00 | %               |  |   | 4.25 | %  |  |   | 4.00 | %  |  |   | — |    |  |   | — |    |  |   | — |    |
|                   |

37

----

TRANSPRO,INC. NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** — (continued)**

The assumptions used in the determinationof the net periodic benefit cost for the retirement and postretirementplans for the years ended December 31 are as follows:

|                   |  |                 |      |                     |  |        |      |         |  |        |      |         |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------|--|-----------------|------|---------------------|--|--------|------|---------|--|--------|------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|              |  | RetirementPlans |      | PostretirementPlans |
|              |  | 2003            |      | 2002                |  | 2001   |      | 2003    |  | 2002   |      | 2001    |
| Discountrate      |  |            | 6.75 | %              |  |   | 7.25 | %  |  |   | 7.75 | %  |  |   | 6.75    | %  |  |   | 7.25    | %  |  |   | 7.25    | %  |
| Returnonassets    |  |            | 9.00 | %              |  |   | 9.00 | %  |  |   | 9.00 | %  |  |   | — |    |  |   | — |    |  |   | — |    |
| Salaryprogression |  |            | 4.25 | %              |  |   | 4.00 | %  |  |   | 4.25 | %  |  |   | — |    |  |   | — |    |  |   | — |    |
|                   |

Thereturn on assets reflects the long-term rate of return on plan assetsexpected to be realized over a ten-year or longer period. As such, itwill normally not be adjusted for short-term trends in the stock orbond markets. In addition, the rate of return will reflect theinvestment allocation currently used to manage the pension portfolio.The Company's pension assumptions currently include a 9%long-term annual rate of return, which is based upon the currentportfolio allocation, long-term rates of return for similar investmentvehicles and economic and other indicators of future performance.

The assumptions used to develop postretirement plan healthcare costsat December 31 are asfollows:

|                       |  |        |       |         |  |        |       |         |  |        |       |         |  |  |
|-----------------------|--|--------|-------|---------|--|--------|-------|---------|--|--------|-------|---------|--|--|
|                  |  | 2003   |       | 2002    |  | 2001   |
| Initialtrendrate      |  |   | 10.00 | %  |  |   | 11.00 | %  |  |   | 12.00 | %  |
| Ultimatetrendrate     |  |   | 5.00  | %  |  |   | 5.00  | %  |  |   | 5.00  | %  |
| Yearsto ultimatetrend |  |   | 8     |    |  |   | 9     |    |  |   | 10    |    |
|                       |

Assumedhealthcare cost trend rates can have an effect on the amounts reportedfor the healthcare plan. A one-percentage point change in the assumedhealthcare cost trend rates would have the followingeffects:

|                                                     |  |               |     |            |  |   |      |         |  |  |  |  |  |  |
|-----------------------------------------------------|--|---------------|-----|------------|--|---|------|---------|--|--|--|--|--|--|
|                                                |  | 1%Increase    |     | 1%Decrease |  |
|                                                |  | (inthousands) |     |
| Effect on total service and interestcost components |  | $             | 0.1 |       |  | $ | (0.1 | )  |  |
| Effecton post-retirement benefitobligation          |  | $             | 2.0 |       |  | $ | (2.0 | )  |  |
|                                                     |

Theprojected benefit obligation, accumulated benefit obligation and fairvalue of plan assets for the pension plans with accumulated benefitobligations in excess of plan assets were $24.1 million, $23.9 millionand $15.4 million as of December 31, 2003 and $23.1 million, $23.1million and $13.7 million as of December 31, 2002, respectively.

The accumulated benefit obligation for all retirement plans was$30.0 million and $28.7 million at December 31, 2003 and 2002,respectively.

Assets of the Company's pension plans andtarget allocations by category of investment are asfollows:

|                  |  |                  |     |                                    |  |        |     |         |  |        |     |         |  |  |
|------------------|--|------------------|-----|------------------------------------|--|--------|-----|---------|--|--------|-----|---------|--|--|
|             |  |             |     | Percentage of AssetsatDecember 31, |
| AssetCategory    |  | TargetAllocation |     | 2003                               |  | 2002   |
| Equitysecurities |  |             | 70  | %                             |  |   | 70  | %  |  |   | 69  | %  |
| Debtsecurities   |  |             | 30  | %                             |  |   | 30  | %  |  |   | 31  | %  |
| Other            |  |             | 0   | %                             |  |   | 0   | %  |  |   | 0   | %  |
| Total            |  |             | 100 | %                             |  |   | 100 | %  |  |   | 100 | %  |
|                  |

Equitysecurities are invested in a combination of U.S. and internationalinvestments. The plan assets do not include any shares of theCompany's common stock. An outside investment advisor is utilizedto manage and act as trustee for the Company's pension planassets. The Company's strategy is to invest in diverse assetclasses to minimize risk and maintain liquidity to ensure adequateasset values to meet ongoing obligations.

38

----

TRANSPRO,INC. NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** — (continued)**

It is the Company's policy to makecontributions to its qualified retirement plans sufficient to meet theminimum funding requirements of applicable laws and regulations. During2004, the Company currently estimates that pension contributions willbe $3.6 million.

401(k) Investment Plan:    Under theCompany's 401(k) Plan, substantially all of the Company'snon-union employees and certain union employees are eligible tocontribute a portion of their salaries into various investment options,which include the Company's common stock. The Company matches apercentage of the amounts contributed by the employees. TheCompany's matching contributions were approximately $0.4 millionin 2003, 2002 and 2001.

Note 12.    Stock CompensationPlans

Stock Options:    At December 31, 2003 theCompany had two stock option plans under which key employees anddirectors have been granted options to purchase Transpro common stock.Under the 1995 Stock Plan (the "Stock Plan")options are granted at fair market value on the date of grant and aregenerally exercisable cumulatively at the rate of 25% one yearfrom the date of grant, 50% two years from the date of grant,75% three years from the date of grant, and 100% fouryears from the date of grant. Options granted under the Stock Plangenerally expire ten years from the date of the grant. Awards ofrestricted stock may also be granted to key employees under the StockPlan and may be issued in addition to, or in lieu of stock options. Thetotal number of shares of common stock with respect to which stockoptions may be granted and restricted shares may be awarded under theStock Plan shall not exceed 600,000. At December 31, 2003 and 2002,respectively, 432,359 and 441,859 common shares were reserved for stockoptions and restricted shares granted under the Stock Plan. TheNon-Employee Directors Stock Option Plan (the "DirectorsPlan") provides for the issuance of options at the fairmarket value of the common stock covered thereby on the date of grant.Subject to certain acceleration provisions, each option granted underthe Directors Plan will be exercisable 50% after two years fromthe date of grant, 75% after three years from the date of grantand 100% after four years from the date of grant. Optionsgranted under the Directors Plan expire ten years from the date ofgrant. The total number of shares of common stock with respect to whichoptions may be granted under the Directors Plan may not exceed 100,000shares. At December 31, 2003 and 2002, 99,200 common shares werereserved for stock options granted under the Directors Plan.

OnJuly 5, 2001, the Company commenced a tender offer for all outstandingoptions under the 1995 Stock Plan having an exercise price in excess of$4.00 per share. This did not apply to options outstanding under theDirectors Plan. Under the terms of the offer, tendered options would becanceled and exchanged for new options to be granted on or about thefirst business day, which is six months and one day after the optioncancellation date. The number of options to be granted would be equalto one half of the tendered options for those grants with an exerciseprice between $4.00 and $6.00 and one-third of the tendered options forthose grants with an exercise price greater than $6.00. The tenderoffer expired on August 2, 2001. Of the options to purchase 116,576shares available to be tendered, options to purchase 69,176 shares weretendered and have been canceled. Options, which were not tendered,continue with their original terms and conditions. On February 6, 2002,options to purchase 28,614 shares were granted at an exercise price of$3.39 per share to replace the options which had been tendered.

39

----

TRANSPRO,INC. NOTES TO CONSOLIDATED FINANCIALSTATEMENTS** — (continued)**

Information regarding the Stock Plan andthe Directors Plan is asfollows:

|                                |  |                 |          |                   |  |                 |      |        |  |        |      |        |  |        |       |        |  |  |
|--------------------------------|--|-----------------|----------|-------------------|--|-----------------|------|--------|--|--------|------|--------|--|--------|-------|--------|--|--|
|                           |  |            |          | Option PriceRange |
| StockPlan                      |  | NumberofOptions |          | Low               |  | WeightedAverage |      | High   |
| Outstandingat December 31,2000 |  |            | 470,278  |              |  | $               | 3.72 |   |  | $      | 7.24 |   |  | $      | 11.75 |   |
| Granted                        |  |            | 230,000  |              |  |            | 2.50 |   |  |   | 2.88 |   |  |   | 3.20  |   |
| Canceled                       |  |            | (491,778 | )            |  |            | 2.50 |   |  |   | 6.94 |   |  |   | 11.75 |   |
| Outstandingat December 31,2001 |  |            | 208,500  |              |  |            | 2.50 |   |  |   | 3.14 |   |  |   | 5.88  |   |
| Granted                        |  |            | 243,614  |              |  |            | 3.39 |   |  |   | 4.56 |   |  |   | 4.72  |   |
| Canceled                       |  |            | (10,255  | )            |  |            | 3.39 |   |  |   | 5.21 |   |  |   | 5.88  |   |
| Outstandingat December 31,2002 |  |            | 441,859  |              |  |            | 2.50 |   |  |   | 3.88 |   |  |   | 5.88  |   |
| Canceled                       |  |            | (9,500   | )            |  |            | 5.88 |   |  |   | 5.88 |   |  |   | 5.88  |   |
| Outstandingat December 31,2003 |  |            | 432,359  |              |  |            | 2.50 |   |  |   | 3.85 |   |  |   | 5.88  |   |
| Exercisableat December 31,2003 |  |            | 157,854  |              |  |            | 2.50 |   |  |   | 3.63 |   |  |   | 5.88  |   |
|                                |

|                                |  |                 |         |                   |  |                 |         |        |  |        |         |        |  |        |         |        |  |  |
|--------------------------------|--|-----------------|---------|-------------------|--|-----------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                           |  |            |         | Option PriceRange |
| DirectorsPlan                  |  | NumberofOptions |         | Low               |  | WeightedAverage |         | High   |
| Outstandingat December 31,2000 |  |            | 77,800  |              |  | $               | 5.50    |   |  | $      | 8.54    |   |  | $      | 11.75   |   |
| Granted                        |  |            | 10,700  |              |  |            | 2.70    |   |  |   | 2.70    |   |  |   | 2.70    |   |
| Outstandingat December 31,2001 |  |            | 88,500  |              |  |            | 2.70    |   |  |   | 7.84    |   |  |   | 11.75   |   |
| Granted                        |  |            | 10,700  |              |  |            | 4.72    |   |  |   | 4.72    |   |  |   | 4.72    |   |
| Outstandingat December 31,2002 |  |            | 99,200  |              |  |            | 2.70    |   |  |   | 7.50    |   |  |   | 11.75   |   |
| Granted                        |  |            | — |              |  |            | — |   |  |   | — |   |  |   | — |   |
| Outstandingat December 31,2003 |  |            | 99,200  |              |  |            | 2.70    |   |  |   | 7.50    |   |  |   | 11.75   |   |
| Exercisableat December 31,2003 |  |            | 85,825  |              |  |            | 2.70    |   |  |   | 8.06    |   |  |   | 11.75   |   |
|                                |

Nooptions were granted during 2003. The weighted-average grant date fairvalues of options granted during 2002 and 2001 were $2.77 and$1.66.

40

----

Additional informationrelating to outstanding options under both plans as of December 31,2003 is asfollows:

|                                         |  |                    |         |                                     |  |                              |     |                   |  |                              |       |        |  |        |         |        |  |        |       |        |  |  |
|-----------------------------------------|--|--------------------|---------|-------------------------------------|--|------------------------------|-----|-------------------|--|------------------------------|-------|--------|--|--------|---------|--------|--|--------|-------|--------|--|--|
|                                    |  |               |         | OptionsOutstanding                  |  | OptionsExercisable           |
| Range ofExercise Price                  |  | OptionsOutstanding |         | WeightedAverageRemainingTerm(Years) |  | WeightedAverageExercisePrice |     | SharesExercisable |  | WeightedAverageExercisePrice |
| $2.35–$3.53                       |  |               | 230,559 |                                |  |                         | 7.4 |              |  | $                            | 2.98  |   |  |   | 108,204 |   |  | $      | 3.00  |   |
|   4.70–  5.88 |  |               | 244,600 |                                |  |                         | 8.0 |              |  |                         | 4.80  |   |  |   | 79,075  |   |  |   | 4.97  |   |
|   7.05–  8.23 |  |               | 10,700  |                                |  |                         | 3.3 |              |  |                         | 7.75  |   |  |   | 10,700  |   |  |   | 7.75  |   |
|   8.23–  9.40 |  |               | 10,700  |                                |  |                         | 2.3 |              |  |                         | 8.38  |   |  |   | 10,700  |   |  |   | 8.38  |   |
|   9.40–10.58            |  |               | 14,000  |                                |  |                         | 1.8 |              |  |                         | 10.00 |   |  |   | 14,000  |   |  |   | 10.00 |   |
| 10.58–11.75                       |  |               | 21,000  |                                |  |                         | 1.8 |              |  |                         | 11.17 |   |  |   | 21,000  |   |  |   | 11.17 |   |
|                                         |

Thefair value of each option grant, included in the pro forma disclosureof SFAS 123 in Note 2, is estimated on the date of grant using theBlack-Scholes option-pricing model with the following weighted-averageassumptions:

|                       |  |        |         |        |  |        |      |         |  |        |      |         |  |  |
|-----------------------|--|--------|---------|--------|--|--------|------|---------|--|--------|------|---------|--|--|
|                  |  | 2003   |         | 2002   |  | 2001   |
| Dividendyield         |  |   | — |   |  |   | 0    | %  |  |   | 0    | %  |
| Expectedvolatility    |  |   | — |   |  |   | 55.3 | %  |  |   | 56.5 | %  |
| Risk-freeinterestrate |  |   | — |   |  |   | 4.9  | %  |  |   | 4.6  | %  |
| Expectedlife          |  |   | — |   |  | 6Years |      | 6Years  |
|                       |

Restricted Stock:    Restrictedstock awards vest four years from the date of the award. Unearnedcompensation, representing the fair value of the restricted shares atthe date of the award, is charged to income over the period.Compensation expense with respect to restricted shares was zero in 2003and 2002, and $0.02 million in 2001.

Information relating tooutstanding restricted stock awards is as follows:

|                                |  |        |         |         |  |  |
|--------------------------------|--|--------|---------|---------|--|--|
| Outstandingat December 31,2000 |  |   | 17,026  |    |
| Vested                         |  |   | (5,126  | )  |
| Canceled                       |  |   | (11,900 | )  |
| Outstandingat December 31,2001 |  |   | — |    |
|                                |

Note13.    Income Taxes

The (benefit from) provision for incometaxes for the three years ended December 31 is as follows:

|                                         |  |               |         |         |  |        |         |         |  |        |        |         |  |  |
|-----------------------------------------|--|---------------|---------|---------|--|--------|---------|---------|--|--------|--------|---------|--|--|
|                                    |  | 2003          |         | 2002    |  | 2001   |
|                                    |  | (inthousands) |
| Current:                                |  |
| Federal                                 |  | $             | (1,442  | )  |  | $      | (4,624  | )  |  | $      | (1,999 | )  |
| Foreign                                 |  |          | 276     |    |  |   | 292     |    |  |   | 273    |    |
| Stateandlocal                           |  |          | 3       |    |  |   | (21     | )  |  |   | (414   | )  |
|                                    |  |          | (1,163  | )  |  |   | (4,353  | )  |  |   | (2,140 | )  |
| Deferred:                               |  |
| Federal                                 |  |          | (753    | )  |  |   | 1,300   |    |  |   | (4,752 | )  |
| Stateandlocal                           |  |          | (326    | )  |  |   | 307     |    |  |   | (937   | )  |
| Valuationallowance                      |  |          | 1,079   |    |  |   | (1,607  | )  |  |   | 10,539 |    |
|                                    |  |          | — |    |  |   | — |    |  |   | 4,850  |    |
| (Benefitfrom) provision for incometaxes |  | $             | (1,163  | )  |  | $      | (4,353  | )  |  | $      | 2,710  |    |
|                                         |

41

----

A reconciliation of the (benefit from)provision for income taxes at the Federal statutory rate of 34%to the reported tax (benefit from) provision for continuing operationsin 2003, 2002 and 2001 is asfollows:

|                                                               |  |               |         |         |  |        |         |         |  |        |         |         |  |  |
|---------------------------------------------------------------|--|---------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                          |  | 2003          |         | 2002    |  | 2001   |
|                                                          |  | (inthousands) |
| (Benefit) provision computed at theFederal statutoryrate      |  | $             | (1,938  | )  |  | $      | 784     |    |  | $      | (5,983  | )  |
| Stateand local income taxes, net of Federal income taxbenefit |  |          | (323    | )  |  |   | 286     |    |  |   | (1,351  | )  |
| Foreigntax ratedifferential                                   |  |          | 112     |    |  |   | 136     |    |  |   | 95      |    |
| Permanentdifferences                                          |  |          | 55      |    |  |   | 57      |    |  |   | 144     |    |
| Reductionin tax reserves based on taxreview                   |  |          | (108    | )  |  |   | — |    |  |   | — |    |
| Federalauditadjustment                                        |  |          | — |    |  |   | — |    |  |   | (576    | )  |
| Statetax creditadjustment                                     |  |          | — |    |  |   | (110    | )  |  |   | (390    | )  |
| Valuationallowance                                            |  |          | 1,079   |    |  |   | (5,371  | )  |  |   | 10,539  |    |
| Other                                                         |  |          | (40     | )  |  |   | (135    | )  |  |   | 232     |    |
| (Benefitfrom) provision for incometaxes                       |  | $             | (1,163  | )  |  | $      | (4,353  | )  |  | $      | 2,710   |    |
|                                                               |

Significantcomponents of deferred income tax assets and liabilities as of December31 are asfollows:

|                                    |  |               |         |         |  |        |         |         |  |  |
|------------------------------------|--|---------------|---------|---------|--|--------|---------|---------|--|--|
|                               |  | 2003          |         | 2002    |
|                               |  | (inthousands) |
| Deferred taxassets:                |  |          |    |    |  |   |    |    |
| Inventories                        |  | $             | 558     |    |  | $      | 1,757   |    |
| Pensions                           |  |          | 1,547   |    |  |   | 2,575   |    |
| Postretirementbenefits             |  |          | 181     |    |  |   | 214     |    |
| Allowance forbad debts             |  |          | 1,284   |    |  |   | 1,352   |    |
| Selfinsurancereserves              |  |          | 1,206   |    |  |   | 1,258   |    |
| Warrantyreserves                   |  |          | 440     |    |  |   | 538     |    |
| Accruedvacation                    |  |          | 768     |    |  |   | 696     |    |
| Federal andstate net operatingloss |  |          | 4,891   |    |  |   | 877     |    |
| Other                              |  |          | 467     |    |  |   | 1,314   |    |
| Valuationreserve                   |  |          | (7,961  | )  |  |   | (6,875  | )  |
| Totaldeferred taxassets            |  |          | 3,381   |    |  |   | 3,706   |    |
| Deferredtaxliabilities:            |  |
| Depreciation                       |  |          | (3,114  | )  |  |   | (3,188  | )  |
| Deferredcharges                    |  |          | — |    |  |   | (371    | )  |
| Other                              |  |          | (267    | )  |  |   | (147    | )  |
| Totaldeferred taxliabilities       |  |          | (3,381  | )  |  |   | (3,706  | )  |
| Netdeferred tax assets             |  | $             | — |    |  | $      | — |    |
|                                    |

At the time of filing the Company's2002 tax return, the amount of net operating loss, which could becarried back, was adjusted due to the Company's decision tochange its method of tax accounting for several items and thefinalization of other amounts which had been previously estimated.These items resulted in additional tax refunds of $1.4 million. As theCompany's net deferred tax assets are fully reserved, this refundresulted in a tax benefit which was included in the results ofoperations for 2003.

During March 2002, tax legislation wasenacted which included a provision that allowed pre-tax losses incurredin 2001 and 2002 to be carried-back for a period of five years insteadof the current two years. As a result, the Company increased its netincome in the first quarter of 2002 by approximately $3.8 million,which reflects a reduction in the deferred tax valuation allowance.This amount was received in cash during the second quarter of 2002.

42

----

During the fourth quarter of 2001, theCompany recorded a non-cash valuation allowance of $10.5 million tooffset fully its net deferred tax asset balance in accordance with theprovisions of SFAS 109 "Accounting for IncomeTaxes." The reserve was required due to theCompany's cumulative losses during the past three years.

The earnings of certain foreign subsidiaries are consideredpermanently reinvested in the foreign operations and therefore noprovision has been made for U.S. taxes related to these subsidiaries.(Loss) income before taxes from United States and foreign sources forthe three years ended December 31 is asfollows:

|                          |  |               |        |         |  |        |       |        |  |        |         |         |  |  |
|--------------------------|--|---------------|--------|---------|--|--------|-------|--------|--|--------|---------|---------|--|--|
|                     |  | 2003          |        | 2002    |  | 2001   |
|                     |  | (inthousands) |
| UnitedStates             |  | $             | (6,181 | )  |  | $      | 1,848 |   |  | $      | (18,120 | )  |
| Foreign                  |  |          | 482    |    |  |   | 458   |   |  |   | 522     |    |
| (Loss)income beforetaxes |  | $             | (5,699 | )  |  | $      | 2,306 |   |  | $      | (17,598 | )  |
|                          |

Netincome taxes (refunded) during 2003, 2002 and 2001 were $(1.9) million,$(4.8) million and $(2.8) million, respectively.

Note14.    (Loss) Income Per Share

The following table sets forththe computation of basic and diluted (loss) income per common share forthe three years ended December31:

|                                                                                        |  |                                        |         |         |  |        |        |         |  |        |         |         |  |  |
|----------------------------------------------------------------------------------------|--|----------------------------------------|---------|---------|--|--------|--------|---------|--|--------|---------|---------|--|--|
|                                                                                   |  | 2003                                   |         | 2002    |  | 2001   |
|                                                                                   |  | (inthousands, except per shareamounts) |
| Numerator:                                                                             |  |
| (Loss)income from continuingoperations                                                 |  | $                                      | (4,536  | )  |  | $      | 6,659  |    |  | $      | (20,838 | )  |
| Less:preferred stockdividends                                                          |  |                                   | (64     | )  |  |   | (86    | )  |  |   | (138    | )  |
| (Loss)income from continuing operations (attributable) available to commonstockholders |  |                                   | (4,600  | )  |  |   | 6,573  |    |  |   | (20,976 | )  |
| Cumulativeeffect of accounting change, net oftax                                       |  |                                   | — |    |  |   | (4,671 | )  |  |   | — |    |
| Net(loss) income (attributable) available to common stockholders —basic          |  |                                   | (4,600  | )  |  |   | 1,902  |    |  |   | (20,976 | )  |
| Addback: preferred stockdividend                                                       |  |                                   | — |    |  |   | 86     |    |  |   | — |    |
| Net(loss) income (attributable) available to stockholders and assumedconversions       |  | $                                      | (4,600  | )  |  | $      | 1,988  |    |  | $      | (20,976 | )  |
| Denominator:                                                                           |  |
| Weightedaverage common shares —basic                                             |  |                                   | 7,106   |    |  |   | 7,001  |    |  |   | 6,624   |    |
| Dilutiveeffect of stockoptions                                                         |  |                                   | — |    |  |   | 84     |    |  |   | — |    |
| Dilutiveeffect of Series B PreferredStock                                              |  |                                   | — |    |  |   | 36     |    |  |   | — |    |
| Weightedaverage common shares and equivalents —diluted                           |  |                                   | 7,106   |    |  |   | 7,121  |    |  |   | 6,624   |    |
| Basic(loss) income per commonshare:                                                    |  |                                   |    |    |  |   |   |    |  |
| Continuingoperations                                                                   |  | $                                      | (0.65   | )  |  | $      | 0.94   |    |  | $      | (3.17   | )  |
| Cumulativeeffect of accountingchange                                                   |  |                                   | — |    |  |   | (0.67  | )  |  |   | — |    |
| Net(loss) income per commonshare                                                       |  | $                                      | (0.65   | )  |  | $      | 0.27   |    |  | $      | (3.17   | )  |
| Diluted(loss) income per common share:                                                 |  |
| Continuingoperations                                                                   |  | $                                      | (0.65   | )  |  | $      | 0.94   |    |  | $      | (3.17   | )  |
| Cumulativeeffect of accountingchange                                                   |  |                                   | — |    |  |   | (0.66  | )  |  |   | — |    |
| Net(loss) income per commonshare                                                       |  | $                                      | (0.65   | )  |  | $      | 0.28   |    |  | $      | (3.17   | )  |
|                                                                                        |

43

----

The weighted average basic common sharesoutstanding was used in the calculation of the diluted loss per commonshare for the years ended December 31, 2003 and 2001 as the use ofweighted average diluted common shares outstanding would have ananti-dilutive effect on the loss per share.

There wereoutstanding options to purchase common stock excluded from the dilutedcalculation because their exercise price exceeded the average marketprice of Transpro common stock during the respective earnings periods.The shares excluded and the average market prices were asfollows:

|                     |  |        |         |        |  |        |        |        |  |        |         |        |  |  |
|---------------------|--|--------|---------|--------|--|--------|--------|--------|--|--------|---------|--------|--|--|
|                |  | 2003   |         | 2002   |  | 2001   |
| Options             |  |   | 301,000 |   |  |   | 83,800 |   |  |   | 181,300 |   |
| Averagemarketprices |  | $      | 4.35    |   |  | $      | 4.98   |   |  | $      | 2.96    |   |
|                     |

Note15.    Commitments and Contingencies

Leases:    TheCompany's leases consist primarily of manufacturing anddistribution facilities and equipment, which expire between 2004 and2012. A number of leases require that the Company pay certain executorycosts (taxes, insurance, and maintenance) and contain renewal andpurchase options. Annual rental expense for operating leasesapproximated $4.8 million in 2003, $4.3 million in 2002 and $4.2million in 2001.

Future minimum annual rental payments undernon-cancelable operating leases as of December 31, 2003 were asfollows: $4.3 million in 2004, $3.5 million in 2005, $2.5 million in2006, $1.6 million in 2007 and $1.3 million in 2008 and $2.9 millionthereafter.

Insurance:    The Company is self-insuredfor healthcare, workers compensation, general liability and productliability claims up to predetermined amounts above which third partyinsurance applies. The Company has reserved approximately $2.9 millionand $3.1 million to pay such claims as of December 31, 2003 and 2002,respectively.

Legal Proceedings:    Various legalactions are pending against or involve the Company in the ordinarycourse of business with respect to such matters as product liability,casualty and employment-related claims.

Pursuant to an Agreementand Plan of Merger dated July 23, 1998 (the "PurchaseAgreement"), the Company acquired from Paul S. Wilhide("Wilhide") all of the common stock of EVAP,Inc. The consideration for this transaction was a payment of $3 millionin cash, the issuance of 30,000 shares of the Company's Series BConvertible Redeemable Preferred Stock (the "ConvertibleShares"), and the potential for an"earn-out" payment to Wilhide based on acalculation relating to EVAP's performance during the years 1999and 2000. There is presently a dispute between the Company and Wilhiderelating to the calculation of the earn-out. Wilhide claims that thevalue of his earn-out is $3.75 million, while the Company believes thatWilhide is not entitled to any earn-out. Under the payout formula inthe Purchase Agreement, any earn-out may be payable to Wilhide in cash.The Purchase Agreement includes an arbitration provision and thearbitration is currently proceeding before an arbitrator in Ft. Worth,Texas. While the arbitration schedule has not been finalized, it isanticipated that the arbitration hearing will occur in the last quarterof 2004, with a decision to be rendered by the first quarter of 2005.Should any adjustment result from these negotiations, the resultingincrease in goodwill may be impaired as a result of the provisions ofSFAS 142, resulting in a charge to operating income. Depending on theamount and timing, an unfavorable resolution of this matter couldmaterially affect the Company's consolidated financial position,future operations or cash flows in a particular period.

Environmental Matters:    The Company is subject toFederal, state and local laws designed to protect the environment andbelieves that, as a general matter, its policies, practices andprocedures are properly designed to reasonably prevent risk ofenvironmental damage and financial liability to the Company. On January27, 2003, the Company announced that it had signed a Consent Agreementwith the State of Connecticut Department of Environmental Protection.Under the agreement, the Company will voluntarily initiate theinvestigation and cleanup of environmental contamination on propertyoccupied by a wholly-owned subsidiary of the Company over 20 years ago.The Company believes there will not be a material adverse impact to itsfinancial results due to the investigation and cleanup activities. The

44

----

Company also does not currently anticipateany material adverse effect on its consolidated results of operations,financial condition or competitive position as a result of compliancewith Federal, state, local or foreign environmental laws orregulations. However, risk of environmental liability and chargesassociated with maintaining compliance with environmental laws isinherent in the nature of the Company's business and there is noassurance that material environmental liabilities and compliancecharges will not arise. The Company also believes it is reasonablypossible that environmental-related liabilities might exist withrespect to other industrial sites formerly occupied by the Company.Based upon environmental site assessments, the Company believes thatthe cost of any potential remediation, other than amounts alreadyprovided, for which the Company may ultimately be responsible will nothave a material adverse effect on the consolidated financial position,results of operations, or liquidity of the Company.

WarrantyExpense:    The Company provides an accrual for warranty costsbased upon historical experience and agreements currently in place withcertain customers. It also accrues for unusual exposures at the timethe exposure is identified and quantified, based upon analyses ofexpected product failure rates and engineering cost estimates. Ananalysis of activity for the years ended December 31 is asfollows:

|                               |  |               |        |         |  |        |        |         |  |        |        |         |  |  |
|-------------------------------|--|---------------|--------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                          |  | 2003          |        | 2002    |  | 2001   |
|                          |  | (inthousands) |
| Balance at beginning ofperiod |  | $             | 1,569  |    |  | $      | 1,933  |    |  | $      | 1,100  |    |
| Chargedto cost andexpenses    |  |          | 1,687  |    |  |   | 1,174  |    |  |   | 3,642  |    |
| Warrantycreditsissued         |  |          | (2,660 | )  |  |   | (1,538 | )  |  |   | (2,809 | )  |
| Balanceat end ofperiod        |  | $             | 596    |    |  | $      | 1,569  |    |  | $      | 1,933  |    |
|                               |

Warrantyexpenses in 2003 increased over 2002 due to a change in a customerprogram. The higher level of expense in 2001 relates to a Heavy DutyOEM warranty program, which was identified in the fourth quarter of2000. Exposure under the program increased in 2001 due to higher thanoriginally expected claim activity and claims are expected to continuethrough the first half of 2004.

Note 16.    BusinessSegments

The Company evaluates its business as two segments,based upon the type of customer served — Automotive and LightTruck and Heavy Duty.

The Automotive and Light Truck strategicbusiness group includes complete radiators and radiator cores, heaters,air conditioning condensers, air conditioning compressors and other airconditioning parts for aftermarket customers. The Heavy Duty strategicbusiness group provides manufactured specialized heavy-duty equipmentradiators, radiator cores, charge air coolers, charge air cooler coresand oil coolers to original equipment manufacturers and aftermarketcustomers.

The Company evaluates the performance of its segmentsand allocates resources accordingly based on operating income (loss)before interest and taxes. Intersegment sales are recorded at cost.Certain other expenses such as information technology, human resourcesand finance and accounting functions are allocated between segmentsbased on their respective use of shared facilities andresources.

45

----

The tables below set forth informationabout reported segments for the three years ended December31:

|                                     |  |                      |         |                        |  |        |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------|--|----------------------|---------|------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                |  | ConsolidatedRevenues |         | Operating (Loss)Income |
|                                |  | 2003                 |         | 2002                   |  | 2001   |         | 2003    |  | 2002   |         | 2001    |
|                                |  | (inthousands)        |
| Tradesales:                         |  |                 |    |                   |  |   |    |    |  |   |    |    |  |   |    |    |  |
| Automotiveand lighttruck            |  | $                    | 167,932 |                   |  | $      | 164,538 |    |  | $      | 139,019 |    |  | $      | 3,355   |    |  | $      | 13,911  |    |  | $      | (1,023  | )  |
| Heavyduty                           |  |                 | 60,772  |                   |  |   | 66,027  |    |  |   | 64,293  |    |  |   | (747    | )  |  |   | (2,053  | )  |  |   | (7,481  | )  |
| Inter-segmentrevenues:              |  |                 |    |                   |  |   |    |    |  |   |    |    |  |   |    |    |  |
| Automotiveand lighttruck            |  |                 | 3,806   |                   |  |   | 3,406   |    |  |   | 2,512   |    |  |   | — |    |  |   | — |    |  |   | — |    |
| Heavyduty                           |  |                 | — |                   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |
| Eliminationof inter-segmentrevenues |  |                 | (3,806  | )                 |  |   | (3,406  | )  |  |   | (2,512  | )  |  |   | — |    |  |   | — |    |  |   | — |    |
| Corporateexpenses                   |  |                 | — |                   |  |   | — |    |  |   | — |    |  |   | (4,568  | )  |  |   | (5,808  | )  |  |   | (4,567  | )  |
| Consolidatedtotal                   |  | $                    | 228,704 |                   |  | $      | 230,565 |    |  | $      | 203,312 |    |  | $      | (1,960  | )  |  | $      | 6,050   |    |  | $      | (13,071 | )  |
|                                     |

|                          |  |             |         |                      |  |                                    |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |        |       |        |  |        |       |        |  |        |       |        |  |  |
|--------------------------|--|-------------|---------|----------------------|--|------------------------------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|-------|--------|--|--------|-------|--------|--|--------|-------|--------|--|--|
|                     |  | TotalAssets |         | Capital Expenditures |  | DepreciationandAmortizationExpense |
|                     |  | 2003        |         | 2002                 |  | 2001                               |         | 2003   |  | 2002   |         | 2001   |  | 2003   |         | 2002   |  | 2001   |
| Automotiveand lighttruck |  | $           | 120,174 |                 |  | $                                  | 121,265 |   |  | $      | 86,202  |   |  | $      | 4,476   |   |  | $      | 4,506   |   |  | $      | 2,705   |   |  | $      | 3,997 |   |  | $      | 3,293 |   |  | $      | 3,319 |   |
| Heavyduty                |  |        | 28,267  |                 |  |                               | 26,899  |   |  |   | 33,389  |   |  |   | 694     |   |  |   | 1,052   |   |  |   | 372     |   |  |   | 1,904 |   |  |   | 1,962 |   |  |   | 2,012 |   |
| Corporate                |  |        | 8,737   |                 |  |                               | 12,802  |   |  |   | 10,092  |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | 96    |   |  |   | 171   |   |  |   | 183   |   |
| Consolidatedtotals       |  | $           | 157,178 |                 |  | $                                  | 160,966 |   |  | $      | 129,683 |   |  | $      | 5,170   |   |  | $      | 5,558   |   |  | $      | 3,077   |   |  | $      | 5,997 |   |  | $      | 5,426 |   |  | $      | 5,514 |   |
|                          |

Restructuringand other special charges included in operating (loss) income for thethree years ended December 31 are asfollows:

|                                             |  |               |       |        |  |        |       |        |  |        |       |        |  |  |
|---------------------------------------------|--|---------------|-------|--------|--|--------|-------|--------|--|--------|-------|--------|--|--|
|                                        |  | 2003          |       | 2002   |  | 2001   |
|                                        |  | (inthousands) |
| Automotive and lighttruck                   |  | $             | 864   |   |  | $      | 206   |   |  | $      | 3,988 |   |
| Heavyduty                                   |  |          | 626   |   |  |   | 1,610 |   |  |   | 587   |   |
| Totalrestructuring and other specialcharges |  | $             | 1,490 |   |  | $      | 1,816 |   |  | $      | 4,575 |   |
|                                             |

In2003, 2002 and 2001, sales to AutoZone accounted for 20%,21% and 19% of net sales, respectively. In addition, in2003 sales to Advance Auto Parts accounted for 12% of net sales.These sales were in the Automotive and Light Truck segment. No othercustomers individually represented more than 10% of net tradesales. The loss of either of these major customers could have amaterial adverse impact on the Company's results ofoperations.

46

----

Note 17.    Quarterly Financial Data(Unaudited)

|                                        |  |                                         |        |         |  |         |        |         |  |        |        |        |  |        |        |         |  |  |
|----------------------------------------|--|-----------------------------------------|--------|---------|--|---------|--------|---------|--|--------|--------|--------|--|--------|--------|---------|--|--|
|                                   |  | YearEnded December 31,2003              |
|                                   |  | 1stQtr                                  |        | 2nd Qtr |  | 3rd Qtr |        | 4thQtr  |
|                                   |  | (in thousands, except pershare amounts) |
| Netsales                               |  | $                                       | 52,700 |    |  | $       | 58,302 |    |  | $      | 65,629 |   |  | $      | 52,073 |    |
| Grossmargin                            |  |                                    | 7,191  |    |  |    | 8,998  |    |  |   | 13,214 |   |  |   | 8,264  |    |
| (Loss)income from continuingoperations |  |                                    | (4,738 | )  |  |    | (2,285 | )  |  |   | 2,899  |   |  |   | (1,575 | )  |
| Net(loss)income                        |  |                                    | (4,335 | )  |  |    | (607   | )  |  |   | 1,961  |   |  |   | (1,555 | )  |
| Basic(loss) income per commonshare:    |  |                                    |   |    |  |    |   |    |  |
| Net (loss) income percommonshare       |  | $                                       | (0.61  | )  |  | $       | (0.09  | )  |  | $      | 0.27   |   |  | $      | (0.22  | )  |
| Diluted(loss) income per commonshare:  |  |                                    |   |    |  |    |   |    |  |
| Net (loss) income percommonshare       |  | $                                       | (0.61  | )  |  | $       | (0.09  | )  |  | $      | 0.27   |   |  | $      | (0.22  | )  |
|                                        |

|                                                  |  |                            |        |         |  |         |         |        |  |        |         |        |  |        |         |         |  |  |
|--------------------------------------------------|--|----------------------------|--------|---------|--|---------|---------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--|
|                                             |  | YearEnded December 31,2002 |
|                                             |  | 1stQtr                     |        | 2nd Qtr |  | 3rd Qtr |         | 4thQtr |
| Netsales                                         |  | $                          | 50,962 |    |  | $       | 62,472  |   |  | $      | 65,922  |   |  | $      | 51,209  |    |
| Grossmargin                                      |  |                       | 10,073 |    |  |    | 13,203  |   |  |   | 14,360  |   |  |   | 8,614   |    |
| Income(loss) from continuingoperations           |  |                       | 3,756  |    |  |    | 1,545   |   |  |   | 1,700   |   |  |   | (342    | )  |
| Cumulativeeffect of accounting change, net oftax |  |                       | (4,671 | )  |  |    | — |   |  |   | — |   |  |   | — |    |
| Net(loss)income                                  |  |                       | (915   | )  |  |    | 1,545   |   |  |   | 1,700   |   |  |   | (342    | )  |
| Basic(loss) income per commonshare:              |  |                       |   |    |  |    |    |   |  |
| Continuingoperations                             |  | $                          | 0.54   |    |  | $       | 0.21    |   |  | $      | 0.24    |   |  | $      | (0.05   | )  |
| Cumulativeeffect of accounting change, net oftax |  |                       | (0.67  | )  |  |    | — |   |  |   | — |   |  |   | — |    |
| Net(loss) income per commonshare                 |  |                       | (0.13  | )  |  |    | 0.21    |   |  |   | 0.24    |   |  |   | (0.05   | )  |
| Dilutedincome (loss) per commonshare:            |  |                       |   |    |  |    |    |   |  |
| Continuingoperations                             |  | $                          | 0.52   |    |  | $       | 0.21    |   |  | $      | 0.24    |   |  | $      | (0.05   | )  |
| Cumulativeeffect of accounting change, net oftax |  |                       | (0.65  | )  |  |    | — |   |  |   | — |   |  |   | — |    |
| Net(loss) income per commonshare                 |  |                       | (0.13  | )  |  |    | 0.21    |   |  |   | 0.24    |   |  |   | (0.05   | )  |
|                                                  |

Prioryear and prior quarter balances have been reclassified to correspondwith the account classifications used at the end of2003.

47

----

SCHEDULE II

Transpro, Inc. Valuation and QualifyingAccounts

|                                          |  |                               |         |                              |  |            |        |            |  |                         |         |         |  |        |         |           |  |        |        |        |  |  |
|------------------------------------------|--|-------------------------------|---------|------------------------------|--|------------|--------|------------|--|-------------------------|---------|---------|--|--------|---------|-----------|--|--------|--------|--------|--|--|
|                                     |  | Balanceat Beginning of Period |         | Charged to Costs andExpenses |  | Write-Offs |        | Other      |  | Balance at Endof Period |
|                                     |  | (inthousands)                 |
| Year EndedDecember 31, 2003              |  |
| Allowance for doubtfulaccounts           |  | $                             | 2,996   |                         |  | $          | 609    |       |  | $                       | (859    | )  |  | $      | — |      |  | $      | 2,746  |   |
| Allowance for excess/slowmovinginventory |  |                          | 3,750   |                         |  |       | 1,282  |       |  |                    | (2,885  | )  |  |   | — |      |  |   | 2,147  |   |
| Reservefor warrantycosts                 |  |                          | 1,569   |                         |  |       | 1,687  | (c)   |  |                    | (2,660  | )  |  |   | — |      |  |   | 596    |   |
| Taxvaluationreserve                      |  |                          | 6,875   |                         |  |       | 1,079  |       |  |                    | — |    |  |   | 7       | (d)  |  |   | 7,961  |   |
| YearEnded December 31, 2002              |  |
| Allowance for doubtfulaccounts           |  | $                             | 2,805   |                         |  | $          | 538    |       |  | $                       | (347    | )  |  | $      | — |      |  | $      | 2,996  |   |
| Allowance for excess/slowmovinginventory |  |                          | 4,582   |                         |  |       | 2,347  |       |  |                    | (3,179  | )  |  |   | — |      |  |   | 3,750  |   |
| Reservefor warrantycosts                 |  |                          | 1,933   |                         |  |       | 1,174  | (c)   |  |                    | (1,538  | )  |  |   | — |      |  |   | 1,569  |   |
| Taxvaluationreserve                      |  |                          | 11,228  |                         |  |       | (5,371 | )(b)  |  |                    | — |    |  |   | 1,018   | (d)  |  |   | 6,875  |   |
| YearEnded December 31, 2001              |  |
| Allowance for doubtfulaccounts           |  | $                             | 2,698   |                         |  | $          | 1,786  | (a)   |  | $                       | (1,679  | )  |  | $      | — |      |  | $      | 2,805  |   |
| Allowance for excess/slowmovinginventory |  |                          | 4,969   |                         |  |       | 1,942  |       |  |                    | (2,329  | )  |  |   | — |      |  |   | 4,582  |   |
| Reservefor warrantycosts                 |  |                          | 1,100   |                         |  |       | 3,642  | (c)   |  |                    | (2,809  | )  |  |   | — |      |  |   | 1,933  |   |
| Taxvaluationreserve                      |  |                          | — |                         |  |       | 10,539 |       |  |                    | — |    |  |   | 689     | (d)  |  |   | 11,228 |   |
|                                          |

|  |
|--|
|  |  |
|  |

| (a) | Higherexpense levels in 2001 reflect the write-off of receivables fromseveral Automotive and Light Truck customers which declaredbankruptcy. |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------|

| (b) | Includes $3,795 recordedas a tax benefit in the first quarter of 2002 due to changes in taxlaws. |
|-----|--------------------------------------------------------------------------------------------------|

| (c) | Primarily reflects charges fora Heavy Duty OEM warranty program, which was initiated in the fourthquarter of 2000. Exposure under the program increased in 2001 due tohigher than expected levels of claim activity. Claims exposure returnedto normal historical levels in 2002, and claims are expected tocontinue through the second quarter of 2004. Expenses increased in 2003due to a change in a customerprogram. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

| (d) | Amount represents change inthe valuation allowance and the deferred tax asset resulting fromminimum pension liability adjustment included in Shareholders'Equity. |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|

Item 9.    Changes in and Disagreements withAccountants on Accounting and Financial Disclosure

None.

Item 9A.    Controls and Procedures

The Company maintainsdisclosure controls and procedures that are designed to ensure thatinformation required to be disclosed in the Company's ExchangeAct reports is recorded, processed, summarized and reported within thetime periods specified in the SEC's rules and forms, and thatsuch information is accumulated and communicated to the Company'smanagement, including its Chief Executive Officer and Chief FinancialOfficer, as appropriate, to allow timely decisions regarding requireddisclosure based on the definition of "disclosure controlsand procedures" in Rule 13a-15(e). In designing andevaluating the disclosure controls and procedures, managementrecognized that any controls and procedures, no matter how welldesigned and operated, can provide only reasonable assurance ofachieving the desired control objectives, and management necessarilywas required to apply its judgment in evaluating the cost-benefitrelationship of possible controls and procedures.

48

----

The Company carried out an evaluation,under the supervision and with the participation of the Company'smanagement, including the Company's Chief Executive Officer andthe Company's Chief Financial Officer, of the effectiveness ofthe design and operation of the Company's disclosure controls andprocedures as of December 31, 2003. Based on the foregoing, theCompany's Chief Executive Officer and Chief Financial Officerconcluded that the Company's disclosure controls and procedureswere effective.

There have been no changes in theCompany's internal control over financial reporting during thequarter ended December 31, 2003 that have materially affected, or arereasonably likely to materially affect the Company's internalcontrol over financial reporting.

PART III

Item10.    Directors and Executive Officers of the Registrant

Portions of the information required by this item are included inPart I of this Report. Other information required by this item iscontained in the Company's 2004 Proxy Statement under theheadings, "PROPOSAL NO. 1 — ELECTION OFDIRECTORS" and "Section 16(a) BeneficialOwnership Reporting Compliance" and is incorporated hereinby reference.

Item 11.    Executive Compensation

Theinformation contained in the Company's 2004 Proxy Statement underthe heading "EXECUTIVE COMPENSATION" isincorporated herein by reference.

Item 12.    SecurityOwnership of Certain Beneficial Owners and Management andRelated                   Stockholder Matters

The information contained in the Company's 2004 ProxyStatement under the heading "STOCK OWNERSHIP —Principal Stockholders and Directors and Officers" isincorporated herein by reference.

Securities Authorized forIssuance Under Equity CompensationPlans

|                                                    |  |                                                                 |         |                                                       |  |                                             |      |        |  |        |         |        |  |  |
|----------------------------------------------------|--|-----------------------------------------------------------------|---------|-------------------------------------------------------|--|---------------------------------------------|------|--------|--|--------|---------|--------|--|--|
|                                               |  | December31, 2003                                                |
|                                               |  | Number ofShares to be Issued UponExercise of OutstandingOptions |         | Weighted Average Exercise Price ofOutstanding Options |  | Number of Options Availablefor Future Grant |
| Equity CompensationPlans approved by Stockholders: |  |
| 1995 StockPlan                                     |  |                                                            | 432,359 |                                                  |  | $                                           | 3.85 |   |  |   | 132,004 |   |
| Non-EmployeeDirectorsPlan                          |  |                                                            | 99,200  |                                                  |  | $                                           | 7.50 |   |  |   | 800     |   |
| Total                                              |  |                                                            | 531,559 |                                                  |  | $                                           | 4.53 |   |  |   | 132,804 |   |
|                                                    |

Thereare no plans which have not previously been approved bystockholders.

Item 13.    Certain Relationships and RelatedTransactions

The information contained in the Company's2004 Proxy Statement, under the heading "CERTAINTRANSACTIONS" is incorporated herein by reference.

Item 14.    Principal Accounting Fees and Services

Theinformation contained in the 2004 Proxy Statement, under the heading"AUDITOR MATTERS" isincorporated herein by reference.

49

----

PART IV

Item 15.    Exhibits,Financial Statement Schedules, and Reports on Form 8-K

(a)   (1) Financial Statements of the Registrant

See Consolidated Financial Statements under Item 8 of thisReport.

(a)   (2) Financial Statement Schedules

See Schedule II — Valuation and Qualifying Accounts under Item8 of this Report.

Schedules other than the schedule listed aboveare omitted because they are not applicable, or because the informationis furnished elsewhere in the Consolidated Financial Statements or theNotes thereto.

(a)   (3) Exhibits

Theinformation required by this Item relating to Exhibits to this Reportis included in the Exhibit Index in (c) below.

(b)   Reports on Form 8-K

During the quarter endedDecember 31, 2003, the following Form 8-K's werefiled:

|              |                                                                                                                                                                                                                                     |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | On October 10, 2003, a Form 8-Kwas filed containing as an exhibit a press release announcing a changein the exchange on which the Company's common stock is traded,from the New York Stock exchange to the American Stock Exchange. |

|              |                                                                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | On October 28, 2003, a Form 8-K was filedcontaining as an exhibit a press release announcing the Company'sresults of operations for the quarter and nine months ended September30, 2003. |

(c)   Exhibits — The followingexhibits are filed as part of thisreport:

|          |  |                                                                                                                                                                                                                                                                                                |  |  |  |  |
|----------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 2.1      |  | Agreement,dated June 15, 1995, between Allen Heat Transfer Products, Inc., AHTPII, Inc., GO/DAN Industries and Handy & Harman RadiatorCorporation.(1)                                                                                                                                      |
| 2.2      |  | AssetPurchase Agreement dated as of April 17, 2000 by and among Transpro,Inc. and Leggett & Platt,Incorporated.(3)                                                                                                                                                                         |
| 2.3      |  | AssetPurchase Agreement dated December 27, 2002 by and among GO/DANIndustries, Inc., Transpro, Inc., Fedco Automotive Components Company,Inc. and Stant Corporation.(10)                                                                                                                       |
| 3.1(i)   |  | Restated Certificate of Incorporation of Transpro,Inc.(2)                                                                                                                                                                                                                                      |
| 3.1 (ii) |  | By-laws ofTranspro, Inc., asamended.(6)                                                                                                                                                                                                                                                        |
| 4.1      |  | Form of RightsAgreement between the Company and American Stock Transfer & TrustCompany, as assignee of the First National Bank of Boston, as RightsAgent (including form of Certificate of Designations of Series A JuniorParticipating Preferred Stock and form of RightsCertificate).(1) |
| 4.2      |  | Loan andSecurity Agreement dated as of January 4, 2001, by and between CongressFinancial Corporation (New England) as Lender and Transpro, Inc.,Ready-Aire, Inc., and GO/DAN Industries, Inc. asBorrowers.(4)                                                                                  |
| 4.3      |  | First Amendmentto Loan and Security Agreement with Congress FinancialCorporation.(5)                                                                                                                                                                                                           |
| 4.4      |  | SecondAmendment to Loan and Security Agreement with Congress FinancialCorporation.(5)                                                                                                                                                                                                          |
| 4.5      |  | ThirdAmendment to Loan and Security Agreement with Congress FinancialCorporation.(7)                                                                                                                                                                                                           |
| 4.6      |  | FourthAmendment to Loan and Security Agreement with Congress FinancialCorporation.(7)                                                                                                                                                                                                          |
| 4.7      |  | FifthAmendment to Loan and Security Agreement with Congress FinancialCorporation.(7)                                                                                                                                                                                                           |
|          |

50

----

|       |  |                                                                                              |  |  |  |  |
|-------|--|----------------------------------------------------------------------------------------------|--|--|--|--|
| 4.8   |  | Sixth Amendment to Loanand Security Agreement with Congress FinancialCorporation.(7)         |
| 4.9   |  | SeventhAmendment to Loan and Security Agreement with Congress FinancialCorporation.(8)       |
| 4.10  |  | EighthAmendment to Loan and Security Agreement with Congress FinancialCorporation.(9)        |
| 4.11  |  | NinthAmendment to Loan and Security Agreement with Congress FinancialCorporation.(10)        |
| 10.1  |  | Transpro,Inc. 1995 Stock Plan.(1)                                                            |
| 10.2  |  | Form of Stock Option Agreement under the 1995Stock Plan.(1)                                  |
| 10.3  |  | Form ofTranspro, Inc. 1995 Non-employee Directors Stock OptionPlan.(1)                       |
| 10.4  |  | Form of StockOption Agreement under the 1995 Non-employee Directors Stock OptionPlan.(1)     |
| 10.5  |  | Form ofContribution Agreement between Allen and theCompany.(1)                               |
| 10.6  |  | Form ofInstrument of Assumption of theCompany.(1)                                            |
| 10.7  |  | Form ofIndemnificationAgreement.(1)                                                          |
| 10.8  |  | Form of KeyEmployee SeverancePolicy.(1)                                                      |
| 10.9  |  | Letter Agreement,dated December 15, 1992 between Jeffrey J. Jackson and GO/DANIndustries.(1) |
| 10.10 |  | EmploymentAgreement between the Company and Charles E.Johnson.(5)                            |
| 21.1  |  | Subsidiaries ofthe Company.                                                                  |
| 23    |  | Consent ofPricewaterhouseCoopers LLP.                                                        |
| 24    |  | Powers ofAttorney (included on signaturepage).                                               |
| 31.1  |  | Certification of CEO inaccordance with Section 302 of the Sarbanes-OxleyAct.                 |
| 31.2  |  | Certification of CFO in accordancewith Section 302 of the Sarbanes-OxleyAct.                 |
| 32.1  |  | Certification of CEO in accordancewith Section 906 of the Sarbanes-OxleyAct.                 |
| 32.2  |  | Certification of CFO in accordancewith Section 906 of the Sarbanes-OxleyAct.                 |
|       |

|  |
|--|
|  |  |
|  |

| (1) | Incorporatedby reference to the Company's Registration Statement on Form S-1(File No.33-96770). |
|-----|-------------------------------------------------------------------------------------------------|

| (2) | Incorporatedby reference to the Company's Form 10-Q for the quarter endedSeptember 30, 1998 (File No.1-13894). |
|-----|----------------------------------------------------------------------------------------------------------------|

| (3) | Incorporatedby reference to the Company's Form 8-K filed May 2, 2000 (FileNo.1-13894). |
|-----|----------------------------------------------------------------------------------------|

| (4) | Incorporatedby reference to the Company's 2000 Form 10-K (File No.1-13894). |
|-----|-----------------------------------------------------------------------------|

| (5) | Incorporatedby reference to the Company's Form 10-Q for the quarter endedJune 30, 2001 (File No.1-13894). |
|-----|-----------------------------------------------------------------------------------------------------------|

| (6) | Incorporatedby reference to the Company's Form 10-Q for the quarter endedSeptember 30, 2001 (File No.1-13894). |
|-----|----------------------------------------------------------------------------------------------------------------|

| (7) | Incorporatedby reference to the Company's 2001 Form 10-K (File1-13894). |
|-----|-------------------------------------------------------------------------|

| (8) | Incorporatedby reference to the Company's Form 8-K filed September 20, 2002.(File1-13894) |
|-----|-------------------------------------------------------------------------------------------|

| (9) | Incorporatedby reference to the Company's Form 8-K filed November 22, 2002.(File1-13894) |
|-----|------------------------------------------------------------------------------------------|

| (10) | Incorporatedby reference to the Company's Form 8-K filed December 27, 2002.(File 1-13894) |
|------|-------------------------------------------------------------------------------------------|

51

----

Signatures

Pursuant to the requirements of Section 13 or 15 (d) of theSecurities Exchange Act of 1934, the Registrant has duly caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized.

|  | TRANSPRO, INC. |
|--|----------------|

|  |           |                                                                                                                                                                   |
|--|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | By:  | /s/ CHARLES E.JOHNSON               Charles E. JohnsonPresident and Chief Executive Officer |

Date: March 24,2004

Power of Attorney

Each of the undersigned herebyappoints Barry R. Banducci and Charles E. Johnson and each of themseverally, his or her true and lawful attorneys to execute on behalf ofthe undersigned any and all amendments to this annual report on Form10-K and to file the same, with all exhibits thereto and otherdocuments in connection therewith, with the Securities and ExchangeCommission. Each such attorney will have the power to act hereunderwith or without the others. Each of the undersigned hereby ratifies andconfirms all such attorneys, or any of them may lawfully do or cause tobe done by virtue thereof.

Pursuant to the requirements of theSecurities Exchange Act of 1934, this report has been signed below bythe following persons on behalf of the Registrant and in the capacitiesand on the datesindicated.

|                                                                                                                          |  |                          |                |  |
|--------------------------------------------------------------------------------------------------------------------------|--|--------------------------|----------------|--|
|                                                                                                      |  |      |                |  |
|                                                                                                                          |
| /s/ WILLIAM J. ABRAHAM, JR.                                                                                              |  |                          | March 24,2004  |
|                                                                                                                          |
| William J.Abraham, Jr.,Director                                                                                          |
|                                                                                                                          |
| /s/ BARRY R.BANDUCCI                                                                                                     |  |                          | March 24, 2004 |
|                                                                                                                          |
| Barry R. Banducci,Director                                                                                               |
|                                                                                                                          |
| /s/PHILIP WM. COLBURN                                                                                                    |  |                          | March 24, 2004 |
|                                                                                                                          |
| Philip Wm. Colburn,Director                                                                                              |
|                                                                                                                          |
| /s/CHARLES E. JOHNSON                                                                                                    |  |                          | March 24,2004  |
|                                                                                                                          |
| Charles E. Johnson, President,Chief Executive Officer and Director                                                       |
|                                                                                                                          |
| /s/ PAUL R. LEDERER                                                                                                      |  |                          | March 24,2004  |
|                                                                                                                          |
| Paul R.Lederer, Director                                                                                                 |
|                                                                                                                          |
| /s/ SHARON M. OSTER                                                                                                      |  |                          | March 24,2004  |
|                                                                                                                          |
| SharonM. Oster, Director                                                                                                 |
|                                                                                                                          |
| /s/ F. ALAN SMITH                                                                                                        |  |                          | March 24,2004  |
|                                                                                                                          |
| F. AlanSmith, Director                                                                                                   |
|                                                                                                                          |
| /s/ RICHARD A.WISOT                                                                                                      |  |                          | March 24,2004  |
|                                                                                                                          |
| Richard A. WisotVice President, Treasurer,Secretary and Chief Financial OfficerPrincipal Financial andAccounting Officer |
|                                                                                                                          |

52

----