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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, 2004

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 |  | American StockExchange                   |
|                             |

Securities registered pursuantto Section 12 (g) of the Act:

NONE

Indicate bycheck mark whether the Registrant: (1) has filed all reports requiredto be filed by Section 13 or 15 (d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period thatthe Registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days. Yes No 

Indicate by check mark if disclosure ofdelinquent filers pursuant to Item 405 of Regulation S-K is notcontained 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 

The aggregatemarket value of voting and non-voting common stock held bynon-affiliates of the Registrant at June  30, 2004 was$38,783,036. On March 1, 2005, there were 7,106,023 outstanding sharesof the Registrant's common stock.

DOCUMENTSINCORPORATED BY REFERENCE

None

Exhibit Index is on pages 66 through 67 of this report.

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TRANSPRO,INC. INDEX TO ANNUAL REPORT ON FORM 10-K YEAR ENDED DECEMBER31,2004

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|       |  |                                                                                                       |    | Page   |
| PARTI      |  |                                                                                                       |    |   |   |   |
| Item1.     |  | Business                                                                                                   |    |   | 1      |   |
| Item2.     |  | Properties                                                                                                 |    |   | 8      |   |
| Item3.     |  | Legal Proceedings                                                                                          |    |   | 8      |   |
| Item4.     |  | Submission of Matters to a Vote of SecurityHolders                                                         |    |   | 9      |   |
| PARTII     |  |                                                                                                       |    |   |   |   |
| Item5.     |  | Market for Registrant's Common Equity, RelatedStockholder Matters and Issuer Purchases of EquitySecurities |    |   | 10     |   |
| Item6.     |  | Selected FinancialData                                                                                     |    |   | 11     |   |
| Item7.     |  | Management's Discussion and Analysis ofFinancial Condition and Results ofOperations                        |    |   | 12     |   |
| Item7A.    |  | Quantitative and Qualitative Disclosures About MarketRisk                                                  |    |   | 23     |   |
| Item 8.    |  | FinancialStatements and SupplementaryData                                                                  |    |   | 24     |   |
| Item9.     |  | Changes in and Disagreements with Accountants onAccounting and FinancialDisclosure                         |    |   | 53     |   |
| Item9A.    |  | Controls andProcedures                                                                                     |    |   | 53     |   |
| Item 9B.   |  | OtherInformation                                                                                           |    |   | 53     |   |
| PARTIII    |  |                                                                                                       |    |   |   |   |
| Item10.    |  | Directors and Executive Officers of theRegistrant                                                          |    |   | 54     |   |
| Item11.    |  | ExecutiveCompensation                                                                                      |    |   | 57     |   |
| Item12.    |  | Security Ownership of Certain Beneficial Owners andManagement and Related StockholderMatters               |    |   | 61     |   |
| Item 13.   |  | CertainRelationships and RelatedTransactions                                                               |    |   | 64     |   |
| Item14.    |  | Principal Accountant Fees andServices                                                                      |    |   | 64     |   |
| PARTIV     |  |                                                                                                       |    |   |   |   |
| Item15.    |  | Exhibits and Financial StatementSchedules                                                                  |    |   | 66     |   |
| Signatures |  |                                                                                                       | 68 |   |
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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, prior to the sale of its Heavy Duty OEMbusiness, described below, the Company designed, manufactured anddistributed 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.

On March 1, 2005, the Company sold its HeavyDuty OEM business to Modine Manufacturing Company("Modine") for $17 million in cash inconjunction with the merger of the aftermarket business of Modine intoTranspro. These transactions are described in Note 18 of the Notes toConsolidated Financial Statements contained in Item 8 of this Report.As a result of the sale, the Company is now solely a supplier ofheating and cooling components and systems to the automotive and heavyduty aftermarkets.

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 and its specialty fabricated metal productsbusiness along with its 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.

Management haslooked to grow the business through a combination of internal growth,including the addition of new customers and new products, and strategicacquisitions. On December 27, 2002, the Company acquired certain assetsof Fedco Automotive Components Company("Fedco"), based in Buffalo, New York, awholly owned subsidiary of Tomkins PLC. This acquisition strengthenedthe Company's position in the complete heater market and providedthe Company with a new major customer relationship, the capability toproduce aluminum heaters in-house and the ability to maximize thebenefits generated by its in-house production of copper/brass heatercores at its Mexico plant.

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On February 1, 2005, the Company announcedthat it had signed definitive agreements, subject to customary closingconditions including shareholder approval, providing for the merger ofthe aftermarket business of Modine into Transpro (the"Merger") and Modine's acquisition ofTranspro's Heavy Duty OEM business unit for $17 million in cash.The parties had announced a letter of intent for the transactions onOctober 26, 2004. The transactions are expected to result in theCompany having consolidated annual sales of over $400 million and willadd manufacturing and distribution locations in the U.S., Europe andMexico. In addition, the Company will now be focused solely onsupplying heating and cooling components and systems to the automotiveand heavy duty aftermarkets in North and Central America and Europe. OnMarch 1, 2005, the Company completed the sale of its Heavy Duty OEMbusiness for $17 million in cash. The Merger is subject to the approvalof Transpro's stockholders and certain other closing conditions.A summary of these transactions is contained in Note 18 of the Notes toConsolidated Financial Statements contained in this Report.

Current Structure

The Company is organized into twostrategic business groups ("SBG") based onthe type of customer served — Automotive and Light Truck andHeavy Duty. The Automotive and Light Truck SBG is comprised of a heatexchanger unit and a temperature control unit. The Heavy Duty SBGconsisted of both an OEM and aftermarket unit prior to the sale ofTranspro's Heavy Duty OEM business unit. In conjunction with itsinternal reorganization in 2002, the Company also commenced a programto de-emphasize the use of the former business names (GDI, G&O,EVAP and AC Plus) and have all product names, including the well-knowntrade names Ready-Rad® Radiators, Ready-Aire® Heater Core andAir Conditioning Condensers, Ready-Aire® Temperature ControlProducts, Ready-Core® Radiator Cores, Ultra-Fused® Radiatorsand Ultra-Seal® Charge Air Coolers, associated with Transpro,Inc.

Markets

The automotive and heavy truck partsindustries target two distinct markets, the aftermarket and the OEMmarket. The products and services used to maintain and repairautomobiles, vans, light trucks and heavy trucks, as well asaccessories not supplied with such vehicles when manufactured, form therespective automotive and heavy truck aftermarkets. The manufacture ofindividual component parts for use in the original equipmentmanufacturing process of automobiles, vans and light trucks forms theautomotive OEM market and the manufacture of individual components foruse in the original equipment manufacturing process of heavy trucks andother heavy equipment forms the heavy duty OEM market. Following thesale of Transpro's Heavy Duty OEM business unit, the Companysells its products and services solely to the automotive and heavy dutyaftermarkets.

Principal Products and Services

TheCompany designs, manufactures and markets radiators, radiator cores,heater cores, air conditioning parts (including condensers,compressors, accumulators and evaporators) and other heat transferproducts for the automotive and light truck aftermarket. In addition,the Company designs, manufactures and distributes radiators, radiatorcores, charge air coolers, charge air cooler cores, oil coolers andother specialty heat exchangers for the heavy truck and industrialproduct aftermarket. A description of the particular productsmanufactured and the services performed by the Company in each of itsmarket segments is set forth below.

Automotive and Light TruckProducts

The Company provides one of the most extensive productranges of high-quality radiators, radiator cores, heater cores, and airconditioning condensers, compressors and parts to the automotive andlight truck aftermarket. The Company's primary radiator (bothaluminum and copper/brass) and copper/brass heater manufacturingfacility in Nuevo Laredo, Mexico is ISO 9001:2000 certified, which isan internationally recognized verification system for qualitymanagement. In addition to its standard models, the Company can produceand deliver special orders typically within 24 hours through its nineregional plants and thirty eight branch locations.

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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 made up of metal fins,a receiving (inlet) tank, a dispensing (outlet) tank and side columns.In operation, coolant is pumped from the engine to the inlet tank whereit spreads through the tubes. As the engine coolant passes through thetubes, it loses its heat to the air stream through the fins connectedto the tubes. After passing through the tubes, the reduced temperaturecoolant enters the outlet tank and is then re-circulated through theengine.

Complete Radiators.    The Company'slines of complete radiators are produced for automobile and light andheavy truck applications and consist of more than 930 models, which areable to service approximately 95% of the automobiles and lighttrucks in the United States. The Company has established itself as anindustry leader with its well-recognized line of Ready-Rad®radiators. The Ready Rad® Plus line with adaptable fittings hasbecome popular because of its ability to fit the requirements of abroad line of vehicles, enabling distributors to service a largernumber of vehicles with lower inventory levels. During 2001, theCompany acquired the capability to produce aluminum radiator coresin-house, which capability it has since expanded.

The Companyalso sells its Ready Rad® Heatbuster("Heatbuster") line of complete radiators.This line of replacement radiators is specially designed to provideapproximately 20% more cooling capability than a standardradiator. The Heatbuster line is an ideal replacement radiator forvehicles used for towing, hauling, plowing or off-highway purposes, andas a result, it has been particularly popular in the growing lighttruck and 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 and provide same day or next dayservice to virtually the entire United States using its ninestrategically positioned regional manufacturing plants and distributionlocations.

Heater Cores.    The Company produces morethan 450 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. The Company introduced its tubular CT Ready-Aire® lineof heater cores in 1988.

With the acquisition of Fedco, theCompany added in-house aluminum heater core manufacturing capability inBuffalo, New York, which allowed the Company to consolidate and expandits existing copper/brass manufacturing capability at its Nuevo Laredo,Mexico plant. This integration process was completed by mid-2003 andresulted in the creation of "Centers ofExcellence" for heater production in both Buffalo andMexico.

Air Conditioning Compressors.    The Companydistributes more than 1,200 models of new and re-manufactured airconditioning compressors for domestic and import applications in theautomotive and light truck aftermarkets. The compressor is designed tocompress low-pressure vapor refrigerant, which is drawn from theevaporator into a high-pressure gas, and then pumped to thecondenser.

Air Conditioning Condensers.    Airconditioning condensers are a component of a vehicle's airconditioning system designed to convert the air conditioner refrigerantfrom a high-pressure gas to a high-pressure liquid by passing itthrough the air-cooled condenser. More than 425 condenser part numbersare currently cataloged and distributed under the Ready-Aire®brand.

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Air ConditioningAccumulators.    The Company offers over 590 accumulator/driermodels. Accumulators act as a reservoir that prevents liquidrefrigerant from reaching the compressor. The accumulator uses a dryingagent to remove moisture from the system and a filter screen to trapany solid contaminants.

Air ConditioningEvaporators.    The Company offers over 550 evaporator models.Automotive air conditioning evaporators are designed to remove heatfrom the passenger compartment. The core is generally located under thedashboard or adjacent to the firewall and functions as a heat exchangerby passing low pressure liquid refrigerant through its passageways andforcing warm air from the passenger compartment over the core. Therefrigerant becomes a low-pressure vapor and is then re-compressed bythe compressor and re-circulated.

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

Heavy DutyProducts

The Company designs, manufactures and marketsradiators, radiator cores, charge air coolers, charge air cooler coresand engine cooling systems to customers in the heavy duty aftermarket.All products 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.

Complete Radiators.    The Company custom designs,manufactures and sells a wide range of heavy duty radiator models tomeet customer specifications. Certain of the Company's radiatorsare sold under the widely-recognized Ultra-Fused® brand name,utilizing welded tube-to-header core construction and are expresslyengineered to meet customer specifications and withstand a variety ofdemanding customer applications. In 2004, the Company introduced a lineof tractor radiators which are designed to meet the needs of customersmarketing to the agricultural/farm market. The line has over 40 modelsand covers popular tractor models.

RadiatorCores.    Heavy truck and industrial radiator cores areconstructed of extremely durable components in order to meet thedemands of the heavy duty commercial marketplace. The Company offersapproximately 7,100 models of heavy duty radiator cores to serve manydifferent needs in a variety of markets. In addition, the Companyproduces "special order" radiator cores uponrequest from customers. A heavy truck or industrial radiator core isnormally much larger than an automotive core and typically sells forthree to four times the price of an automotive core. Production ofheavy duty replacement radiator cores occurs at the Company'snine regional plants.

Charge Air Coolers andCores.    The Company offers its heavy duty customers a widerange of custom-designed charge air cooler models. A charge air cooleris a heat exchanger 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.

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, 2004, 2003 and2002.

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Customers

The Company sells itsproducts and services to a wide variety and large number of industrialand other commercial customers. The Company sells its automotive andlight truck products to national retailers of aftermarket automotiveproducts (such as AutoZone, Advance Auto Parts, Pep Boys, CSK andO'Reilly), warehouse distributors, radiator shops, hard partsjobbers (including Carquest, Aftermarket AutoParts Alliance and NAPA,the Automotive Parts Group of Genuine Parts Company) and othermanufacturers. The Company also supplies heavy-duty heat transfersystems to the heavy truck and industrial equipment aftermarkets.

The Company's largest customer during 2004, 2003 and 2002 wasAutoZone. AutoZone accounted for approximately 20%, 20%and 21% of net sales for 2004, 2003 and 2002, respectively. Inaddition, Advance Auto Parts accounted for approximately 14%,12% and 6% of net sales for 2004, 2003 and 2002respectively. Paccar accounted for approximately 11% of netsales in 2004 compared to 6% and 7% in 2003 and 2002. Noother customer individually represented more than 10% of nettrade sales in any of the years reported. The loss of one of the majorautomotive and light truck aftermarket customers indicated above couldhave a material adverse effect on the Company's results ofoperations.

As a result of the sale of the Heavy Duty OEMbusiness on March 1, 2005, described in Note 18 of the Notes toConsolidated Financial Statements contained in this Report, Paccar isno longer a customer of the Company.

Sales and Marketing

The Company maintains an in-house sales and marketing department forits aftermarket groups. By focusing its sales effort at the customerlevel, the Company enables its sales staff to develop a thoroughunderstanding of technical and production capabilities and the overallmarket in which each customer operates. The Company has approximately170 individuals involved in sales and marketing efforts. The Companyalso utilizes independent manufacturers' sales representatives toaid in its outside sales efforts in the aftermarket channels.

Competition

The Company faces significant competitionwithin each of the markets in which it operates. In its Automotive andLight Truck product lines, the Company believes that it is among themajor manufacturers and that competition is widely distributed. TheCompany competes with the national producers of heat transfer products,such as Modine, Visteon, internal operations of the OEMs, offshoresuppliers and, to a lesser extent, local and regional manufacturers.The Company's primary competition in the air conditioningreplacement parts business includes Four Seasons, a division ofStandard Motor Products, Visteon, Jordan Industries, offshore suppliersand numerous regional operators. The Company's principal methodsof competition include product design, performance, price, customerservice, warranty, product availability and timely delivery.

Theprimary competitors in the heavy duty aftermarket are regionalmanufacturers.

Intellectual Property

The Company owns anumber of foreign and U.S. patents and trademarks. The patents expireon various dates from 2009 to 2019. In general, the Company'spatents cover certain of its radiator, heater, charge air cooler andair conditioning accumulator manufacturing processes. The Company hasentered into licensing and other agreements with respect to certainpatents, trademarks and manufacturing processes it uses in theoperation of its business. The Company believes that it owns or hasrights to all patents and other technology necessary for the operationof its business. The Company does not consider any single patent ortrademark or group of patents or trademarks to be material to itsbusiness as a whole.

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Raw Materials and Suppliers

Theprincipal raw materials used by the Company in its Automotive and LightTruck and Heavy Duty product lines are copper, brass and aluminum.Although copper, brass, aluminum and other primary materials areavailable from a number of vendors, the Company has chosen toconcentrate its sources with a limited number of long-term suppliers.The Company believes this strategy results in purchasing and operatingeconomies. Outokumpu, a Swedish corporation, supplied the Company withapproximately 100% of its copper and brass requirements in 2004,2003 and 2002. The Company sourced most of its aluminum needs fromAlcoa Inc. during 2004, 2003 and 2002. The Company has not experiencedany significant supply problems for these commodities and does notanticipate any significant supply problems in the foreseeablefuture.

The Company typically executes purchase orders for itsanticipated copper and brass requirements three to nine months prior tothe actual delivery date. The purchase price for such copper and brassis established at the time orders are placed by the Company and not atthe time of delivery. In periods of abnormally high commodity marketprices, the Company will place orders only for its currentrequirements.

Backlog

Prior to the sale ofTranspro's Heavy Duty OEM business unit, backlog consistedprimarily of product orders for Heavy Duty OEM products for which acustomer purchase order has been received and is scheduled for shipmentwithin 12 months. Since orders may be rescheduled or canceled, backlogdoes not necessarily reflect future sales levels. Backlog wasapproximately $5.2 million at December 31, 2004, as compared to $4.1million at December 31, 2003. The Automotive and Light Truck SBGtypically operates on a short lead time order basis. As such, backlogis not indicative of future overall sales levels.

Seasonality

The Company experiences stronger second andthird quarters and weaker first and fourth quarters due to the salesvolumes of the Automotive and Light Truck SBG and the Heavy Dutyaftermarket unit. Higher sales are reported during the spring andsummer months, as the demand for replacement radiators and airconditioning parts and supplies increases, while lower sales levels arereported during the fall and winter months when only the heater coreproduct line is in significant demand. Historically, the Heavy Duty SBGexperienced a decrease in revenues and operating income during thefourth quarter as results were affected by scheduled customer plantshutdowns for the holiday season. The acquisition of Fedco'sheater core business in 2002 provided additional sales which arecounter seasonal to the Company's historic businessperformance.

Research and Development

Research anddevelopment expenses, which were primarily within our Heavy Duty SBG,were approximately $0.6 million, $0.5 million, and $0.4 million, in2004, 2003 and 2002, respectively. As a result of the sale ofTranspro's Heavy Duty OEM business unit, research and developmentexpenses will be significantly lower.

Employees

AtDecember 31, 2004, the Company had 1,545 employees. Of these employees,795 were covered by collective bargaining agreements. TheCompany's collective bargaining agreements are independentlynegotiated at each manufacturing facility and expire on a staggeredbasis. Of the Company's unionized employees, 64% areemployed at the Company's Mexico plant and are represented by alocal Mexican labor union. The Company has successfully re-negotiatedcollective bargaining agreements over the last several years and feelslabor relations are good, although there can be no assurance that theCompany will not experience work stoppages in the future. As a resultof the sale of Transpro's Heavy Duty OEM business unit, on March1, 2005, the number of employees was reduced by 237.

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Environmental Matters

As is thecase with manufacturers of similar products, the Company uses certainhazardous substances in its operations, including certain solvents,lubricants, acids, paints and lead, and is subject to a variety ofenvironmental laws and regulations governing discharges to air andwater, the handling, storage and disposal of hazardous or solid wastematerials and the remediation of contamination associated with releasesof hazardous substances. These laws include the Resource Conservationand Recovery Act (as amended), the Clean Air Act (as amended), theClean Water Act of 1990 (as amended) and the ComprehensiveEnvironmental Response, Compensation and Liability Act (as amended).The Company believes that, as a general matter, its policies, practicesand procedures 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. TheCompany also believes it is reasonably possible that environmentalrelated liabilities might exist with respect to other industrial sitesformerly owned or occupied by the Company. Based upon informationcurrently available, the Company believes that the cost of anypotential remediation for which the Company may ultimately beresponsible will not have a material adverse effect on the consolidatedfinancial position, results of operation or liquidity of theCompany.

The Company currently does not anticipate any materialadverse effect on its consolidated results of operations, financialcondition or competitive position as a result of compliance withfederal, state, local or foreign environmental laws or regulations.However, risk of environmental liability and charges associated withmaintaining compliance with environmental laws is inherent in thenature of the Company's business and there is no assurance thatmaterial environmental liabilities and compliance charges will notarise.

Available Information

The Company periodicallyfiles reports with the Securities and Exchange Commission. Copies ofany filing may be obtained at no charge by visiting the Company'swebsite at www.transpro.com, the SEC's website at www.sec.gov orby writing to Investor Relations Department, Transpro, Inc., 100 GandoDrive, New Haven, Connecticut 06513.

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ITEM2.    PROPERTIES

The Company maintains its corporateheadquarters in New Haven, Connecticut and conducts its operationsthrough the following principal facilities:

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| Location                 |  | ApproximateSquareFootage |         | Owned/Leased |  | ProductLine |  | LeaseExpiration                                                                                            |
| Southaven,Mississippi(2) |  |                     | 520,000 |         |  | Leased      |  | Distributionand warehouse for heat exchangeproducts                                                        |  | 2009    |
| 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(3)   |  |                     | 135,900 |         |  | Owned       |  | Manufactureof heavy duty heat exchangeproducts                                                             |  | — |
| 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    |
| Laredo,Texas             |  |                     | 60,000  |         |  | Leased      |  | Warehouse of heatexchange products, manufacture of tubes for aftermarketradiators                          |  | 2009    |
| Dallas,Texas             |  |                     | 50,100  |         |  | Leased      |  | Manufacture of heavy dutyheat exchangeproducts                                                             |  | 2006    |
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| (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. |

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| (2) | During thefirst quarter of 2005, the Company decided to relocate its 234,200square foot Memphis, Tennessee distribution center into a new 520,000square foot facility located in Southaven, Mississippi. The lease forthe Memphis facility will be terminated without any termination costs.The new facility will be operated under a five-year agreement with UPSSupply Chain Solutions, Inc. |

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|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | TheHeavy Duty OEM business, which includes the Jackson, Mississippifacility, was sold on March 1, 2005. See Note 18 of the Notes toConsolidated Financial Statements contained in this Report. |

The Company believes its property and equipment are in goodcondition and suitable for its needs. The Company has sufficientcapacity to increase production with respect to its replacementradiator product lines and its air conditioning replacement partsbusiness. In its Automotive and Light Truck SBG, the Company maintainsa nationwide network of thirty eight branch locations, which generallyenables the Company to provide its customers with same day deliveryservice. In the Heavy Duty SBG, the aftermarket is also served throughnine regional manufacturing plants. All of these branch and plantfacilities are leased and vary in size from 6,000 square feet to 20,000square feet. Information about long-term lease commitments appears inNote 15 of the Notes to Consolidated Financial Statements contained inItem 8 of this Report.

ITEM 3.    LEGALPROCEEDINGS

Various legal actions are pending againstor involve the Company in the ordinary course of business with respectto such matters as product liability, casualty, environmental andemployment-related claims.

Pursuant to an Agreement and Plan ofMerger 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

8

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Wilhide relating to the calculation of theearn-out. Wilhide claims that the value of his earn-out is $3.75million, while the Company believes that Wilhide is not entitled to anyearn-out. Under the payout formula in the Purchase Agreement, anyearn-out may be payable to Wilhide in cash. The Purchase Agreementincludes an arbitration provision and the arbitration is currentlyproceeding before an arbitrator in Ft. Worth, Texas. While thearbitration schedule has not been finalized, it is anticipated that thearbitration hearing will occur and a decision will be rendered during2005. The Company intends to vigorously defend this matter. Dependingon the amount and timing, an unfavorable resolution of this mattercould materially affect the Company's consolidated financialposition, future operations or cash flows in a particular period. Theultimate outcome at this time, however, is unknown, and any potentialloss cannot be estimated.

ITEM 4.    SUBMISSION OFMATTERS TO A VOTE OF SECURITY HOLDERS

No matters weresubmitted to a vote of security holders during the fourth quarter ofthe year ended December 31, 2004.

Executive Officers of theRegistrant:

|                      |  |     |  |                        |  |                                                                                                                                                                                                                                                                              |  |  |  |  |  |  |  |  |
|----------------------|--|-----|--|------------------------|--|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--|--|--|--|
| Name                 |  | Age |  | Servedas Officer Since |  | Position or Office with the Company &Business Experience During Past Five-YearPeriod                                                                                                                                                                                     |
| Charles E.Johnson    |  | 59  |  | 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   |  | 57  |  | 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      |  | 59  |  | 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       |  | 57  |  | June 2001              |  | Executive Vice President,Operations, of Transpro, Inc., effective March, 2005; Vice President,Operations of Transpro, Inc., 2001 to March 2005; President and ChiefExecutive Officer of Hayden Industrial Products from 1996 through2000.                                    |
| Kenneth T. Flynn,Jr. |  | 55  |  | 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.

9

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PART II

ITEM 5.MARKET FOR REGISTRANT'SCOMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES

The Company's common stock istraded on the American Stock Exchange. The number of beneficial holdersof the Company's common stock as of the close of business onMarch 1, 2005, was approximately 2,400. Information regarding per sharemarket prices for the Company's common stock is shown below for2004 and 2003. Market prices are the daily high and low sales pricesquoted on the American Stock Exchange (AMEX) and prior to October 13,2003 on the New York Stock Exchange ("NYSE").The Company's common stock was approved for listing on the AMEXeffective Monday, October 13, 2003. The Company discontinued tradingits common stock on the NYSE at the close of the market on Friday,October 10, 2003. The Company's decision to list on the AMEX wastaken to address its non-compliance with the NYSE's marketcapitalization and stockholders' equityrequirements.

|                              |  |                            |        |             |  |            |        |            |  |        |        |        |  |        |        |        |  |  |
|------------------------------|--|----------------------------|--------|-------------|--|------------|--------|------------|--|--------|--------|--------|--|--------|--------|--------|--|--|
|                         |  | YearEnded December 31,2004 |        |
|                         |  | 1stQuarter                 |        | 2nd Quarter |  | 3rdQuarter |        | 4thQuarter |
| Market price of commonstock: |  |                       |   |        |  |       |   |       |  |   |   |   |  |   |   |   |
| High                         |  | $                          | 5.15   |        |  | $          | 7.00   |       |  | $      | 6.06   |   |  | $      | 6.75   |   |
| Low                          |  | $                          | 3.90   |        |  | $          | 4.82   |       |  | $      | 4.79   |   |  | $      | 5.00   |   |
|                              |

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

TheCompany discontinued its quarterly common stock cash dividend inSeptember 2000. Under the provisions of the Loan and Security Agreementwith Congress Financial Corporation (New England) entered into onJanuary 4, 2001, the Company is prohibited from paying common stockdividends.

10

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ITEM 6.    SELECTED FINANCIALDATA

The following selected financial data should beread in conjunction with "Item 7-Management'sDiscussion and Analysis of Financial Condition and Results ofOperations" and "Item 8-Financial Statementsand Supplementary Data." The Company sold its SpecialtyMetal Fabrication segment effective May 5, 2000. Results of operationsprior to the sale have been shown as income from discontinuedoperations in the consolidated financialstatements.

|                                                                                     |  |                                 |         |        |  |        |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------------------------------------------|--|---------------------------------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                |  | YearEnded December31,           |         |
|                                                                                |  | 2004                            |         | 2003   |  | 2002   |         | 2001    |  | 2000   |
|                                                                                |  | (inthousands, except sharedata) |
| Statement of operationsdata:(1)                                                     |  |                            |    |   |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Netsales                                                                            |  | $                               | 268,143 |   |  | $      | 228,704 |    |  | $      | 230,565 |    |  | $      | 203,312 |    |  | $      | 203,320 |    |
| Grossmargin(2)                                                                      |  |                            | 52,591  |   |  |   | 37,667  |    |  |   | 46,250  |    |  |   | 27,401  |    |  |   | 28,404  |    |
| Restructuringand other specialcharges                                               |  |                            | — |   |  |   | 1,490   |    |  |   | 1,334   |    |  |   | 3,632   |    |  |   | 1,407   |    |
| Income(loss) from continuing operations before cumulative effect ofaccountingchange |  |                            | 5,178   |   |  |   | (4,536  | )  |  |   | 6,659   |    |  |   | (20,838 | )  |  |   | (9,234  | )  |
| Cumulativeeffect of accounting change, net oftax                                    |  |                            | — |   |  |   | — |    |  |   | (4,671  | )  |  |   | — |    |  |   | — |    |
| Incomefrom discontinued operation, net oftax                                        |  |                            | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 440     |    |
| Gainon sale of discontinued operation, net oftax                                    |  |                            | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 6,002   |    |
| Netincome(loss)                                                                     |  |                            | 5,178   |   |  |   | (4,536  | )  |  |   | 1,988   |    |  |   | (20,838 | )  |  |   | (2,792  | )  |
|                                                                                |  |                            |    |   |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Basicincome (loss) per commonshare:                                                 |  |                            |    |   |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Continuingoperations                                                                |  | $                               | 0.72    |   |  | $      | (0.65   | )  |  | $      | 0.94    |    |  | $      | (3.17   | )  |  | $      | (1.43   | )  |
| Cumulative effect of accountingchange                                               |  |                            | — |   |  |   | — |    |  |   | (0.67   | )  |  |   | — |    |  |   | — |    |
| Discontinuedoperation                                                               |  |                            | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 0.07    |    |
| Gainon sale of discontinuedoperation                                                |  |                            | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 0.91    |    |
|                                                                                |  |                            |    |   |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Dilutedincome (loss) per commonshare(3):                                            |  |                            |    |   |  |   |    |    |  |   |    |    |  |   |    |    |  |
| Continuingoperations                                                                |  | $                               | 0.69    |   |  | $      | (0.65   | )  |  | $      | 0.94    |    |  | $      | (3.17   | )  |  | $      | (1.43   | )  |
| Cumulativeeffect of accountingchange                                                |  |                            | — |   |  |   | — |    |  |   | (0.66   | )  |  |   | — |    |  |   | — |    |
| Discontinuedoperation                                                               |  |                            | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 0.07    |    |
| Gainon sale of discontinuedoperation                                                |  |                            | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 0.91    |    |
|                                                                                |  |                            |    |   |  |   |    |    |  |   |    |    |  |   |    |    |  |
| Cashdividends per commonshare                                                       |  |                            | — |   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | 0.10    |    |
|                                                                                |  |                            |    |   |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Balancesheetdata(4):                                                                |  |                            |    |   |  |   |    |    |  |   |    |    |  |   |    |    |  |   |    |    |
| Workingcapital(5)                                                                   |  | $                               | 25,358  |   |  | $      | 23,028  |    |  | $      | 32,807  |    |  | $      | 31,505  |    |  | $      | 44,742  |    |
| Totalassets                                                                         |  |                            | 150,110 |   |  |   | 157,178 |    |  |   | 160,966 |    |  |   | 129,683 |    |  |   | 156,967 |    |
| Long-termdebt                                                                       |  |                            | 120     |   |  |   | 1,306   |    |  |   | 7,267   |    |  |   | 7,998   |    |  |   | 5,234   |    |
| Totaldebt                                                                           |  |                            | 44,024  |   |  |   | 50,944  |    |  |   | 59,596  |    |  |   | 37,663  |    |  |   | 45,323  |    |
| Stockholders'equity                                                                 |  |                            | 46,835  |   |  |   | 43,620  |    |  |   | 48,238  |    |  |   | 48,965  |    |  |   | 71,477  |    |
|                                                                                     |

|  |
|--|
|  |  |
|  |

|     |                                                                                                  |
|-----|--------------------------------------------------------------------------------------------------|
| (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 commonshare. |

|     |                              |
|-----|------------------------------|
| (4) | As of the end of eachperiod. |

|     |                                                                                                                                                                     |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (5) | Working capital representsthe excess of current assets over current liabilities. Borrowings underthe Revolving Credit facility are reflected as currentliabilities. |

11

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ITEM7.MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL 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, prior to the sale of its Heavy Duty OEMbusiness unit, which is discussed in Note 18 of the Notes toConsolidated Financial Statements contained in this Report, the Companydesigned, manufactured and distributed radiators, radiator cores,charge air coolers, 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. Subsequent to the Heavy Duty OEM sale,the Company serves only the heavy duty aftermarket.

The Companyis organized into two strategic business groups based upon the type ofcustomer served — Automotive and Light Truck and Heavy Duty.Management evaluates the performance of its reportable segments basedupon operating income (loss) before taxes as well as cash flow fromoperations which reflects operating results and asset management.

In order to evaluate market trends and changes, management utilizesa variety of economic and industry data including miles driven byvehicles, average age of vehicles, gasoline usage and pricing andautomotive and light truck vehicle population data. In the heavy dutysegment, we also utilize Class 7 and 8 truck production data andindustrial and off-highway equipment production.

Managementlooks to grow the business through a combination of internal growth,including the addition of new customers and new products, and strategicacquisitions. At the end of 2002, the Company acquired certain assetsof Fedco Automotive Components Company. This acquisition strengthenedour position in the heater core market, provided the Company with a newmajor customer, provided the capability for in-house production ofaluminum heaters and allowed us to maximize the benefits generated bythe in-house production of copper/brass heaters at our Mexicanplant.

On February 1, 2005, the Company announced that it hadsigned definitive agreements, subject to customary closing conditionsincluding shareholders' approval, providing for the merger of theaftermarket business of Modine into Transpro and Modine'sacquisition of Transpro's Heavy Duty OEM business unit for $17million in cash. The transaction will likely increase theCompany's consolidated annual sales to over $400 million and addmanufacturing and distribution locations in the U.S., Europe andMexico. In addition, the Company will now be focused solely onsupplying heating and cooling components and systems to the automotiveand heavy duty aftermarkets in North and Central America and Europe. Asummary of the transactions is contained in Note 18 of the Notes toConsolidated Financial Statements contained in this Report. The Companycompleted the sale of its Heavy Duty OEM Business to Modine on March 1,2005. The merger of Modine's aftermarket business into Transpro,which is expected to be completed in the second quarter of 2005, issubject to Transpro stockholder approval and certain other closingconditions. In future reports, operating results of the Heavy Duty OEMbusiness unit for periods prior to the sale will be shown as adiscontinued operation.

During 2003, the Company completed the$7.0 million restructuring program that it had commenced during thethird quarter of 2001. The program was designed around businessinitiatives to improve the 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 restructuring programs in 2003 toinclude the relocation of Fedco's inventory and machinery(acquired at the end of 2002) to Mexico and salaried headcountreductions made in order to lower overall operating costs. Totalrestructuring and other special charges, including amounts charged tocost of sales, of $1.5 million and $1.8 million were recorded during2003 and 2002, respectively. Management believes that beginning in 2004it experienced the benefits of these improvements as noted in thecomparison of operating results for the year ended December 31, 2004 ascompared to 2003 below.

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Results of Operations

Comparisonof Year Ended December 31, 2004 to 2003

Net sales for the yearended December 31, 2004 increased 17.2% or $39.4 million to$268.1 million as compared to $228.7 million in 2003. Automotive andLight Truck SBG sales increased 10.4% to $185.3 million from$167.9 million in 2003. Heat Exchanger product sales were 11.4%above 2003 resulting from product line expansions by several majorretail customers, the addition of new customers and increased customerdemand. These impacts were partially offset by growing competitivepricing pressures which caused the Company to decrease average sellingprices and precluded the Company from passing on to customers theimpacts of rising commodity costs. It is expected that these pricingpressures will continue during 2005. While miles driven have increasedslightly year over year, they continue to be pressured by rising fuelcosts. The Company's potential market continues to grow, however,as the number of older cars requiring heat exchanger productreplacement increases and the number of light trucks and SUV'sbeing sold grows. Temperature Control product sales were 2.7%above 2003 levels due to the impact of new customer additions. Theseimpacts were offset by unit volume declines caused by changes incustomer buying habits, higher levels of customer inventories goinginto the year and wet and cool weather conditions. These new customeradditions in 2005 will, however, provide the Company with a strongercustomer base should market conditions improve. Heavy Duty SBG sales of$82.8 million were 36.3% or $22.0 million above 2003 levels.Heavy Duty OEM sales grew 66.6% reflecting the ongoing strengthwithin the Class 7 and 8 truck markets, resulting in increased demandfrom our customers combined with new product introductions. Heavy DutyAftermarket sales grew by 7% as a result of new productprograms, pricing actions and improved economic conditions whichgenerated stable product demand as compared to marketplace declinesexperienced during the past several years. Heavy Duty aftermarketvolume is dependent on economic conditions impacting the marketplaceswhich it serves.

Gross margin, as a percentage of sales, was19.6% in 2004 compared to 16.5% in 2003. The 2004improvement reflects lower product costs due to higher productionlevels, improved efficiency and the impact of cost reduction programsimplemented during the past three years. These cost reduction programsincluded the relocation of all copper/brass heater production toMexico, improvements to aluminum heater production, sourcing of productfrom lower cost offshore suppliers, conversion of products to aluminumfrom copper/brass and improvements of production efficiency. Theseactions offset the impacts of rising commodity costs affecting allsegments and the competitive pricing pressures impacting the Automotiveand Light Truck segment. It is expected that commodity costs willremain at current levels during 2005 and that the Company will beunable to pass along these higher costs to its customer base. As aresult, the Company will remain focused on cost reduction actions inorder to offset these adverse conditions to the extent possible. In2003, margins were adversely impacted by production cutbacks institutedin the Automotive and Light Truck Group in the fourth quarter of 2002.These cutbacks resulted in higher actual inventory costs at the end of2002, which translated into lower gross margins in 2003 as the productwas sold. Margins last year were also adversely impacted by start-upproblems with the Company's new aluminum tube mill and othermanufacturing issues. These items did not recur in 2004.

Selling, general and administrative expenses in 2004 increased by12.7% to $43.0 million when compared to 2003; however, expensesdeclined as a percentage of sales to 16.0% compared to16.7% in 2003. The higher expense level is attributable toincreased sales related expenses caused by the year-over-year salesimprovement, higher freight costs reflecting rising fuel costs andincreased incentive compensation accruals attributable to theyear-over-year improvement in operating results. The lower expense, asa percentage of sales, reflects the Company's cost reductionefforts over the past three years to lower branch and administrativespending relative to sales, and improve operating efficiencies. It isexpected that the Company will continue to benefit from these andfuture cost reduction activities.

Restructuring and otherspecial charges of $1.5 million in 2003 represented costs associatedwith the closure of two regional Heavy Duty Aftermarket plants in NorthKansas City, Missouri and Phoenix, Arizona; the closure of theCharlotte, North Carolina branch facility, the movement of Fedco

13

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copper/brass inventory and machinery(acquired at the end of 2002) to Mexico and a program of salariedheadcount reductions. No restructuring costs were recorded in 2004, andall cash outflows associated with the restructuring activities werecompleted in 2004.

Interest costs of $4.8 million in 2004 were$1.1 million above 2003 levels as the impact of higher discountingcharges from the Company's expanded participation in customersponsored vendor payment programs and higher average interest ratesoffset the impact of lower average debt levels. Discounting expenseincreased to $1.5 million in 2004 from $0.4 million in 2003 as theCompany participated in additional customer sponsored vendor paymentprograms, as they were made available, in an effort to counteract theimpact of longer customer payment terms. These discounting expenses arealso impacted by the rising interest rates and the Company'shigher sales levels to customers offering these programs. The Companyexpects to continue participating in these programs in 2005, andexpense levels will continue to be impacted by rising interest ratesand the levels of receivables discounted. Average interest rates underour Loan and Security Agreement ("LoanAgreement"), with Congress Financial Corporation (NewEngland), an affiliate of Wachovia Bank N.A., in 2004 were 4.29%compared with 4.13% in 2003, while average debt levels were$50.9 million in 2004 vs. $55.5 million in 2003.

The effectivetax rate in both 2004 and 2003 reflects state and foreign provisions,and changes in the deferred tax valuation allowance. In the fourthquarter of 2004, the Company recorded a tax benefit of $0.9 million toreflect the reversal of a portion of its deferred tax valuation reservein anticipation of the gain to be recorded in 2005 as a result of thesale of its Heavy Duty OEM business unit. The tax provision in 2003also includes a tax benefit of $1.4 million for refundable income taxesassociated with filing the Company's 2002 Federal Income Taxreturn.

Net income in 2004 improved to $5.2 million or $0.72 perbasic and $0.69 per diluted share compared to a net loss of $4.5million or $0.65 per basic and diluted share in 2003, reflecting thesales and operational improvements discussed above. This year-over-yearimprovement will be pressured in 2005 by continuing competitive pricingpressures and higher commodity, fuel and interest costs. The Companyplans to continue its efforts to offset these impacts to the extent itcan through cost reduction activities.

Comparison of Year EndedDecember 31, 2003 to 2002

For the year ended December 31, 2003,net sales were $228.7 million, 0.8% lower than the $230.6million reported in 2002. Sales for the Automotive and Light Truck SBGin 2003 were $167.9 million, compared with net sales of $164.5 millionin the same period in the prior year. Heat Exchanger product sales were2.9% above 2002 as the impact of the acquisition of Fedco andthe impact of new customer programs were partially offset by changes incustomer mix, ongoing pricing pressure, a soft and shorter sellingseason and a decline in unit volume as many of our major customers tookactions to lower their own inventory levels. Net sales of ourTemperature Control products were 3.7% below 2002 as the impactof several new customer programs were more than offset by anunseasonably short selling season and changes in customer buying habitscaused by their inventory reduction efforts. Heavy Duty SBG sales in2003 of $60.8 million were 8.0% below the $66.0 million reportedin the prior year. Heavy Duty OEM product sales were 6.1% belowthose for the full year 2002, reflecting declines experienced duringthe first 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 periodin the prior year primarily due to the impact of new customer programswith Monaco Coach and other existing customers. Heavy Duty Aftermarketsales for the full year were 9.7% below those of 2002. Thisdecline reflects the continued softness in all markets served by theseproducts and a declining demand for certain product categories.

Gross margins, as a percentage of sales, were 16.5% in 2003compared to 20.1% in 2002. Excluding the $0.5 million ofrestructuring charges recorded in gross margin in 2002, which wereassociated with the closure of a manufacturing plant in Maquoketa,Iowa, the 2002 gross margin 

14

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percentage would have been 20.3%. Theyear-over-year decline in the gross margin percentage was primarily theresult of production cutbacks instituted at the Automotive and LightTruck Heat Exchanger plants. These cutbacks resulted in higher actualinventory costs at the end of 2002, which translated into anapproximately $3 million reduction in gross margin as the products weresold during the first quarter of 2003. Start-up problems with our newaluminum tube mill during the first half of 2003, along with anincrease in price competition and changes in customer mix, alsoadversely impacted margins for the year. In addition, during the fourthquarter of 2003, production at our Temperature Control plant wassignificantly cut back in response to the shorter than normal airconditioning components selling season, resulting in lower margins dueto unabsorbed overhead costs. These items offset the favorable impactsof the Company's cost reduction activities, which have resultedin lower product costs.

Selling, general and administrativeexpenses in 2003 of $38.1 million were $0.7 million below the prioryear. As a percentage of sales, expenses in 2003 were 16.7%compared to 16.9% in 2002. Expenses of Fedco incurred during thefirst quarter of 2003, prior to the completion of the integrationprogram and higher levels of costs for major system improvements, havebeen offset by benefits of the Company's cost reductioninitiatives along with incentive and other expense reductionsreflecting market conditions and the Company's financialresults.

In 2003, the Company completed its $7.0 millionrestructuring program, which started in 2001. Initiatives during 2003included the closure of two regional Heavy Duty Aftermarket plants inNorth Kansas City, Missouri and Phoenix, Arizona, and the closure ofthe Charlotte, North Carolina branch facility. During 2003, the Companyalso added programs, totaling $0.9 million for the relocation of Fedcocopper/brass inventory and machinery (acquired at the end of 2002) toMexico and a cost reduction program of salaried headcount reductions.The salaried headcount reduction actions taken during the last threequarters of 2003 are expected to lower spending levels by approximately$2.4 million on an annualized basis. The Company experienced in its2003 results some of the impacts of completed actions under therestructuring programs. Future benefits from these actions will bedependent on business conditions. A summary of the 2003 charge of $1.5million, which is also discussed in Note 6 of the Notes to ConsolidatedFinancial 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.

The facility consolidation charges primarilyrepresent 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 werecompleted 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("Loan Agreement") with Congress FinancialCorporation (New England), 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 

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the Company's utilization of a customersponsored vendor program administered by a financial institution forthe collection of receivables.

The effective tax rate in both2003 and 2002 reflects only a state and foreign provision. The taxprovision 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.

Financial Condition, Liquidity and CapitalResources

Cash flow generated from operating activities during2004 was $12.1 million, a $3.4 million improvement over the $8.7million generated in 2003. Reported net income was $5.2 millioncompared to a net loss of $4.5 million in 2003 reflecting increasedsales levels and the Company's cost reduction activities.Accounts receivable levels decreased by $5.1 million as the Companyaccelerated the collection of certain customer receivables utilizingcost effective customer sponsored vendor programs administered byfinancial institutions, which offset the impact of increased receivablebalances as a result of higher sales levels. These acceleratedcollections were done in an effort to offset the continuing trendtowards longer customer payment terms by "bluechip" customers, at a cost effective discount rate. TheCompany expects to continue participating in these programs as long asthey are offered at an acceptable discount rate. Inventory levels grew$5.6 million in all segments in order to support the higher saleslevels and the sourcing of product from off shore suppliers. Inventoryturns improved to 3.2 at December 31, 2004 from 3.0 at December 31,2003 reflecting management's efforts to balance inventory levelsin line with customer service requirements. Accounts payable rose by$1.9 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.

In 2003, cash flowfrom operating activities was $8.7 million. Accounts receivable levelsdecreased by $8.1 million as the Company accelerated the collection ofcertain customer receivables utilizing a cost effective customersponsored vendor program administered by a financial institution.Inventory levels grew by $6.8 million due to the soft market conditionsexperienced for most of the year, which included a shorter than normalpeak selling season for heat exchanger and air conditioning products.In addition, the higher inventory levels reflected the purchase of acompetitor's inventory form a major customer during the fourthquarter and the requirement to build inventory in anticipation of newAutomotive and Light Truck customer programs which were expected tocommence in early 2004. Accounts payable rose by $10.2 million as aresult of the growth in inventory levels as well as the Company'sefforts to balance payable outflows with cash collections.

During 2002, operations used $7.7 million of cash. Accountsreceivable grew by $19.4 million during the period due to higher saleslevels (approximately $1 million), extended terms on the new

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customer business added during the year(approximately $11 million) and an ongoing shift in receivables mixtoward 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.

Capitalexpenditures were $4.9 million for 2004, compared with $5.2 million in2003. Expenditures for 2004 were primarily made to implement newproduct introductions, cost reductions and computer upgrades in allsegments of the business. At December 31, 2004, there are no materialoutstanding capital commitments. Capital expenditures are estimated toapproximate $7.0 to $8.0 million in 2005, which will includeexpenditures associated with the relocation of the Company's maindistribution center from Memphis, Tennessee to Southaven, Mississippi.It is anticipated that these expenditures will either be funded byoperations, leasing actions, or from borrowings under the existingrevolving credit agreement.

During the third quarter of 2004, ina non-cash transaction, the Company sold $1.6 million of inventory andfixed assets, associated with its condenser product line, at its netbook value, to a vendor in return for a reduction in theCompany's accounts payable to that vendor and a 24-month supplyagreement commencing on January 1, 2005.

On May 1, 2003, theCompany completed the sale of its Gando Drive headquarters facility inNew Haven, Connecticut and entered into a lease of its currentlyoccupied 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, isbeing recognized equally over the six-year initial term of the lease onthe facility.

On December 27, 2002, the Company purchasedcertain assets of Fedco Automotive Components Company("Fedco") for a cash purchase price of $8.1million, including transaction costs. Net assets acquired included $4.9million of receivables, $3.5 million of inventory, $2.1 million offixed assets, $0.1 million of intangible assets, $1.5 million ofaccounts payable and accrued liabilities and $1.0 million of accruedseverance and relocation costs.

Cash dividends paid to apreferred shareholder were approximately $0.1 million in 2004, 2003 and2002.

Total debt at the end of 2004 was $44.0 million comparedwith $50.9 million a year ago. This $6.9 million reduction reflects theutilization of funds generated by operating activities. At December 31,2004, the Company had $4.5 million available for future borrowingsunder its Loan Agreement.

In 2003, total debt was lowered by$8.7 million reflecting the pay down of the $5.0 million IndustrialRevenue Bond, at the time the Company's headquarters facility wassold, and the utilization of cash flow generated by operations.

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.

OnSeptember 27, 2002, the Company entered into an amendment to its LoanAgreement which provided for a temporary increase in the maximum creditline from $55.0 million to $65.0 million effective July 1, 2002, withscheduled reductions through December 20, 2002 back down to $55.0million. On November 22, 2002, the Loan Agreement was amended topermanently increase the 

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maximum credit line to $65.0 million. OnDecember 27, 2002, in conjunction with the acquisition of Fedco, theLoan Agreement and the Term Promissory Note with Congress FinancialCorporation were amended to permanently increase the maximum creditline to $80 million and extend the credit line through December 27,2005. In addition, the interest rate was decreased to the prime ratefrom the prime rate plus 1.5%. The Company also has the optionto elect a Eurodollar-based interest rate, which has been decreasedfrom plus 4% to plus 2.5%. The amended Loan and SecurityAgreement is comprised of a $77.0 million Revolving Credit Facility anda $3.0 million Term Loan. There were no changes to the minimumthresholds for net worth or working capital, which remain at $37.0million and $55.0 million respectively. On November 19, 2004, Transproentered into an amendment to its Loan Agreement which increased loanavailability by $1.0 million as a result of a reduction in anAvailability Reserve contained in the Agreement. In addition, theminimum Adjusted Net Worth requirement under the agreement, wasincreased from $37.0 million to $40.0 million for all periods afterSeptember 30, 2004. The increased availability provides the Companywith additional flexibility to meet its working capital needsthroughout the year.

The future liquidity and ordinary capitalneeds of the Company in the short term are expected to be met from acombination of cash flows from operations and borrowings under the LoanAgreement. The Company's working capital requirements peak duringthe second and third quarters, reflecting the normal seasonality in theAutomotive and Light Truck segment. In addition, the Company'sfuture cash flow may be impacted by industry trends lengtheningcustomer payment terms. During 2003, the Company began utilizing acustomer sponsored program administered by a financial institution inorder to accelerate the collection of funds and offset the impact ofthese lengthening terms. The Company intends to continue utilizing thisand other similar programs as long as they are a cost effective tool toaccelerate cash flow. The Company believes that its cash flow fromoperations, together with borrowings under its Loan Agreement, will beadequate 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 seekother sources or forms of capital. However, no assurance can be giventhat the Company would be successful in securing such additionalsources or forms of capital.

On March 1, 2005, the Companycompleted the sale of its Heavy Duty OEM business for $17 million incash. These proceeds were utilized to lower outstanding borrowingsunder the revolving credit agreement and increase the amount availablefor future borrowings.

As a result of the merger with theaftermarket business of Modine, the Company's liquidity will beimproved as the assets being acquired will be debt free and theacquired balance sheet will include at least $6.3 million in cash. Wepresently estimate that the costs of the business realignment and otheractions necessary to effectively integrate the business will be fundedfrom cash transferred in the merger, generated by the operationsacquired, including cost savings, or result from borrowings under theCompany's Loan Agreement.

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The following table summarizes theCompany's outstanding material contractual obligations as ofDecember 31, 2004 excluding any obligations relating to the Heavy DutyOEM business unit, which was sold on March 1, 2005 (see Note 18 of theNotes to Consolidated Financial Statements contained in thisReport):

|                             |  |                       |        |           |  |           |         |             |  |        |         |        |  |        |         |        |  |        |        |        |  |  |
|-----------------------------|--|-----------------------|--------|-----------|--|-----------|---------|-------------|--|--------|---------|--------|--|--------|---------|--------|--|--------|--------|--------|--|--|
|                        |  | PaymentsDue by Period |        |
| Type ofObligation           |  | Less Than1Year        |        | 2-3 Years |  | 4-5 Years |         | Over 5Years |  | Total  |
|                        |  | (inthousands)         |        |
| Revolving creditfacility(1) |  | $                     | 42,530 |      |  | $         | — |        |  | $      | — |   |  | $      | — |   |  | $      | 42,530 |   |
| Termloan                    |  |                  | 1,275  |      |  |      | — |        |  |   | — |   |  |   | — |   |  |   | 1,275  |   |
| Pensionplancontribution     |  |                  | 2,300  | (2)  |  |      | — |        |  |   | — |   |  |   | — |   |  |   | 2,300  |   |
| Capitalleaseobligations     |  |                  | 99     |      |  |      | 120     |        |  |   | — |   |  |   | — |   |  |   | 219    |   |
| Operatingleases             |  |                  | 6,400  |      |  |      | 9,400   |        |  |   | 8,200   |   |  |   | 2,100   |   |  |   | 26,100 |   |
| Purchaseobligations         |  |                  | 14,715 | (3)  |  |      | — |        |  |   | — |   |  |   | — |   |  |   | 14,715 |   |
| Total                       |  | $                     | 67,319 |      |  | $         | 9,520   |        |  | $      | 8,200   |   |  | $      | 2,100   |   |  | $      | 87,139 |   |
|                             |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                   |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Borrowingsclassified as a current liability in the Consolidated Balance Sheetincluded in this Report. Based upon year end borrowing levels andinterest rates, annual interest cost would approximate $2.1million. |

|     |                                                                                                                                                                                                                                                                                             |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Pension plancontributions reflect expected disbursements in 2005 as calculated bythe Company's third-party actuary. Estimated contributions forfuture years are not currently determinable as they will be impacted bychanges in discount rates, pension plan performance and otherfactors. |

|     |                                                                                                                                                                                                                   |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Purchaseobligations for goods and services outstanding at the end of the yearwhich normally are consumed over a period of less than 12 months. Thisis not reflective of total consumption over a 12-month period. |

Critical Accounting Estimates

The preparation of financialstatements in conformity with accounting principles generally acceptedin the United States of America requires estimates and assumptions thataffect the reported amounts of assets and liabilities, revenues andexpenses, and related disclosures of contingent assets and liabilitiesin the consolidated financial statements and accompanying notes. Acompany's critical accounting estimates, as set forth by the U.S.Securities and Exchange Commission, are those which are most importantto the portrayal of its financial condition and results of operationsand often require the utilization of estimates or subjective judgment.Based upon this definition, we have identified the critical accountingestimates addressed below. Although we believe that our estimates andassumptions are reasonable, they are based upon information presentlyavailable. Actual results may differ from these estimates underdifferent assumptions or conditions. The Company also has other keyaccounting policies, which involve the use of estimates, which arefurther described in Note 2, "Summary of SignificantAccounting Policies", in Item 8 of this Report.

**Revenue Recognition.**    Sales are recognized either whenproducts are shipped to the customer or when products are received bythe customer in accordance with the invoice shipping terms. Sales arerecorded net of sales rebates, cash discounts, returns and advertisingand other allowances. Accruals for warranty costs, sales returns andallowances are provided at the time of sale based upon historicalexperience or agreements currently in place with customers. The Companywill also accrue for unusual warranty exposures at the time theexposure is identified and quantifiable based upon analyses of expectedproduct failure rates and engineering cost estimates. In connectionwith multi-year agreements with certain customers, the Company incurscustomer acquisition costs which are capitalized and amortized over thelife of the agreement. The Company also establishes reserves foruncollectible trade accounts receivable based upon historicalexperience, anticipated business trends and the current economicconditions. Customer account balances are written off at the time theyare deemed fully uncollectible. Changes in our customers'financial condition or other factors could cause our estimates ofuncollectible accounts receivable or the amortization periods ofcustomer acquisition costs to vary.

**InventoryValuation.**    Inventories are valued at the lower of cost(first-in, first-out method) or market. This requires the Company tomake judgments about the likely method of disposition of its inventoryand expected recoverable value upon disposition. Inventories arereviewed on a continuing 

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basis, and provisions are also made for slowmoving and obsolete inventory based upon estimates of historical orexpected usage as well as the expected recoverable value upondisposition.

**Impairment of Long-Lived Assets**.    In theevent that facts and circumstances indicate that the carrying amountsof a business unit's long-lived assets may be impaired, anevaluation of recoverability would be performed. If an evaluation isrequired, the estimated future undiscounted cash flows of the businessunit, associated with the long-lived assets, would be compared to theasset's carrying amount to determine if a write-down is required.If this 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 bases 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. At December 31, 2004, the discount rate was 6%. 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.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 was below theactuarial assumption and the discount rate was reduced by 0.5%,the unrecognized component of accrued pension costs changed from a lossof $1.3 million at December 31, 2001 to a loss of $6.9 million atDecember 31, 2002. During 2003, the discount rate was again reduced by0.5%; however, the impact this had on the minimum pensionliability was offset by improved performance of the portfolio resultingin an increase in the unrecognized component of accrued pension coststo $7.0 million. The discount rate was again lowered in 2004 by0.5%; however, this impact was offset by favorable portfolioperformance resulting in an increase in the unrecognized component ofpension cost to $7.2 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. Absent any other changes, a 1% change in thediscount rate increases or decreases pension expense by $0.2 million,the pension benefit obligation by $3.1 million and the minimum pensionliability adjustment in Shareholders' Equity by $2.9 million.

**Loss Reserves**.    The Company has other loss exposures suchas self-insurance reserves, environmental and litigation for which itdetermines the need and amount of reserves. Reserves are establishedusing estimates, judgments and consistent methodologies to determinethe exposure and ultimate potential liability.

Inflation

The overall impact of the low rate of inflation in recent years hasresulted in no significant impact on labor costs and general servicesutilized by the Company. The principal raw materials used in theCompany's replacement radiator and heater core product lines arecopper and brass. The Company also requires aluminum for its radiator,charge air cooler, condenser and heater core product lines.

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Copper, brass, aluminum and other primarymetals used in the Company's business are generally subject tocommodity pricing and variations in the market prices for suchmaterials. Although these materials are available from a number ofvendors, the Company has chosen to concentrate its sources with alimited number of long-term suppliers. The Company typically executespurchase orders for its copper and brass requirements three to ninemonths prior to the actual delivery date. In periods of abnormally highcommodity market prices, the Company will place orders only for itscurrent 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. During2003 and 2004, commodity prices increased significantly over the prioryear. While the Company has been successful in passing through someprice increases to customers, in its Automotive and Light Trucksegment, it has been unable to do so in total. As a result, the Companyhas been forced to generate other cost reduction activities in order tooffset these impacts. There is no assurance that the Company will besuccessful in raising prices to its customers in the future nor that itwill be able to generate sufficient cost reductions to offset risingcommodity prices. The Company currently does not use financialderivatives or other methods to hedge transactions with respect to itsmetals consumption.

Environmental Matters

The Companyis subject to Federal, state and local laws designed to protect theenvironment 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 with the Stateof Connecticut Department of Environmental Protection. Under theagreement the Company will voluntarily initiate the investigation andcleanup 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 owned or occupied by the Company. Based upon informationcurrently available, the Company believes that the cost of anypotential remediation for which the Company may ultimately beresponsible will not have a material adverse effect on the consolidatedfinancial position, results of operations or liquidity of theCompany.

The Company currently does not anticipate any materialadverse effect on its consolidated results of operations, financialcondition or competitive position as a result of compliance withFederal, state, local or foreign environmental laws or regulations.However, risk of environmental liability and charges associated withmaintaining compliance with environmental laws is inherent in thenature of the Company's business, and there is no assurance thatmaterial environmental liabilities and compliance charges will notarise.

Recently Issued Accounting Standards

In December2003, 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, 2004.

InNovember 2004, the FASB issued SFAS No.  151,"Inventory Costs — An Amendment of ARB No. 43,Chapter 4," which clarifies the accounting for abnormalamounts of idle facility expense, freight, handling costs and wastedmaterial (spoilage). The Company is required to adopt the provisions ofSFAS No. 151 effective for inventory costs incurred during the firstquarter of fiscal 2006. The Company does not expect the adoption ofthis statement to have a material impact on its financial condition orresults of operations.

In December 2004, the FASB issued arevised SFAS No. 123(R), "Share-BasedPayment." SFAS 123(R) establishes standards for theaccounting for transactions in which an entity exchanges its equity

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instruments for goods or services or incursliabilities in exchange for goods or services that are based on thefair value of the entity's equity instruments, focusing primarilyon accounting for transactions in which an entity obtains employeeservices in share-based payment transactions. SFAS No. 123(R) requirespublic entities to measure the cost of employee services received inexchange for an award of equity instruments based on the grant-datefair value of the award (with limited exceptions) and recognize thecost over the period during which an employee is required to provideservice in exchange for the award. The Company is required to adoptSFAS No. 123(R) as of July 1, 2005. The Company is evaluating theimpact of SFAS No. 123(R) and expects that it will record non-cashstock compensation expenses. The ultimate impact on the results ofoperations is not determinable as it is dependent on the number ofoptions granted after the effective date.

In October, 2004, theAmerican Jobs Creation Act of 2004, also known as the Jobs CreationAct, was signed into law. Among its provisions, the Jobs Creation Actprovides a deduction for income from qualified domestic productionactivities, which will be phased in from 2005 through 2010. In return,the Jobs Creation Act also provides for a two-year phase-out of theexisting extra-territorial income exclusion (ETI) for foreign salesthat was viewed to be inconsistent with international trade protocolsby the European Union. Under guidance in FASB Staff Position No. 109-1,Application of FASB Statement No.  109, "Accountingfor Income Taxes," to the Tax Deduction on QualifiedProduction Activities Provided by the American Jobs Creation Act of2004, the deduction will be treated as a "specialdeduction" as described in FASB Statement No. 109. Assuch, the special deduction has no effect on deferred tax assets andliabilities existing at the enactment date. Rather, the impact of thisdeduction will be reported in the period in which the deduction isclaimed on the tax return. The Company is currently evaluating whetherits production activities qualify for these special deductions. If theproduction activities qualify under the Jobs Creation Act, the firsttime the Company could claim the deduction would be in 2005 when itfiles its next tax return.

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, continued availability under theCompany's Loan Agreement and the possibility that the transactionwith Modine will not be completed or that the Modine aftermarketbusiness will not be successfully integrated. The forward-lookingstatements contained in this Form 10-K are made as of the date hereof,and the Company does not undertake any obligation to update anyforward-looking statements, whether as a result of future events, newinformation or otherwise.

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ITEM 7A.    QUANTITATIVE ANDQUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Companyhas certain exposures to market risk related to changes in interestrates, foreign currency exchange rates, credit and commodities.

The Company's interest rate risk is most sensitive to changesin U.S. interest rates. At December 31, 2004, the Company had a LoanAgreement, under which $43.8 million was outstanding. The weightedaverage interest rate on the Loan Agreement during 2004 was4.29%. Effective December 27, 2002, interest on the LoanAgreement is based on, at the Company's option, the Eurodollarloan rate plus 2.5% or the prime rate. The impact of a10% change in market interest rates would not have a materialimpact on the Company's results of operations.

The Companyhas sales and a manufacturing facility in Mexico. The functionalcurrency of the Company's operations in Mexico is the U.S.dollar. As a result, changes in the foreign currency exchange rates andchanges in the economic conditions in Mexico could affect financialresults. The Company has accounted for transactions associated withthis foreign operation in accordance with the guidance establishedunder Financial Accounting Standards No. 52, "ForeignCurrency Translation." The Company believes it hasmitigated the risk associated with its foreign operations through itsmanagement of inventory and other significant operating assets.

The Company is subject to a concentration of credit risk primarilywith its trade accounts receivable. The largest concentration is withretail customers in the Company's Automotive and Light Trucksegment where six customers comprise 47% of net sales in 2004and 54% of the outstanding trade accounts receivable balance atDecember 31, 2004. The loss of one or more of these customers couldhave a material adverse effect on the Company's results ofoperations. The Company grants credit to customers who meetpre-established credit requirements, and generally requires nocollateral from its customers. Estimates of potential credit losses arebased upon historical experience, customer information andmanagement's expectations of the industry and the overalleconomy. As of December 31, 2004, the Company had no other significantconcentration of credit risk.

Certain risks may arise in thevarious commodity markets in which the Company participates. Commodityprices in the copper, brass and aluminum markets may be subject tochanges based on availability. The Company conducts its purchasing ofsuch commodities generally through three to nine month purchase ordercommitments; however, this practice may be modified in periods ofrising prices. See "Raw Materials andSuppliers" in Part I of this Report and"Inflation" in Item 7 of this Report foradditional information on commodity purchasing.

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ITEM 8.    FINANCIAL STATEMENTSAND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIALSTATEMENTS

|                                                                                                               |  |        |        |        |  |  |
|---------------------------------------------------------------------------------------------------------------|--|--------|--------|--------|--|--|
|                                                                                                          |  | Page   |
| **FinancialStatements:**                                                                                      |  |   |   |   |
| Reports of IndependentRegistered Public AccountingFirms                                                       |  |   | 25     |   |
| Consolidated Statements ofOperations for the Years Ended December 31, 2004, 2003 and2002                      |  |   | 27     |   |
| Consolidated Balance Sheets atDecember 31, 2004 and 2003                                                      |  |   | 28     |   |
| ConsolidatedStatements of Cash Flows for the Years Ended December 31, 2004,2003 and 2002                      |  |   | 29     |   |
| ConsolidatedStatements of Changes in Stockholders' Equity for the Years Ended December 31, 2004, 2003 and2002 |  |   | 30     |   |
| Notes to Consolidated FinancialStatements                                                                     |  |   | 31     |   |
|                                                                                                          |  |   |   |   |
| **FinancialStatement Schedule:**                                                                              |  |   |   |   |
| Schedule II –Valuation and Qualifying Accounts for the Years Ended December 31,2004, 2003 and 2002      |  |   | 52     |   |
|                                                                                                               |

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REPORT OF INDEPENDENT REGISTEREDPUBLIC ACCOUNTING FIRM

To the Board of Directorsand Stockholders of Transpro, Inc.

We have audited theaccompanying consolidated balance sheet of Transpro, Inc. andsubsidiaries as of December 31, 2004 and the related consolidatedstatements of operations, changes in stockholders' equity, andcash flows for the year then ended. We have also audited theinformation for the year ended December 31, 2004 set forth in thefinancial statement schedule listed under Item 15 (a)(2). Theseconsolidated financial statements and financial statement schedule arethe responsibility of the Company's management. Ourresponsibility is to express an opinion on these financial statementsand financial statement schedule based on our audit.

Weconducted our audit in accordance with the standards of the PublicCompany Accounting Oversight Board (United States). Those standardsrequire that we plan and perform the audit to obtain reasonableassurance about whether the financial statements and financialstatement schedule are free of material misstatement. The Company isnot required to have, nor were we engaged to perform, an audit of itsinternal control over financial reporting. Our audit includedconsideration of internal control over financial reporting as a basisfor designing audit procedures that are appropriate in thecircumstances, but not for the purpose of expressing an opinion on theeffectiveness of the Company's internal control over financialreporting. Accordingly, we express no such opinion. An audit alsoincludes examining, on a test basis, evidence supporting the amountsand disclosures in the financial statements and schedule, assessing theaccounting principles used and significant estimates made bymanagement, as well as evaluating the overall presentation of thefinancial statements and schedule. We believe that our audit provides areasonable basis for our opinion.

In our opinion, theconsolidated financial statements referred to above present fairly, inall material respects, the financial position of Transpro, Inc. andsubsidiaries at December 31, 2004, and the results of their operationsand their cash flows for the year then ended in conformity withaccounting principles generally accepted in the United States ofAmerica. Also, in our opinion, the financial statement schedulepresents fairly, in all material respects, the information set forththerein for the year ended December 31, 2004.

/s/BDO Seidman, LLP New York, NY March 16, 2005

25

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REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Transpro,Inc:

In our opinion, the consolidated balance sheet as ofDecember 31, 2003, and the related consolidated statements ofoperations, cash flows, and changes in stockholders' equity forthe years ended December 31, 2003 and 2002 present fairly, in allmaterial respects, the financial position of Transpro, Inc. and itssubsidiaries at December 31, 2003, and the results of their operationsand their cash flows for the years ended December 31, 2003 and 2002 inconformity with accounting principles generally accepted in the UnitedStates of America. In addition, in our opinion, the financial statementschedule listed in the accompanying index presents fairly, in allmaterial respects, the information set forth therein for the yearsended December 31, 2003 and December 31, 2002 when read in conjunctionwith the related consolidated financial statements. These financialstatements and the financial statement schedule are the responsibilityof the Company's management; our responsibility is to express anopinion on these financial statements and the financial statementschedule based on our audits. We conducted our audits of thesestatements in accordance with the standards of the Public CompanyAccounting Oversight Board (United States). Those standards requirethat we plan and perform the audit to obtain reasonable assurance aboutwhether the financial statements are free of material misstatement. Anaudit includes examining, on a test basis, evidence supporting theamounts and disclosures in the financial statements, assessing theaccounting principles used and significant estimates made bymanagement, and evaluating the overall financial statementpresentation. We believe that our audits provide a reasonable basis forour opinion.

As discussed in Note 2 to the consolidatedfinancial statements, effective January 1, 2002, the Company adoptedStatement of Financial Accounting Standards No. 142,"Goodwill and Other Intangible Assets."

/s/ PricewaterhouseCoopers LLP Hartford, CT March17, 2004

26

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TRANSPRO, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per shareamounts)

|                                                                     |  |                        |         |         |  |        |         |         |  |        |         |         |  |  |
|---------------------------------------------------------------------|--|------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                |  | YearsEnded December31, |
|                                                                |  | 2004                   |         | 2003    |  | 2002   |
| Netsales                                                            |  | $                      | 268,143 |    |  | $      | 228,704 |    |  | $      | 230,565 |    |
| Costofsales                                                         |  |                   | 215,552 |    |  |   | 191,037 |    |  |   | 184,315 |    |
| Grossmargin                                                         |  |                   | 52,591  |    |  |   | 37,667  |    |  |   | 46,250  |    |
| Selling,general and administrativeexpenses                          |  |                   | 42,993  |    |  |   | 38,137  |    |  |   | 38,866  |    |
| Restructuringand other specialcharges                               |  |                   | — |    |  |   | 1,490   |    |  |   | 1,334   |    |
| Operatingincome(loss)                                               |  |                   | 9,598   |    |  |   | (1,960  | )  |  |   | 6,050   |    |
| Interestexpense                                                     |  |                   | 4,812   |    |  |   | 3,739   |    |  |   | 3,744   |    |
| Income(loss) before taxes and cumulative effect of accountingchange |  |                   | 4,786   |    |  |   | (5,699  | )  |  |   | 2,306   |    |
| Incometax(benefit)                                                  |  |                   | (392    | )  |  |   | (1,163  | )  |  |   | (4,353  | )  |
| Income(loss) before cumulative effect of accountingchange           |  |                   | 5,178   |    |  |   | (4,536  | )  |  |   | 6,659   |    |
| Cumulativeeffect of accounting change, net of tax of$0              |  |                   | — |    |  |   | — |    |  |   | (4,671  | )  |
| Netincome(loss)                                                     |  | $                      | 5,178   |    |  | $      | (4,536  | )  |  | $      | 1,988   |    |
| Basicincome (loss) per common share:                                |  |
| Income (loss)before cumulative effect of accountingchange           |  | $                      | 0.72    |    |  | $      | (0.65   | )  |  | $      | 0.94    |    |
| Cumulativeeffect of accountingchange                                |  |                   | — |    |  |   | — |    |  |   | (0.67   | )  |
| Netincome (loss) per common share —basic                      |  | $                      | 0.72    |    |  | $      | (0.65   | )  |  | $      | 0.27    |    |
| Dilutedincome (loss) per common share:                              |  |
| Income (loss)before cumulative effect of accountingchange           |  | $                      | 0.69    |    |  | $      | (0.65   | )  |  | $      | 0.94    |    |
| Cumulativeeffect of accountingchange                                |  |                   | — |    |  |   | — |    |  |   | (0.66   | )  |
| Netincome (loss) per common share —diluted                    |  | $                      | 0.69    |    |  | $      | (0.65   | )  |  | $      | 0.28    |    |
| Weightedaverage common shares —basic                          |  |                   | 7,106   |    |  |   | 7,106   |    |  |   | 7,001   |    |
| Weightedaverage common shares and equivalents —diluted        |  |                   | 7,493   |    |  |   | 7,106   |    |  |   | 7,121   |    |
|                                                                     |

Theaccompanying notes are an integral part of these consolidated financialstatements.

27

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TRANSPRO, INC.

CONSOLIDATED BALANCE SHEETS

(in thousands, except sharedata)

|                                                                                                                                                                           |  |             |         |         |  |        |         |         |  |  |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                                                                                      |  | December31, |
|                                                                                                                                                                      |  | 2004        |         | 2003    |
| **ASSETS**                                                                                                                                                                |  |
| Currentassets:                                                                                                                                                            |  |
| Cash and cashequivalents                                                                                                                                                  |  | $           | 312     |    |  | $      | 189     |    |
| Accountsreceivable (less allowance of $2,953 and$2,746)                                                                                                                   |  |        | 40,492  |    |  |   | 46,056  |    |
| Inventories                                                                                                                                                               |  |        | 76,368  |    |  |   | 71,427  |    |
| Deferredincome taxes                                                                                                                                                      |  |        | 1,490   |    |  |   | 2,253   |    |
| Othercurrentassets                                                                                                                                                        |  |        | 3,127   |    |  |   | 3,691   |    |
| Totalcurrentassets                                                                                                                                                        |  |        | 121,789 |    |  |   | 123,616 |    |
| Property,plant and equipment,net                                                                                                                                          |  |        | 22,698  |    |  |   | 24,154  |    |
| Otherassets                                                                                                                                                               |  |        | 5,623   |    |  |   | 9,408   |    |
| Totalassets                                                                                                                                                               |  | $           | 150,110 |    |  | $      | 157,178 |    |
| **LIABILITIESAND STOCKHOLDERS' EQUITY**                                                                                                                                   |  |
| Currentliabilities:                                                                                                                                                       |  |
| Revolving credit facility andcurrent portion of long-termdebt                                                                                                             |  | $           | 43,904  |    |  | $      | 49,638  |    |
| Accountspayable                                                                                                                                                           |  |        | 33,174  |    |  |   | 32,816  |    |
| Accruedliabilities                                                                                                                                                        |  |        | 19,353  |    |  |   | 18,134  |    |
| Totalcurrentliabilities                                                                                                                                                   |  |        | 96,431  |    |  |   | 100,588 |    |
| Long-termdebt                                                                                                                                                             |  |        | 120     |    |  |   | 1,306   |    |
| Retirement andpostretirementobligations                                                                                                                                   |  |        | 4,896   |    |  |   | 5,342   |    |
| Deferredincome taxes                                                                                                                                                      |  |        | 620     |    |  |   | 3,690   |    |
| Otherlong-termliabilities                                                                                                                                                 |  |        | 1,208   |    |  |   | 2,632   |    |
| Totallong-termliabilities                                                                                                                                                 |  |        | 6,844   |    |  |   | 12,970  |    |
| Commitmentsand contingentliabilities                                                                                                                                      |  |
| Stockholders'equity                                                                                                                                                       |  |
| Preferred stock, $.01 parvalue: Authorized 2,500,000 shares; issued and outstanding asfollows:                                                                            |  |
| Series A juniorparticipating preferred stock, $.01 parvalue:                                                                                                              |  |
| Authorized 200,000 shares; issued andoutstanding — none at December 31, 2004 and2003                                                                                |  |        | — |    |  |   | — |    |
| SeriesB convertible preferred stock, $.01 parvalue:                                                                                                                       |  |
| Authorized 30,000 shares; issued andoutstanding — 12,781 at December 31, 2004 and 2003 (liquidationpreference$1,278)                                                |  |        | — |    |  |   | — |    |
| Commonstock, $.01 par value: Authorized 17,500,000 shares, 7,147,959 sharesissued at December 31, 2004 and 2003; 7,106,023 shares outstanding atDecember 31, 2004 and2003 |  |        | 71      |    |  |   | 71      |    |
| Paid-incapital                                                                                                                                                            |  |        | 55,041  |    |  |   | 55,041  |    |
| Accumulateddeficit                                                                                                                                                        |  |        | (1,853  | )  |  |   | (6,967  | )  |
| Accumulatedother comprehensiveloss                                                                                                                                        |  |        | (6,409  | )  |  |   | (4,510  | )  |
| Treasurystock, at cost, 41,936 shares at December 31, 2004 and2003                                                                                                        |  |        | (15     | )  |  |   | (15     | )  |
| Totalstockholders'equity                                                                                                                                                  |  |        | 46,835  |    |  |   | 43,620  |    |
| Totalliabilities and stockholders'equity                                                                                                                                  |  | $           | 150,110 |    |  | $      | 157,178 |    |
|                                                                                                                                                                           |

Theaccompanying notes are an integral part of these consolidated financialstatements.

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TRANSPRO, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(inthousands)

|                                                                                                 |  |                        |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------------------------------------------------------|--|------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                            |  | YearsEnded December31, |
|                                                                                            |  | 2004                   |         | 2003    |  | 2002   |
| Cashflows from operating activities:                                                            |  |
| Net income(loss)                                                                                |  | $                      | 5,178   |    |  | $      | (4,536  | )  |  | $      | 1,988   |    |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operatingactivities: |  |
| Depreciation andamortization                                                                    |  |                   | 5,963   |    |  |   | 5,997   |    |  |   | 5,426   |    |
| Deferredincometaxes                                                                             |  |                   | (870    | )  |  |   | — |    |  |   | — |    |
| Provisionfor uncollectible accountsreceivable                                                   |  |                   | 499     |    |  |   | 609     |    |  |   | 538     |    |
| Non-cashrestructuringcharges                                                                    |  |                   | — |    |  |   | 68      |    |  |   | 572     |    |
| Cumulativeeffect of accountingchange                                                            |  |                   | — |    |  |   | — |    |  |   | 4,671   |    |
| Gainon sale ofbuilding                                                                          |  |                   | (276    | )  |  |   | (181    | )  |  |   | — |    |
| Changein operating assets and liabilities, net ofacquisitions:                                  |  |
| Accountsreceivable                                                                              |  |                   | 5,065   |    |  |   | 8,059   |    |  |   | (19,430 | )  |
| Inventories                                                                                     |  |                   | (5,579  | )  |  |   | (6,808  | )  |  |   | (1,199  | )  |
| Accountspayable                                                                                 |  |                   | 1,912   |    |  |   | 10,239  |    |  |   | 1,776   |    |
| Accruedliabilities                                                                              |  |                   | 1,283   |    |  |   | (234    | )  |  |   | 1,126   |    |
| Other                                                                                           |  |                   | (1,085  | )  |  |   | (4,515  | )  |  |   | (3,171  | )  |
| Netcash provided by (used in) operatingactivities                                               |  |                   | 12,090  |    |  |   | 8,698   |    |  |   | (7,703  | )  |
| Cashflows from investing activities:                                                            |  |
| Capitalexpenditures                                                                             |  |                   | (4,889  | )  |  |   | (5,170  | )  |  |   | (5,558  | )  |
| Salesand retirements of fixedassets                                                             |  |                   | 194     |    |  |   | 115     |    |  |   | 225     |    |
| Netassets of companyacquired                                                                    |  |                   | — |    |  |   | — |    |  |   | (8,080  | )  |
| Netproceeds from sale ofbuilding                                                                |  |                   | — |    |  |   | 5,178   |    |  |   | — |    |
| Netcash (used in) provided by investingactivities                                               |  |                   | (4,695  | )  |  |   | 123     |    |  |   | (13,413 | )  |
| Cashflows from financing activities:                                                            |  |
| Dividendspaid                                                                                   |  |                   | (64     | )  |  |   | (64     | )  |  |   | (94     | )  |
| Net(repayments) borrowings under revolving creditfacility                                       |  |                   | (6,068  | )  |  |   | (2,695  | )  |  |   | 22,583  |    |
| Repaymentof Industrial RevenueBond                                                              |  |                   | — |    |  |   | (5,000  | )  |  |   | — |    |
| Borrowingsunder term loan and capitalized leaseobligations                                      |  |                   | — |    |  |   | — |    |  |   | 250     |    |
| Repaymentsunder term loan and capitalized leaseobligations                                      |  |                   | (1,140  | )  |  |   | (957    | )  |  |   | (900    | )  |
| Deferreddebt issuancecosts                                                                      |  |                   | — |    |  |   | (71     | )  |  |   | (718    | )  |
| Netcash (used in) provided by financingactivities                                               |  |                   | (7,272  | )  |  |   | (8,787  | )  |  |   | 21,121  |    |
| Netincrease in cash and cashequivalents                                                         |  |                   | 123     |    |  |   | 34      |    |  |   | 5       |    |
| Cashand cash equivalents at beginning ofyear                                                    |  |                   | 189     |    |  |   | 155     |    |  |   | 150     |    |
| Cashand cash equivalents at end ofyear                                                          |  | $                      | 312     |    |  | $      | 189     |    |  | $      | 155     |    |
| Non-cashinvesting and financing activity:                                                       |  |
| Entered capitallease obligation                                                                 |  | $                      | 288     |    |  | $      | — |    |  | $      | — |    |
| Sale of inventory andfixed assets to reduce accountspayable                                     |  | $                      | 1,554   |    |  | $      | — |    |  | $      | — |    |
| Supplemental disclosure ofcash flow information:                                                |  |
| Cash paidduring the periodfor:                                                                  |  |
| Interest                                                                                        |  | $                      | 3,898   |    |  | $      | 2,853   |    |  | $      | 2,851   |    |
| Incometaxes                                                                                     |  | $                      | 452     |    |  | $      | 331     |    |  | $      | 413     |    |
|                                                                                                 |

Theaccompanying notes are an integral part of these consolidated financialstatements.

29

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TRANSPRO, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS'EQUITY

(in thousands, except sharedata)

|                                        |  |             |         |                |  |               |         |                |  |                      |         |                                     |  |                          |         |        |  |        |         |         |  |        |         |         |  |        |         |         |  |  |  |  |  |  |
|----------------------------------------|--|-------------|---------|----------------|--|---------------|---------|----------------|--|----------------------|---------|-------------------------------------|--|--------------------------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|--|--|--|--|
|                                   |  | CommonStock |         | PreferredStock |  | TreasuryStock |         | Paid-inCapital |  | (AccumulatedDeficit) |         | AccumulatedOtherComprehensive(Loss) |  | TotalStockholders'Equity |         |
| 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  |    |  |
| Netincome                              |  |        | — |           |  |          | — |           |  |                 | — |                                |  |                     | — |   |  |   | 5,178   |    |  |   | — |    |  |   | 5,178   |    |  |
| Adjustmentfor minimum pensionliability |  |        | — |           |  |          | — |           |  |                 | — |                                |  |                     | — |   |  |   | — |    |  |   | (1,899  | )  |  |   | (1,899  | )  |  |
| Comprehensiveincome                    |  |        | — |           |  |          | — |           |  |                 | — |                                |  |                     | — |   |  |   | — |    |  |   | — |    |  |   | 3,279   |    |  |
| Preferredstock dividendsdeclared       |  |        | — |           |  |          | — |           |  |                 | — |                                |  |                     | — |   |  |   | (64     | )  |  |   | — |    |  |   | (64     | )  |  |
| Balanceat December 31,2004             |  | $           | 71      |           |  | $             | — |           |  | $                    | (15     | )                              |  | $                        | 55,041  |   |  | $      | (1,853  | )  |  | $      | (6,409  | )  |  | $      | 46,835  |    |  |
|                                        |

Theaccompanying notes are an integral part of these consolidated financialstatements.

30

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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 of Consolidation:    The Company's consolidated financial statements includethe accounts of all subsidiaries. Intercompany balances andtransactions 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 if any, are classifiedas current liabilities. The amount reported in the balance sheet forcash and 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. In June 2001, the FASB issuedStatement 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 had no impact on cash flow fromoperations. Goodwill amortization was zero in 2004, 2003 and 2002.

Impairment of Long-Lived Assets:    In the event that factsand circumstances indicate that the carrying amounts of a businessunit's long-lived assets may be impaired, an evaluation ofrecoverability would be performed. If an evaluation is required, theestimated future undiscounted cash flows associated with the assetwould be compared to the asset's carrying amount to determine ifa write-down is required. If this review indicates that the assets willnot be recoverable, the carrying value of the Company's assetswould be reduced to their estimated fair value. There were no assetimpairments at December 31, 2004.

Foreign CurrencyTranslation:    The functional currency of the Company'smanufacturing operations in Mexico is the U.S. dollar and therefore,any adjustments related to currency transactions are included inresults from continuing operations.

31

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

Revenue Recognition:    Sales arerecognized either when products are shipped to the customer or whenthey are received by the customer in accordance with the invoiceshipping terms. Accruals for warranty costs, sales returns andallowances are provided at the time of sale based upon historicalexperience and agreements currently in place with certain customers. Inconjunction with multi-year agreements with certain customers, theCompany incurs customer acquisition costs which are capitalized andamortized, as a reduction of net sales, over the life of the agreement.Delivery charges billed to customers were not significant in 2004, 2003or 2002. Freight out costs are included in selling, general andadministrative expenses and amounted to $6.2 million, $5.2 million and$4.8 million in 2004, 2003 and 2002, respectively.

Advertising Costs:    The Company offers certain customersadvertising and marketing allowances as a fixed percentage of sales.These allowances are recorded as a reduction to net sales. In addition,the Company incurs costs to advertise and promote its products. Thesecosts are included in selling, general and administrative expenses asincurred.

Research and Development:    Research anddevelopment costs are expensed as incurred and approximated $0.6million, $0.5 million and $0.4 million in 2004, 2003 and 2002respectively.

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 income(loss) and earnings (loss) per share for the three years ended December31, would have been as follows:

|                                            |  |                                        |       |         |  |        |        |         |  |        |       |         |  |  |
|--------------------------------------------|--|----------------------------------------|-------|---------|--|--------|--------|---------|--|--------|-------|---------|--|--|
|                                       |  | 2004                                   |       | 2003    |  | 2002   |
|                                       |  | (inthousands, except per shareamounts) |
| Net income(loss):                          |  |
| Asreported                                 |  | $                                      | 5,178 |    |  | $      | (4,536 | )  |  | $      | 1,988 |    |
| Stockbased compensationcosts               |  |                                   | (263  | )  |  |   | (240   | )  |  |   | (375  | )  |
| Proforma                                   |  | $                                      | 4,915 |    |  | $      | (4,776 | )  |  | $      | 1,613 |    |
| Basicnet income (loss) per common share:   |  |
| Asreported                                 |  | $                                      | 0.72  |    |  | $      | (0.65  | )  |  | $      | 0.27  |    |
| Proforma                                   |  |                                   | 0.69  |    |  |   | (0.68  | )  |  |   | 0.22  |    |
| Dilutednet income (loss) per common share: |  |
| Asreported                                 |  | $                                      | 0.69  |    |  | $      | (0.65  | )  |  | $      | 0.28  |    |
| Proforma                                   |  |                                   | 0.66  |    |  |   | (0.68  | )  |  |   | 0.23  |    |
|                                            |

IncomeTaxes:    Deferred tax assets and liabilities are recorded basedon the difference between the financial statement and tax bases 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 six customerscomprise 47% of net sales in 2004. 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. 

32

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

Estimates of potential credit losses arebased upon historical experience, customer information andmanagement's expectations of the industry and the overalleconomy. As of December 31, 2004, the Company had no other significantconcentrations of credit risk.

The Company's financialstatements have been prepared on the basis of continuity of operationsand realization of assets and the satisfaction of liabilities in theordinary course of business. The future liquidity and ordinary capitalneeds of the Company in the short term are expected to be met from acombination of cash flows from operations and borrowings under the LoanAgreement. The Company's working capital requirements peak duringthe first and second quarters, reflecting the normal seasonality in theAutomotive and Light Truck segment and heavy duty aftermarket businessunit. In addition, the Company's future cash flow may be impactedby industry trends lengthening customer payment terms or the extensionof customer sponsored payment arrangements. During 2003, the Companybegan utilizing a customer-sponsored program administered by afinancial institution in order to accelerate the collection ofreceivables and offset the impact of these longer terms. The Companyintends to continue utilizing this program as long as it is a costeffective tool to accelerate cash flow and has recently expanded itsusage as other customers have made similar programs available.Management believes that cash flow from operations, together with thedebt financing described in Note 9 herein, will be adequate to financeongoing operations. However, management believes that the amount offunds available under the Loan Agreement would not be sufficient tomeet the capital needs for major growth initiatives, such assignificant acquisitions. If the Company were to implement major newgrowth initiatives, it would have to seek additional sources ofcapital. However, no assurance can be given that the Company would besuccessful in securing such additional sources of capital.

Use of Estimates:    The preparation of the consolidatedfinancial statements in conformity with accounting principles generallyaccepted in the United States of America requires management to makeestimates and assumptions that affect the reported amounts of assetsand liabilities and disclosure of contingent assets and liabilities atthe dates of the consolidated financial statements and the reportedamounts of revenues and expenses during the reporting periods. Actualresults could differ from those estimates.

Note 3    RecentAccounting Pronouncements

In December 2003, the FASB issuedStatement No. 132 (Revised 2003) "Employers'Disclosures about Pensions and Other PostretirementBenefits" which replaces the original SFAS 132 and revisesemployers' financial statement disclosures about pension plansand other postretirement plans. The Company has adopted the applicableprovisions of this Statement in its reporting of the financial resultsfor the year ended December 31, 2004.

In November 2004, the FASBissued SFAS No.  151, "Inventory Costs – AnAmendment of ARB No. 43, Chapter 4," which clarifies theaccounting for abnormal amounts of idle facility expense, freight,handling costs and wasted material (spoilage). The Company is requiredto adopt the provisions of SFAS No. 151 effective for inventory costsincurred during the first quarter of fiscal 2006. The Company does notexpect the adoption of this statement to have a material impact on itsfinancial condition or results of operations.

In December 2004,the FASB issued a revised SFAS No. 123(R), "Share-BasedPayment." SFAS 123(R) establishes standards for theaccounting for transactions in which an entity exchanges its equityinstruments for goods or services or incurs liabilities in exchange forgoods or services that are based on the fair value of theentity's equity instruments, focusing primarily on accounting fortransactions in which an entity obtains employee services inshare-based payment transactions. SFAS No. 123(R) requires publicentities to measure the cost of employee services received in exchangefor an award of equity instruments based on the grant-date fair valueof the award (with limited exceptions) and recognize the cost over theperiod during which an employee is required to provide service in

33

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

exchange for the award. The Company isrequired to adopt SFAS No. 123(R) as of July 1, 2005. The Company isevaluating the impact of SFAS No. 123(R) and expects that it willrecord non-cash stock compensation expenses. The ultimate impact on theresults of operations is not determinable as it is dependent on thenumber of options granted after the effective date.

In October2004, the American Jobs Creation Act of 2004, also known as the JobsCreation Act was signed into law. Among its provisions, the JobsCreation Act provides a deduction for income from qualified domesticproduction activities, which will be phased in from 2005 through 2010.In return, the Jobs Creation Act also provides for a two-year phase-outof the existing extra-territorial income exclusion (ETI) for foreignsales that was viewed to be inconsistent with international tradeprotocols by the European Union. Under guidance in FASB Staff PositionNo. 109-1, Application of FASB Statement No.  109,"Accounting for Income Taxes," to the TaxDeduction on Qualified Production Activities Provided by the AmericanJobs Creation Act of 2004, the deduction will be treated as a"special deduction" as described in FASBStatement No. 109. As such, the special deduction has no effect ondeferred tax assets and liabilities existing at the enactment date.Rather, the impact of this deduction will be reported in the period inwhich the deduction is claimed on the tax return. The Company iscurrently evaluating whether its production activities qualify forthese special deductions. If the production activities qualify underthe Jobs Creation Act, the first time the Company could claim thededuction would be in 2005 when it files its next tax return.

Note 4    Acquisitions

On December 27, 2002, the Companyacquired certain assets of Fedco Automotive Components Company("Fedco"), a wholly owned subsidiary ofTomkins PLC, for a cash purchase price of approximately $8.1 million,including transaction costs. Fedco manufactured copper/brass andaluminum automotive and truck heaters for aftermarket retailers anddistributors, as well as specialty original equipment manufacturers.The acquisition was funded using proceeds from the Company's Loanand Security Agreement. The transaction has been accounted for as apurchase from the date of the acquisition.

Note 5    Sale ofBuilding

On May 1, 2003, the Company completed the sale of itsheadquarters facility in New Haven, Connecticut. In conjunction withthe sale, the Company entered into a six-year lease for the office,test lab and tube mill space, which it currently occupies. The proceedsfrom the sale were used to repay the $5.0 million outstanding balanceof the Industrial Revenue Bond ("IRB") on thefacility. The gain on the sale of the building, of approximately $1.6million, will be recognized as income equally over the six-year term ofthe lease. During 2004 and 2003, the Company recorded a gain of $0.3million and $0.2 million, respectively, 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, theCompany completed the $7.0 million restructuring program that it hadcommenced during the third quarter of 2001. The program was designedaround business initiatives to improve the Company's operatingperformance, including the redesign of our distribution system,headcount reductions, the transfer of production between manufacturingfacilities and a reevaluation of our product offerings. The Companyalso added approximately $0.9 million of new relocation programs in2003 to include the relocation of Fedco's inventory and machinery(acquired at the end of 2002) to Mexico and salaried headcountreductions made in order to lower overall operating costs.Restructuring and other special charges of $1.5 million and $1.8million were recorded during 2003 and 2002, respectively. The reservebalance is $0 at December 31, 2004. The remaining reserve balance atDecember 31, 2003 and 2002 was classified in other accrued liabilities.A summary of these charges 

34

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

is asfollows:

|                             |  |                  |         |                        |  |                 |         |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------|--|------------------|---------|------------------------|--|-----------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                        |  | WorkforceRelated |         | Facility Consolidation |  | AssetWrite-down |         | Total   |
|                        |  | (inthousands)    |         |
| Balance at December 31,2001 |  | $                | 397     |                   |  | $               | 237     |    |  | $      | — |    |  | $      | 634     |    |
| Charge tooperations         |  |             | 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     |    |
| Cashpayments                |  |             | (199    | )                 |  |            | (23     | )  |  |   | — |    |  |   | (222    | )  |
| Balanceat December 31, 2004 |  | $                | — |                   |  | $               | — |    |  | $      | — |    |  | $      | — |    |
|                             |

In2002, the charges represent the elimination of 31 salaried and hourlypositions, primarily within the Heavy Duty and Automotive and LightTruck segments and stay-pay costs, which were earned in the Heavy Dutysegment. Charges in 2003 represent the elimination of 82 salaried andhourly positions as a result of the closure of two Heavy DutyAftermarket plants and salaried headcount reductions, which impactedall segments of the business. Cash payments for severance programs werecompleted during 2004.

For 2002, facility closure costs of $0.5million primarily reflect expenses associated with the closure of twoAutomotive and Light Truck sales branches, the relocation of analuminum tube mill purchased during the year and the closure of a HeavyDuty plant. In 2003, costs are associated with the closure of two HeavyDuty Aftermarket plants in North Kansas City, Missouri and Phoenix,Arizona, the closure of the Charlotte, North Carolina Automotive andLight Truck branch and the relocation of the Fedco copper/brassinventory and machinery from Buffalo to our existing facility inMexico. Cash payments were completed during 2004.

During thethird quarter of 2002, the Company announced the closure of itsunderutilized Maquoketa, Iowa, Heavy Duty component parts plant inorder to move the manufacturing closer to where the parts are used. Asa result, the Company recorded a provision of $0.5 million to reducethe inventory and fixed assets to net realizable value, which wasincluded in cost of sales. The Company also received proceeds of $0.1million during the second quarter of 2002 from the sale of assets,which had been written off during 2001 in connection with the closureof a California manufacturing plant. In conjunction with the closure oftwo Heavy Duty Aftermarket plants in 2003, the Company wrote down therelated fixed assets and inventory to net realizable value and disposedof the assets.

Note 7    Inventory

Inventory atDecember 31 consists of thefollowing:

|                                 |  |               |        |        |  |        |        |        |  |  |
|---------------------------------|--|---------------|--------|--------|--|--------|--------|--------|--|--|
|                            |  | 2004          |        | 2003   |
|                            |  | (inthousands) |
| Raw material and componentparts |  | $             | 19,737 |   |  | $      | 15,704 |   |
| Work inprogress                 |  |          | 1,233  |   |  |   | 1,082  |   |
| Finishedgoods                   |  |          | 55,398 |   |  |   | 54,641 |   |
| Totalinventory                  |  | $             | 76,368 |   |  | $      | 71,427 |   |
|                                 |

35

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

Note 8    Property, Plant andEquipment

Property, plant and equipment at December 31 consistsof thefollowing:

|                                         |  |               |         |         |  |        |         |         |  |  |
|-----------------------------------------|--|---------------|---------|---------|--|--------|---------|---------|--|--|
|                                    |  | 2004          |         | 2003    |
|                                    |  | (inthousands) |
| Land andimprovements                    |  | $             | 90      |    |  | $      | 90      |    |
| Buildings andimprovements               |  |          | 7,054   |    |  |   | 7,095   |    |
| Machineryandequipment                   |  |          | 63,641  |    |  |   | 61,409  |    |
| Property,plant and equipment,gross      |  |          | 70,785  |    |  |   | 68,594  |    |
| Accumulateddepreciation andamortization |  |          | (48,087 | )  |  |   | (44,440 | )  |
| Property,plant and equipment,net        |  | $             | 22,698  |    |  | $      | 24,154  |    |
|                                         |

Note9    Debt

Debt at December 31 consists of thefollowing:

|                                 |  |               |        |        |  |        |        |        |  |  |
|---------------------------------|--|---------------|--------|--------|--|--------|--------|--------|--|--|
|                            |  | 2004          |        | 2003   |
|                            |  | (inthousands) |
| Revolving creditfacility        |  | $             | 42,530 |   |  | $      | 48,598 |   |
| Termloan                        |  |          | 1,275  |   |  |   | 2,175  |   |
| Capitalized leaseobligations    |  |          | 219    |   |  |   | 171    |   |
| Totaldebt                       |  |          | 44,024 |   |  |   | 50,944 |   |
| Less:                           |  |
| Revolvingcreditfacility         |  |          | 42,530 |   |  |   | 48,598 |   |
| Currentportion of long-termdebt |  |          | 1,374  |   |  |   | 1,040  |   |
| Totallong-termdebt              |  | $             | 120    |   |  | $      | 1,306  |   |
|                                 |

TheCompany entered into a $65.0 million Loan and Security Agreement (the"Loan Agreement") on January 4, 2001 withCongress Financial Corporation (New England)("Congress"), an affiliate of Wachovia BankN.A. ("Wachovia"). Proceeds from the LoanAgreement were utilized to repay the then existing revolving creditarrangement with five banking institutions. The Loan Agreementoriginally provided for collateralized borrowings or the issuance ofletters of credit in an aggregate amount not to exceed $65.0 millionand was comprised of a $60.0 million Revolving Credit Facility and a$5.0 million Term Loan. The initial term of the Loan Agreement was toexpire on January 5, 2004, with annual extensions thereafter at theoption of Congress. The Loan Agreement is collateralized by a blanketfirst security interest in substantially all of the Company'sassets plus a pledge of the stock of the Company's subsidiaries.Available borrowings under the Revolving Credit Facility are determinedby a borrowing base consisting of the Company's eligible accountsreceivable and inventory, adjusted by an advance rate. Borrowings underthe Revolving Credit Facility are classified as short term in theaccompanying consolidated balance sheet. The Term Loan originally waspayable in 59 consecutive monthly installments of $75 thousandcommencing February 1, 2001, with a balloon payment due on January 5,2004.

Amounts borrowed under the Loan Agreement initially boreinterest at variable rates based, at the Company's option, oneither the Eurodollar rate plus a margin of 2.0%, 2.25%or 2.50% depending on the Company's pretax profitperformance, or the Wachovia base lending rate. The Loan Agreementcontains covenants regarding working capital and net worth andprohibits the payment of common stock dividends.

36

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

For the period April 30, 2001 through June30, 2001, the Company was in default of the net worth covenantcontained in the Loan Agreement. Congress waived the default byexecuting an amendment to the Loan Agreement, which provided thateffective July 1, 2001, borrowings bear interest at either 1.5%above the prime rate or 4% in excess of the Eurodollar rate, atthe Company's option. On July 30, 2001, the Company entered intoan amendment to the Loan Agreement, which lowered the net worththreshold to $63.0 million for periods after July 30, 2001. On November27, 2001, an amendment was entered into which lowered the maximumborrowing amount under the Loan Agreement from $65.0 million to $55.0million and lowered the maximum borrowing amount under the revolvingcredit facility from $60.0 million to $50.0 million. On February 20,2002, the Company entered into an amendment, which redefined workingcapital to exclude deferred tax assets, and established the minimumworking capital threshold at $53.0 million effective December 31, 2001through March 31, 2002 and at $55.0 million thereafter. Theseamendments were entered into in order to correct a violation, whichwould have occurred under the original wording of the agreement. Inorder to correct a net worth violation, which would have occurred as aresult of recording the tax valuation reserve in 2001, and writing offgoodwill in the first quarter of 2002, the Company obtained anamendment, which as of December 31, 2001, lowered the minimum net worththreshold to $37.0 million. On November 22, 2002, the maximum creditline was permanently increased to $65.0 million as a result of anamendment to the Loan Agreement.

On December 27, 2002, theCompany entered into an amendment to its Loan Agreement, along with anamendment to its Term Promissory Note. These amendments provide for apermanent increase in the maximum credit line to $80.0 million and anextension of the credit line through December 27, 2005. The expandedcredit line is comprised of a Revolving Credit facility of up to $77.0million and a Term Loan of $3.0 million. The Term Loan is payable in 35consecutive monthly installments of $75 thousand, commencing onFebruary 1, 2003 with a balloon payment due on December 27, 2005. Inaddition, the interest rate was decreased to the prime rate from theprime rate plus 1.5%. The Company also has the option to elect aEurodollar-based interest rate, which has been decreased from plus4.0% to plus 2.5%. There were no changes to the minimumthresholds for net worth or working capital, which remain at $37million and $55 million, respectively.

On November 19, 2004, theCompany entered into an amendment to its Loan Agreement which increasedloan availability by $1.0 million as a result of a reduction in anAvailability Reserve contained in the Loan Agreement. In addition, theminimum Adjusted Net Worth requirement, under the agreement, wasincreased from $37.0 million to $40.0 million for all periods afterSeptember 30, 2004. The increased availability provides the Companywith additional flexibility to meet its working capital needsthroughout the year.

At December 31, 2004 and 2003, the interestrate on outstanding borrowings under the Loan Agreement was4.83% and 4.00%, respectively. The weighted averageinterest rate during 2004 and 2003 was 4.29% and 4.13%,respectively. Available borrowings under the Revolving Credit facilityat December 31, 2004 were $4.5 million.

In addition, the Companyhad an Industrial Revenue Bond relating to its New Haven, Connecticutfacility, which was due in October 2013 and was fully collateralized byletters of credit. The Industrial Revenue Bond bore interest, payablequarterly, at a rate based on a short-term tax-exempt bonds index, asdefined in the bonds, and approximated 1.40% at December 31,2002. The average interest rate approximated 1.44% during 2002.This Industrial Revenue Bond was repaid when the building was sold inMay 2003.

Capitalized lease obligations relate primarily tocomputer equipment.

Interest paid during 2004, 2003 and 2002 was$3.9 million, $2.9 million and $2.9 million, respectively.

TheCompany utilizes letters of credit in the amounts of $4.9 million atDecember 31, 2004 and 2003 to back certain insurance policies andcertain trade purchases.

37

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

Minimum future debt repayments, excludingthe Revolving Credit facility, will be $1.4 million in 2005 and $0.1million in 2006.

Note 10    Stockholders' Equity

Stockholder Rights Plan:    On September 14, 1995, theBoard 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 was 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 entitled the registered holder topurchase from the Company one one-hundredth of a share of Series APreferred Stock at a price of $60.00 per one one-hundredth of a shareof Series A Preferred Stock subject to adjustment. The description andterms of the Rights were set forth in a Rights Agreement between theCompany and American Stock Transfer & Trust Company, as RightsAgent.

On April 29, 2004, the Company announced that its Boardof Directors approved an amendment of the Company'sShareholders' Rights Agreement to accelerate its expiration datefrom September 29, 2005 to September 30, 2004. As a result, the RightsPlan was effectively terminated on October 1, 2004.

PreferredStock:    In connection with the acquisition of Ready-Aire, theCompany issued 30,000 shares of Transpro, Inc. Series B ConvertiblePreferred Stock ("Preferred Stock"). Thepurchase agreement provided for a potential additional payout for theReady-Aire acquisition based on the earnings performance of thebusiness for the period January 1, 1999 through December 31, 2000 thatwould, under certain circumstances, take the form of an increase in theliquidation preference of the Preferred Stock. The holder of thePreferred Stock has disputed the calculation of the payout amount, andthe Company is attempting to resolve the differences in accordance withthe arbitration 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 redeemableat the Company's option, thereafter at the liquidation preferenceat the time of redemption. The Preferred Stock is convertible intocommon stock based upon the liquidation preference and the market valueof common stock at the time of conversion, as further defined in thepurchase agreement. The aggregate number of shares of common stock tobe issued upon conversion of Preferred Stock may not exceed 7%of the total number of shares of common stock outstanding, after givingeffect to the conversion. During the month of December 2002, the holderof the Preferred Stock converted 6,139 shares of Preferred Stock $(0.6million) into 124,134 shares of common stock.

AccumulatedOther Comprehensive Loss:    Other comprehensive loss pertains torevenues, expenses, gains and losses that are not included in netincome (loss), but rather are recorded directly in Stockholders'Equity. For 2004, 2003 and 2002, other comprehensive loss reflectsminimum pension liability adjustments. The adjustments for the yearsended December 31, were $(1.9) million for 2004, $(18) thousand for2003; and $(2.6) million for 2002.

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 

38

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

pension liabilities. To the extent possible,an intangible asset, representing unrecognized prior service costs, hasbeen recorded to offset the liabilities. The balance of the liabilityat the end of the period is reported as a separate reduction ofStockholders' Equity.

PostretirementPlans:    The Company provides healthcare and life insurancebenefits for certain retired employees who reach retirement age whileworking for the Company. The Company accrues for the cost of itspostretirement healthcare and life insurance benefits based onactuarially determined costs recognized over the period from the dateof hire to the full eligibility date of employees who are expected toqualify for these benefits. The Company funds these costs on a pay asyou go basis.

Components of net periodic benefit cost for thethree years ended December 31 are asfollows:

|                               |  |                 |        |                     |  |        |        |         |  |        |        |         |  |        |         |        |  |        |         |        |  |        |         |         |  |  |
|-------------------------------|--|-----------------|--------|---------------------|--|--------|--------|---------|--|--------|--------|---------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--|
|                          |  | RetirementPlans |        | PostretirementPlans |
|                          |  | 2004            |        | 2003                |  | 2002   |        | 2004    |  | 2003   |        | 2002    |
|                          |  | (inthousands)   |
| Servicecost                   |  | $               | 813    |                |  | $      | 801    |    |  | $      | 817    |    |  | $      | 5       |   |  | $      | 5       |   |  | $      | 2       |    |
| Interestcost                  |  |            | 1,821  |                |  |   | 1,824  |    |  |   | 1,815  |    |  |   | 31      |   |  |   | 37      |   |  |   | 42      |    |
| Expectedreturn on planassets  |  |            | (2,062 | )              |  |   | (2,095 | )  |  |   | (1,947 | )  |  |   | — |   |  |   | — |   |  |   | — |    |
| Amortizationof net loss(gain) |  |            | 281    |                |  |   | 141    |    |  |   | 94     |    |  |   | 4       |   |  |   | 4       |   |  |   | (5      | )  |
| Netperiodic benefitcost       |  | $               | 853    |                |  | $      | 671    |    |  | $      | 779    |    |  | $      | 40      |   |  | $      | 46      |   |  | $      | 39      |    |
|                               |

Thefollowing tables set forth the plans' combined funded status andamounts recognized in the Company's consolidated balance sheetsat the measurement date, December31:

|                                 |  |                 |        |                     |  |        |        |         |  |        |     |         |  |        |      |         |  |  |
|---------------------------------|--|-----------------|--------|---------------------|--|--------|--------|---------|--|--------|-----|---------|--|--------|------|---------|--|--|
|                            |  | RetirementPlans |        | PostretirementPlans |
|                            |  | 2004            |        | 2003                |  | 2004   |        | 2003    |
|                            |  | (inthousands)   |
| Change in benefitobligation:    |  |            |   |                |  |   |   |    |  |
| Benefit obligationat January1   |  | $               | 30,212 |                |  | $      | 28,793 |    |  | $      | 526 |    |  | $      | 584  |    |
| Servicecost                     |  |            | 813    |                |  |   | 801    |    |  |   | 5   |    |  |   | 5    |    |
| Interestcost                    |  |            | 1,821  |                |  |   | 1,824  |    |  |   | 31  |    |  |   | 37   |    |
| Actuarialloss                   |  |            | 984    |                |  |   | 797    |    |  |   | 18  |    |  |   | 31   |    |
| Actualgross benefitspaid        |  |            | (1,511 | )              |  |   | (2,003 | )  |  |   | (65 | )  |  |   | (131 | )  |
| Benefitobligation at December31 |  | $               | 32,319 |                |  | $      | 30,212 |    |  | $      | 515 |    |  | $      | 526  |    |
|                                 |

39

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

|                                                       |  |                 |        |                     |  |        |        |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------------|--|-----------------|--------|---------------------|--|--------|--------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                  |  | RetirementPlans |        | PostretirementPlans |
|                                                  |  | 2004            |        | 2003                |  | 2004   |        | 2003    |
|                                                  |  | (inthousands)   |
| Change in planassets:                                 |  |
| Fair value of plan assets at January1                 |  | $               | 21,603 |                |  | $      | 19,101 |    |  | $      | — |    |  | $      | — |    |
| Actual return on planassets                           |  |            | 2,612  |                |  |   | 2,710  |    |  |   | — |    |  |   | — |    |
| Companycontributions                                  |  |            | 2,756  |                |  |   | 1,795  |    |  |   | 65      |    |  |   | 131     |    |
| Actualgross benefitspaid                              |  |            | (1,511 | )              |  |   | (2,003 | )  |  |   | (65     | )  |  |   | (131    | )  |
| Fairvalue of plan assets at December31                |  | $               | 25,460 |                |  | $      | 21,603 |    |  | $      | — |    |  | $      | — |    |
| Reconciliationof funded status:                       |  |            |   |                |  |   |   |    |  |
| Fundedstatus at December31                            |  | $               | (6,859 | )              |  | $      | (8,609 | )  |  | $      | (515    | )  |  | $      | (526    | )  |
| Unrecognizedtransitionobligation                      |  |            | 11     |                |  |   | 18     |    |  |   | — |    |  |   | — |    |
| Unrecognizedprior servicecost                         |  |            | 206    |                |  |   | 425    |    |  |   | 50      |    |  |   | 54      |    |
| Unrecognizednetloss                                   |  |            | 7,175  |                |  |   | 7,030  |    |  |   | 43      |    |  |   | 25      |    |
| Prepaid(accrued) benefitcost                          |  | $               | 533    |                |  | $      | (1,136 | )  |  | $      | (422    | )  |  | $      | (447    | )  |
| Amountsrecognized in statements of financialposition: |  |            |   |                |  |
| Long-term pensionasset                                |  | $               | 791    |                |  | $      | 2,662  |    |  | $      | — |    |  | $      | — |    |
| Accrued benefitliability                              |  |            | (6,722 | )              |  |   | (8,498 | )  |  |   | (422    | )  |  |   | (447    | )  |
| Intangibleasset                                       |  |            | 55     |                |  |   | 190    |    |  |   | — |    |  |   | — |    |
| Accumulatedother comprehensiveloss                    |  |            | 6,409  |                |  |   | 4,510  |    |  |   | — |    |  |   | — |    |
| Netamount recognized at December31                    |  | $               | 533    |                |  | $      | (1,136 | )  |  | $      | (422    | )  |  | $      | (447    | )  |
|                                                       |

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

|                   |  |                 |      |                     |  |        |      |         |  |        |      |         |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------|--|-----------------|------|---------------------|--|--------|------|---------|--|--------|------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|              |  | RetirementPlans |      | PostretirementPlans |
|              |  | 2004            |      | 2003                |  | 2002   |      | 2004    |  | 2003   |      | 2002    |
| Discountrate      |  |            | 6.00 | %              |  |   | 6.25 | %  |  |   | 6.75 | %  |  |   | 6.00    | %  |  |   | 6.25    | %  |  |   | 6.75    | %  |
| Salaryprogression |  |            | 4.00 | %              |  |   | 4.00 | %  |  |   | 4.25 | %  |  |   | — |    |  |   | — |    |  |   | — |    |
|                   |

Theassumptions used in the determination of the net periodic benefit costfor the retirement and postretirement plans for the years endedDecember 31 are asfollows:

|                   |  |                 |      |                     |  |        |      |         |  |        |      |         |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------|--|-----------------|------|---------------------|--|--------|------|---------|--|--------|------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|              |  | RetirementPlans |      | PostretirementPlans |
|              |  | 2004            |      | 2003                |  | 2002   |      | 2004    |  | 2003   |      | 2002    |
| Discountrate      |  |            | 6.25 | %              |  |   | 6.75 | %  |  |   | 7.25 | %  |  |   | 6.25    | %  |  |   | 6.75    | %  |  |   | 7.25    | %  |
| Returnonassets    |  |            | 9.00 | %              |  |   | 9.00 | %  |  |   | 9.00 | %  |  |   | — |    |  |   | — |    |  |   | — |    |
| Salaryprogression |  |            | 4.25 | %              |  |   | 4.25 | %  |  |   | 4.00 | %  |  |   | — |    |  |   | — |    |  |   | — |    |
|                   |

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 futureperformance.

40

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

The assumptions used to developpostretirement plan healthcare costs at December 31 are asfollows:

|                       |  |        |      |         |  |        |      |         |  |        |       |         |  |  |
|-----------------------|--|--------|------|---------|--|--------|------|---------|--|--------|-------|---------|--|--|
|                  |  | 2004   |      | 2003    |  | 2002   |
| Initialtrendrate      |  |   | 9.00 | %  |  |   | 10.0 | %  |  |   | 11.00 | %  |
| Ultimatetrendrate     |  |   | 5.00 | %  |  |   | 5.00 | %  |  |   | 5.00  | %  |
| Yearsto ultimatetrend |  |   | 7    |    |  |   | 8    |    |  |   | 9     |    |
|                       |

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          |  | $             | 2.1 |       |  | $ | (2.1 | )  |
|                                                     |

Theprojected benefit obligation, accumulated benefit obligation and fairvalue of plan assets for the pension plans with accumulated benefitobligations in excess of plan assets were $30.4 million, $30.3 millionand $23.5 million as of December 31, 2004 and $24.1 million, $23.9million and $15.4 million as of December 31, 2003, respectively.

Benefits expected to be paid to participants under theCompany's defined benefit pension plans are $2.0 million in 2005,$1.8 million in 2006, $1.9 million in 2007, $2.3 million in 2008, $2.0million in 2009 and $10.4 million between 2010 and 2014.

Assetsof the Company's pension plans and target allocations by categoryof investment are asfollows:

|                  |  |                  |     |                                   |  |        |     |         |  |        |     |         |  |  |
|------------------|--|------------------|-----|-----------------------------------|--|--------|-----|---------|--|--------|-----|---------|--|--|
|             |  |             |     | Percentageof Assetsat December31, |
| AssetCategory    |  | TargetAllocation |     | 2004                              |  | 2003   |
| Equitysecurities |  |             | 70  | %                            |  |   | 72  | %  |  |   | 70  | %  |
| Debtsecurities   |  |             | 30  | %                            |  |   | 28  | %  |  |   | 30  | %  |
| 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.

It is theCompany's policy to make contributions to its qualifiedretirement plans sufficient to meet the minimum funding requirements ofapplicable laws and regulations. During 2005, the Company currentlyestimates that pension contributions will be $2.3 million.

401(k) Investment Plan:    Under the Company's 401(k)Plan, substantially all of the Company's non-union employees andcertain union employees are eligible to contribute a portion of theirsalaries into various investment options, which include theCompany's common stock. The Company matches a percentage of theamounts contributed by the employees. The Company's matchingcontributions were approximately $0.4 million in 2004, 2003 and2002.

41

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TRANSPRO,INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(continued)

Note 12    Stock CompensationPlans

Stock Options:    At December 31, 2004 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, 2004 and 2003,respectively, 544,359 and 432,359 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, 2004 and 2003, 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 granted would be equal to onehalf of the tendered options for those grants with an exercise pricebetween $4.00 and $6.00 and one-third of the tendered options for thosegrants with an exercise price greater than $6.00. The tender offerexpired on August 2, 2001. Of the options to purchase 116,576 sharesavailable 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.

Information regarding the Stock Plan and the Directors Plan is asfollows:

|                                |  |                 |         |                   |  |                 |      |        |  |        |      |        |  |        |      |        |  |  |
|--------------------------------|--|-----------------|---------|-------------------|--|-----------------|------|--------|--|--------|------|--------|--|--------|------|--------|--|--|
|                           |  |            |         | OptionPrice Range |
| StockPlan                      |  | NumberofOptions |         | Low               |  | WeightedAverage |      | High   |
| 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 |   |
| Granted                        |  |            | 112,000 |              |  |            | 4.51 |   |  |   | 4.56 |   |  |   | 5.25 |   |
| Outstandingat December 31,2004 |  |            | 544,359 |              |  |            | 2.50 |   |  |   | 4.00 |   |  |   | 5.88 |   |
| Exercisableat December 31,2004 |  |            | 278,849 |              |  |            | 2.50 |   |  |   | 3.68 |   |  |   | 5.88 |   |
|                                |

42

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TRANSPRO,INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(continued)

|                                |  |                 |         |                   |  |                 |         |        |  |        |         |        |  |        |         |        |  |  |
|--------------------------------|--|-----------------|---------|-------------------|--|-----------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                           |  |            |         | OptionPrice Range |
| DirectorsPlan                  |  | NumberofOptions |         | Low               |  | WeightedAverage |         | High   |
| 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   |   |
| Granted                        |  |            | — |              |  |            | — |   |  |   | — |   |  |   | — |   |
| Outstandingat December 31,2004 |  |            | 99,200  |              |  |            | 2.70    |   |  |   | 7.50    |   |  |   | 11.75   |   |
| Exercisableat December 31,2004 |  |            | 91,175  |              |  |            | 2.70    |   |  |   | 7.81    |   |  |   | 11.75   |   |
|                                |

Totaloptions exercisable at December 31, 2003 and 2002 were 243,679 and129,059, respectively.

No options were granted during 2003. Theweighted-average grant date fair values of options granted during 2004and 2002 were $4.56 and $2.77.

Additional information relatingto outstanding options under both plans as of December 31, 2004 is asfollows:

|                              |  |                    |         |                                     |  |                              |     |                   |  |                              |       |        |  |        |         |        |  |        |         |        |  |  |
|------------------------------|--|--------------------|---------|-------------------------------------|--|------------------------------|-----|-------------------|--|------------------------------|-------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                         |  |               |         | OptionsOutstanding                  |  | OptionsExercisable           |
| Range ofExercise Price       |  | OptionsOutstanding |         | WeightedAverageRemainingTerm(Years) |  | WeightedAverageExercisePrice |     | SharesExercisable |  | WeightedAverageExercisePrice |
| $2.35–$3.53            |  |               | 230,559 |                                |  |                         | 6.4 |              |  | $                            | 2.98  |   |  |   | 179,374 |   |  | $      | 3.00    |   |
|   3.53–4.70  |  |               | 105,000 |                                |  |                         | 9.2 |              |  |                         | 4.51  |   |  |   | — |   |  |   | — |   |
|   4.70–5.88  |  |               | 251,600 |                                |  |                         | 7.1 |              |  |                         | 4.81  |   |  |   | 134,250 |   |  |   | 4.87    |   |
|   7.05–8.23  |  |               | 10,700  |                                |  |                         | 2.3 |              |  |                         | 7.75  |   |  |   | 10,700  |   |  |   | 7.75    |   |
|   8.23–9.40  |  |               | 10,700  |                                |  |                         | 1.3 |              |  |                         | 8.38  |   |  |   | 10,700  |   |  |   | 8.38    |   |
|   9.40–10.58 |  |               | 14,000  |                                |  |                         | 0.8 |              |  |                         | 10.00 |   |  |   | 14,000  |   |  |   | 10.00   |   |
| 10.58–11.75            |  |               | 21,000  |                                |  |                         | 0.8 |              |  |                         | 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:

|                       |  |        |      |         |         |        |         |        |  |        |      |         |  |  |
|-----------------------|--|--------|------|---------|---------|--------|---------|--------|--|--------|------|---------|--|--|
|                  |  | 2004   |      | 2003    |         | 2002   |
| Dividendyield         |  |   | 0    | %  |         |   | — |   |  |   | 0    | %  |
| Expectedvolatility    |  |   | 54.8 | %  |         |   | — |   |  |   | 55.3 | %  |
| Risk-freeinterestrate |  |   | 4.7  | %  |         |   | — |   |  |   | 4.9  | %  |
| 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. AtDecember 31, 2004, 2003 and 2002, there were no outstanding restrictedstock awards.

43

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TRANSPRO,INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(continued)

Note 13    Income Taxes

The(benefit from) provision for income taxes for the three years endedDecember 31 is as follows:

|                           |  |               |        |         |  |        |         |         |  |        |         |         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|---------------------------|--|---------------|--------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|--|
|                      |  | 2004          |        | 2003    |  | 2002   |         |
|                      |  | (inthousands) |        |
| Current:                  |  |
| Federal                   |  | $             | 43     |    |  | $      | (1,442  | )  |  | $      | (4,624  | )  |  |
| Foreign                   |  |          | 236    |    |  |   | 276     |    |  |   | 292     |    |  |
| Stateandlocal             |  |          | 199    |    |  |   | 3       |    |  |   | (21     | )  |  |
| Totalcurrent              |  |          | 478    |    |  |   | (1,163  | )  |  |   | (4,353  | )  |  |
| Deferred:                 |  |
| Federal                   |  |          | 1,264  |    |  |   | (753    | )  |  |   | 1,300   |    |  |
| Stateandlocal             |  |          | (16    | )  |  |   | (326    | )  |  |   | 307     |    |  |
| Valuationallowance        |  |          | (2,118 | )  |  |   | 1,079   |    |  |   | (1,607  | )  |  |
| Totaldeferred             |  |          | (870   | )  |  |   | — |    |  |   | — |    |  |
| (Benefitfrom) incometaxes |  | $             | (392   | )  |  | $      | (1,163  | )  |  | $      | (4,353  | )  |  |
|                           |

Areconciliation of the (benefit from) provision for income taxes at theFederal statutory rate of 34% to the reported tax (benefit from)income taxes in 2004, 2003 and 2002 is asfollows:

|                                                               |  |               |         |         |  |        |         |         |  |        |         |         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|---------------------------------------------------------------|--|---------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|--|--|--|--|--|--|--|--|--|--|--|--|
|                                                          |  | 2004          |         | 2003    |  | 2002   |         |
|                                                          |  | (inthousands) |         |
| Provision (benefit) computed at theFederal statutoryrate      |  | $             | 1,627   |    |  | $      | (1,938  | )  |  | $      | 784     |    |  |
| Stateand local income taxes, net of Federal income taxbenefit |  |          | 183     |    |  |   | (323    | )  |  |   | 286     |    |  |
| Foreigntax ratedifferential                                   |  |          | 63      |    |  |   | 112     |    |  |   | 136     |    |  |
| Permanentdifferences                                          |  |          | 63      |    |  |   | 55      |    |  |   | 57      |    |  |
| Reductionin tax reserves based on taxreview                   |  |          | — |    |  |   | (108    | )  |  |   | — |    |  |
| Statetax creditadjustment                                     |  |          | — |    |  |   | — |    |  |   | (110    | )  |  |
| Valuationallowance                                            |  |          | (2,118  | )  |  |   | 1,079   |    |  |   | (5,371  | )  |  |
| Other                                                         |  |          | (210    | )  |  |   | (40     | )  |  |   | (135    | )  |  |
| (Benefitfrom) incometaxes                                     |  | $             | (392    | )  |  | $      | (1,163  | )  |  | $      | (4,353  | )  |  |
|                                                               |

44

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TRANSPRO,INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(continued)

Significant components of deferred incometax assets and liabilities as of December 31 are asfollows:

|                                    |  |               |         |         |  |        |         |         |  |  |
|------------------------------------|--|---------------|---------|---------|--|--------|---------|---------|--|--|
|                               |  | 2004          |         | 2003    |
|                               |  | (inthousands) |
| Deferred taxassets:                |  |
| Inventories                        |  | $             | — |    |  | $      | 558     |    |
| Pensions                           |  |          | 1,935   |    |  |   | 1,547   |    |
| Postretirementbenefits             |  |          | 172     |    |  |   | 181     |    |
| Allowancefor baddebts              |  |          | 1,374   |    |  |   | 1,284   |    |
| Selfinsurancereserves              |  |          | 1,021   |    |  |   | 1,206   |    |
| Warrantyreserves                   |  |          | 281     |    |  |   | 440     |    |
| Accruedvacation                    |  |          | 713     |    |  |   | 768     |    |
| Federal andstate net operatingloss |  |          | 4,914   |    |  |   | 4,891   |    |
| Deferredcharges                    |  |          | 478     |    |  |   | — |    |
| Other                              |  |          | 386     |    |  |   | 467     |    |
| Valuationreserve                   |  |          | (5,843  | )  |  |   | (7,961  | )  |
| Totaldeferred taxassets            |  |          | 5,431   |    |  |   | 3,381   |    |
| Deferredtaxliabilities:            |  |          |    |    |  |
| Depreciation                       |  |          | (3,649  | )  |  |   | (3,114  | )  |
| Inventories                        |  |          | (23     | )  |  |   | — |    |
| Other                              |  |          | (889    | )  |  |   | (267    | )  |
| Totaldeferred taxliabilities       |  |          | (4,561  | )  |  |   | (3,381  | )  |
| Netdeferred tax assets             |  | $             | 870     |    |  | $      | — |    |
|                                    |

The Company's federal net operatingloss carry forwards at December 31, 2004 of approximately $9.0 millionexpire through 2024.

During the fourth quarter of 2004, theCompany reversed $0.9 million of its tax valuation reserve inanticipation of the gain to be recorded in 2005 resulting from the saleof its Heavy Duty OEM business.

At the time of filing theCompany's 2002 tax return, the amount of net operating loss,which could be carried back, was adjusted due to the Company'sdecision to change its method of tax accounting for several items andthe finalization 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.

The earnings of certain foreign subsidiaries, which are immaterial,are considered permanently reinvested in the foreign operations andtherefore no provision has been made for U.S. taxes related to thesesubsidiaries.

45

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TRANSPRO,INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(continued)

Income (loss) before taxes from UnitedStates and foreign sources for the three years ended December 31 is asfollows:

|                          |  |               |       |        |  |        |        |         |  |        |       |        |  |  |
|--------------------------|--|---------------|-------|--------|--|--------|--------|---------|--|--------|-------|--------|--|--|
|                     |  | 2004          |       | 2003   |  | 2002   |
|                     |  | (inthousands) |
| UnitedStates             |  | $             | 4,276 |   |  | $      | (6,181 | )  |  | $      | 1,848 |   |
| Foreign                  |  |          | 510   |   |  |   | 482    |    |  |   | 458   |   |
| Income(loss) beforetaxes |  | $             | 4,786 |   |  | $      | (5,699 | )  |  | $      | 2,306 |   |
|                          |

Netincome taxes paid (refunded) during 2004, 2003 and 2002 were $0.4million, $(1.9) million and $(4.8) million, respectively.

Note14    Income (Loss) Per Share

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

|                                                                                                 |  |                                        |         |         |  |        |         |         |  |        |        |         |  |  |
|-------------------------------------------------------------------------------------------------|--|----------------------------------------|---------|---------|--|--------|---------|---------|--|--------|--------|---------|--|--|
|                                                                                            |  | 2004                                   |         | 2003    |  | 2002   |
|                                                                                            |  | (inthousands, except per shareamounts) |
| Numerator:                                                                                      |  |
| Income(loss) from continuingoperations                                                          |  | $                                      | 5,178   |    |  | $      | (4,536  | )  |  | $      | 6,659  |    |
| Less:preferred stockdividends                                                                   |  |                                   | (64     | )  |  |   | (64     | )  |  |   | (86    | )  |
| Income(loss) from continuing operations available (attributable) to commonstockholders          |  |                                   | 5,114   |    |  |   | (4,600  | )  |  |   | 6,573  |    |
| Cumulativeeffect of accounting change, net oftax                                                |  |                                   | — |    |  |   | — |    |  |   | (4,671 | )  |
| Netincome (loss) available (attributable) to common stockholders —basic                   |  |                                   | 5,114   |    |  |   | (4,600  | )  |  |   | 1,902  |    |
| Addback: preferred stockdividend                                                                |  |                                   | 64      |    |  |   | — |    |  |   | 86     |    |
| Netincome (loss) available (attributable) to stockholders and assumedconversions —diluted |  | $                                      | 5,178   |    |  | $      | (4,600  | )  |  | $      | 1,988  |    |
| Denominator:                                                                                    |  |                                   |    |    |  |
| Weightedaverage common shares —basic                                                      |  |                                   | 7,106   |    |  |   | 7,106   |    |  |   | 7,001  |    |
| Dilutiveeffect of stockoptions                                                                  |  |                                   | 152     |    |  |   | — |    |  |   | 84     |    |
| Dilutiveeffect of Series B PreferredStock                                                       |  |                                   | 235     |    |  |   | — |    |  |   | 36     |    |
| Weightedaverage common shares and equivalents —diluted                                    |  |                                   | 7,493   |    |  |   | 7,106   |    |  |   | 7,121  |    |
| Basicincome (loss) per common share:                                                            |  |                                   |    |    |  |
| Continuingoperations                                                                            |  | $                                      | 0.72    |    |  | $      | (0.65   | )  |  | $      | 0.94   |    |
| Cumulativeeffect of accountingchange                                                            |  |                                   | — |    |  |   | — |    |  |   | (0.67  | )  |
| Netincome (loss) per commonshare                                                                |  | $                                      | 0.72    |    |  | $      | (0.65   | )  |  | $      | 0.27   |    |
| Dilutedincome (loss) per common share:                                                          |  |                                   |    |    |  |
| Continuingoperations                                                                            |  | $                                      | 0.69    |    |  | $      | (0.65   | )  |  | $      | 0.94   |    |
| Cumulativeeffect of accountingchange                                                            |  |                                   | — |    |  |   | — |    |  |   | (0.66  | )  |
| Netincome (loss) per commonshare                                                                |  | $                                      | 0.69    |    |  | $      | (0.65   | )  |  | $      | 0.28   |    |
|                                                                                                 |

Theweighted average basic common shares outstanding was used in thecalculation of the diluted loss per common share for the year endedDecember 31, 2003 as the use of weighted average diluted common sharesoutstanding would have an anti-dilutive effect on the loss pershare.

There were outstanding options to purchase common stockexcluded from the diluted calculation because their exercise priceexceeded the average market price of the Company's common stock

46

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TRANSPRO,INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(continued)

during the respective earnings periods. Theshares excluded and the average market prices were asfollows:

|                     |  |        |        |        |  |        |         |        |  |        |
|---------------------|--|--------|--------|--------|--|--------|---------|--------|--|--------|
|                |  | 2004   |        | 2003   |  | 2002   |
| Options             |  |   | 80,300 |   |  |   | 301,000 |   |  |   | 83,800 |   |
| Averagemarketprices |  | $      | 5.44   |   |  | $      | 4.35    |   |  | $      | 4.98 |   |
|                     |

Note15    Commitments and Contingencies

Leases:    TheCompany's leases consist primarily of manufacturing anddistribution facilities and equipment, which expire between 2005 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 2004, $4.8 million in 2003 and $4.3million in 2002.

Future minimum annual rental payments undernon-cancelable operating leases as of December 31, 2004 were asfollows: $6.4 million in 2005, $4.9 million in 2006, $4.5 million in2007, $4.3 million in 2008 and $3.9 million in 2009 and $2.1 millionthereafter. These amounts exclude obligations of the Heavy Duty OEMbusiness unit which was sold on March 1, 2005 (see Note 18).

Insurance:    The Company is self-insured for healthcare,workers compensation, general liability and product liability claims upto predetermined amounts above which third party insurance applies. TheCompany has reserved approximately $2.8 million and $3.0 million to paysuch claims as of December 31, 2004 and 2003, respectively.

Legal Proceedings:    Various legal actions are pendingagainst or involve the Company in the ordinary course of business withrespect to such matters as product liability, casualty, environmentaland employment-related claims.

Pursuant to an Agreement and Planof 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 and a decisionrendered during 2005. The Company intends to vigorously defend thismatter. Depending on the amount and timing, an unfavorable resolutionof this matter could materially affect the Company's consolidatedfinancial position, future operations or cash flows in a particularperiod. The ultimate outcome at this time, however, is unknown, and anypotential loss cannot be estimated.

EnvironmentalMatters:    The Company is subject to Federal, state and locallaws designed to protect the environment and believes that, as ageneral matter, its policies, practices and procedures are properlydesigned to reasonably prevent risk of environmental damage andfinancial liability to the Company. On January 27, 2003, the Companyannounced that it had signed a Consent Agreement with the State ofConnecticut Department of Environmental Protection. Under theagreement, the Company will voluntarily initiate the investigation andcleanup of environmental contamination on property occupied by awholly-owned subsidiary of the Company over 20 years ago. The Companybelieves there will not be a material adverse impact to its financialresults due to the investigation and 

47

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TRANSPRO,INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(continued)

cleanup activities. The Company also does notcurrently anticipate any material adverse effect on its consolidatedresults of operations, financial condition or competitive position as aresult of compliance with Federal, state, local or foreignenvironmental laws or regulations. However, risk of environmentalliability and charges associated with maintaining compliance withenvironmental laws is inherent in the nature of the Company'sbusiness and there is no assurance that material environmentalliabilities and compliance charges will not arise. The Company alsobelieves it is reasonably possible that environmental-relatedliabilities might exist with respect to other industrial sites formerlyowned or occupied by the Company. Based upon environmental siteassessments, the Company believes that the cost of any potentialremediation, other than amounts already provided, for which the Companymay ultimately be responsible will not have a material adverse effecton the consolidated financial position, results of operations, orliquidity of the Company.

Warranty Expense:    TheCompany provides an accrual for warranty costs based upon historicalexperience and agreements currently in place with certain customers. Italso accrues for unusual exposures at the time the exposure isidentified and quantified, based upon analyses of expected productfailure rates and engineering cost estimates. An analysis of activityfor the years ended December 31 is asfollows:

|                               |  |               |        |         |  |        |        |         |  |        |        |         |  |  |
|-------------------------------|--|---------------|--------|---------|--|--------|--------|---------|--|--------|--------|---------|--|--|
|                          |  | 2004          |        | 2003    |  | 2002   |
|                          |  | (inthousands) |
| Balance at beginning ofperiod |  | $             | 596    |    |  | $      | 1,569  |    |  | $      | 1,933  |    |
| Chargedto cost andexpenses    |  |          | 5084   |    |  |   | 1,687  |    |  |   | 1,174  |    |
| Warrantycreditsissued         |  |          | (5,226 | )  |  |   | (2,660 | )  |  |   | (1,538 | )  |
| Balanceat end ofperiod        |  | $             | 454    |    |  | $      | 596    |    |  | $      | 1,569  |    |
|                               |

Warrantyexpenses in 2004 increased over 2003 due to a change in a customerprogram being in place for the full year 2004 versus being in place foronly four months of the prior year. As a result of the change, theCompany is now incurring additional warranty expense as compared tooffering the customer a fixed percentage off invoice allowance, whichwas reflected as a reduction of net sales in prior years. Warrantyexpenses in 2003 increased over 2002 due to this changed customerprogram being implemented for a portion of the year.

Note16    Business Segments

The Company is organized into twostrategic business groups ("SBG") based onthe type of customer served — Automotive and Light Truck andHeavy Duty. The Automotive and Light Truck SBG is comprised of a heatexchanger unit and a temperature control unit. The Heavy Duty SBGconsisted of both an OEM and aftermarket unit prior to the sale ofTranspro's Heavy Duty OEM business unit.

The Automotive andLight Truck strategic business group includes complete radiators andradiator cores, heaters, air conditioning condensers, air conditioningcompressors and other air conditioning parts for aftermarket customers.Prior to the sale of the Heavy Duty OEM business unit, the Heavy Dutystrategic business group provided manufactured specialized heavy-dutyequipment radiators, radiator cores, charge air coolers, charge aircooler cores and oil coolers to original equipment manufacturers andaftermarket customers. Subsequent to the Heavy Duty OEM sale, theCompany serves only aftermarket customers.

The Company evaluatesthe performance of its segments and allocates resources accordinglybased on operating income (loss) before interest and taxes.Intersegment sales are recorded at cost. Certain other expenses such asinformation technology, human resources and finance and accountingfunctions are allocated between segments based on their respective useof shared facilities and resources.

48

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TRANSPRO,INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(continued)

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

|                                     |  |                      |         |                        |  |        |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------|--|----------------------|---------|------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                |  | ConsolidatedRevenues |         | Operating Income(Loss) |
|                                |  | 2004                 |         | 2003                   |  | 2002   |         | 2004    |  | 2003   |         | 2002    |
|                                |  | (inthousands)        |         |                   |
| Tradesales:                         |  |                 |    |                   |  |
| Automotive and lighttruck           |  | $                    | 185,331 |                   |  | $      | 167,932 |    |  | $      | 164,538 |    |  | $      | 11,428  |    |  | $      | 3,355   |    |  | $      | 13,911  |    |
| Heavyduty                           |  |                 | 82,812  |                   |  |   | 60,772  |    |  |   | 66,027  |    |  |   | 4,935   |    |  |   | (747    | )  |  |   | (2,053  | )  |
| Inter-segmentrevenues:              |  |                 |    |                   |  |
| Automotive and lighttruck           |  |                 | 6,938   |                   |  |   | 3,806   |    |  |   | 3,406   |    |  |   | — |    |  |   | — |    |  |   | — |    |
| Heavyduty                           |  |                 | — |                   |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |  |   | — |    |
| Eliminationof inter-segmentrevenues |  |                 | (6,938  | )                 |  |   | (3,806  | )  |  |   | (3,406  | )  |  |   | — |    |  |   | — |    |  |   | — |    |
| Corporateexpenses                   |  |                 | — |                   |  |   | — |    |  |   | — |    |  |   | (6,765  | )  |  |   | (4,568  | )  |  |   | (5,808  | )  |
| Consolidatedtotal                   |  | $                    | 268,143 |                   |  | $      | 228,704 |    |  | $      | 230,565 |    |  | $      | 9,598   |    |  | $      | (1,960  | )  |  | $      | 6,050   |    |
|                                     |

|                          |  |             |         |                      |  |                                    |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |        |         |        |  |        |       |        |  |        |       |        |  |        |       |        |  |  |
|--------------------------|--|-------------|---------|----------------------|--|------------------------------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--------|-------|--------|--|--------|-------|--------|--|--------|-------|--------|--|--|
|                     |  | TotalAssets |         | Capital Expenditures |  | DepreciationandAmortizationExpense |
|                     |  | 2004        |         | 2003                 |  | 2002                               |         | 2004   |  | 2003   |         | 2002   |  | 2004   |         | 2003   |  | 2002   |
| Automotiveand lighttruck |  | $           | 111,567 |                 |  | $                                  | 120,174 |   |  | $      | 121,265 |   |  | $      | 3,365   |   |  | $      | 4,476   |   |  | $      | 4,506   |   |  | $      | 4,026 |   |  | $      | 3,997 |   |  | $      | 3,293 |   |
| Heavyduty                |  |        | 32,919  |                 |  |                               | 28,267  |   |  |   | 26,899  |   |  |   | 1,812   |   |  |   | 694     |   |  |   | 1,052   |   |  |   | 1,889 |   |  |   | 1,904 |   |  |   | 1,962 |   |
| Corporate                |  |        | 5,624   |                 |  |                               | 8,737   |   |  |   | 12,802  |   |  |   | — |   |  |   | — |   |  |   | — |   |  |   | 48    |   |  |   | 96    |   |  |   | 171   |   |
| Consolidatedtotals       |  | $           | 150,110 |                 |  | $                                  | 157,178 |   |  | $      | 160,966 |   |  | $      | 5,177   |   |  | $      | 5,170   |   |  | $      | 5,558   |   |  | $      | 5,963 |   |  | $      | 5,997 |   |  | $      | 5,426 |   |
|                          |

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

|                                             |  |               |         |        |  |        |       |        |  |        |       |        |  |  |
|---------------------------------------------|--|---------------|---------|--------|--|--------|-------|--------|--|--------|-------|--------|--|--|
|                                        |  | 2004          |         | 2003   |  | 2002   |
|                                        |  | (inthousands) |
| Automotive and lighttruck                   |  | $             | — |   |  | $      | 864   |   |  | $      | 206   |   |
| Heavyduty                                   |  |          | — |   |  |   | 626   |   |  |   | 1,610 |   |
| Totalrestructuring and other specialcharges |  | $             | — |   |  | $      | 1,490 |   |  | $      | 1,816 |   |
|                                             |

In2004, 2003 and 2002 sales to AutoZone accounted for approximately20%, 20% and 21% of net sales, respectively. Inaddition, Advance Auto Parts accounted for approximately 14%,12% and 6% of net sales for 2004, 2003 and 2002respectively. These sales were in the Automotive and Light Trucksegment.

In 2004, 2003 and 2002 sales to Paccar accounted forapproximately 11%, 6% and 7% of net sales,respectively. These sales were in the Heavy Duty segment. As a resultof the sale of the Heavy Duty OEM business on March 1, 2005, describedin Note 18, Paccar is no longer a customer of the Company.

Noother customer individually represented more than 10% of nettrade sales in any of the years reported. The loss of one of the majorautomotive and light truck aftermarket customers, indicated above,could have a material adverse effect on the Company's results ofoperations.

The principal raw materials used by the Company inits Automotive and Light Truck and Heavy Duty segments are copper,brass and aluminum. Although these materials are available from anumber of vendors, the Company has chosen to concentrate its sourceswith a limited number of long-term suppliers. The Company believes thisstrategy results in purchasing and operating 

49

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TRANSPRO,INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(continued)

economies. The Company has not experiencedany significant supply problems for these commodities and does notanticipate any significant supply problems in the foreseeablefuture.

Note 17    Quarterly Financial Data(Unaudited)

|                                                  |  |                                         |        |         |  |         |        |        |  |        |        |        |  |        |        |        |  |  |
|--------------------------------------------------|--|-----------------------------------------|--------|---------|--|---------|--------|--------|--|--------|--------|--------|--|--------|--------|--------|--|--|
|                                             |  | YearEnded December 31,2004              |        |
|                                             |  | 1stQtr                                  |        | 2nd Qtr |  | 3rd Qtr |        | 4thQtr |
|                                             |  | (in thousands,except per share amounts) |        |
| Netsales                                         |  | $                                       | 59,895 |    |  | $       | 72,221 |   |  | $      | 72,012 |   |  | $      | 64,015 |   |
| Grossmargin                                      |  |                                    | 10,259 |    |  |    | 12,682 |   |  |   | 15,157 |   |  |   | 14,493 |   |
| Net(loss)income                                  |  |                                    | (643   | )  |  |    | 803    |   |  |   | 2,658  |   |  |   | 2,360  |   |
| Net(loss) income per common share —basic   |  | $                                       | (0.09  | )  |  | $       | 0.11   |   |  | $      | 0.37   |   |  | $      | 0.33   |   |
| Net(loss) income per common share —diluted |  | $                                       | (0.09  | )  |  | $       | 0.11   |   |  | $      | 0.36   |   |  | $      | 0.31   |   |
|                                                  |

|                                                  |  |                            |        |         |  |         |        |         |  |        |        |        |  |        |        |         |  |  |
|--------------------------------------------------|--|----------------------------|--------|---------|--|---------|--------|---------|--|--------|--------|--------|--|--------|--------|---------|--|--|
|                                             |  | YearEnded December 31,2003 |        |
|                                             |  | 1stQtr                     |        | 2nd Qtr |  | 3rd Qtr |        | 4thQtr  |
| Netsales                                         |  | $                          | 52,700 |    |  | $       | 58,302 |    |  | $      | 65,629 |   |  | $      | 52,073 |    |
| Grossmargin                                      |  |                       | 7,191  |    |  |    | 8,998  |    |  |   | 13,214 |   |  |   | 8,264  |    |
| Net(loss)income                                  |  |                       | (4,335 | )  |  |    | (607   | )  |  |   | 1,961  |   |  |   | (1,555 | )  |
| Net(loss) income per common share —basic   |  | $                          | (0.61  | )  |  | $       | (0.09  | )  |  | $      | 0.27   |   |  | $      | (0.22  | )  |
| Net(loss) income per common share —diluted |  | $                          | (0.61  | )  |  | $       | (0.09  | )  |  | $      | 0.27   |   |  | $      | (0.22  | )  |
|                                                  |

Duringthe fourth quarter of 2004, the Company reversed $0.9 million of itstax valuation reserve in anticipation of the gain to be recorded in2005 resulting from the sale of its Heavy Duty OEM business, asdescribed in Note 18.

Note 18    Subsequent Event

OnFebruary 1, 2005, the Company announced that it had signed definitiveagreements providing for the merger of the aftermarket business ofModine Manufacturing Company ("Modine") intoTranspro and Modine's acquisition of Transpro's Heavy DutyOEM business unit for $17 million in cash. The parties had announced aletter of intent for the transactions on October 26, 2004. Modine willspin off its aftermarket business on a debt-free basis to itsshareholders, and the resulting company will immediately merge intoTranspro. Each step of the transaction is expected to be tax free tothe shareholders of both companies. Following the merger, currentTranspro shareholders will own 48% of the Company, and Modineshareholders will own 52%. The transaction is expected toincrease the Company's consolidated annual sales to over $400million (unaudited) and add manufacturing and distribution locations inthe U.S., Europe and Mexico. In addition, the Company will now befocused solely on supplying heating and cooling components and systemsto the automotive and heavy duty aftermarkets in North and CentralAmerica and Europe. In the merger, Transpro will be the accountingacquirer, and it is expected that negative goodwill will be generatedas the net fair value of the assets being acquired will exceed theconsideration being issued. This negative goodwill will first be usedto write down fixed assets to zero and any remainder will be includedin the income statement in the year of the acquisition. The Companyexpects to record restructuring costs commencing in 2005 in order toobtain synergistic benefits which should be seen within 12 to 18months.

The merger closing is subject to Transpro shareholderand regulatory approvals and other customary conditions. On February 4,2005, the Antitrust Division of the Department of Justice and theFederal Trade Commission granted early termination of the waitingperiod under the Hart-Scott-Rodino Antitrust Improvements Act of 1976,applicable to the merger. It is expected that the merger will closeduring the second quarter of 2005.

As described above, inconjunction with the merger agreement, the Company entered into anagreement to sell its Heavy Duty OEM business unit to Modine for $17million in cash. This 

50

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TRANSPRO,INC.NOTES TO CONSOLIDATED FINANCIAL STATEMENTS —(continued)

transaction was completed on March 1, 2005,and the Company expects to record a pre-tax gain of approximately $6million in its first quarter 2005 results of operations. The proceedsfrom the sale of the business were utilized to reduce debt. For theyear ended December 31, 2004, net sales of the Heavy Duty OEM businessunit was $49.7 million, and pre-tax income was $5.7 million. In futurereports, operating results of the Heavy Duty OEM business unit forperiods prior to the sale will be shown as a discontinuedoperation.

51

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SCHEDULE II

Transpro, Inc. Valuation and QualifyingAccounts

|                                          |  |                              |        |                            |  |            |        |                             |  |                         |         |         |  |        |         |           |  |        |        |        |  |  |
|------------------------------------------|--|------------------------------|--------|----------------------------|--|------------|--------|-----------------------------|--|-------------------------|---------|---------|--|--------|---------|-----------|--|--------|--------|--------|--|--|
|                                     |  | Balanceat Beginning ofPeriod |        | Charged toCostsandExpenses |  | Write-Offs |        | Other                       |  | Balanceat End of Period |
|                                     |  | (inthousands)                |        |
| Year Ended December 31,2004              |  |                         |   |                       |  |       |   |                        |  |                    |    |    |  |   |    |      |  |   |   |   |
| Allowancefor doubtfulaccounts            |  | $                            | 2,746  |                       |  | $          | 499    |                        |  | $                       | (292    | )  |  | $      | — |      |  | $      | 2,953  |   |
| Allowance for excess/slowmovinginventory |  |                         | 2,147  |                       |  |       | 2,353  |                        |  |                    | (1,668  | )  |  |   | — |      |  |   | 2,832  |   |
| Reservefor warrantycosts                 |  |                         | 596    |                       |  |       | 5,084  |    (b)  |  |                    | (5,226  | )  |  |   | — |      |  |   | 454    |   |
| Taxvaluationreserve                      |  |                         | 7,961  |                       |  |       | (2,118 | )(c)                   |  |                    | — |    |  |   | — |      |  |   | 5,843  |   |
|                                     |  |                         |   |                       |  |       |   |                        |  |                    |    |    |  |   |    |      |  |   |   |   |
| YearEnded December 31,2003               |  |                         |   |                       |  |       |   |                        |  |                    |    |    |  |   |    |      |  |   |   |   |
| Allowancefor 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  |    (b)  |  |                    | (2,660  | )  |  |   | — |      |  |   | 596    |   |
| Taxvaluationreserve                      |  |                         | 6,875  |                       |  |       | 1,079  |                        |  |                    | — |    |  |   | 7       | (d)  |  |   | 7,961  |   |
|                                     |  |                         |   |                       |  |       |   |                        |  |                    |    |    |  |   |    |      |  |   |   |   |
| YearEnded December 31,2002               |  |                         |   |                       |  |       |   |                        |  |                    |    |    |  |   |    |      |  |   |   |   |
| Allowancefor 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  |    (b)  |  |                    | (1,538  | )  |  |   | — |      |  |   | 1,569  |   |
| Taxvaluationreserve                      |  |                         | 11,228 |                       |  |       | (5,371 | )(a)                   |  |                    | — |    |  |   | 1,018   | (d)  |  |   | 6,875  |   |
|                                          |

|  |
|--|
|  |  |
|  |

|     |                                                                                                 |
|-----|-------------------------------------------------------------------------------------------------|
| (a) | Includes$3,795 recorded as a tax benefit in the first quarter of 2002 due tochanges in taxlaws. |

|     |                                                                                                                                                                 |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | Expenses increasedin 2004 and 2003 due to a change in a customer program described inNote 15 of the Notes to Consolidated Financial Statements containedherein. |

|     |                                                                                                             |
|-----|-------------------------------------------------------------------------------------------------------------|
| (c) | Includes $0.9million reversal resulting from the expected gain from the Heavy DutyOEM business sale in2005. |

|     |                                                                                                                                                                   |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (d) | Amount representschange in the valuation allowance and the deferred tax asset resultingfrom minimum pension liability adjustment included inShareholders' Equity. |

52

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|              |                                                                                     |
|--------------|-------------------------------------------------------------------------------------|
| ITEM9.  | CHANGES IN AND DISAGREEMENTS WITHACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE |

None.

|                |                        |
|----------------|------------------------|
| ITEM 9A.  | CONTROLS ANDPROCEDURES |

The Company maintains disclosure controlsand procedures that are designed to ensure that information required tobe disclosed in the Company's Exchange Act reports is recorded,processed, summarized and reported within the time periods specified inthe SEC's rules and forms, and that such information isaccumulated and communicated to the Company's management,including its Chief Executive Officer and Chief Financial Officer, asappropriate, to allow timely decisions regarding required disclosurebased on the definition of "disclosure controls andprocedures" in Rule 13a-15(e). In designing and evaluatingthe disclosure controls and procedures, management recognized that anycontrols and procedures, no matter how well designed and operated, canprovide only reasonable assurance of achieving the desired controlobjectives, and management necessarily was required to apply itsjudgment in evaluating the cost-benefit relationship of possiblecontrols and procedures.

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, 2004. 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, 2004 that have materially affected, or arereasonably likely to materially affect the Company's internalcontrol over financial reporting.

ITEM 9B.    OTHERINFORMATION

None.

53

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PART III

ITEM10.    DIRECTORS AND EXECUTIVE OFFICERS OF THEREGISTRANT

Information Regarding the Board ofDirectors

Transpro's Board of Directors consists of sevenmembers. The directors, their ages, the year in which each first becamea director of Transpro and their principal occupations or employmentduring the past five yearsare:

|                        |  |        |  |                          |  |                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |  |  |  |
|------------------------|--|--------|--|--------------------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--|--|--|--|
| Name                   |  | Age    |  | YearFirstBecame Director |  | Principal Occupation During thePast Five Years                                                                                                                                                                                                                                                                                                                                                                                         |
| Barry R.Banducci       |  | 69     |  | 1995                     |  | Chairmanof the Board of Transpro, Inc. since September 1995; from 1984 to 1996,Vice Chairman of the Board and a director of The Equion Corporation, amanufacturer of automotive products; from 1988 to 1994, President andChief Executive Officer of Equion and from 1984 to 1988, President andChief Operating Officer of Equion; currently a director of DexmetCorporation.(1)                                                       |
|                   |  |   |  |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| WilliamJ. Abraham, Jr. |  | 57     |  | 1995                     |  | Partner with Foley& Lardner, a law firm in Milwaukee, Wisconsin, since 1980; formerlyChairman of the Business Law Department of Foley & Lardner and amember of its Management Committee; currently a director of TheVollrath Company, Inc., Park Bank, Quad/Graphics, Inc., PhillipsPlastics Corporation and Windway CapitalCorp.(1)                                                                                           |
|                   |  |   |  |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| PhilipWm. Colburn      |  | 76     |  | 1995                     |  | Chairman of the Board ofAllen Telecom Inc. from December 1988 to July 2003 and a director ofAllen from 1973 to July 2003; from March 1988 to February 1991, ChiefExecutive Officer of Allen; currently a director of Superior IndustriesInternational, Inc. and AndrewCorporation.(2)                                                                                                                                                  |
|                   |  |   |  |                     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| CharlesE. Johnson      |  | 59     |  | 2001                     |  | Since March 2001, Presidentand Chief Executive Officer of Transpro, Inc.; from 1996 to March 2001,President and Director, and from 1997 to March 2001, Chief ExecutiveOfficer, of Canadian General-Tower Ltd., a producer of polymer filmsand composite materials to the automotive and other markets; from 1984to 1996, various positions at The Equion Corporation, includingPresident and Chief Operating Officer from 1993 to1996. |
|                        |

54

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|                |  |        |  |                          |  |                                                                                                                                                                                                                                                                                                                                                                                                    |  |  |  |  |  |  |  |  |
|----------------|--|--------|--|--------------------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|--|--|--|--|
| Name           |  | Age    |  | YearFirstBecame Director |  | Principal Occupation During thePast Five Years                                                                                                                                                                                                                                                                                                                                                     |
| Paul R.Lederer |  | 65     |  | 1995                     |  | Currently a director of R&BInc., Maximus, Inc., United Components, Inc. and O'ReillyAutomotive, Inc.; prior to retirement in October 1998, Executive VicePresident — Worldwide Aftermarket of Federal-Mogul Corporationsince February 1998; from November 1994 to February 1998, President andChief Operating Officer of Fel-Pro Inc., which was acquired byFederal-MogulCorporation.(1) |
|           |  |   |  |                     |  |                                                                                                                                                                                                                                                                                                                                                                                               |
| SharonM. Oster |  | 56     |  | 1995                     |  | Frederic D. Wolfe Professor ofManagement and Entrepreneurship at the School of Management, YaleUniversity since 1992; from 1992 to 1994, Associate Dean ofYale's School of Management; from 1983 to 1994, Professor ofEconomics and Management at Yale's School of Management;currently a director of HealthCare REIT, Inc. and The AristotleCorporation.(2)                                       |
|           |  |   |  |                     |  |                                                                                                                                                                                                                                                                                                                                                                                               |
| F.Alan Smith   |  | 73     |  | 1995                     |  | Chairman of AdvancedAccessory Systems, LLC from September 1995 to April 2003; Chairman ofMackie Automotive Systems from May 1998 to December 2001, and adirector of 3M from 1986 to 2001; retired from General MotorsCorporation in 1992 after 36 years of service; from 1981 to 1992,Executive Vice President and a member of the Board of Directors ofGM.(2)                                     |
|                |

|  |
|--|
|  |  |
|  |

|     |                                                                |
|-----|----------------------------------------------------------------|
| (1) | Memberof the Nominating, Governance and Compensation Committee |

|     |                              |
|-----|------------------------------|
| (2) | Member of the AuditCommittee |

The business and affairs of Transpro are managedunder the direction of our Board of Directors, whose members areelected annually by the stockholders. Our Board of Directors hasdesignated a Nominating, Governance and Compensation Committee and anAudit Committee. Messrs. Lederer, Abraham and Banducci are the membersof the Nominating, Governance and Compensation Committee; and Messrs.Smith, Colburn and Ms. Oster are the members of the Audit Committee.Each member of the Audit Committee is independent under Rule 10A-3 ofthe Securities and Exchange Commission and AMEX listing standards. TheBoard of Directors has determined that Mr. Smith, Chairman of the AuditCommittee, and Mr. Colburn are each an "audit committeefinancial expert" as that term is defined in Item 401(h)of Regulation S-K of the Securities and Exchange Commission. Eachmember of the Nominating, Governance and Compensation Committee isindependent as provided under AMEX listing standards.

TheNominating, Governance and Compensation Committee recommends to theBoard salaries and incentive compensation awards for our officers;reviews and approves guidelines for the administration of incentivecompensation programs for other management employees; makesrecommendations to the Board with respect to major compensationprograms; administers our 1995 

55

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Stock Plan and our 1995 Nonemployee DirectorsStock Option Plan (the "Directors Plan"),grants stock options and restricted shares of common stock under the1995 Stock Plan; and issues the Report on Executive Compensationrequired to be included in our proxy statement by the rules of theSecurities and Exchange Commission. This committee also overseescorporate governance issues in accordance with applicable law andAmerican Stock Exchange rules, selects and recommends to the Boardnominees for election as directors and considers the performance ofincumbent directors in determining whether to recommend them fornomination for re-election. The charter of the Nominating, Governanceand Compensation Committee is posted on our website atwww.transpro.com.

The Audit Committee is directly responsiblefor the appointment, compensation and oversight of the audit andrelated work of our independent auditors. The Audit Committee reviewsthe degree of their independence; approves the scope of the auditengagement, including the cost of the audit; approves any non-auditservices rendered by the auditors and the fees for these services;reviews with the auditors and management our policies and procedureswith respect to internal accounting and financial controls and, uponcompletion of an audit, the results of the audit engagement; andreviews internal accounting and auditing procedures with our financialstaff and the extent to which recommendations made by the independentauditors have been implemented. The Audit Committee has adopted acharter that meets the requirements of the Securities and ExchangeCommission and the American Stock Exchange and a copy of the charter isposted on our website at www.transpro.com.

During 2004, theBoard of Directors held seven meetings, the Nominating, Governance andCompensation Committee held three meetings, and the Audit Committeeheld twelve meetings. During 2004, each director attended at least75% of the meetings of the Board of Directors held and of allcommittees of the Board of Directors on which he or she served while heor she was director or a member of a committee of the Board ofDirectors, except for Mr. Abraham, who attended six of the ten Boardand applicable committee meetings.

If the Modine aftermarketmerger is completed, the Company's board of directors will beclassified and will have ten members, consisting of six directors fromthe Company and four directors from Modine. The Company's proxystatement relating to the merger will describe the new board structurein more detail.

Executive Officers of the Registrant

See "Executive Officers of the Registrant"in Part I hereof.

Code of Ethics

Our Board of Directorshas approved a Code of Business Conduct in accordance with the rules ofthe Securities and Exchange Commission and the American Stock Exchangethat governs the conduct of each of our employees and directors,including our principal executive officer, principal financial officer,principal accounting officer and controller. Our Code of BusinessConduct is maintained on our website at www.transpro.com.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires ourexecutive officers and directors, and persons who beneficially own morethan ten percent of our common stock, to file initial reports ofownership and reports of changes in ownership with the SEC and theAmerican Stock Exchange. Executive officers, directors and greater thanten percent beneficial owners are required by the SEC to furnish uswith copies of all Section 16(a) forms they file.

Based upon areview of the copies of these forms furnished to us and writtenrepresentations from our executive officers and directors, we believethat during fiscal 2004 all Section 16(a) filing requirementsapplicable to our executive officers, directors and greater than tenpercent beneficial owners were complied with, except that Mr. Abrahamfailed to file Form 4 on a timely basis with respect to a transactionin an account controlled by certain members of his family.

56

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ITEM 11.    EXECUTIVECOMPENSATION

Annual and Long-Term ExecutiveCompensation

The following table sets forth the annual andlong-term compensation paid or accrued by Transpro and its subsidiariesto those persons who were the Chief Executive Officer and the otherfour most highly compensated executive officers at the end of 2004(collectively, the "named executiveofficers"), for services rendered by them in allcapacities in which they served Transpro and its subsidiaries during2002, 2003 and 2004.

Summary CompensationTable:

|                                                   |  |        |      |                        |  |                              |         |                                      |  |                     |         |        |  |        |        |        |  |   |        |        |  |  |
|---------------------------------------------------|--|--------|------|------------------------|--|------------------------------|---------|--------------------------------------|--|---------------------|---------|--------|--|--------|--------|--------|--|---|--------|--------|--|--|
|                                              |  |   |      | AnnualCompensation (a) |  | Long-Term CompensationAwards |
| Name and PrincipalPosition                        |  | Year   |      | Salary ($)             |  | Bonus($)                     |         | SecuritiesUnderlyingOptions/SARs (#) |  | AllOtherComp.($)(b) |
| Charles E.Johnson                                 |  |   | 2004 |                   |  | $                            | 411,154 |                                 |  | $                   | 398,000 |   |  |   | 20,000 |   |  | $ | 5,425  |   |
| Presidentand Chief Executive                      |  |   | 2003 |                   |  | $                            | 391,890 |                                 |  | $                   | 0       |   |  |   | 0      |   |  | $ | 9,817  |   |
|     Officer                   |  |   | 2002 |                   |  | $                            | 381,812 |                                 |  | $                   | 242,000 |   |  |   | 35,000 |   |  | $ | 10,123 |   |
| RichardA.Wisot                                    |  |   | 2004 |                   |  | $                            | 206,192 |                                 |  | $                   | 110,000 |   |  |   | 0      |   |  | $ | 5,123  |   |
| VicePresident, Treasurer, Secretary               |  |   | 2003 |                   |  | $                            | 205,255 |                                 |  | $                   | 0       |   |  |   | 0      |   |  | $ | 6,323  |   |
|     andChief FinancialOfficer |  |   | 2002 |                   |  | $                            | 194,778 |                                 |  | $                   | 60,000  |   |  |   | 15,000 |   |  | $ | 3,069  |   |
| DavidAlbert                                       |  |   | 2004 |                   |  | $                            | 234,331 |                                 |  | $                   | 140,000 |   |  |   | 10,000 |   |  | $ | 28,620 |   |
| ExecutiveVice President —                   |  |   | 2003 |                   |  | $                            | 234,998 |                                 |  | $                   | 0       |   |  |   | 0      |   |  | $ | 10,547 |   |
|     Operations                |  |   | 2002 |                   |  | $                            | 200,858 |                                 |  | $                   | 70,000  |   |  |   | 25,000 |   |  | $ | 27,016 |   |
| JeffreyL.Jackson                                  |  |   | 2004 |                   |  | $                            | 168,077 |                                 |  | $                   | 87,000  |   |  |   | 7,000  |   |  | $ | 3,626  |   |
| VicePresident — Human Resources             |  |   | 2003 |                   |  | $                            | 166,546 |                                 |  | $                   | 0       |   |  |   | 0      |   |  | $ | 3,354  |   |
|     andProcess                |  |   | 2002 |                   |  | $                            | 157,403 |                                 |  | $                   | 53,000  |   |  |   | 26,433 |   |  | $ | 3,028  |   |
| KennethT. Flynn,Jr.                               |  |   | 2004 |                   |  | $                            | 143,285 |                                 |  | $                   | 80,000  |   |  |   | 0      |   |  | $ | 4,191  |   |
| VicePresident and Corporate                       |  |   | 2003 |                   |  | $                            | 142,808 |                                 |  | $                   | 0       |   |  |   | 0      |   |  | $ | 4,569  |   |
|     Controller                |  |   | 2002 |                   |  | $                            | 132,138 |                                 |  | $                   | 27,000  |   |  |   | 10,000 |   |  | $ | 3,859  |   |
|                                                   |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                           |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Theaggregate amount of perquisites and other personal benefits is lessthan the lesser of $50,000 or 10% of the total salary and bonusreported for each indicated named executive officer. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | All Other Compensationincludes for 2002, 2003 and 2004, respectively, (i) contributions madeby Transpro to each named executive officer under its definedcontribution plan in the following amounts: Mr. Johnson — $9,064,$8,638 and $4,100; Mr. Wisot — $2,010, $5,144 and $3,798; Mr.Albert — $2,260, $2,211 and $2,841; Mr. Jackson — $2,752,$3,072 and $3,362; and Mr. Flynn — $2,800, $3,390 and $2,866; and(ii) insurance premiums paid by Transpro in 2002, 2003 and 2004 for thebenefit of the named executive officers in the following amounts: Mr.Johnson — $1,059, $1,179 and $1,325; Mr. Wisot — $1,059,$1,179 and $1,325; Mr. Albert — $1,059, $1,179 and $1,325; Mr.Jackson — $276, $282 and $264; and Mr. Flynn — $1,059,$1,179 and $1,325. Also includes reimbursement of grossed-up movingexpenses in 2002, 2003 and 2004 for Mr. Albert in the amounts of$23,697, $7,157 and $24,454, respectively. |

57

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The following table sets forth the grantsof stock options made during the year ended December 31, 2004 to thenamed executive officers:

|                     |  |                                                |         |                                                        |  |               |         |                |  |                            |         |        |  |        |           |        |  |        |         |        |  |  |
|---------------------|--|------------------------------------------------|---------|--------------------------------------------------------|--|---------------|---------|----------------|--|----------------------------|---------|--------|--|--------|-----------|--------|--|--------|---------|--------|--|--|
| Name                |  | Numberof SecuritiesUnderlyingOptionsGranted(a) |         | % of TotalOptionsGrantedto Employees inFiscalPeriod(b) |  | ExercisePrice |         | ExpirationDate |  | GrantDatePresent Value (c) |
| Charles E.Johnson   |  |                                           | 20,000  |                                                   |  |          | 17.9    | %         |  | $                          | 4.51    |   |  |   | 2/25/2014 |   |  | $      | 57,600  |   |
| RichardA.Wisot      |  |                                           | — |                                                   |  |          | — |           |  |                       | — |   |  |   | —   |   |  |   | — |   |
| DavidAlbert         |  |                                           | 10,000  |                                                   |  |          | 8.9     | %         |  | $                          | 4.51    |   |  |   | 2/25/2014 |   |  | $      | 28,800  |   |
| JeffreyL.Jackson    |  |                                           | 7,000   |                                                   |  |          | 6.3     | %         |  | $                          | 5.25    |   |  |   | 5/06/2014 |   |  | $      | 20,580  |   |
| KennethT. Flynn,Jr. |  |                                           | — |                                                   |  |          | — |           |  |                       | — |   |  |   | —   |   |  |   | — |   |
|                     |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                  |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Alloptions granted are exercisable 25 percent after one year from date ofgrant, 50 percent after two years from date of grant, 75 percent afterthree years from date of grant and 100 percent after four years fromdate ofgrant. |

|     |                                                                                                                  |
|-----|------------------------------------------------------------------------------------------------------------------|
| (b) | Optionsto purchase a total of 112,000 shares of common stock were issued byTranspro to employees in fiscal 2004. |

|     |                                                                                                                                                                                                                                                                                                                            |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c) | Present value calculated using theBlack Scholes model assuming a 4.74% interest rate (the rate oftreasury securities with a maturity date closest to the expected lifeof the options) and 54.8% volatility (calculated based upon theperformance of the common stock from the date of the spin-off throughthe grant date). |

The following table sets forthinformation with respect to unexercised options to purchase Transprocommon stock held by the named executive officers at December 31, 2004.No options to purchase common stock were exercised in 2004 by thesepersons.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEARAND FISCAL YEAR-END OPTIONVALUES

|                     |  |                                                  |         |                                                                 |  |             |        |               |  |   |         |        |  |   |        |        |  |  |
|---------------------|--|--------------------------------------------------|---------|-----------------------------------------------------------------|--|-------------|--------|---------------|--|---|---------|--------|--|---|--------|--------|--|--|
|                |  | Numberof UnexercisedOptions at Fiscal Year-End # |         | Value ofUnexercised in-the-MoneyOptions at FiscalYear-End($)(a) |
| Name                |  | Exercisable                                      |         | Unexercisable                                                   |  | Exercisable |        | Unexercisable |
| CharlesE.Johnson    |  |                                             | 117,500 |                                                            |  |        | 37,500 |          |  | $ | 332,150 |   |  | $ | 44,152 |   |
| RichardA.Wisot      |  |                                             | 26,250  |                                                            |  |        | 13,750 |          |  | $ | 64,725  |   |  | $ | 28,475 |   |
| DavidAlbert         |  |                                             | 31,250  |                                                            |  |        | 28,750 |          |  | $ | 71,375  |   |  | $ | 51,275 |   |
| JeffreyL.Jackson.   |  |                                             | 24,766  |                                                            |  |        | 18,667 |          |  | $ | 63,816  |   |  | $ | 29,818 |   |
| KennethT. Flynn,Jr. |  |                                             | 5,000   |                                                            |  |        | 5,000  |          |  | $ | 6,900   |   |  | $ | 6,900  |   |
|                     |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                          |
|-----|------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Computedbased upon the difference between the closing price of Transpro commonstock on December 31, 2004 ($6.10) and the exercise price. |

Retirement Plan

Each of our named executive officers arecovered by a non-contributory defined benefit cash balance plan. Wecredit an amount, quarterly, to a notional account for each participantunder the plan equal to the sum of (i) each participant's totalcompensation for the quarter (excluding bonus) multiplied by apercentage factor plus (ii) each participant's total compensationfor the quarter (excluding bonus) in excess of a fraction of the SocialSecurity wage base multiplied by a percentage factor. The percentagefactors are determined under the followingtable:

|                   |  |                            |      |                                                             |  |        |   |         |  |  |
|-------------------|--|----------------------------|------|-------------------------------------------------------------|--|--------|---|---------|--|--|
| Yearsof Service   |  | Credit Accountwith% of Pay |      | Plus % of Pay Above1/12 of SocialSecurity Taxable Wage Base |
| Less than 10years |  |                       | 2.25 | %                                                      |  |   | 2 | %  |
| 10 to20 years     |  |                       | 3.00 | %                                                      |  |   | 2 | %  |
| 20or moreyears    |  |                       | 4.00 | %                                                      |  |   | 2 | %  |
|                   |

Eachyear of employment until each participant's normal retirementdate (age 65), the notional account balances will be credited quarterlywith interest equal to the average of the one-year Treasury bill rateon the first day of October, November and December of the previouscalendar year multiplied by his or her account balance at the beginningof the quarter. Upon retirement, the 

58

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notional account balance will be paid in theform of a lump sum payment or converted to an annuity to providemonthly benefit payments. Upon normal retirement at age 65, Messrs.Johnson, Wisot, Albert, Jackson, and Flynn's estimated annualpension benefits under the cash balance plan are $7,048, $6,973,$8,966, $12,971 and $7,579, respectively.

Employment,Termination of Employment and Change of Control Arrangements

Charles E. Johnson

Effective March 12, 2001, theCompany entered into an employment agreement with Charles E. Johnson,our President and Chief Executive Officer. The agreement has a two-yearterm with automatic one-year extensions upon each anniversary date ofthe agreement unless either party gives at least 90 days' noticeto the contrary. The employment agreement can be terminated by Transprofor "serious cause" (as defined in theemployment agreement) or in the event Mr. Johnson becomes disabled, andMr. Johnson can terminate the agreement for "goodreason" (as defined in the agreement). The employmentagreement provides annual pension benefits, supplemental to the annualbenefits paid under our retirement plans, in an amount determined inaccordance with the applicable Transpro retirement plan, without givingeffect to limits imposed by the Internal Revenue Code and regulationsof the IRS on the amount of benefits payable or compensation that maybe used in determining benefits that may be paid to an individual undera Federal income tax qualified plan. As of December 31, 2004, ouraccrued obligation to Mr. Johnson with respect to his supplementalpension benefit was $25,086. The employment agreement also provides foran annual salary of $360,000 and a bonus of up to 150% of basesalary determined based upon performance targets set annually by theBoard. Mr. Johnson's annual base salary was increased in March2002, 2003, 2004 and 2005 to $374,400, $395,000, $415,000 and $440,000,respectively. In addition, under the agreement, in March 2001 Mr.Johnson received options to purchase 60,000 shares of common stockunder our 1995 Stock Plan exercisable one third after one year fromdate of grant, two-thirds after two years from date of grant and 100percent after three years from date of grant. In June 2001, Mr. Johnsonreceived options to purchase an additional 40,000 shares that areexercisable 50% after March 12, 2002 and 100% after March12, 2003. The Company also agreed to pay Mr. Johnson's reasonablerelocation expenses.

Mr. Johnson's employment agreementcontains additional provisions which provide that, in the event theCompany terminates Mr. Johnson's employment other than for"serious cause" or his disability, death orretirement, or if Mr. Johnson terminates his employment for"good reason," the Company would pay him anamount equal to his salary for one year and would provide his life,disability, accident, medical and hospitalization insurance benefitsduring a period of one year after termination. In addition, the Companywould pay Mr. Johnson accrued vacation pay and all other amounts towhich he is entitled under the agreement prior to termination.

On October 28, 2004, the Company entered into an amendment to itsemployment agreement with Mr. Johnson. The amendment alters andincreases the amounts payable in the event Mr. Johnson'semployment is terminated after a change in control transaction andmakes certain other changes. Specifically, upon termination within twoyears after a change of control transaction is presented to our boardof directors (formerly within oneyear):

|              |                                                                                                                                                                                                                  |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Mr. Johnson's severancepayment is increased from (i) 18 months base salary plus next yeartargeted bonus to (ii) 2.99 times his base amount (as that term isdefined in Section 280G of the Internal RevenueCode). |

|              |                                                                                                                                                                                                  |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Life, long-term disability, andmedical, dental and vision insurance coverage and automobile allowanceto be provided for three years following termination (formerly to beprovided for one year). |

|              |                                                             |
|--------------|-------------------------------------------------------------|
| •  | Immediatevesting of all stock options and restricted stock. |

The change ofcontrol provisions of Mr. Johnson's agreement were amended to cappayments such that Transpro will not have to pay excise tax under theprovisions of Section 4999 of the Internal Revenue Code.

59

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Severance Agreements

Messrs. Wisot, Albert, Jackson and Flynn entered into severanceagreements with the Company. Pursuant to their respective severanceagreements, if the officer lost his current position (except fortermination for "cause" as defined in eachseverance agreement), or if during the term thereof should there be amaterial change in ownership, or the sale of a portion of the business,which results in his not having a position similar to his currentposition including similar pay and benefits then his base salary willcontinue to be paid until he either secures other full-time employment,or for one year, whichever occurs first.

If the Modineaftermarket merger is completed, the Company will issue 52% ofits voting stock, calculated on a fully-diluted basis giving effect tothe merger, to Modine shareholders. As a result, the Modine merger mayconstitute a change-in-control under employment or severanceagreements, equity rights or other arrangements, including thosedescribed in this section of the Report, to which the Company andcertain of its executive officers are parties. The Company'sproxy statement relating to the merger will describe these matters andany other interests in the merger which directors or executive officersmay have that are in addition to or different from interests ofshareholders generally.

Compensation of Directors

TheChairman of the Board of Directors is paid an annual retainer of$48,000 per year for his services as Chairman and $1,000 for eachmeeting of the Board of Directors attended. The Chairman does notreceive any additional compensation for committee participation. Allother nonemployee directors are paid $16,000 per year for theirservices as a director and $1,000 for each meeting of the Board ofDirectors attended. Each nonemployee member of the Audit Committee andNominating, Governance and Compensation Committee is paid $2,000 peryear for his or her service as a member ($4,000 if Chairman of thecommittee), and each committee member is paid $500 for each meeting ofa committee attended. Directors are not paid fees for actions byunanimous written consent but are compensated for participation intelephonic meetings. Each director and committee member is reimbursedfor travel and related expenses incurred in attending meetings.

Under our 1995 Nonemployee Directors Stock Option Plan, the Chairmanand each nonemployee director are automatically entitled to a grant ofoptions to purchase 3,200 and 1,500 shares of common stock,respectively, on an annual basis, on the first Friday following ourannual meeting of stockholders. However, as there were insufficientshares remaining available for grant pursuant to the Directors Plan, nooption grants were made to directors in 2004.

We maintain amatching gift program for the benefit of our directors. Pursuant to thematching gift program, in 2004, we matched gifts to charitableorganizations made by the directors in amounts up to $2,500 for eachdirector.

We are party to an employment agreement with CharlesE. Johnson, our President and Chief Executive Officer, and a director.For a description of the terms of this agreement, see"Executive Compensation — Employment, Termination ofEmployment and Change of Control Arrangements."

Compensation Committee Interlocks and Insider Participation

Our Nominating, Governance and Compensation Committee currentlyconsists of three non-employee directors — Messrs. Lederer,Abraham and Banducci. Under our 1995 Nonemployee Directors Stock OptionPlan, the Chairman and each nonemployee director, including members ofthe Nominating, Governance and Compensation Committee, areautomatically entitled to a grant of options to purchase 3,200 and1,500 shares of common stock, respectively, on an annual basis, on thefirst Friday following our annual meeting of stockholders. However, asthere were insufficient shares remaining available for grant pursuantto the Directors Plan, no option grants were made to directors in2004.

We have from time to time retained the law firm of Foley& Lardner to perform legal services on our behalf. Payments made byus to Foley & Lardner in 2004 were approximately $164,000. Mr.Abraham is a partner at Foley &Lardner.

60

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|               |                                                                                               |
|---------------|-----------------------------------------------------------------------------------------------|
| Item12.  | Security Ownership of Certain Beneficial Ownersand Management and Related Stockholder Matters |

PrincipalStockholders

The following tables set forth information as ofMarch 1, 2005 with respect to the only persons known to us to be thebeneficial owners (for purposes of the rules of the SEC) of more than5% of the outstanding shares of our common stock as of thatdate.

|                                                                                                                                 |  |                                          |           |           |  |        |      |         |  |  |
|---------------------------------------------------------------------------------------------------------------------------------|--|------------------------------------------|-----------|-----------|--|--------|------|---------|--|--|
| Nameand Address of Beneficial Owners                                                                                            |  | Amount and Nature ofBeneficial Ownership |           | % ofClass |
| Gabelli Funds, LLCGAMCO Investors,Inc.MJG Associates, Inc.Gabelli Advisers, Inc.OneCorporate CenterRye, NY10580                 |  |                                     | 1,207,467 | (a)  |  |   | 17.0 | %  |
|                                                                                                                            |  |
| Towle& Co.12855 Flushing Meadow DriveSt. Louis, MO63131                                                                     |  |                                     | 613,600   | (b)  |  |   | 8.6  | %  |
|                                                                                                                            |  |
| DimensionalFund Advisors Inc.1299 Ocean Avenue, 11thFloorSanta Monica, CA90401                                                  |  |                                     | 607,100   | (c)  |  |   | 8.5  | %  |
|                                                                                                                            |  |
| PaulS. Wilhide2121 North Fielder RoadArlington, TX76012                                                                         |  |                                     | 497,413   | (d)  |  |   | 7.0  | %  |
|                                                                                                                            |  |
| IronwoodCapital Management, LLCWarren J. IsabelleRichard L.DrosterDonald Collins21 Custom House StreetBoston, MA02110           |  |                                     | 493,975   | (e)  |  |   | 7.0  | %  |
|                                                                                                                            |  |
| AthenaCapital Management, Inc.Minerva Group, LPDavid P. Cohen4Tower Bridge, #222200 Barr Harbor DriveWest Conshohocken, PA19428 |  |                                     | 453,400   | (f)  |  |   | 6.4  | %  |
|                                                                                                                            |  |
| CarlW. Dinger IIIP.O Box 150Green Village, NJ07935                                                                              |  |                                     | 373,900   | (g)  |  |   | 5.3  | %  |
|                                                                                                                                 |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a) | Thisfigure is based on information set forth in a Schedule 13D AmendmentNo. 18 filed with the SEC on February 4, 2005. GAMCO Investors, Inc.("GAMCO") holds sole voting and dispositivepower over 656,167 shares of common stock. Gabelli Funds, LLC holdssole voting and dispositive power over an aggregate of 399,300 sharesof common stock. MJG Associates, Inc. ("MJG")holds sole voting and dispositive power over 6,000 shares of commonstock. Gabelli Advisers, Inc. holds sole voting and dispositive powerover 146,000 shares of common stock. Mario J. Gabelli is the chiefinvestment officer of each of the reporting persons and is the soleshareholder of MJG. |

|     |                                                                                                                                                                                                                                 |
|-----|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | Thisfigure is based on information set forth in a Schedule 13D filed withthe SEC on April 6, 2004. Towle & Co. holds sole voting anddispositive power over 192,400 shares, and shared dispositive powerover 421,200 shares. |

61

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|     |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (c) | Thisfigure is based on information set forth in a Schedule 13G AmendmentNo. 1 filed with the SEC on February 9, 2005. Dimensional Fund AdvisorsInc. holds sole voting and dispositive power over the indicated shares,and acts as an investment advisor or manager to various investmentcompanies, trusts and accounts that own the shares. Dimensional FundAdvisors Inc. disclaims beneficial ownership of the indicatedshares. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (d) | This figure isbased on information set forth in a Schedule 13G filed with the SEC onDecember 9, 2002. Mr. Wilhide holds sole voting and dispositive powerover all of the indicated shares. Mr. Wilhide also holds 12,781 sharesof Transpro's Series B Convertible Redeemable Preferred Stock.Mr. Wilhide's Series B preferred stock is convertible into commonstock on a ratio based on the prevailing market price of Transprocommon stock; provided that the aggregate Transpro common stock issuedupon all Series B preferred stock conversions shall not exceed7% of the outstanding common stock of Transpro after givingeffect to the conversions. In December 2001, Mr. Wilhide converted11,080 shares of Series B preferred stock into 373,279 shares ofTranspro common stock and in November 2002, Mr. Wilhide converted anadditional 6,139 shares of Series B preferred stock into 124,134 sharesof Transpro common stock. |

|     |                                                                                                                                                                                                                                              |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (e) | This figure is based oninformation set forth in a Schedule 13G filed with the SEC on February10, 2005. Each of the listed parties holds shared voting power over273,475 shares and shared dispositive power over all of the indicatedshares. |

|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (f) | This figure isbased on information set forth in a Schedule 13G Amendment No. 1 filedwith the SEC on February 10, 2005. Athena Capital Management, Inc.holds shared voting and dispositive power over 238,400 shares andMinerva Group, LP holds sole voting and dispositive power over 210,000shares. David P. Cohen has sole voting and dispositive power over 5,000shares and is deemed to have beneficial ownership of all of theindicated shares. |

|     |                                                                                                                                                                                                                                                                          |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (g) | Thisfigure is based on information set forth in a Schedule 13D filed withthe SEC on May 10, 2004. Carl W. Dinger III holds sole voting anddispositive power over all of the indicated shares, 22,900 of which areheld in three trusts of which Mr. Dinger is co-trustee. |

62

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Directors and Officers

Thefollowing table sets forth information as of March 1, 2005, withrespect to shares of our common stock beneficially owned (for purposesof the rules of the SEC) by each director and each executive officernamed in the Summary Compensation Table above and by all directors andcurrent executive officers as a group, except that the information withrespect to shares held by the trustee under Transpro's 401(k)Savings Plan is as of December 31, 2004 (the most recent practicabledate for such information). Beneficial ownership includes shares thatmay be obtained within 60 days through the exercise of stockoptions.

|                                                            |  |                                          |          |            |  |        |     |         |  |  |
|------------------------------------------------------------|--|------------------------------------------|----------|------------|--|--------|-----|---------|--|--|
| Nameof Beneficial Owner                                    |  | Amount and Nature of BeneficialOwnership |          | % of Class |
| Barry R.Banducci                                           |  |                                     | 153,975  | (a)   |  |   | 2.2 | %  |
| CharlesE.Johnson                                           |  |                                     | 202,130  | (b)   |  |   | 2.8 | %  |
| WilliamJ. Abraham,Jr.                                      |  |                                     | 69,338(c | )(d)  |  |   | 1.0 | %  |
| PhilipWm.Colburn                                           |  |                                     | 38,313   | (c)   |  |   |     | *  |
| PaulR.Lederer                                              |  |                                     | 15,875(c | )(e)  |  |   |     | *  |
| SharonM. Oster                                             |  |                                     | 20,736   | (c)   |  |   |     | *  |
| F.AlanSmith                                                |  |                                     | 27,875   | (c)   |  |   |     | *  |
| DavidAlbert                                                |  |                                     | 47,825   | (f)   |  |   |     | *  |
| KennethT. Flynn,Jr.                                        |  |                                     | 5,000    | (g)   |  |   |     | *  |
| Jeffrey L.Jackson                                          |  |                                     | 65,740   | (h)   |  |   |     | *  |
| RichardA. Wisot                                            |  |                                     | 37,250   | (i)   |  |   |     | *  |
| Alldirectors and executive officers as a group (11persons) |  |                                     | 684,057  | (j)   |  |   | 9.2 | %  |
|                                                            |

|  |
|--|
|  |  |
|  |

|   |             |
|---|-------------|
| * | Lessthan 1% |

|     |                                                                                                                     |
|-----|---------------------------------------------------------------------------------------------------------------------|
| (a) | Includes 26,800shares issuable upon exercise of options. Also includes 53,000 sharesheld by The Banducci FamilyLLC. |

|     |                                                                                                                                            |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------|
| (b) | Includes 15,180 shares held bythe trustee under the Transpro, Inc. 401(k) Savings Plan and 122,500shares issuable upon exercise ofoptions. |

|     |                                                         |
|-----|---------------------------------------------------------|
| (c) | Includes 12,875 sharesissuable upon exercise ofoptions. |

|     |                                                           |
|-----|-----------------------------------------------------------|
| (d) | Includes 13,100 shares heldin Mr. Abraham's Keoghaccount. |

|     |                                                                  |
|-----|------------------------------------------------------------------|
| (e) | Includes 3,000 shares heldby the Paul R. Lederer RevocableTrust. |

|     |                                                                                                                                           |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------|
| (f) | Includes 11,575 shares held bythe trustee under the Transpro, Inc. 401(k) Savings Plan and 33,750shares issuable upon exercise ofoptions. |

|     |                                                      |
|-----|------------------------------------------------------|
| (g) | Consists of shares issuableupon exercise of options. |

|     |                                                                                                                                           |
|-----|-------------------------------------------------------------------------------------------------------------------------------------------|
| (h) | Includes33,581 shares held by the trustee under the Transpro, Inc. 401(k)Savings Plan and 28,933 shares issuable upon exercise ofoptions. |

|     |                                                         |
|-----|---------------------------------------------------------|
| (i) | Includes 26,250 sharesissuable upon exercise ofoptions. |

|     |                                                                                                                                                                                                                                                                 |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (j) | Consists of 316,113 sharesowned by or on behalf of directors and executive officers; 60,336shares held on behalf of certain executive officers by the trusteeunder the Transpro, Inc. 401(k) Savings Plan; and 307,608 sharesissuable upon exercise of options. |

63

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Equity Compensation Plan Information

The following table sets forth information concerning our equitycompensation plans as of December 31, 2004:

|                                                          |  |                                                                                           |         |                                                                                |  |                                                                                                                                    |         |        |  |        |        |        |  |  |
|----------------------------------------------------------|--|-------------------------------------------------------------------------------------------|---------|--------------------------------------------------------------------------------|--|------------------------------------------------------------------------------------------------------------------------------------|---------|--------|--|--------|--------|--------|--|--|
| PlanCategory                                             |  | Number of securities to be issued uponexercise of outstanding options, warrants andrights |         | Weighted-average exercise price ofoutstanding options, warrants and rights ($) |  | Numberof securities remaining available for issuance underequity compensation plans (excluding securitiesreflected in left column) |
| Equity compensationplans approved by security holders:   |  |
| 1995 StockPlan                                           |  |                                                                                      | 544,359 |                                                                           |  | $                                                                                                                                  | 4.00    |   |  |   | 20,004 |   |
| Directors'Plan                                           |  |                                                                                      | 99,200  |                                                                           |  | $                                                                                                                                  | 7.50    |   |  |   | 800    |   |
|                                                     |  |
| Equitycompensation plans not approved by securityholders |  |                                                                                      | 0       |                                                                           |  |                                                                                                                               | — |   |  |   | 0      |   |
| Total                                                    |  |                                                                                      | 643,559 |                                                                           |  | $                                                                                                                                  | 4.54    |   |  |   | 20,804 |   |
|                                                          |

Changesin Control

On January 31, 2005, Transpro entered into a mergeragreement and a contribution agreement providing for the merger ofModine Manufacturing Company's aftermarket business intoTranspro. Pursuant to the terms of the merger agreement andcontribution agreement, Modine will spin off its aftermarket businesson a debt-free basis to its shareholders, and the resulting companywill immediately merge into Transpro. Each step of the transaction isexpected to be tax-free to the shareholders of both companies.Following the merger, Transpro's current shareholders will own48% of the Company's shares, and Modine'sshareholders will own 52% of Transpro's shares. Inaddition, as provided in the Company's 1995 Stock Plan, theconsummation of the Merger will result in the accelerated vesting ofall stock options outstanding at the time of the merger.

CharlesE. Johnson, currently CEO of Transpro, will remain as CEO and continueto serve on the Board of Directors. Additionally, it is contemplatedthat Transpro's Board of Directors will consist of twoindependent directors from Modine's Board and two Modine seniorexecutives, as well as five independent directors from Transpro'sBoard. One of Transpro's current outside directors will serve asChairman of the Board.

The merger is subject to Transproshareholder and regulatory approvals and other customaryconditions.

Item 13.    Certain Relationships and RelatedTransactions

We have from time to time retained the law firm ofFoley & Lardner to perform legal services on our behalf. Paymentsmade by us to Foley & Lardner in 2004 were approximately $164,000.William J. Abraham, one of our directors, is a partner at Foley &Lardner.

Item 14.    Principal Accountant Fees andServices

Effective September 24, 2004, the Audit Committee ofour Board of Directors selected and engaged BDO Seidman, LLP as ourindependent registered public accounting firm for the fiscal yearending December 31, 2004. BDO Seidman, LLP replacedPricewaterhouseCoopers LLP as our independent registered publicaccounting firm. PricewaterhouseCoopers LLP had been dismissed as ourindependent registered public accounting firm on August 20, 2004.

Audit Fees

Aggregate fees billed by BDO Seidman, LLP forprofessional services rendered for the audit of our annual consolidatedfinancial statements included in the annual report on Form 10-K and thereview of 

64

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interim consolidated financial statementsincluded in the quarterly report on Form 10-Q for the quarter and ninemonths ended September 30, 2004 and the review and audit of theapplication of new accounting pronouncements and SEC releases were$340,000 for the year ended December 31, 2004.

Aggregate feesbilled by PricewaterhouseCoopers LLP for professional services renderedfor the review of interim consolidated financial statements included inquarterly reports on Form 10-Q and the review of the application of newaccounting pronouncements and SEC releases were $157,118 and $394,973for the years ended December 31, 2004 and 2003, respectively.

Audit-Related Fees

Aggregate fees billed by BDO Seidman,LLP for assurance and related services that are reasonably related tothe performance of the audit or review of our financial statements andthat are not disclosed under "Audit Fees"above were $18,500 for the year ended December 31, 2004. These auditrelated services include primarily audit work in connection withacquisitions and consultations concerning Section 404 of Sarbanes-OxleyAct.

Aggregate fees billed by PricewaterhouseCoopers LLP forassurance and related services that are reasonably related to theperformance of the audit or review of our financial statements and thatare not disclosed under "Audit Fees" abovewere $58,359 and $56,120 for the years ended December 31, 2004 and2003, respectively. These audit related services include primarilyaudits of the Company's employee benefit plans and audit work inconnection with acquisitions.

Tax Fees

Aggregate feesbilled by BDO Seidman, LLP for professional services rendered toTranspro for tax compliance, tax advice and tax planning were $2,426for the year ended December 31, 2004. These tax related servicesinclude primarily tax compliance, tax planning and advice.

Aggregate fees billed by PricewaterhouseCoopers LLP for professionalservices rendered to Transpro for tax compliance, tax advice and taxplanning were $19,448 and $26,320 for the years ended December 31, 2004and 2003, respectively. These tax related services include primarilytax compliance, tax planning and advice, and assistance with taxappeals.

All Other Fees

Aggregate fees billed by BDOSeidman, LLP for all other products and services provided to Transprowere zero for the year ended December 31, 2004.

Aggregate feesbilled by PricewaterhouseCoopers LLP for all other products andservices provided to Transpro were $1,515 and $1,400 for the yearsended December 31, 2004 and 2003, respectively. These fees were foraccounting research software license fees.

Audit CommitteePre-Approval Policy

Pursuant to its charter, the AuditCommittee is responsible for selection, approving compensation andoverseeing the independence, qualifications and performance of theindependent accountants. The Audit Committee has adopted a pre-approvalpolicy pursuant to which certain permissible audit and non-auditservices may be provided by the independent accountants. Pre-approvalis generally provided for up to one year, is detailed as to theparticular service or category of services and may be subject to aspecific budget. The Audit Committee may also pre-approve particularservices on a case-by-case basis. In assessing requests for services bythe independent accountants, the Audit Committee considers whether suchservices are consistent with the auditor's independence; whetherthe independent accountants are likely to provide the most effectiveand efficient service based upon their familiarity with the company;and whether the service could enhance our ability to manage or controlrisk or improve audit quality.

Notwithstanding the pre-approvalpolicy, all of the audit-related, tax and other services provided byBDO Seidman, LLP and PricewaterhouseCoopers LLP in fiscal year 2004 and2003 and related fees were approved in advance by the AuditCommittee.

65

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PART IV

Item 15.    Exhibitsand Financial Statement Schedules

(a) (1) FinancialStatements of the Registrant

See Consolidated FinancialStatements under Item 8 of this Report.

(a) (2) FinancialStatement Schedules

See Schedule II — Valuation andQualifying Accounts under Item 8 of this Report.

Schedules otherthan the schedule listed above are omitted because they are notapplicable, or because the information is furnished elsewhere in theConsolidated Financial Statements or the Notes thereto.

(a) (3) Exhibits

The information required by this Itemrelating to Exhibits to this Report is included in the Exhibit Index in(b) below.

(b) Exhibits — The following exhibitsare 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 StantCorporation.(10)                                                                                                                        |
| 2.4      |  | Agreementand Plan of Merger, dated as of January 31, 2005, among ModineManufacturing Company, Modine Aftermarket Holdings, Inc. andTranspro.(11)                                                                                                                                               |
| 2.5      |  | ContributionAgreement, dated as of January 31, 2005, among Modine AftermarketHoldings, Inc., Modine Manufacturing Company, Modine, Inc. andTranspro.(11)                                                                                                                                       |
| 2.6      |  | OEM AcquisitionAgreement, dated as of January 31, 2005, between Modine ManufacturingCompany andTranspro.(11)                                                                                                                                                                                   |
| 2.7      |  | Amendment toOEM Acquisition Agreement, dated as of March 1, 2005, between ModineManufacturing Company andTranspro.(12)                                                                                                                                                                         |
| 3.1 (i)  |  | RestatedCertificate 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)                                                                                                                                                                                                           |
| 4.8      |  | SixthAmendment to Loan and 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)                                                                                                                                                                                                          |
| 4.12     |  | TenthAmendment to Loan and Security Agreement with Congress FinancialCorporation.(13)                                                                                                                                                                                                          |
| 4.13     |  | EleventhAmendment to Loan and Security Agreement with Congress FinancialCorporation.(12)                                                                                                                                                                                                       |
|          |

66

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|       |  |                                                                                                           |  |  |  |  |
|-------|--|-----------------------------------------------------------------------------------------------------------|--|--|--|--|
| 4.14  |  | AmendmentNo. 2 to Rights Agreement between the Company and American StockTransfer & TrustCompany.(15) |
| 10.1  |  | Transpro, Inc.1995 Stock Plan.(1)                                                                         |
| 10.2  |  | Form ofStock Option Agreement under the 1995 StockPlan.(1)                                                |
| 10.3  |  | Form of Transpro,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  |  | LetterAgreement, dated December 15, 1992 between Jeffrey J. Jackson andGO/DANIndustries.(1)               |
| 10.10 |  | EmploymentAgreement between the Company and Charles E.Johnson.(5)                                         |
| 10.11 |  | Amendment No. 1to Employment Agreement between the Company and Charles E. Johnson..(14)                   |
| 21.1  |  | Subsidiaries of theCompany.                                                                               |
| 23.1  |  | Consent of BDO Seidman,LLP.                                                                               |
| 23.2  |  | Consent of PricewaterhouseCoopersLLP.                                                                     |
| 24    |  | Powers of Attorney (included onsignature page).                                                           |
| 31.1  |  | Certification of CEOin accordance 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) | Incorporated by reference to theCompany's Form 10-Q for the quarter ended September 30,1998. |

|     |                                                                       |
|-----|-----------------------------------------------------------------------|
| (3) | Incorporated byreference to the Company's Form 8-K filed May 2, 2000. |

|     |                                                           |
|-----|-----------------------------------------------------------|
| (4) | Incorporated by reference to theCompany's 2000 Form 10-K. |

|     |                                                                                          |
|-----|------------------------------------------------------------------------------------------|
| (5) | Incorporated by reference to theCompany's Form 10-Q for the quarter ended June 30, 2001. |

|     |                                                                                              |
|-----|----------------------------------------------------------------------------------------------|
| (6) | Incorporated by reference to theCompany's Form 10-Q for the quarter ended September 30,2001. |

|     |                                                           |
|-----|-----------------------------------------------------------|
| (7) | Incorporated byreference to the Company's 2001 Form 10-K. |

|     |                                                                              |
|-----|------------------------------------------------------------------------------|
| (8) | Incorporated by reference to theCompany's Form 8-K filed September 20, 2002. |

|     |                                                                             |
|-----|-----------------------------------------------------------------------------|
| (9) | Incorporated by reference to theCompany's Form 8-K filed November 22, 2002. |

|      |                                                                             |
|------|-----------------------------------------------------------------------------|
| (10) | Incorporated by reference to theCompany's Form 8-K filed December 27, 2002. |

|      |                                                                            |
|------|----------------------------------------------------------------------------|
| (11) | Incorporated by reference to theCompany's Form 8-K filed February 1, 2005. |

|      |                                                                         |
|------|-------------------------------------------------------------------------|
| (12) | Incorporated by reference to theCompany's Form 8-K filed March 7, 2005. |

|      |                                                                             |
|------|-----------------------------------------------------------------------------|
| (13) | Incorporated by reference to theCompany's Form 8-K filed November 19, 2004. |

|      |                                                                            |
|------|----------------------------------------------------------------------------|
| (14) | Incorporated by reference to theCompany's Form 8-K filed November 3, 2004. |

|      |                                                                                                            |
|------|------------------------------------------------------------------------------------------------------------|
| (15) | Incorporated by reference to theCompany's Form 10-Q/A Amendment No, 2 for the quarter ended March31, 2004. |

67

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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 28,2005

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 28,2005 |
|                                                                                                                       |
| William J.Abraham, Jr., Director                                                                                      |
|                                                                                                                       |
| /s/ BARRY R. BANDUCCI                                                                                                 |  |      |  | March 28,2005 |
|                                                                                                                       |
| BarryR. Banducci, Director                                                                                            |
|                                                                                                                       |
| /s/ PHILIP WM.COLBURN                                                                                                 |  |      |  | March 28,2005 |
|                                                                                                                       |
| Philip Wm. Colburn,Director                                                                                           |
|                                                                                                                       |
| /s/ CHARLES E.JOHNSON                                                                                                 |  |      |  | March 28,2005 |
|                                                                                                                       |
| Charles E. Johnson, President,ChiefExecutive Officer andDirector                                                      |
|                                                                                                                       |
| /s/ PAUL R. LEDERER                                                                                                   |  |      |  | March 28,2005 |
|                                                                                                                       |
| Paul R.Lederer, Director                                                                                              |
|                                                                                                                       |
| /s/ SHARON M. OSTER                                                                                                   |  |      |  | March 28,2005 |
|                                                                                                                       |
| SharonM. Oster, Director                                                                                              |
|                                                                                                                       |
| /s/ F. ALAN SMITH                                                                                                     |  |      |  | March 28,2005 |
|                                                                                                                       |
| F. AlanSmith, Director                                                                                                |
|                                                                                                                       |
| /s/ RICHARD A.WISOT                                                                                                   |  |      |  | March 28,2005 |
|                                                                                                                       |
| Richard A. WisotVice President,Treasurer,Secretary and Chief Financial OfficerPrincipalFinancial andAccountingOfficer |
|                                                                                                                       |

68

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