YORK INTERNATIONAL CORP /DE/ - 10-K Annual Report

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000
COMMISSION FILE NUMBER: 1-10863

YORK INTERNATIONAL CORPORATION
(EXACT NAME OF THE REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE 13-3473472
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NO.)

631 SOUTH RICHLAND AVENUE, YORK, PA 17403
(717) 771-7890
(ADDRESS AND TELEPHONE NUMBER OF PRINCIPAL EXECUTIVE OFFICES)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

NAME OF EACH EXCHANGE
TITLE OF EACH CLASS ON WHICH REGISTERED
------------------- -------------------

COMMON STOCK, $.005 PAR VALUE PER SHARE NEW YORK STOCK EXCHANGE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE

Indicate by check mark whether registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months, and (2) has been subject to such filing requirements
for the past 90 days.
YES X NO
----- -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

[ ]

As of March 28, 2001, there were 38,410,169 shares of the registrant's Common
Stock outstanding, and the aggregate market value of the Common Stock held by
non-affiliates was $1,045,716,313 based on the closing price of the Common Stock
on the New York Stock Exchange Composite Transactions of such date. (Only
officers and directors of the registrant are assumed to be affiliates for
purposes of this calculation.)

DOCUMENTS INCORPORATED BY REFERENCE

The Registrant's Annual Financial Statements and Review of Operations to
Stockholders for the year ended December 31, 2000 is incorporated herein by
reference into Parts II and IV.

Exhibit Index is located on pages 25 to 29.

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YORK INTERNATIONAL CORPORATION

FORM 10-K

YEAR ENDED DECEMBER 31, 2000

INDEX

PART 1

ITEM
NUMBER PAGE
------ ----

1. Business. 1

2. Properties. 14

3. Legal Proceedings. 15

4. Submission of Matters to a Vote of Security Holders. 15

PART II

5. Market for Registrant's Common Equity
and Related Stockholder Matters. 15

6. Selected Financial Data. 15

7. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 15

7a. Quantitative and Qualitative Disclosure about Market Risk. 16

8. Financial Statements and Supplementary Data. 16

9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure. 16

PART III

10. Directors and Executive Officers of the Registrant. 16

11. Executive Compensation. 16

12. Security Ownership of Certain Beneficial Owners and Management. 16

13. Certain Relationships and Related Transactions. 16

PART IV

14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. 17

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PART I

ITEM 1. BUSINESS.

GENERAL

York International Corporation (the Company) is a full-line, global designer and
manufacturer of heating, ventilating, air conditioning and refrigeration
(HVAC&R) products. The Company believes it is the third largest manufacturer and
marketer of such products in the United States and one of the leading companies
in the HVAC&R industry internationally. The Company's air conditioning systems
range from a one ton* unit for a small residence to the 59,000 ton system
installed in the New York World Trade Center. In 2000, the Company's products
were sold in over 125 countries through over 1,000 sales and distribution
facilities and are in use in such diverse locations as the Kuala Lumpur City
Centre in Malaysia, the British Houses of Parliament, the Tokyo World Trade
Center, the Pentagon, NASA's Vehicle Assembly Building at Cape Canaveral, NASA's
Johnson Space Center, the Los Angeles International Airport, the Jeddah Airport,
the Overseas Union Bank Centre in Singapore, the Sydney Opera House, the
Atlantic City Convention Center, the English Channel Eurotunnel, the Hong Kong
Convention and Exhibition Centre and the Lantau Airport Railway in Hong Kong.

The Company was founded in 1874 in York, Pennsylvania. From 1956 until 1986 the
Company was a part of Borg-Warner Corporation (Borg-Warner). In 1986, it was
spun off to Borg-Warner shareholders and became an independent, publicly held
company. In 1988, the Company was purchased in a leveraged buyout by a
corporation organized by affiliates of Citicorp Investments, Inc. (CII) and two
investors. In October 1991, the Company completed an initial public offering of
its Common Stock, and in 1992, CII and the other non-management investors sold
their remaining shares in a public offering. In 1999, the Company expanded its
refrigeration business by acquiring all of the outstanding capital stock of
Sabroe A/S, a Danish company. This acquisition established the York
Refrigeration Group as the world leader in supplying industrial refrigeration
systems and products.

Headquartered in York, Pennsylvania, the Company has manufacturing facilities in
12 states and 13 foreign countries. As of December 31, 2000, the Company
employed approximately 24,600 people worldwide.

Unless the context otherwise requires, the terms "Company" and "York" refer to
the Company and its consolidated subsidiaries. The Company's principal executive
offices are located at 631 South Richland Avenue, York, Pennsylvania 17403, and
its telephone number is (717) 771-7890.

STRATEGY

The Company's strategy is to focus on the global air conditioning and
refrigeration equipment markets, refrigeration contracting, and the worldwide
service, repair and replacement markets. The Company has grown, and expects to
continue to grow, through expansion of its current service business, product
development, acquisition of businesses, establishment of joint ventures and
licensing of technology in the HVAC&R industry.

The Company intends to continue its strategy of increasing its market share by
developing its product range to offer a complete line of environmentally
acceptable and energy efficient products. The Company seeks to take advantage of
regulatory changes by developing products that comply with tightening
environmental and energy efficiency requirements and regulations before they
become effective. The Company has implemented its environmental strategy by
developing

- --------
* The cooling capacity of air conditioning units is measured in tons. One ton of
cooling capacity is equivalent to 12,000 BTUs and is generally adequate to air
condition approximately 500 square feet of residential space.

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product lines that utilize its screw, centrifugal, reciprocating, hermetic,
scroll and inertia compressor technology employing HCFC-123, HCFC-22, R-407C,
R-410A, R-404A, R-507, R-717 (ammonia) and HFC-134a as a refrigerant. The screw
and centrifugal compressors utilize designs which separate the refrigerant from
the motor housing. See Environmental Matters discussion below. The Company has
increased the overall efficiency of its product offerings by employing
internally developed advanced heat transfer and compressor technology and
introducing large air conditioning systems that utilize advanced thermal storage
and absorption technologies.

The Company is also seeking to expand into new markets. The Company intends to
expand sales of its equipment throughout the international markets by enhancing
its product lines and expanding its distribution capabilities. In addition, the
Company intends to strategically expand its service business internationally.

The Company also focuses on controlling manufacturing and operating expenses and
thus improving its operating margins by redesigning products, acquiring more
efficient manufacturing equipment and processes and reducing costs not directly
associated with the manufacturing process. In addition, the Company has a
continuous planning process to enable it to carefully monitor the amount of
capital used in its business and to reposition its business units in light of
changing conditions throughout the year. The Company believes that its
management stock ownership plans and management incentive compensation plans,
which reward the management team of each operating unit for achieving the
planned objectives of that unit, will be key elements in implementing its
strategies and contributing to meeting financial objectives.

PRODUCTS AND MARKETS

All of the Company's products are in the heating, ventilating, air conditioning
and refrigeration (HVAC&R) industry, and the Company operates solely in this
industry. Within HVAC&R, the Company's products fall into four general
categories. Engineered Systems produces heating, air conditioning and thermal
storage equipment designed for commercial applications in retail stores, office
buildings, shopping malls, manufacturing facilities, hospitals, universities,
airports and marine vessels. York Refrigeration produces commercial and
industrial refrigeration applications and gas compression equipment designed for
the food, beverage, chemical and petrochemical processing industries as well as
marine applications. Unitary Products produces heating and air conditioning
solutions designed for use in residential and light commercial applications.
Bristol Compressors manufactures reciprocating and scroll compressors for
original equipment manufacturers and for sale by wholesale distributors. The
Company's engineered systems products and refrigeration and gas compression
equipment are designed specifically for the customer's needs and applications.

The following table sets forth net sales by product and geographic market:
(in thousands)

2000 1999 1998
---- ---- ----

Engineered Systems Group $1,541,664 $1,447,461 $1,396,799
York Refrigeration Group 1,018,179 918,059 476,804
Unitary Products Group 1,011,405 1,115,664 1,072,045
Bristol Compressors 525,716 581,836 531,764
Eliminations (199,561) (185,991) (177,397)
---------- ---------- -----------
Total net sales $3,897,403 $3,877,029 $3,300,015
========== ========== ===========

U.S. 48% 52% 58%
International 52% 48% 42%
-- -- --
100% 100% 100%
=== === ===

Additional financial information about the Company's operating segments and
foreign and domestic operations and export sales is incorporated herein by
reference to Note 17 on pages 27 to 30 of the Annual Financial Statements and
Review of Operations.

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ENGINEERED SYSTEMS GROUP. The Company's Engineered Systems Group (ESG) produces
and sells heating and air conditioning solutions for both new construction and
replacement for the full range of commercial building types worldwide.
Engineered Systems commercial air conditioning products include air-cooled and
water-cooled chillers, air handling equipment including indoor and outdoor
units, variable air volume units, underfloor air distribution systems and large
packaged rooftop units. Additionally, ESG offers controls to monitor and control
individual components or the entire heating, ventilating and air conditioning
(HVAC) system. ESG, through its world-wide service organization also provides a
complete range of maintenance and repair services for its equipment. The
Engineered Systems Group is currently the major supplier of water chillers to
the U.S. Navy for both surface vessels and submarines. ESG also supplies
specially designed chilled water systems for use on other naval and commercial
marine vessels. ESG is also the world leader in the design, manufacturing and
selling of snow making equipment.

ESG offers what is probably the broadest range of water chilling products in the
HVAC industry driven with electricity, gas and steam utilizing centrifugal,
screw, scroll and reciprocating compressors as well as offering absorption
units. Current products utilize HCFC and HFC refrigerants, which meet the
requirements of applicable international environmental protocols. Current
product development efforts emphasize improving "real world" energy efficiency,
achieving higher environmental standards and reducing operating noise levels.
Air handling equipment covers all the traditional applications as well as
offering the industry's most advanced underfloor air distribution system,
FlexSys. Air handling equipment product development efforts increasingly focus
on improving indoor air quality, promoting energy efficiency and lowering
operating noise levels. All products make use of the latest controls technology
to enhance all areas of performance.

The global commercial HVAC market is driven by new construction and replacement
sales in almost equal proportions. Commercial construction tends to move in the
general direction of the economies of the world. Replacements are strongest in
those areas of the world where the installed base of equipment is largest, such
as North America. Replacement sales are driven by the age of the equipment, the
trade off economics of repair versus replacement, and the likelihood of
increased energy efficiency and greater environmental acceptability of replacing
old with new equipment.

The Company's Engineered Systems products are principally manufactured in York,
Pennsylvania; Albany, Missouri; Hattiesburg, Mississippi; Portland, Oregon; San
Antonio, Texas; Basildon, England; Barlassina, Italy; Nantes, France; Asquith,
Australia; Wuxi, China; Guanghzou, China; Durango, Mexico; and Monterrey,
Mexico. Announced facility rationalization plans include the elimination of the
facilities in Asquith and Portland. Many of the components of the Company's
engineered products, such as motors, control elements and castings, are
purchased from outside suppliers. The other components are custom manufactured
by the Company. Using these components and based upon specific design
specifications, the engineered products are machined, assembled, tested and
shipped from the above locations.

ESG products are distributed globally through a combination of York sales and
service offices, sales agents, and independent distributors. Internationally,
the Engineered Systems products and services are sold in conjunction with other
York business groups. See Non-U.S. Distribution discussion below. York sales
engineers operating out of the York sales and service offices around the world
account for approximately 75% of all ESG equipment sales with the remaining
portion coming from sales agents and independent distributors. In addition to
new equipment sales, "aftermarket" products and services represent a very
significant portion of the ESG business. Parts are sold from all York offices as
well as from major Regional Distribution Centers in Baltimore, Maryland; Miami,
Florida; Singapore, Hong Kong; Shanghai, China; Dubai, U.A.E.; and Basildon,
England. Repair, maintenance and start up services are provided globally through
York owned operations by York employed technicians. York provides maintenance
and repair services for both York and non-York equipment, although the majority
of the work is performed on York equipment. The aftermarket is a key growth
opportunity, and, therefore, strategic objective for ESG. The market, unlike
equipment, is highly fragmented with regard to market share. There is also a
major potential outside of North America as the installed base grows and ages.
The extensive ESG service experience in North America provides an excellent
template for expansion of the business globally. During the year 2000, York,
through acquisition, added United Mechanical and Supremeair to augment its ESG
Service Business in the U.S. and South Africa respectively.

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The Company markets its Engineered Systems chiller products under the "York"
brand name and markets air handling equipment under the "YORK",
"MILLER-PICKING", "TEMPMASTER", and "PACE" brands. Service is marketed under the
"YORK" and "NATKIN" brands. Parts are marketed under the "YORK" and "SOURCE 1"
brands.

All of the markets in which the Company's Engineered Systems Group participates
are very competitive. Engineered systems products compete on the basis of
product design, reliability, quality, price, efficiency, acoustics and
post-installation service. Architects and engineers play an important part in
determining which manufacturer's products will be specified and ultimately used
in an application. In the domestic market, the Company competes primarily with
two large worldwide manufacturers, Carrier - a United Technologies Corporation
company (Carrier) and Trane Company, a division of American Standard Companies
Inc. (Trane). In the international market, the Company competes primarily with
Carrier, Trane, local manufacturers in Europe, and a number of Japanese
manufacturers.

YORK REFRIGERATION GROUP. The Company's York Refrigeration Group develops,
contracts, manufactures, integrates and distributes products and systems
globally for the marine, industrial and commercial refrigeration market. York
Refrigeration produces screw and reciprocating compressors, condensers,
evaporators, heat exchangers, industrial and marine chillers, plate freezers,
ice makers, process refrigeration systems, air handling and ventilating
equipment, gas compression systems, automated plant control systems and advanced
control systems for refrigerated containers.

Screw and reciprocating compressors enable the Company to produce highly
reliable, refrigeration systems required for commercial and industrial
applications in the food, beverage, chemical and petroleum industries as well as
marine applications. The Company's refrigeration and gas compression equipment
is engineered and manufactured to customer specifications. York Refrigeration
integrates screw and reciprocating compressors with other components to offer
customers the optimal solution and value for their specific application
considering cost, energy efficiency, reliability, space and environmental
requirements.

Refrigeration systems are essential in the textile, electronics, pharmaceutical
and petrochemical industries. Food, beverage, marine and process cooling
operations use refrigeration systems both in chilling and product freezing for
maintaining these products in warehouses, distribution centers and retail
outlets. York Refrigeration systems are also in use in sporting venues.

The Company markets its refrigeration and gas compression equipment under the
"YORK", "SABROE", "FRICK", "NOVENCO", "RETECH", "FRIGID COIL", "IMECO",
"ACUAire", "GRAM REFRIGERATION", "SAMIFI" and "YORK BONUS" brands. The products
are sold by the Company's sales engineers located in 14 offices and a national
network of more than 50 independent agents in the United States as well as
company owned sales offices, independent distributors, agents and one licensee
elsewhere in the world. In addition, the Company believes that developing
countries offer opportunities for increasing sales of refrigeration equipment.
See Non-U.S. Distribution below for additional discussion on non-U.S. markets.

Refrigeration equipment is manufactured at Company-owned facilities in Dixon,
Illinois; Polo, Illinois; Waynesboro, Pennsylvania; San Antonio, Texas; Sao
Paulo, Brazil; Carquefou, France; Aarhus, Naestved, and Hornslet, Denmark; and
at leased facilities in Santa Fe Springs, California and Milan, Italy.

All of the markets in which York Refrigeration does business are very
competitive. Refrigeration manufacturers compete on the basis of product design,
reliability, quality and price. In the market for refrigeration equipment, the
Company competes primarily with FES, GEA-Grasso, Evapco, Krack Corp. and Mycom.

UNITARY PRODUCTS GROUP. The Company's Unitary Products Group (UPG) produces and
sells residential and light commercial heating and air conditioning solutions.
These include ducted central air conditioning and heating systems (air
conditioners, heat pumps and furnaces), and light commercial heating and cooling
equipment.

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Unitary products consist of split systems and packaged products. A split system
consists of an outdoor unit containing a compressor and condenser, a connected
indoor unit containing a heat exchanger, an electric, gas or oil heating
section, an indoor blower system and associated controls. A packaged product is
a single, self-contained unit with compressor, condenser, heat exchanger,
electric, gas or oil heating section, blower and associated controls. These
units are typically installed on rooftops or beside a structure. Ducted products
distribute conditioned air throughout building structures with ductwork
connected to the system's blower, whereas ductless installations provide
conditioned air directly from indoor blowers without the use of ductwork.

UPG markets its products under the "YORK", "LUXAIRE"' "FRASER-JOHNSON",
"COLEMAN", "WINCHESTER", "GUARDIAN", and "AIRPRO" brands. Service parts are
sold under the "SOURCE 1" brand. A licensing agreement with the Sunbeam
Corporation, signed in 1999, gives York the exclusive right to distribute
residential HVAC products in North America under the well-known "Coleman"
brand. "YORK" is the Company's full line brand, which is sold through
Company-owned distribution centers and exclusive independent distributors
throughout the world. The "YORK" brand is sold with a high level of customer
service and sales support. The Company's other brands are sold through more
than 200 non-exclusive distributors primarily for resale to contractors. The
Company also sells unitary products directly to the manufactured housing
industry in North America on an original equipment manufacturer basis.
Internationally, the Unitary Product Group products are sold in conjunction
with other York business groups. See Non-U.S. Distribution discussion below.

In 1998, the Company purchased the remaining 15% of its joint venture,
Aeromaster, and formed the 100% owned company York Industrial (Thailand) Co.,
Ltd. (York Industrial Thailand). York Industrial Thailand is a mini-split
manufacturer in Bangkok, Thailand. The mini-split market represents a
significant portion of the unitary business in the Asia Pacific Region, and York
Industrial Thailand enables York to compete in this market with a product
manufactured within the Region. York Industrial Thailand supplies mini-split
products to York offices located around the world.

Sales of Unitary products include both new installations and replacement
systems. The Company estimates that more than half of its Unitary products
revenues in North America are attributable to the replacement market. The
replacement market is not affected by levels of new home construction the
therefore tends to be less cyclical. The replacement market is significantly
affected by ambient temperature. Hot weather in the spring season causes
existing older units to fail earlier in the season, leading customers to
accelerate replacement of a unit which might otherwise be deferred in the case
of a late season failure.

Unitary and light commercial products are manufactured principally in plants
located in Elyria, Ohio; Norman, Oklahoma; Wichita, Kansas; Barlassina, Italy;
Montevideo, Uruguay; Asquith, Australia; Monterrey, Mexico; Bangkok, Thailand;
Johannesburg, South Africa; and Guangzhou, China. Announced facility
rationalization plans include the elimination of the facilities in Elyria,
Asquith and Montevideo. UPG's manufacturing process relies on the purchase of
certain components (including hermetic compressors, copper tube, fan motors, fan
blades and control elements) from outside suppliers, and in-house fabrication of
sheet metal cabinets and refrigerant coils. The various unitary products are
then assembled and tested before shipment.

All of the markets in which UPG does business are very competitive. Unitary
product manufacturers compete on the basis of price, reliability, delivery,
efficiency, acoustics and maximum market coverage. Price competition and maximum
market coverage are of particular importance in the residential product lines as
there is often relatively little perceived differentiation. In the domestic
market, the Company competes with three large worldwide manufacturers, Carrier,
Trane and Lennox, in addition to numerous national manufacturers such as
Goodman, Rheem and Nordyne. In the international market, the Company competes
primarily with Carrier, Trane, Lennox and several Asian manufacturers, including
Hitachi, LG, Matsushita, Mitsubishi Electric, Samsung and Toshiba.

BRISTOL COMPRESSORS. Bristol Compressors (Bristol) manufactures reciprocating
and scroll compressors for original equipment manufacturers and for sale by
wholesale distributors.

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A compressor is an integral part of an air conditioning system. The Company's
unitary products use compressors manufactured by Bristol as well as those
purchased from other vendors. Approximately 80% of Bristol revenues are
attributable to sales of products to other air conditioning equipment
manufacturers or wholesale distributors.

The Company markets its Bristol products under the "BRISTOL" brand.
Internationally, Bristol products are sold in conjunction with other York
business groups. See Non-U.S. Distribution section below for additional
discussion on non-U.S. markets. Sales of Bristol products are directly
correlated to the factors affecting demand for Unitary Products discussed
previously in the UPG segment section.

Bristol markets an INERTIA reciprocating compressor that directly competes
against other technologies in meeting high efficiency requirements. Currently,
successors to the INERTIA compressor are being produced with lower applied cost
to the customer with equivalent performance. Bristol has also developed a new
compressor design known as TS(TM) Technology. These new compressors provide
higher system efficiencies, greater reliability and increased comfort. Scroll
Technologies, a joint venture to design and manufacture scroll compressors,
continues to upgrade the scroll compressor technology and performance.

Bristol compressors are manufactured at the Company's factories in Bristol,
Virginia and Sparta, North Carolina, and by Scroll Technologies in Arkadelphia,
Arkansas. As with other Company products, Bristol compressors are assembled
using purchased parts (including motors, castings, forgings and electronic
components) as well as parts manufactured by the Company.

Bristol competes directly with two United States manufacturers, Copeland
Corporation, a subsidiary of Emerson Electric Ind., and Tecumseh, a division of
Tecumseh Corporation.

RAW MATERIALS AND PURCHASED COMPONENTS

The Company purchases compressors, steel, copper, aluminum, electric motors,
castings, forgings, stampings, fabricated copper tubes, electronic starters and
controls, aluminum fin, fan blades, capacitors, transformers, refrigerant gases,
valves, fittings and other components from many outside suppliers. Alternate
sources of supply are available for all raw materials and components for which
the Company uses a single supplier. The Company believes that it has adequate
sources of supplies of raw materials and component parts for its manufacturing
requirements. In order to hedge against certain raw material price increases,
the Company may enter into forward contracts for the purchase of certain raw
materials, principally copper and aluminum.

PATENTS AND TRADEMARKS

The Company holds numerous patents that relate to the design and use of its
products that it considers important, but not essential, to the overall conduct
of its business. It is the Company's policy to obtain patent protection for as
many of its new and developmental products as possible, and to enforce such
patent rights as appropriate. No patents which the Company considers material
will expire within the next five years.

The Company owns several trademarks that it considers important in the marketing
of its products as discussed in each of the business segment sections. The
Company believes that its rights in these trademarks are adequately protected
and of unlimited duration.

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NON-U.S. DISTRIBUTION

Outside of the United States, the Company markets the majority of its products
and services, for all business groups, through many of the same sales and
service offices. The Company's worldwide business groups are segregated
internally into North America and the four geographic regions discussed below.

The Company's European region, with headquarters in Basildon, England and
Aarhus, Denmark, markets its products and services through offices located in
Austria, Belgium, Bulgaria, the Czech Republic, Denmark, England, Finland,
France, Germany, Greece, Hungary, Italy, Ireland, Latvia, the Netherlands,
Norway, Poland, Romania, Russia, other former Commonwealth of Independent States
countries, Scotland, Slovakia, Spain, Sweden, Switzerland and the Ukraine. The
Company also considers markets in parts of Africa as part of the European
region.

The Company's Asian region, headquartered in Hong Kong (China), markets its
products and services through offices located in Australia, China, Hong Kong,
Indonesia, Japan, Korea, New Zealand, Philippines, Singapore, and Thailand. The
Latin American region, headquartered in Miami, Florida, markets its products and
services through offices located in Argentina, Brazil, Chile, Colombia, Ecuador,
Mexico, Miami (USA), Peru, Puerto Rico, Uruguay and Venezuela. The Middle East
region, headquartered in Dubai (U.A.E.), markets its products and services
throughout the Middle East, India and parts of Eastern Africa through offices
located in Abu Dhabi, Cairo, Dubai, Egypt, Indonesia, Istanbul, Karachi, Kuwait,
Mumbai and New Delhi.

Products are also marketed through sales representatives and independent
distributors located in the various geographic regions and through joint
ventures, as listed below.

JOINT VENTURES IN U.S. AND NON-U.S. MARKETS

In addition to its wholly-owned production and distribution facilities, the
Company produces, distributes and services products through its participation in
several joint ventures, which are described in the following table:

Joint Venture
(Percent Owned by Principal
Principal Location Joint Venture Partner the Company) Products/Services Markets Served
- ------------------ ---------------------- ---------------------- ----------------------- --------------

Malaysia OYL Industries OYL-Condair Industries Manufacture Unitary Asia Pacific
BHD. SDN.BHD. (49%) and Engineered System Middle East
products

Malaysia OYL Industries York (Malaysia) Service Sales and service of air Malaysia
BHD. SDN.BHD. (30%) conditioning equipment

Peoples Republic Guangzhou Sinro Air York Guangzhou Air Manufacture Unitary and China
of China Conditioning Mechanical Conditioning and Engineered Systems
and Electronic Equipment Refrigeration Co. Ltd. products
Company Ltd. (97%)

Peoples Republic Wuxi Boiler Works York-Wuxi Air Conditioning Manufacture Engineered China
of China and Refrigeration Co. Ltd. Systems products
(80%)

Republic of China Taipei Engineering York-Taiwan, Inc. Sales and service of air Taiwan
(Taiwan) Development Co. (60%) conditioning equipment

Cyprus Sabinco Ltd. KROY Ltd. (50%) Sales of air conditioning Middle East
equipment and parts

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Joint Venture
(Percent Owned by Principal
Principal Location Joint Venture Partner the Company) Products/Services Markets Served
- ------------------ ---------------------- ---------------------- ----------------------- --------------

Saudi Arabia Al Salem United Al Salem-York Services Service and repair of Saudi Arabia
Contracting Co. Ltd. (49%) air conditioning
equipment

Spain Compania Roca Clima Roca-York S.L. Manufacture Unitary Spain
Radiadores S.A. (50%) products

U.S. Carrier Corporation Scroll Technologies Manufacture scroll U.S.
(50%) compressors

Finland OY Huurre Group AB Sabroe Finland Oy Sales and service of Finland
(50%) refrigeration products

Hungary Individual Hungarian Rotor Kalteanlagen GmbH Sales and service of Hungary
shareholder (50%) refrigeration products

South Africa Spoormakers & Shared Energy Management Energy management South Africa
Partners Inc. (Pty) Ltd (50%) services

Denmark Three Danish Jernst0beriet Dania A/S Castings Europe
pension funds (40%)

Japan (Flakt) Nissin Refrigeration & Stal Nissin Corp. Sales and service of Japan
Engineering Ltd. (50%) refrigeration products

Japan (Novenco) Individual Japanese Novenco Nippon Ltd Sales and service of Japan
shareholder (50%) air handling equipment

Korea Individual Korean Hi-Pres Korea Co. Ltd Sales and service of Korea
shareholder (20%) air handling equipment

Malaysia Kumpulan Nametech Airvenco Sdn. Bhd. (21%) Sales and service of Malaysia
Sdn. Bhd. air handling equipment

Morocco IFU A/S, Denmark Tabrid Sabroe Maghreb S.A. Sales and service of North Africa
Individual Moroccan (20%) refrigeration products
shareholder

USA (Sabroe Inc) Individual U.S. York Refrigeration Marine Sales and service of North America
shareholder U.S. Inc. (50%) refrigeration products

Colombia Paramo Industria de Sabroe de Colombia Ltda Sales and service of Latin America
Refrigeracion Ltda. (60%) refrigeration products
Industria de Engenieria
e Refrigeracion S.A.

Uruguay Madef S.A. Idalko S.A. Sales and service of Latin America
(75%) refrigeration products

Dividends received by the Company from affiliates were $4.8 million in 2000,
$1.0 million in 1999 and $0.5 million in 1998. Total Company investments in
affiliates were $24.9 million, $25.4 million and $20.1 million at December 31,
2000, 1999 and 1998, respectively. Total sales by the Company to affiliates are
less than 1% of the Company's total revenues.

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MAJOR CUSTOMERS

During 2000, no customer, distributor, dealer or licensee accounted for more
than 10% of the Company's revenues. The loss of a few customers, distributors,
dealers or licensees would not have a materially adverse effect on the Company's
business.

BACKLOG

The following table sets forth backlog by business segment:
(in thousands)

2000 1999
---- ----

Engineered Systems Group $ 496,074 $ 445,023
Refrigeration Products Group 357,065 428,641
Unitary Products Group 71,419 97,908
Bristol Compressors 93,906 93,524
----------- -----------
Total backlog $ 1,018,464 $ 1,065,096
========= =========

Substantially all orders are expected to be fulfilled within the next 12 months.

GOVERNMENT CONTRACTS

On an ongoing basis about 1% of the Company's sales were related to United
States Government contracts. These contracts are mainly for the U.S. Navy and
are for both research and development and for equipment. Contracts vary in
duration from one to several years. If these contracts were to be terminated,
the Company would be entitled to reimbursement of costs incurred and to a
payment of a reasonable allowance for profit on work actually performed.

RESEARCH AND DEVELOPMENT

The Company's product development activities include ongoing research and
development programs to redesign existing products to reduce manufacturing costs
and to increase product efficiencies, developing electronic controls for current
product offerings and creating a wide range of new products. During the years
2000, 1999 and 1998, the Company spent $46.9 million, $41.0 million and $31.2
million, respectively, for all product development activities.

The Engineered Systems Group maintains a very active ongoing product development
program spanning all areas of its product offering. Major emphasis continues to
be placed on improving "real world" energy efficiency, lowering operating noise
levels, improving indoor air quality, and developing equipment and systems
controls that improve all areas of performance. Product development efforts also
seek to utilize the most environmentally friendly refrigerant solutions
compatible with regulatory requirements and market needs.

During the past year ESG completed the introduction of several new and improved
products. The "ECO2" line of air-cooled packaged chillers and condensing units
from 85 to 400 tons was introduced. The product line offers increased energy
efficiency and uses the environmentally friendly refrigerant HFC-407C. Much of
the air handling unit line, including the CurbPak outdoor AHU and the CS2000
small indoor AHU, was redesigned for improved performance and cost reduction.
The "FlexSys" line of underfloor air distribution units was further developed
and expanded. FlexSys provides the benefit of improved personal comfort while
making office AC reconfiguration easy and cost effective. The factory packaged
"OptiView" graphic display panel featured on large centrifugal chillers was
extended to include screw chillers. Optiview provides state-of-the-art touch pad
and visual control of the entire chiller operation.

During 2001, in keeping with its ongoing efforts at improving product energy
efficiency and expanding the use of more environmentally friendly refrigerants,
ESG plans to launch a number of new products. These include new centrifugal and

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screw chiller models in various ranges using HFC refrigerants, a new line of
system controls to be offered as factory packaged controls for air handling
units, for remote monitoring of chillers and as stand-alone Building Automation
Systems, and "ECO2" packaged rooftop units in the 50-95 ton range featuring an
HFC-407C option. The "ECO2" packaged rooftop units will be the Company's first
product offering in this major industry market segment.

The York Refrigeration Group launched a comprehensive range of new products in
2000 including a series of R410a-based industrial chillers, a second generation
of mid-range screw compressor packages, a standard range of variable speed drive
screw compressor packages, new ice rink chillers and new microprocessor-based
plant and compressor control systems. York Refrigeration is currently developing
a series of new screw compressors for the food and beverage markets, a series of
semihermetic screw compressors for York International's water chiller program, a
series of low pressure screw compressors for the gas compression industry, a new
compressor control unit and a common platform for the contracting unit's plant
control systems. Furthermore, a new global screw compressor project will result
in one common screw compressor range and reduce the number of models from 54 to
21. York Refrigeration research and development is focused on the core
competencies within compression and controls technology, thermodynamics and
manufacturing technology as well as application development. These technologies
are the basis for optimization, cost reductions and price performance as well as
developing new and enhanced product introductions.

The Unitary Products Group continues to redesign its product line for lower
sound ratings and greater efficiency on its higher tiered premium product line,
and manufacturing cost effectiveness on its entry level value offering. The new
Predator commercial rooftop line leads the industry in efficiency and feature
set value. The Stealth series residential air conditioner, utilizing Twin Single
(TS) compressor technology is an industry first. A new cost reduced air
conditioner line will allow UPG to compete in the value segment of the
residential new construction market. An entirely new gas furnace, designed
specifically for the manufactured housing market will make the Coleman brand of
MH furnaces an industry leader.

Bristol has developed a new breakthrough compressor design, TS Technology,
providing higher system efficiencies, greater reliability and increased comfort.
Scroll compressor technology and capability are continuing to expand through the
joint venture, Scroll Technology.

EMPLOYEES

As of December 31, 2000, the Company employed approximately 24,600 persons
worldwide. Approximately 12,000 persons are employed in the United States and
12,600 persons are employed in foreign countries. Approximately 3,240 domestic
employees are covered by collective bargaining agreements which expire between
June 2001 and January 2004. The Company considers its relations with its
employees to be satisfactory.

ENVIRONMENTAL MATTERS

Environmental laws that affect or could affect the Company's domestic operations
include, among others, the Clean Air Act, the Clean Water Act, the Resource
Conservation and Recovery Act, the Occupational Safety and Health Act, the
National Environmental Policy Act, the Toxic Substances Control Act, any
regulations promulgated under these acts, and various other Federal, state and
local laws and regulations governing environmental matters. The Company believes
it is in substantial compliance with such existing environmental laws and
regulations.

The Company's non-U.S. operations are also subject to various environmental
statutes and regulations. Generally, these requirements tend to be no more
restrictive than those in effect in the United States. The Company believes it
is in substantial compliance with such existing environmental statutes and
regulations. In 1993, the Council of European Communities agreed on EC
regulation number 1836/93 which recommended that each company voluntarily
complete an ECO-Audit. The Company has completed these audits at several of its
European facilities.

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In September 1987, the United States became a signatory to an international
agreement titled the Montreal Protocol on Substances that Deplete the Ozone
Layer (the Montreal Protocol). The Montreal Protocol requires its signatories to
reduce production and consumption of CFCs and Halons, some of which are utilized
in air conditioning and refrigeration equipment. In 1988, the EPA issued
regulations under the Clean Air Act implementing the Montreal Protocol in the
United States. Many other countries have also become signatories to the Montreal
Protocol. The manner in which these countries implement the Montreal Protocol
and regulate CFCs could differ from the approach taken in the United States.

The Clean Air Act allows the EPA to accelerate the statutory phase-out schedule
for any Class I (CFC) or Class II (HCFC) substance. In November 1992, the
parties to the Montreal Protocol agreed to amend the Protocol to require the
complete phase-out of CFC production by the beginning of 1996. Further, the
parties agreed to a 1996 production cap on HCFCs and a complete phase-out of
HCFC production by 2030. The EPA published a final rule requiring accelerated
phase-out of the production of all CFCs by 1996 and of all HCFCs by 2030.

None of the Company's manufactured products contains Class I substances. Class I
substances previously used by the Company have been substituted for by Class II
substances or substances that are currently unregulated. The Company does,
however, believe that revenues from servicing and repairing existing equipment
that uses Class I substances are and will be significant. These activities are
regulated by the EPA which imposes guidelines affecting service and maintenance
of equipment that use Class I and Class II substances. The Company trains and
licenses its service technicians in service and maintenance procedures that
comply with the new regulations. Therefore, the Company believes that the new
regulations will not have a material adverse effect on its operations. The
phase-out of Class I substances will require modifications to existing air
conditioning equipment as availability of recycled Class I substances decreases.
Since the Company's technology enables it to modify existing equipment for use
with Class II substances, it believes that this will continue to generate
additional service revenues. While the Company expects to derive substantial
revenue from the sale of products utilizing Class II substances, it is not
expected that any phase-out will have a significant impact on the sales of such
products since new products that use unregulated refrigerants such as HFC's are
now becoming readily available. Nonetheless, as the supply of virgin and
recycled Class II substances falls, it will be necessary to address the need to
substitute permitted substances for Class II substances.

The Company, in conjunction with major chemical manufacturers, is continually in
the process of reviewing and addressing the impact of refrigerant regulations on
its products. The Company believes that the combination of those products which
presently utilize Class II substances and those products in the field which can
be retrofitted to such refrigerants provides a complete line of commercial and
industrial products. Therefore, the Company does not foresee any material
adverse impact on its business or competitive position as a result of the
Montreal Protocol, the 1990 Clean Air Act amendments or their implementing
regulations. However, the Company believes that the implementation of severe
restrictions on the production, importation or use of refrigerants employed in
larger quantities by the Company could have such an impact. The Company believes
that the Engineered Systems products that it has produced will be well
positioned to utilize the next generation of refrigerants without substantial
modification. If the next generation of refrigerants is incompatible with the
hermetic compressors used by the Company and all of its competitors for Unitary
products, design modifications would be required.

GOVERNMENTAL REGULATIONS

The Company is subject to regulations promulgated under the National Appliance
Energy Conservation Act of 1987, as amended, and various state regulations
concerning the energy efficiency of its products. The Company has developed and
is developing products which will comply with these regulations, and does not
believe that such regulations will have a material adverse effect on its
business.

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EXECUTIVE OFFICERS

The executive officers of the Company are as follows:

NAME AGE POSITION
---- --- --------

Michael R. Young 56 President and Chief Executive Officer

Ole Andersen 60 Vice President and President of Refrigeration Products Group

Wayne J. Kennedy 58 Vice President and President of Bristol Compressors

Peter C. Spellar 56 Vice President and President of Engineered Systems Group

Dale L. Bennett 62 Vice President, Human Resources

Jane G. Davis 51 Vice President, Secretary and General Counsel

C. David Myers 37 Vice President and Chief Financial Officer

James P. Corcoran 55 Vice President and Treasurer

David R. Heck 46 Controller

Mr. Young has been President and Chief Executive Officer since February 2000.
Prior thereto, he was Vice President of the Company and President, Central
Environmental Systems from 1999 to 2000, Vice President of the Company, and
Chief Executive Officer and President of Bristol Compressors from 1996 to 1999,
President, Chairman and Chief Executive Officer of Evcon Industries, Inc. from
1991 to 1995, President and Chief Operating Officer of York International Inc.
from 1988 to 1989, and Chairman, President and Chief Executive Officer of
Bristol Compressors from 1983 to 1987.

Mr. Andersen has been Vice President of the Company and President of
Refrigeration Products Group since July 1999 when the Company acquired Sabroe
Refrigeration A/S, Denmark. He was Chief Executive Officer of Sabroe
Refrigeration A/S from 1997 to 1999. Prior to joining Sabroe, he was a Member of
the Executive Board and President of the Process Technology Division of GEA AG,
Germany from 1993 to 1997. Prior thereto, he was President of Niro Group,
Denmark from 1977 to 1993 and President of Niro Inc., USA from 1973 to 1977.

Mr. Kennedy has been Vice President of the Company and President, Bristol
Compressors since March 2000. Prior thereto, he was Vice President, Human
Resources from 1993 to 2000. Prior to joining the Company, he was Vice President
of Human Resources for the Millipore Corporation from 1985 to 1993.

Mr. Spellar has been Vice President of the Company and President, Engineered
Systems Group since February 2000. Prior thereto, he was Vice President,
Marketing and Strategic Accounts from 1999 to 2000, Vice President of the
Company and President, Applied Systems Worldwide from 1995 to 1999, Vice
President of the Company and Vice President, European Operations from 1992 to
1995, President, Frick Division from 1987 to 1992 and President of the Frick
Company from 1979 to 1987.

Mr. Bennett has been Vice President, Human Resources since March 2000. Prior
thereto, he was Vice President, Organization Development from 1999 to 2000 and
Director of Organization Development from 1997 to 1999. Prior to

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joining the Company, he held several Human Resource leadership positions with
Millipore Corporation, Pfizer Inc., and E. J. Gallo Winery.

Ms. Davis has been Vice President, Secretary and General Counsel of the Company
since March 1995. Prior to joining the Company, she was Vice President, General
Counsel and Secretary of Joy Technologies Inc. from 1988 to 1995.

Mr. Myers has been Vice President and Chief Financial Officer of the Company
since February 2000. Prior thereto, he was Vice President Finance, Engineered
Systems Group from 1998 to February 2000, Corporate Controller from 1995 to
1998, Director of Finance for the Airside Products Group from 1994 to 1995, and
Director of Financial Planning and Controls in 1994. Prior to joining the
Company, he was with KPMG LLP from 1986 to 1994.

Mr. Corcoran has been Vice President and Treasurer of the Company since March
2001. Prior thereto, he was Treasurer of the Company from 1992 to 2001. Prior to
joining the Company, he was Treasurer of Griffith Laboratories from 1990 to
1992, Treasurer of AM International from 1987 to 1990 and Director, Treasury
Operations of Borg-Warner Corporation from 1977 to 1987.

Mr. Heck has been Controller since January 2000. Prior to joining the Company,
he was Director of Strategic Analysis and Corporate Controller of Superior
Group, Inc. from 1995 to 1999, Corporate Controller and Accounting Manager for
LFC Financial Corp. from 1983 to 1995, and Audit Manager with Deloitte, Haskins,
& Sells from 1976 to 1983.

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ITEM 2. PROPERTIES.

The Company's principal offices are located in York, Pennsylvania on an
approximately 71 acre site owned by the Company. The following table lists the
principal manufacturing facilities owned by the Company:

APPROXIMATE
LOCATION PRIMARY PRODUCTS ENCLOSED AREA (SQ. FT.)
- -------- ---------------- ----------------------

York, PA Engineered products 1,500,000
Wichita, KS Unitary products 835,000
Bristol, VA Bristol products (hermetic compressors) 700,000
Elyria, OH Unitary products 636,000*
Norman, OK Unitary products 539,000
Waynesboro, PA Refrigeration products and compressors 459,000
Naestved, Denmark Refrigeration air handling products 340,000
Aarhus, Denmark Refrigeration products and compressors 326,000
Basildon, England Engineered products 254,000
San Antonio, TX Refrigeration and Engineered products 228,000
Sparta, NC Bristol products (hermetic compressors) 180,000
Sao Paulo, Brazil Refrigeration products and compressors 123,000
Bangkok, Thailand Unitary products 123,000
Guangzhou, China Engineered products, Unitary products 115,000
Dixon, IL Refrigeration condensing products 97,000
Asquith, Australia Engineered products, Unitary products 96,000*
Durango, Mexico Engineered products 95,000
Monterrey, Mexico Engineered products, Unitary products 92,000
Wuxi, China Engineered products 82,000
Hornslet, Denmark Castings for compressor production 82,000
Polo, IL Refrigeration air handling products 78,000
Montevideo, Uruguay Unitary products 53,000*
Carquefou, France Refrigeration products 32,000

At the York, Pennsylvania location, approximately 175,000 square feet of
facilities are leased to tenants and approximately 400,000 square feet are
currently used by the Company as storage and are available for expansion. The
Company also leases for its own use a 360,000 square foot manufacturing facility
in Barlassina, Italy, a 163,000 square foot facility in Albany, Missouri, a
200,000 square foot facility in Portland, Oregon*, a 160,000 square foot
manufacturing facility in York, Pennsylvania, a 109,000 square foot
manufacturing facility in Johannesburg, South Africa, an 84,000 square foot
manufacturing facility in Hattiesburg, Mississippi, an 82,000 square foot
manufacturing facility in Santa Fe Springs, California, a 40,000 square foot
manufacturing facility in Milan, Italy and a 34,000 square foot manufacturing
facility in Nantes, France.

In addition to the properties described above, the Company leases facilities
worldwide for use as sales and service offices and regional warehouses. The
Company believes that its properties are in good condition and adequate for its
requirements. The Company believes that its principal plants are generally
adequate to meet its production plans pursuant to its long-term sales goals.

In the ordinary course of its business, the Company monitors the condition of
its facilities to ensure that they remain adequate to meet its long-term sales
goals and production plans. The Company makes capital expenditures intended to
upgrade existing facilities and equipment to increase production efficiency and,
when appropriate, to adapt them to the requirements of manufacturing new product
lines.

*Indicates announced facility rationalization with closure pending

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ITEM 3. LEGAL PROCEEDINGS.

The Company is a party to lawsuits arising in the ordinary course of business.
The Company believes that no pending lawsuit will result in any material adverse
effect to the Company.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to the Company's security holders during the
fourth quarter of 2000.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's common stock trades on the New York Stock Exchange under the
symbol "YRK". On March 28, 2001, the Company had 5,326 holders of record of its
common stock.

TRADING AND DIVIDEND INFORMATION

DIVIDENDS
HIGH LOW DECLARED
---- --- --------

2000
----
Fourth quarter $ 30 7/8 $ 22 7/8 $ .15
Third quarter 29 7/16 19 .15
Second quarter 29 1/8 21 1/8 .15
First quarter 27 13/16 18 1/8 .15

1999
----
Fourth quarter $ 28 1/4 $ 21 $ .15
Third quarter 47 1/2 35 1/4 .15
Second quarter 43 3/8 34 3/8 .15
First quarter 41 5/8 33 5/8 .15

The declaration and payment of future dividends will be at the sole discretion
of the Board of Directors and will depend upon such factors as the Company's
profitability, financial condition, cash requirements and future prospects and
limitations imposed by the Amended Credit Agreement and the Revolving Credit
Agreement.

ITEM 6. SELECTED FINANCIAL DATA.

Information contained under the caption "Five Year Summary of Selected Financial
Data" on page 2 of the Annual Financial Statements and Review of Operations is
incorporated herein by reference in response to this item.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.

Information contained under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" on pages 3-9 of the Annual
Financial Statements and Review of Operations is incorporated herein by
reference in response to this item.

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.

Information contained under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations, Market Risk," on pages 8-9 of the
Annual Financial Statements and Review of Operations is incorporated herein by
reference in response to this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Financial statements for York International Corporation and Subsidiaries are
contained on pages 11 to 31 of the Annual Financial Statements and Review of
Operations and Summary of Quarterly Results (unaudited) are contained on page 32
of the Annual Financial Statements and Review of Operations and are incorporated
herein by reference in response to this item.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

None.

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information contained under the caption "Election of Directors" in the
Registrant's definitive 2001 Proxy Statement is incorporated herein by reference
in response to this item. See Item 1 above for information concerning executive
officers.

ITEM 11. EXECUTIVE COMPENSATION.

Information contained under the caption "Executive Compensation" in the
Registrant's definitive 2001 Proxy Statement is incorporated herein by reference
in response to this item.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Information contained under the captions "Election of Directors" and "Ownership
of Common Stock" in the Registrant's definitive 2001 Proxy Statement is
incorporated herein by reference in response to this item.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Capital Guardian Trust Company, an affiliate of Capital Research and Management
Company and Capital Group International, Inc., each of which holds more than 5%
of the Company's stock, manages portions of the Company's pension plan assets.
Fidelity Management Trust Company, an affiliate of FMR Corporation, which holds
more than 5% of the Company's stock, provides trust services and investment
vehicles for the Company's 401(k) Plan. The agreements for these services were
entered into on an arm's-length basis.

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PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a)(1) The following financial statements of York International Corporation
and subsidiaries are incorporated herein by reference to pages 11 to
31 of the Annual Financial Statements and Review of Operations:

Consolidated Balance Sheets - as of December 31, 2000 and 1999
Consolidated Statements of Operations - years ended December 31,
2000, 1999, and 1998
Consolidated Statements of Comprehensive Income - years ended
December 31, 2000, 1999 and 1998
Consolidated Statements of Cash Flows - years ended December 31,
2000, 1999 and 1998
Consolidated Statements of Stockholders' Equity - years ended
December 31, 2000, 1999 and 1998
Notes to Consolidated Financial Statements

(2) The following financial statement schedule for York International
Corporation and subsidiaries is included herein:

VIII Valuation and Qualifying Accounts - years ended December 31,
2000, 1999 and 1998;
(Page 24 of Form 10-K)

All other schedules are omitted as they are not applicable.

Independent Auditors' Report Covering Financial Statement Schedule;
(Page 23 of Form 10-K)

(3) The exhibits filed in response to Item 601 of Regulation S-K are as
follows:

EXHIBIT
NUMBER

3.1 Amended and Restated Certificate of Incorporation of Registrant
(Incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-3, File No. 33-91292, filed on
June 7, 1995)

3.2 Certificate of Amendment to the Amended and Restated Certificate
of Incorporation dated May 3, 1996 (Incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996, File No. 1-10863)

3.3 By-Laws of Registrant, restated as of December 17, 1996
(Incorporated by reference to Exhibit 3.3 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1996,
File No. 1-10863)

4.1 Receivables Sale Agreement dated as of March 26, 1997, by and
among the Registrant, as seller and collection agent, Asset
Securitization Cooperative Corporation, as purchaser, and Canadian
Imperial Bank of Commerce, as servicing agent along with the
supporting exhibits (Incorporated by reference to Exhibit 4.1 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, File No. 1-10863)

4.2 SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES SALE
AGREEMENT, among the Registrant, as seller and collection agent,
Asset Securitization Cooperative Corporation, as purchaser, and
Canadian Imperial Bank of Commerce, as

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servicing agent. (Incorporated by reference to Exhibit 4.1 to
Registrant's Form 10-Q for the quarter ended September 30, 1999,
File No. 1-10863)

4.3 THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES SALE
AGREEMENT, among the Registrant, as seller and collection agent,
Asset Securitization Cooperative Corporation, as purchaser,
Canadian Imperial Bank of Commerce, as servicing agent
(Incorporated by reference to Exhibit 4.2 to Registrant's Form
10-Q for the quarter ended September 30, 1999, File No. 1-10863)

4.4 Indenture dated as of March 1, 1993 between the Registrant and
Morgan Guaranty Trust Company of New York, as Trustee
(Incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement filed on Form S-3, File No. 33-57178, filed
on January 19, 1993)

4.5 Indenture effective as of June 1, 1998 between the Registrant and
State Street Bank and Trust Company, a Massachusetts chartered
trust company, as Trustee (Incorporated by reference to Exhibit 4
to the Registrant's Form 8-K, File No. 1-10863, filed on May 28,
1998)

4.6 Amended and Restated Credit Agreement, dated as of July 21, 1995
among the Registrant, the several banks and the other financial
institutions from time to time parties to the Agreement and
Canadian Imperial Bank of Commerce, acting through its New York
Agency, as Agent (Incorporated by reference to Exhibit 10.17 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, File No. 1-10863)

4.7 First Amendment dated as of May 28, 1997 to the Amended and
Restated Credit Agreement among the Registrant, the several banks
and the other financial institutions from time to time parties
thereto and Canadian Imperial Bank of Commerce, acting through its
New York Agency, as agent for the Banks along with supporting
exhibits (Incorporated by reference to Exhibit 4.5 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 1997,
File No. 1-10863)

4.8 SECOND AMENDMENT, dated as of June 3, 1999, to the Amended and
Restated Credit Agreement among YORK INTERNATIONAL CORPORATION,
the several banks and other financial institutions from time to
time parties thereto and CANADIAN IMPERIAL BANK OF COMMERCE,
acting through its New York Agency, as agent for the Banks
thereunder. (Incorporated by reference to Exhibit 4.1 to
Registrant's Form 10-Q for the quarter ended June 30, 1999, File
No. 1-10863)

4.9 364-DAY REVOLVING CREDIT AGREEMENT, dated as of June 3, 1999,
among York International Corporation, the several banks and other
financial institutions from time to time parties to this Agreement
and Canadian Imperial Bank of Commerce, acting through its New
York Agency as administrative agent for the Banks hereunder.
(Incorporated by reference to Exhibit 4.2 to Registrant's Form
10-Q for the quarter ended June 30, 1999, File No. 1-10863)

4.10 First Amendment, dated as of June 1, 2000, to the 364-Day
Revolving Credit Agreement among YORK INTERNATIONAL CORPORATION,
the several banks and other financial institutions from time to
time parties thereto and CANADIAN IMPERIAL BANK OF COMMERCE,
acting through its New York Agency, as agent for the Banks
thereunder. (Incorporated by references to Exhibit 4.1 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000, File No. 1-10863)

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21

4.11 Third Amendment, dated as of June 1, 2000, to the Amended and
Restated Credit Agreement among YORK INTERNATIONAL CORPORATION,
the several banks and other financial institutions from time to
time parties thereto and CANADIAN IMPRERIAL BANK OF COMMERCE,
acting through its New York Agency, as agent for the Banks
thereunder. (Incorporated by references to Exhibit 4.2 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000, File No. 1-10863)

4.12 Second Amendment, dated as of October 4, 2000, to the 364-Day
Revolving Credit Agreement, among YORK INTERNATIONAL CORPORATION,
the several banks and other financial institutions from time to
time parties thereto and CANADIAN IMPERIAL BANK OF COMMERCE,
acting through its New York Agency, as administrative agent for
the Banks thereunder. (Incorporated by reference to Exhibit 4.1 to
Registrant's Form 10-Q for the quarter ended September 30, 2000,
File No. 1-10863)

4.13 Fourth Amendment, dated as of October 4, 2000, to the Amended and
Restated Credit Agreement, among YORK INTERNATIONAL CORPORATION,
the several banks and other financial institutions from time to
time parties thereto and CANADIAN IMPERIAL BANK OF COMMERCE,
acting through its New York Agency, as agent for the Banks
thereunder (Incorporated by reference to Exhibit 4.2 to
Registrant's Form 10-Q for the quarter ended September 30, 2000,
File No. 1-10863)

4.14 Fifth Amendment, dated as of October 20, 2000, to Amended and
Restated Receivables Sale Agreement, among York International
Corporation, Asset Securitization Cooperative Corporation and
Canadian Imperial Bank of Commerce (Incorporated by reference to
Exhibit 4.3 to the Registrant's Form 10-Q for the quarter ended
September 30, 2000, File No. 1-10863)

*10.1 Registrant's Amended and Restated 1992 Omnibus Stock Plan
(Incorporated by reference to Exhibit 10.1 to Registrant's Annual
Report on Form 10-Q for the quarter ended March 31, 1997, File No.
1-10863)

*10.2 Amendment No. 1 to the York international Corporation Amended and
Restated 1992 Omnibus Stock Plan, dated February 16, 1999
(Incorporated by reference to Exhibit 10.15 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998,
File No. 1-10863)

*10.3 York International Corporation 1996 Incentive Compensation Plan
(Amended and Restated Effective January 1, 1999) (Incorporated by
reference to Exhibit 10.2 to the Registrant's Quarterly Report on
form 10-Q for the quarter ended June 30, 1999, File No. 1-10863)

*10.4 York International Corporation Supplemental Executive Retirement
Plan (Incorporated by reference to Exhibit 10.12 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993,
File No. 1-10863)

*10.5 York International Corporation Supplemental Executive Retirement
Plan (Incorporated by reference to Exhibit 10.12 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993,
File No. 1-10863)

*10.6 Form of Restricted Stock Agreement by and between Registrant and
certain of its employees

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(Incorporated by reference to Exhibit 10.7 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995, File No.
1-10863)

*10.7 York International Corporation Executive Deferred Compensation
Plan (Incorporated by reference to Exhibit 10.3 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993,
File No. 1-10863)

*10.8 Second Amendment to the York International Corporation Executive
Deferred Compensation Plan, dated as of December 17, 1996
(Incorporated by reference to Exhibit 3.2 to the Registrant's
annual Report on Form 10-K for the year ended December 31, 1996,
File No. 1-10863)

*10.9 Form of Severance Agreement entered into between the Registrant
and certain of its Officers and Employees (Incorporated by
reference to Exhibit 10.1 to Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997, File No. 1-10863)

*10.10 Executive Officer Compensation Agreement between York
International Corporation and John R. Tucker, dated October 22,
1997 (Incorporated by reference to Exhibit 10.12 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998, File No. 1-10863)

*10.11 Third Amendment to the York International Corporation Executive
Deferred Compensation Plan, effective as of October 1, 1999
(Incorporated by reference to Exhibit 10.15 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
File No. 1-10863)

*10.12 Employment Agreement between York International Corporation and
John R. Tucker, dated December 29, 1999 (Incorporated by reference
to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, File No. 1-10863)

*10.13 Employment Agreement between York International Corporation and
Michael R. Young, dated December 29, 1999 (Incorporated by
reference to Exhibit 10.19 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999, File No. 1-10863)

*10.14 Employment Agreement between York International Corporation and
Ole Andersen, dated August 31, 2000 (filed herewith)

*10.15 Employment Agreement between York International Corporation and C.
David Myers, dated March 23, 2000 (filed herewith)

*10.16 Employment Agreement between York International Corporation and
Wayne J. Kennedy, dated December 29, 1999 (filed herewith)

*10.17 Employment Agreement between York International Corporation and
Peter C. Spellar, dated July 27, 2000 (filed herewith)

*10.18 Form of Employment Agreement between York International
Corporation and certain other Key Executive Employees
(Incorporated by reference to Exhibit 10.21 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
File No. 1-10863)

20
23

*10.19 Amendment No. 2 to the York International Corporation Amended and
Restated 1992 Omnibus Stock Plan, dated February 9, 2000
(Incorporated by reference to Exhibit 10.22 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
File No. 1-10863)

*10.20 Amendment No. 3 to the York International Corporation Amended and
Restated 1992 Omnibus Stock Plan, effective July 27, 2000
(Incorporated by reference to Exhibit 10.1 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2000, File No. 1-10863)

*10.21 Settlement Agreement and General Release by and between John R.
Tucker and York International Corporation, dated August 7, 2000
(Incorporated by reference to Exhibit 10.2 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2000, File No. 1-10863)

*10.22 Fourth Amendment to the York International Corporation Executive
Deferred Compensation Plan, effective as of October 1, 2000
(Incorporated by reference to Exhibit 10.3 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2000, File No. 1-10863)

12 Statement re: Computation of Ratio of Earnings to Fixed Charges
(filed herewith)

13 Annual Financial Statements and Review of Operations with
Accountants' Certificate (filed herewith)

21 Subsidiaries of the Registrant (filed herewith)

23 Accountants' Consent (filed herewith)

* Required to be Filed as management contracts, compensatory plans
or arrangements required to be identified pursuant to Item 14(c)
of the registrant's report on Form 10-K.

(b) No reports on Form 8-K have been filed during the last quarter of fiscal
2000.

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24

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

YORK INTERNATIONAL CORPORATION

/S/ Michael R. Young
---------------------------------------------
MICHAEL R. YOUNG
PRESIDENT AND CHIEF EXECUTIVE OFFICER

Date: March 28, 2001

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on this 28th day of March 2001.

SIGNATURE TITLE
--------- -----

/S/ Michael R. Young President and Chief Executive Officer
- ------------------------------------- (Principal Executive Officer)
MICHAEL R. YOUNG

/S/ C. David Myers Vice President and Chief Financial Officer
- ------------------------------------- (Principal Financial Officer)
C. DAVID MYERS

/S/ David R. Heck Controller
- ------------------------------------- (Principal Accounting Officer)
DAVID R. HECK

DIRECTORS
---------

/S/ Gerald C. McDonough*
- -------------------------------------
GERALD C. MCDONOUGH

/S/ W. Michael Clevy*
- -------------------------------------
W. MICHAEL CLEVY

/S/ Malcolm W. Gambill*
- -------------------------------------
MALCOLM W. GAMBILL

/S/ Robert F. B. Logan*
- -------------------------------------
ROBERT F. B. LOGAN

/S/ Paul J. Powers*
- -------------------------------------
PAUL J. POWERS

/S/ Donald M. Roberts*
- -------------------------------------
DONALD M. ROBERTS

/S/ James A. Urry*
- -------------------------------------
JAMES A. URRY

/S/ Michael R. Young
- -------------------------------------
MICHAEL R. YOUNG

* Pursuant to powers of attorney.

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25

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
York International Corporation:

Under date of February 20, 2001, we reported on the consolidated balance sheets
of York International Corporation and subsidiaries as of December 31, 2000 and
1999, and the related consolidated statements of operations, comprehensive
income, cash flows and stockholders' equity for each of the years in the
three-year period ended December 31, 2000, as contained in the 2000 Annual
Financial Statements and Review of Operations to stockholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the annual report on Form 10-K for the year 2000. In connection
with our audits of the aforementioned consolidated financial statements, we also
have audited the financial statement schedule as listed in the accompanying
index. This financial statement schedule is the responsibility of the Company's
management. Our responsibility is to express an opinion on this financial
statement schedule based on our audits.

In our opinion, such financial statement schedule, when considered in relation
to the basic consolidated financial statements taken as a whole, presents
fairly, in all material respects, the information set forth therein.

/S/ KPMG LLP

KPMG LLP

Harrisburg, Pennsylvania
February 20, 2001

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26

SCHEDULE VIII

YORK INTERNATIONAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS

Years Ended December 31, 2000, 1999 and 1998

(thousands of dollars)

Column A Column B Column C Column C Column D Column E
-------- -------- -------- -------- -------- --------
Balance at Additions Additions Balance at
Beginning Costs and Other Close of
Description of Period Expenses Accounts (a) Deductions Period
----------- --------- -------- ----------- ---------- ------

2000
Allowances for Doubtful Accounts $ 31,342 $ 9,004 $ -- $ 15,795 $ 24,551
Warranties $ 39,607 $ 17,002 $ -- $ 15,881 $ 40,728

1999
Allowances for Doubtful Accounts $ 19,911 $ 10,899 $ 8,913 $ 8,381 $ 31,342
Warranties $ 36,488 $ 13,967 $ 1,475 $ 12,323 $ 39,607

1998
Allowances for Doubtful Accounts $ 17,839 $ 8,206 $ -- $ 6,134 $ 19,911
Warranties $ 36,280 $ 13,492 $ -- $ 13,284 $ 36,488

(a) Additions charged to Other Accounts includes liabilities of businesses
acquired in 1999.

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27

EXHIBIT PAGE
NUMBER EXHIBIT INDEX NUMBER

3.1 Amended and Restated Certificate of Incorporation of Registrant
(Incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-3, File No. 33-91292, filed on
June 7, 1995)

3.2 Certificate of Amendment to the Amended and Restated Certificate
of Incorporation dated May 3, 1996 (Incorporated by reference to
Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1996, File No. 1-10863)

3.3 By-Laws of Registrant, restated as of December 17, 1996
(Incorporated by reference to Exhibit 3.3 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1996,
File No. 1-10863)

4.1 Receivables Sale Agreement dated as of March 26, 1997, by and
among the Registrant, as seller and collection agent, Asset
Securitization Cooperative Corporation, as purchaser, and Canadian
Imperial Bank of Commerce, as servicing agent along with the
supporting exhibits (Incorporated by reference to Exhibit 4.1 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1997, File No. 1-10863)

4.2 SECOND AMENDMENT TO AMENDED AND RESTATED RECEIVABLES SALE
AGREEMENT, among the Registrant, as seller and collection agent,
Asset Securitization Cooperative Corporation, as purchaser, and
Canadian Imperial Bank of Commerce, as servicing agent.
(Incorporated by reference to Exhibit 4.1 to Registrant's Form
10-Q for the quarter ended September 30, 1999, File No. 1-10863)

4.3 THIRD AMENDMENT TO AMENDED AND RESTATED RECEIVABLES SALE
AGREEMENT, among the Registrant, as seller and collection agent,
Asset Securitization Cooperative Corporation, as purchaser,
Canadian Imperial Bank of Commerce, as servicing agent
(Incorporated by reference to Exhibit 4.2 to Registrant's Form
10-Q for the quarter ended September 30, 1999, File No. 1-10863)

4.4 Indenture dated as of March 1, 1993 between the Registrant and
Morgan Guaranty Trust Company of New York, as Trustee
(Incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement filed on Form S-3, File No. 33-57178, filed
on January 19, 1993)

4.5 Indenture effective as of June 1, 1998 between the Registrant and
State Street Bank and Trust Company, a Massachusetts chartered
trust company, as Trustee (Incorporated by reference to Exhibit 4
to the Registrant's Form 8-K, File No. 1-10863, filed on May 28,
1998)

4.6 Amended and Restated Credit Agreement, dated as of July 21, 1995
among the Registrant, the several banks and the other financial
institutions from time to time parties to the Agreement and
Canadian Imperial Bank of Commerce, acting through its New York
Agency, as Agent (Incorporated by reference to Exhibit 10.17 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
September 30, 1995, File No. 1-10863)

4.7 First Amendment dated as of May 28, 1997 to the Amended and
Restated Credit Agreement among the Registrant, the several banks
and the other financial institutions from time to time

25
28

parties thereto and Canadian Imperial Bank of Commerce, acting
through its New York Agency, as agent for the Banks along with
supporting exhibits (Incorporated by reference to Exhibit 4.5 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 1997, File No. 1-10863)

4.8 SECOND AMENDMENT, dated as of June 3, 1999, to the Amended and
Restated Credit Agreement among YORK INTERNATIONAL CORPORATION,
the several banks and other financial institutions from time to
time parties thereto and CANADIAN IMPERIAL BANK OF COMMERCE,
acting through its New York Agency, as agent for the Banks
thereunder. (Incorporated by reference to Exhibit 4.1 to
Registrant's Form 10-Q for the quarter ended June 30, 1999, File
No. 1-10863)

4.9 364-DAY REVOLVING CREDIT AGREEMENT, dated as of June 3, 1999,
among York International Corporation, the several banks and other
financial institutions from time to time parties to this Agreement
and Canadian Imperial Bank of Commerce, acting through its New
York Agency as administrative agent for the Banks hereunder.
(Incorporated by reference to Exhibit 4.2 to Registrant's Form
10-Q for the quarter ended June 30, 1999, File No. 1-10863)

4.10 First Amendment, dated as of June 1, 2000, to the 364-Day
Revolving Credit Agreement among YORK INTERNATIONAL CORPORATION,
the several banks and other financial institutions from time to
time parties thereto and CANADIAN IMPERIAL BANK OF COMMERCE,
acting through its New York Agency, as agent for the Banks
thereunder. (Incorporated by references to Exhibit 4.1 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000, File No. 1-10863)

4.11 Third Amendment, dated as of June 1, 2000, to the Amended and
Restated Credit Agreement among YORK INTERNATIONAL CORPORATION,
the several banks and other financial institutions from time to
time parties thereto and CANADIAN IMPRERIAL BANK OF COMMERCE,
acting through its New York Agency, as agent for the Banks
thereunder. (Incorporated by references to Exhibit 4.2 to
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2000, File No. 1-10863)

4.12 Second Amendment, dated as of October 4, 2000, to the 364-Day
Revolving Credit Agreement, among YORK INTERNATIONAL CORPORATION,
the several banks and other financial institutions from time to
time parties thereto and CANADIAN IMPERIAL BANK OF COMMERCE,
acting through its New York Agency, as administrative agent for
the Banks thereunder. (Incorporated by reference to Exhibit 4.1 to
Registrant's Form 10-Q for the quarter ended September 30, 2000,
File No. 1-10863)

4.13 Fourth Amendment, dated as of October 4, 2000, to the Amended and
Restated Credit Agreement, among YORK INTERNATIONAL CORPORATION,
the several banks and other financial institutions from time to
time parties thereto and CANADIAN IMPERIAL BANK OF COMMERCE,
acting through its New York Agency, as agent for the Banks
thereunder (Incorporated by reference to Exhibit 4.2 to
Registrant's Form 10-Q for the quarter ended September 30, 2000,
File No. 1-10863)

4.14 Restated Receivables Sale Agreement, among York International
Corporation, Asset Securitization Cooperative Corporation and
Canadian Imperial Bank of Commerce (Incorporated by reference to
Exhibit 4.3 to the Registrant's Form 10-Q for the quarter ended
September 30, 2000, File No. 1-

26
29

10863)

*10.1 Registrant's Amended and Restated 1992 Omnibus Stock Plan
(Incorporated by reference to Exhibit 10.1 to Registrant's Annual
Report on Form 10-Q for the quarter ended March 31, 1997, File No.
1-10863)

*10.2 Amendment No. 1 to the York international Corporation Amended and
Restated 1992 Omnibus Stock Plan, dated February 16, 1999
(Incorporated by reference to Exhibit 10.15 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1998,
File No. 1-10863)

*10.3 York International Corporation 1996 Incentive Compensation Plan
(Amended and Restated Effective January 1, 1999) (Incorporated by
reference to Exhibit 10.2 to the Registrant's Quarterly Report on
form 10-Q for the quarter ended June 30, 1999, File No. 1-10863)

*10.4 York International Corporation Supplemental Executive Retirement
Plan (Incorporated by reference to Exhibit 10.12 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993,
File No. 1-10863)

*10.5 York International Corporation Supplemental Executive Retirement
Plan (Incorporated by reference to Exhibit 10.12 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993,
File No. 1-10863)

*10.6 Form of Restricted Stock Agreement by and between Registrant and
certain of its employees (Incorporated by reference to Exhibit
10.7 to Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995, File No. 1-10863)

*10.7 York International Corporation Executive Deferred Compensation
Plan (Incorporated by reference to Exhibit 10.3 to Registrant's
Annual Report on Form 10-K for the year ended December 31, 1993,
File No. 1-10863)

*10.8 Second Amendment to the York International Corporation Executive
Deferred Compensation Plan, dated as of December 17, 1996
(Incorporated by reference to Exhibit 3.2 to the Registrant's
annual Report on Form 10-K for the year ended December 31, 1996,
File No. 1-10863)

*10.9 Form of Severance Agreement entered into between the Registrant
and certain of its Officers and Employees (Incorporated by
reference to Exhibit 10.1 to Registrant's Quarterly Report on Form
10-Q for the quarter ended September 30, 1997, File No. 1-10863)
Executive Officer Compensation Agreement between York

*10.10 International Corporation and John R. Tucker, dated October 22,
1997 (Incorporated by reference to Exhibit 10.12 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1998, File No. 1-10863)

*10.11 Third Amendment to the York International Corporation Executive
Deferred Compensation Plan, effective as of October 1, 1999
(Incorporated by reference to Exhibit 10.15 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
File No. 1-10863)

27
30

*10.12 Employment Agreement between York International Corporation and
John R. Tucker, dated December 29, 1999 (Incorporated by reference
to Exhibit 10.16 to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1999, File No. 1-10863)

*10.13 Employment Agreement between York International Corporation and
Michael R. Young, dated December 29, 1999 (Incorporated by
reference to Exhibit 10.19 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1999, File No. 1-10863)

*10.14 Employment Agreement between York International Corporation and
Ole Andersen, dated August 31, 2000 (filed herewith)

*10.15 Employment Agreement between York International Corporation and C.
David Myers, dated March 23, 2000 (filed herewith)

*10.16 Employment Agreement between York International Corporation and
Wayne J. Kennedy, dated December 29, 1999 (filed herewith)

*10.17 Employment Agreement between York International Corporation and
Peter C. Spellar, dated July 27, 2000 (filed herewith)

*10.18 Form of Employment Agreement between York International
Corporation and certain other Key Executive Employees
(Incorporated by reference to Exhibit 10.21 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
File No. 1-10863)

*10.19 Amendment No. 2 to the York International Corporation Amended and
Restated 1992 Omnibus Stock Plan, dated February 9, 2000
(Incorporated by reference to Exhibit 10.22 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999,
File No. 1-10863)

*10.20 Amendment No. 3 to the York International Corporation Amended and
Restated 1992 Omnibus Stock Plan, effective July 27, 2000
(Incorporated by reference to Exhibit 10.1 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2000, File No. 1-10863)

*10.21 Settlement Agreement and General Release by and between John R.
Tucker and York International Corporation, dated August 7, 2000
(Incorporated by reference to Exhibit 10.2 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2000, File No. 1-10863)

*10.22 Fourth Amendment to the York International Corporation Executive
Deferred Compensation Plan, effective as of October 1, 2000
(Incorporated by reference to Exhibit 10.3 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended September 30,
2000, File No. 1-10863)

12 Statement re: Computation of Ratio of Earnings to Fixed Charges
(filed herewith)

13 Annual Financial Statements and Review of Operations with
Accountants' Certificate (filed herewith)

21 Subsidiaries of the Registrant (filed herewith)

28
31

23 Accountants' Consent (filed herewith)

* Required to be Filed as management contracts, compensatory plans
or arrangements required to be identified pursuant to Item 14(c)
of the registrant's report on Form 10-K.

29