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

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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, 2001

COMMISSION FILE NUMBER: 1-10863

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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:

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 22, 2002, there were 39,275,428 shares of the registrant's
Common Stock outstanding, and the aggregate market value of the Common Stock
held by non-affiliates was $1,344,970,606 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

Portions of the registrant's Annual Financial Statements and Review of
Operations for the year ended December 31, 2001 are incorporated by reference
into Parts I, II and IV.

Portions of the registrant's definitive Proxy Statement pertaining to the
Annual Meeting, to be held May 23, 2002, are incorporated by reference into Part
III.

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YORK INTERNATIONAL CORPORATION

FORM 10-K

YEAR ENDED DECEMBER 31, 2001

INDEX

PART I

ITEM 1. BUSINESS.

GENERAL

York International Corporation and its consolidated subsidiaries (the
Company, which may be referred to as we, us or our) are a full-line, global
designer and manufacturer of heating, ventilating, air conditioning and
refrigeration (HVAC&R) products. We believe that we are the third largest
manufacturer and marketer of HVAC&R products in the United States and one of the
leading companies in the HVAC&R industry internationally. Our air conditioning
systems range from a one ton* unit for a small residence to large systems
installed in high-rise residential and commercial buildings. In 2001, our
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 Kennedy
Space Center, 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.

We were founded in 1874 in York, Pennsylvania. From 1956 until 1986 we were
a part of Borg-Warner Corporation. In 1986, we were spun off to Borg-Warner
shareholders and became an independent, publicly held company. In 1988, we were
purchased in a leveraged buyout. In 1991, we completed an initial public
offering of our common stock. During the 1990's, we expanded our worldwide
presence through growth and acquisitions. In 1999, we further expanded our
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, we have manufacturing facilities in 10
states and 8 foreign countries. As of December 31, 2001, we employed
approximately 23,600 people worldwide. Our principal executive offices are
located at 631 South Richland Avenue, York, Pennsylvania 17403, and our
telephone number is (717) 771-7890.

STRATEGY

Our strategy is to focus on the global heating, ventilating, air
conditioning, and refrigeration equipment markets, refrigeration contracting,
and the worldwide service, repair and replacement markets. We have grown, and
expect to continue to grow, through expansion of services, product development,
acquisition of businesses, establishment of joint ventures and licensing of
technology in the HVAC&R industry.

We intend to continue our strategy of increasing our market share by
developing our product range to offer a complete line of environmentally
acceptable and energy efficient products. We seek to take advantage of
regulatory changes by developing products that comply with tightening
environmental and energy

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* 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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efficiency requirements and regulations before they become effective. We have
implemented our environmental strategy by developing product lines that utilize
our 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 refrigerants. Screw and centrifugal compressors
utilize designs which separate the refrigerant from the motor housing. See
Environmental Matters discussion below. We have increased the overall efficiency
of our 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.

We are also seeking to expand into new markets. We intend to expand sales
of our equipment throughout the international markets by enhancing our product
lines and expanding our distribution capabilities. In addition, we intend to
strategically expand our service offering internationally.

We also focus on controlling manufacturing and operating expenses and thus
improving our operating margins by redesigning products, acquiring more
efficient manufacturing equipment and processes and reducing costs not directly
associated with the manufacturing process. In addition, our planning process
enables us to carefully monitor the amount of capital used in our business and
to reposition our segments in light of changing conditions throughout the year.
We believe that our management stock ownership plans and management incentive
compensation plans, which reward the management team of each segment for
achieving the planned objectives of that segment, are key elements in
implementing our strategies and contributing to meeting financial objectives.

PRODUCTS AND MARKETS

All of our products are in the HVAC&R industry, and we operate solely in
this industry. Within HVAC&R, our business is comprised of four segments:
Engineered Systems Group, York Refrigeration Group, Unitary Products Group and
Bristol Compressors. Engineered Systems Group (ESG) 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 Group
(YRG) produces commercial and industrial refrigeration systems and gas
compression equipment designed for the food, beverage, chemical and
petrochemical processing industries as well as marine applications. Unitary
Products Group (UPG) produces heating and air conditioning solutions designed
for use in residential and light commercial applications. Bristol Compressors
(Bristol) manufactures reciprocating and scroll compressors for our use and for
sale to original equipment manufacturers and wholesale distributors. Our
engineered systems products and refrigeration and gas compression equipment are
designed specifically for the customer's needs and applications.

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The following table sets forth net sales by product and geographic market:

Additional financial information about our segments, U.S. and non-U.S.
operations, and export sales is incorporated herein by reference to Note 16 on
pages 35 to 38 of the Annual Financial Statements and Review of Operations.

ENGINEERED SYSTEMS GROUP

Our Engineered Systems Group produces and sells heating and air
conditioning solutions for both new construction and replacement for the full
range of commercial building types worldwide. ESG's 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 regulate individual components or the entire heating,
ventilating and air conditioning (HVAC) system. ESG, through our world-wide
service organization, also provides a complete range of maintenance and repair
services. ESG 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 a broad range of water chilling products in the HVAC industry
driven with electricity, gas and steam utilizing centrifugal, screw, scroll and
reciprocating compressors in addition to 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.

ESG's products are principally manufactured in York, Pennsylvania; Albany,
Missouri; Hattiesburg, Mississippi; San Antonio, Texas; Roanoke, Virginia;
Curitiba, Brazil; Basildon, England; Carquefou, France; Nantes, France; Wuxi,
China; Guanghzou, China; Laem Chabang, Thailand; Johannesburg, South

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Africa; Durango, Mexico; and Monterrey, Mexico. Many of the components of ESG's
products, such as motors, control elements and castings, are purchased from
outside suppliers. The other components are custom manufactured by us. Using
these components and based upon specific design specifications, ESG's products
are machined, assembled, tested and shipped from the above locations.

ESG's products are distributed globally through a combination of our sales
and service offices, sales agents, and independent distributors. Our sales
engineers operating out of our sales and service offices around the world
account for approximately 75% of ESG's 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 ESG's business. Parts are sold from all our offices as
well as from major regional distribution centers in Baltimore, Maryland; Miami,
Florida; Singapore; Hong Kong SAR, China; Shanghai, China; Dubai, U.A.E.; and
Basildon, England. Repair, maintenance and start up services are provided
globally by technicians employed by us. We provide maintenance and repair
services for both our equipment and that of third parties, although the majority
of the work is performed on our equipment. The aftermarket is a key growth
opportunity, and, therefore, a 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.
ESG's extensive service experience in North America provides an excellent
template for expansion of the business globally. During the year 2001, we,
through acquisition, added General Refrigermetics Corporation and Arduman to
augment ESG's extensive service business in the U.S. and the Middle East,
respectively.

We market ESG's chiller products under the "YORK" brand name and market air
handling equipment under the "YORK", "MILLER-PICKING", 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 ESG participates are very competitive. ESG's
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, we
compete primarily with two large worldwide manufacturers, Carrier, a United
Technologies Corporation company, and Trane Company, a division of American
Standard Companies Inc. In the international market, we compete primarily with
Carrier, Trane, local manufacturers in Europe, and a number of Japanese
manufacturers.

YORK REFRIGERATION GROUP

Our York Refrigeration Group develops, contracts, manufactures, integrates
and distributes products and systems globally for the marine, industrial and
commercial refrigeration markets. YRG produces screw and reciprocating
compressors, condensers, evaporators, heat exchangers, industrial and marine
chillers, 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 us to produce highly reliable
refrigeration systems required for industrial and commercial applications in the
food, beverage, chemical and petroleum industries as well as marine
applications. Our refrigeration and gas compression equipment is engineered and
manufactured to customer specifications. YRG 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

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product freezing and for maintaining these products in warehouses, distribution
centers and retail outlets. YRG's systems are also in use in sporting venues.

We market our refrigeration and gas compression equipment under the "YORK",
"SABROE", "FRICK", "NOVENCO", "FRIGID COIL", "IMECO", "ACUAir", "GRAM
REFRIGERATION", and "YORK BONUS" brands. The products are sold by our sales
engineers located in 14 offices and a national network of more than 50
independent agents in the U.S. as well as our 60 owned sales, contracting and
service offices, independent distributors, and agents outside the U.S. In
addition, we believe that developing countries offer opportunities for
increasing sales of refrigeration equipment.

Refrigeration equipment is manufactured at our owned facilities in Dixon,
Illinois; Polo, Illinois; Waynesboro, Pennsylvania; Sao Paulo, Brazil; Aarhus,
Naestved, and Hornslet, Denmark; and at a leased facility in Santa Fe Springs,
California.

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

UNITARY PRODUCTS GROUP

Our Unitary Products Group 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.

UPG's 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. "YORK" is our full line brand, which is sold through
our 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. Our other brands are sold through more than 200
non-exclusive distributors primarily for resale to contractors. We also sell
unitary products in the manufactured housing industry in North America on an
original equipment manufacturer basis through an exclusive distributor.

UPG sales include both new installations and replacement systems. We
estimate that more than half of UPG revenues in North America are attributable
to the replacement market. The replacement market is not affected by levels of
new home construction and 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 Norman, Oklahoma; Wichita, Kansas; and Monterrey, Mexico.
UPG's manufacturing process relies on the purchase of certain components
(including hermetic compressors, copper tube, fan motors, fan blades and control

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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 residential product lines as
there is often relatively little perceived differentiation. In the U.S. market,
we compete with three large worldwide manufacturers, Carrier, Trane and Lennox,
in addition to numerous national manufacturers such as Goodman, Rheem and
Nordyne.

BRISTOL COMPRESSORS

Bristol Compressors manufactures reciprocating and scroll compressors for
our use and for sale to original equipment manufacturers and wholesale
distributors. A compressor is an integral part of an air conditioning system.
Our unitary products use compressors manufactured by Bristol as well as those
purchased from other vendors. Approximately 80% of Bristol's revenues are
attributable to sales of products to other air conditioning equipment
manufacturers or wholesale distributors.

We market our Bristol products under the "BRISTOL" brand. Sales of Bristol
products are directly correlated to the factors affecting demand for unitary
products discussed previously in the Unitary Products Group section.

Bristol markets an Inertia reciprocating compressor that directly competes
against other technologies in meeting high efficiency requirements. We are also
producing successors to the Inertia compressor with lower applied cost to the
customer and equivalent performance. Bristol has also developed a new compressor
design known as TS 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 products are currently manufactured at our factories in Bristol,
Virginia and Sparta, North Carolina, and by Scroll Technologies in Arkadelphia,
Arkansas. We are in the process of closing operations at Sparta. As with our
other products, Bristol products are assembled using purchased parts (including
motors, castings, forgings and electronic components) as well as parts
manufactured by us.

Bristol competes directly with two United States manufacturers, Copeland
Corporation, a subsidiary of Emerson Electric Inc., and Tecumseh, a division of
Tecumseh Corporation. Also, we compete internationally with L.G. Electronics,
Matsushita Electric Industrial Co., Ltd., and SANYO Electric Co., Ltd.

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RAW MATERIALS AND PURCHASED COMPONENTS

We purchase compressors, steel, copper, aluminum, electric motors,
castings, forgings, stampings, fabricated copper tubes, electronic starters and
controls, aluminum fins, 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 we use a single supplier. We believe that we have adequate sources of
supplies of raw materials and component parts for our manufacturing
requirements. In order to hedge against certain raw material price increases, we
enter into commodity forward contracts for the purchase of certain raw
materials, principally copper. Additional information about our commodity
forward contracts contained under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations, Market Risk" on pages
10 to 11 of the Annual Financial Statements and Review of Operations is
incorporated herein by reference.

PATENTS AND TRADEMARKS

We hold numerous patents that relate to the design and use of our products
that we consider important, but not essential, to the overall conduct of our
business. It is our policy to obtain patent protection for as many of our new
and developmental products as possible, and to enforce such patent rights as
appropriate. No patents which we consider material will expire within the next
five years.

We own several trademarks that we consider important in the marketing of
our products as discussed in each of the business segment sections. We believe
that our rights in these trademarks are adequately protected and of unlimited
duration.

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

In addition to our wholly-owned production and distribution facilities, we
produce, distribute and service products through our participation in several
joint ventures, which are described in the following table:

We received dividends from affiliates of $2.9 million, $4.8 million and
$1.0 million in 2001, 2000 and 1999, respectively. Our total investments in
affiliates were $25.0 million and $24.9 million as of December 31, 2001 and
2000, respectively. Our sales to affiliates are less than 1% of our total
revenues.

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MAJOR CUSTOMERS

During 2001, no customer, distributor, dealer or licensee accounted for
more than 10% of our revenues. The loss of a few customers, distributors,
dealers or licensees would not have a material adverse effect on our business.

BACKLOG

The following table sets forth backlog by business segment:

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

GOVERNMENT CONTRACTS

On an ongoing basis approximately 1% of our sales are related to contracts
for the U.S. Navy, for both research and development and equipment. Contracts
vary in duration from one to several years. If these contracts were to be
terminated, we would be entitled to reimbursement of costs incurred and to a
payment of a reasonable allowance for profit on work actually performed. We also
sell equipment on standard commercial terms to contractors and others who
incorporate it into U.S. government projects.

RESEARCH AND DEVELOPMENT

Our 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 2001, 2000
and 1999, we spent $46.2 million, $46.9 million and $41.0 million, respectively,
for all product development activities.

ESG 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 2001, in keeping with its ongoing efforts at improving product
energy efficiency and expanding the use of more environmentally friendly
refrigerants, ESG launched a number of new products. These included new Max E
centrifugal and screw chiller models in various ranges using HFC refrigerants, a
new line of system controls offered as factory packaged controls for air
handling units, and ECO2 packaged rooftop units in the 50-95 ton range featuring
an HFC-407C option.

YRG is currently developing screw compressors for gas compression and food
and beverage refrigeration and a semihermetic type compressor for the A/C
chiller market. Also, a new common compressor control unit is being developed as
well as a platform for plant control systems in contracting units to be used in

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connection with application development. Concurrently, introduction of updated
versions of the Quantum and UniSab II compressor controllers has strengthened
the existing range of control. In 2001, YRG launched the first model of a new
range of compressors for natural gas gathering (NGC 300), the first two
semihermetic compressors type YRS, and Rotatune reciprocating and screw
compressor packages with variable speed drive, featuring lower power consumption
than traditional packages. Requirements for alternative refrigerants have led to
a range of compressor and freezing package introductions using carbon dioxide as
refrigerant for marine and land-based installations. This technology is used for
lower temperatures and higher output of our customers' equipment compared to
traditional solutions. YRG's research and development is focused on the core
competencies within compression and controls, thermodynamics and manufacturing
technologies. These technologies are the basis of optimization, cost reductions
and price performance as well as development of new and enhanced product
introductions. YRG's new Test Center in Aarhus, Denmark was opened in 2001 and
improved our ability to test large compressors, new products and refrigerants
and to provide customer witnessed tests of equipment.

UPG continues to redesign its product line for lower sound ratings and
greater efficiency on our higher tiered premium product line, and manufacturing
cost effectiveness on our 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, or 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 manufactured housing
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 Technologies.

EMPLOYEES

As of December 31, 2001, we employed approximately 23,600 persons
worldwide. Approximately 11,200 persons are employed in the U.S. and 12,400
persons are employed in foreign countries. Approximately 2,115 U.S. employees
are covered by collective bargaining agreements that expire at various dates and
are generally for a term ranging from three to five years. We consider our
relations with our employees to be satisfactory.

ENVIRONMENTAL MATTERS

Environmental laws that affect or could affect our U.S. 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.

Our 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 U.S. In 1993, the Council of European Communities
agreed on European Community regulation number 1836/93 that recommended that
each company voluntarily complete an ECO-Audit. We have completed these audits
at our European facilities.

In September 1987, the U.S. became a signatory to an international
agreement titled the Montreal Protocol on Substances that Deplete the Ozone
Layer, or 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

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conditioning and refrigeration equipment. In 1988, the EPA issued regulations
under the Clean Air Act implementing the Montreal Protocol in the U.S. 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 U.S.

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. In May 1995, 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 our manufactured products contains Class I substances. Class I
substances previously used by us have been substituted with Class II substances
or substances that are currently unregulated. We do, 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 uses Class I and Class II substances. We train and license our service
technicians in service and maintenance procedures that comply with the new
regulations. Therefore, we believe that the new regulations will not have a
material adverse effect on our 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 our technology
enables us to modify existing equipment for use with Class II substances, we
believe that this will continue to generate additional service revenues. While
we expect 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.

We, in conjunction with major chemical manufacturers, are continually in
the process of reviewing and addressing the impact of refrigerant regulations on
our products. We believe 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, we do not foresee any material adverse impact on
our business or competitive position as a result of the Montreal Protocol, the
1990 Clean Air Act amendments or their implementing regulations. However, we
believe that the implementation of severe restrictions on the production,
importation or use of refrigerants employed in larger quantities by us could
have such an impact. We believe that the engineered systems products that we
have 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 us and all of
our competitors for unitary products, design modifications would be required.

GOVERNMENTAL REGULATIONS

We are subject to regulations promulgated under the National Appliance
Energy Conservation Act of 1987, as amended, and various state regulations
concerning the energy efficiency of our products. We have developed and are
developing products that will comply with these regulations, and do not believe
that such regulations will have a material adverse effect on our business.

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EXECUTIVE OFFICERS

Our executive officers are as follows:

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 York
Refrigeration Group since June 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.

12

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 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.

13

ITEM 2. PROPERTIES.

Our principal offices are located in York, Pennsylvania on an approximately
71 acre site owned by us. The following table lists our principal manufacturing
facilities:

- ---------------

* We are in the process of closing operations at Sparta.

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 as storage and are available for expansion.

In addition to the properties described above, we lease facilities
worldwide for use as sales and service offices and regional warehouses. We
believe that our properties are in good condition and adequate for our
requirements. We believe that our principal plants are generally adequate to
meet our production plans pursuant to our long-term sales goals.

14

In the ordinary course of its business, we monitor the condition of our
facilities to ensure that they remain adequate to meet our long-term sales goals
and production plans. We make 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.

ITEM 3. LEGAL PROCEEDINGS.

We are a party to lawsuits arising in the ordinary course of business. We
believe that no pending lawsuit will result in any material adverse effect to
us.

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

There were no matters submitted to our security holders during the fourth
quarter of 2001.

PART II

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

Our common stock trades on the New York Stock Exchange under the symbol
"YRK". On March 22, 2002, we had 4,792 holders of record of our common stock.

TRADING AND DIVIDEND INFORMATION

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 our
profitability, financial condition, cash requirements and future prospects and
limitations imposed by our credit agreements.

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.

15

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 to 13 of
the Annual Financial Statements and Review of Operations is incorporated herein
by reference in response to this item.

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 10 to 11 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 15 to 40 of the Annual Financial Statements and Review of
Operations and Summary of Quarterly Results (unaudited) are contained on page 41
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 2002 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 2002 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 2002 Proxy Statement
is incorporated herein by reference in response to this item.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Information contained under the caption "Ownership of Common Stock" in the
Registrant's definitive 2002 Proxy Statement is incorporated herein by reference
in response to this item.

16

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 15 to
40 of the Annual Financial Statements and Review of Operations:

Consolidated Balance Sheets -- as of December 31, 2001 and 2000
Consolidated Statements of Operations -- years ended December 31,
2001, 2000, and 1999
Consolidated Statements of Comprehensive Income (Loss) -- years
ended December 31, 2001, 2000 and 1999
Consolidated Statements of Cash Flows -- years ended December 31,
2001, 2000 and 1999
Consolidated Statements of Stockholders' Equity -- years ended
December 31, 2001, 2000 and 1999
Notes to Consolidated Financial Statements

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

II Valuation and Qualifying Accounts -- years ended December 31,
2001, 2000 and 1999; (Page 23 of Form 10-K)

All other schedules are omitted as they are not applicable.

Independent Auditors' Report Covering Financial Statement Schedule;
(Page 22 of Form 10-K)

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

17

4.2 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)
4.3 Senior Indenture dated as of August 9, 2001 between the
Registrant and the Bank of New York, as Trustee
(Incorporated by reference to Exhibit 4.2 to the
Registrant's Registration Statement filed on Form S-3, File
No. 333-59678, filed on April 27, 2001)
4.4 364-Day Credit Agreement, dated as of May 29, 2001, among
York International Corporation as borrower, the initial
lenders named therein, as initial lenders, Citibank, N.A.,
as administrative agent, The Chase Manhattan Bank, as
syndication agent, Bank of Tokyo-Mitsubishi, First Union
National Bank, and Fleet National Bank, as documentation
agents, and JP Morgan Securities, Inc. and Salomon Smith
Barney Inc., as joint lead arrangers and joint bookrunners.
(Incorporated by reference to Exhibit 4.2 to Registrant's
Form 10-Q for the quarter ended June 30, 2001, File No.
1-10863)
4.5 Five Year Credit Agreement, dated as of May 29, 2001, among
York International Corporation, as borrower, the initial
lenders and initial issuing bank named therein, as initial
lenders and initial issuing bank, Citibank, N.A., as
administrative agent, The Chase Manhattan Bank, as
syndication agent, Bank of Tokyo-Mitsubishi, First Union
National Bank, and Fleet National Bank, as documentation
agents, and JP Morgan Securities, Inc. and Salomon Smith
Barney Inc., as joint lead arrangers and joint bookrunners.
(Incorporated by reference to Exhibit 4.3 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30,
2001, File No. 1-10863)
4.6 Receivables Purchase Agreement, dated as of December 21,
2001, among York Receivables Funding LLC, York International
Corporation, as Servicer, The Members of Various Purchaser
Groups From Time to Time Party Hereto and PNC Bank, National
Association, as Administrator (filed herewith)
4.7 Purchase and Sale Agreement, dated as of December 21, 2001,
between York International Corporation and Bristol
Compressors, Inc., as originators, and York Receivables
Funding LLC (filed herewith)
*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

18

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 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)
*10.6 York International Corporation Amended and Restated
Executive Deferred Compensation Plan, effective July 1, 2001
(Incorporated by reference to Exhibit 10.1 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001, File No. 1-10863)
*10.7 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)
*10.8 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)
*10.9 Employment Agreement between York International Corporation
and Ole Andersen, dated August 31, 2000 (Incorporated by
reference to Exhibit 10.14 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 2000, File No.
1-10863)
*10.10 Employment Agreement between York International Corporation
and C. David Myers, dated March 23, 2000 (Incorporated by
reference to Exhibit 10.15 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 2000, File No.
1-10863)
*10.11 Employment Agreement between York International Corporation
and Wayne J. Kennedy, dated December 29, 1999 (Incorporated
by reference to Exhibit 10.16 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2000, File No.
1-10863)
*10.12 Employment Agreement between York International Corporation
and Peter C. Spellar, dated July 27, 2000 (Incorporated by
reference to Exhibit 10.17 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 2000, File No.
1-10863)
*10.13 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)

19

*10.14 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)
*10.15 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)
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 2001.

20

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 22, 2002

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 22nd day of March 2002.

- ---------------
* Pursuant to powers of attorney.

21

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
York International Corporation:

Under date of February 15, 2002, we reported on the consolidated balance
sheets of York International Corporation and subsidiaries as of December 31,
2001 and 2000, and the related consolidated statements of operations,
comprehensive income (loss), cash flows and stockholders' equity for each of the
years in the three-year period ended December 31, 2001, as contained in the 2001
Annual Financial Statements and Review of Operations. These consolidated
financial statements and our report thereon are incorporated by reference in the
annual report on Form 10-K for the year 2001. 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 15, 2002

22

SCHEDULE II

YORK INTERNATIONAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS

- ---------------

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

23

EXHIBIT INDEX

24

4.6 Receivables Purchase Agreement, dated as of December 21,
2001, among York Receivables Funding LLC, York International
Corporation, as Servicer, The Members of Various Purchaser
Groups From Time to Time Party Hereto and PNC Bank, National
Association, as Administrator (filed herewith)
4.7 Purchase and Sale Agreement, dated as of December 21, 2001,
between York International Corporation and Bristol
Compressors, Inc., as originators, and York Receivables
Funding LLC (filed herewith)
*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 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)
*10.6 York International Corporation Amended and Restated
Executive Deferred Compensation Plan, effective July 1, 2001
(Incorporated by reference to Exhibit 10.1 to Registrant's
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2001, File No. 1-10863)
*10.7 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)
*10.8 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)
*10.9 Employment Agreement between York International Corporation
and Ole Andersen, dated August 31, 2000 (Incorporated by
reference to Exhibit 10.14 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 2000, File No.
1-10863)

25

*10.10 Employment Agreement between York International Corporation
and C. David Myers, dated March 23, 2000 (Incorporated by
reference to Exhibit 10.15 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 2000, File No.
1-10863)
*10.11 Employment Agreement between York International Corporation
and Wayne J. Kennedy, dated December 29, 1999 (Incorporated
by reference to Exhibit 10.16 to Registrant's Annual Report
on Form 10-K for the year ended December 31, 2000, File No.
1-10863)
*10.12 Employment Agreement between York International Corporation
and Peter C. Spellar, dated July 27, 2000 (Incorporated by
reference to Exhibit 10.17 to Registrant's Annual Report on
Form 10-K for the year ended December 31, 2000, File No.
1-10863)
*10.13 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)
*10.14 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)
*10.15 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)
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.

26