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, 2002
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. [ ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).
YES [X] NO [ ]

As of the last business day of the registrant's most recently completed second
fiscal quarter (June 28, 2002), the aggregate market value of the Common Stock
held by non-affiliates was $1,317,927,218 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.)

As of March 7, 2003, there were 39,655,465 shares of the registrant's common
stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant's Annual Financial Statements and Review of
Operations for the year ended December 31, 2002 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 22, 2003, are incorporated by reference into Part III.

YORK INTERNATIONAL CORPORATION

FORM 10-K

YEAR ENDED DECEMBER 31, 2002

INDEX

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

PART I

1. Business. 1

2. Properties. 12

3. Legal Proceedings. 13

4. Submission of Matters to a Vote of Security Holders. 13

PART II

5. Market for Registrant's Common Equity
and Related Stockholder Matters. 14

6. Selected Financial Data. 14

7. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 14

7a. Quantitative and Qualitative Disclosure about Market Risk. 14

8. Financial Statements and Supplementary Data. 15

9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure. 15

PART III

10. Directors and Executive Officers of the Registrant. 16

11. Executive Compensation. 16

12. Security Ownership of Certain Beneficial Owners and Management and
Related Stockholder Matters. 16

13. Certain Relationships and Related Transactions. 16

14. Controls and Procedures. 16

PART IV

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

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 such 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. Our products are sold in over 125
countries and are in use in such diverse locations as the Petronas Towers in
Malaysia, the British Houses of Parliament, the Tokyo World Trade Center, Pudong
International Airport in Shanghai, 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, and over the years we have
undergone various ownership changes. Since 1991, we have been an independent,
publicly held company. 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, products, and
services.

Headquartered in York, Pennsylvania, we have manufacturing facilities in 9
states and 8 foreign countries. As of December 31, 2002, we employed
approximately 22,800 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, and establishment of joint ventures in the HVAC&R
industry.

We intend to continue our strategy of increasing our market share globally 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 efficiency requirements and regulations before they
become effective. 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 focus on controlling manufacturing and operating expenses and strive to
improve 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 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.

- ------------------------
* 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.

1

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 was comprised of four segments during
2002: 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 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 customers' needs and applications.

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

(in thousands) 2002 2001 2000
- --------------------------------------------------------------------------------------------------

Engineered Systems Group $ 1,865,571 $ 1,927,283 $ 1,859,695
York Refrigeration Group 931,247 936,883 1,000,393
Unitary Products Group 736,789 755,860 753,052
Bristol Compressors 515,372 509,706 525,716
Eliminations (205,606) (209,636) (255,649)
- --------------------------------------------------------------------------------------------------
Total net sales $ 3,843,373 $ 3,920,096 $ 3,883,207
- --------------------------------------------------------------------------------------------------
U.S. 48% 48% 48%
Non-U.S. 52% 52% 52%
- --------------------------------------------------------------------------------------------------
100% 100% 100%
- --------------------------------------------------------------------------------------------------

Effective January 1, 2003, we consolidated our YRG and ESG segments and
reorganized management of the combined business on a geographic basis.

Additional financial information about our segments, U.S. and non-U.S.
operations, and export sales is incorporated herein by reference to Note 17 on
pages 38 to 41 of the Annual Financial Statements and Review of Operations.

BACKLOG

The following table sets forth backlog by business segment:

DECEMBER 31,
(in thousands) 2002 2001
- --------------------------------------------------------------------------------------

Engineered Systems Group $ 433,667 $ 445,440
York Refrigeration Group 317,229 287,307
Unitary Products Group 39,118 46,225
Bristol Compressors 85,945 72,978
- --------------------------------------------------------------------------------------
Total backlog $ 875,959 $ 851,950
- --------------------------------------------------------------------------------------

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

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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 its world-wide service
organization, also provides a complete range of maintenance and repair services,
including remanufactured compressors and rental chillers for temporary cooling
needs. 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 ESG 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 an innovative 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.

During 2002, ESG expanded its packaged centrifugal chiller line up to 2,700 tons
and also reduced cost and improved the efficiency of the entire HFC centrifugal
chiller line. A new line of water-cooled HFC chillers with semi-hermetic screw
compressors extending up to 365 tons was introduced. In the small tonnage
chiller area, ESG introduced a new more energy efficient line of air-cooled
scroll chillers up to 100 tons. Additional features were added to the packaged
rooftop unit line in the 45-95 ton range. Equipment and systems controls were
enhanced and given additional capabilities with regard to integration into a
wide variety of building automation systems. In early 2003, ESG plans to
introduce a completely new air handling unit line.

In ESG's service business, strong efforts were made to address the low-rise
commercial market with particular emphasis on multi-site owners. We entered the
rental chiller business in 2002 with emphasis on meeting the temporary cooling
needs of our existing customer base. Early in 2003, we plan to pilot an HVAC
outsourcing program with several key customers as well as introduce a variable
speed drive offer for the retrofit market.

The global commercial HVAC equipment 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.

Demand for ESG service and repair parts generally increases during summer
months. The overall effect of seasonality is partially mitigated by sales of
equipment for which demand is less seasonal.

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 an important portion of
ESG's business. Parts are sold from all of 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 as well as compressor

3

remanufacturing for both our equipment and that of third parties, although the
majority of the work is performed on our equipment.

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", "NATKIN", "UNITED MECHANICAL SERVICES",
and "GENERAL REFRIGERMETICS" brands. Parts are marketed under the "YORK" and
"SOURCE 1" brands. No single customer accounts for more than 10% of ESG
revenues.

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.

On an ongoing basis approximately 3% of ESG 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.

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 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 design specifications, ESG's products are
machined, assembled, tested, and shipped from the above locations.

YORK REFRIGERATION GROUP

Our York Refrigeration Group develops, contracts, manufactures, integrates, and
distributes products and systems globally for the marine and industrial
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 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 product freezing and
for maintaining these products in warehouses, distribution centers, and retail
outlets. YRG's systems are also in use in sporting venues.

Requirements for YRG's contracting business historically have been seasonal,
with increased demand generally in the summer months. The overall effect of
seasonality is partially mitigated by sales of equipment for which demand is
less seasonal.

4

YRG has continued the development of screw compressors for food and beverage
refrigeration, for natural gas gathering, and for the A/C chiller market. New
compressor types (including variable speed compressors, gear-driven gas
compressors, and semi-hermetic high-efficiency compressors) have successfully
been launched and well received by the market.

The new global compressor control unit common for YRG's compressor packages was
developed over the past two years and is currently in the test phase with
expected launch in 2003. During 2002, a new vibration monitoring control system
for screw compressors was introduced.

YRG's line of reciprocating compressors has been updated with new service
friendly features, which can be retrofitted on the large installed base of this
compressor type. Furthermore the application range has been extended in order to
permit a more broad usage of the environmentally safe refrigerant, CO2. This has
lead to a substantial growth in the sale of CO2 packaged units in Europe.

YRG has also introduced the PowerPAC - a range of packaged liquid coolers with
ammonia as refrigerant, featuring high efficiencies and low charge of
refrigerant.

The current development programs are focused on continuous improvements of the
existing range of compressors, heat exchangers, and controls. They also address
development of new front end products that will meet the future market
requirements for low cost, high efficiency, robust, and low noise equipment
controlled by versatile and uncomplicated control equipment.

We market our refrigeration and gas compression equipment under the "YORK",
"SABROE", "FRICK", "NOVENCO", "FRIGID COIL", "IMECO", "ACUAir", "GRAM
REFRIGERATION", and "YORK BONUS" brands. No single customer accounts for more
than 10% of YRG revenues. Our 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.

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.

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. We are in the process of consolidating our Polo and Dixon
manufacturing facilities into a single expanded facility in Dixon.

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.

5

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 Millennium commercial
split system and Magnum rooftop lines lead the industry in efficiency and
feature set value. The Stealth series residential Heat Pump, utilizing Twin
Single, or TS, compressor technology, is an industry first. An entirely new high
efficiency gas furnace, designed specifically for the growing residential new
construction housing market, will make the York, Luxaire, and Coleman brands
even more competitive in the new home market.

Also, currently under design is a new, upscale air conditioner for the growing
residential replacement market. This new design will incorporate alternate
refrigerant technology with lower sound ratings to capitalize on the upscale
custom home market.

UPG markets its products under the "YORK", "LUXAIRE", "FRASER-JOHNSON",
"COLEMAN", "WINCHESTER", and "GUARDIAN" 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. 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. No single customer accounts
for more than 10% of UPG revenues.

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.

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.

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 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.

BRISTOL COMPRESSORS

Bristol Compressors manufactures reciprocating compressors from 1 to 25 tons
and, through our joint venture in Scroll Technologies, scroll compressors from 1
to 7 1/2 tons. These compressors are used in York International products and are
sold 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. Two manufacturers, Goodman and Carrier, each account for more than
10% of Bristol's revenue.

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.

6

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.

Bristol plans to introduce the "Benchmark" reciprocating compressor in 2003. The
"Benchmark" will compete directly with scroll compressors and is expected to
have a lower applied cost. This compressor meets or exceeds the efficiency of
and is quieter than its scroll competition. The "Benchmark" will be offered with
both R-22 and R-410A refrigerants.

Bristol's "Infinity Scroll," with reduced sound levels and lower applied costs
than our previous scroll offerings, went into production in 2002.

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 factory in Bristol, Virginia,
and by Scroll Technologies in Arkadelphia, Arkansas. 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 relies on a single vendor for certain components used in its
compressors. Due to consolidation in the vendor's industry, there are limited
alternate sources of supply. We believe an alternate source of supply is
attainable in the event the current vendor is unable to supply the component.
However, a change in vendors would cause a delay in production and loss of
sales, which would adversely impact the results of operations of Bristol and our
consolidated results of operations.

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. Except for certain
components purchased by Bristol for use in its compressors, alternate sources of
supply are available for all raw materials and components for which we use a
single supplier. 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
9 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.

7

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

In addition to our wholly-owned and majority-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:

JOINT VENTURE
PRINCIPAL JOINT VENTURE (PERCENT OWNED BY PRINCIPAL
LOCATION PARTNER THE COMPANY) PRODUCTS/SERVICES MARKETS SERVED
- -----------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

Saudi Arabia Al Salem United Al Salem-York Services Service and repair of Saudi Arabia
Contracting Co. Ltd. (50%) air conditioning
equipment

Saudi Arabia Al Salem United Al Salem York Produce central air Saudi Arabia
Contracting Co. Manufacturing Co. conditioning units, split
Ltd. (50%) air conditioning units,
fan coils, and air handling
units

Malaysia OYL Industries OYL-Condair Industries Manufacture unitary Asia Pacific
BHD. SDN.BHD. (49%) and engineered systems
products

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

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

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 (23%) air handling equipment

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

We received dividends from affiliates of $2.1 million, $2.9 million, and $4.8
million in 2002, 2001, and 2000, respectively. Our total investments in
affiliates were $29.4 million and $25.0 million as of December 31, 2002 and
2001, respectively. Our sales to affiliates are less than 1% of our net sales,
and our purchases from affiliates are approximately 3% of our total purchases.

8

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 2002, 2001,
and 2000, we spent $42.2 million, $46.2 million, and $46.9 million,
respectively, for all product development activities.

EMPLOYEES

As of December 31, 2002, we employed approximately 22,800 persons worldwide.
Approximately 10,600 persons are employed in the U.S. and 12,200 persons are
employed in foreign countries. Approximately 3,500 U.S. employees are covered by
collective bargaining agreements that expire at various dates and are generally
for terms ranging from three to five years.

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
conditioning and refrigeration equipment. In 1988, the Environmental Protection
Agency (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, updating, 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
regulations. Therefore, we believe that the 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 readily available. Nonetheless,

9

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.

EXECUTIVE OFFICERS

As of March 7, 2003, our executive officers are as follows:

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

Michael R. Young 58 President and Chief Executive Officer

C. David Myers 39 Executive Vice President and Chief Financial Officer

Iain A. Campbell 41 Vice President and President of York Americas

Thomas F. Huntington 50 Vice President and President of Unitary Products Group, North America

Wayne J. Kennedy 60 Vice President and President of Bristol Compressors

Kam S. Leong 48 Vice President and President of York Asia Pacific

Peter C. Spellar 58 Vice President and President of York Europe, Middle East, and Africa

Dale L. Bennett 64 Vice President, Human Resources and Corporate Development

Jane G. Davis 53 Vice President, Secretary and General Counsel

James P. Corcoran 57 Vice President and Treasurer

David R. Heck 48 Controller
- -----------------------------------------------------------------------------------------------------

10

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. Myers has been Executive Vice President and Chief Financial Officer of the
Company since January 2003. Prior thereto, he was Vice President and Chief
Financial Officer of the Company from 2000 to 2002, Vice President Finance,
Engineered Systems Group from 1998 to 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.

Mr. Campbell has been Vice President of the Company and President of York
Americas since January 2003. Prior thereto, he was Vice President, North America
Sales and Service from June 2002 to December 2002, Vice President, Finance,
Engineered Systems Group from 2000 to 2002, Director, Finance, Europe from 1997
to 2000, and Assistant Treasurer from 1994 to 1997.

Mr. Huntington has been Vice President of the Company and President of Unitary
Products Group, North America since October 2000. Prior thereto, he was Senior
Vice President, Engineering, Bristol Compressors from 1999 to 2000, Vice
President, Sales and Distribution, Unitary Products Group North America from
1997 to 1999, Vice President and General Manager, Evcon Coleman Division from
1996 to 1997, and Vice President, Sales and Marketing, Evcon Industries from
1992 to 1996.

Mr. Kennedy has been Vice President of the Company and President of 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.

Mr. Leong has been President of York Asia Pacific since March 2000 and Vice
President of the Company since January 2003. Prior thereto, he was Vice
President, Asia Pacific from 1998 to 2000, Vice President, Northeast Asia from
1994 to 1998, General Manager, OYL - Condair, York Malaysia from 1991 to 1994,
General Manager, Sales and Service, York Malaysia 1988 to 1991, and held several
prior positions with the Company since 1982.

Mr. Spellar has been Vice President of the Company and President of York Europe,
Middle East, and Africa since January 2003. Prior thereto, he was Vice President
of the Company and President, Engineered Systems Group from 2000 to 2002, 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 and Corporate Development
since April 2002. Prior thereto, he was Vice President, Human Resources from
2000 to 2002, 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. 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.

11

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.

WEBSITE ACCESS TO INFORMATION

We make available free of charge through our website, our annual report on Form
10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all
amendments to those reports as soon as reasonably practicable after such
material is electronically filed with or furnished to the U.S. Securities and
Exchange commission. Our website address is: www.york.com.

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:

APPROXIMATE
LOCATION SEGMENT ENCLOSED AREA (SQ. FT.)
- -----------------------------------------------------------------------------------------

OWNED
York, PA Engineered Systems Group 1,500,000
Wichita, KS Unitary Products Group 1,456,000
Bristol, VA Bristol Compressors 672,000
Norman, OK Unitary Products Group 539,000
Waynesboro, PA York Refrigeration Group 438,000
Aarhus, Denmark York Refrigeration Group 372,000
Naestved, Denmark York Refrigeration Group 292,000
Basildon, England Engineered Systems Group 254,000
Guangzhou, China Engineered Systems Group 200,000
Sao Paulo, Brazil York Refrigeration Group 123,000
Monterrey, Mexico Engineered Systems Group 118,000
San Antonio, TX Engineered Systems Group 111,000
Durango, Mexico Engineered Systems Group 102,000
Dixon, IL York Refrigeration Group 97,000
Hornslet, Denmark York Refrigeration Group 82,000
Wuxi, China Engineered Systems Group 82,000
Polo, IL York Refrigeration Group 78,000*
Roanoke, VA Engineered Systems Group 72,000
Carquefou, France Engineered Systems Group 32,000

LEASED
Laem Chabang, Thailand Engineered Systems Group 215,000
Monterrey, Mexico Unitary Products Group 165,000
Albany, MO Engineered Systems Group 135,000
York, PA Engineered Systems Group 120,000
Johannesburg, South Africa Engineered Systems Group 109,000
Hattiesburg, MS Engineered Systems Group 84,000
Santa Fe Springs, CA York Refrigeration Group 82,000
Curitiba, Brazil Engineered Systems Group 57,000
Nantes, France Engineered Systems Group 34,000
- -----------------------------------------------------------------------------------------

- ------------------------
* We are in the process of closing operations at Polo.

12

At the York, Pennsylvania location we own, approximately 50,000 square feet of
facilities are leased to tenants and approximately 450,000 square feet are
currently available for expansion.

In addition to the properties described above, we lease facilities worldwide for
use as sales and service offices and regional warehouses. In the ordinary course
of 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
believe that our properties are in good condition and adequate for our
requirements. 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.

As discussed in our Form 10-Q's filed November 8, 2002 and August 13, 2002, in
November 2001, a case captioned American Standard, Inc. and American Standard
International Inc. v. York International Corporation and York International,
S.A. de C.V. was filed in the Federal District for the Western District of
Wisconsin. American Standard, a competitor of ours, alleged that two component
parts of three models of chillers manufactured by us infringe two patents held
by American Standard. In September 2002, a jury found that both patents were
invalid, resulting in a finding that we had no liability to American Standard.
American Standard filed a post-trial motion asking the judge to overturn the
jury's finding of invalidity with respect to one of the patents. On December 18,
2002, the judge denied American Standard's motion. The judge also awarded us
reasonable attorneys' fees for defending the matter, which have not been
quantified. Although American Standard can appeal the judge's holdings, we do
not believe that any subsequent activities in this case will significantly
affect our financial position or future earnings.

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 2002.

13

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 7, 2003, we had 5,130 holders of record of our common stock.

TRADING AND DIVIDEND INFORMATION

The high and low sales prices for which our common stock traded and the
dividends declared in each quarterly period within 2002 and 2001 are as follows:

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

2002
Fourth quarter $ 29.66 $ 21.35 $ 0.15
Third quarter 34.84 27.18 0.15
Second quarter 39.08 32.60 0.15
First quarter 38.68 31.35 0.15

2001
Fourth quarter $ 39.99 $ 27.02 $ 0.15
Third quarter 40.00 27.13 0.15
Second quarter 36.79 26.65 0.15
First quarter 33.30 27.10 0.15
- -------------------------------------------------------------------

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 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.

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 14 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 9 to 11 of
the Annual Financial Statements and Review of Operations is incorporated herein
by reference in response to this item.

14

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Financial statements for York International Corporation and Subsidiaries are
contained on pages 16 to 42 of the Annual Financial Statements and Review of
Operations and Summary of Quarterly Results (unaudited) are contained on page 43
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.

15

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

Information contained under the caption "Election of Directors" in our
definitive 2003 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 our
definitive 2003 Proxy Statement is incorporated herein by reference in response
to this item.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS.

Information contained under the captions "Election of Directors", "Executive
Compensation", and "Ownership of Common Stock" in our definitive 2003 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 our
definitive 2003 Proxy Statement is incorporated herein by reference in response
to this item.

ITEM 14. CONTROLS AND PROCEDURES.

(a) Evaluation of Disclosure Controls and Procedures

Within the 90 day period prior to the date of this report, we carried
out an evaluation, under the supervision and with the participation of
company management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures. Based upon that evaluation, the
Chief Executive Officer and Chief Financial Officer have concluded that
our disclosure controls and procedures are effective.

(b) Changes in Internal Controls

There were no significant changes in our internal controls or in other
factors that could significantly affect these controls subsequent to
the date of their evaluation.

16

PART IV

ITEM 15. 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 16 to 42
of the Annual Financial Statements and Review of Operations:

Consolidated Balance Sheets - as of December 31, 2002 and 2001
Consolidated Statements of Operations - years ended December 31, 2002,
2001, and 2000
Consolidated Statements of Comprehensive (Loss) Income - years ended
December 31, 2002, 2001, and 2000
Consolidated Statements of Cash Flows - years ended December 31, 2002,
2001, and 2000
Consolidated Statements of Stockholders' Equity - years ended December
31, 2002, 2001, and 2000
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, 2002,
2001, and 2000;
(Page 25 of Form 10-K)

All other schedules are omitted as they are not applicable.

Independent Auditors' Report Covering Financial Statement Schedule;
(Page 24 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 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)

4.2 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

17

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, 2002, among York
International Corporation as borrower, the initial lenders named
therein, as initial lenders, Citibank, N.A., as administrative agent
for the lenders, JP Morgan Chase Bank, as syndication agent, Bank of
Tokyo-Mitsubishi, Fleet National Bank and Nordea Bank Finland PLC, as
documentation agents, and JP Morgan Securities, Inc. and Salomon
Smith Barney Inc., as joint lead arrangers and joint book managers.
(Incorporated by reference to Exhibit 4.1 to Registrant's Form 10-Q
for the quarter ended June 30, 2002, 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 Amendment No. 1 to the Five Year Credit Agreement, dated as of
May 29, 2002, among York International Corporation, the lenders
named therein, as lenders, and Citibank, N.A., as administrative
agent for the lenders. (Incorporated by reference to Exhibit
4.2 to Registrant's Form 10-Q for the quarter ended June 30,
2002, File No. 1-10863)

4.7 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
(Incorporated by reference to Exhibit 4.6 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 2001, File No.
1-10863)

4.8 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 (Incorporated by
reference to Exhibit 4.7 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 2001, 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 Amended and Restated 2002 Omnibus
Stock Plan, effective as of May 23, 2002, as amended and restated May
31, 2002 (Incorporated by reference to Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 2002, File No. 1-10863)

18

*10.4 York International Corporation 2002 Incentive Compensation Plan,
effective as of January 1, 2002 (Incorporated by reference to Exhibit
10.2 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002, 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)

*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)

19

*10.16 Form of Amendment No. 1 to Severance Agreement between the
Registrant and certain of its key executives. (Incorporated by
reference to Exhibit 10.3 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2002, File No.
1-10863)

*10.17 Form of Amendment No. 1 to Employment Agreement between the
Registrant and certain of its key executives. (Incorporated by
reference to Exhibit 10.4 to the Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2002, File No.
1-10863)

*10.18 Settlement Agreement between the Registrant and Ole Andersen dated
November 22, 2002 (filed herewith).

*10.19 Employment Agreement between York International Corporation and Kam
Leong, dated December 29, 1999 (filed herewith).

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)

24 Power of Attorney (filed herewith)

99.1 Certification of the Chief Executive Officer of York International
Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(filed herewith)

99.2 Certification of the Chief Financial Officer of York International
Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(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 2002.

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 7, 2003

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 7th day of March 2003.

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

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

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

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

DIRECTORS

*
- -------------------------------------
GERALD C. MCDONOUGH

*
- -------------------------------------
W. MICHAEL CLEVY

*
- -------------------------------------
MALCOLM W. GAMBILL

*
- -------------------------------------
J. RODERICK HELLER, III

*
- -------------------------------------
ROBERT F. B. LOGAN

*
- -------------------------------------
PAUL J. POWERS

*
- -------------------------------------
DONALD M. ROBERTS

*
- -------------------------------------
JAMES A. URRY

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

* By /S/ Jane G. Davis
------------------------------
JANE G. DAVIS
ATTORNEY-IN-FACT

21

CERTIFICATIONS

I, MICHAEL R. YOUNG, Chief Executive Officer of York International Corporation,
certify that:

1. I have reviewed this annual report on Form 10-K of York International
Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 7, 2003

/S/ Michael R. Young
---------------------------------------------
Michael R. Young
President and Chief Executive Officer

22

I, C. DAVID MYERS, Chief Financial Officer of York International Corporation,
certify that:

1. I have reviewed this annual report on Form 10-K of York International
Corporation;

2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this annual
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a) designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others within those entities, particularly during the
period in which this annual report is being prepared;

b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c) presented in this annual report our conclusions about the effectiveness of
the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5. The registrant's other certifying officers and I have disclosed, based on our
most recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):

a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls; and

6. The registrant's other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls or in
other factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

Date: March 7, 2003

/S/ C. David Myers
----------------------------------------------------
C. David Myers
Executive Vice President and Chief Financial Officer

23

INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
York International Corporation:

Under date of February 14, 2003, we reported on the consolidated balance sheets
of York International Corporation and subsidiaries as of December 31, 2002 and
2001, and the related consolidated statements of operations, comprehensive
(loss) income, cash flows and stockholders' equity for each of the years in the
three-year period ended December 31, 2002, as contained in the 2002 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 2002. 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 14, 2003

24

SCHEDULE II

YORK INTERNATIONAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS

YEARS ENDED DECEMBER 31, 2002, 2001, AND 2000

(in thousands)

COLUMN A: COLUMN B: COLUMN C: COLUMN D: COLUMN E:
BALANCE AT ADDITIONS BALANCE AT
BEGINNING COSTS AND CLOSE OF
DESCRIPTION OF PERIOD EXPENSES DEDUCTIONS PERIOD
- ------------------------------------------------------------------------------------------------------------------

2002
Allowance for doubtful receivables $ 25,675 18,587 16,316 $ 27,946
Warranties $ 87,883 64,887 64,830 $ 87,940

2001
Allowance for doubtful receivables $ 24,551 7,847 6,723 $ 25,675
Warranties $ 86,710 74,254 73,081 $ 87,883

2000
Allowance for doubtful receivables $ 31,342 9,004 15,795 $ 24,551
Warranties $ 90,782 59,453 63,525 $ 86,710
- ------------------------------------------------------------------------------------------------------------------

25

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 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)

4.2 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, 2002, among York
International Corporation as borrower, the initial lenders named
therein, as initial lenders, Citibank, N.A., as administrative agent
for the lenders, JP Morgan Chase Bank, as syndication agent, Bank of
Tokyo-Mitsubishi, Fleet National Bank and Nordea Bank Finland PLC, as
documentation agents, and JP Morgan Securities, Inc. and Salomon
Smith Barney Inc., as joint lead arrangers and joint book managers.
(Incorporated by reference to Exhibit 4.1 to Registrant's Form 10-Q
for the quarter ended June 30, 2002, 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 Amendment No. 1 to the Five Year Credit Agreement, dated as
of May 29, 2002, among York International Corporation, the
lenders named therein, as lenders, and Citibank, N.A., as
administrative agent for the lenders. (Incorporated by
reference to Exhibit 4.2 to Registrant's Form 10-Q for the
quarter ended June 30, 2002, File No. 1-10863)

26

PAGE
NUMBER
------

4.7 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
(Incorporated by reference to Exhibit 4.6 to Registrant's Annual
Report on Form 10-K for the year ended December 31, 2001, File No.
1-10863)

4.8 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 (Incorporated by
reference to Exhibit 4.7 to Registrant's Annual Report on Form 10-K
for the year ended December 31, 2001, 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 Amended and Restated 2002 Omnibus
Stock Plan, effective as of May 23, 2002, as amended and restated May
31, 2002 (Incorporated by reference to Exhibit 10.1 to the
Registrant's Quarterly Report on Form 10-Q for the quarter ended June
30, 2002, File No. 1-10863)

*10.4 York International Corporation 2002 Incentive Compensation Plan,
effective as of January 1, 2002 (Incorporated by reference to Exhibit
10.2 to the Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 30, 2002, 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

27

PAGE
NUMBER
------

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)

*10.16 Form of Amendment No. 1 to Severance Agreement between the
Registrant and certain of its key executives. (Incorporated
by reference to Exhibit 10.3 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2002, File
No. 1-10863)

*10.17 Form of Amendment No. 1 to Employment Agreement between the
Registrant and certain of its key executives. (Incorporated
by reference to Exhibit 10.4 to the Registrant's Quarterly
Report on Form 10-Q for the quarter ended June 30, 2002, File
No. 1-10863)

*10.18 Settlement Agreement between the Registrant and Ole Andersen dated
November 22, 2002 (filed herewith).

*10.19 Employment Agreement between York International Corporation and Kam
Leong, dated December 29, 1999 (filed herewith).

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)

24 Power of Attorney (filed herewith)

28

PAGE
NUMBER
------

99.1 Certification of the Chief Executive Officer of York
International Corporation pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (filed herewith)

99.2 Certification of the Chief Financial Officer of York
International Corporation pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 (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