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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, 2003
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. [X]
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 30, 2003), the aggregate market value of the Common Stock
held by non-affiliates was $918,060,718 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 12, 2004, there were 41,001,707 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, 2003 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 20, 2004, are incorporated by reference into Part III.
YORK INTERNATIONAL CORPORATION
FORM 10-K
YEAR ENDED DECEMBER 31, 2003
INDEX
ITEM
NUMBER PAGE
- ------ ----
PART I
1. Business 1
2. Properties 13
3. Legal Proceedings 13
4. Submission of Matters to a Vote of Security Holders 14
PART II
5. Market for Registrant's Common Equity and Related Stockholder Matters 14
6. Selected Financial Data 15
7. Management's Discussion and Analysis of Financial Condition
and Results of Operations 15
7A. Quantitative and Qualitative Disclosure about Market Risk 15
8. Financial Statements and Supplementary Data. 15
9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 15
9A. Controls and Procedures 15
PART III
10. Directors and Executive Officers of the Registrant 15
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. Principal Accountant Fees and Services 16
PART IV
15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 16
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 provider of
heating, ventilating, air conditioning, and refrigeration (HVAC&R) products and
services. We believe that we are the third largest supplier 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 1990s, 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.
Headquartered in York, Pennsylvania, we have manufacturing facilities in nine
states and eight foreign countries. As of December 31, 2003, we employed
approximately 22,300 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 be the leading provider of products and services to the
global heating, ventilation, air conditioning, and industrial refrigeration
markets. We will remain focused solely within this industry. Our objectives are
to deliver profitable growth, strong cash flows, and superior returns on
invested capital. We are the largest services provider to the industry and have
leading positions in several equipment segments. Primary areas of strategic
focus include: expanding our leadership position in the global services markets,
continued leadership position in the fast growing Chinese market, and growing
revenue and increasing the operating margins in our core equipment segments.
We have grown and expect to grow our service operations through the expansion of
global coverage, service offerings, and market improvement. We are uniquely
positioned in the market as we own and operate our service operations globally
and have the broadest range of air conditioning and refrigeration skills in the
industry. China has been a fast expanding market for our industry and we have
built a leadership position in large equipment revenue by successfully executing
our strategy of developing greenfield operations since entering the country in
1995. We expect the Chinese market to remain strong and for our market share to
increase. Our equipment markets are expected to grow over the long-term horizon
but the key elements for the Company's growth include: product development,
improved distribution capability, an improved cost position, and the
establishment of joint ventures. This will support market share gains in most
segments, specifically the North American Unitary and middle markets, the global
mini-split markets, and the global industrial and commercial air conditioning
markets.
- ----------
* 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
We focus on maintaining a competitive cost structure by controlling
manufacturing and operating expenses, maximizing the current capacity of our
operations, developing more efficient manufacturing processes, and leveraging
the global scale of our support structure. We continue to emphasize further
improvement in the cost, quality, and services of our supply chain. We have also
increased our investment in business systems that will allow us to automate,
standardize, and leverage our ability to implement and achieve our strategic
goals.
We believe that our planning processes, capital allocation, investment choices,
and management incentive compensation plans are aligned with our overall
objectives and are key elements in the implementation of our strategies to
contribute to the achievement of our financial goals.
PRODUCTS AND MARKETS
All of our products are in the HVAC&R industry, and we operate solely in this
industry. Effective January 1, 2003, we consolidated our former York
Refrigeration Group and Engineered Systems Group segments and reorganized
management of the combined business. Our organization is now comprised of three
groups, consisting of: Global Applied, Unitary Products Group, and Bristol
Compressors. The Global Applied business is comprised of three geographic
regions: the Americas; Europe, Middle East, and Africa (EMEA); and Asia. Global
Applied designs, produces, services, and sells HVAC&R solutions worldwide.
HVAC&R solutions are sold for both the new construction and the replacement
markets for a full range of high-rise commercial buildings and industrial
applications. Global Applied service businesses sell replacement parts,
replacement equipment, and controls, and deliver various services and service
solutions. Unitary Products Group (UPG) produces heating and air conditioning
solutions designed for use in residential and light commercial applications and
distributes proprietary and non-proprietary parts to the aftermarket. Bristol
Compressors (Bristol) manufactures reciprocating and scroll compressors for our
use and for sale to original equipment manufacturers and wholesale distributors.
The following table provides net sales by segment and geographic market:
(in thousands) 2003 2002 2001
- --------------------------------- ----------- ----------- -----------
Global Applied:
Americas $ 1,388,930 $ 1,335,392 $ 1,425,885
Europe, Middle East, and Africa 1,343,138 1,161,605 1,147,842
Asia 490,063 418,599 439,858
Intragroup sales (194,537) (165,443) (195,941)
----------- ----------- -----------
3,027,594 2,750,153 2,817,644
Unitary Products Group 760,059 736,789 755,860
Bristol Compressors 451,241 515,372 509,706
Eliminations (162,840) (158,941) (163,114)
----------- ----------- -----------
Total net sales $ 4,076,054 $ 3,843,373 $ 3,920,096
----------- ----------- -----------
Our net sales to U.S. and to non-U.S. countries are as follows:
2003 2002 2001
---- ---- ----
U.S. 45% 48% 48%
Non-U.S 55% 52% 52%
-- -- --
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 43 to 46 of the Annual Financial Statements and Review of
Operations.
2
BACKLOG
The following provides backlog by business segment:
DECEMBER 31,
(in thousands) 2003 2002
- ---------------------------------- ---------- ----------
Global Applied:
Americas $ 385,335 $ 356,040
Europe, Middle East and Africa 439,451 368,368
Asia 89,801 79,028
---------- ----------
914,587 803,436
Unitary Products Group 47,288 39,118
Bristol Compressors 64,718 85,945
---------- ----------
Total backlog $1,026,593 $ 928,499
---------- ----------
Substantially all orders are expected to be fulfilled within the next 12 months.
GLOBAL APPLIED
Global Applied designs, produces, services, and sells HVAC&R solutions
worldwide. Our HVAC&R solutions are sold for both the new construction and the
replacement markets for a full range of commercial buildings and various
industrial applications, including the food and beverage industry, commercial
marine, and the pharmaceutical, petrochemical, textile, and electronics
industries' process cooling operations. Our products are also used in sporting
venues, such as ice rinks, and we are the world leader in snowmaking equipment
and snow inducers. The Global Applied business segment is comprised of three
geographic regions: the Americas; Europe, Middle East, and Africa (EMEA); and
Asia.
Our products include air-cooled and water-cooled chillers, large packaged
rooftop units, indoor and outdoor air handling and ventilating equipment,
variable air volume units, underfloor air distribution systems, and mini-split
and room air conditioning units primarily for high-rise residential and
commercial buildings. Our screw and reciprocating compressors, condensers,
evaporators, heat exchangers, industrial and marine chillers, ice makers,
process refrigeration systems, and gas compression systems are primarily for
industrial applications. Many of our products are engineered and manufactured to
unique customer specifications. They are operated by control systems that are
designed for an individual unit, that automate plant control systems, or that
provide advanced control systems for refrigerated containers. Current products
utilize HCFC, HFC, HC, and natural refrigerants such as carbon dioxide and
ammonia, which meet the requirements of applicable international environmental
protocols.
Our services business provides maintenance, repair services, and related
products, including manufactured parts and equipment, purchased parts and
equipment, controls, remanufactured reciprocating compressors, and product
commissioning. Our service organizations worldwide are owned and operated by us
and utilize factory-trained technicians. Our global parts and service strategy
is designed to meet demanding requirements, reduce customer down time, and
leverage our national and global service capabilities to provide the best
service to our customers.
We market our products under the "YORK", "MILLER-PICKING", "PACE", "SABROE",
"FRICK", "NOVENCO", "FRIGID COIL", "IMECO", "ACUAir", and "GRAM REFRIGERATION"
brands. Service is marketed under the "YORK", "NATKIN", "UNITED MECHANICAL
SERVICES", and "SABROE" brands and parts are marketed under the "YORK" and
"SOURCE 1" brands. Remanufactured reciprocating compressors are marketed under
the "GENERAL REFRIGERMETICS" brand.
No single customer accounts for more than 10% of revenues of the Americas, EMEA,
or Asia.
3
Historically, approximately 4% of the Americas' sales are related to contracts
for the U.S. Navy, for equipment and research and development. Contracts vary in
duration from less than one year 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 our products into U.S. government projects.
During 2003, our product development efforts emphasized improving energy
efficiency, reducing operating noise levels, improving indoor air quality,
achieving higher environmental standards, using natural refrigerants, lowering
cost, and reducing product footprint. Nearly all products make use of the latest
controls technology to enhance all areas of performance and we are developing
our next generation of controls to meet global and regional market demands. We
are committed to providing a line of products developed for regional markets
that are aggressively positioned to meet local needs.
In 2003, we enhanced our packaged centrifugal chiller line by focusing on
improved compressors and chiller-energy efficiency. We added enhancements to
allow for improved energy performance and lower noise at extreme operating
conditions. Our semi-hermetic water-cooled screw chiller line was expanded to
450 tons. We simplified our packaging and reduced the costs of our steam turbine
chiller line. In our packaged rooftop line, new features were added in the 45-95
ton range. Air handling equipment covers all the traditional applications, as
well as an innovative underfloor air distribution system, FlexSys. An entirely
new line of airhandling equipment, "Solution" airhandlers, was introduced and
will be expanded in 2004. "Solution" airhandling units offer customization
options, previously only available on high-end custom airhandlers, at prices
more aligned to standard applications. "Solution" utilizes advanced
specification and design software that feeds the manufacturing process and
enables better flexibility, shorter lead times, and reduced costs at a given
feature level. Innovative enhancements to our screw compressor technologies
continue to improve operating performance for the food and beverage equipment
market, as well as natural gas gathering and air conditioning applications.
Screw compressors are a reliable alternative to reciprocating compressors,
requiring less maintenance and featuring lower overall operating costs. The
Rotatune range of variable speed screw compressors is complete with the
introduction of the SAB 110R series. Market acceptance of the PowerPAC ammonia
chiller continues to be strong, with year-over-year increases in demand since
introduction. PowerPAC chillers utilize environmentally friendly refrigerants
such as ammonia that do not deplete the ozone layer, feature high efficiency and
use negligible refrigerant charges.
In the service business, strong efforts to expand our position in the low-rise
commercial market continued with particular emphasis on multi-site owners and
the related replacement equipment. We expanded our presence in the rental
chiller business in 2003 with emphasis on meeting the temporary cooling needs of
our existing customer base. Our remote monitoring and management capabilities
will allow us to monitor system performance and control plant rooms remotely.
The global equipment markets are driven by new construction and replacement
sales in almost equal proportions. Commercial construction tends to move in the
general direction of the global economies. 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 (with increasing emphasis on
energy costs efficiency), global economics driving capital investment, the
likelihood of increased energy efficiency, and greater environmental acceptance
of replacing old with new equipment. Demand for replacement products, repair
parts, and services generally increases during summer months. The overall effect
of seasonality is partially mitigated by sales of new equipment for which demand
is less seasonal.
All of the markets in which Global Applied participates are very competitive.
Our 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 U.S.
market, we compete primarily with Carrier, a United Technologies Corporation
company, Trane Company, a division of American Standard Companies Inc.,
GEA-Grasso,
4
Evapco, Krack Corp., and Mycom. In the international market, we compete
primarily with the above manufacturers, other local manufacturers in Europe,
and a number of Asian HVAC manufacturers.
Our service business competes in a very large but fragmented market, where
individual market shares are typically in the single digit range. Most of our
competition consists of thousands of independent mechanical contracting
companies delivering services and purchased products. Other competitors include
manufacturers such as Trane and Carrier and some non-manufacturing national
companies such as Johnson Controls.
Our 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 the
majority of 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 Global Applied. Parts
are sold from all of our offices, as well as from major regional distribution
centers in Baltimore, Maryland; Shanghai, China; Dubai, U.A.E.; Aarhus, Denmark;
and Basildon, England. We believe that developing countries offer opportunities
for increasing sales of our equipment.
Our products are principally manufactured in York and Waynesboro, Pennsylvania;
San Antonio, Texas; Roanoke, Virginia; Albany, Missouri; Hattiesburg,
Mississippi; Dixon, Illinois; Santa Fe Springs, California; Durango and
Monterrey, Mexico; Sao Paulo and Curitiba, Brazil; Basildon, England; Carquefou
and Nantes, France; Johannesburg, South Africa; Aarhus, Naestved, and Hornslet,
Denmark; Wuxi and Guanghzou, China; and Laem Chabang, Thailand. Many of the
components of our 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, our products
are machined, assembled, tested, and shipped from the above locations.
UNITARY PRODUCTS GROUP
Our Unitary Products Group (UPG) produces and sells residential and light
commercial heating and air conditioning solutions, primarily in the U.S. These
include ducted central air conditioning and heating systems (air conditioners,
heat pumps, and furnaces), and light commercial heating and cooling equipment.
Our 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.
In 2003, innovative new products included the UPG Stealth Hot Heat Pump, a
residential cooling and heating product that utilizes the Twin Single (TS), a
high efficiency compressor technology from Bristol Compressors, and the Sunline
MagnaDry, a high efficiency light commercial rooftop product with an advanced
dehumidification system that allows maximum dehumidification independent of the
cooling load.
The focus on new product development will continue in 2004 when UPG plans to
market a completely new residential product line of air conditioners, heat
pumps, and gas furnaces targeted for the large and growing add-on replacement
market. The line of new products will achieve exceptional performance in the
areas of sound, efficiency, and capacity. In addition to these operational
qualities, the next generation residential product offering will introduce to
the marketplace a line of products that captures the essential elements of
today's trends in consumer product design. Currently under design is a new,
upscale air conditioner that will incorporate alternate refrigerant technology
with lower sound ratings to capitalize on the upscale custom home market.
5
We continue to redesign our product line for lower sound ratings and greater
energy efficiency on our premium product line, and manufacturing cost
effectiveness on our entry-level value line. The new Millennium commercial split
system and Magnum rooftop lines are industry leaders in efficiency and feature
set value. 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.
We market our UPG products under the "YORK", "LUXAIRE", "FRASER-JOHNSON", and
"COLEMAN" 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 our UPG
revenues.
Our 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 that might otherwise be deferred
in the case of a late season failure.
All of the markets in which UPG participates 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. Our
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 2
to 7 -1/2 tons. These compressors are used in our products and are sold to
original equipment manufacturers and wholesale distributors. A compressor is an
essential part of a heat pump and/or air conditioning system. Our Unitary
Products Group uses compressors manufactured by Bristol and Scroll Technologies
as well as those purchased from other suppliers. Approximately 75% of Bristol's
revenues are attributable to sales of products to other air conditioning
equipment manufacturers or wholesale distributors. Both Carrier and Goodman
accounted for more than 10% of Bristol's revenue in 2003. During late 2003,
Bristol and Goodman were unable to negotiate mutually acceptable trading terms
for 2004. Consequently, Goodman is not expected to be a major customer of
Bristol's in 2004.
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 introduced the "BENCHMARK" compressor line in 2003. "BENCHMARK"
compression solutions meet or exceed efficiency and sound performance of any
competitive technology. "BENCHMARK" is offered with R-22, R-407C, and R-410A
refrigerants. Bristol developed a modulating reciprocating compressor known as
"TS Technology" in 1999.
6
Bristol competes directly with two United States manufacturers, Copeland
Corporation, a subsidiary of Emerson Electric Inc., and Tecumseh, a
division of Tecumseh Corporation. International competitors include L.G.
Electronics, Matsushita Electric Industrial Co., Ltd., and SANYO Electric
Co., Ltd.
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, heat exchangers, electric panels, condensers, evaporators, oil and
pumps, 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. However, we are exposed to raw material price
increases related to compressors, electric motors, and other components
purchased from suppliers that may not hedge raw material prices. 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 14 to 16 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 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
- -----------------------------------------------------------------------------------------------------------------------------
Spain Compania Roca Clima Roca-York S.L. Manufacture unitary Europe
Radiadores S.A. (50%) products
Denmark Three Danish Jernst Oberiet 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 applied 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
U.S. Carrier Corporation Scroll Technologies Manufacture scroll U.S.
(50%) compressors
We received dividends from affiliates of $2.2 million, $2.1 million, and $2.9
million in 2003, 2002, and 2001, respectively. Our total investments in
affiliates were $28.2 million and $29.4 million as of December 31, 2003 and
2002, respectively. Our sales to affiliates are less than 1% of our net sales,
and our purchases from affiliates are less than 1% 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, develop electronic controls for current product
offerings, and create a wide range of new products. During 2003, 2002, and 2001,
we spent $42.3 million, $42.2 million, and $46.2 million, respectively, for all
product development activities.
EMPLOYEES
As of December 31, 2003, we employed approximately 22,300 persons worldwide.
Approximately 10,000 persons are employed in the U.S. and 12,300 persons are
employed in foreign countries. Approximately 3,500 U.S. employees are covered by
collective bargaining agreements that expire at various dates and generally
range from three to five years.
REGULATIONS AND 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
associated with these acts, and various other Federal, state, and local laws and
regulations governing environmental matters.
We have remediation activities ongoing at certain of our U.S. facilities as a
result of releases that occurred in the past. From time to time, we have
received notice that we are a potentially responsible party, along with other
potentially responsible parties, in Superfund proceedings under the
Comprehensive Environmental Response, Compensation and Liability Act for the
cleanup of hazardous substances at certain sites to which potentially
responsible parties are alleged to have sent waste. On the basis of our
historical experience and other information currently available to us, we do not
believe that either our remediation activities or any Superfund proceedings will
have a material adverse effect on our financial condition or results of ongoing
operations. 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 continue to expect revenues
from servicing, updating, and repairing existing equipment that uses Class I
substances. 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
9
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 opportunities. 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 HFCs are now 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 that presently
utilize Class II substances and those products in the field that 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 applied 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.
We are also 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 continue
to develop products that will comply with these regulations, and do not believe
that such regulations will have a material adverse effect on our business.
10
EXECUTIVE OFFICERS
As of March 12, 2004, our executive officers are as follows:
NAME AGE POSITION
---- --- --------
C. David Myers 40 President and Chief Executive Officer
Iain A. Campbell 42 Vice President and President of York Americas
Thomas F. Huntington 51 Vice President and President of Unitary Products Group, North America
Wayne J. Kennedy 61 Vice President and President of Bristol Compressors
Kam S. Leong 49 Vice President and President of York Asia Pacific
Peter C. Spellar 59 Vice President and President of York Europe, Middle East, and Africa
M. David Kornblatt 44 Vice President and Chief Financial Officer
James P. Corcoran 58 Vice President and Treasurer
Jane G. Davis 54 Vice President, Secretary and General Counsel
Jeffrey D. Gard 49 Vice President, Human Resources
David C. Elder 35 Controller
David R. Heck 49 Chief Governance Officer and Director, Internal Audit
Mr. Myers has been President and Chief Executive Officer of the Company since
February 2004. Prior thereto, he was President of the Company from June 2003 to
February 2004, Executive Vice President and Chief Financial Officer of the
Company from January to June 2003, 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.
11
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. Kornblatt has been Vice President and Chief Financial Officer since June
2003. Prior thereto, he was Vice President, Finance, York Americas from June
2002 to June 2003. Prior to re-joining the Company, he was Director, Taxes,
Europe for The Gillette Company from December 1998 to June 2002. He was
previously Tax Director of the Company, January 1993 to December 1998. Prior to
joining the Company originally, he was with KPMG LLP and Ernst & Whinney.
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 with Griffith Laboratories, AM International, and
Borg-Warner Corporation.
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. Gard has been Vice President, Human Resources since June 2003. Prior
thereto, he was Director, Corporate Compensation, Benefits and Human Resource
Information Systems from February 1999 to June 2003. Prior to joining the
Company, he was with Millipore Corporation.
Mr. Elder has been Controller since December 2003. Prior thereto, he was the
Director, Financial Planning and Analysis from August 2000 to December 2003 and
Manager, Financial Reporting from May 1997 to August 2000. Prior to joining the
Company, he was with Hershey Foods Corporation and KPMG LLP.
Mr. Heck has been Chief Governance Officer and Director, Internal Audit
since December 2003. Prior thereto, he was Controller from January 2000 to
December 2003. Prior to joining the Company, he held various financial and
audit related positions with Superior Group, Inc., LFC Financial Corp.,
and Deloitte, Haskins, & Sells.
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.
12
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
Wichita, KS Unitary Products Group 1,456,000
York, PA Americas 1,300,000
Bristol, VA Bristol Compressors 672,000
Norman, OK Unitary Products Group 539,000
Waynesboro, PA Americas 438,000
Aarhus, Denmark Europe, Middle East, and Africa 372,000
Naestved, Denmark Europe, Middle East, and Africa 292,000
Basildon, England Europe, Middle East, and Africa 254,000
Guangzhou, China Asia 200,000
Wuxi, China Asia 176,000
San Antonio, TX Americas 145,000
Sao Paulo, Brazil Americas 123,000
Monterrey, Mexico Americas 118,000
Dixon, IL Americas 108,000
Durango, Mexico Americas 102,000
Roanoke, VA Americas 72,000
Carquefou, France Europe, Middle East, and Africa 32,000
LEASED
Laem Chabang, Thailand Asia 215,000
Monterrey, Mexico Unitary Products Group 165,000
Albany, MO Americas 135,000
York, PA Americas 120,000
Johannesburg,
South Africa Europe, Middle East, and Africa 109,000
Hattiesburg, MS Americas 84,000
Santa Fe Springs, CA Americas 82,000
Curitiba, Brazil Americas 57,000
Nantes, France Europe, Middle East, and Africa 34,000
At the York, Pennsylvania location that we own, approximately 500,000 square
feet are currently unused.
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 filed October 31, 2003, on September 11, 2003, the
City of Elyria, Ohio, the Lorain County Board of Commissioners, the Lorain
County Auditor, the Lorain County Treasurer and two school districts filed suit
against
13
us in the Court of Common Pleas for Lorain County, Ohio. The plaintiffs allege
that we breached two incentive agreements entered into with the City of Elyria
in 1991 and 1993, respectively, by closing our plant in Elyria in 2001. The
plaintiffs assert that they would have collected additional taxes had the plant
remained open and are seeking approximately $3 million in allegedly lost taxes
and $200 million in punitive damages. We have removed the suit to the United
States District Court for the District of Ohio and intend to defend it
vigorously. We believe the suit is without merit.
As is the case with many other companies, we have been named as one of many
defendants in lawsuits alleging personal injury to one or more individuals as a
result of exposure to asbestos contained in products previously manufactured by
us or by companies from which we bought product lines. The majority of these
cases are covered by insurance or by indemnification obligations of the parties
from whom we purchased the product lines.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of our security holders during the
fourth quarter of 2003.
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 12, 2004, we had 5,067 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 2003 and 2002 are as follows:
DIVIDENDS
HIGH LOW DECLARED
---- --- --------
2003
Fourth quarter $ 40.74 $ 33.65 $ 0.15
Third quarter 36.00 23.31 0.15
Second quarter 26.72 21.00 0.15
First quarter 26.04 18.82 0.15
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
On March 5, 2004, the Board of Directors increased the quarterly dividend to
shareholders from fifteen cents per share to twenty cents per share. 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, future prospects, and limitations
imposed by our credit agreements.
14
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 18 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 14 to 16
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 20 to 47 of the Annual Financial Statements and Review of
Operations, and a Summary of Quarterly Results (unaudited) is contained on page
48 of the Annual Financial Statements and Review of Operations. These items are
incorporated herein by reference in response to this item.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
As of December 31, 2003, 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.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
Information contained under the caption "Election of Directors" in our
definitive 2004 Proxy Statement is incorporated herein by reference in response
to this item. See Item 1 above for information concerning executive officers.
15
Our Employee Code of Conduct, which applies to all employees, including our
principal executive officer, principal financial officer, and principal
accounting officer, is posted on our website at www.york.com. The Employee Code
of Conduct is compliant with Item 406 of Regulation S-K as required by the SEC.
We intend to disclose any amendments to or waivers of any provisions of the
Employee Code of Conduct granted to our principal executive officer, principal
financial officer, principal accounting officer, and persons performing similar
functions, on our company website.
The Board of Directors has adopted charters for its Nominating and Governance
Committee, Compensation Committee, and Audit Committee. The Board of Directors
also adopted Corporate Governance Guidelines. The Corporate Governance
Guidelines and each of the charters are available on our website at
www.york.com. These items are also available upon request to the Vice President,
Secretary and General Counsel at York International Corporation, 631 South
Richland Avenue, York, PA 17403, or telephone (717) 771-7890.
ITEM 11. EXECUTIVE COMPENSATION
Information contained under the caption "Executive Compensation" in our
definitive 2004 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 2004 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 2004 Proxy Statement is incorporated herein by reference in response
to this item.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
Information contained under the caption "Independent Accountants" in our
definitive 2004 Proxy Statement is incorporated herein by reference in response
to this item.
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 20 to 47 of the Annual Financial Statements and Review of
Operations:
Consolidated Balance Sheets - as of December 31, 2003 and 2002
Consolidated Statements of Operations - years ended December 31,
2003, 2002, and 2001
Consolidated Statements of Comprehensive Income (Loss) - years ended
December 31, 2003, 2002, and 2001
Consolidated Statements of Cash Flows - years ended December 31,
2003, 2002, and 2001
Consolidated Statements of Stockholders' Equity - years ended
December 31, 2003, 2002, and 2001
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,
2003, 2002, and 2001;
16
(Page 24 of Form 10-K)
All other schedules are omitted as they are not applicable.
Independent Auditors' Report Covering Financial Statement Schedule;
(Page 23 of Form 10-K)
(3) The exhibits filed in response to Item 601 of Regulation S-K are as
follows:
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
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 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)
4.2 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)
4.3 364-DAY CREDIT agreement, dated as of March 14, 2003, among YORK
INTERNATIONAL CORPORATION, as borrower, the initial lenders named
therein, as initial lenders, CITIBANK, N.A., as administrative agent,
JPMORGAN CHASE BANK, as syndication agent, BANK OF TOKYO-MITSUBISHI
TRUST COMPANY, FLEET NATIONAL BANK, and NORDEA BANK FINLAND PLC, as
documentation agents, and SALOMON SMITH BARNEY INC. and J.P. MORGAN
SECURITIES, INC., as joint lead arrangers and joint bookrunners
(Incorporated by reference to Exhibit 4.1 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003, File No.
1-10863)
4.4 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)
4.5 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)
17
4.6 AMENDMENT NO. 2 TO THE FIVE YEAR CREDIT AGREEMENT, dated as of March
14, 2003, 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 March 31, 2003, 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 AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT, dated as of April
21, 2003, among YORK RECEIVABLES FUNDING LLC, YORK INTERNATIONAL
CORPORATION, as servicer, THE MEMBERS OF VARIOUS PURCHASE GROUPS FROM
TIME TO TIME PARTY THERETO, and PNC BANK, NATIONAL ASSOCIATION, as
administrator (Incorporated by reference to Exhibit 4.3 to
Registrant's Form 10-Q for the quarter ended March 31, 2003, File No.
1-10863)
4.9 AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT, dated as of May 19,
2003, among YORK RECEIVABLES FUNDING LLC, YORK INTERNATIONAL
CORPORATION, as initial servicer, THE MEMBERS OF THE VARIOUS PURCHASER
GROUPS FROM TIME TO TIME PARTY THERETO, and PNC BANK, NATIONAL
ASSOCIATION, as administrator (filed herewith)
4.10 AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT, dated as of June
26, 2003, among YORK RECEIVABLES FUNDING LLC, YORK INTERNATIONAL
CORPORATION, as initial servicer, THE MEMBERS OF THE VARIOUS PURCHASER
GROUPS FROM TIME TO TIME PARTY THERETO, and PNC BANK, NATIONAL
ASSOCIATION, as administrator (filed herewith)
4.11 AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT, dated as of October
15, 2003, among YORK RECEIVABLES FUNDING LLC, YORK INTERNATIONAL
CORPORATION, as initial servicer, THE MEMBERS OF THE VARIOUS PURCHASER
GROUPS FROM TIME TO TIME PARTY THERETO, and PNC BANK, NATIONAL
ASSOCIATION, as administrator (filed herewith)
4.12 AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT, dated as of
November 26, 2003, among YORK RECEIVABLES FUNDING LLC, YORK
INTERNATIONAL CORPORATION, as initial servicer, THE MEMBERS OF THE
VARIOUS PURCHASER GROUPS FROM TIME TO TIME PARTY THERETO, and PNC
BANK, NATIONAL ASSOCIATION, as administrator (filed herewith)
4.13 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)
4.14 Terms and Conditions of DKK 200 million, 2 percent bonds with Danske
Bank, dated October 29, 2003 (filed herewith)
4.15 Terms and Conditions of DKK 50 million, 2 percent bonds with Danske
Bank, dated December 16, 2003 (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)
18
*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 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)
*10.4 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)
*10.5 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)
*10.6 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)
*10.7 Amendment No. 1 to the York International Corporation Supplemental
Executive Retirement Plan, effective January 1, 1997 (filed herewith)
*10.8 Amendment No. 2 to the York International Corporation Supplemental
Executive Retirement Plan (Incorporated by reference to Exhibit 10.2
to Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2003)
*10.9 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)
*10.10 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)
*10.11 First Amendment to the York International Corporation Executive
Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1
to Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2003, File No. 1-10863)
*10.12 Second Amendment to the York International Corporation Executive
Deferred Compensation Plan, dated December 3, 2003 (filed herewith)
*10.13 York International Corporation Management Stock Purchase Plan
(Incorporated by reference to Exhibit 10.1 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2003, File No.
1-10863)
*10.14 Form of Restricted Stock Agreement by and between Registrant and
certain of its employees, dated March 26, 2003 (filed herewith)
*10.15 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)
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 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)
*10.18 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)
*10.19 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)
*10.20 Employment Agreement between York International Corporation and Kam
Leong, 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, 2002, File No. 1-10863).
*10.21 Employment Agreement between York International Corporation and Thomas
F. Huntington, dated September 27, 2001 (filed herewith)
*10.22 Retirement Agreement between York International Corporation and
Michael R. Young, dated October 6, 2003 (filed herewith)
*10.23 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)
*10.24 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)
*10.25 Employment Agreement between York International Corporation and C.
David Myers, dated December 31, 2003 (filed herewith)
*10.26 Employment Agreement between York International Corporation and Thomas
F. Huntington, dated December 31, 2003 (filed herewith)
*10.27 Employment Agreement between York International Corporation and Kam S.
Leong, dated December 31, 2003 (filed herewith)
*10.28 Employment Agreement between York International Corporation and Peter C.
Spellar, dated December 31, 2003 (filed herewith)
*10.29 Form of Employment Agreement between York International Corporation
and certain other key executives, dated December 31, 2003 (filed
herewith)
20
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)
31.1 Certification of the Chief Executive Officer of York International
Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(filed herewith)
31.2 Certification of the Chief Financial Officer of York International
Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(filed herewith)
32.1 Certification of the Chief Executive Officer and 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) Reports on Form 8-K
Current Report on Form 8-K dated September 26, 2003, containing a press
release, dated September 26, 2003, announcing the election of a new
director to the Board of Directors.
Current Report on Form 8-K dated October 21, 2003, containing a press
release, dated October 21, 2003, announcing the retirement of Michael R.
Young, Chief Executive Officer of York, from that position and from the
Board of Directors on February 9, 2004 and announcing that he will be
succeeded as Chief Executive Officer by C. David Myers, President, and
also containing a press release, dated October 22, 2003, setting forth our
third quarter 2003 results (Such press release is not incorporated by
reference herein or deemed "filed" within the meaning of Section 18 of the
Securities Act of 1933).
Current Report on Form 8-K dated December 8, 2003, containing a press
release, dated December 8, 2003, announcing the appointment of a new Chief
Governance Officer and Director of Internal Audit and a new controller.
Current Report on Form 8-K dated December 16, 2003, containing a press
release, dated December 16, 2003, giving guidance concerning our
expectations for 2004 earnings.
21
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/ C. David Myers
-------------------------------------
C. DAVID MYERS
PRESIDENT AND CHIEF EXECUTIVE OFFICER
Date: March 12, 2004
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 12th day of March 2004.
SIGNATURE TITLE
--------- -----
/S/ C. David Myers President and Chief Executive Officer
- --------------------------------- (Principal Executive Officer)
C. DAVID MYERS
/S/ M. David Kornblatt Vice President and Chief Financial Officer
- --------------------------------- (Principal Financial Officer)
M. DAVID KORNBLATT
/S/ David C. Elder Controller
- --------------------------------- (Principal Accounting Officer)
DAVID C. ELDER
DIRECTORS
*
- ---------------------------------
GERALD C. MCDONOUGH
*
- ---------------------------------
W. MICHAEL CLEVY
*
- ---------------------------------
J. RODERICK HELLER, III
*
- ---------------------------------
ROBERT F. B. LOGAN
*
- ---------------------------------
PAUL J. POWERS
*
- ---------------------------------
DONALD M. ROBERTS
*
- ---------------------------------
JAMES A. URRY
/S/ C. David Myers
- ---------------------------------
C. DAVID MYERS
* By /S/ Jane G. Davis
----------------------------
JANE G. DAVIS
ATTORNEY-IN-FACT
22
INDEPENDENT AUDITORS' REPORT
The Board of Directors and Stockholders
York International Corporation:
Under date of February 13, 2004, we reported on the consolidated balance sheets
of York International Corporation and subsidiaries as of December 31, 2003 and
2002, and the related consolidated statements of operations, comprehensive
income (loss), stockholders' equity, and cash flows for each of the years in the
three-year period ended December 31, 2003, as contained in the 2003 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 2003. In connection with our audits of the
aforementioned consolidated financial statements, we also have audited the
financial statement schedule, Valuation and Qualifying Accounts. 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 13, 2004
23
SCHEDULE II
YORK INTERNATIONAL CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS
YEARS ENDED DECEMBER 31, 2003, 2002, AND 2001
(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
----------- --------- -------- ---------- ------
2003
Allowance for doubtful receivables $ 27,946 11,862 10,428 $ 29,380
Warranties $ 87,940 80,199 66,464 $ 101,675
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
24
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
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 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)
4.2 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)
4.3 364-DAY CREDIT agreement, dated as of March 14, 2003, among YORK
INTERNATIONAL CORPORATION, as borrower, the initial lenders named
therein, as initial lenders, CITIBANK, N.A., as administrative agent,
JPMORGAN CHASE BANK, as syndication agent, BANK OF TOKYO-MITSUBISHI
TRUST COMPANY, FLEET NATIONAL BANK, and NORDEA BANK FINLAND PLC, as
documentation agents, and SALOMON SMITH BARNEY INC. and J.P. MORGAN
SECURITIES, INC., as joint lead arrangers and joint bookrunners
(Incorporated by reference to Exhibit 4.1 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended March 31, 2003, File No.
1-10863)
4.4 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)
4.5 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)
4.6 AMENDMENT NO. 2 TO THE FIVE YEAR CREDIT AGREEMENT, dated as of March
14, 2003, 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 March 31, 2003, File No. 1-10863)
25
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 AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT, dated as of April
21, 2003, among YORK RECEIVABLES FUNDING LLC, YORK INTERNATIONAL
CORPORATION, as servicer, THE MEMBERS OF VARIOUS PURCHASE GROUPS FROM
TIME TO TIME PARTY THERETO, and PNC BANK, NATIONAL ASSOCIATION, as
administrator (Incorporated by reference to Exhibit 4.3 to
Registrant's Form 10-Q for the quarter ended March 31, 2003, File No.
1-10863)
4.9 AMENDMENT NO. 2 TO RECEIVABLES PURCHASE AGREEMENT, dated as of May 19,
2003, among YORK RECEIVABLES FUNDING LLC, YORK INTERNATIONAL
CORPORATION, as initial servicer, THE MEMBERS OF THE VARIOUS PURCHASER
GROUPS FROM TIME TO TIME PARTY THERETO, and PNC BANK, NATIONAL
ASSOCIATION, as administrator (filed herewith)
4.10 AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT, dated as of June
26, 2003, among YORK RECEIVABLES FUNDING LLC, YORK INTERNATIONAL
CORPORATION, as initial servicer, THE MEMBERS OF THE VARIOUS PURCHASER
GROUPS FROM TIME TO TIME PARTY THERETO, and PNC BANK, NATIONAL
ASSOCIATION, as administrator (filed herewith)
4.11 AMENDMENT NO. 4 TO RECEIVABLES PURCHASE AGREEMENT, dated as of October
15, 2003, among YORK RECEIVABLES FUNDING LLC, YORK INTERNATIONAL
CORPORATION, as initial servicer, THE MEMBERS OF THE VARIOUS PURCHASER
GROUPS FROM TIME TO TIME PARTY THERETO, and PNC BANK, NATIONAL
ASSOCIATION, as administrator (filed herewith)
4.12 AMENDMENT NO. 5 TO RECEIVABLES PURCHASE AGREEMENT, dated as of
November 26, 2003, among YORK RECEIVABLES FUNDING LLC, YORK
INTERNATIONAL CORPORATION, as initial servicer, THE MEMBERS OF THE
VARIOUS PURCHASER GROUPS FROM TIME TO TIME PARTY THERETO, and PNC
BANK, NATIONAL ASSOCIATION, as administrator (filed herewith)
4.13 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)
4.14 Terms and Conditions of DKK 200 million, 2 percent bonds with Danske
Bank, dated October 29, 2003 (filed herewith)
4.15 Terms and Conditions of DKK 50 million, 2 percent bonds with Danske
Bank, dated December 16, 2003 (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)
26
*10.3 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)
*10.4 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)
*10.5 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)
*10.6 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)
*10.7 Amendment No. 1 to the York International Corporation Supplemental
Executive Retirement Plan, effective January 1, 1997 (filed herewith)
*10.8 Amendment No. 2 to the York International Corporation Supplemental
Executive Retirement Plan (Incorporated by reference to Exhibit 10.2
to Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2003)
*10.9 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)
*10.10 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)
*10.11 First Amendment to the York International Corporation Executive
Deferred Compensation Plan (Incorporated by reference to Exhibit 10.1
to Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2003, File No. 1-10863)
*10.12 Second Amendment to the York International Corporation Executive
Deferred Compensation Plan, dated December 3, 2003 (filed herewith)
*10.13 York International Corporation Management Stock Purchase Plan
(Incorporated by reference to Exhibit 10.1 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended September 30, 2003, File No.
1-10863)
*10.14 Form of Restricted Stock Agreement by and between Registrant and
certain of its employees, dated March 26, 2003 (filed herewith)
*10.15 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)
*10.16 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
27
ended June 30, 2002, File No. 1-10863)
*10.17 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)
*10.18 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)
*10.19 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)
*10.20 Employment Agreement between York International Corporation and Kam
Leong, 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, 2002, File No. 1-10863).
*10.21 Employment Agreement between York International Corporation and Thomas
F. Huntington, dated September 27, 2001 (filed herewith)
*10.22 Retirement Agreement between York International Corporation and
Michael R. Young, dated October 6, 2003 (filed herewith)
*10.23 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)
*10.24 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)
*10.25 Employment Agreement between York International Corporation and C.
David Myers, dated December 31, 2003 (filed herewith)
*10.26 Employment Agreement between York International Corporation and Thomas
F. Huntington, dated December 31, 2003 (filed herewith)
*10.27 Employment Agreement between York International Corporation and Kam S.
Leong, dated December 31, 2003 (filed herewith)
*10.28 Employment Agreement between York International Corporation and Peter
C. Spellar, dated December 31, 2003 (filed herewith)
*10.29 Form of Employment Agreement between York International Corporation
and certain other key executives, dated December 31, 2003 (filed
herewith)
12 Statement re: Computation of Ratio of Earnings to Fixed Charges (filed
herewith)
28
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)
31.1 Certification of the Chief Executive Officer of York International
Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(filed herewith)
31.2 Certification of the Chief Financial Officer of York International
Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
(filed herewith)
32.1 Certification of the Chief Executive Officer and 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