<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
COMMISSION FILE NUMBER 1-10863
YORK INTERNATIONAL CORPORATION
(EXACT NAME OF 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)
Indicate by check mark whether the 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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
----- -----
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
Class Outstanding at July 26, 1996
----- ----------------------------
Common Stock, par value $.005 43,365,100 shares
<PAGE>
-2-
YORK INTERNATIONAL CORPORATION AND SUBSIDIARIES
Form 10-Q
For the quarterly period ended June 30, 1996
INDEX
-----
<TABLE>
<CAPTION>
Page No.
<S> <C> <C>
Part I. Financial Information
Item 1. Financial Statements
Consolidated Condensed Statements of Operations
(Unaudited) - Six Months and Three Months 3
Ended June 30, 1996 and 1995
Consolidated Condensed Balance Sheets -
June 30, 1996 (Unaudited) and December 31, 1995 4
Consolidated Condensed Statements of Cash Flows
(Unaudited) - Six Months Ended June 30, 1996 and 1995 5
Supplemental Notes to Consolidated Condensed
Financial Statements (Unaudited) 6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 9
Part II. Other Information
Item 1. Legal Proceedings 11
Item 2. Changes in Securities 11
Item 3. Defaults Upon Senior Securities 11
Item 4. Submission of Matters to a Vote of Security Holders 12
Item 5. Other Information 12
Item 6. Exhibits and Reports on Form 8-K 12
</TABLE>
<PAGE>
-3-
PART I - FINANCIAL INFORMATION
------------------------------
YORK INTERNATIONAL CORPORATION AND SUBSIDIARIES
Item 1
CONSOLIDATED CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED)
Consolidated Condensed Statements of Operations (Unaudited)
- - -----------------------------------------------------------
(thousands except per share data)
<TABLE>
<CAPTION>
Three Months Ended
Six Months Ended June 30, June 30,
-------------------------- -----------------------
1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 1,589,827 $ 1,379,338 $ 861,662 $ 775,034
Cost of goods sold 1,242,208 1,074,994 667,265 600,772
--------- --------- ------- -------
Gross profit 347,619 304,344 194,397 174,262
Selling, general and
administrative expenses 218,632 187,346 114,242 100,155
------- ------- ------- -------
Income from operations
before purchase accounting
amortization 128,987 116,998 80,155 74,107
Purchase accounting
amortization 4,856 6,572 2,542 3,286
----- ----- ----- -----
Income from operations 124,131 110,426 77,613 70,821
Interest expense, net 17,536 22,636 8,971 12,889
Equity in (earnings)
losses of affiliates 811 808 (831) 1,047
--- --- --- -----
Income before income taxes 105,784 86,982 69,473 56,885
Provision for income taxes 35,966 32,649 23,620 21,332
------ ------ ------ ------
Net income $ 69,818 $ 54,333 $ 45,853 $ 35,553
====== ====== ====== ======
Earnings per share of $ 1.60 $ 1.41 $ 1.05 $ 0.91
common stock ===== ===== ===== =====
Cash dividends per share $ 0.18 $ 0.12 $ 0.09 $ 0.06
===== ===== ===== =====
Weighted average common shares
and common equivalents
outstanding (in thousands) 43,683 38,495 43,792 39,242
</TABLE>
See accompanying supplemental notes to consolidated condensed financial
statements.
<PAGE>
-4-
PART I - FINANCIAL INFORMATION
------------------------------
YORK INTERNATIONAL CORPORATION AND SUBSIDIARIES
Consolidated Condensed Balance Sheets
- - -------------------------------------
(thousands of dollars)
<TABLE>
<CAPTION>
ASSETS
June 30, 1996 December 31,
Current Assets: (Unaudited) 1995
-------------- ------------
<S> <C> <C>
Cash and cash equivalents $ 4,954 $ 8,838
Receivables 607,778 554,557
Inventories:
Raw materials 173,899 157,514
Work in process 136,583 117,308
Finished goods 254,338 243,161
------- -------
Total inventories 564,820 517,983
------- -------
Prepayments and other current assets 96,617 98,133
------- -------
Total current assets 1,274,169 1,179,511
Deferred income taxes 21,056 22,425
Unallocated excess of cost
over net assets acquired 346,802 350,268
Investments in affiliates 20,143 16,694
Property, plant and equipment, net 342,617 332,088
Deferred charges and other assets 23,910 26,016
------- -------
Total assets $ 2,028,697 $ 1,927,002
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable and current portion
of long-term debt $ 57,297 $ 86,108
Accounts payable and accrued expenses 631,551 664,490
Income taxes 50,695 35,850
---------- ----------
Total current liabilities 739,543 786,448
Warranties 32,169 27,943
Long-term debt 378,802 314,246
Postretirement benefit liabilities 126,242 124,634
Other long-term liabilities 52,086 48,917
---------- ----------
Total liabilities 1,328,842 1,302,188
Stockholders' equity 699,855 624,814
---------- ----------
Total liabilities and stockholders' equity $ 2,028,697 $ 1,927,002
========== ==========
</TABLE>
See accompanying supplemental notes to consolidated condensed financial
statements.
<PAGE>
-5-
PART I - FINANCIAL INFORMATION
------------------------------
YORK INTERNATIONAL CORPORATION AND SUBSIDIARIES
<TABLE>
<CAPTION>
Consolidated Condensed Statements of Cash Flows (Unaudited)
- - -----------------------------------------------------------
(thousands of dollars)
Six Months Ended June 30,
-------------------------
1996 1995
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net income $ 69,818 $ 54,333
Adjustments to reconcile net income to net cash
provided (used) by operating activities:
Depreciation and amortization 23,639 19,838
Amortization of deferred charges 8,157 9,768
Provision for doubtful accounts receivable 3,504 2,318
Other 5,550 3,174
Change in assets and liabilities net of
effects from purchase of other companies:
Receivables (55,664) (59,083)
Inventories (45,961) (55,185)
Prepayments and other current assets 11,765 (825)
Deferred income taxes 1,343 2,568
Other assets (1,830) (6,482)
Accounts payable and accrued expenses (32,322) 23,131
Income taxes 4,290 13,967
Warranties 4,147 2,818
Post-retirement benefit liabilities 1,608 1,474
Other long-term liabilities (2,039) (5,117)
-------- ---------
Net cash provided (used) by operating activities (3,995) 6,697
-------- ---------
Cash flows from investing activities:
Payment for purchases of and investments in
other companies (net of cash acquired) - (249,279)
Capital expenditures (36,043) (28,287)
Other 163 47
-------- ---------
Net cash used by investing activities (35,880) (277,519)
-------- ---------
Cash flows from financing activities:
Common stock issued 8,005 199,619
Treasury stock issued 25 (64)
Proceeds from issuance of long term debt - 177,060
Long-term debt payments (90) (150,000)
Borrowings (payments) on short term debt (31,095) 48,948
Net proceeds from issuance of commercial paper 66,933 -
Dividends paid (7,790) (4,518)
-------- ---------
Net cash provided by financing activities 35,988 271,045
-------- ---------
Effect of exchange rate changes on cash 3 (9)
-------- ---------
Net increase (decrease) in cash and cash equivalents (3,884) 214
Cash and cash equivalents at beginning of period 8,838 5,915
-------- ---------
Cash and cash equivalents at end of period $ 4,954 $ 6,129
======== =========
</TABLE>
See accompanying supplemental notes to consolidated condensed financial
statements.
<PAGE>
-6-
YORK INTERNATIONAL CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)
(1) The consolidated condensed financial statements included herein have been
prepared by the Registrant pursuant to the rules and regulations of the
Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been
condensed or omitted pursuant to applicable rules and regulations, although
the registrant believes that the disclosures herein are adequate to make
the information presented not misleading. In the opinion of the Company,
the accompanying consolidated condensed financial statements contain all
adjustments (consisting of only normally recurring accruals) necessary to
present fairly the financial position as of June 30, 1996 and December 31,
1995, the results of operations for the three and six month periods ended
June 30, 1996 and 1995, and the cash flows for the six months ended June
30, 1996 and 1995.
(2) The results of operations for interim periods are not necessarily
indicative of the results expected for the full year.
(3) The following tables summarize the capitalization of the Company at June
30, 1996 and at December 31, 1995 (in thousands of dollars):
<TABLE>
<CAPTION>
June 30, 1996 December 31, 1995
------------- -----------------
Current Long Term Current Long Term
-------- --------- ------- ---------
<S> <C> <C> <C> <C>
Indebtedness:
Bank loans $ 50,896 $ - $ 78,999 $ -
Other 6,401 52,405 7,109 53,775
Senior notes - 100,000 - 100,000
Term loans - 114,674 - 115,681
Commercial paper - 111,723 - 44,790
------- -------- --------- ------------
Total notes payable and
long-term debt $ 57,297 $ 378,802 $ 86,108 $ 314,246
======= ======== ======= ========
<CAPTION>
June 30, December 31,
Stockholders' equity: 1996 1995
-------- -----------
<S> <C> <C>
Common Stock $.005 par value; 200,000,000 shares
authorized; issued 43,396,000 shares at June 30, 1996
and 43,126,000 shares at December 31, 1995 $ 217 $ 216
Additional paid in capital 654,692 644,377
Retained earnings 76,052 14,024
Currency translation adjustment (21,214) (22,426)
Treasury stock, 51,842 shares at June 30, 1996
and 52,506 shares at December 31, 1995, at cost (1,884) (1,909)
Unearned compensation (8,008) (9,468)
------ ------
Total stockholders' equity $ 699,855 $ 624,814
======== ========
</TABLE>
(continued)
<PAGE>
-7-
YORK INTERNATIONAL CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)
At June 30, 1996 and December 31, 1995, the Company maintained a $350
million revolving credit facility pursuant to an Amended and Restated
Credit Agreement (the Agreement) expiring on July 31, 2000. The facility
was amended and restated on July 21, 1995. At June 30, 1996 and December
31, 1995, no amounts were outstanding under the facility. The Agreement
provides for borrowings under the facility at LIBOR plus .20% or at bid
rates as specified in the Agreement. At June 30, 1996 and December 31,
1995 the LIBOR rate was 5.59% and 5.78%, respectively. A fee of .10% is
paid on the unused facility. The Agreement, as amended, contains financial
and operating covenants requiring the Company to maintain certain
financial ratios and restricting its ability to incur indebtedness, make
investments and create or permit to exist certain liens.
The Company's non-U.S. subsidiaries maintain bank credit facilities in
various currencies that provided for borrowings of $240.8 million and
$266.8 million at June 30, 1996 and December 31, 1995, respectively, of
which $147.4 million and $163.6 million, respectively, were unused. In
some instances, borrowings against these credit facilities have been
guaranteed by the Company to assure availability of funds at favorable
rates.
The Company established a commercial paper facility with two dealers in
November, 1995. Commercial paper borrowings are expected to be reborrowed
in the ordinary course of business. The average interest rate on the
commercial paper was 5.55% and 5.88% as of June 30, 1996 and December 31,
1995, respectively.
During 1995, the Company arranged two term loans denominated in foreign
currencies. The Company borrowed $26.2 million with a final maturity on
November 15, 1998 and an interest rate of 3.98%. The loan is repayable in
four annual installments. On December 21, 1995, the Company borrowed $100
million with an interest rate of 4.87%, which matures on December 14,
2000. All principal and interest payments for the five year term were
swapped to U.S. dollars at inception. The term loan agreements contain
financial and operating covenants that are equivalent to the covenants of
the Company's Amended and Restated Credit Agreement.
In July 1995, the Company registered $200 million in debt securities with
the Securities and Exchange Commission. Under terms of the registration
statement, the Company may offer and sell up to that amount of such
securities at prices and terms to be determined at or prior to sale. No
amounts of such debt securities are outstanding at June 30, 1996 or
December 31, 1995.
Under a receivables sales agreement, the Company sold a fractional
ownership interest in a defined pool of trade accounts receivable for $100
million in 1996 and 1995. The sold accounts receivable are reflected as a
reduction of receivables in the accompanying consolidated balance sheets.
Under this agreement, the maximum amount of the purchasers' investment is
currently $100 million and is subject to decrease based on the level of
eligible accounts receivable and restrictions on concentrations of
receivables. The discount rate on the receivables sold at June 30, 1996
and December 31, 1995 was approximately 5.40% and 5.76%, respectively.
During May 1995, the Stockholders approved the Amended and Restated 1992
Omnibus Stock Plan authorizing the issuance of up to 3,000,000 shares of
the Company's common stock as stock options or restricted share awards.
The exercise price of the stock options granted under this plan is not
less than the fair market value of the shares on the date the option is
granted. The restricted shares are granted at a price determined by the
Board of Directors. In March, 1996, key employees were awarded 787,280
stock options at an exercise price of $46.75 per share.
(4) Purchase accounting amortization primarily represents the amortization of
the unallocated excess of cost over net assets acquired, incurred in
connection with the acquisition of the Company in 1988.
(5) The Company's earnings per share are based on the weighted average
outstanding common shares and common share equivalents.
(continued)
<PAGE>
-8-
YORK INTERNATIONAL CORPORATION AND SUBSIDIARIES
SUPPLEMENTAL NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited)
(6) Acquisitions
On July 29, 1995, the Company acquired the outstanding shares of Northfield
Freezing Systems, Inc. (NFS), located in Northfield, Minnesota. NFS
develops, designs, sells and services food processing freezing equipment.
On July 5, 1995, the Company and a Thai partner formed a manufacturing
joint venture in Thailand. The Company has a 67% interest in this joint
venture which acquired the operating assets of the partner's existing
facility. The venture will produce residential air conditioning products
for distribution primarily in markets outside of North America.
On May 31, 1995, the Company acquired two divisions of Gram A/S, Gram
Refrigeration and Gram Contractors, headquartered in Vojens, Denmark (Gram
Divisions). The Gram Divisions develop, manufacture, sell and service
components for industrial refrigeration worldwide.
On May 25, 1995, the Company purchased an additional 20% interest in
Taiwan-YORK Company, Inc. raising the Company's ownership from 40% to 60%.
On May 3, 1995, Bristol Compressors, Inc., a subsidiary of the Company,
formed a partnership to operate a new joint venture for the development and
production of scroll compressors. The joint venture, called Scroll
Technologies, is a partnership which owns and operates a scroll compressor
plant.
On April 19, 1995, the Company formed a joint venture with a partner in the
People's Republic of China ("P.R.C.") for the manufacture of certain
commercial air conditioning products in the P.R.C.
On March 1, 1995, the Company acquired all of the capital stock of Evcon
Holdings, Inc., a Delaware corporation ("Holdings"), which was the sole
shareholder of Evcon Industries, Inc., a Delaware corporation ("Evcon")
that designs, manufactures and supplies air conditioning, heating and air
handling equipment for the residential, manufactured housing and light
commercial markets. Evcon is based in Wichita, Kansas where it maintains
manufacturing facilities.
In January 1995, the Company acquired the assets of Mining and Industrial
Air Conditioning (Pty) Ltd. ("MIAC"), based in Johannesburg, South Africa.
MIAC is a design engineering, supplier and service company to the mining
and process refrigeration industries, as well as a supplier to air
conditioning contractors. The Company also acquired a 50% interest in a
joint venture with Compania Roca Radiadores S.A., located in Sabadell,
Spain and known as Clima Roca York ("Roca"). Roca manufactures residential
and commercial air conditioning products in Spain and distributes air
conditioning products throughout Western Europe.
(7) Reference is made to the Registrant's 1995 Annual Report on Form 10-K for
more detailed financial statements and footnotes.
<PAGE>
-9-
YORK INTERNATIONAL CORPORATION AND SUBSIDIARIES
Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Results of Operations
- - ---------------------
Net sales for the three months ended June 30, 1996 increased 11.2% to $ 861.7
million as compared to $775.0 million for the three months ended June 30, 1995.
Income from operations for the second quarter of 1996 was $77.6 million compared
to $70.8 million for the second quarter of 1995. Net sales for the six months
ended June 30, 1996 increased 15.3% to $1,589.8 million as compared to $1,379.3
million for the six months ended June 30, 1995. Income from operations for the
first six months of 1996 was $124.1 million as compared to $110.4 million for
the first six months of 1995. For the first six months of 1996 as compared with
the same period in 1995, revenues for the Company's commercial, residential and
refrigeration products showed an increase. The increase in commercial revenue
was due primarily to increased volume of service and repair business and
favorable market conditions in the international marketplace. Residential
product revenue increased primarily as a result of increased sales volume due to
favorable market conditions and new product introductions. Refrigeration
product revenue increased due to the strong market conditions.
For the second quarter, aggregate non-U.S. sales increased 13.2% from the
second quarter of 1995 to $383.3 million primarily as a result of increased
market penetration in the international residential products market and
favorable conditions in the Asia-Pacific and Latin American markets, partially
offset by weakening economic conditions in the European markets. Domestic
revenue increased 9.6% to $478.4 million primarily as a result of strong
commercial sales, new residential product introductions, and increased volume in
the service and repair business and in refrigeration revenue.
Equipment order backlog at June 30, 1996 was $939 million which is 12.6% higher
than one year ago and 8.0% above the $899 million backlog at December 31, 1995.
Domestic backlog is up 7.1% and international backlog is up 18.5% from the
second quarter of 1995. The increase in backlog is primarily attributable to
strong ordering patterns for refrigeration and commercial equipment both
domestically and internationally. Internationally, the Company's backlog
outperformed the marketplace as a result of continued improvement in the
Company's worldwide distribution system.
The following table sets forth second quarter revenue by product and geographic
market (in thousands):
<TABLE>
<CAPTION>
Three months ended June 30,
----------------------------
1996 1995
------ ------
<S> <C> <C>
Commercial products $ 405,056 $ 360,150
Residential products 303,134 281,164
Refrigeration products 153,472 133,720
-------- --------
Total revenue $ 861,662 $ 775,034
======== ========
U.S. 56% 56%
International 44% 44%
-------- --------
Total 100% 100%
======== ========
</TABLE>
(continued)
<PAGE>
-10-
YORK INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
Gross profit in the second quarter of 1996 increased 11.6% to $194.4 million or
22.6% of net sales as compared to 22.5% of net sales for the 1995 period. Gross
profit for the six month period increased 14.2% to $347.6 million or 21.9% of
net sales as compared to 22.1% of net sales for the same period in 1995. The
increase in gross profit for the second quarter was primarily due to realized
price increases, new product introductions together with cost reduction programs
partially offset by inflationary cost increases.
Selling, general and administrative expenses in the second quarter of 1996 were
$114.2 million, 13.3% of net sales, versus $100.2 million, 12.9% of net sales,
in 1995. Selling, general, and administrative expenses for the six months ended
June 30, 1996 of $218.6 million were 13.8% of net sales as compared to 13.6% of
net sales for the same six month period in 1995. The increase as a percent of
net sales is due to the costs associated with new product introductions,
bringing acquired companies up to York's reporting and operating standards,
increased expenditures on infrastructure in the international locations and
increased research and development costs.
Interest expense during the second quarter decreased to $9.0 million in 1996
from $12.9 million in 1995. This was a result of decreased domestic interest
rates in 1996 and lower average borrowings.
The provision for income taxes of $23.6 million in the second quarter of 1996
relates both to U.S. and non-U.S operations. This represents a decrease in the
effective tax rate which is primarily the result of the mix of earnings between
the various taxing jurisdictions, the benefit of increased export incentives,
and, the effects of tax planning strategies. These benefits were partially
offset by the tax impact of nondeductible items, including the amortization of
goodwill.
As a result of the above factors, the Company had a net income of $45.9 million
in the second quarter of 1996 as compared to net income of $35.6 million in the
second quarter of 1995, an increase of 29%.
Liquidity and Capital Resources
- - -------------------------------
Working capital requirements are generally met through a combination of
internally generated funds, bank lines of credit, commercial paper issuances,
financing of trade receivables and credit terms from suppliers which approximate
receivable terms from the Company's customers. The Company believes that its
bank lines of credit under its 1995 Amended and Restated Credit Agreement will
be sufficient to meet working capital needs through 1996. Additional sources of
working capital include customer deposits and progress payments.
The Company had working capital of $534.6 million and $393.1 million as of June
30, 1996 and December 31, 1995, respectively. The current ratio was 1.72 at
June 30, 1996 as compared to 1.50 at December 31, 1995.
At June 30, 1996, the Company maintained a $350 million Amended and Restated
Credit Agreement (the Agreement) expiring on July 31, 2000. The Agreement was
amended and restated on July 21, 1995. At June 30, 1996 and December 31, 1995
the Company could borrow $350 million. The Agreement provides for borrowings
under the facility at LIBOR plus .20% or at bid rates as specified in the
agreement. At June 30, 1996 the LIBOR rate was 5.59%. A fee of .10% is paid on
the facility. The Agreement, as amended, contains financial and operating
covenants requiring the Company to maintain certain financial ratios and
restricting its ability to incur indebtedness, make investments and create or
permit to exist certain liens.
Commercial paper borrowings are expected to be reborrowed in the ordinary
course of business. The average interest rate on the commercial paper was 5.55%
as of June 30, 1996.
The term loans mature at various dates to December 31, 2000 and bear interest
at rates from 3.98% to 4.87%. The term loan agreements contain financial and
operating covenants that are equivalent to the covenants of the Company's
Amended and Restated Credit Agreement.
The $100 million of Senior Notes bear interest at 6.75% fixed rate and have a
maturity of ten years from the date of issue.
(continued)
<PAGE>
-11-
YORK INTERNATIONAL CORPORATION AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The Company sold a fractional ownership interest in a defined pool of trade
accounts receivable for $100 million. At June 30, 1996, the discount rate on
the accounts receivable sold was approximately 5.40%.
In July 1995, the Company registered $200 million in debt securities with the
Securities and Exchange Commission. Under terms of the registration statement,
the Company may offer and sell up to that amount of such securities from time to
time at prices and terms to be determined at or prior to sale. No amounts of
such debt securities are outstanding at June 30, 1996.
Because the Company's obligations under the Amended and Restated Credit
Agreement and Receivables Sales Agreement bear interest at floating rates, the
Company's interest costs are sensitive to changes in prevailing interest rates.
Based on historical cash flows, the Company believes that it will be able to
satisfy its interest payment obligations under the Amended and Restated Credit
Agreement and its working capital and capital expenditure requirements from
operating cash flows together with funds available under the revolving credit
facility.
In the ordinary course of business the Company enters into various types of
transactions that involve contracts and financial instruments with off-balance-
sheet risk. The Company enters into these financial instruments to manage
financial market risk, including foreign exchange, commodity price and interest
rate risk. The Company enters into these financial instruments utilizing over-
the-counter as opposed to exchange traded instruments. The Company mitigates
the risk that counterparties to these over-the-counter agreements will fail to
perform by only entering into agreements with major international financial
institutions.
Capital expenditures currently anticipated for expanded capacity, cost
reductions and the introduction of new products during the next twelve months
will be in excess of depreciation and amortization. These expenditures will be
funded from a combination of operating cash flows and funds available under the
revolving credit facility.
Cash dividends of $0.09 per share were paid on common stock in the second
quarter of 1996. The declaration and payment of future dividends will be at the
sole discretion of the Board of Directors and will depend upon such factors as
the Company's profitability, financial condition, cash requirements and future
prospects.
PART II - Other Information
Item 1 Legal Proceedings
Not Applicable
Item 2 Changes in Securities
An amendment to the Company's charter was approved by the
stockholders at the 1996 Annual Meeting of Stockholders (see Item
4), which permits the Company to increase the number of
authorized shares of the Company's Common Stock.
Item 3 Defaults Upon Senior Securities
Not Applicable
<PAGE>
-12-
YORK INTERNATIONAL CORPORATION AND SUBSIDIARIES
PART II - Other Information
Item 4 Submission of Matters to a Vote of Security Holders
(a) The Registrant's Annual Meeting of Stockholders was held on May 2,
1996.
(b) Proxies were solicited for the meeting. All nominees for Director
were elected and items (c) 2,3, and 4 (see below) were approved.
(c) The following votes were cast at the Annual Meeting for the matters
indicated below:
<TABLE>
<CAPTION>
<S> <C> <C> <C>
1. Election of Directors Votes For Votes Withheld
--------------------- --------- --------------
Malcolm W. Gambill 33,171,421 79,543
Robert F. B. Logan 32,887,570 363,394
Gerald C. McDonough 33,170,022 80,942
Robert N. Pokelwaldt 33,183,566 67,398
Donald M. Roberts 33,151,604 91,360
James E. Urry 33,101,762 149,202
John E. Welsh 33,102,443 148,521
Walter B. Wriston 33,155,975 94,989
2. Amendment to the Company's Votes For Votes Against
--------- -------------
Certificate of Incorporation 30,281,922 2,664,387
to increase the authorized
number of shares of the
Company's Common Stock.
3. The Approval of the 1996 Votes For Votes Against
--------- -------------
Incentive Compensation Plan. 32,350,307 445,258
4. The appointment of Votes For Votes Against
--------- -------------
KPMG Peat Marwick LLP 33,034,189 192,817
as independent auditors
</TABLE>
Item 5 Other Information
Not Applicable
Item 6 Exhibits and Reports on Form 8-K
(a) Exhibit 4.6 Amended and Restated Certificate of Incorporation of
Registrant dated as of May 3, 1996 (filed herewith)
Exhibit 10.11 Registrant's 1996 Incentive Compensation Plan (filed
herewith)
Exhibit 27 Financial Data Schedule (EDGAR only)
(b) None
<PAGE>
-13-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned unto duly authorized.
YORK INTERNATIONAL CORPORATION
------------------------------
Registrant
Date July 26, 1996 /S/ Dean T. DuCray
-------------- ------------------------------
Vice President and Chief Financial Officer
<PAGE>
-14-
EXHIBIT INDEX
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Exhibit No. Description
- - ----------- ----------------------------------------------------------------
4.6 Amended and Restated Certificate of Incorporation of Registrant
dated as of May 3, 1996 (filed herewith)
10.11 Registrant's 1996 Incentive Compensation Plan (filed herewith)
27 Financial Data Schedule (EDGAR only)
<PAGE>
EXHIBIT 4.6
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
YORK INTERNATIONAL CORPORATION
YORK INTERNATIONAL CORPORATION, a Delaware corporation, hereby
certifies as follows:
1. The name of the Corporation is York International Corporation.
The Corporation was originally incorporated under the name "York Holdings
Corporation." The date of filing of its original Certificate of Incorporation
with the Secretary of State of the State of Delaware was June 27, 1988. The
Corporation filed an Amended and Restated Certificate of Incorporation with the
Secretary of State of the State of Delaware on September 8, 1989, on January 31,
1991 and on September 30, 1991.
2. This Amended and Restated Certificate of Incorporation amends and
restates the provisions of the Amended and Restated Certificate of Incorporation
of the Corporation and was duly adopted in accordance with the provisions of
Sections 242 and 245 of the General Corporation Law of the State of Delaware.
3. The text of the Amended and Restated Certificate of Incorporation
is hereby amended and restated in its entirety to read as follows:
ARTICLE ONE
The name of the Corporation is York International Corporation.
ARTICLE TWO
The address of the Corporation's registered office in the State of
Delaware is Corporation Trust Center, 1209 Orange Street, in the City of
Wilmington, County of New Castle l9801. The name of its registered agent at
such address is The Corporation Trust Company.
<PAGE>
ARTICLE THREE
The nature of the business or purposes to be conducted or promoted is
to engage in any lawful act or activity for which corporations may be organized
under the General Corporation Law of the State of Delaware.
ARTICLE FOUR
[Deleted]
ARTICLE FIVE
A. AUTHORIZED SHARES
-----------------
Subject to the provisions of the ARTICLE FIVE and ARTICLE TEN, the
total number of shares of capital stock which the Corporation has authority to
issue is 210,000,000 shares, consisting of (a) 200,000,000 shares of common
stock, par value $.005 per share ("Common Stock"), and (b) 10,000,000 shares of
preferred stock, par value $.005 per share ("Preferred Stock").
B. COMMON STOCK
------------
Except as otherwise provided in this Amended and Restated Certificate
of Incorporation or as otherwise required by applicable law, all shares of
Common Stock will be identical in all respects and will entitle the holders
thereof to the same rights and privileges.
1. Voting Rights.
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(i) Except as otherwise required by law, on all matters to be
voted on by the Corporation's stockholders the Common Stock will be entitled to
one vote per share.
(ii) The Common Stock will, except as expressly provided in this
Amended and Restated Certificate of Incorporation or as expressly required under
the General Corporation Law of the State of Delaware, vote as a single class on
all matters to be voted on by the Corporation's stockholders.
2. Dividends. When and as dividends are declared thereon, whether
---------
payable in cash, property or securities of the Corporation, each holder of
Common Stock will be entitled to participate in such dividends ratably on a per
share basis.
3. Liquidation. The holders of the Common Stock will be entitled
-----------
to share ratably on a per share basis in all distributions to the holders of the
Common Stock in any liquidation, dissolution or winding up of the Corporation.
<PAGE>
4. Registration of Transfer. The Corporation will keep at its
------------------------
principal office (or such other place as the Corporation reasonably designates)
a register for the registration and transfer of shares of Common Stock. Upon the
surrender of any certificate representing shares of Common Stock at such place,
the Corporation will, at the request of the registered holder of such
certificate, execute and deliver a new certificate or certificates in exchange
therefor representing in the aggregate the number of shares represented by the
surrendered certificate, and the Corporation forthwith will cancel such
surrendered certificate. Each such new certificate will be registered in such
name and will represent such number of shares as is requested by the holder of
the surrendered certificate and will be substantially identical in form to the
surrendered certificate. The issuance of new certificates will be made without
charge to the holders of the surrendered certificates for any issuance tax in
respect thereof or other cost incurred by the Corporation in connection with
such issuance.
5. Replacement. Upon receipt of evidence reasonably satisfactory to
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the Corporation (an affidavit of the registered holder will be satisfactory) of
the ownership and the loss, theft, destruction or mutilation of any certificate
evidencing one or more shares of Common Stock, and in the case of any such loss,
theft or destruction, upon receipt of indemnity reasonably satisfactory to the
Corporation, or, in the case of any such mutilation upon surrender of such
certificate, the Corporation will (at its expense) execute and deliver in lieu
of such certificate a new certificate of like kind representing the number of
shares represented by such lost, stolen, destroyed or mutilated certificate and
dated the date of such lost, stolen, destroyed or mutilated certificate.
6. Notices. All notices referred to in this Amended and Restated
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Certificate of Incorporation shall be in writing, shall be delivered personally
or by first class mail, postage prepaid, and shall be deemed to have been given
when received by the Corporation at its principal executive offices and to any
stockholder at such holder's address as it appears in the stock records of the
Corporation (unless otherwise specified in a written notice to the Corporation
by such holder).
7. Amendment and Waiver. No amendment or waiver of any provision
--------------------
of ARTICLE FOUR or this ARTICLE FIVE will be effective without the prior
approval of the holders of a majority of the then outstanding Common Stock
voting as a single class.
C. PREFERRED STOCK
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The Preferred Stock authorized by this Certificate of Incorporation
may be issued from time to time in one or more series for such consideration as
the Board of Directors may from time to time fix. The Board of Directors is
authorized to determine or alter any or all of the rights, preferences,
privileges and restrictions granted to or imposed upon any wholly unissued
series of Preferred Stock, and to fix, alter or reduce (but not below the number
then outstanding) the number of shares comprising any such
<PAGE>
series and the designation thereof, or any of them, and to provide for the
rights and terms of redemption or conversion of the shares of any such series;
provided that the holders of shares of Preferred Stock will not be entitled to
more than one vote per share when voting as a class with the holders of shares
of Common Stock.
ARTICLE SIX
The Corporation is to have perpetual existence.
ARTICLE SEVEN
In furtherance and not in limitation of the powers conferred by
statute, the Board of Directors of the Corporation is expressly authorized to
make, alter or repeal the by-laws of the Corporation.
ARTICLE EIGHT
Meetings of stockholders may be held within or without the State of
Delaware, as the by-laws of the Corporation and this Amended and Restated
Certificate of Incorporation may provide. The books of the Corporation may be
kept outside the State of Delaware at such place or places as may be designated
from time to time by the Board of Directors or in the by-laws of the
Corporation. Election of directors need not be by written ballot unless the by-
laws of the Corporation so provide.
ARTICLE NINE
To the fullest extent permitted by the General Corporation Law of the
State of Delaware as the same exists or may hereafter be amended, a director of
this Corporation shall not be liable to the Corporation or its stockholders for
monetary damages for a breach of fiduciary duty as a director. Any repeal or
modification of this ARTICLE NINE shall not adversely affect any right or
protection of a director of the Corporation existing at the time of such repeal
or modification.
ARTICLE TEN
CERTAIN RIGHTS OF THE CORPORATION'S STOCKHOLDERS
1. Section 203 Not Applicable. The Corporation shall not be governed
--------------------------
by the provisions of Section 203 of the General Corporation Law of the State of
Delaware.
2. Special Meetings of Stockholders; Voting. Special meetings of
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the stockholders of the Corporation may be called by the Board of Directors,
such Person or Persons as may be authorized to call a special meeting by the
Corporation's by-laws, or by the holders of 15% of the Corporation's Voting
Shares. The holders of a majority of
<PAGE>
the Voting Shares shall constitute a quorum at all meetings of stockholders.
When a quorum is present or represented by proxy at any meeting, the vote of the
holders of a majority of the Voting Shares present in person or represented by
proxy and voting shall decide any question brought before the meeting, except as
otherwise provided by law or the provisions of ARTICLE FIVE, Section B,
subsection 7 or this ARTICLE TEN. All Voting Shares shall be entitled to one
vote per share on any matter submitted to a vote of stockholders, except as
otherwise provided by the provisions of this ARTICLE TEN. All proxies, ballots,
votes and tabulations that identify the particular vote of holders of Voting
Shares shall be confidential and shall not be disclosed except (i) to
independent election inspectors appointed by the Corporation, who shall not be
directors, officers, or employees of the Corporation, (ii) as required by law,
or (iii) when expressly requested by the voting stockholder.
3. Action By Stockholders In Lieu of A Meeting. Any action
-------------------------------------------
required by the General Corporation Law of the State of Delaware to be taken at
any annual or special meeting of the stockholders of the Corporation, or any
action which may be taken at any annual or special meeting of such stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent or consents in writing, setting forth the action so taken, shall be
signed by the holders of outstanding stock having not less than the minimum
number of votes that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present and voting and
shall be delivered to the Corporation by delivery to its registered office in
Delaware, the Corporation's principal place of business, or an officer or agent
of the Corporation having custody of the book in which proceedings of meetings
of stockholders are recorded. Delivery made to the Corporation's registered
office shall be by hand or by certified or registered mail, return receipt
requested.
4. Election Of The Board Of Directors
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(a) Annual Election. Directors of the Corporation shall not be
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divided into classes, and the term of each director shall expire at the annual
meeting of stockholders.
(b) Vacancies. Vacancies on the Board of Directors and newly created
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directorships shall be filled by a majority of the directors then in office,
although less than a quorum, or by a sole remaining director.
5. Classes Of Stock. [Deleted]
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6. Issuances Of Equity Securities
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(a) Vote Required for Certain Sales of Equity Securities. Except as
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set forth in subsection (b) of this Section 10.6, in addition to any affirmative
vote of stockholders required by any provision of law, this Amended and Restated
Certificate of Incorporation or the by-laws of the Corporation, or any policy
adopted by the Board of
<PAGE>
Directors, the Corporation shall not, and shall not permit any Subsidiary to, on
or after September 30, 1991, directly or indirectly, issue or sell any Equity
Security of the Corporation or any Subsidiary to any Person who would be, after
giving effect to such issuance or sale, an Interested Person, without the
affirmative vote of the holders of Voting Shares which represent at least a
majority of the aggregate voting power of all outstanding Voting Shares, voting
together as a single class, excluding from such vote and from Voting Shares
deemed to be outstanding all Voting Shares Beneficially Owned by such Person.
Such affirmative vote shall be required notwithstanding the fact that no vote
may be required, or that a lesser percentage may be specified, by law or any
agreement with any national securities exchange or otherwise.
(b) When a Vote is Not Required. The provisions of subsection (a) of
---------------------------
this Section 10.6 shall not be applicable with respect to any issuance of shares
of a class of Equity Securities (x) where such issuance or sale is made to a
Person who is not an Affiliate of the Corporation and such issuance or sale has
been approved by a majority of the members of the Board of Directors who are not
employees of the Corporation; or (y) pursuant to (i) any stock split-up or
division effected by the Corporation on a pro rata basis to all stockholders of
such class, (ii) any dividend that is paid by the Corporation in shares of
Equity Securities of the Corporation or any Subsidiary on a pro rata basis to
all stockholders of such class, (iii) any dividend reinvestment plan adopted by
the Corporation in which all stockholders of such class are eligible to
participate, (iv) any sale to underwriters in connection with a bona fide
underwritten public offering of Voting Shares, or (v) warrants, options or
similar rights existing on or before September 1, 1991.
7. Restriction Of Greenmail
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(a) Vote Required for Certain Acquisitions of Equity Securities.
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Except as set forth in subsection (b) of this Section 10.7, in addition to any
affirmative vote of stockholders required by any provision of law, this Amended
and Restated Certificate of Incorporation or the by-laws of the Corporation, or
any policy adopted by the Board of Directors, the Corporation shall not, and
shall not permit any Subsidiary to, knowingly effect any direct or indirect
purchase or other acquisition (including, without limitation, redemptions and
exchanges), from any Person, of any Equity Security of a class of securities
issued by the Corporation or any Subsidiary which is registered pursuant to
Section l2 of the Exchange Act, at a price which is in excess of the Market
Price of such Equity Security on the date that the understanding to effect such
transaction is entered into by the Corporation or any Subsidiary (whether or not
such transaction is concluded or a written agreement relating to such
transaction is executed on such date, such date to be conclusively established
by determination of the Board of Directors), without the affirmative vote of the
holders of the Voting Shares which represent at least a majority of the
aggregate voting power of all outstanding Voting Shares, voting together as a
single class, excluding from such vote and from Voting Shares deemed to be
outstanding all Voting Shares Beneficially Owned by such Person. Such
affirmative vote
<PAGE>
shall be required notwithstanding the fact that no vote may be required, or that
a lesser percentage may be specified, by law or any agreement with any Person.
(b) When a Vote is Not Required. The provisions of subsection (a) of
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this Section 10.7 shall not be applicable with respect to:
(i) any purchase, acquisition, redemption, or exchange of
Preferred Stock, the purchase, acquisition, redemption or exchange of which is
provided for in any provisions of this Amended and Restated Certificate of
Incorporation of the Corporation establishing the designations, rights, and
preferences of such Preferred Stock; or
(ii) any purchase or other acquisition of Equity Securities made
as part of a tender or exchange offer by the Corporation made on the same terms
to all holders of such Equity Securities and complying with the applicable
requirements of the Exchange Act and the rules and regulations thereunder (or
any successor provisions to such Act, rules or regulations).
8. Rights And Options
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(a) Vote Required for Rights and Options. Except as set forth in
------------------------------------
subsection (b) of this Section 10.8, the Corporation shall not, and shall not
permit any Subsidiary to, create or issue any rights or options entitling the
holders thereof to purchase or otherwise obtain any Equity Securities issued or
to be issued by the Corporation or any such Subsidiary, without the affirmative
vote of the holders of Voting Shares which represent at least a majority of the
aggregate voting power of all outstanding Voting Shares, voting together as a
single class.
(b) When a Vote is Not Required. The provisions of subsection (a) of
---------------------------
this Section 10.8 shall not be applicable with respect to creation or issuance
of (i) any rights or options to employees of the Corporation or any Subsidiary
in connection with customary compensation arrangements entered into by the
Corporation or any Subsidiary in the ordinary course of business or (ii) options
or rights to purchase or obtain Equity Securities of any Subsidiary which
constitutes less than 10% of the consolidated assets of the Corporation as
reflected on the most recent audited financial statements of the Corporation
available at the time of issuance issued to (x) employees of such Subsidiary in
connection with their employment by such Subsidiary or (y) any Person, other
than an Interested Person, pursuant to a bona fide business venture between the
Corporation and/or such Subsidiary on one hand and such Person on the other hand
or (z) (i) Preferred Stock or (ii) indebtedness of the Corporation which is
convertible into Equity Securities.
9. Golden Parachutes. The Corporation shall not enter into or
-----------------
extend any agreements or arrangements pursuant to which compensation would be
paid to any
<PAGE>
director, officer, or employee of the Corporation which is contingent upon a
change of control, merger or acquisition of the Corporation, unless:
(a) as to any director, officer or other employee whom the Board of
Directors has determined makes or is likely to make a significant contribution
to the business of the Corporation (i) such action receives the affirmative vote
of a majority of the members of the Board of Directors who are not employees of
the Corporation and (ii) payments made to a person pursuant to any such
agreement or arrangement shall be limited to the maximum amount which does not
result in "excess parachute payments" under Section 280G of the Internal Revenue
Code of 1986, as the same may be amended from time to time, or any successor
legislation, or
(b) such action receives the affirmative vote of the holders of
Voting Shares which represent at least a majority of the aggregate voting power
of all outstanding Voting Shares, voting together as a single class, excluding
from such vote and from Voting Shares deemed to be outstanding all Voting Shares
Beneficially Owned by any Person that is or would be a party to such agreement
or arrangement.
10. Reservation Of Shares. The Corporation will at all times reserve
---------------------
and keep available out of its authorized but unissued shares of Common Stock,
the number of such shares which are sufficient for issuance upon exercise of any
then outstanding warrant, option or similar right to receive or acquire any
class of Common Stock.
11. Certain Definitions
-------------------
For the purposes of this ARTICLE TEN:
(i) "Affiliate" and "Associate" shall have the respective
meanings ascribed to such terms in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act, as in effect on August 30, 1991.
(ii) "Beneficial Owner" when used with respect to any securities
shall mean a Person that, individually or with or through any of its Affiliates
or Associates,
(A) is the beneficial owner of such securities, within the
meanings ascribed to the term beneficial owner in Rules l3d-3 and Rule 13d-5 of
the General Rules and Regulations under the Exchange Act as in effect on August
30, 1991;
(B) has (1) the right to acquire such securities (whether
such right is exercisable immediately or only after the passage of time)
pursuant to any agreement, arrangement or understanding, or upon the exercise of
conversion rights, exchange rights, warrants or options, or otherwise, provided,
however, that a Person shall not be deemed the Beneficial Owner of securities
tendered pursuant to a tender or
<PAGE>
exchange offer made by such Person or any of such Person's Affiliates or
Associates until such tendered securities are accepted for purchase or exchange;
or (2) the right to vote such securities pursuant to any agreement, arrangement
or understanding, provided, however, that a Person shall not be deemed the
Beneficial Owner of any securities because of such Person's right to vote such
securities if the agreement, arrangement or understanding to vote such
securities arises solely from a revocable proxy or consent given in response to
a proxy or consent solicitation made to 10 or more persons; or
(C) has any agreement, arrangement or understanding for
the purpose of acquiring, holding, voting (except voting pursuant to a revocable
proxy or consent as described in item (2) of clause (B) of this definition), or
disposing of such securities with any other Person that Beneficially Owns, or
whose Affiliates or Associates Beneficially Own, directly or indirectly, such
securities.
Securities that are "Beneficially Owned" by any Person shall mean all such
securities of which such Person is the Beneficial Owner. The Corporation shall
be permitted to conclusively rely upon its stock transfer ledger, public filings
with regulatory agencies, such as Schedules 13D, or certificates of its
stockholders in determining the Beneficial Ownership of any Person and its
Affiliates of Voting Shares.
(iii) "Change in Control" [Deleted]
(iv) "Equity Securities" shall have the meaning ascribed to
such term in Rule 3a11-1 under the Exchange Act, as in effect on August 30,
1991.
(v) "Exchange Act" shall mean the Securities Exchange Act of
1934, as amended.
(vi) "Interested Person" shall mean any Person (other than the
Corporation or any Subsidiary) that is the direct or indirect Beneficial Owner
of more than 5% (five percent) of the aggregate voting power of the Voting
Shares and any Affiliate or Associate of any such Person. For the purpose of
determining whether a Person is an Interested Person, Voting Shares that are
deemed outstanding and are deemed Beneficially Owned by such Person shall
include unissued Voting Shares of the Corporation of which the Interested Person
is the Beneficial Owner but shall not include any other Voting Shares of the
Corporation which may be issuable pursuant to any agreement, arrangement, or
understanding, upon exercise of conversion rights, warrants, or options, or
otherwise to any Person who is not the Interested Person.
(vii) "Market Price" of shares of a class of an Equity Security
of the Corporation on any day shall mean the highest sale price (regular way) of
shares of such class of such Equity Security on such day, or if that day is not
a trading day, then on the trading day immediately preceding such day, on the
largest principal national securities exchange on which such class of Equity
Security is then listed or admitted to trading, or if such class of Equity
Security is not listed or admitted to trading on any
<PAGE>
national securities exchange, then the highest reported sale price for such
shares in the over-the-counter market as reported on the NASDAQ National Market
System, or if such sale prices shall not be reported thereon, then the highest
bid price so reported, or if such price shall not be reported thereon, then as
the same shall be reported by the National Quotation Bureau Incorporated, or if
the price is not determinable as set forth above, then as determined in good
faith by the Board of Directors.
(viii) "Person" shall mean any individual, partnership, firm,
corporation, association, trust, unincorporated organization or other entity, as
well as any syndicate or group deemed to be a person pursuant to Section
13(d)(5) of the Exchange Act, as in effect on August 30, 1991.
(ix) "Subsidiary" shall mean any company of which the Corporation
is the Beneficial Owner, directly or indirectly, of (A) a majority of the fair
market value of the outstanding Equity Securities of such company, or (B) Equity
Securities having a majority of the voting power represented by all of the
outstanding shares of capital stock of such company entitled to vote generally
in the election of directors. For the purpose of determining whether a company
is a Subsidiary, the outstanding Equity Securities thereof shall include
unissued Equity Securities of which the Corporation is the Beneficial Owner but,
except for the purpose of determining whether a company is a Subsidiary for the
purpose of subsection (v) hereof, shall not include any other Equity Securities
which may be issuable pursuant to any agreement, arrangement, or understanding,
or upon the exercise of conversion rights, warrants, or options, or otherwise to
any Person who is not the Corporation.
(x) "Voting Shares" shall mean the outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of
directors.
12. Amendment. The provisions of this ARTICLE TEN shall not be amended
---------
without the affirmative vote of the holders of Voting Shares which represent at
least a majority of the aggregate voting power of all outstanding Voting Shares,
voting together as a single class.
ARTICLE ELEVEN
The Corporation reserves the right to amend, alter, change or repeal any
provision contained in this Amended and Restated Certificate of Incorporation in
the manner now or hereafter prescribed herein and by the laws of the State of
Delaware, and all rights conferred upon stockholders herein are granted subject
to this reservation.
<PAGE>
EXHIBIT 10.11
YORK INTERNATIONAL CORPORATION
1996 INCENTIVE COMPENSATION PLAN
--------------------------------
Introduction.
- - ------------
The purpose of the York International Corporation 1996 Incentive
Compensation Plan (the "Plan") is to give certain management and key employees
who are in a position to contribute materially to the success and profitability
of York International Corporation (the "Company") an incentive and a reward for
doing so; and to assist the Company in attracting and retaining the highest
caliber of management and key employees. This will be accomplished through
incentive compensation in the form of annual cash awards and mid-term
performance unit allocations.
The Plan is subject to shareholder approval and is the sole mechanism
under which Covered Employees, as hereinafter defined, may receive incentive
compensation.
Article 1 - Definitions.
- - -----------------------
For purposes of the Plan, the following terms shall have the meaning indicated:
1.1 Annual Cash Award - the annual award granted a Participant under the
-----------------
Annual Program.
1.2 Annual Performance Objectives - the performance objectives set forth
-----------------------------
in Section 3.2 used to determine Annual Cash Awards.
1.3 Annual Program - the annual cash program portion of the Plan set
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forth in Article 3.
1
<PAGE>
1.4 Annual EV Amount - the annual expected value amount under Article 3
----------------
for a Participant for a Fiscal Year.
1.5 Board - The Board of Directors of York International Corporation
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1.6 Change of Control - any one or more of the following:
-----------------
(a) the acquisition by any individual, entity or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a "Person")
of beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 30% or more of the then outstanding shares of common
stock of the Company (the "Outstanding Company Common Stock"); provided,
however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control: (i) any acquisition
directly from the Company, (ii) any acquisition by the Company, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company, or
(iv) any acquisition by any corporation pursuant to a transaction which
complies with clauses (A) and (B) of subsection (c) of this Section 1.6; or
(b) individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual
becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, was approved by a
vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office
2
<PAGE>
occurs as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a person or entity
other than the Board; or
(c) consummation of a reorganization, merger or consolidation
involving the Company or any subsidiary of the Company or sale or other
disposition of all or substantially all of the assets of the Company (a
"Business Combination"), in each case, unless, following such Business
Combination, either (A)(i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock immediately prior to such Business
Combination beneficially own, directly or indirectly, more than 50% of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the
corporation resulting from such Business Combination (including, without
limitation, a corporation which as a result of such transactions owns the
Company or all or substantially all of the Company's assets either directly
or through one or more subsidiaries) in substantially the same proportions
as their ownership immediately prior to such Business Combination of the
Outstanding Company Common Stock or (ii) at least a majority of the members
of the board of directors of the corporation resulting from such Business
Combination were members of the Incumbent Board at the time of the
execution of the initial agreement, or at the time of the action of the
Board, providing for such Business Combination and (B) no Person (excluding
any corporation resulting from such Business Combination or any employee
benefit plan (or related trust) of the
3
<PAGE>
Company or such corporation resulting from such Business Combination)
beneficially owns, directly or indirectly, 30% or more of, respectively,
the then outstanding shares of common stock of the corporation resulting
from such Business Combination or the combined voting power of the then
outstanding voting securities of such corporation except to the extent that
such ownership existed prior to the Business Combination; or
(d) a complete liquidation or dissolution of the Company.
1.7 Code - the Internal Revenue Code of 1986, as amended.
----
1.8 Company - York International Corporation and except for purposes of
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Sections 1.6 and 1.14, any other company which is a subsidiary within the
meaning of Section 424(f) of the Code with respect to York International
Corporation.
1.9 Compensation Committee - the compensation committee of the Board
----------------------
appointed by the Board that is solely composed of two or more persons who are
"outside directors" in accordance with the meaning of Proposed Treasury
Regulation (S) 1.162-27(e)(3) and "disinterested persons" in accordance with the
meaning set forth in Rule 16b-3 of the Exchange Act.
1.10 Covered Employee - any individual who, on the last day of the taxable
----------------
year is (a) the Chief Executive Officer of the Company, or is acting in such
capacity, or (b) among the four highest compensated officers (other than the
Chief Executive Officer), as determined in accordance with the executive
compensation disclosure rules under the Exchange Act, unless otherwise provided
in Section 162(m) of the Code or the regulations thereunder.
1.11 Disability - an inability to perform the duties assigned by the
----------
Company to the Participant by reason of any medically determined physical or
mental impairment which has lasted for a continuous period of more than six
months.
4
<PAGE>
1.12 Effective Date -January 1, 1996.
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1.13 Exchange Act - Securities Exchange Act of 1934, as amended.
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1.14 Fiscal Year - the fiscal year of the Company.
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1.15 Measurement Period - three consecutive Fiscal Years or such other
------------------
period selected and established by the Compensation Committee with respect to
any Mid-Term Program.
1.16 Mid-Term EV Amount - the mid-term expected value amount under
------------------
Article 4 for a Participant for a Measurement Period expressed in Performance
Units.
1.17 Mid-Term Incentive Award - the award earned by a Participant under
------------------------
the Mid-Term Program at the end of a Measurement Period .
1.18 Mid-Term Performance Objectives - the performance objectives set
-------------------------------
in Section 4.2 used to determine Mid-Term Incentive Awards.
1.19 Mid-Term Program - the mid-term incentive program portion of the
----------------
Plan set forth in Article 4.
1.20 Participant - an individual eligible to participate in the Plan in
-----------
accordance with Article 2.
1.21 Performance Unit - a compensation unit granted to a Participant
----------------
under the Mid-Term Program at the beginning of the Measurement Period.
1.22 Plan - The York International Corporation 1996 Incentive
----
Compensation Plan.
1.23 Retirement - termination of employment with the Company on or after
----------
the date the employee either attains 62 years of age or attains 55 years of age
and completes 10 years of service.
5
<PAGE>
1.24 Termination of Employment - a termination of employment with the
-------------------------
Company other than by reason of death, incurring a Disability, or Retirement.
1.25 Termination for Cause - a Termination of Employment if the employee
was terminated for (i) providing the Company with materially false
representations relied upon by the Company in furnishing information to
shareholders, a stock exchange or the Securities and Exchange Commission, (ii)
maintaining, an undisclosed, unauthorized and material conflict of interest in
the discharge of duties owed to the Company, (iii) misconduct causing a serious
violation by the Company of state or federal laws, (iv) theft of Company funds
or assets, or (v) conviction of a crime involving moral turpitude.
Article 2 - Eligibility.
- - -----------------------
(a) An individual shall be eligible for the Annual Program if he is (i) a
Covered Employee or (ii) a management or key employee who is approved by the
Compensation Committee to participate in the Annual Program for the specified
Fiscal Year.
(b) An individual who is hired or has changed position after the
beginning of the Fiscal Year shall be eligible for the Annual Program if he is a
management or key employee who is approved by the Compensation Committee to
participate in the Annual Program for the specified Fiscal Year. Such a
Participant shall be entitled to a pro-rated Annual Cash Award as described in
Section 3.3(c) for that Fiscal year payable in the same form and at the same
time as Annual Cash Awards are paid to other Participants.
(c) An individual shall be eligible for the Mid-Term Program if he is (i)
a Covered Employee or (ii) a management or key employee who is approved by the
Compensation Committee to participate in the Mid-Term Program for the specified
Measurement Period. An individual who previously received an award under the
Mid-Term Program, but is not currently
6
<PAGE>
eligible to do so will nonetheless participate in the Mid-Term Program with
respect to Performance Units previously granted until such Mid-Term Incentive
Award is paid out or such Performance Units are forfeited.
(d) An individual who is hired or has changed position after the beginning
of a Measurement Period shall be eligible for the Annual Mid-Term Program if he
is a management or key employee who is approved by the Compensation Committee to
participate in the Mid-Term Program for the specified Measurement Period. Such
a Participant shall be entitled to a pro-rated Mid-Term Incentive Award as
described in Section 4.3(c) for that Measurement Period payable in the same form
and at the same time as Mid-Term Incentive Awards are paid to other Participants
for that Measurement Period.
Article 3 - Annual Cash Program.
- - -----------------------------
3.1 Annual Cash Award Grants
------------------------
(a) Annual Cash Awards shall be determined in accordance with
pre-established Annual Performance Objectives as described in Section 3.2. Once
established, the Compensation Committee shall not have discretion to modify the
terms of the Annual Cash Awards. It is intended that all Annual Cash Awards
under the Plan to Covered Employees will satisfy the requirements for
deductibility under Section 162(m) of the Code.
(b) Not later than 90 days after the beginning of the Fiscal Year (or, if
earlier, the date as of which 25% of the Participant's period of service for the
Fiscal Year has elapsed), the Compensation Committee will approve the Annual EV
Amount for each Participant's Annual Cash Award. The Annual EV Amount will be
based on several factors, including market competitive data, job
responsibilities, and the aggressiveness of the financial budget relative to
prior year performance and other economic factors. The Compensation Committee
shall
7
<PAGE>
approve in writing a schedule setting forth the percentage of Annual EV Amount
payable based on the level of performance objective achieved.
(c) At the end of a Fiscal Year the Compensation Committee shall approve
the payment to each Participant of his Annual Cash Award, if any. The Annual
Cash Award shall be based on the degree to which the predetermined Annual
Performance Objectives for that Fiscal Year are achieved. Prior to the payment
of any Annual Cash Awards the Compensation Committee shall certify the degree of
achievement of the applicable Annual Performance Objective. The maximum amount
payable to any individual Participant as an Annual Cash Award for a Fiscal Year
shall be $2,000,000.
3.2 Annual Performance Objectives. Annual Performance Objectives shall be
-----------------------------
developed through the Company's business planning process and shall be approved
by the Compensation Committee in writing not later than 90 days after the
beginning of the Fiscal Year. The Annual Performance Objectives shall be
composed of one or more of the following: fully diluted earnings per share,
division earnings before interest and taxes (after a pro-forma charge for the
cost of capital), revenue, sales, profit after tax, gross profit, operating
profit, unit volume, return on equity, changes in working capital, return on
capital, cashflow, total shareholder return or, for Participants other than
Covered Employees, other objectively measurable goals approved by the
Compensation Committee. In establishing the goals, the Compensation Committee
will keep in mind the requirement of Reg. (S) 1.162-27 (e)(2) that the outcome
must be substantially uncertain at the time the Annual Performance Objectives
are established. The attainment of Annual Performance Objectives will not be
impacted by extraordinary, unusual, or non-recurring items; or changes in
Generally Accepted Accounting Principles. A different combination of goals may
be used for different Participants or different
8
<PAGE>
positions (including differences between corporate and division positions). The
goals used may vary for each Fiscal Year. However, the specific goals to be
used for a Participant or a class of Participants for a specific Fiscal Year
shall be approved in writing by the Compensation Committee.
3.3 Forfeitability of Annual Cash Award.
-----------------------------------
(a) Except as provided in Section 3.3(b) and Article 5, a Participant must
remain employed by the Company until the last day of the Fiscal Year to receive
his Annual Cash Award, if any. If a Participant has a Termination of Employment
which is a Termination for Cause or which is voluntary prior to the end of the
Fiscal Year, all rights to the Annual Cash Award for that Fiscal Year shall be
forfeited.
(b) If a Participant dies, incurs a Disability, has a Retirement or has a
Termination of Employment other than a termination described in 3.3(a) before
the end of the Fiscal Year or takes an unpaid leave of absence of longer than 30
days during the Fiscal Year, then such Participant shall be entitled to a pro-
rated Annual Cash Award for that Fiscal Year as described in Section 3.3(c),
payable at the same time applicable to other Participants.
(c) The amount of the pro-rated Annual Cash Award referred to in Section
3.3(b) shall be equal to the product of (i) the amount of the Annual Cash Award
for that Participant determined under Sections 3.1 and 3.2 and (ii) a fraction,
the numerator of which is the number of completed calendar months of service
performed (in the case of a Disability, the number of completed months through
the date of Disability) by the Participant for the Fiscal Year and the
denominator of which is twelve.
3.4 Payment of Annual Cash Award. A Participant's Annual Cash Award for a
----------------------------
Fiscal Year shall be paid in a single cash payment within 75 days of the end of
that Fiscal Year.
9
<PAGE>
Article 4-Mid Term Program.
- - --------------------------
4.1 Performance Units Grants
------------------------
(a) The Mid-Term Incentive Award shall be granted in the form of
Performance Units. Once established, the Compensation Committee shall not have
discretion to modify the terms of the Performance Units except as provided in
Section 4.1(d). It is intended that all payments hereunder to Covered Employees
will satisfy the requirements for deductibility under Section 162(m) of the
Code.
(b) The number of each Participant's Performance Units granted as his
Mid-Term EV Amount for the Measurement Period shall be approved by the
Compensation Committee no later than 90 days after the commencement of the
Participant's period of service during the Measurement Period. The Mid-Term
Award shall be based on the degree to which the pre-determined Mid-Term
Performance Objectives for that Measurement Period are achieved. The
Compensation Committee shall approve in writing a schedule setting forth the
percentage of Mid-Term EV Amount payable based on the level of performance
objective achieved.
(c) At the end of the Measurement Period, the Compensation Committee
shall approve the payment to each Participant of his Mid-Term Incentive Award,
if any. Prior to the payment of any Mid-Term Incentive Awards, the Compensation
Committee shall certify the degree of achievement of the applicable Mid-Term
Performance Objectives. The maximum amount payable to any individual
Participant as a Mid-Term Incentive Award for a given Measurement Period is
100,000 Performance Units.
(d) The amount of a Participant's Performance Units and the maximum
number of Performance Units payable hereunder, shall be adjusted to reflect
changes in corporate capitalization, such as a stock split or a corporate
transaction such as a merger, spin-off or
10
<PAGE>
corporate split-up, reorganization, consolidation or partial or complete
liquidation, which occurs during the Measurement Period.
4.2 Mid-Term Performance Objectives.
-------------------------------
The Mid-Term Performance Objectives shall be develop through the
Company's business planning process and shall be approved by the Compensation
Committee in writing not later than 90 days after the beginning of the
Measurement Period to which they apply. The Mid-Term Performance Objectives
shall be composed of the following: cumulative earnings per share over a
specified period and total return to shareholders as compared to a relevant
index of publicly traded companies as approved by the Compensation Committee or
for Participants other than covered Employees, other objectively measurable
goals approved by the Compensation Committee. The achievement of Mid-Term
Performance Objectives shall not be impacted by any extraordinary, unusual or
non-recurring items; or changes in Generally Accepted Accounting Principles. In
establishing the goals, the Compensation Committee will keep in mind the
requirement of Reg. (S) 1.162-27(e)(2) that the outcome must be substantially
uncertain at the time the Mid-Term Performance Objectives are established. The
goals used may vary for each Measurement Period. However, the specific goals to
be used for a Participant or a class of Participants for a specific Measurement
Period shall be approve in writing by the Compensation Committee.
4.3 Forfeitability of the Mid-Term Incentive Award
----------------------------------------------
(a) Except as provided in Section 4.3(b) and Article 5, a Participant
must remain employed by the Company until the end of the applicable Measurement
Period to receive his Mid-Term Incentive Award. If the Participant has a
Termination of Employment which is a
11
<PAGE>
Termination for Cause or which is voluntary prior to the end of the applicable
Measurement Period, all rights to the Mid-Term Incentive Award shall be
forfeited.
(b) If a Participant dies, incurs a Disability, has a Retirement or has
a Termination of Employment other than a termination described in Section 4.3(a)
before the end of the applicable Measurement Period or takes an unpaid leave of
absence of longer than 30 days during the Measurement Period, then such
Participant shall be entitled to a pro-rated Mid-Term Incentive Award for that
Measurement Period, as described in Section 4.3(c).
(c) The amount of the pro-rated Mid-Term Incentive Award referred to in
Section 4.3(b) shall be equal to the product of (i) the amount of the Mid-Term
Incentive Award for that Participant determined under Sections 4.1 and 4.2 and
(ii) a fraction, the numerator of which is the number of completed calendar
months of service performed (in the case of a Disability, the number of calendar
months through the date of Disability) by the Participant for the Measurement
Period and the denominator of which is the number of months in the Measurement
Period.
4.4. Payment of Mid-Term Incentive Award. The payment of the Mid-Term
------------------------------------
Incentive Award, if any, will be made in cash within 75 days after the end of
the Measurement Period. The value of each Performance Unit shall be equal to
the average of the closing sale prices of the Company's common stock during the
120 consecutive trading days immediately preceding the last day of the
Measurement Period. At the Company's election, payment may be made in an
equivalent value of shares of the Company's common stock, subject to shareholder
approval of the issuance of such shares, if required.
12
<PAGE>
Article 5 - Change of Control
- - -----------------------------
5.1 Effect of Change of Control. In the event of a Change of Control,
---------------------------
the Plan shall terminate and the Participants' right to receive an Annual Cash
Award and Mid-Term Incentive Awards under the Annual Program and any Mid-Term
Programs then in effect shall be measured as of the end of the fiscal month
immediately preceding the date of the Change of Control pursuant to Sections 5.2
and 5.3.
5.2 Measurement of Achievement under Annual Program.
------------------------------------------------
(a) To the extent the percentage of an Annual Performance Objective that
was anticipated to be achieved as of the date for measurement set forth in
Section 5.1 can be ascertained from the financial operating budget on which the
Annual Program was based, achievement of such Annual Performance Objective shall
be measured based on actual achievement as of such time versus anticipated
achievement as of such time.
(b) In the event Section 5.2(a) above shall not apply, if any Annual
Performance Objective is based on a measure which is not subject to proration,
achievement of such Annual Performance Objective shall be measured as of the
date set forth in Section 5.1 above. To the extent any Annual Performance Award
is capable of proration, achievement of such Annual Performance Objective shall
be measured as of the date set forth in Section 5.1 on a prorated basis. The
prorated Annual Performance Objective shall be equal to the product of the
(i) the Annual Performance Objective and (ii) a fraction, the numerator of which
is the number of fiscal months elapsed under the Annual Program and the
denominator of which is 12.
13
<PAGE>
5.3 Measurement of Achievement under Mid-Term Programs
--------------------------------------------------
(a) Achievement of that portion of all Mid-Term Incentive Awards
outstanding as of the date of a Change in Control that is based on performance
against an index shall be measured against such index as of the date set forth
in Section 5.1 above.
(b) To the extent the percentage of a Mid-Term Performance Objective
that was anticipated to be achieved as of the date for measurement set forth in
Section 5.2 can be ascertained from the long-term plan on which the Mid-Term
Program was based, achievement of such Mid-Term Performance Objective shall be
measured based on actual achievement as of such time versus anticipated
achievement as of such time.
(c) In the event that Sections 5.3(a) or 5.3(b) shall not be
applicable, if any mid-Term Performance Objective is based on a measure which is
not subject to proration, achievement of such Mid-Term Performance Objective
shall be measured as of the date set forth in Section 5.1 above. To the extent
any such Mid-Term Performance Objective is capable of proration, achievement of
such Annual Performance Objective shall be measured as of the date set forth in
Section 5.1 on a prorated basis. The prorated Mid-Term Performance Objective
shall be equal to the product of (i) the Mid-Term Performance Objective and (ii)
a fraction, the numerator of which is the number of fiscal months elapsed in the
Measurement Period and the denominator of which is the total number of fiscal
months in the Measurement Period.
5.4 Payment of Awards. To the extent any Annual Cash Award or Mid-Term
-----------------
Incentive Award has been earned, based on the methods of measurement set forth
in Section 5.2 and 5.3 above, respectively, such Annual Cash Award or Mid-Term
Incentive Award shall be payable with any further approval by the Compensation
Committee and without proration.
14
<PAGE>
based on the amount of time elapsed under either the Annual Program or any
Mid-Term Program. All payments shall be made as soon as practicable after the
Change in Control, but in no event later than forty-five (45) days after the
Change in Control. For purposes of payment under the Mid-Term program, the
stock price on which payment is based shall be the price of the Company's common
stock on the date of the Change in Control.
Article 6 - General.
- - -------------------
6.1 Nonassignability of Incentive Awards. No right under the Plan
------------------------------------
shall be subject to anticipation, sale, assignment, encumbrance or transfer
other than by will or the laws of intestate succession.
6.2 Unsecured Interest. A Participant shall have no interest in any
------------------
fund or specified asset of the Company. Any amounts which are or may be set
aside under the provisions of this Plan shall continue for all purposes to be a
part of the general funds of the Company, and no person or entity other than the
Company shall, by virtue of the provisions of this Plan, have any interest in
such assets. No right to receive payments from the Company pursuant to this
Plan shall be greater than the right of any unsecured creditor of the Company.
6.3 No Right or Obligation of Continued Employment. Nothing contained
----------------------------------------------
in the Plan shall require the Company or a related company to continue to employ
a Participant, nor shall the Participant be required to remain in the employment
of the Company or a related company.
6.4 Withholding. The Company shall withhold all required local, state,
-----------
and federal and foreign taxes from the amount of any award. If awards are made
in stock, the employee may deliver shares in satisfaction of the tax.
15
<PAGE>
6.5 Amendment and Termination of the Plan. The Plan may be amended or
-------------------------------------
terminated at any time by the Board or by the Compensation Committee as
delegated by the Board, provided that such termination or amendment shall not,
without the consent of any Participant, affect such Participant's rights with
respect to awards previously awarded to him. With the consent of the
Participant affected, the Board, or by delegation of authority by the Board, the
Committee, may amend outstanding awards in a manner not inconsistent with the
Plan. Further, no amendment which would require shareholder approval under
Section 162(m) of the Internal Revenue Code shall be made without that approval.
6.6 Binding on Successors. The obligations of the Company under the
---------------------
Plan shall be binding upon any organization which shall succeed to all or
substantially all of the assets of the Company, and the term "Company," whenever
used in the Plan, shall mean and include any such organization after the
succession.
6.7 References. Any masculine personal pronoun shall be considered to
----------
mean also the corresponding feminine or neuter personal pronoun, as the context
requires.
6.8 Applicable Law. The Plan shall be governed by and construed in
--------------
accordance with the laws of the Commonwealth of Pennsylvania.
IN WITNESS WHEREOF, the York International Corporation 1996 Incentive
Compensation Plan is, by the authority of the Board of Directors of the
Corporation, executed as of the 13th day of December, 1995.
---- --------
16
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Condensed Statements of Operations for the Six Months Ended June
30, 1996 (Unaudited), the Consolidated Condensed Balance Sheets at June 30, 1996
(Unaudited) and the Consolidated Condensed Statements of Cash Flows for the Six
Months Ended June 30, 1996 (Unaudited) and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> JUN-30-1996
<CASH> 4,954
<SECURITIES> 0
<RECEIVABLES> 579,728
<ALLOWANCES> 17,596
<INVENTORY> 564,820
<CURRENT-ASSETS> 1,274,169
<PP&E> 595,861
<DEPRECIATION> 253,244
<TOTAL-ASSETS> 2,028,697
<CURRENT-LIABILITIES> 739,543
<BONDS> 378,802
0
0
<COMMON> 217
<OTHER-SE> 699,638
<TOTAL-LIABILITY-AND-EQUITY> 2,028,697
<SALES> 1,589,827
<TOTAL-REVENUES> 1,589,827
<CGS> 1,242,208
<TOTAL-COSTS> 1,242,208
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 3,504
<INTEREST-EXPENSE> 17,536
<INCOME-PRETAX> 105,784
<INCOME-TAX> 35,966
<INCOME-CONTINUING> 69,818
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 69,818
<EPS-PRIMARY> 1.60
<EPS-DILUTED> 1.60
</TABLE>
