10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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, 2004

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the transition period from                     to                    

Commission file number 333-89248

NMHG Holding Co.

(Exact name of registrant as specified in its charter)

DELAWARE	31-1637659
(State or other jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)
650 N.E. HOLLADAY STREET; SUITE 1600; PORTLAND, OR	97232
(Address of principal executive offices)	(Zip code)

(503) 721-6000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

     NMHG HOLDING CO. IS A WHOLLY OWNED SUBSIDIARY OF NACCO INDUSTRIES, INC. AND MEETS THE CONDITIONS IN GENERAL INSTRUCTION H(1)(a) AND (b) OF FORM 10-Q. WE ARE FILING THIS FORM WITH REDUCED DISCLOSURE FORMAT UNDER GENERAL INSTRUCTION H(2).

     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 o

     Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES o     NO x

     At July 31, 2004, 100 common shares were outstanding.

NMHG HOLDING CO.

TABLE OF CONTENTS

			Page Number
Part I.	FINANCIAL INFORMATION
	Item 1	Financial Statements
		Unaudited Condensed Consolidated Balance Sheets - June 30, 2004 and December 31, 2003		2
		Unaudited Condensed Consolidated Statements of Income for the Three Months and Six Months Ended June 30, 2004 and 2003		3
		Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2004 and 2003		4
		Unaudited Condensed Consolidated Statements of Changes in Stockholder’s Equity for the Six Months Ended June 30, 2004 and 2003		5
		Notes to Unaudited Condensed Consolidated Financial Statements		6-22
	Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations		23-36
	Item 4	Controls and Procedures		37
Part II.	OTHER INFORMATION
	Item 1	Legal Proceedings		38
	Item 5	Other Information		38
	Item 6	Exhibits and Reports on Form 8-K		38
	Signature			39
	Exhibit Index			40
EX-10.37 Fourth Amendment to Credit Agreement
EX-31.1 Certification of Reginald R. Eklund
EX-31.2 Certification of Michael K. Smith
EX-32 Certifications Pursuant to Sarbanes-Oxley Act

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Part I
FINANCIAL INFORMATION

Item 1. Financial Statements

NMHG HOLDING CO. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

	JUNE 30			DECEMBER 31
	2004			2003
	(In millions, except share data)
ASSETS
Current Assets
Cash and cash equivalents	$	41.9		$	61.3
Accounts receivable, net		222.0			236.2
Tax advances, NACCO Industries, Inc.		18.3			24.5
Inventories		278.0			247.7
Deferred income taxes		21.8			20.4
Prepaid expenses and other		26.3			17.6
Total Current Assets		608.3			607.7
Property, Plant and Equipment, Net		237.4			242.9
Goodwill		349.5			351.3
Other Non-current Assets		74.0			73.1
Total Assets	$	1,269.2		$	1,275.0
LIABILITIES AND STOCKHOLDER’S EQUITY
Current Liabilities
Accounts payable	$	235.6		$	208.0
Accounts payable, affiliate		20.1			23.0
Revolving credit agreements		11.6			17.1
Current maturities of long-term debt		9.4			20.5
Accrued payroll		20.4			26.3
Accrued warranty obligations		26.9			25.7
Other current liabilities		106.7			112.5
Total Current Liabilities		430.7			433.1
Long-term Debt		271.9			270.1
Other Non-current Liabilities		144.4			146.5
Minority Interest		0.1			0.5
Stockholder’s Equity
Common stock, par value $1 per share, 100 shares authorized; 100 shares outstanding		—			—
Capital in excess of par value		198.2			198.2
Retained earnings		241.2			238.2
Accumulated other comprehensive income (loss):
Foreign currency translation adjustment		21.1			25.5
Minimum pension liability adjustment		(38.4	)		(38.4	)
Deferred gain on cash flow hedging		—			1.3
		422.1			424.8
Total Liabilities and Stockholder’s Equity	$	1,269.2		$	1,275.0

See notes to unaudited condensed consolidated financial statements.

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NMHG HOLDING CO. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF INCOME

	THREE MONTHS ENDED						SIX MONTHS ENDED
	JUNE 30						JUNE 30
	2004			2003			2004			2003
	(In millions)
Revenues	$	495.7		$	428.4		$	966.5		$	847.4
Cost of sales		422.7			352.9			819.3			697.1
Gross Profit		73.0			75.5			147.2			150.3
Selling, general and administrative expenses		65.8			59.9			131.7			122.0
Operating Profit		7.2			15.6			15.5			28.3
Other income (expense)
Interest expense		(8.7	)		(8.7	)		(17.2	)		(17.3	)
Loss on interest rate swap agreements		—			(0.3	)		(0.1	)		(0.7	)
Income from other unconsolidated affiliates		1.8			1.0			2.6			1.7
Other - net		(0.1	)		0.7			(0.3	)		0.9
		(7.0	)		(7.3	)		(15.0	)		(15.4	)
Income Before Income Taxes and Minority Interest		0.2			8.3			0.5			12.9
Income tax provision (benefit)		(2.2	)		2.8			(2.1	)		4.4
Income Before Minority Interest		2.4			5.5			2.6			8.5
Minority interest income		0.1			0.2			0.4			0.5
Net Income	$	2.5		$	5.7		$	3.0		$	9.0
Comprehensive Income (Loss)	$	(3.3	)	$	20.4		$	(2.7	)	$	25.3

See notes to unaudited condensed consolidated financial statements.

3

NMHG HOLDING CO. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	SIX MONTHS ENDED
	JUNE 30
	2004			2003
	(In millions)
Operating Activities
Net income	$	3.0		$	9.0
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation and amortization		21.3			22.3
Deferred income taxes		(2.3	)		2.4
Minority interest income		(0.4	)		(0.5	)
Other non-cash items		6.5			(1.9	)
Working capital changes
Affiliate receivable/ payable		6.2			(4.5	)
Accounts receivable		3.6			(14.8	)
Inventories		(38.0	)		(18.2	)
Other current assets		(7.4	)		(4.7	)
Accounts payable and other liabilities		19.4			7.5
Net cash provided by (used for) operating activities		11.9			(3.4	)
Investing Activities
Expenditures for property, plant and equipment		(18.2	)		(9.6	)
Proceeds from the sale of assets		4.8			12.8
Net cash provided by (used for) investing activities		(13.4	)		3.2
Financing Activities
Additions to long-term debt and revolving credit agreements		30.6			15.6
Reductions of long-term debt and revolving credit agreements		(44.3	)		(38.7	)
Cash dividends paid		—			(2.5	)
Financing fees paid		(0.6	)		(0.1	)
Net cash used for financing activities		(14.3	)		(25.7	)
Effect of exchange rate changes on cash		(3.6	)		(0.3	)
Cash and Cash Equivalents
Decrease for the period		(19.4	)		(26.2	)
Balance at the beginning of the period		61.3			54.9
Balance at the end of the period	$	41.9		$	28.7

See notes to unaudited condensed consolidated financial statements.

4

NMHG HOLDING CO. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

	SIX MONTHS ENDED
	JUNE 30
	2004			2003
	(In millions)
Common Stock	$	—		$	—
Capital in Excess of Par Value		198.2			198.2
Retained Earnings
Beginning balance		238.2			226.8
Net income		3.0			9.0
Cash dividends declared		—			(5.0	)
		241.2			230.8
Accumulated Other Comprehensive Income (Loss)
Beginning balance		(11.6	)		(42.7	)
Foreign currency translation adjustment		(4.4	)		16.4
Reclassification of hedging activity into earnings		(1.6	)		0.1
Current period cash flow hedging activity		0.3			(0.2	)
		(17.3	)		(26.4	)
Total Stockholder’s Equity	$	422.1		$	402.6

See notes to unaudited condensed consolidated financial statements.

5

NMHG HOLDING CO. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2004

(Tabular Amounts in Millions, Except Percentage Data)

Note 1 - Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of NMHG Holding Co. (“NMHG Holding,” the parent company), a Delaware corporation, and its wholly owned subsidiary, NACCO Materials Handling Group, Inc. (collectively, “NMHG” or the “Company”). NMHG Holding is a wholly owned subsidiary of NACCO Industries, Inc. (“NACCO”). The Company’s subsidiaries operate in the lift truck industry. NMHG manages its operations as two reportable segments: wholesale manufacturing (“NMHG Wholesale”) and retail distribution (“NMHG Retail”). Intercompany accounts and transactions have been eliminated.

NMHG designs, engineers, manufactures, sells, services and leases a comprehensive line of lift trucks and aftermarket parts marketed globally under the Hyster^® and Yale^® brand names. Lift trucks and component parts are manufactured in the United States, Northern Ireland, Scotland, the Netherlands, China, Italy, Japan, Mexico, the Philippines and Brazil. NMHG Wholesale includes the manufacture and sale of lift trucks and related service parts, primarily to independent and wholly owned Hyster and Yale retail dealerships. NMHG Retail includes the sale, leasing and service of Hyster and Yale lift trucks and related service parts by wholly owned retail dealerships and rental companies.

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position of the Company as of June 30, 2004 and the results of its operations for the three and six months ended June 30, 2004 and 2003 and the results of its cash flows and changes in stockholder’s equity for the six month periods ended June 30, 2004 and 2003 have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 filed with the Securities and Exchange Commission on March 15, 2004.

The balance sheet at December 31, 2003 has been derived from the audited financial statements at that date but does not include all of the information or notes required by accounting principles generally accepted in the United States for complete financial statements.

Operating results for the three and six months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the remainder of the year ending December 31, 2004. For further information, refer to the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003.

Certain amounts in the prior period’s Unaudited Condensed Consolidated Financial Statements have been reclassified to conform to the current period’s presentation.

Note 2 - Recent Accounting Pronouncements

The Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) No. FAS 106-1 in January 2004 and FSP No. FAS 106-2 in May 2004 both titled “Accounting and Disclosure Requirements Related to the Medicare Prescription Drug, Improvement and Modernization Act of 2003” (“FSP 106-1” and “FSP 106-2”). FSP 106-1 allows companies to make a one-time election to defer the accounting for the effects of the Medicare Prescription Drug, Improvement and Modernization Act of 2003 (the “Act”) that was signed into law on December 8, 2003. The Act establishes a prescription drug benefit, as well as a federal

6

subsidy to sponsors of retiree health care benefits that is at least actuarially equivalent to Medicare’s prescription drug coverage.

Statement of Financial Accounting Standards (“SFAS”) No. 106, “Employers’ Accounting for Postretirement Benefits Other than Pensions,” requires presently enacted changes in relevant laws to be considered in current period measurements of the accumulated postretirement benefit obligation and the net postretirement benefit costs. FSP 106-2 supercedes FSP 106-1 and provides guidance on the accounting for the effects of the Act for employers that sponsor postretirement health care plans, which provide prescription drug benefits. FSP 106-2 requires those employers to provide certain disclosures regarding the effect of the federal subsidy provided by the Act. Under the guidance of FSP 106-1, the Company elected to defer accounting for the effects of the Act. This deferral remains in effect until the appropriate effective date of FSP 106-2. For entities that elected deferral and for which the impact is significant, FSP 106-2 is effective for the first interim or annual period beginning after June 15, 2004. Entities for which FSP 106-2 does not have a significant impact are permitted to delay recognition of the effects of the Act until the next regularly scheduled measurement date following the issuance of FSP 106-2. The Company is currently evaluating the impact of the Act on our post-retirement plans, but is delaying recognizing the effect of the Act until further Department of Labor guidance is available.

In December 2003, the FASB issued SFAS No. 132 (Revised), “Employer’s Disclosure about Pensions and Other Post-Retirement Benefits” (“Revised SFAS No. 132”). Revised SFAS No. 132 retains disclosure requirements about pension plans and other post-retirement benefit plans. Revised SFAS No. 132 requires additional disclosures in annual financial statements about the types of plan assets, investment strategy, measurement dates, plan obligations, cash flows, and components of net periodic benefit cost of defined benefit pension plans and other post-retirement benefit plans. Revised SFAS No. 132 also requires interim disclosure of the elements of net periodic benefit cost and the total amount of contributions paid or expected to be paid during the current year if significantly different from amounts previously disclosed. The interim disclosure requirements of Revised SFAS No. 132 are effective for interim periods beginning after December 15, 2003. The Company has made the required interim disclosures in Note 6 to these Unaudited Condensed Consolidated Financial Statements.

In January 2003, the FASB issued Interpretation (“FIN”) No. 46, “Consolidation of Variable Interest Entities.” FIN No. 46 clarifies the application of Accounting Research Bulletin (“ARB”) No. 51, “Consolidated Financial Statements,” for certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. FIN No. 46 requires that variable interest entities, as defined, be consolidated by the primary beneficiary, which is defined as the entity that is expected to absorb the majority of the expected losses, receive a majority of the expected gains, or both.

NMHG’s 20% joint venture, NMHG Financial Services, Inc. (“NFS”), has been determined to be a variable interest entity. The Company, however, has concluded that NMHG is not the primary beneficiary and will, therefore, continue to use the equity method to account for its 20% interest in NFS. NMHG does not consider its variable interest in NFS to be significant. See further discussion of NFS in Note 9.

On July 1, 2003, the Company prospectively adopted Emerging Issues Task Force (“EITF”) No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables.” EITF No. 00-21 addresses when and how an arrangement involving multiple deliverables should be divided into separate units of accounting, as well as how the arrangement consideration should be measured and allocated to the separate units of accounting in the arrangement. The adoption of this standard did not have a material impact on the Company’s financial position or results of operations.

7

Note 3 - Inventories

Inventories are summarized as follows:

	JUNE 30			DECEMBER 31
	2004			2003
Manufactured inventories:
Finished goods and service parts	$	124.7		$	113.5
Raw materials and work in process		145.6			121.6
Total manufactured inventories		270.3			235.1
Retail inventories:		27.6			27.9
Total inventories at FIFO		297.9			263.0
LIFO reserve		(19.9	)		(15.3	)
	$	278.0		$	247.7

The cost of certain manufactured and retail inventories has been determined using the LIFO method. At June 30, 2004 and December 31, 2003, 60% and 61%, respectively, of total inventories were determined using the LIFO method. An actual valuation of inventory under the LIFO method can be made only at the end of the year based on the inventory levels and costs at that time. Accordingly, interim LIFO calculations must be based on management’s estimates of expected year-end inventory levels and costs. Because these estimates are subject to change and may be different than the actual inventory levels and costs at year-end, interim results are subject to the final year-end LIFO inventory valuation.

Note 4 - Restructuring Charges

The changes to the Company’s restructuring accruals since December 31, 2003 are as follows:

				Lease
	Severance			Impairment		Other			Total
NMHG Wholesale
Balance at December 31, 2003	$	6.7		$	—	$	0.6		$	7.3
Reversal		(1.0	)		—		—			(1.0	)
Payments		(1.7	)		—		(0.2	)		(1.9	)
Balance at June 30, 2004	$	4.0		$	—	$	0.4		$	4.4
NMHG Retail
Balance at December 31, 2003	$	0.4		$	0.2	$	—		$	0.6
Payments		(0.1	)		—		—			(0.1	)
Balance at June 30, 2004	$	0.3		$	0.2	$	—		$	0.5

2002 Restructuring Program

As announced in December 2002, NMHG Wholesale is phasing out its Lenoir, North Carolina, lift truck component facility and restructuring other manufacturing and administrative operations, primarily its Irvine, Scotland, lift truck assembly and component facility. During the fourth quarter of 2002, NMHG Wholesale recognized a restructuring charge of approximately $12.5 million pre-tax. Of this amount, $3.8 million related to a non-cash asset impairment charge for building, machinery and tooling, which was determined based on

8

current market values for similar assets and broker quotes compared with the net book value of these assets and $8.7 million related to severance and other employee benefits to be paid to approximately 615 manufacturing and administrative employees. Payments of $1.7 million were made to approximately 115 employees during the first six months of 2004. Payments of $0.2 million related to post-employment medical benefits were made during the first six months of 2004. The post-employment medical accrual is included in the table above under Other. Payments related to this restructuring program are expected to continue through 2006. In addition, $1.0 million of the amount originally accrued for severance was reversed as a result of employees leaving prior to becoming eligible for severance benefits and an additional decrease in the total number of employees estimated to be severed as a result of an increase in estimates of future production levels. Approximately $4.8 million of pre-tax restructuring related costs, which were primarily related to manufacturing inefficiencies and were not eligible for accrual when the restructuring program was announced in December 2002, were expensed in the first six months of 2004 and are not shown in the table above. Of the $4.8 million additional costs incurred during the first six months of 2004, $4.3 million is classified as cost of sales and $0.5 million is classified as selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Income for the six months ended June 30, 2004.

2001 Restructuring Program

NMHG Retail recognized a restructuring charge of approximately $4.7 million pre-tax in 2001, of which $0.4 million related to lease termination costs and $4.3 million related to severance and other employee benefits to be paid to approximately 140 service technicians, salesmen and administrative personnel at wholly owned dealers in Europe. Payments of $0.1 million were made during the first six months of 2004. The remaining payments of $0.5 million are expected to be completed during 2004.

Note 5 - Accounting for Guarantees

Under various financing arrangements for certain customers, including independently owned retail dealerships, NMHG provides guarantees of the residual values of lift trucks, or recourse or repurchase obligations such that NMHG would be obligated in the event of default by the customer. Terms of the third-party financing arrangements for which NMHG is providing a guarantee generally range from one to five years. Total guarantees and amounts subject to recourse or repurchase obligations at June 30, 2004 and December 31, 2003 were $185.8 million and $183.2 million, respectively. Losses anticipated under the terms of the guarantees, recourse or repurchase obligations, which are not significant, have been reserved for in the accompanying Unaudited Condensed Consolidated Financial Statements. Generally, NMHG retains a security interest in the related assets financed such that, in the event that NMHG would become obligated under the terms of the recourse or repurchase obligations, NMHG would take title to the assets financed. The fair value of collateral held at June 30, 2004 was approximately $213.4 million, based on Company estimates. The Company estimates the fair value of the collateral using information regarding the original sales price, the current age of the equipment and general market conditions that influence the value of both new and used lift trucks.

NMHG has a 20% ownership interest in NFS, a joint venture with GE Capital Corporation (“GECC”), formed primarily for the purpose of providing financial services to Hyster and Yale lift truck dealers and national account customers in the United States. NMHG’s ownership in NFS is accounted for using the equity method of accounting. Generally, NMHG sells lift trucks through its independent dealer network or directly to customers. These dealers and customers may enter into a financing transaction with NFS or other unrelated third parties. NFS provides debt financing to dealers and lease financing to both dealers and customers. On occasion, the credit quality of the customer or concentration issues within GECC necessitate providing standby recourse or repurchase obligations or a guarantee of the residual value of the lift trucks purchased by customers and financed through NFS. At June 30, 2004, $153.1 million of the $185.8 million of guarantees discussed above related to transactions with NFS. In addition, in connection with the current joint venture agreement, NMHG also provides a guarantee to GECC for 20% of NFS’ debt with GECC, such that NMHG would become liable under the terms of NFS’ debt agreements with GECC in the case of default by NFS. At June 30, 2004, the amount of NFS’ debt guaranteed by NMHG was $112.8 million. NFS has not defaulted under the terms of this debt financing in the past and although there can be no assurances, NMHG is not aware of any circumstances that would cause NFS to default in future periods.

9

NMHG provides a standard warranty on its lift trucks, generally for six to twelve months or 1,000 to 2,000 hours. In addition, NMHG sells extended warranty agreements, which provide additional warranty up to three to five years or up to 3,600 to 10,000 hours. The specific terms and conditions of those warranties vary depending upon the product sold and the country in which NMHG does business. Revenue received for the sale of extended warranty contracts is deferred and recognized in the same manner as the costs are incurred to perform under the warranty contracts, in accordance with FASB Technical Bulletin 90-1, “Accounting for Separately Priced Extended Warranty and Product Maintenance Contracts.” Factors that affect the Company’s warranty liability include the number of units sold, historical and anticipated rates of warranty claims and the cost per claim. The Company also maintains a quality enhancement program under which it provides for specifically identified field product improvements in its warranty obligation. Accruals under this program are determined based on estimates of the potential number of claims to be processed and the cost of processing those claims. The Company periodically assesses the adequacy of its recorded warranty liabilities and adjusts the amounts as necessary.

Changes in the Company’s current and long-term warranty obligations, including deferred revenue on extended warranty contracts are as follows:

	2004
Balance at the beginning of the year	$	40.3
Warranties issued		17.0
Settlements made		(18.1	)
Balance at June 30	$	39.2

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Note 6 - Retirement Benefit Plans

The Company maintains various defined benefit pension plans. In 1996, pension benefits were frozen for employees covered under NMHG’s United States plans, except for those NMHG employees participating in collective bargaining agreements. As a result, in the United States, only certain employees covered under collective bargaining agreements will earn retirement benefits under defined benefit pension plans. Other employees of the Company, including employees whose pension benefits were frozen as of December 31, 1996, will receive retirement benefits under defined contribution retirement plans. The Company’s policy is to periodically make contributions to fund its defined benefit pension plans within the range allowed by applicable regulations. The Company previously disclosed in its financial statements for the year ended December 31, 2003, that it expects to contribute approximately $4.6 million to its U.S. pension plans in 2004. The Company now expects to contribute approximately $3.0 million in 2004. For the six months ended June 30, 2004, the Company contributed $1.1 million to its U.S. pension plans.

The Company also maintains health care and life insurance plans, which provide benefits to certain eligible retired employees. Under the Company’s current policy, plan benefits are funded at the time they are due to participants. The plans have no assets.

As a result of the Company’s election to defer the impact of the Act as discussed in Note 2, any measures relating to postretirement benefits do not reflect the impact of the Act on the plans. In addition, authoritative guidance, once adopted, may require the Company to change information previously reported relating to its postretirement benefit plans.

The components of pension and post-retirement (income) expense are set forth below:

	THREE MONTHS ENDED						SIX MONTHS ENDED
	JUNE 30						JUNE 30
	2004			2003			2004			2003
U.S. Pension
Service cost	$	0.1		$	0.1		$	0.2		$	0.2
Interest cost		1.1			1.1			2.1			2.1
Expected return on plan assets		(1.1	)		(1.1	)		(2.2	)		(2.2	)
Net amortization		0.3			0.1			0.6			0.3
Total	$	0.4		$	0.2		$	0.7		$	0.4
Non-U.S. Pension
Service cost	$	0.6		$	0.5		$	1.3		$	1.1
Interest cost		1.3			1.1			2.6			2.2
Expected return on plan assets		(1.7	)		(1.5	)		(3.4	)		(3.1	)
Employee contributions		(0.2	)		(0.2	)		(0.3	)		(0.3	)
Net amortization		0.7			0.5			1.2			0.8
Total	$	0.7		$	0.4		$	1.4		$	0.7
Post-retirement
Service cost	$	—		$	—		$	—		$	—
Interest cost		0.1			0.2			0.3			0.3
Net amortization		—			0.6			—			1.2
Total	$	0.1		$	0.8		$	0.3		$	1.5

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Note 7 - Unaudited Condensed Consolidating Guarantor and Non-Guarantor Financial Information

The following tables set forth the Unaudited Condensed Consolidating Balance Sheets as of June 30, 2004 and December 31, 2003, the Unaudited Condensed Consolidating Statements of Income for the three and six months ended June 30, 2004 and 2003 and the Unaudited Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2003. The following information is included as a result of the guarantee of the Parent Company’s Senior Notes by each of NMHG’s wholly owned U.S. subsidiaries (“Guarantor Companies”). None of the Company’s other subsidiaries has guaranteed the Senior Notes. Each of the guarantees is joint and several and full and unconditional. “NMHG Holding” includes the consolidated financial results of the parent company only, with all of its wholly owned subsidiaries accounted for under the equity method.

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
AT JUNE 30, 2004

	NMHG		Guarantor		Non-Guarantor		Consolidating			NMHG
	Holding		Companies		Companies		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	6.7	$	35.2	$	—		$	41.9
Accounts and notes receivable, net		5.3		90.5		212.7		(86.5	)		222.0
Inventories		—		143.8		134.2		—			278.0
Other current assets		2.3		47.4		22.7		(6.0	)		66.4
Total current assets		7.6		288.4		404.8		(92.5	)		608.3
Property, plant and equipment, net		—		133.2		104.2		—			237.4
Goodwill		—		307.2		42.3		—			349.5
Other non-current assets		665.5		320.2		25.9		(937.6	)		74.0
Total assets	$	673.1	$	1,049.0	$	577.2	$	(1,030.1	)	$	1,269.2
Accounts and notes payable	$	0.1	$	165.1	$	170.1	$	(79.6	)	$	255.7
Other current liabilities		3.3		98.5		73.3		(11.7	)		163.4
Revolving credit agreements		—		—		11.6		—			11.6
Total current liabilities		3.4		263.6		255.0		(91.3	)		430.7
Long-term debt		247.6		269.0		51.3		(296.0	)		271.9
Other long-term liabilities		—		115.1		49.7		(20.3	)		144.5
Stockholder’s equity		422.1		401.3		221.2		(622.5	)		422.1
Total liabilities and stockholder’s equity	$	673.1	$	1,049.0	$	577.2	$	(1,030.1	)	$	1,269.2

12

UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
AT DECEMBER 31, 2003

	NMHG		Guarantor		Non-Guarantor		Consolidating			NMHG
	Holding		Companies		Companies		Eliminations			Consolidated
Cash and cash equivalents	$	—	$	15.4	$	45.9	$	—		$	61.3
Accounts and notes receivable, net		9.1		98.0		221.8		(92.7	)		236.2
Inventories		—		129.5		118.2		—			247.7
Other current assets		2.4		45.7		18.5		(4.1	)		62.5
Total current assets		11.5		288.6		404.4		(96.8	)		607.7
Property, plant and equipment, net		—		134.2		108.7		—			242.9
Goodwill		—		307.3		44.0		—			351.3
Other non-current assets		664.2		312.3		24.9		(928.3	)		73.1
Total assets	$	675.7	$	1,042.4	$	582.0	$	(1,025.1	)	$	1,275.0
Accounts and notes payable	$	—	$	146.6	$	164.3	$	(79.9	)	$	231.0
Other current liabilities		3.3		113.7		84.2		(16.2	)		185.0
Revolving credit agreements		—		—		17.1		—			17.1
Total current liabilities		3.3		260.3		265.6		(96.1	)		433.1
Long-term debt		247.5		262.1		46.6		(286.1	)		270.1
Other long-term liabilities		0.1		116.2		49.9		(19.2	)		147.0
Stockholder’s equity		424.8		403.8		219.9		(623.7	)		424.8
Total liabilities and stockholder’s equity	$	675.7	$	1,042.4	$	582.0	$	(1,025.1	)	$	1,275.0

13

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2004

	NMHG		Guarantor			Non-Guarantor			Consolidating			NMHG
	Holding		Companies			Companies			Eliminations			Consolidated
Revenues	$	—	$	289.4		$	279.1		$	(72.8	)	$	495.7
Cost of sales		—		254.3			241.2			(72.8	)		422.7
Selling, general and administrative expenses		—		33.3			32.5			—			65.8
Operating profit		—		1.8			5.4			—			7.2
Interest expense		—		(6.5	)		(2.2	)		—			(8.7	)
Income from unconsolidated affiliates		2.5		4.7			—			(5.4	)		1.8
Other income (expense)		—		0.1			(0.2	)		—			(0.1	)
Income before income taxes and minority interest		2.5		0.1			3.0			(5.4	)		0.2
Income tax provision (benefit)		—		(2.4	)		0.2			—			(2.2	)
Income before minority interest		2.5		2.5			2.8			(5.4	)		2.4
Minority interest income		—		—			0.1			—			0.1
Net income	$	2.5	$	2.5		$	2.9		$	(5.4	)	$	2.5

14

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 2003

	NMHG		Guarantor			Non-Guarantor			Consolidating			NMHG
	Holding		Companies			Companies			Eliminations			Consolidated
Revenues	$	—	$	257.5		$	231.2		$	(60.3	)	$	428.4
Cost of sales		—		219.8			193.4			(60.3	)		352.9
Selling, general and administrative expenses		—		29.5			30.4			—			59.9
Operating profit		—		8.2			7.4			—			15.6
Interest expense		—		(7.0	)		(1.7	)		—			(8.7	)
Income from unconsolidated affiliates		5.7		5.5			—			(10.2	)		1.0
Other income		—		0.3			0.1			—			0.4
Income before income taxes and minority interest		5.7		7.0			5.8			(10.2	)		8.3
Income tax provision		—		1.3			1.5			—			2.8
Income before minority interest		5.7		5.7			4.3			(10.2	)		5.5
Minority interest income		—		—			0.2			—			0.2
Net income	$	5.7	$	5.7		$	4.5		$	(10.2	)	$	5.7

15

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2004

	NMHG		Guarantor			Non-Guarantor			Consolidating			NMHG
	Holding		Companies			Companies			Eliminations			Consolidated
Revenues	$	—	$	558.9		$	552.1		$	(144.5	)	$	966.5
Cost of sales		—		489.7			474.1			(144.5	)		819.3
Selling, general and administrative expenses		—		64.4			67.3			—			131.7
Operating profit		—		4.8			10.7			—			15.5
Interest expense		—		(13.3	)		(3.9	)		—			(17.2	)
Income from unconsolidated affiliates		3.0		8.0			—			(8.4	)		2.6
Other income (expense)		—		0.2			(0.6	)		—			(0.4	)
Income (loss) before income taxes and minority interest		3.0		(0.3	)		6.2			(8.4	)		0.5
Income tax provision (benefit)		—		(3.3	)		1.2			—			(2.1	)
Income before minority interest		3.0		3.0			5.0			(8.4	)		2.6
Minority interest income		—		—			0.4			—			0.4
Net income	$	3.0	$	3.0		$	5.4		$	(8.4	)	$	3.0

16

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 2003

	NMHG		Guarantor			Non-Guarantor			Consolidating			NMHG
	Holding		Companies			Companies			Eliminations			Consolidated
Revenues	$	—	$	520.3		$	445.3		$	(118.2	)	$	847.4
Cost of sales		—		441.6			373.7			(118.2	)		697.1
Selling, general and administrative expenses		—		62.1			59.9			—			122.0
Operating profit		—		16.6			11.7			—			28.3
Interest expense		—		(14.0	)		(3.3	)		—			(17.3	)
Income from unconsolidated affiliates		9.0		8.6			—			(15.9	)		1.7
Other income		—		—			0.2			—			0.2
Income before income taxes minority interest		9.0		11.2			8.6			(15.9	)		12.9
Income tax provision		—		2.2			2.2			—			4.4
Income before minority interest		9.0		9.0			6.4			(15.9	)		8.5
Minority interest income		—		—			0.5			—			0.5
Net income	$	9.0	$	9.0		$	6.9		$	(15.9	)	$	9.0

17

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2004

	NMHG			Guarantor			Non-Guarantor			Consolidating			NMHG
	Holding			Companies			Companies			Eliminations			Consolidated
Net cash provided by operating activities	$	0.1		$	11.2		$	0.3		$	0.3		$	11.9
Investing activities
Expenditures for property, plant and equipment		—			(7.9	)		(10.3	)		—			(18.2	)
Proceeds from the sale of assets		—			0.8			4.0			—			4.8
Net cash used for investing activities		—			(7.1	)		(6.3	)		—			(13.4	)
Financing activities
Additions to long-term debt and revolving credit agreements		—			21.0			9.6			—			30.6
Reductions of long-term debt and revolving credit agreements		—			(21.7	)		(22.6	)		—			(44.3	)
Notes receivable/payable, affiliates		0.5			(12.1	)		11.9			(0.3	)		—
Other - net		(0.6	)		—			—			—			(0.6	)
Net cash used for financing activities		(0.1	)		(12.8	)		(1.1	)		(0.3	)		(14.3	)
Effect of exchange rate changes on cash		—			—			(3.6	)		—			(3.6	)
Cash and cash equivalents
Decrease for the period		—			(8.7	)		(10.7	)		—			(19.4	)
Balance at beginning of the period		—			15.4			45.9			—			61.3
Balance at the end of the period	$	—		$	6.7		$	35.2		$	—		$	41.9

18

UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2003

	NMHG			Guarantor			Non-Guarantor			Consolidating			NMHG
	Holding			Companies			Companies			Eliminations			Consolidated
Net cash provided by (used for) operating activities	$	3.1		$	4.5		$	(5.7	)	$	(5.3	)	$	(3.4	)
Investing activities
Expenditures for property, plant and equipment		—			(6.3	)		(3.3	)		—			(9.6	)
Proceeds from the sale of assets		—			11.5			1.3			—			12.8
Net cash provided by (used for) investing activities		—			5.2			(2.0	)		—			3.2
Financing activities
Additions to long-term debt and revolving credit agreements		—			2.1			13.5			—			15.6
Reductions of long-term debt and revolving credit agreements		(3.1	)		(1.9	)		(33.7	)		—			(38.7	)
Notes receivable/payable, affiliates		2.6			(6.6	)		1.2			2.8			—
Other - net		(2.6	)		(2.5	)		—			2.5			(2.6	)
Net cash used for financing activities		(3.1	)		(8.9	)		(19.0	)		5.3			(25.7	)
Effect of exchange rate changes on cash		—			—			(0.3	)		—			(0.3	)
Cash and cash equivalents
Increase (decrease) for the period		—			0.8			(27.0	)		—			(26.2	)
Balance at beginning of the period		—			5.3			49.6			—			54.9
Balance at the end of the period	$	—		$	6.1		$	22.6		$	—		$	28.7

19

Note 8 - Segment Information

Financial information for each of the Company’s reportable segments, as defined by SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information,” is presented in the following table.

NMHG Wholesale derives a portion of its revenues from transactions with NMHG Retail. The amount of these revenues, which are based on current market prices of similar third-party transactions, are indicated in the following table on the line “NMHG Eliminations” in the revenues section.

	THREE MONTHS ENDED						SIX MONTHS ENDED
	JUNE 30						JUNE 30
	2004			2003			2004			2003
REVENUES FROM EXTERNAL CUSTOMERS
NMHG Wholesale	$	445.5		$	389.2		$	866.8		$	771.8
NMHG Retail		62.5			57.5			130.1			111.4
Eliminations		(12.3	)		(18.3	)		(30.4	)		(35.8	)
	$	495.7		$	428.4		$	966.5		$	847.4
GROSS PROFIT
NMHG Wholesale	$	61.9		$	64.3		$	124.8		$	128.4
NMHG Retail		10.9			11.5			22.5			21.8
Eliminations		0.2			(0.3	)		(0.1	)		0.1
	$	73.0		$	75.5		$	147.2		$	150.3
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
NMHG Wholesale	$	53.5		$	48.8		$	106.7		$	99.2
NMHG Retail		12.2			11.2			25.1			22.9
Eliminations		0.1			(0.1	)		(0.1	)		(0.1	)
	$	65.8		$	59.9		$	131.7		$	122.0
OPERATING PROFIT (LOSS)
NMHG Wholesale	$	8.4		$	15.5		$	18.1		$	29.2
NMHG Retail		(1.3	)		0.3			(2.6	)		(1.1	)
Eliminations		0.1			(0.2	)		—			0.2
	$	7.2		$	15.6		$	15.5		$	28.3
INTEREST EXPENSE
NMHG Wholesale	$	(7.1	)	$	(7.3	)	$	(14.0	)	$	(14.5	)
NMHG Retail		(1.4	)		(0.9	)		(2.6	)		(1.8	)
Eliminations		(0.2	)		(0.5	)		(0.6	)		(1.0	)
	$	(8.7	)	$	(8.7	)	$	(17.2	)	$	(17.3	)
INTEREST INCOME
NMHG Wholesale	$	0.6		$	0.7		$	0.8		$	1.2
NMHG Retail		—			—			—			0.1
	$	0.6		$	0.7		$	0.8		$	1.3

20

	THREE MONTHS ENDED						SIX MONTHS ENDED
	JUNE 30						JUNE 30
	2004			2003			2004			2003
OTHER - NET, INCOME (EXPENSE)
NMHG Wholesale	$	1.2		$	0.3		$	1.5		$	—
NMHG Retail		—			0.4			—			0.6
Eliminations		(0.1	)		—			(0.1	)		—
	$	1.1		$	0.7		$	1.4		$	0.6
INCOME TAX PROVISION (BENEFIT)
NMHG Wholesale	$	(1.2	)	$	3.1		$	(0.1	)	$	5.4
NMHG Retail		(0.6	)		—			(1.4	)		(0.7	)
Eliminations		(0.4	)		(0.3	)		(0.6	)		(0.3	)
	$	(2.2	)	$	2.8		$	(2.1	)	$	4.4
NET INCOME (LOSS)
NMHG Wholesale	$	4.4		$	6.3		$	6.9		$	11.0
NMHG Retail		(2.1	)		(0.2	)		(3.8	)		(1.5	)
Eliminations		0.2			(0.4	)		(0.1	)		(0.5	)
	$	2.5		$	5.7		$	3.0		$	9.0
DEPRECIATION AND AMORTIZATION EXPENSE
NMHG Wholesale	$	6.6		$	6.6		$	13.3		$	13.2
NMHG Retail		4.0			4.4			8.0			9.1
	$	10.6		$	11.0		$	21.3		$	22.3
CAPITAL EXPENDITURES
NMHG Wholesale	$	8.6		$	5.6		$	15.4		$	8.4
NMHG Retail		2.6			0.8			2.8			1.2
	$	11.2		$	6.4		$	18.2		$	9.6

	June 30			December 31
	2004			2003
TOTAL ASSETS
NMHG Wholesale	$	1,198.7		$	1,179.5
NMHG Retail		158.9			174.5
Eliminations		(88.4	)		(79.0	)
	$	1,269.2		$	1,275.0

NACCO typically charges fees to its operating subsidiaries, including NMHG. The amounts charged to NMHG for the three and six months ended June 30, 2003 were $2.1 million and $4.1 million, respectively. These amounts are included in selling, general and administrative expenses in the Consolidated Statements of Operations. No amount was charged for the six months ended June 30, 2004.

21

Note 9 - Equity Investments

NMHG has a 20% ownership interest in NFS, a joint venture with GE Capital Corporation, formed primarily for the purpose of providing financial services to independent and wholly owned Hyster and Yale lift truck dealers and national account customers in the United States. NMHG’s ownership in NFS is accounted for using the equity method of accounting.

Summarized financial information for this equity investment is as follows:

	THREE MONTHS ENDED				SIX MONTHS ENDED
	JUNE 30				JUNE 30
	2004		2003		2004		2003
Revenues	$	10.7	$	11.2	$	21.0	$	21.7
Gross Profit	$	7.2	$	7.0	$	13.9	$	13.3
Net Income	$	3.3	$	2.4	$	6.6	$	4.9

NMHG has a 50% ownership interest in Sumitomo NACCO Materials Handling Company, Ltd. (“SN”), a limited liability company which was formed primarily for the manufacture and distribution of Sumitomo-Yale branded lift trucks in Japan and the export of Hyster and Yale branded lift trucks and related components and service parts outside of Japan. NMHG purchases products from SN under normal trade terms. NMHG’s ownership in SN is also accounted for using the equity method of accounting.

22

Item 2. Management’s Discussion and Analysis
of Financial Condition and Results of Operations

(Tabular Amounts in Millions, Except Percentage Data)

NMHG designs, engineers, manufactures, sells, services and leases a comprehensive line of lift trucks and aftermarket parts marketed globally under the Hyster^® and Yale^® brand names. The Company manages its operations as two reportable segments: wholesale manufacturing (“NMHG Wholesale”) and retail distribution (“NMHG Retail”). Lift trucks and component parts are manufactured in the United States, Northern Ireland, Scotland, the Netherlands, China, Italy, Japan, Mexico, the Philippines and Brazil. NMHG Wholesale includes the manufacture and sale of lift trucks and related service parts, primarily to independent and wholly owned Hyster and Yale retail dealerships. NMHG Retail includes the sale, leasing and service of Hyster and Yale lift trucks and related service parts by wholly owned retail dealerships and rental companies. NMHG Retail includes the elimination of intercompany revenues and profits resulting from sales by NMHG Wholesale to NMHG Retail.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Please refer to the discussion of the Company’s Critical Accounting Policies and Estimates as disclosed on pages 9 through 11 in the Company’s Form 10-K for the year ended December 31, 2003.

FINANCIAL REVIEW

The segment and geographic results of operations for NMHG were as follows for the three and six months ended June 30:

	THREE MONTHS						SIX MONTHS
	2004			2003			2004			2003
Revenues
Wholesale
Americas	$	288.7		$	251.7		$	553.6		$	507.9
Europe, Africa and Middle East		131.7			111.5			259.9			214.2
Asia-Pacific		25.1			26.0			53.3			49.7
		445.5			389.2			866.8			771.8
Retail (net of eliminations)
Americas		—			0.5			—			1.2
Europe, Africa and Middle East		21.3			19.9			42.9			37.4
Asia-Pacific		28.9			18.8			56.8			37.0
		50.2			39.2			99.7			75.6
NMHG Consolidated	$	495.7		$	428.4		$	966.5		$	847.4
Operating profit (loss)
Wholesale
Americas	$	3.2		$	13.0		$	10.2		$	26.2
Europe, Africa and Middle East		4.8			1.6			6.6			2.1
Asia-Pacific		0.4			0.9			1.3			0.9
		8.4			15.5			18.1			29.2
Retail (net of eliminations)
Americas		—			(0.1	)		—			0.1
Europe, Africa and Middle East		(0.7	)		(0.8	)		(1.5	)		(2.3	)
Asia-Pacific		(0.5	)		1.0			(1.1	)		1.3
		(1.2	)		0.1			(2.6	)		(0.9	)
NMHG Consolidated	$	7.2		$	15.6		$	15.5		$	28.3

23

	THREE MONTHS						SIX MONTHS
	2004			2003			2004			2003
Interest expense
Wholesale	$	(7.1	)	$	(7.3	)	$	(14.0	)	$	(14.5	)
Retail (net of eliminations)		(1.6	)		(1.4	)		(3.2	)		(2.8	)
NMHG Consolidated	$	(8.7	)	$	(8.7	)	$	(17.2	)	$	(17.3	)
Other income, net
Wholesale	$	1.8		$	1.0		$	2.3		$	1.2
Retail (net of eliminations)		(0.1	)		0.4			(0.1	)		0.7
NMHG Consolidated	$	1.7		$	1.4		$	2.2		$	1.9
Net income (loss)
Wholesale	$	4.4		$	6.3		$	6.9		$	11.0
Retail (net of eliminations)		(1.9	)		(0.6	)		(3.9	)		(2.0	)
NMHG Consolidated	$	2.5		$	5.7		$	3.0		$	9.0

A reconciliation of NMHG Wholesale’s federal statutory and effective income tax is as follows for the three and six months ended June 30:

	THREE MONTHS						SIX MONTHS
	2004			2003			2004			2003
Income before income taxes and minority interest:	$	3.1		$	9.2		$	6.4		$	15.9
Statutory taxes at 35%	$	1.1		$	3.2		$	2.2		$	5.6
Settlements		(1.5	)		—			(1.5	)		—
Other items		(0.8	)		(0.1	)		(0.8	)		(0.2	)
Income tax provision (benefit)	$	(1.2	)	$	3.1		$	(0.1	)	$	5.4
Effective tax rate		(38.7	%)		33.7	%		(1.6	%)		34.0	%

During the three and six months ended June 30, 2004, NMHG Wholesale’s effective income tax rate was affected by the settlement of income tax audits and transfer pricing disputes with various taxing authorities. Excluding the effect of the settlements, the effective income tax rate decreased in the three and six months ended June 30, 2004 due to a shift in the mix of earnings to jurisdictions with lower income tax rates.

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A reconciliation of NMHG Retail’s federal statutory and effective income tax is as follows for the three and six months ended June 30:

	THREE MONTHS						SIX MONTHS
	2004			2003			2004			2003
Loss before income taxes and minority interest:	$	(2.9	)	$	(0.9	)	$	(5.9	)	$	(3.0	)
Statutory taxes at 35%	$	(1.0	)	$	(0.3	)	$	(2.1	)	$	(1.1	)
Settlements		(0.8	)		—			(0.8	)		—
Other items		0.8			—			0.9			0.1
Income tax provision (benefit)	$	(1.0	)	$	(0.3	)	$	(2.0	)	$	(1.0	)
Effective tax rate		34.5	%		33.3	%		33.9	%		33.3	%

During the three and six months ended June 30, 2004, the effective income tax rate for NMHG Retail was favorably affected by the benefit of a settlement of a foreign income tax claim in Asia-Pacific. Excluding the settlement, the effective income tax rate for the three months ended June 30, 2004 is not meaningful. The effective income tax rate for the first six months of 2004 excluding the effect of the settlement decreased compared with the first six months of 2003 due to a shift in the mix of earnings subject to valuation allowances.

Second Quarter of 2004 Compared with Second Quarter of 2003

NMHG Wholesale

Revenues:

The following table identifies the components of the changes in revenues for the second quarter of 2004 compared with the second quarter of 2003:

	Revenues
2003	$	389.2
Increase in 2004 from:
Unit volume		33.9
Foreign currency		12.6
Service parts		7.0
Unit price		2.5
Unit product mix		0.3
2004	$	445.5

Revenues increased $56.3 million, or 14.5%, to $445.5 million in the second quarter of 2004 compared with $389.2 million in the second quarter of 2003, primarily due to an increase in lift truck shipments. Worldwide unit shipments increased 10.7% to 18,772 units in the second quarter of 2004 from 16,961 units in 2003 due to increases in unit shipments of 1,266 units, or 11.7%, in the Americas and 631 units, or 12.1%, in

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Europe. Also contributing to the increase in revenues was the favorable impact of the translation of sales in foreign currencies to U.S. dollars, primarily in Europe; an increase in service part sales, due to higher volume in the Americas and Europe; and improved pricing in the Americas on unit and parts sales. The increase in volume was primarily driven by improved market conditions.

Operating profit:

The following table identifies the components of the changes in operating profit for the second quarter of 2004 compared with the second quarter of 2003:

	Operating
	Profit
2003	$	15.5
Increase (decrease) in 2004 from:
Standard margin		6.2
Other cost of sales		(7.0	)
NACCO fees		2.1
Other selling, general and administrative expenses		(5.3	)
Foreign currency		(3.1	)
2004	$	8.4

NMHG Wholesale’s operating profit decreased $7.1 million, or 45.8%, primarily due to an increase in cost of sales as a result of an $8.9 million increase in material costs, mainly due to higher commodity costs for steel in the Americas and Europe. As this trend became apparent in the first half of 2004, NMHG implemented price increases intended to offset these material cost increases. However, the impact of these price increases on the second quarter of 2004 was minimal. Also contributing to the decline in operating profit was an increase in selling, general and administrative expenses primarily due to a $3.4 million adjustment reducing product liability expenses in the second quarter of 2003 due to favorable product liability experience. In addition, during the second quarter of 2004, there was an increase in marketing expenses in the Americas and Europe, mainly due to marketing programs related to the introduction of new products currently in development. Additionally, the operating results for the second quarter of 2003 included a $1.1 million gain on the sale of an idle facility. The impact of foreign currency translation was unfavorable as a result of a weaker U.S. dollar in the second quarter of 2004 compared with the second quarter of 2003. These unfavorable factors affecting operating profit were partially offset by an increase in standard margins due to the increase in sales volumes discussed above. Also favorably affecting operating results was a $2.1 million decrease due to the temporary suspension of fees charged by NACCO and a $1.0 million reversal of previously accrued restructuring costs in Europe in the second quarter of 2004. See further discussion under the heading “Restructuring Programs” below.

Net income:

Net income decreased $1.9 million to $4.4 million in the second quarter of 2004 compared with $6.3 million in the second quarter of 2003, as the impact of the decrease in operating profit was partially offset by the $1.5 million tax benefit previously discussed, an increase in income from unconsolidated affiliates and a decrease in NMHG Wholesale’s effective income tax rate.

Backlog:

The worldwide backlog level was 24,700 units at June 30, 2004 compared with 19,400 units at June 30, 2003 and 24,500 units at March 31, 2004. The increase over the prior year backlog was primarily due to increased demand for lift trucks in the Americas.

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NMHG Retail (net of eliminations)

Revenues:

The following table identifies the components of the changes in revenues for the second quarter of 2004 compared with the second quarter of 2003:

	Revenues
2003	$	39.2
Increase (decrease) in 2004 from:
Foreign currency		8.2
Decrease in intercompany eliminations		6.4
Sales of lift trucks		(4.9	)
Service, parts, rental and other		1.3
2004	$	50.2

Revenues increased $11.0 million, or 28.1%, to $50.2 million for the quarter ended June 30, 2004 compared with the quarter ended June 30, 2003. Revenues for the second quarter of 2003 included $0.5 million from NMHG Retail’s only wholly owned U.S. dealer, which was sold on January 3, 2003. See further discussion under the heading “2003 Sale of U.S. Dealer” below. The increase in revenues was primarily due to the favorable impact of translating sales in foreign currencies to U.S. dollars. Also contributing to the increase was a decrease in the elimination of sales from NMHG Wholesale to NMHG Retail as a result of the timing of shipments from NMHG Wholesale and the manner in which units were sold and financed in Asia-Pacific. In the second quarter of 2004, units were primarily sold to a third-party lessor rather than directly to NMHG Retail. These increases in revenues were partially offset by a decrease in NMHG Retail’s revenues from lift truck sales due primarily to a change in mix to lower-priced lift trucks in Europe and Asia-Pacific, as well as a decrease in rental revenues due to underutilization.

Operating profit (loss):

The following table identifies the components of the changes in operating profit (loss) for the second quarter of 2004 compared with the second quarter of 2003:

	Operating Profit (Loss)
2003	$	0.1
Increase (decrease) in 2004 from:
Rental contracts		(1.4	)
Sales of lift trucks		(0.5	)
Selling, general and administrative expenses		0.3
Other		0.3
2004	$	(1.2	)

NMHG Retail’s operating loss for the quarter ended June 30, 2004 was $1.2 million, $1.3 million lower than the 2003 operating profit of $0.1 million, as lower margins on rental arrangements and sales of lift trucks were partially offset by a decrease in operating expenses. The lower rental margins were primarily due to

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the decrease in rental revenues as well as increased repairs and maintenance costs on the overall rental fleet. The lower profits on lift truck sales were the result of lower revenues from the sale of lift trucks. The decrease in selling, general and administrative expenses was due to the positive impact of previously-implemented restructuring programs, which was partially offset by a $0.3 million reversal of restructuring accruals in Europe during the second quarter of 2003.

Net loss:

NMHG Retail’s net loss increased $1.3 million to $1.9 million in the second quarter of 2004 from $0.6 million in the second quarter of 2003. The increase in net loss was due to the increase in operating loss discussed above as well as an increase in interest expense due to higher borrowings and the unfavorable effect of a decrease in NMHG Retail’s effective income tax rate, partially offset by the previously-discussed $0.8 million tax benefit.

First Six Months of 2004 Compared with First Six Months of 2003

NMHG Wholesale

Revenues:

The following table identifies the components of the changes in revenues for the first six months of 2004 compared with the first six months of 2003:

	Revenues
2003	$	771.8
Increase in 2004 from:
Unit volume		37.0
Foreign currency		33.3
Service parts		12.6
Unit product mix		9.4
Unit price		2.7
2004	$	866.8

Revenues increased $95.0 million, or 12.3%, to $866.8 million in the first six months of 2004 compared with $771.8 million in the first six months of 2003. The increase was primarily due to an increase in units shipped and the favorable impact of translating sales in foreign currencies to U.S dollars, primarily in Europe. Also contributing to the increase in revenues in the Americas was an increase in parts sales due to increased demand, an improvement in unit product mix as a greater proportion of higher priced trucks were shipped compared with last year, and an increase in unit prices.

Worldwide unit shipments increased 5.8% to 36,396 units in the first six months of 2004 from 34,413 units in 2003 as units shipped increased 1,523 units, or 15.2%, in Europe and 586 units, or 2.6%, in the Americas. Higher volumes in Europe and in the Americas were primarily attributed to growth in the overall lift truck market in each geographic area. Also contributing to the increase in Europe was an improvement in market share. The growth in Europe and the Americas was partially offset by a 126 unit, or 6.8%, decrease in shipments in Asia-Pacific, primarily due to timing.

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Operating profit:

The following table identifies the components of the changes in operating profit for the first six months of 2004 compared with the first six months of 2003:

	Operating
	Profit
2003	$	29.2
Increase (decrease) in 2004 from:
Standard margin		9.8
Other cost of sales		(10.7	)
NACCO fees		4.1
Other selling, general and administrative expenses		(9.2	)
Foreign currency		(5.1	)
2004	$	18.1

NMHG Wholesale’s operating profit decreased $11.1 million, or 38.0%, to $18.1 million in the first six months of 2004 compared with $29.2 million in the first six months of 2003. The decrease in operating profit was due in part to a $12.6 million increase in material costs, primarily the result of higher commodity costs for steel in Europe and the Americas. Also contributing to the decrease in operating profit were higher selling, general and administrative expenses, primarily due to increased marketing expenses, a $3.4 million adjustment reducing product liability expenses in the second quarter of 2003 due to favorable product liability experience, and an overall increase in employee-related costs. The increase in marketing expenses was primarily associated with the pending introduction of the Company’s 1 to 8 ton product line currently in development. Additionally, operating profit in the Americas was adversely affected by the unfavorable impact of currency translation due mainly to the weakness of the U.S. dollar in the first half of 2004 compared with the first half of 2003. These negative factors affecting operating profit were partially offset by an increase in standard margins, primarily due to higher revenues, and the favorable effect of the temporary suspension of fees charged by NACCO.

Net income:

Net income decreased $4.1 million to $6.9 million in the first six months of 2004 compared with $11.0 million in the first six months of 2003, as the impact of a lower operating profit was partially offset by the previously-discussed $1.5 million tax benefit, a $0.9 million increase in income from unconsolidated affiliates and a decrease in NMHG Wholesale’s effective income tax rate.

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NMHG Retail (net of eliminations)

Revenues:

The following tables identifies the components of the changes in revenues for the first six months of 2004 compared with the first six months of 2003:

	Revenues
2003	$	75.6
Increase (decrease) in 2004 from:
Foreign currency		20.7
Decrease in intercompany eliminations		5.8
Sales of lift trucks		(5.3	)
Service, parts, rental and other		2.9
2004	$	99.7

Revenues increased $24.1 million, or 31.9%, to $99.7 million for the six months ended June 30, 2004 compared with $75.6 million for the six months ended June 30, 2003. Revenues for the first six months of 2003 included $1.2 million from NMHG Retail’s only wholly owned U.S. dealer, which was sold on January 3, 2003. See further discussion under the heading “2003 Sale of U.S. Dealer” below. The increase in revenues was primarily due to the favorable impact of translating sales in foreign currencies as a result of a weaker U.S. dollar in the first half of 2004 compared with the first half of 2003. Also contributing to the increase was a decrease in the elimination of intercompany sales between NMHG Wholesale and NMHG Retail, as a result of the timing of shipments from NMHG Wholesale and the manner in which units were sold and financed in Asia-Pacific. In the first six months of 2004, units were primarily sold to a third-party lessor rather than directly to NMHG Retail. The increase in revenues was also positively affected by an increase in service revenues. These increases in revenues were partially offset by a decrease in lift trucks sales due to lower unit sales in Asia-Pacific and a shift in mix to lower-priced lift trucks, as well as decreases in rental and parts revenues primarily in Europe.

Operating loss:

The following table identifies the components of the changes in operating loss for the first six months of 2004 compared with the first six months of 2003:

	Operating Loss
2003	$	(0.9	)
Wind-down costs of previously sold dealers		1.0
		0.1
Increase (decrease) in 2004 from:
Rental contracts		(2.8	)
Sales of lift trucks		(0.5	)
Selling, general and administrative expenses		0.7
Other		(0.1	)
2004	$	(2.6	)

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NMHG Retail’s operating loss for the six months ended June 30, 2004 was $2.6 million, $1.7 million higher than the 2003 operating loss of $0.9 million. The 2003 results include wind-down costs related to the settlement of contingent liabilities for previously-sold dealers. In addition, the higher operating loss in the first six months of 2004 was primarily driven by a decrease in operating profits from rental arrangements, primarily due to increased repairs and maintenance costs on rental equipment, including cost to maintain idle equipment due to timing of short-term rentals, and lower rental revenues. Additionally, profits from the sales of new and used lift trucks decreased $0.5 million, as the impact of lower sales was partially offset by improved margins, primarily in Asia-Pacific. The decrease in operating loss was partially offset by a decrease in selling, general and administrative expenses as a result of cost saving measures, including the 2001 Restructuring Program in Europe discussed under the heading “Restructuring Programs” below.

Net loss:

NMHG Retail’s net loss increased $1.9 million to $3.9 million in the first six months of 2004 from $2.0 million in the first six months of 2003, primarily due to the decrease in operating profit discussed above. Also contributing to the decrease was an increase in interest expense and the unfavorable effect of a decrease in NMHG Retail’s effective income tax rate. The overall increase in the net loss was partially offset by the previously-discussed $0.8 million tax benefit.

2003 Sale of U.S. Dealer:

On January 3, 2003, NMHG sold substantially all of the assets and liabilities of its wholly owned dealer in the U.S., which comprised the Americas component of NMHG Retail. Revenues from the NMHG Retail-Americas operation in the three and six months ended June 30, 2003 were $0.5 million and $1.2 million, respectively, net of eliminations from transactions with NMHG Wholesale. As a result of the sale of this business, no additional revenues or losses are expected. However, NMHG Wholesale sold lift trucks and service parts to the new independent owner of this retail dealership in 2003 and in the first six months of 2004 and such sales are expected to continue.

Restructuring Programs

NMHG 2002 Restructuring Program

During the second quarter of 2004, the Company reduced its original accrual for severance in Europe under the 2002 Restructuring Program by $1.0 million as a result of employees leaving prior to becoming eligible for severance benefits and an additional decrease in the total number of employees estimated to be severed as a result of an increase in estimates of future production levels. Approximately $4.8 million of pre-tax restructuring related costs, primarily as a result of manufacturing inefficiencies which were not eligible for accrual in December 2002, were expensed during the first six months of 2004. Additional costs, not eligible for accrual, for severance and manufacturing inefficiencies are expected to be approximately $2.5 million for the remainder of 2004, $4.4 million in 2005 and $4.6 million in 2006. Cost savings, primarily from reduced employee wages and benefits were $1.2 million in the first six months of 2004 and are expected to be $4.6 million for the remainder of 2004. Cost savings of $10.3 million and $10.8 million are expected in 2005 and 2006, respectively, with annual cost savings of $14.7 million thereafter. Changes in the timing of implementation of certain plant projects in Europe as part of this restructuring program have resulted in delays in the expected recognition of future costs and realization of future benefits from amounts previously reported. Although a majority of the projected savings is the result of a reduction in fixed factory costs, the overall benefit estimates could vary depending on unit volumes and the resulting effect on manufacturing efficiencies.

This restructuring program will allow the Company to re-focus its operating activities, including the manufacturing of new products in Europe. As a result, the Company expects to receive government grants during 2004 and 2005 totaling approximately $4.2 million, which are included in the projected cost savings noted above.

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NMHG 2001 Restructuring Program

NMHG Retail recognized a restructuring charge of approximately $4.7 million pre-tax in 2001, of which $0.4 million related to lease termination costs and $4.3 million related to severance and other employee benefits to be paid to approximately 140 service technicians, salesmen and administrative personnel at wholly owned dealers in Europe. As of December 31, 2003, severance payments, net of currency effects, of $3.3 million had been made to approximately 117 employees and $0.7 million of the amount originally accrued was reversed. A payment of $0.1 million was made to one employee during the first half of 2004. The remaining payments of $0.5 million are expected to be completed during 2004. Cost savings primarily from reduced employee wages, employee benefits and lease costs of approximately $1.5 million pre-tax were realized in the first six months of 2004 and are expected to be approximately $1.6 million pre-tax for the remainder of 2004 related to this program. Annual pre-tax cost savings of $3.1 million are expected to continue subsequent to 2004. Estimated cost savings could be reduced by additional severance payments, if any, made to employees above the statutory or contractually required amount that was accrued in 2001 or due to changes in foreign currency rates.

LIQUIDITY AND CAPITAL RESOURCES

Cash Flows

The following tables detail the changes in cash flow for the six months ended June 30:

							Increase
	2004			2003			(decrease)
Operating activities:
Net income	$	3.0		$	9.0		$	(6.0	)
Depreciation and amortization		21.3			22.3			(1.0	)
Non-cash items		3.8			—			3.8
Working capital changes		(16.2	)		(34.7	)		18.5
Net cash provided by (used for) operating activities		11.9			(3.4	)		15.3
Investing activities:
Expenditures for property, plant and equipment		(18.2	)		(9.6	)		(8.6	)
Proceeds from the sale of assets		4.8			12.8			(8.0	)
Net cash provided by (used for) investing activities		(13.4	)		3.2			(16.6	)
Cash flow before financing activities	$	(1.5	)	$	(0.2	)	$	(1.3	)

Operating cash flow increased $15.3 million, despite a $6.0 million decrease in net income, primarily due to the favorable impact of movements in accounts payable and accounts receivable. Operating cash flow increased $23.8 million primarily as a result of favorable movements in accounts payable due to the timing of payments during 2004. Additionally, accounts receivable performance improved $18.4 million primarily due to improved collections. The positive cash flow impact of payables and receivables was partially offset by the unfavorable cash flow impact of increases in inventory levels in the Americas and Europe, primarily due to increased unit sales volumes and backlog.

Investing cash flows decreased $16.6 million, primarily due to an increase in spending on property, plant and equipment and a decrease in the proceeds from the sale of assets. The increase in capital spending was primarily due to an increase in spending for production capacity and tooling related to the production of 1 to 8 ton lift trucks currently in development, a new paint system for a facility in Europe, and an increase in purchases of rental equipment by NMHG Retail in Asia-Pacific. The decrease in proceeds from the sale of assets is primarily due to the sale of the Company’s wholly owned U.S. dealer in the first quarter of 2003.

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							(Increase)
	2004			2003			decrease
Financing activities:
Net reduction of long-term debt and revolving credit agreements	$	(13.7	)	$	(23.1	)	$	9.4
Financing fees paid		(0.6	)		(0.1	)		(0.5	)
Cash dividends paid to NACCO		—			(2.5	)		2.5
Net cash used for financing activities	$	(14.3	)	$	(25.7	)	$	11.4

Cash used for financing activities decreased $11.4 million in the first six months of 2004 compared with the first six months of 2003 primarily due to an increase in borrowings to fund NMHG Retail’s operations. The increase in borrowings was partially offset by an increase in repayments as NMHG Wholesale used available cash to pay down outstanding debt. Additionally, during the second quarter of 2004, NMHG amended its revolving credit facility, resulting in the payment of additional financing fees. See further discussion under the heading “Financing Activities” below.

Financing Activities

During the second quarter of 2004, NMHG amended its secured, floating-rate revolving credit facility to, among other things, reduce the size of the facility to $135.0 million from $175.0 million, reduce the applicable interest rate margins, reduce the minimum excess availability requirement from $15.0 million to $10.0 million and extend the term of the agreement until May 9, 2007. The maximum availability under the revolving credit facility, as amended, is governed by a borrowing base derived from advance rates against the inventory and accounts receivable of the borrowers, as defined in the revolving credit facility. Adjustments to reserves booked against these assets, including inventory reserves, will change the eligible borrowing base and thereby impact the liquidity provided by the facility. At June 30, 2004, the borrowing base under the revolving credit facility was $76.9 million, which reflects reductions for the commitments or availability under certain foreign credit facilities and for an excess availability requirement of $10.0 million. There were no borrowings outstanding under this facility at June 30, 2004.

During 2002, NMHG issued $250.0 million of 10% unsecured Senior Notes that mature on May 15, 2009. The Senior Notes are senior unsecured obligations of NMHG Holding Co. and are guaranteed by substantially all of NMHG’s domestic subsidiaries. NMHG Holding Co. has the option to redeem all or a portion of the Senior Notes on or after May 15, 2006 at the redemption prices set forth in the Indenture governing the Senior Notes. The proceeds from the Senior Notes were reduced by an original issue discount of $3.1 million.

In addition to the amount outstanding under the Senior Notes, NMHG had borrowings of approximately $30.7 million outstanding at June 30, 2004 under various working capital facilities.

Both the revolving credit facility and terms of the Senior Notes include restrictive covenants, which, among other things, limit the payment of dividends to NACCO. The revolving credit facility also requires NMHG to meet certain financial tests, including, but not limited to, minimum excess availability, maximum capital expenditures, maximum leverage ratio and minimum fixed charge coverage ratio tests. At June 30, 2004, the Company is in compliance with all of its debt covenants.

NMHG believes that funds available under the revolving credit facility, other available lines of credit and operating cash flows will provide sufficient liquidity to meet its operating needs and commitments arising during the next twelve months and until the expiration of NMHG’s revolving credit facility in May 2007.

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Contractual Obligations, Contingent Liabilities and Commitments

Since December 31, 2003, there have been no significant changes in the total amount of NMHG’s contractual obligations or commercial commitments, or the timing of cash flows in accordance with those obligations, as reported in the Company’s Form 10-K for the year ended December 31, 2003.

Capital Expenditures

Expenditures for property, plant and equipment were $15.4 million for NMHG Wholesale and $2.8 million for NMHG Retail during the first six months of 2004. These capital expenditures included tooling for new products, plant improvements, machinery, equipment and lease and rental fleet. It is estimated that NMHG Wholesale’s capital expenditures will be approximately $17.5 million and NMHG Retail’s capital expenditures will be approximately $1.0 million for the remainder of 2004. Planned expenditures for the remainder of 2004 include tooling related to the launch of the new 1 to 8 ton internal combustion engine lift trucks currently in development, investments in manufacturing equipment and plant improvements and lease and rental fleet additions. The principal sources of financing for these capital expenditures will be internally generated funds and bank borrowings.

Capital Structure

NMHG’s capital structure is presented below:

	June 30			December 31
	2004			2003			Change
Total net tangible assets	$	364.2		$	380.1		$	(15.9	)
Goodwill and other intangibles at cost		497.0			499.3			(2.3	)
Net assets before amortization of intangibles		861.2			879.4			(18.2	)
Accumulated goodwill and other intangibles amortization		(146.1	)		(146.4	)		0.3
Debt		(292.9	)		(307.7	)		14.8
Minority interest		(0.1	)		(0.5	)		0.4
Stockholder’s equity	$	422.1		$	424.8		$	(2.7	)
Debt to total capitalization		41	%		42	%		(1	)%

The decrease in total net tangible assets is primarily due to a $24.7 million increase in payables as a result of the timing of cash disbursements at the end of the second quarter of 2004, a decrease in cash, primarily the result of debt repayments, and a decrease in accounts receivable due to collections. The overall decrease in net tangible assets was partially offset by an increase in inventories, primarily due to the increase in unit sales volume and backlog. Debt decreased as a result of the availability of excess cash to pay down outstanding balances during the first six months of 2004.

Stockholder’s equity decreased $2.7 million in the first six months of 2004 as net income of $3.0 million was more than offset by a $5.7 million decrease in Other comprehensive income (loss) (OCI). The change in OCI was the result of a $4.4 million unfavorable adjustment to the foreign currency cumulative translation balance and a $1.3 million loss on deferred cash flow hedges.

34

RELATED PARTY TRANSACTIONS

NACCO typically charges its operating subsidiaries for services provided by its corporate headquarters. NACCO charged fees of $2.1 million and $4.1 million to NMHG during the three and six months ended June 30, 2003, respectively, which are included in selling, general and administrative expenses in the Unaudited Condensed Consolidated Statements of Income. No such fees were charged to NMHG in the first six months of 2004.

EFFECTS OF FOREIGN CURRENCY

NMHG operates internationally and enters into transactions denominated in foreign currencies. As such, the Company’s financial results are subject to the variability that arises from exchange rate movements. The Company maintains a foreign exchange hedging program designed to moderate the effects of foreign exchange fluctuations over the near term. The effects of foreign currency fluctuations on revenues, operating profit and net income are addressed in the previous discussion of operating results.

OUTLOOK

NMHG Wholesale

NMHG Wholesale expects substantially stronger lift truck markets in the second half of 2004 in the Americas and China, stronger lift truck markets in Japan and the rest of Asia-Pacific, and relatively flat lift truck markets in Europe. While second quarter backlog rose significantly compared with a year ago and is anticipated to remain strong, NMHG Wholesale anticipates that its unit shipment levels for 2004 will increase at controlled rates to accommodate the phase in of newly designed products at its manufacturing facilities in early 2005. Nevertheless, NMHG Wholesale expects to continue to increase volumes over 2003 levels in the third and fourth quarters of 2004.

Adverse currency movements and increased material costs related to steel and freight are anticipated to continue to negatively affect the remainder of 2004. Additionally, the third quarter is generally seasonally weak as a result of summer vacation plant shutdowns. However, NMHG Wholesale is hopeful that price increases as well as cost reduction efforts will help mitigate the effects of these items in the second half of 2004, particularly in the fourth quarter, and in 2005 when additional programs related to its new product development, global procurement, manufacturing restructuring and quality enhancement programs should also have an impact. Further, the Company continues to monitor material cost increases and evaluate the need and opportunity for future price increases on a regular basis. Product development and product introduction costs related to the new product development programs are expected to continue at current high levels through 2005, while costs attributable to the manufacturing restructuring program are anticipated to decline compared with 2003. In addition, results for the second half of 2004 will continue to be affected by adverse mix as production schedules for certain higher-margin trucks are limited as a result of the transition in manufacturing to accommodate new engine emission requirements and the introduction of new products in early 2005.

Longer-term, global lift truck markets are expected to return gradually to average pre-recession levels by 2007-2008. Also, NMHG Wholesale’s various long-term programs are expected to enhance profitability and generate growth as they begin to mature, particularly in the 2006-2008 period. In particular, NMHG Wholesale continues to move forward with significant new product development programs. The Company has scheduled the initial introduction of the next wave of these new products for early 2005, with expected introduction of all of these products by the end of 2008. The Company also expects to complete the Americas portion of its manufacturing reorganization program by the end of 2005 with a consequent reduction in manufacturing costs and an improvement in productivity.

NMHG Retail

NMHG Retail expects to continue programs to improve the performance of its wholly owned dealerships in 2004 as part of its objective to achieve and sustain at least break-even results while building market position.

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FORWARD-LOOKING STATEMENTS

The statements contained in this Form 10-Q that are not historical facts are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are made subject to certain risks and uncertainties, which could cause actual results to differ materially from those presented in these forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that arise after the date hereof. Such risks and uncertainties with respect to the Company’s operations include, without limitation:

(1) changes in demand for lift trucks and related aftermarket parts and service on a worldwide basis, especially in the U.S. where the Company derives a majority of its sales, (2) changes in sales prices, (3) delays in delivery or changes in costs of raw materials or sourced products and labor, (4) customer acceptance of, changes in the prices of, or delays in the development of new products, (5) delays in manufacturing and delivery schedules, (6) exchange rate fluctuations, changes in foreign import tariffs and monetary policies and other changes in the regulatory climate in the foreign countries in which NMHG operates and/or sells products, (7) product liability or other litigation, warranty claims or returns of products, (8) delays in or increased costs of restructuring programs, (9) the effectiveness of the cost reduction programs implemented globally, including the successful implementation of procurement initiatives, (10) acquisitions and/or dispositions of dealerships by NMHG, (11) changes mandated by federal and state regulation including health, safety or environmental legislation and (12) the uncertain impact on the economy or the public’s confidence in general from terrorist activities and the impact of the situation in Iraq.

36

Item 4. Controls and Procedures

Disclosure controls and procedures: An evaluation was carried out under the supervision and with the participation of the Company’s management, including the Principal Executive Officer and the Principal Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this report. Based on that evaluation, these officers have concluded that the Company’s disclosure controls and procedures are effective.

Changes in internal control over financial reporting: During the second quarter of 2004, there have been no significant changes in the Company’s internal control over financial reporting or in other factors that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

37

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

             None

Item 5. Other Information

             None

Item 6. Exhibits and Reports on Form 8-K

(a)	Exhibits.
	See Exhibit Index on page 40 of this quarterly report on Form 10-Q.
(b)	Reports on Form 8-K.
	None.

38

Signature

      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 thereunto duly authorized.

	NMHG Holding Co.
	(Registrant)
Date August 6, 2004	/s/ Michael K. Smith
	Michael K. Smith
	Vice President Finance & Information Systems,
	and Chief Financial Officer
	(Authorized Officer and Principal
	Financial and Accounting Officer)

39

Exhibit Index

Exhibit
Number*		Description of Exhibits
	10.37	Fourth Amendment, dated as of June 30, 2004, to the Credit Agreement dated as of May 9, 2002, among NMHG Holding Co., NACCO Materials Handling Group, Inc., NACCO Materials Handling Limited, NACCO Materials Handling B.V., the financial institutions from time to time a party thereto as Lenders, the financial institutions from time to time a party thereto as Issuing Bank, Citicorp North America, Inc., as administrative agent for the Lenders and the Issuing Bank thereunder and Citigroup Global Markets Inc. and Credit Suisse First Boston (“CSFB”) as joint arrangers and joint bookrunners and CSFB as syndication agent
	31.1	Certification of Reginald R. Eklund pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act
	31.2	Certification of Michael K. Smith pursuant to Rule 13a-14(a)/15d-14(a) of the Exchange Act
	32	Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, signed and dated by Reginald R. Eklund and Michael K. Smith

*Numbered in accordance with Item 601 of Regulation S-K.

40

EX-10.37

                                                                   Exhibit 10.37

                                FOURTH AMENDMENT

                                       TO

                                CREDIT AGREEMENT

            THIS FOURTH AMENDMENT TO CREDIT AGREEMENT (this "Fourth Amendment")
dated as of June 30, 2004, relates to that certain Credit Agreement dated as of
May 9, 2002 (as amended, supplemented or otherwise modified from time to time,
the "Credit Agreement"), among NMHG Holding Co., a Delaware corporation ("NMHG
Holding"), NACCO Materials Handling Group, Inc., a Delaware corporation,
individually and as successor by merger to NMHG Distribution Co., a Delaware
corporation ("NMHG"), NACCO Materials Handling Limited (company number
02636775), incorporated under the laws of England and Wales (the "UK Borrower"),
NACCO Materials Handling B.V., a private company with limited liability
incorporated under the laws of the Netherlands having its corporate seat in
Nijmegen (together with NMHG Holding, NMHG and the UK Borrower, the
"Borrowers"), the financial institutions from time to time a party thereto as
Lenders, whether by execution of the Credit Agreement or an Assignment and
Acceptance (as defined therein), the financial institutions from time to time
party thereto as Issuing Bank, whether by execution of the Credit Agreement or
an Assignment and Acceptance or otherwise, Citicorp North America, Inc., a
Delaware corporation, in its capacity as administrative agent for the Lenders
and the Issuing Bank thereunder (with its successors and permitted assigns in
such capacity, the "Administrative Agent"), Citigroup Global Markets Inc. (as
successor in interest to Salomon Smith Barney Inc.) and Credit Suisse First
Boston ("CSFB") as joint arrangers and joint bookrunners, and CSFB as
syndication agent.

            1.    DEFINITIONS. Capitalized terms defined in the Credit Agreement
and not otherwise defined or redefined herein have the meanings assigned to them
in the Credit Agreement.

            2.    FOURTH AMENDMENT EFFECTIVE DATE AMENDMENTS TO CREDIT
AGREEMENT. Upon the "Fourth Amendment Effective Date" (as defined in Section 6
below), the Credit Agreement is hereby amended as follows:

                  2.1   AMENDMENTS TO SECTION 1.01. Section 1.01 of the Credit
      Agreement is hereby amended as follows:

                        (a)   by amending the definition of "Adjusted EBITDA" to
            delete in its entirety the reference therein to "$10,000,000" and to
            substitute "$25,000,000" in lieu thereof;

                        (b)   by adding the following definition of "Anti-Money
            Laundering Laws" in proper alphabetical order:

                        "Anti-Money Laundering Laws" means the BSA and all
                  applicable Requirements of Law and government guidance on BSA
                  compliance and on the prevention and detection of money
                  laundering violations under 18

                                                          NACCO Fourth Amendment



                  U.S.C. Sections 1956 and 1957.

                        (c)   by adding the following definition of
            "Anti-Terrorism Laws" in proper alphabetical order:

                        "Anti-Terrorism Laws" means the OFAC Laws and
                  Regulations, the Executive Orders and the USA Patriot Act.

                        (d)   by amending the definitions of "Applicable Fixed
            Rate Margin", "Applicable Floating Rate Margin", "Applicable Letter
            of Credit Fee Rate", "Applicable Overdraft Rate Margin", and
            "Applicable Unused Commitment Fee Rate" to delete in their entirety
            the references therein to "set forth above" and to substitute "set
            forth on Exhibit A" in lieu thereof;

                        (e)   by amending the definition of "Availability
            Reserves" to delete in its entirety the text of clause (d) thereof
            and to substitute "[intentionally omitted]" in lieu thereof;

                        (f)   by adding the following definition of "BSA" in
            proper alphabetical order:

                        "BSA" means the Bank Secrecy Act, 31 U.S.C. Sections
                  5311 et seq.

                        (g)   by amending and restating the definition of
            "Capital Expenditures" in its entirety to read as follows:

                        "Capital Expenditures" means, for any period, the
                  aggregate of all expenditures (whether payable in cash or
                  other Property or accrued as a liability (but without
                  duplication)) during such period that, in conformity with
                  GAAP, are required to be classified as capital expenditures
                  but excluding (a) interest capitalized relating to and during
                  construction of Property, (b) expenditures made in connection
                  with the replacement or restoration of Property to the extent
                  reimbursed or financed from insurance or condemnation proceeds
                  not constituting net cash proceeds of sale of such Property,
                  (c) expenditures made with the proceeds from the sales of
                  similar Property to the extent such sales and reinvestments
                  are otherwise permitted under this Agreement, and (d)
                  expenditures in an amount not to exceed $22,000,000 in such
                  period made in connection with the Global Design and Product
                  Development Program.

                        (h)   by adding the following definition of "CIP
            Regulations" in proper alphabetical order:

                        "CIP Regulations" is defined in Section 12.10.

                                                          NACCO Fourth Amendment

                                       2


                        (i)   by amending and restating the definition of
            "Commitments" in its entirety to read as follows:

                        "Commitments" means, collectively, the Domestic
                  Commitments and the Multicurrency Commitments (it being
                  understood and agreed that the maximum aggregate principal
                  amount of the Commitments shall not exceed $135,000,000, as
                  reduced from time to time pursuant to the terms hereof).

                        (j)   by adding the following definition of "Designated
            Person" in proper alphabetical order:

                        "Designated Person" is defined in Section 6.01(ff).

                        (k)   by amending and restating the definition of
            "Domestic Borrowers" in its entirety to read as follows:

                        "Domestic Borrowers" means, collectively, NMHG Holding
                  and NMHG.

                        (l)   by amending and restating the definition of
            "Domestic Commitment" in its entirety to read as follows:

                        "Domestic Commitment" means the commitment of each
                  Domestic Lender to make Domestic Loans (including Domestic
                  Loans required to be made pursuant to Section 2.01(g) and
                  2.02(e)(ii) to the Domestic Borrowers), to participate in
                  Letters of Credit Issued for the account of the Domestic
                  Borrowers, and to participate in Multicurrency Loans and fund
                  such participations, in each case pursuant to Section 2.03, in
                  an aggregate principal amount (after giving effect to all
                  participations purchased by and from such Domestic Lender)
                  outstanding not to exceed the amount on the Fourth Amendment
                  Effective Date set forth opposite such Domestic Lender's name
                  on Schedule 1.01.1 under the caption "Domestic Commitment", as
                  such amount may be reduced or modified pursuant to this
                  Agreement; provided, however, at no time shall the aggregate
                  Domestic Commitments of all Domestic Lenders exceed
                  $105,000,000 less any permanent reduction made pursuant to
                  Section 3.01; provided, further, as of the Fourth Amendment
                  Effective Date the aggregate Domestic Commitments of all
                  Domestic Lenders shall equal $90,000,000; provided, further,
                  at no time shall the aggregate Domestic Commitments and the
                  aggregate Multicurrency Commitments exceed $135,000,000.

                        (m)   by adding the following definition of "Excess
            Borrowing Base Capacity" in proper alphabetical order:

                                                          NACCO Fourth Amendment

                                       3


                        "Excess Borrowing Base Capacity" means, with respect to
                  the Credit Facilities at any particular time, an amount equal
                  to (a) the sum of the Domestic Borrowing Base and the
                  Multicurrency Borrowing Base at such time, minus (b) the
                  aggregate amount of any Availability Reserves applicable to
                  the Credit Facilities in effect at such time, minus (c) the
                  aggregate amount of the Excess Currency Agreement Exposure or,
                  at any time when an Event of Default has occurred and is
                  continuing, the Currency Agreement Exposure, in each case, of
                  all Borrowers at such time, minus (d) the aggregate amount of
                  the Interest Rate Contract Exposure of all Borrowers at such
                  time, minus (e) the aggregate Credit Facility Outstandings at
                  such time.

                        (n)   by adding the following definition of "Excess
            Currency Agreement Exposure" in proper alphabetical order:

                        "Excess Currency Agreement Exposure" means, at any
                  particular time, an amount equal to the excess, if any, of (a)
                  the aggregate Currency Agreement Exposure at such time for all
                  Borrowers, over (b) $5,000,000. Excess Currency Agreement
                  Exposure shall be allocated to the Domestic Borrowers and the
                  Multicurrency Borrowers ratably in accordance with their
                  respective shares of the aggregate Currency Agreement Exposure
                  at such time.

                        (o)   by adding the following definition of "Executive
            Orders" in proper alphabetical order:

                        "Executive Orders" is defined in Section 6.01(ff).

                        (p)   by amending and restating the definition of
            "Financial Institution" in its entirety to read as follows:

                        "Financial Institution" means (a) any Financing
                  Affiliate, (b) any financial institution listed on Schedule
                  1.01.9, (c) solely with respect to Lease Finance Transactions
                  to which the Australian Subsidiaries are a party, any
                  financial institution and (d) in all other cases, any
                  financial institution from time to time approved by the
                  Administrative Agent.

                        (q)   by amending and restating the definition of
            "Financing Agreement" in its entirety to read as follows:

                        "Financing Agreement" means (a) the International
                  Operating Agreement, dated April 15, 1998, between NMHG and
                  General Electric Capital Corporation, (b) the Restated and
                  Amended Joint Venture and Shareholders Agreement, dated April
                  15, 1998, between NMHG and General Electric Capital
                  Corporation and (c) any agreement or program entered into with
                  a Financial Institution on substantially the same terms as

                                                          NACCO Fourth Amendment

                                       4


                  the International Operating Agreement referred to in clause
                  (a) above or otherwise as consented to by the Administrative
                  Agent, such consent not to be unreasonably withheld, as any of
                  the same may be (x) renewed, amended or restated from time to
                  time on substantially the same terms or otherwise as consented
                  to by the Administrative Agent, such consent not to be
                  unreasonably withheld or (y) replaced from time to time as
                  consented to by the Administrative Agent, such consent not to
                  be unreasonably withheld.

                        (r)   by adding the following definition of "Fourth
            Amendment Effective Date" in proper alphabetical order:

                        "Fourth Amendment Effective Date" is defined in the
                  Fourth Amendment to Credit Agreement dated as of June 30, 2004
                  among the Borrowers, the Lenders, the Issuing Bank and the
                  Administrative Agent.

                        (s)   by adding the following definition of "Original
            Fee Letter" in proper alphabetical order:

                        "Fourth Amendment Fee Letter" means the proposal and fee
                  letter dated as of June 3, 2004, from CNAI and accepted by the
                  Borrowers.

                        (t)   by adding the following definition of "Fourth
            Amendment Schedule Delivery Date" in proper alphabetical order:

                        "Fourth Amendment Schedule Delivery Date" is defined in
                  the Section 8.14.

                        (u)   by adding the following definition of "Global
            Design and Product Development Program" in proper alphabetical
            order:

                        "Global Design and Product Development Program" means
                  the proposed program of the Borrowers and Borrower
                  Subsidiaries involving the design, development and launch of a
                  new range of internal combustion powered fork lift trucks and
                  the restructuring of fabrication, manufacturing and assembly
                  operations of the Borrowers and Borrower Subsidiaries to
                  accommodate the production of such new fork lift trucks.

                        (v)   by amending and restating the definition of
            "Letter Agreement" in its entirety to read as follows:

                        "Letter Agreement" means, collectively, the Original Fee
                  Letter and the Fourth Amendment Fee Letter.

                                                          NACCO Fourth Amendment

                                       5


                        (w)   by amending and restating the definition of
            "Leverage Ratio" in its entirety to read as follows:

                        "Leverage Ratio" means, as of the last day of each
                  fiscal quarter ending on or after the Fourth Amendment
                  Effective Date, the ratio of (a) an amount equal to (i)
                  Financial Covenant Debt at such date, minus (ii) Unrestricted
                  Cash On Hand at such date to (b) Adjusted EBITDA for the
                  four-fiscal-quarter period then ending.

                        (x)   by adding the following definition of "Lists" in
            proper alphabetical order:

                        "Lists" is defined in Section 6.01(ff).

                        (y)   by amending the definition of "Maximum Credit
            Amount" to delete in their entirety the references to "the Currency
            Agreement Exposure" in clauses (i)(C) and (ii)(C) thereof and to
            substitute "the Excess Currency Agreement Exposure or, at any time
            when an Event of Default has occurred and is continuing, the
            Currency Agreement Exposure, in each case" in lieu thereof.

                        (z)   by adding the following definition of "Monthly
            Borrowing Base Delivery Date" in proper alphabetical order:

                        "Monthly Borrowing Base Delivery Date" is defined
                  in Section 7.05(a).

                        (aa)  by amending and restating the definition of
            "Multicurrency Commitment" in its entirety to read as follows:

                        "Multicurrency Commitment" means, as to each
                  Multicurrency Lender, the commitment to make Multicurrency
                  Loans (including Multicurrency Loans required to be made
                  pursuant to Section 2.01(h) and 2.02(e)(ii) to the
                  Multicurrency Borrowers), to participate in Letters of Credit
                  Issued for the account of the Multicurrency Borrowers, and to
                  participate in Domestic Loans and fund such participations, in
                  each case pursuant to Section 2.03, in an aggregate principal
                  amount (after giving effect to all participations purchased by
                  and from such Multicurrency Lender) outstanding not to exceed
                  the amount on the Fourth Amendment Effective Date set forth
                  opposite such Multicurrency Lender's name on Schedule 1.01.1
                  under the caption "Multicurrency Commitment," as such amount
                  may be reduced or modified pursuant to this Agreement;
                  provided, however, at no time shall the aggregate
                  Multicurrency Commitments of all Multicurrency Lenders exceed
                  $70,000,000 less any permanent reduction made pursuant to
                  Section 3.01; provided, further, as of the Fourth Amendment
                  Effective Date the aggregate

                                                          NACCO Fourth Amendment

                                       6


                  Multicurrency Commitments shall equal $45,000,000; provided,
                  further, at no time shall the aggregate Multicurrency
                  Commitments and the aggregate Domestic Commitments exceed
                  $135,000,000.

                        (bb)  by amending the definition of "Net Cash Proceeds
            of Issuance of Equity Securities or Indebtedness" to add the
            following proviso immediately preceding the period (".") at the end
            of such definition:

                  ; provided, however, that Net Cash Proceeds of Issuance of
                  Equity Securities or Indebtedness shall not include net
                  proceeds of up to $25,000,000 in any four fiscal quarter
                  period resulting from (x) the issuance by NMHG Holding of
                  equity Securities to the Parent or (y) capital contributions
                  made by the Parent (directly or indirectly) to NMHG Holding or
                  any of the other Borrowers.

                        (cc)  by adding the following definition of "OFAC" in
            proper alphabetical order:

                        "OFAC" is defined in Section 6.01(ff).

                        (dd)  by adding the following definition of "OFAC Laws
            and Regulations" in proper alphabetical order:

                        "OFAC Laws and Regulations" is defined in Section
                  6.01(ff).

                        (ee)  by adding the following definition of "Original
            Fee Letter" in proper alphabetical order:

                        "Original Fee Letter" means the fee letter dated as of
                  April 3, 2002, from CNAI, SSB and CSFB and accepted by the
                  Domestic Borrowers.

                        (ff)  by adding the following definition of "Parent
            Subordinated Indebtedness" in proper alphabetical order:

                        "Parent Subordinated Indebtedness" means unsecured
                  Indebtedness owing by any Borrower or Borrower Subsidiary to
                  the Parent and unsecured guaranties thereof by any other
                  Borrower or Borrower Subsidiary; provided that any such
                  Indebtedness or guaranty issued by a Credit Party shall be
                  subordinated in right of payment to the Obligations and
                  otherwise on terms and conditions satisfactory to the
                  Administrative Agent; provided, further, that, in the event
                  that any Borrower Subsidiary which is not a Credit Party
                  guaranties or becomes jointly and severally liable for any
                  Parent Subordinated Indebtedness issued by any Credit Party,
                  such Borrower Subsidiary, as a condition of issuing such
                  guaranty or becoming jointly and severally liable for such
                  Indebtedness, shall become a Guarantor with respect to (i) if
                  such Credit Party is a Domestic

                                                          NACCO Fourth Amendment

                                       7


                  Credit Party, all Obligations guaranteed by the Domestic
                  Guarantors, (ii) if such Credit Party is a Multicurrency
                  Borrower, all Obligations of such Multicurrency Borrower or
                  (iii) if such Credit Party is a Foreign Guarantor, all
                  Obligations guaranteed by such Foreign Guarantor.

                        (gg)  by adding the following definition of "Required
            Evidence of Insurance" in proper alphabetical order:

                        "Required Evidence of Insurance" is defined in Section
                  8.05.

                        (hh)  by amending the definition of "Restricted Payment"
            to insert "including, without limitation, Parent Subordinated
            Indebtedness," immediately following the reference to "Obligations,"
            in clause (d) thereof.

                        (ii)  by amending the definition of "Semi-Monthly
            Borrowing Base Delivery Date" to delete in its entirety the
            reference therein to "Section 7.05(a)" and to substitute "Section
            7.05(b)" in lieu thereof.

                        (jj)  by amending the definition of "Termination Date"
            to delete in its entirety the reference therein to "the third
            anniversary of the Closing Date" and to substitute "May 9, 2007" in
            lieu thereof.

                        (kk)  by adding the following definition of
            "Unrestricted Cash On Hand" in proper alphabetical order:

                        "Unrestricted Cash On Hand" means, as of any date of
                  determination, an amount equal to (a) the amount of
                  immediately available cash and Cash Equivalents on deposit in
                  Bank Accounts reported on the most recently delivered monthly
                  Financial Statement, minus (b) all such cash and Cash
                  Equivalents which is the subject of any Lien or right of
                  setoff, whether directly, as proceeds of other property
                  subject to a Lien or right of setoff, or otherwise (other than
                  a Lien in favor of the Administrative Agent or a right of
                  setoff with respect to Bank Accounts with respect to which the
                  Administrative Agent has control (as defined in the Uniform
                  Commercial Code)), minus (c) all such cash or Cash Equivalents
                  which is held in any deposit or securities account which is
                  subject to any Lien in favor of any Person other than the
                  Administrative Agent.

                        (ll)  by adding the following definition of "USA Patriot
            Act" in proper alphabetical order:

                        "USA Patriot Act" means the Uniting and Strengthening
                  America by Providing Appropriate Tools Required to Intercept
                  and Obstruct Terrorism Act of 2001, Pub. L. No. 107-56, 115
                  Stat. 272 (2001), as amended.

                                                          NACCO Fourth Amendment

                                       8


                        (mm)  by amending the definition of "Weekly Borrowing
            Base Delivery Date" to delete in its entirety the reference therein
            to "Section 7.05(b)" and to substitute "Section 7.05(c)" in lieu
            thereof.

                  2.2   AMENDMENTS TO ARTICLE VI. Article VI of the Credit
      Agreement is hereby amended as follows:

                        (a)   Sections 6.01(f) and 6.01(aa) of the Credit
            Agreement are hereby amended to delete in their entirety each
            reference therein to "as of the Closing Date" and to substitute "as
            of the Fourth Amendment Effective Date" in lieu thereof; and

                        (b)   The following Sections 6.01(ff) and 6.01(gg) are
            added at the end thereof:

                              (ff)  Anti-Terrorism Laws and Anti-Money
                  Laundering Laws. None of the Borrowers and Borrower
                  Subsidiaries are, and after making due inquiry no Person who
                  owns a controlling interest in or otherwise controls any
                  Borrower or Borrower Subsidiary is or shall be, (i) listed on
                  the Specially Designated Nationals and Blocked Persons List
                  maintained by the Office of Foreign Assets Control ("OFAC"),
                  Department of the Treasury, and/or on any other similar list
                  (collectively, the "Lists") maintained by the OFAC pursuant to
                  any authorizing statute, Executive Order or regulation
                  (collectively, "OFAC Laws and Regulations"); or (ii) a Person
                  (a "Designated Person") either (A) included within the term
                  "designated national" as defined in the Cuban Assets Control
                  Regulations, 31 C.F.R. Part 515, or (B) designated under
                  Sections 1(a), 1(b), 1(c) or 1(d) of Executive Order No.
                  13224, 66 Fed. Reg. 49079 (published September 25, 2001) or
                  similarly designated under any related enabling legislation or
                  any other similar Executive Orders (collectively, the
                  "Executive Orders"). None of the Borrowers and Borrower
                  Subsidiaries (x) is a Person or entity with which any Lender
                  is prohibited from dealing or otherwise engaging in any
                  transaction by any Anti-Terrorism Law or (y) is a Person or
                  entity that commits, threatens or conspires to commit or
                  supports "terrorism" as defined in the Executive Orders or (z)
                  is affiliated or associated with a Person or entity listed in
                  the preceding clause (x) or clause (y). To the Knowledge of
                  the Borrowers, no Borrower, Borrower Subsidiary, any of their
                  Affiliates, nor any brokers or other agents acting in any
                  capacity in connection with the Loans hereunder (I) deals in,
                  or otherwise engages in any transaction relating to, any
                  property or interests in property blocked pursuant to the
                  Executive Orders or (II) engages in or conspires to engage in
                  any transaction that evades or avoids, or has the purpose of
                  evading or avoiding, or attempts to violate, any of the
                  prohibitions set forth in any Anti-Terrorism Law.

                                                          NACCO Fourth Amendment

                                       9


                              (gg)  No Violation of Anti-Money Laundering Laws.
                  To each Borrower's Knowledge no Borrower, Borrower Subsidiary
                  nor any holder of a direct or indirect interest in any
                  Borrower or Borrower Subsidiary (i) is under investigation by
                  any governmental authority for, or has been charged with, or
                  convicted of, money laundering under 18 U.S.C. Sections 1956
                  and 1957, drug trafficking, terrorist-related activities or
                  other money laundering predicate crimes, or any violation of
                  the BSA, (ii) has been assessed civil penalties under any
                  Anti-Money Laundering Laws, or (iii) has had any of its funds
                  seized or forfeited in an action under any Anti-Money
                  Laundering Laws.

                  2.3   AMENDMENT TO SECTION 7.04. Section 7.04 of the Credit
      Agreement is hereby amended and restated in its entirety to read as
      follows:

                        7.04. Insurance. The Borrowers shall deliver to the
            Administrative Agent as soon as practicable and in any event (a) no
            later than April 1 in each calendar year, a report in the form of
            Schedule 6.01-W or otherwise in form and substance reasonably
            satisfactory to the Administrative Agent outlining all material
            insurance coverage (including any self insurance provided by any
            Borrower, Parent or Borrower Subsidiary but excluding health,
            medical, dental and life insurance (other than key man life
            insurance)) maintained as of the date of such report by any Person
            on their behalf or on behalf of any Borrower Subsidiary and the
            duration of such coverage, (b) no later than 60 days after the
            Fourth Amendment Effective Date with respect to each policy in
            effect on the Fourth Amendment Effective Date for which Required
            Evidence of Insurance is required under Section 8.05, the Required
            Evidence of Insurance, (c) no later than 10 Business Days after the
            renewal date of each policy (or the effective date of any policy not
            in effect on the Fourth Amendment Effective Date) for which Required
            Evidence of Insurance is required under Section 8.05, evidence
            satisfactory to the Administrative Agent that such policies are in
            effect and showing the insurable interests of the Administrative
            Agent required by Section 8.05 and (d) no later than 60 days after
            the renewal date of each policy for which Required Evidence of
            Insurance is required under Section 8.05, the Required Evidence of
            Insurance for such policy. The Borrowers shall notify the
            Administrative Agent of, and shall give the Administrative Agent and
            its representatives access to copies of, any new, updated, renewed
            or otherwise modified material insurance policies (excluding health,
            medical, dental and life insurance (other than key man life
            insurance)). The Borrowers shall promptly notify the Administrative
            Agent of the nonpayment of any premiums of any policy, cancellation
            of any policy or alterations of any policy that are adverse to the
            interests of the Holders, in each case, with respect to policies of
            insurance for which Required Evidence of Insurance is required
            hereunder.

                                                          NACCO Fourth Amendment

                                       10


                  2.4   AMENDMENT TO SECTION 7.05. Section 7.05 of the Credit
      Agreement is hereby amended and restated in its entirety to read as
      follows:

                        7.05. Borrowing Base Certificates.

                        (a)   Monthly Delivery. At all times that (x) Excess
            Borrowing Base Capacity is greater than an amount equal to forty
            percent (40%) of the Commitments then in effect (as determined by
            the Administrative Agent based on the then most recent set of
            Borrowing Base Certificates delivered by the Borrowers or, during
            the period from June 30 to October 31 in any Fiscal Year, based on
            the better of the two most recent sets of Borrowing Base
            Certificates delivered by the Borrowers) and (y) addenda to
            Schedules 7.05-A and 7.05-B for the then current calendar year are
            in effect pursuant to this Section 7.05(a), on each Business Day set
            forth on Schedule 7.05-A with respect to the Domestic Borrowers and
            Schedule 7.05-B with respect to the Multicurrency Borrowers (each, a
            "Monthly Borrowing Base Delivery Date"), the Domestic Borrowers and
            the Multicurrency Borrowers shall each provide the Administrative
            Agent with a Borrowing Base Certificate (which the Administrative
            Agent shall promptly deliver to each Domestic Lender and each
            Multicurrency Lender, respectively), reporting Eligible Receivables
            and Eligible Inventory as of the Business Day set forth on Schedule
            7.05-A or Schedule 7.05-B, as applicable, for such Collateral and
            corresponding to the applicable Monthly Borrowing Base Delivery
            Date, or, in each case, as of any other date requested by the
            Administrative Agent in its sole discretion, together with such
            supporting documents as the Administrative Agent requests, all with
            respect to the Domestic Facility certified as being true, accurate
            and complete by a Financial Officer of the Domestic Borrowers, and
            all with respect to the Multicurrency Facility certified as being
            true, accurate and complete by a Financial Officer of the
            Multicurrency Borrowers. Not later than December 10 (or if such day
            is not a Business Day, on the next succeeding Business Day) in each
            calendar year commencing with 2004, the Borrowers shall deliver to
            the Administrative Agent an addendum to each of Schedule 7.05-A and
            Schedule 7.05-B showing the Monthly Borrowing Base Delivery Dates
            and reporting dates as to Eligible Receivables and Eligible
            Inventory for the immediately following calendar year which addenda
            shall become effective for such following calendar year upon the
            Administrative Agent's approval thereof. Upon approval of any such
            addenda the Administrative Agent shall promptly deliver such addenda
            to each Lender.

                        (b)   Semi-Monthly Delivery. At all times that (x)
            Excess Borrowing Base Capacity is greater than or equal to an amount
            equal to twenty percent (20%) of the Commitments then in effect (as
            determined by the Administrative Agent based on the then most recent
            set of Borrowing Base Certificates delivered by the Borrowers or,
            during the period from June 30 to October 31 in any Fiscal Year,
            based on the better of the two most recent sets of Borrowing Base
            Certificates delivered by the Borrowers), (y) addenda to Schedules
            7.05-C and 7.05-D for the then current calendar year are in effect

                                                          NACCO Fourth Amendment

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            pursuant to this Section 7.05(b) and (z) the conditions for monthly
            reporting in Section 7.05(a) are not satisfied at such time, on each
            Business Day set forth on Schedule 7.05-C with respect to the
            Domestic Borrowers and Schedule 7.05-D with respect to the
            Multicurrency Borrowers (each, a "Semi-Monthly Borrowing Base
            Delivery Date"), the Domestic Borrowers and the Multicurrency
            Borrowers shall each provide the Administrative Agent with a
            Borrowing Base Certificate (which the Administrative Agent shall
            promptly deliver to each Domestic Lender and each Multicurrency
            Lender, respectively), reporting Eligible Receivables and Eligible
            Inventory as of the Business Day set forth on Schedule 7.05-C or
            Schedule 7.05-D, as applicable, for such Collateral and
            corresponding to the applicable Semi-Monthly Borrowing Base Delivery
            Date, or, in each case, as of any other date requested by the
            Administrative Agent in its sole discretion, together with such
            supporting documents as the Administrative Agent requests, all with
            respect to the Domestic Facility certified as being true, accurate
            and complete by a Financial Officer of the Domestic Borrowers, and
            all with respect to the Multicurrency Facility certified as being
            true, accurate and complete by a Financial Officer of the
            Multicurrency Borrowers. Not later than December 10 (or if such day
            is not a Business Day, on the next succeeding Business Day) in each
            calendar year commencing with 2004, the Borrowers shall deliver to
            the Administrative Agent an addendum to each of Schedule 7.05-C and
            Schedule 7.05-D showing the Semi-Monthly Borrowing Base Delivery
            Dates and reporting dates as to Eligible Receivables and Eligible
            Inventory for the immediately following calendar year which addenda
            shall become effective for such following calendar year upon the
            Administrative Agent's approval thereof. Upon approval of any such
            addenda the Administrative Agent shall promptly deliver such addenda
            to each Lender.

                        (c)   Weekly Delivery. At all times that (x) Excess
            Borrowing Base Capacity is less than an amount equal to twenty
            percent (20%) of the Commitments then in effect (as determined by
            the Administrative Agent based on the then most recent set of
            Borrowing Base Certificates delivered by the Borrowers or, during
            the period from June 30 to October 31 in any Fiscal Year, based on
            the better of the two most recent sets of Borrowing Base
            Certificates delivered by the Borrowers) or (y) the conditions for
            monthly and semi-monthly reporting in Sections 7.05(a) and 7.05(b),
            respectively, are not satisfied at such time, on each Wednesday (or
            if such day is not a Business Day, on the next succeeding Business
            Day) or more frequently if requested by the Administrative Agent in
            its sole discretion (each, a "Weekly Borrowing Base Delivery Date"),
            the Domestic Borrowers and the Multicurrency Borrowers shall each
            provide the Administrative Agent with a Borrowing Base Certificate
            (which the Administrative Agent shall promptly deliver to each
            Domestic Lender and each Multicurrency Lender, respectively)
            reporting (i) Eligible Receivables as of the last Business Day of
            the immediately preceding calendar week and (ii) Eligible Inventory
            as of (A) the last Business Day of the second preceding calendar
            month on any Weekly Borrowing Base Delivery Date on or prior to the
            fifteenth day of the calendar month and (B) as of the last Business
            Day of the immediately

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            preceding calendar month on any Weekly Borrowing Base Delivery Date
            after the fifteenth day of the calendar month, or, in any case of
            clauses (i) or (ii) above, as of any other date requested by the
            Administrative Agent in its sole discretion, together with such
            supporting documents as the Administrative Agent requests, all with
            respect to the Domestic Facility certified as being true, accurate
            and complete by a Financial Officer of the Domestic Borrowers, and
            all with respect to the Multicurrency Facility certified as being
            true, accurate and complete by a Financial Officer of the
            Multicurrency Borrowers.

                  2.5   ADDITION OF NEW SECTION 7.15. The following is added as
      Section 7.15 of the Credit Agreement:

                        7.15. Anti-Terrorism and Anti-Money Laundering Law
            Notices. Each Borrower shall immediately notify the Administrative
            Agent if such Person obtains Knowledge that any holder of a direct
            or indirect interest in any Borrower or Borrower Subsidiary, or any
            director, manager or officer of any of such holder, (a) has been
            listed on any of the Lists, (b) has become a Designated Person, (c)
            is under investigation by any governmental authority for, or has
            been charged with or convicted of, money laundering drug
            trafficking, terrorist-related activities or other money laundering
            predicate crimes, or any violation of the BSA, (d) has been assessed
            civil penalties under any Anti-Money Laundering Laws, or (e) has had
            funds seized or forfeited in an action under any Anti-Money
            Laundering Laws.

                  2.6   AMENDMENT TO SECTION 8.05. Section 8.05 of the Credit
      Agreement is hereby amended and restated in its entirety to read as
      follows:

                        8.05. Insurance. Each Borrower shall maintain for itself
            and its Subsidiaries, or shall cause each of its Subsidiaries to
            maintain in full force and effect the insurance policies and
            programs listed on Schedule 6.01-W or substantially similar policies
            and programs or other policies and programs as are acceptable to the
            Administrative Agent; provided, that at any time but no more than
            once in any Fiscal Year unless an Event of Default has occurred and
            is continuing, the Administrative Agent may engage (at the
            Borrowers' expense) a third-party insurance consultant to examine,
            review and appraise the insurance policies and programs maintained
            by the Borrowers and their Subsidiaries, and to the extent deemed
            reasonably necessary by the Administrative Agent (taking into
            account, among other things, the cost of such additional coverage
            and the risks insured against by such additional coverage), require
            the Borrowers to modify the insurance policies and programs
            currently in place or, in the event that any insurer is rated less
            than A-, VII by A.M. Best (or an equivalent rating by another
            insurance rating company reasonably satisfactory to the
            Administrative Agent), replace the insurance policies and programs
            provided by such insurer. Each policy relating to (a) the Collateral
            and/or business interruption coverage for any Credit Party shall be
            properly endorsed to the Administrative Agent, in form and substance
            acceptable to the Administrative Agent, showing loss payable to the

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            Administrative Agent, for the benefit of the Holders and (b)
            coverage for any Credit Party other than the foregoing, unless
            otherwise permitted by the Administrative Agent, shall contain an
            endorsement naming the Administrative Agent as an additional insured
            under such policy, in each case in form and substance acceptable to
            the Administrative Agent (collectively, the "Required Evidence of
            Insurance") and delivered to the Administrative Agent in accordance
            with Section 7.04. Such Required Evidence of Insurance furnished to
            the Administrative Agent shall provide, unless otherwise permitted
            by the Administrative Agent in its sole discretion, that the
            insurance companies will give the Administrative Agent at least ten
            (10) days' prior written notice of any cancellation due to
            nonpayment of premiums thereunder and at least thirty (30) days'
            prior written notice before any such policy or policies of insurance
            shall be altered adversely to the interests of the Holders or
            otherwise cancelled and that no act, whether willful or negligent,
            or default of any Borrower, Borrower Subsidiary or other Person
            shall affect the right of the Administrative Agent to recover under
            such policy or policies of insurance in case of loss or damage. In
            the event any Borrower or Borrower Subsidiary, at any time or times
            hereafter shall fail to obtain or maintain any of the policies or
            insurance required herein or to pay any premium in whole or in part
            relating thereto, then the Administrative Agent, without waiving or
            releasing any obligations or resulting Event of Default hereunder,
            may at any time or times thereafter (but shall be under no
            obligation to do so) obtain and maintain such policies of insurance
            and pay such premiums and take any other action with respect thereto
            which the Administrative Agent deems advisable. All sums so
            disbursed by the Administrative Agent shall constitute Protective
            Advances hereunder and be part of the Obligations, payable as
            provided in this Agreement.

                  2.7   AMENDMENT TO SECTION 8.06(a). Section 8.06(a) of the
      Credit Agreement is hereby amended to add the following proviso
      immediately before the period (".") at the end of the last sentence
      thereof:

            "provided, however, that Collateral field examinations at the
            Borrowers' expense may be conducted no more frequently than (i)
            quarterly, if Excess Borrowing Base Capacity is less than an amount
            equal to twenty percent (20%) of the Commitments then in effect (as
            determined by the Administrative Agent based on the then most recent
            set of Borrowing Base Certificates delivered by the Borrowers or,
            during the period from June 30 to October 31 in any Fiscal Year,
            based on the better of the two most recent sets of Borrowing Base
            Certificates delivered by the Borrowers); (ii) semi-annually, if
            Excess Borrowing Base Capacity is greater than or equal to an amount
            equal to twenty percent (20%), but less than or equal to forty
            percent (40%), of the Commitments then in effect (as determined by
            the Administrative Agent based on the then most recent set of
            Borrowing Base Certificates delivered by the Borrowers or, during
            the period from June 30 to October 31 in any Fiscal Year, based on
            the better of the two most recent sets of Borrowing Base
            Certificates delivered by the Borrowers); (iii) annually, if Excess
            Borrowing Base Capacity is greater than an amount equal to

                                                          NACCO Fourth Amendment

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            forty percent (40%) of the Commitments then in effect (as determined
            by the Administrative Agent based on the then most recent set of
            Borrowing Base Certificates delivered by the Borrowers or, during
            the period from June 30 to October 31 in any Fiscal Year, based on
            the better of the two most recent sets of Borrowing Base
            Certificates delivered by the Borrowers); or (iv) at any time an
            Event of Default has occurred and is continuing"

                  2.8   ADDITION OF NEW SECTION 8.14. The following is added as
      Section 8.14 of the Credit Agreement:

                        8.14  Delivery of Updated Schedules to the Credit
            Agreement. Not later than 45 days after the Fourth Amendment
            Effective Date, the Borrowers shall prepare and deliver to the
            Administrative Agent updated Schedules to this Agreement (other than
            Schedules 1.01.1, 1.01.4, 1.01.5, 1.01.6, 1.01.9, 7.05-A, 7.05-B,
            7.05-C and 7.05-D), each in form and substance reasonably
            satisfactory to the Administrative Agent (the date of such delivery
            being the "Fourth Amendment Schedule Delivery Date"). As soon as
            practicable after the Fourth Amendment Schedule Delivery Date, the
            Agent shall deliver such updated Schedules to the Lenders.

                  2.9   ADDITION OF NEW SECTION 8.15. The following is added as
      Section 8.15 of the Credit Agreement:

                        8.15. Compliance with Anti-Money Laundering Laws and
            Anti-Terrorism Laws. Each Borrower and Borrower Subsidiary has
            taken, and agrees that it shall continue to take, reasonable
            measures (including, without limitation, the adoption of adequate
            policies, procedures and internal controls) appropriate to the
            circumstances (in any event as required by applicable Requirements
            of Law), to ensure that such Person is and shall be in compliance
            with all current and future Anti-Money Laundering Laws and
            Anti-Terrorism Laws and applicable Requirements of Law and
            governmental guidance for the prevention of terrorism, terrorist
            financing and drug trafficking.

                  2.10  AMENDMENTS TO SECTION 9.01. Section 9.01 of the Credit
      Agreement is hereby amended as follows:

                        (a)   to insert "after the Fourth Amendment Effective
            Date" immediately before the semi-colon (";") at the end of clause
            (g)(v) thereof;

                        (b)   to delete in its entirety the word "and" at the
            end of clause (p) thereof;

                        (c)   to redesignate clause (q) thereof as clause (r)
            and delete in its entirety the reference to "(p)" in such clause and
            substitute "(q)" in lieu thereof;

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                        (d)   to add a new clause (q) as follows:

                              "(q)  Parent Subordinated Indebtedness; and"; and

                        (e)   to delete in its entirety the reference to
            "clauses (d) and (g)" in the proviso to such Section and to
            substitute "clauses (d), (g) and (q)" in lieu thereof.

                  2.11  AMENDMENTS TO SECTION 9.02. Section 9.02 of the Credit
      Agreement is hereby amended as follows:

                        (a)   to amend and restate clause (b)(iv) thereof in its
            entirety to read as follows:

                  "(iv) such sale is of the assets or Capital Stock of (i) any
                  Subsidiary that was a Subsidiary of NMHG Distribution as of
                  the Closing Date (a "Distribution Subsidiary") or (ii) a
                  Borrower Subsidiary created after the Closing Date whose only
                  assets at the time of formation consisted of assets acquired
                  from a Distribution Subsidiary ("Distribution Property") and
                  whose only assets at the time of sale consist of Distribution
                  Property and assets acquired or originated in the ordinary
                  course of business;"

                        (b)   to delete in its entirety the reference to "Net
            Cash Proceeds" in clause (g) thereof and substitute "Net Cash
            Proceeds of Sale" in lieu thereof.

                  2.12  AMENDMENTS TO SECTION 9.04. Section 9.04 of the Credit
      Agreement is hereby amended as follows:

                        (a)   to insert "after the Fourth Amendment Effective
            Date" immediately before the semi-colon (";") at the end of clause
            (e)(v) thereof;

                        (b)   to delete the word "and" at the end of clause (g)
            thereof;

                        (c)   to replace the period (".") at the end of clause
            (h) thereof with "; and"; and

                        (d)   to add a new clause (i) as follows:

                              "(i)  Investments consisting of purchases of
                  Senior Notes permitted by Section 9.06(b)(i)(B)."

                  2.13  AMENDMENTS TO SECTION 9.05. Section 9.05 of the Credit
      Agreement is hereby amended as follows:

                        (a)   to amend and restate clause (b) thereof in its
            entirety to read as follows:

                                                          NACCO Fourth Amendment

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                              "(b)  (i) Permitted Existing Accommodation
                  Obligations and any extensions, renewals or replacements
                  thereof, provided that the aggregate Indebtedness under any
                  such extension, renewal or replacement is not greater than the
                  Indebtedness under, and shall be on terms no less favorable to
                  the Borrower or such Subsidiary than the terms of, the
                  Permitted Existing Accommodation Obligation so extended,
                  renewed or replaced; and (ii) Accommodation Obligations
                  evidenced by Financing Agreements of the type described in
                  clause (c) of the definition thereof, and any renewal,
                  amendment, restatement or replacement thereof permitted by the
                  definition thereof;"

                        (b)   to insert "after the Fourth Amendment Effective
            Date" immediately before the semi-colon (";") at the end of clause
            (f)(v) thereof;

                        (c)   to delete the word "and" at the end of clause (f)
            thereof;

                        (d)   to redesignate clause (g) thereof as clause (h)
            and delete in its entirety the reference to "(f)" in such clause and
            substitute "(g)" in lieu thereof; and;

                        (e)   to add a new clause (g) as follows:

                              "(g)  Parent Subordinated Indebtedness; and"; and

                  2.14  AMENDMENTS TO SECTION 9.06(b). Section 9.06(b) of the
      Credit Agreement is hereby amended as follows:

                        (a)   to amend and restate clause (i) thereof in its
            entirety to read as follows:

                              (i) (A) regularly scheduled payments of principal
                  and interest by NMHG on the Senior Notes and (B) prepayments,
                  redemptions and/or purchases of all or any portion of the
                  Senior Notes so long as after giving effect to any such
                  prepayment, redemption or purchase, Availability under all
                  Credit Facilities is greater than or equal to $40,000,000;

                        (b)   to delete the word "and" at the end of clause (vi)
            thereof;

                        (c)   to insert the word "and" at the end of clause
            (vii) thereof; and

                        (d)   to add a new clause (viii) as follows:

                              (viii) payments of principal and interest by the
                  Borrowers and Borrower Subsidiaries with respect to Parent
                  Subordinated Indebtedness so long as after giving effect to
                  any such payment,

                                                          NACCO Fourth Amendment

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                  Availability under all Credit Facilities is greater than or
                  equal to $10,000,000;

                        (e)   to amend the proviso at the end thereof to delete
            in its entirety the reference therein to "clauses (iii)(B), (vi)(C)
            and (vii)" and to substitute "clauses (i)(B), (iii)(B), (vi)(C),
            (vii) and (viii)" in lieu thereof

                  2.15  ADDITION OF NEW SECTION 9.19. The following is added as
      Section 9.19 of the Credit Agreement:

                        9.19. No Violation of Anti-Terrorism Laws. The Borrowers
            and Borrower Subsidiaries shall not: (a) violate any of the
            prohibitions set forth in the Anti-Terrorism Laws applicable to any
            of them or the business that they conduct, or (b) require the
            Administrative Agent, the Issuing Bank or the Lenders to take any
            action that would cause the Administrative Agent or the Lenders to
            be in violation of the prohibitions set forth in the Anti-Terrorism
            Laws, it being understood that the Administrative Agent, the Issuing
            Bank or any Lender can refuse to honor any such request or demand
            otherwise validly made by any Borrower under this Agreement or any
            Loan Document.

                  2.16  ADDITION OF NEW SECTION 9.20. The following is added as
      Section 9.20 of the Credit Agreement:

                        9.20  Anti-Terrorism Laws. The Borrowers shall not, and
            shall not permit any Borrower Subsidiary to, directly or indirectly,
            (a) Knowingly conduct any business or engage in making or receiving
            any contribution of funds, goods or services to or for the benefit
            of any Designated Person or any other Person identified in any List,
            (b) Knowingly deal in, or otherwise engage in any transaction
            relating to, any property or interests in property blocked pursuant
            to any Anti-Terrorism Law, (c) repay the Loans with any funds
            derived from any unlawful activity with the result that the making
            of the Loans would be in violation of law, or (d) Knowingly engage
            in or conspire to engage in any transaction that evades or avoids,
            or has the purpose of evading or avoiding, or attempts to violate,
            any of the prohibitions set forth in any Anti-Terrorism Law (and the
            Borrowers shall deliver to the Administrative Agent any
            certification or other evidence requested from time to time by the
            Administrative Agent in its reasonable discretion, confirming
            compliance with this Section 9.20).

                  2.17  AMENDMENT TO SECTION 10.01. Section 10.01 of the Credit
      Agreement is hereby amended to delete in its entirety the reference
      therein to "$15,000,000" and to substitute "$10,000,000" in lieu thereof.

                  2.18  AMENDMENT TO SECTION 10.02. Section 10.02 of the Credit
      Agreement is hereby amended to amend and restate in its entirety the table
      of periods and ratios therein to read as follows:

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Period                                        Ratio
- ------                                        -----
                                           
June 30, 2002                                 6.60x

September 30, 2002                            6.25x

December 31, 2002                             5.25x

March 31, 2003                                4.25x

June 30, 2003                                 3.50x

September 30, 2003                            3.50x

December 31, 2003                             3.50x

March 31, 2004                                3.25x

June 30, 2004                                 3.75x

September 30, 2004                            3.75x

December 31, 2004 and every
  fiscal quarter thereafter                   3.25x


                  2.19  AMENDMENT TO SECTION 10.04. Section 10.04 of the Credit
      Agreement is hereby amended to amend and restate in its entirety the table
      of periods and Capital Expenditures therein to read as follows:



Period                                           Capital Expenditures
- ------                                           --------------------
                                              
FYE December 31, 2002                                $30,000,000

FYE December 31, 2003                                $65,000,000

FYE December 31, 2004                                $80,000,000

FYE December 31, 2005                                $80,000,000

FYE December 31, 2006                                $80,000,000

Through June 30, 2007                                $80,000,000


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                  2.20  ADDITION OF NEW SECTION 12.10. The following is added as
      Section 12.10 of the Credit Agreement:

                        12.10. No Reliance on Administrative Agent's Customer
            Identification Program. Each Lender acknowledges and agrees that
            neither such Lender, nor any of its Affiliates, participants or
            assignees, may rely on the Administrative Agent to carry out such
            Lender's, Affiliate's, participant's or assignee's customer
            identification program, or other obligations required or imposed
            under or pursuant to the USA Patriot Act or the regulations
            thereunder, including the regulations contained in 31 C.F.R. 103.121
            (as hereafter amended or replaced, the "CIP Regulations"), or any
            other Anti-Terrorism Law, including any programs involving any of
            the following items relating to or in connection with any of the
            Borrowers, Borrower Subsidiaries, their Affiliates or their agents,
            the Loan Documents or the transactions hereunder or contemplated
            hereby: (a) any identity verification procedures, (b) any
            recordkeeping, (c) comparisons with government lists, (d) customer
            notices or (e) other procedures required under the CIP Regulations
            or such other Anti-Terrorism Laws.

                  2.21  ADDITION OF NEW SECTION 12.11. The following is added as
      Section 12.11 of the Credit Agreement:

                        12.11. USA Patriot Act. Within 10 days after the Fourth
            Amendment Effective Date and at such other times as are required
            under the USA Patriot Act, each Lender and each of its assignees and
            participants that is not incorporated under the laws of the United
            States of America or a state thereof (and is not excepted from the
            certification requirement contained in Section 313 of the USA
            Patriot Act and the applicable regulations because it is both (a) an
            affiliate of a depository institution or foreign bank that maintains
            a physical presence in the United States or foreign country, and (b)
            subject to supervision by a banking authority regulating such
            affiliated depository institution or foreign bank) shall deliver to
            the Administrative Agent the certification, or, if applicable,
            recertification, certifying that such Lender is not a "shell" and
            certifying to other matters as required by Section 313 of the USA
            Patriot Act and the applicable regulations.

                  2.22  AMENDMENT TO EXHIBIT A. Exhibit A to the Credit
      Agreement is hereby amended and restated in its entirety in the form
      attached hereto as Annex A.

                  2.23  AMENDMENTS TO CERTAIN SCHEDULES. Schedules 1.01.1,
      1.01.4, 1.01.5, 1.01.6, 7.05-A and 7.05-B to the Credit Agreement are
      hereby amended and restated in their entirety and new Schedules 1.01.9,
      7.05-C and 7.05-D are hereby added as Schedules to the Credit Agreement,
      each of which is attached hereto as Annex B.

            3.    POST EFFECTIVE DATE AMENDMENTS. Upon the "Fourth Amendment
Schedule Delivery Date" (as defined in Section 2.1(t) above), the Credit
Agreement is hereby amended as follows:

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                  3.1   AMENDMENTS TO ARTICLE VI. Sections 6.01(c), 6.01(r),
      6.01(u), 6.01(v), 6.01(w), 6.01(y) and 6.01(z) of the Credit Agreement are
      hereby amended to delete in their entirety each reference therein to "as
      of the Closing Date" and to substitute "as of the Fourth Amendment
      Schedule Delivery Date" in lieu thereof; and

                  3.2   AMENDMENTS TO CERTAIN SCHEDULES. All Schedules to the
      Credit Agreement (other than Schedules 1.01.1, 1.01.4, 1.01.5, 1.01.6,
      1.01.9, 7.05-A, 7.05-B, 7.05-C and 7.05-D) are amended and restated in
      their entirety with the Schedules delivered pursuant to Section 8.14 of
      the Credit Agreement.

            4.    EFFECT OF CERTAIN AMENDMENTS. Each of the parties hereto
acknowledges and agrees that, after giving effect to the amendments set forth in
Sections 2.1(e) and 2.11, the Availability Reserve put in place at the time of
the sale of certain assets of NMHG Distribution to MH Equipment Ohio, LLC in
January 2003 (as required by Section 9.02(b)(iv) of the Credit Agreement as in
effect immediately prior to this Amendment) shall be eliminated and that no
future Availability Reserves based solely on the sale of other assets permitted
to be sold pursuant to Section 9.02(b)(iv) of the Credit Agreement shall be
required to be put in place.

            5.    REPRESENTATIONS AND WARRANTIES. The Borrowers hereby represent
and warrant to each Lender, each Issuing Bank and the Administrative Agent that
(a) all of the representations and warranties of the Borrowers and the Borrower
Subsidiaries in the Credit Agreement and in any other Loan Document are true and
correct in all material respects on and as of the Fourth Amendment Effective
Date as though made to each Lender, each Issuing Bank and the Administrative
Agent on and as of such date (other than representations and warranties which
expressly speak as of a different date, which representations shall be made only
on such date) and (b) as of the Fourth Amendment Effective Date, no Event of
Default or Default has occurred and is continuing.

            6.    FOURTH AMENDMENT EFFECTIVE DATE. This Fourth Amendment shall
become effective as of the date first above written (the "Fourth Amendment
Effective Date") upon the satisfaction of the following conditions:

                  6.1   The Administrative Agent shall have received each of the
      following documents:

                        (a)   counterparts hereof executed by the Borrowers, the
            Administrative Agent and each Lender;

                        (b)   reaffirmations of the Obligations and the grant of
            Liens executed by the Borrowers and Guarantors, each on terms and
            conditions satisfactory to the Administrative Agent;

                        (c)   written confirmation from local counsel to the
            Administrative Agent in England, The Netherlands, Scotland, Northern
            Ireland and Italy that no further action is required to be taken as
            a result of this Fourth Amendment in connection with the Loan
            Documents governed by the laws of

                                                          NACCO Fourth Amendment

                                       21


            such countries or describing the documentation which is reasonably
            required (such documentation being the "Additional Foreign Law
            Documentation");

                        (d)   all Additional Foreign Law Documentation, if any,
            executed by the applicable Credit Parties, together with legal
            opinions with respect thereto, each in form and substance reasonably
            satisfactory to the Administrative Agent; provided, however, that
            the Administrative Agent may, in its sole discretion, waive this
            requirement solely as a condition to the effectiveness of this
            Fourth Amendment and grant additional time for the delivery of such
            Additional Foreign Law Documentation and related legal opinions;

                        (e)   a Certificate from the Secretary, Assistant
            Secretary or Director of each Borrower and each Guarantor with
            respect to corporate resolutions authorizing the execution, delivery
            and performance of this Fourth Amendment and the agreements and
            documents executed and delivered in connection herewith and the
            incumbency of the officers of the Borrowers and Guarantors executing
            and delivering the same, and good standing certificates for the
            Borrower and Guarantors from the states identified on Annex C
            attached hereto and made a part hereof;

                        (f)   a Certificate of a Financial Officer of the
            Borrowers dated as of the Fourth Amendment Effective Date, executed
            and delivered on behalf of the Borrowers, certifying that (i) no
            Material Adverse Effect has occurred since December 31, 2001, (ii)
            all conditions precedent set forth in this Fourth Amendment which
            are required to be satisfied have been satisfied and (iii) after
            giving effect to this Fourth Amendment, all representations and
            warranties in the Credit Agreement, as amended by this Fourth
            Amendment, and the other Loan Documents are true and correct in all
            material respects, no Default or Event of Default has occurred and
            is continuing and no event that is reasonably likely to have a
            Material Adverse Effect has occurred and is continuing; and

                        (g)   amended and restated Notes reflecting the
            amendments to the Domestic Commitments and Multicurrency Commitments
            pursuant to this Fourth Amendment.

                  6.2   Each of the representations and warranties contained in
      this Fourth Amendment shall be true and correct in all material respects
      on and as of the Fourth Amendment Effective Date.

                  6.3   As of the Fourth Amendment Effective Date, no Event of
      Default or Default shall have occurred and be continuing.

                  6.4   No event shall exist or shall have occurred which is
      reasonably likely to have a Material Adverse Effect.

                                                          NACCO Fourth Amendment

                                       22


                  6.5   The Borrowers shall have reimbursed the Administrative
      Agent for the reasonable fees, costs and expenses incurred by or owing to
      it in connection with this Fourth Amendment, and all other outstanding
      fees and expenses incurred prior to the Fourth Amendment Effective Date,
      in each case which are payable under Section 14.02 of the Credit
      Agreement.

                  6.6   The Borrowers shall have remitted to the Administrative
      Agent: (a) for the ratable account of the Lenders party to this Fourth
      Amendment, an amendment fee in the amount of 0.25% of the aggregate
      Commitments of the Lenders which are in effect as of the Fourth Amendment
      Effective Date and (b) for the account of CNAI, the fees set forth in the
      Fourth Amendment Fee Letter which are payable on the Fourth Amendment
      Effective Date, all such fees shall be fully earned, non-refundable, and
      payable on the Fourth Amendment Effective Date.

            7.    MISCELLANEOUS.

                  7.1   This Fourth Amendment is a Loan Document. The headings
      herein are for convenience of reference only and shall not alter or
      otherwise affect the meaning hereof.

                  7.2   On and after the Fourth Amendment Effective Date, each
      reference in the Credit Agreement to "this Agreement", "hereunder",
      "hereof" or words of like import, and each reference in the other Loan
      Documents to the Credit Agreement, shall mean and be a reference to the
      Credit Agreement as amended hereby. Except to the extent specifically
      amended or modified hereby, all of the terms of the Credit Agreement and
      the other Loan Documents shall remain unchanged and in full force and
      effect and are hereby ratified and confirmed in all respects.

                  7.3   The execution, delivery and effectiveness of this Fourth
      Amendment shall not, except as expressly provided herein, operate as a
      waiver of any right, power or remedy of any Lender, the Issuing Bank or
      the Administrative Agent under the Credit Agreement or any of the Loan
      Documents, nor obligate any Lender, the Issuing Bank or the Administrative
      Agent to agree to similar amendments in the future.

                  7.4   The Indebtedness evidenced by the Credit Agreement, as
      in effect prior to the Fourth Amendment Effective Date (the "Existing
      Credit Agreement"), and the Notes delivered to the Lenders prior to the
      Fourth Amendment Effective Date (the "Existing Notes") constitutes the
      same Indebtedness evidenced by the Credit Agreement as amended hereby and
      the amended and restated Notes delivered pursuant to Section 6.1(g) above
      (the "Amended and Restated Notes"), and neither this Fourth Amendment nor
      the Amended and Restated Notes are in any way intended to constitute a
      novation of such Indebtedness, the Existing Credit Agreement, the Existing
      Notes, any of the other Loan Documents or the Obligations outstanding
      under any of the foregoing.

                                                          NACCO Fourth Amendment

                                       23


            8.    COUNTERPARTS; FACSIMILE DELIVERY. This Fourth Amendment may be
executed in counterparts, each of which when so executed and delivered shall be
deemed an original, but all such counterparts together shall constitute but one
and the same instrument. Delivery of an executed counterpart of this Fourth
Amendment by facsimile transmission shall be effective as delivery of a manually
executed counterpart hereof.

            9.    GOVERNING LAW. THIS FOURTH AMENDMENT, AND ALL ISSUES RELATING
TO THIS FOURTH AMENDMENT, INCLUDING THE VALIDITY, ENFORCEABILITY, INTERPRETATION
OR CONSTRUCTION OF THIS FOURTH AMENDMENT OR ANY PROVISION HEREOF, SHALL BE
GOVERNED BY, AND SHALL BE DETERMINED AND ENFORCED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK.

                 [Signature pages and Annexes A, B and C follow]

                                                          NACCO Fourth Amendment

                                       24


            IN WITNESS WHEREOF, the Administrative Agent, the Lenders and the
Borrowers have caused this Fourth Amendment to be executed by their respective
officers thereunto duly authorized as of the date first above written.

                                            NMHG HOLDING CO.

                                            By: /s/ Geoffrey D. Lewis
                                               ---------------------------------
                                               Name:  Geoffrey D. Lewis
                                               Title: Vice President

                                            NACCO MATERIALS HANDLING GROUP,
                                            INC., individually and as successor
                                            by merger to NMHG Distribution Co.

                                            By: /s/ Geoffrey D. Lewis
                                               ---------------------------------
                                               Name:  Geoffrey D. Lewis
                                               Title: Vice President

                                            NACCO MATERIALS HANDLING LIMITED

                                            By: /s/ Geoffrey D. Lewis
                                               ---------------------------------
                                               Name:  Geoffrey D. Lewis
                                               Title: Director

                                            NACCO MATERIALS HANDLING B.V.

                                            By: NACCO MATERIALS HANDLING GROUP,
                                                LTD., its Managing Director

                                            By: /s/ Geoffrey D. Lewis
                                               ---------------------------------
                                               Name:  Geoffrey D. Lewis
                                               Title: Director

                             NACCO Fourth Amendment
                                 Signature Page



                                            CITICORP NORTH AMERICA, INC., as
                                            Administrative Agent and as a
                                            Domestic Lender

                                            By: /s/ Miles D. McManus
                                               ---------------------------------
                                               Miles D. McManus
                                               Vice President and Director

                                            CITIBANK INTERNATIONAL PLC, as a
                                            Multicurrency Lender

                                            By: /s/ Miles D. McManus
                                               ---------------------------------
                                               Miles D. McManus
                                               Authorized Signatory

                             NACCO Fourth Amendment
                                 Signature Page



                                            CREDIT SUISSE FIRST BOSTON, as a
                                            Domestic Lender and as a
                                            Multicurrency Lender

                                            By: /s/ Phillip Ho
                                               ---------------------------------
                                               Name:  Phillip Ho
                                               Title: Director

                                            By: /s/ Cassandra Droogan
                                               ---------------------------------
                                               Name:  Cassandra Droogan
                                               Title: Associate

                             NACCO Fourth Amendment
                                 Signature Page



                                            WELLS FARGO FOOTHILL, INC. (f/k/a
                                            Foothill Capital Corporation), as a
                                            Domestic Lender

                                            By: /s/ Michael P. Baranowski
                                               ---------------------------------
                                               Name:  Michael P. Baranowski
                                               Title: Vice President

                             NACCO Fourth Amendment
                                 Signature Page



                                            GENERAL ELECTRIC CAPITAL
                                            CORPORATION, as a Domestic Lender

                                            By: /s/ Brian Schwinn
                                               ---------------------------------
                                               Name:  Brian Schwinn
                                               Title: Duly Authorized Signatory

                             NACCO Fourth Amendment
                                 Signature Page



                                            GMAC COMMERCIAL FINANCE LLC (f/k/a
                                            GMAC Business Credit, LLC), as a
                                            Domestic Lender and as a
                                            Multicurrency Lender

                                            By: /s/ Christopher Gauch
                                               ---------------------------------
                                               Name:  Christopher Gauch
                                               Title: Vice President

                             NACCO Fourth Amendment
                                 Signature Page



                                            KEY CORPORATE CAPITAL INC., as a
                                            Domestic Lender and as a
                                            Multicurrency Lender

                                            By: /s/ Timothy W. Kenealy
                                               ---------------------------------
                                               Name:  Timothy W. Kenealy
                                               Title: Assistant Vice President

                             NACCO Fourth Amendment
                                 Signature Page



                                            NATIONAL CITY COMMERCIAL FINANCE
                                            INC., as a Domestic Lender

                                            By: /s/ Tom Buda
                                               ---------------------------------
                                               Name:  Tom Buda
                                               Title: Vice President

                             NACCO Fourth Amendment
                                 Signature Page



                                            STATE OF CALIFORNIA PUBLIC
                                            EMPLOYEES' RETIREMENT SYSTEM, as a
                                            Domestic Lender

                                            By: /s/ Curtis D. Ishii
                                               ---------------------------------
                                               Name:  Curtis D. Ishii
                                               Title: Senior Investment Officer

                             NACCO Fourth Amendment
                                 Signature Page



                                            U.S. BANK NATIONAL ASSOCIATION, as a
                                            Domestic Lender and as a
                                            Multicurrency Lender

                                            By: /s/ Dale Parshall
                                               ---------------------------------
                                               Name:  Dale Parshall
                                               Title: Vice President

                             NACCO Fourth Amendment
                                 Signature Page



                                     ANNEX A
                                       to
                      FOURTH AMENDMENT TO CREDIT AGREEMENT
                            dated as of June 30, 2004

                         AMENDED AND RESTATED EXHIBIT A



                                                                                      APPLICABLE       APPLICABLE
                                        APPLICABLE     APPLICABLE     APPLICABLE       LETTER OF         UNUSED
                   Leverage             FIXED RATE     FLOATING       OVERDRAFT       CREDIT FEE       COMMITMENT
Level                Ratio                MARGIN      RATE MARGIN    RATE MARGIN          RATE          FEE RATE
- -----                -----                ------      -----------    -----------          ----          --------
                                                                                     
1          Less than 2.50x                2.000%         1.000%         2.250%           1.750%           0.375%
2          Greater than or equal to
           2.50x and less than 3.00x      2.250%         1.250%         2.500%           2.000%           0.375%
3          Greater than or equal to
           3.00x                          2.500%         1.500%         2.750%           2.250%           0.375%


                             NACCO Fourth Amendment



                                     ANNEX B
                                       to
                      FOURTH AMENDMENT TO CREDIT AGREEMENT
                            dated as of June 30, 2004

                          SCHEDULES TO CREDIT AGREEMENT

                                    Attached.

                             NACCO Fourth Amendment



                                 SCHEDULE 1.01.1
                                   COMMITMENTS



                                          Aggregate               Domestic                   Multicurrency
Lender                                    Commitment             Commitment                   Commitment
- ------                                    ----------             ----------                   ----------
                                                                                 
Citicorp North America, Inc.          $22,100,000, 16.34%    $  7,900,000, 8.76%
Citibank International plc                                                                $14,200,000, 31.52%
Credit Suisse First Boston            $18,000,000, 13.35%    $ 6,4000,000, 7.15%          $11,600,000, 25.74%
U.S. Bank National Association        $16,600,000, 12.29%    $  8,400,000, 9.38%          $ 8,100,000, 18.10%
Key Corporate Capital Inc.            $16,200,000, 12.02%    $10,700,000, 11.87%          $ 5,500,000, 12.32%
Wells Fargo Foothill, Inc.            $15,800,000, 11.70%    $15,800,000, 17.54%          N/A
National City Commercial
Finance Inc.                          $15,800,000, 11.70%    $15,800,000, 17.54%          N/A
GMAC Commercial Finance LLC           $16,200,000, 12.02%    $10,700,000, 11.87%          $ 5,500,000, 12.32%
State of California Public
Employees' Retirement System          $  7,200,000, 5.30%    $  7,200,000, 7.95%          N/A
General Electric Capital
Corporation                           $  7,200,000, 5.30%    $  7,200,000, 7.95%          N/A


                             NACCO Fourth Amendment



                                 SCHEDULE 7.05-A
           MONTHLY DOMESTIC BORROWING BASE DELIVERY DATES (3Q/4Q 2004)



Monthly Borrowing Base             Eligible Receivables Reported           Eligible Inventory Reported
    Delivery Date                               As Of:                                As Of:
    -------------                               ------                                ------
                                                                     
    July 7, 2004                            June 30, 2004                          May 31, 2004
   August 11, 2004                          July 31, 2004                          June 30, 2004
  September 8, 2004                        August 31, 2004                         July 31, 2004
   October 6, 2004                       September 30, 2004                       August 31, 2004
  November 10, 2004                       October 31, 2004                      September 30, 2004
  December 8, 2004                        November 30, 2004                      October 31, 2004


                             NACCO Fourth Amendment



                                 SCHEDULE 7.05-B
        MONTHLY MULTICURRENCY BORROWING BASE DELIVERY DATES (3Q/4Q 2004)



Monthly Borrowing Base               Eligible Receivables Reported          Eligible Inventory Reported
     Delivery Date                               As Of:                                As Of:
     -------------                               ------                                ------
                                                                      
     July 7, 2004                            June 29, 2004                          May 31, 2004
    August 11, 2004                          July 29, 2004                          June 30, 2004
   September 8, 2004                        August 30, 2004                         July 31, 2004
    October 6, 2004                       September 29, 2004                       August 31, 2004
   November 10, 2004                       October 28, 2004                      September 30, 2004
   December 8, 2004                        November 29, 2004                      October 31, 2004


                             NACCO Fourth Amendment



                                 SCHEDULE 7.05-C
        SEMI-MONTHLY DOMESTIC BORROWING BASE DELIVERY DATES (3Q/4Q 2004)



Semi-Monthly Borrowing               Eligible Receivables Reported           Eligible Inventory Reported
  Base Delivery Date                             As Of:                                As Of:
  ------------------                             ------                                ------
                                                                       
     July 7, 2004                            June 30, 2004                          May 31, 2004
     July 21, 2004                           July 16, 2004                          June 30, 2004
    August 11, 2004                          July 31, 2004                          June 30, 2004
    August 25, 2004                         August 20, 2004                         July 31, 2004
   September 8, 2004                        August 31, 2004                         July 31, 2004
  September 22, 2004                      September 17, 2004                       August 31, 2004
    October 6, 2004                       September 30, 2004                       August 31, 2004
   October 20, 2004                        October 15, 2004                      September 30, 2004
   November 3, 2004                        October 31, 2004                      September 30, 2004
   November 17, 2004                       November 12, 2004                      October 31, 2004
   December 8, 2004                        November 30, 2004                      October 31, 2004
   December 22, 2004                       December 17, 2004                      November 30, 2004


                             NACCO Fourth Amendment



                                 SCHEDULE 7.05-D
      SEMI-MONTHLY MULTICURRENCY BORROWING BASE DELIVERY DATES (3Q/4Q 2004)



Semi-Monthly Borrowing               Eligible Receivables Reported          Eligible Inventory Reported
  Base Delivery Date                            As Of:                                 As Of:
  ------------------                            ------                                 ------
                                                                      
     July 7, 2004                            June 29, 2004                          May 31, 2004
     July 21, 2004                           July 16, 2004                          June 30, 2004
    August 11, 2004                          July 29, 2004                          June 30, 2004
    August 25, 2004                         August 20, 2004                         July 31, 2004
   September 8, 2004                        August 30, 2004                         July 31, 2004
  September 22, 2004                      September 17, 2004                       August 31, 2004
    October 6, 2004                       September 29, 2004                       August 31, 2004
   October 20, 2004                        October 15, 2004                      September 30, 2004
   November 3, 2004                        October 28, 2004                      September 30, 2004
   November 17, 2004                       November 12, 2004                      October 31, 2004
   December 8, 2004                        November 29, 2004                      October 31, 2004
   December 22, 2004                       December 17, 2004                      November 30, 2004


                             NACCO Fourth Amendment



                                     ANNEX C
                                       to
                      FOURTH AMENDMENT TO CREDIT AGREEMENT
                            dated as of June 30, 2004

                           GOOD STANDING JURISDICTIONS



                                                        JURISDICTION(S) IN WHICH QUALIFIED AND/OR
NAME OF ENTITY:                                                       INCORPORATED:
- ---------------                                         -----------------------------------------
                                                     
NMHG Holding Co.                                        Delaware

NACCO Materials Handling Group, Inc.                    Alabama                     New Jersey
                                                        California                  New York
                                                        Delaware                    North Carolina
                                                        Florida                     North Dakota
                                                        Georgia                     Ohio
                                                        Illinois                    Oregon
                                                        Indiana                     Pennsylvania
                                                        Kentucky                    Tennessee
                                                        Michigan                    Texas
                                                        Minnesota                   Virginia

Hyster Overseas Capital Corporation, LLC                Delaware

NMHG Oregon, Inc.                                       Oregon

Hyster-Yale Materials Handling, Inc.                    Delaware
                                                        California
                                                        Oregon


                             NACCO Fourth Amendment

EX-31.1

                                                                    Exhibit 31.1

                                 CERTIFICATIONS

I, Reginald R. Eklund, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of NMHG Holding
          Co.;

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

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

     4.   The registrant's other certifying officer(s) and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
          registrant and have:
               a)   Designed such disclosure controls and procedures, or caused
                    such disclosure controls and procedures to be designed under
                    our supervision, to ensure that material information
                    relating to the registrant, including its consolidated
                    subsidiaries, is made known to us by others within those
                    entities, particularly during the period in which this
                    report is being prepared;
               b)   Evaluated the effectiveness of the registrant's disclosure
                    controls and procedures and presented in this report our
                    conclusions about the effectiveness of the disclosure
                    controls and procedures, as of the end of the period covered
                    by this report based on such evaluation; and
               c)   Disclosed in this report any change in the registrant's
                    internal control over financial reporting that occurred
                    during the registrant's most recent fiscal quarter (the
                    registrant's fourth fiscal quarter in the case of an annual
                    report) that has materially affected, or is reasonably
                    likely to materially affect, the registrant's internal
                    control over financial reporting; and

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

               a)   All significant deficiencies and material weaknesses in the
                    design or operation of internal control over financial
                    reporting which are reasonably likely to adversely affect
                    the registrant's ability to record, process, summarize and
                    report financial information; and

               b)   Any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal control over financial reporting.




Date:  August 6, 2004                             /s/Reginald R. Eklund
       --------------                           -------------------------
                                                     Reginald R. Eklund
                                          President and Chief Executive Officer
                                              (Principal Executive Officer)

EX-31.2

                                                                    Exhibit 31.2

                                 CERTIFICATIONS

I, Michael K. Smith, certify that:

     1.   I have reviewed this quarterly report on Form 10-Q of NMHG Holding
          Co.;

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

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

     4.   The registrant's other certifying officer(s) and I are responsible for
          establishing and maintaining disclosure controls and procedures (as
          defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
          registrant and have:
               a)   Designed such disclosure controls and procedures, or caused
                    such disclosure controls and procedures to be designed under
                    our supervision, to ensure that material information
                    relating to the registrant, including its consolidated
                    subsidiaries, is made known to us by others within those
                    entities, particularly during the period in which this
                    report is being prepared;
               b)   Evaluated the effectiveness of the registrant's disclosure
                    controls and procedures and presented in this report our
                    conclusions about the effectiveness of the disclosure
                    controls and procedures, as of the end of the period covered
                    by this report based on such evaluation; and
               c)   Disclosed in this report any change in the registrant's
                    internal control over financial reporting that occurred
                    during the registrant's most recent fiscal quarter (the
                    registrant's fourth fiscal quarter in the case of an annual
                    report) that has materially affected, or is reasonably
                    likely to materially affect, the registrant's internal
                    control over financial reporting; and

     5.   The registrant's other certifying officer(s) and I have disclosed,
          based on our most recent evaluation of internal control over financial
          reporting, to the registrant's auditors and the audit committee of the
          registrant's board of directors (or persons performing the equivalent
          functions):
               a)   All significant deficiencies and material weaknesses in the
                    design or operation of internal control over financial
                    reporting which are reasonably likely to adversely affect
                    the registrant's ability to record, process, summarize and
                    report financial information; and
               b)   Any fraud, whether or not material, that involves management
                    or other employees who have a significant role in the
                    registrant's internal control over financial reporting.





Date:   August 6, 2004                       /s/ Michael K. Smith
       ---------------                     -------------------------
                                                 Michael K. Smith
                                Vice President, Finance and Information Systems,
                                           and Chief Financial Officer
                                          (Principal Financial Officer)

EX-32

                                                                      Exhibit 32


CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
                     906 OF THE SARBANES-OXLEY ACT OF 2002



     In connection with the Quarterly Report of NMHG Holding Co. (the "Company")
     on Form 10-Q for the quarter ended June 30, 2004, as filed with the
     Securities and Exchange Commission on the date hereof (the "Report"), each
     of the undersigned officers of the Company certifies, pursuant to 18 U.S.C.
     ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002,
     that, to such officer's knowledge:

          (1)  The Report fully complies with the requirements of Section 13(a)
               or 15(d) of the Securities Exchange Act of 1934; and

          (2)  The information contained in the Report fairly presents, in all
               material respects, the financial condition and results of
               operations of the Company as of the dates and for the periods
               expressed in the Report.



Date:  August 6, 2004                       /s/ Reginald R. Eklund
       --------------                     --------------------------
                                                Reginald R. Eklund
                                     President and Chief Executive Officer
                                         (Principal Executive Officer)


Date:  August 6, 2004                        /s/ Michael K. Smith
       --------------                      ------------------------
                                                 Michael K. Smith
                               Vice President, Finance and Information Systems,
                                          and Chief Financial Officer
                                         (Principal Financial Officer)