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 September 30, 2002

                                       OR

|_|   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 ____


At November 14, 2002, 100 common shares were outstanding.









                                NMHG HOLDING CO.

                                TABLE OF CONTENTS



Part I.    FINANCIAL INFORMATION

           Item 1     Financial Statements

                      Condensed Consolidated Balance Sheets -
                      September 30, 2002 (Unaudited) and December 31, 2001

                      Unaudited Condensed Consolidated Statements of Operations
                      for the Three Months and Nine Months Ended
                      September 30, 2002 and 2001

                      Unaudited Condensed Consolidated Statements of Cash Flows
                      for the Nine Months Ended September 30, 2002 and 2001

                      Unaudited Condensed Consolidated Statements of Changes
                      in Stockholder's Equity for the Nine Months Ended
                      September 30, 2002 and 2001

                      Notes to Unaudited Condensed Consolidated Financial
                      Statements

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

           Item 4     Controls and Procedures

Part II.   OTHER INFORMATION

           Item 1     Legal Proceedings

           Item 5     Other Information

           Item 6     Exhibits and Reports on Form 8-K

           Signature

           Certifications







                                     PART I
                              FINANCIAL INFORMATION
                          Item 1 - Financial Statements

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        NMHG HOLDING CO. AND SUBSIDIARIES



                                                                                   (Unaudited)       (Audited)
                                                                                   SEPTEMBER 30     DECEMBER 31
                                                                                       2002             2001
                                                                                    ----------       ----------
                                                                                 (in millions, except share data)
                                                                                               
ASSETS

Current Assets
    Cash and cash equivalents                                                       $     27.5       $     59.6
    Accounts receivable, net                                                             195.9            165.6
    Tax advances, NACCO Industries, Inc.                                                  10.3             23.1
    Inventories                                                                          230.0            234.5
    Deferred income taxes                                                                 27.0             32.9
    Prepaid expenses and other                                                            10.9             12.2
                                                                                    ----------       ----------
                                                                                         501.6            527.9

Property, Plant and Equipment, Net                                                       260.9            280.5
Goodwill, Net                                                                            343.2            344.2
Deferred Income Taxes                                                                     20.7             15.7
Other Non-current Assets                                                                  45.5             36.8
                                                                                    ----------       ----------
       Total Assets                                                                 $  1,171.9       $  1,205.1
                                                                                    ==========       ==========

LIABILITIES AND STOCKHOLDER'S EQUITY

Current Liabilities
    Accounts payable                                                                $    176.9       $    176.7
    Revolving credit agreements                                                           46.8             36.2
    Revolving credit agreement refinanced on May 9, 2002                                   ---            265.0
    Current maturities of long-term debt                                                  17.2             25.5
    Notes payable, NACCO Industries, Inc.                                                  ---              8.0
    Accrued payroll                                                                       12.7             20.0
    Accrued warranty obligations                                                          32.4             34.3
    Other current liabilities                                                            116.3            112.2
                                                                                    ----------       ----------
                                                                                         402.3            677.9

Long-term Debt                                                                           272.4             27.7
Self-insurance Reserves                                                                   53.4             52.7
Other Long-term Liabilities                                                               60.2             62.5

Minority Interest                                                                          1.4              2.3

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                                                                    216.8            229.5
    Accumulated other comprehensive income (loss):
       Foreign currency translation adjustment                                           (17.7)           (26.9)
       Reclassification of hedging activities into earnings                                1.3              ---
       Deferred loss on cash flow hedging                                                 (1.6)            (3.3)
       Minimum pension liability adjustment                                              (14.8)           (14.8)
       Cumulative effect of change in accounting for derivatives and hedging               ---              (.7)
                                                                                    ----------       ----------
                                                                                         382.2            382.0
                                                                                    ----------       ----------

       Total Liabilities and Stockholder's Equity                                   $  1,171.9       $  1,205.1
                                                                                    ==========       ==========


See notes to unaudited condensed consolidated financial statements.







         UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                        NMHG HOLDING CO. AND SUBSIDIARIES




                                                               THREE MONTHS ENDED                NINE MONTHS ENDED
                                                                   SEPTEMBER 30                     SEPTEMBER 30
                                                             ------------------------       ----------------------------
                                                               2002           2001             2002             2001
                                                             --------       ---------       ----------       -----------
                                                                                  (in millions)
                                                                                                 
Revenues                                                     $  385.6       $   360.1       $  1,146.1       $   1,300.4
Cost of sales                                                   314.8           319.2            945.1           1,098.7
                                                             --------       ---------       ----------       -----------

Gross Profit                                                     70.8            40.9            201.0             201.7

Selling, general and administrative expenses                     57.7            66.1            170.9             196.4
Amortization of goodwill                                          ---             3.2              ---               9.7
Restructuring charges                                             ---             8.3              ---               8.3
                                                             --------       ---------       ----------       -----------

Operating Profit (Loss)                                          13.1           (36.7)            30.1             (12.7)

Other income (expenses)
    Interest expense                                            (10.4)           (5.4)           (24.5)            (16.6)
    Insurance recovery                                            ---              .3              ---               8.0
    Losses on interest rate swap agreements                      (2.1)           (1.1)            (4.9)             (1.6)
    Income (loss) from unconsolidated affiliates                 (2.2)             .8             (1.1)              2.7
    Other - net                                                   (.3)           (2.0)             (.5)             (4.3)
                                                             --------       ---------       ----------       -----------
                                                                (15.0)           (7.4)           (31.0)            (11.8)
                                                             --------       ---------       ----------       -----------
Loss Before Income Taxes, Minority
         Interest and Cumulative Effect of Accounting
         Changes                                                 (1.9)          (44.1)             (.9)            (24.5)

Income tax benefit                                                (.7)          (11.3)            (2.3)             (2.1)
                                                             --------       ---------       ----------       -----------

Income (Loss) Before Minority Interest and
         Cumulative Effect of Accounting Changes                 (1.2)          (32.8)             1.4             (22.4)

Minority interest income                                           .4              .2               .9                .6
                                                             --------       ---------       ----------       -----------

Income (Loss) Before Cumulative Effect of
         Accounting Changes                                       (.8)          (32.6)             2.3             (21.8)

Cumulative effect of accounting changes (net of $0.8
          tax benefit)                                            ---             ---              ---              (1.3)
                                                             --------       ---------       ----------       -----------

Net Income (Loss)                                            $    (.8)      $   (32.6)      $      2.3       $     (23.1)
                                                             ========       =========       ==========       ===========

Comprehensive Income (Loss)                                  $   (3.0)      $   (25.7)      $     15.2       $     (36.1)
                                                             ========       =========       ==========       ===========


See notes to unaudited condensed consolidated financial statements.








            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                        NMHG HOLDING CO. AND SUBSIDIARIES




                                                                            NINE MONTHS ENDED
                                                                              SEPTEMBER 30
                                                                         --------------------
                                                                           2002        2001
                                                                         --------     -------
                                                                            (in millions)
                                                                                
Operating Activities
    Net income (loss)                                                    $    2.3     $ (23.1)
    Adjustments to reconcile net income (loss)
      to net cash provided by operating activities:
        Depreciation and amortization                                        31.1        44.1
        Deferred income taxes                                                 1.7        (4.4)
        Minority interest income                                              (.9)        (.6)
        Cumulative effect of accounting changes (net-of-tax)                  ---         1.3
        Restructuring charges                                                 ---         8.3
        Other non-cash items                                                  2.2        (1.1)
        Working capital changes
           Affiliate receivables/payables                                    12.8       (11.2)
           Accounts receivable                                               (4.1)       37.9
           Inventories                                                        3.4        19.9
           Other current assets                                              (1.6)       (1.4)
           Accounts payable and other liabilities                           (16.0)      (63.5)
                                                                         --------     -------
           Net cash provided by operating activities                         30.9         6.2

Investing Activities
    Expenditures for property, plant and equipment                          (12.1)      (42.7)
    Proceeds from the sale of property, plant and equipment                   2.8         4.5
    Acquisition of businesses, net of cash acquired                           ---        (3.6)
    Investments in unconsolidated affiliates                                  ---         (.3)
    Proceeds from unconsolidated affiliates                                    .7         ---
    Other - net                                                               ---        (2.5)
                                                                         --------     -------
           Net cash used for investing activities                            (8.6)      (44.6)

Financing Activities
    Additions to long-term debt and revolving credit agreements             288.5        81.9
    Reductions of long-term debt and revolving credit agreements           (307.0)      (32.0)
    Cash dividends paid                                                     (15.0)       (3.8)
    Notes receivable/payable, NACCO Industries, Inc.                         (8.0)        (.2)
    Deferred financing costs                                                (15.1)        (.5)
    Other - net                                                               ---          .3
                                                                         --------     -------
           Net cash provided by (used for) financing activities             (56.6)       45.7

    Effect of exchange rate changes on cash                                   2.2         ---
                                                                         --------     -------

Cash and Cash Equivalents
    Increase (decrease) for the period                                      (32.1)        7.3
    Balance at the beginning of the period                                   59.6        24.4
                                                                         --------     -------

    Balance at the end of the period                                     $   27.5     $  31.7
                                                                         ========     =======
Supplemental cash flow information:

Cash paid during the nine months ended September 30 for:
     Interest                                                            $   14.2     $  16.5
                                                                         ========     =======
     Income taxes paid (refunded), net                                   $  (23.2)    $  15.0
                                                                         ========     =======



See notes to unaudited condensed consolidated financial statements







 UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY
                        NMHG HOLDING CO. AND SUBSIDIARIES




                                                                             NINE MONTHS ENDED
                                                                               SEPTEMBER 30
                                                                           ---------------------
                                                                             2002         2001
                                                                           --------     --------
                                                                                (in millions)
                                                                                  
Common Stock                                                               $    ---     $    ---
                                                                           --------     --------

Capital in Excess of Par Value                                                198.2        198.2
                                                                           --------     --------

Retained Earnings
  Beginning balance                                                           229.5        283.9
  Net income (loss)                                                             2.3        (23.1)
  Cash dividends declared                                                     (15.0)        (5.0)
                                                                           --------     --------
                                                                              216.8        255.8
                                                                           --------     --------

Accumulated Other Comprehensive Income (Loss)
  Beginning balance                                                           (45.7)       (19.1)
  Foreign currency translation adjustment                                       9.2         (8.3)
  Cumulative effect of change in accounting for derivatives and
      hedging                                                                    .7          (.7)
  Reclassification from Cumulative effect of change in accounting for
      derivatives and hedging to Deferred loss on cash flow hedging             (.7)         ---
  Reclassification of hedging activity into earnings                            1.3          ---
  Current period cash flow hedging activity                                     2.4         (4.0)
                                                                           --------     --------
                                                                              (32.8)       (32.1)
                                                                           --------     --------
    Total Stockholder's Equity                                             $  382.2     $  421.9
                                                                           ========     ========








         NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        NMHG HOLDING CO. AND SUBSIDIARIES
                               SEPTEMBER 30, 2002
                          (Tabular Amounts in Millions)

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  subsidiaries,  NACCO  Materials
Handling  Group,  Inc.  ("NMHG  Wholesale")  and NMHG  Distribution  Co.  ("NMHG
Retail") (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 segments its lift truck operations into
two components:  wholesale  manufacturing and retail distribution.  Intercompany
accounts and transactions have been eliminated.

NMHG designs, engineers, manufactures, sells, services and leases a full line of
lift trucks and service parts marketed worldwide under the Hyster(R) and Yale(R)
brand names. 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, service and rental 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 September 30, 2002 and the results of its operations for the three
and nine month periods ended  September 30, 2002 and 2001 and the results of its
cash flows and changes in stockholder's  equity for the nine month periods ended
September 30, 2002 and 2001 have been included.

Operating  results for the three and nine month periods ended September 30, 2002
are not  necessarily  indicative  of the results  that may be  expected  for the
remainder of the year ending December 31, 2002. For further  information,  refer
to the consolidated  financial  statements and footnotes  thereto for the fiscal
year ended December 31, 2001 included in the Company's Registration Statement on
Form S-4, as amended.


Note 2 - Inventories

Inventories are summarized as follows:




                                       (UNAUDITED)    (AUDITED)
                                       SEPTEMBER 30  DECEMBER 31
                                           2002         2001
                                         --------     --------
                                                
Manufactured inventories:
  Finished goods and service parts       $  101.5     $   99.6
  Raw materials and work in process         110.3        111.4
                                         --------     --------
    Total manufactured inventories          211.8        211.0

Retail inventories                           29.1         35.8
                                         --------     --------
     Total inventories at FIFO              240.9        246.8

LIFO reserve                                (10.9)       (12.3)
                                         --------     --------
                                         $  230.0     $  234.5
                                         ========     ========



The cost of certain  manufactured  and retail  inventories  has been  determined
using the LIFO method.  At September  30, 2002 and December 31, 2001,  63 and 68
percent  of total  inventories,  respectively,  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 necessarily 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 3 - Restructuring Charges

The changes to the Company's restructuring accruals since December 31, 2001 are
as follows:



                                                                                Curtailment
                                                                                 Losses -
                                                                             Pension and Other
                                                                  Lease       Post-Employment
                                                 Severance      Impairment       Benefits         Total
                                                 ---------      ----------       --------         -----
                                                                                    
  NMHG Wholesale
   Balance at December 31, 2001                  $   5.3        $   ---        $      7.5       $   12.8
    Foreign currency effect                           .3            ---               ---             .3
    Payments                                        (3.3)           ---               ---           (3.3)
                                                 -------        -------        ----------       --------
   Balance at September 30, 2002                 $   2.3        $   ---        $      7.5       $    9.8
                                                 =======        =======        ==========       ========

  NMHG Retail
   Balance at December 31, 2001                  $   3.9        $    .4        $      ---       $    4.3
    Foreign currency effect                           .2            ---               ---             .2
    Payments                                        (1.5)           (.2)              ---           (1.7)
                                                 -------        -------        ----------       --------
   Balance at September 30, 2002                 $   2.6        $    .2        $      ---       $    2.8
                                                 =======        =======        ==========       ========


NMHG  Wholesale:   The  reserve  balance  at  NMHG  Wholesale  consists  of  two
restructuring programs: the 2001 closure of the Danville,  Illinois facility and
the restructuring of the European  wholesale  operations  initiated in 2001. The
Danville  program,  which  was  approved  and  accrued  in  December  2000,  was
essentially completed in 2001. In the first nine months of 2002, final severance
payments of $2.1 million  were made to 217  employees.  The reserve  balance for
curtailment  losses  relating  to  pension  and other  post-employment  benefits
relates  entirely to the closure of the  Danville  facility and will not be paid
until  employees  reach  retirement  age. In the first nine months of 2002, NMHG
Wholesale  recognized  a charge of  approximately  $1.9  million,  which had not
previously  been  accrued  and  is not  included  in the  table  above,  related
primarily to the costs of the idle  Danville  facility.  Cost savings  primarily
from reduced employee wages and benefits of  approximately  $9.0 million pre-tax
were  realized in the first nine months of 2002  related to this  program.  Cost
savings  primarily from reduced  employee wages and benefits are estimated to be
$2.9 million  pre-tax,  net of idle facility  costs,  for the remainder of 2002,
$11.4 million  pre-tax,  net of idle facility  costs,  in 2003 and $13.4 million
pre-tax annually thereafter,  as a result of anticipated improved  manufacturing
efficiencies and reduced fixed factory overhead.  Although a significant portion
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 impact on manufacturing efficiencies.

In 2001, NMHG Wholesale  recognized a restructuring charge of approximately $4.5
million  pre-tax for  severance  and other  employee  benefits to be paid to 285
direct and indirect  factory labor and  administrative  personnel in Europe.  Of
this amount,  $3.2 million remained unpaid as of December 31, 2001.  Payments of
$1.2  million  were made in the first nine months of 2002 to 58  employees.  The
majority  of the  headcount  reductions  were made by the end of the first  nine
months of 2002. Pursuant to local country requirements,  the remaining headcount
reductions  will be initiated in the fourth quarter of 2002, with the initiation
of severance payments  thereafter.  Cost savings primarily from reduced employee
wages and benefits of  approximately  $4.4 million  pre-tax were realized in the
first nine months of 2002 related to this program.  Cost savings  primarily from
reduced  employee  wages and benefits for the remainder of 2002 are estimated to
be $2.2 million pre-tax and $8.4 million pre-tax annually thereafter. 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 impact on manufacturing efficiencies.


NMHG Retail: NMHG Retail recognized a restructuring charge of approximately $4.7
million  pre-tax in 2001,  of which $0.4  million  relates to lease  termination
costs and $4.3 million  relates to severance and other  employee  benefits to be
paid to 138 service technicians, salesmen and administrative personnel at wholly
owned dealers in Europe.  During 2001,  severance  payments of $0.4 million were
made to approximately 40 employees.  In the first nine months of 2002, severance
payments of $1.5 million were




made to 87 employees.  A majority of the headcount  reductions  were made by the
end of the first half of 2002.  Cost savings  primarily  from  reduced  employee
wages,  employee benefits and lease costs of approximately  $1.9 million pre-tax
were  realized in the first nine months of 2002  related to this program and are
estimated to be $0.9  million  pre-tax for the  remainder of 2002.  Cost savings
primarily from reduced  employee  wages,  employee  benefits and lease costs are
estimated  to be $2.9 million  pre-tax  annually  beginning  in 2003.  Estimated
benefits  could be reduced by  additional  severance  payments,  if any, made to
employees above the statutory or contractually  required amount that was accrued
in 2001.


Note 4 - Accounting for Goodwill

On January 1, 2002,  the  Company  adopted  Statement  of  Financial  Accounting
Standards  ("SFAS")  No.  142,  "Goodwill  and Other  Intangible  Assets."  This
Statement establishes  accounting and reporting standards for goodwill and other
intangible  assets and  supersedes  APB  Opinion  No. 17,  "Intangible  Assets."
Goodwill  and other  intangibles  that have  indefinite  lives will no longer be
amortized,  but will be subject to annual impairment tests. All other intangible
assets will continue to be amortized over their  estimated  useful lives,  which
are no longer  limited  to 40 years.  Effective  January 1,  2002,  the  Company
discontinued amortization of its goodwill in accordance with this Statement. The
amortization  periods of the Company's other intangible  assets were not revised
as a result of the  adoption  of this  Statement.  Adjusted  net  income  (loss)
assuming the adoption of this Statement in the prior year, is as follows:




                                      THREE MONTHS ENDED    NINE MONTHS ENDED
                                         SEPTEMBER 30         SEPTEMBER 30
                                      -----------------     -----------------
                                       2002      2001        2002      2001
                                      -----     -------     ------    -------

                                                          
Reported net income (loss)            $ (.8)    $ (32.6)    $  2.3    $ (23.1)
Add back:  goodwill amortization        ---         3.2        ---        9.7
                                      -----     -------     ------    -------
Adjusted net income (loss)            $ (.8)    $ (29.4)    $  2.3    $ (13.4)
                                      =====     =======     ======    =======




In addition, this Statement requires goodwill to be tested for impairment at the
beginning of the fiscal year of adoption,  January 1, 2002 for the Company, and,
thereafter,  at least annually at a level of reporting  defined in the Statement
as a  "reporting  unit,"  using a  two-step  process.  The first  step  requires
comparison of the reporting  unit's fair market value to its carrying  value. If
the fair market  value of the  reporting  unit exceeds its  carrying  value,  no
further  analysis is  necessary  and goodwill is not  impaired.  If the carrying
value of the reporting unit exceeds its fair market value, then the second step,
as defined in the Statement,  must be completed.  The second step, if necessary,
requires the  determination  of the fair market value of each existing asset and
liability  of the  applicable  reporting  unit to enable the  derivation  of the
"implied"  fair market  value of  goodwill.  If the implied fair market value of
goodwill is less than the carrying  value of goodwill,  then an impairment  loss
must be recognized.

During the second quarter of 2002, the Company completed its impairment  testing
of goodwill as described above.  For each of the Company's  reporting units, the
fair market value of the reporting unit exceeded the reporting  unit's  carrying
value;  therefore,  there is no  goodwill  impairment  as of the  testing  date,
January 1, 2002.

The process to test goodwill for  impairment  included an allocation of goodwill
among the Company's  reporting  units. As a result of this  allocation  process,
goodwill that was previously reported in the Company's reportable segment,  NMHG
Retail, was reallocated to NMHG Wholesale. This reallocation was primarily based
on  an  analysis  of  the  synergy  benefits  that  arose  as a  result  of  the
acquisitions of the retail dealerships.  As a result,  goodwill of approximately
$40.3  million  that was  previously  reported in NMHG Retail is now reported in
NMHG Wholesale.






Following is a summary of the changes in goodwill during the first nine months
of 2002:



                                                  Carrying Amount of Goodwill
                                             ------------------------------------
                                               NMHG         NMHG        NMHG
                                             Wholesale     Retail    Consolidated
                                             ---------     ------    ------------
                                                             
Balance at December 31, 2001                 $  304.6     $  39.6     $  344.2
  Reclassification to other intangibles           ---        (1.8)        (1.8)
  Reallocation among segments                    40.3       (40.3)         ---
  Impairment of investment                       (1.6)        ---         (1.6)
  Foreign currency translation                    (.1)        2.5          2.4
                                             --------     -------     --------
Balance at September 30, 2002                $  343.2     $   ---     $  343.2
                                             ========     =======     ========



During 2002,  $1.8  million  that was  previously  preliminarily  classified  as
goodwill  relating  to  an  acquisition  of a  retail  dealership  in  2001  was
reclassified to other  intangibles.  Amortization of these  intangibles began in
the second  quarter of 2002.  Amortization  expense was $0.2 million in the nine
months ended September 30, 2002. Expected annual  amortization  expense of other
intangible  assets for the next five years is as follows:  $0.3 million in 2002,
$0.2 million in 2003,  $0.2 million in 2004,  $0.2 million 2005 and $0.2 million
in 2006.

During the third quarter of 2002, NMHG Wholesale recognized an impairment charge
of $1.6 million relating to the goodwill associated with the 2000 acquisition of
a 25 percent interest in a parts  distributor.  This investment is accounted for
using the equity method. As such, the impairment of the goodwill relating to the
investment  was  recognized in  accordance  with APB Opinion No. 18, "The Equity
Method  of  Accounting  for  Investments  in  Common  Stock,"  as an other  than
temporary  impairment in the value of the investment.  The impairment  charge is
recognized in the 2002  statement of operations on the line "income  (loss) from
unconsolidated affiliates."


Note 5 - Debt Financing

On May 9, 2002,  NMHG  replaced its primary  financing  agreement,  an unsecured
floating-rate  revolving  line of credit with  availability  of $350.0  million,
certain other lines of credit with  availability  of $28.6 million and a program
to sell accounts receivable in Europe, with the proceeds from the sale of $250.0
million of 10% unsecured  Senior Notes due 2009 and borrowings  under a secured,
floating-rate  revolving credit facility which expires in May 2005. The proceeds
from the  Senior  Notes were  reduced  by an  original  issue  discount  of $3.1
million.

The $250.0  million of 10% Senior Notes mature on May 15, 2009. The Senior Notes
are  senior  unsecured  obligations  of  NMHG  Holding  and  are  guaranteed  by
substantially all of NMHG's domestic  subsidiaries.  NMHG Holding 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.

Availability under the new revolving credit facility is up to $175.0 million and
is governed by a borrowing base derived from advance rates against the inventory
and accounts  receivable  of the  "borrowers."  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.  The
borrowers, as defined in the new revolving credit facility, include NMHG Holding
and certain domestic and foreign  subsidiaries of NMHG Holding.  Borrowings bear
interest  at a  floating  rate,  which can be  either a base  rate or LIBOR,  as
defined,  plus an applicable margin. The initial applicable  margins,  effective
through  September  30, 2002,  for base rate loans and LIBOR loans are 2.00% and
3.00%,  respectively.  The new revolving  credit facility also requires a fee of
0.5% per annum on the unused  commitment.  Subsequent to September 30, 2002, the
margins and unused commitment fee will be subject to quarterly  adjustment based
on a leverage ratio.

At  September  30,  2002,  the  borrowing  base under the new  revolving  credit
facility  was  $93.6  million,  which has been  reduced  by the  commitments  or
availability under certain foreign credit facilities and an excess  availability
requirement of $15.0 million.  Borrowings  outstanding  under this facility were
$22.0  million at September  30, 2002.  Therefore,  at September  30, 2002,  the
excess availability under the new revolving credit facility was $71.6 million.

The domestic floating rate of interest  applicable to this facility on September
30, 2002 was 5.61%,  including  the  applicable  floating  rate margin.  The new
revolving credit facility includes a subfacility for foreign borrowers



which can be  denominated  in British  pounds  sterling  or euros.  The  foreign
floating rate of interest  applicable to this  subfacility on September 30, 2002
was 6.96%,  including  the  applicable  floating  rate  margin.  Included in the
borrowing  capacity is a $15.0 million overdraft  facility  available to foreign
borrowers.  The initial applicable margin, effective through September 30, 2002,
for  overdraft  loans is 3.25% above the London base rate,  as defined.  The new
revolving  credit  facility  is  guaranteed  by  certain  domestic  and  foreign
subsidiaries of NMHG Holding and is secured by substantially  all of the assets,
other than property, plant and equipment, of the borrowers and guarantors,  both
domestic and foreign, under the facility.

The terms of the new revolving  credit  facility  provide that  availability  is
reduced by the  commitments or  availability  under a foreign credit facility of
the borrowers and certain foreign working capital  facilities.  A foreign credit
facility  commitment of approximately  U.S. $18.3 million on September 30, 2002,
denominated in Australian dollars,  reduced the amount of availability under the
new revolving credit facility. In addition, availability under the new revolving
credit  facility  was  reduced by $5.5  million for a working  capital  facility
denominated  in Chinese yuan. If the  commitments  or  availability  under these
facilities are increased,  availability  under the new revolving credit facility
will be reduced.  The $93.6  million of borrowing  base  capacity  under the new
revolving  credit facility at September 30, 2002 reflected  reductions for these
foreign credit facilities.

Both the new  revolving  credit  facility and terms of the Senior Notes  include
restrictive  covenants which, among other things, limit the payment of dividends
to NACCO.  The new 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. The borrowers must maintain aggregate excess  availability
under the new revolving credit facility of at least $15.0 million.

NMHG  paid  financing  fees  of  approximately  $15.1  million  related  to this
refinancing.  These  fees were  deferred  and are being  amortized  as  interest
expense in the  statement of  operations  over the  respective  terms of the new
financing facilities.

As a  result  of  the  refinancing  of  NMHG's  floating-rate  revolving  credit
facility,  NMHG  terminated  all of its interest rate swap  agreements  with all
related  cash  outflows  occurring  during  the  third  quarter  of  2002.  NMHG
terminated  interest rate swap agreements with a total notional amount of $285.0
million and a total net payable balance of $11.5 million at the respective dates
of termination.  Prior to the  refinancing,  however,  certain of these interest
rate swap agreements qualified for hedge accounting treatment in accordance with
SFAS No. 133, "Accounting for Derivative Instruments and Hedging Activities," as
amended. As such, the mark-to-market of these interest rate swap agreements were
previously  recognized  as a component of other  comprehensive  income (loss) in
stockholder's equity.

Prior  to the  cessation  of hedge  accounting  resulting  from the May 9,  2002
refinancing,  the  balance  in other  comprehensive  income  (loss)  for  NMHG's
interest rate swap agreements that qualified for hedge  accounting was a pre-tax
loss of $4.2 million ($2.6 million  after-tax).  This balance is being amortized
into the  statement  of  operations  over the  original  remaining  lives of the
terminated  interest rate swap  agreements in accordance  with the provisions in
SFAS No.  133, as  amended.  The amount of  amortization  of  accumulated  other
comprehensive income included in the statement of operations on the line "losses
on  interest  rate swap  agreements"  during  the three  and nine  months  ended
September  30,  2002 was a pre-tax  expense of $0.8  million  and $1.7  million,
respectively.

The mark-to-market of the interest rate swap agreements that was included in the
statement of  operations  during the three and nine months ended  September  30,
2002 because these  derivatives did not qualify for hedge  accounting  treatment
during  that  period  was  an  expense  of  $1.3   million  and  $3.2   million,
respectively,  and is  included  on the  line,  "losses  on  interest  rate swap
agreements."







Note  6  -  Condensed   Consolidating   Guarantor  and  Non-Guarantor  Financial
Information

The  following  tables  set  forth the  condensed  consolidating  statements  of
operations  and cash  flows for each of the three and nine month  periods  ended
September 30, 2002 and 2001 and the condensed consolidating balance sheets as of
September 30, 2002 and December 31, 2001. The following  information is included
as a result of the  guarantee  of the Senior  Notes (as  discussed in Note 5) 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 STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2002
                                  (In millions)



                                      NMHG      Guarantor    Non-Guarantor    Consolidating    NMHG
                                    Holding     Companies      Companies      Eliminations  Consolidated
                                    -------     ---------      ---------      ------------  ------------
                                                                             
Revenues                            $ ---       $  241.5       $  193.4       $ (49.3)      $  385.6

Cost of sales                         ---          201.4          162.7         (49.3)         314.8
All other operating expenses          ---           31.5           26.2           ---           57.7
                                    -----       --------       --------       -------       --------

Operating profit                      ---            8.6            4.5           ---           13.1

Interest expense                      (.1)          (8.7)          (1.6)          ---          (10.4)
Other expenses                        ---           (2.0)           (.4)          ---           (2.4)
                                    -----       --------       --------       -------       --------

Income (loss) before
   income taxes, minority
   interest and equity in
   unconsolidated affiliates          (.1)          (2.1)           2.5           ---             .3

Income tax expense (benefit)          ---            1.0           (1.7)          ---            (.7)

Minority interest income              ---            ---             .4           ---             .4

Equity in income (loss) of
   unconsolidated affiliates          (.7)           2.4           (1.5)         (2.4)          (2.2)
                                    -----       --------       --------       -------       --------

Net income (loss)                   $ (.8)      $    (.7)      $    3.1       $  (2.4)      $    (.8)
                                    =====       ========       ========       =======       ========












            UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001
                                  (In millions)





                                         NMHG        Guarantor    Non-Guarantor   Consolidating     NMHG
                                       Holding       Companies      Companies      Eliminations  Consolidated
                                       -------       ---------      ---------      ------------  ------------
                                                                                  
Revenues                               $   ---       $  226.0       $  166.7       $ (32.6)      $  360.1

Cost of sales                              ---          207.1          146.9         (34.8)         319.2
Restructuring charges                      ---            ---            8.3           ---            8.3
All other operating expenses               ---           34.8           34.5           ---           69.3
                                       -------       --------       --------       -------       --------

Operating profit (loss)                    ---          (15.9)         (23.0)          2.2          (36.7)

Interest expense                           (.2)          (2.8)          (2.4)          ---           (5.4)
Other expenses                             ---           (2.8)           ---           ---           (2.8)
                                       -------       --------       --------       -------       --------

Income (loss) before income
   taxes, minority interest and
   equity in unconsolidated
   affiliates                              (.2)         (21.5)         (25.4)          2.2          (44.9)

Income tax expense (benefit)               (.1)            .5          (11.7)          ---          (11.3)

Minority interest income                   ---            ---             .2           ---             .2


Equity in income (loss) of
   unconsolidated affiliates             (32.5)         (12.7)           ---          46.0             .8
                                       -------       --------       --------       -------       --------
Net income (loss)                      $ (32.6)      $  (34.7)      $  (13.5)      $  48.2       $  (32.6)
                                       =======       ========       ========       =======       ========











            UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
                                  (In millions)




                                        NMHG        Guarantor    Non-Guarantor  Consolidating      NMHG
                                       Holding      Companies      Companies    Eliminations    Consolidated
                                       -------      ---------      ---------    ------------    ------------
                                                                                  
Revenues                               $  ---       $  728.9       $  555.7       $ (138.5)      $  1,146.1

Cost of sales                             ---          615.7          467.9         (138.5)           945.1
All other operating expenses              ---           93.2           77.7            ---            170.9
                                       ------       --------       --------       --------       ----------

Operating profit                          ---           20.0           10.1            ---             30.1

Interest expense                         (3.7)         (16.9)          (3.9)           ---            (24.5)
Other expenses                            ---           (3.0)          (2.4)           ---             (5.4)
                                       ------       --------       --------       --------       ----------

Income (loss) before income
   taxes, minority interest and
   equity in unconsolidated
   affiliates                            (3.7)            .1            3.8            ---               .2

Income tax benefit                       (1.4)           (.8)           (.1)           ---             (2.3)

Minority interest income                  ---            ---             .9            ---               .9

Equity in income (loss) of
   unconsolidated affiliates              4.6            3.7           (1.5)          (7.9)            (1.1)
                                       ------       --------       --------       --------       ----------

Net income (loss)                      $  2.3       $    4.6       $    3.3       $   (7.9)      $      2.3
                                       ======       ========       ========       ========       ==========











            UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                                  (In millions)



                                        NMHG         Guarantor    Non-Guarantor    Consolidating     NMHG
                                       Holding       Companies      Companies      Eliminations   Consolidated
                                       -------       ---------      ---------      ------------   ------------
                                                                                   
Revenues                               $   ---       $  858.2       $  570.6       $ (128.4)      $  1,300.4

Cost of sales                              ---          745.8          484.1         (131.2)         1,098.7
Restructuring charges                      ---            ---            8.3            ---              8.3
All other operating expenses               ---          106.9           99.2            ---            206.1
                                       -------       --------       --------       --------       ----------

Operating profit (loss)                    ---            5.5          (21.0)           2.8            (12.7)

Interest expense                           (.7)          (9.7)          (6.2)           ---            (16.6)
Other income                               ---            1.3             .8            ---              2.1
                                       -------       --------       --------       --------       ----------

Income (loss) before income
   taxes, minority interest and
   equity in unconsolidated
   affiliates                              (.7)          (2.9)         (26.4)           2.8            (27.2)

Income tax expense (benefit)               (.3)          10.6          (12.4)           ---             (2.1)

Minority interest income                   ---             --             .6            ---               .6

Equity in income (loss) of
   unconsolidated affiliates             (22.7)         (11.2)           ---           36.6              2.7
                                       -------       --------       --------       --------       ----------

Income (loss) before
   cumulative effect of
   accounting changes                    (23.1)         (24.7)         (13.4)          39.4            (21.8)

Cumulative effect of
   accounting changes                      ---            (.8)           (.5)           ---             (1.3)
                                       -------       --------       --------       --------       ----------

Net income (loss)                      $ (23.1)      $  (25.5)      $  (13.9)      $   39.4       $    (23.1)
                                       =======       ========       ========       ========       ==========











                 UNAUDITED CONDENSED CONSOLIDATING BALANCE SHEET
                            AS OF SEPTEMBER 30, 2002
                                  (In millions)



                                                   NMHG         Guarantor     Non-Guarantor  Consolidating     NMHG
                                                  Holding       Companies       Companies     Eliminations   Consolidated
                                                  -------       ---------       ---------     ------------   ------------

                                                                                              
Cash and cash equivalents                         $    ---      $      5.6      $   21.9      $    ---       $     27.5
Accounts and notes receivable, net                   277.4           109.0         163.3        (353.8)           195.9
Inventories                                            ---           126.0         104.1           (.1)           230.0
Other current assets                                   3.8            34.1          11.4          (1.1)            48.2
                                                  --------      ----------      --------      --------       ----------
  Total current assets                               281.2           274.7         300.7        (355.0)           501.6

Property, plant and equipment, net                     ---           151.3         109.6           ---            260.9
Goodwill, net                                          ---           307.3          35.9           ---            343.2
Other non-current assets                             375.0           312.4          19.2        (640.4)            66.2
                                                  --------      ----------      --------      --------       ----------
Total Assets                                      $  656.2      $  1,045.7      $  465.4      $ (995.4)      $  1,171.9
                                                  ========      ==========      ========      ========       ==========
Accounts and intercompany notes
   payable                                        $    ---      $    395.9      $  122.0      $ (341.0)      $    176.9
Other current liabilities                             26.9           118.1          97.8         (17.4)           225.4
                                                  --------      ----------      --------      --------       ----------
  Total current liabilities                           26.9           514.0         219.8        (358.4)           402.3

Long-term debt                                       247.0             8.4          17.0           ---            272.4
Other long-term liabilities                             .1           102.0          27.0         (14.1)           115.0

Stockholder's equity                                 382.2           421.3         201.6        (622.9)           382.2
                                                  --------      ----------      --------      --------       ----------
Total liabilities and stockholder's equity        $  656.2      $  1,045.7      $  465.4      $ (995.4)      $  1,171.9
                                                  ========      ==========      ========      ========       ==========












                  AUDITED CONDENSED CONSOLIDATING BALANCE SHEET
                             AS OF DECEMBER 31, 2001
                                  (In millions)




                                                   NMHG         Guarantor     Non-Guarantor   Consolidating       NMHG
                                                  Holding       Companies       Companies     Eliminations     Consolidated
                                                  -------       ---------       ---------     ------------     ------------
                                                                                                
Cash and cash equivalents                         $    ---      $     21.9      $   37.7      $      ---       $     59.6
Accounts and notes receivable, net                     ---           211.9         225.8          (272.1)           165.6
Inventories                                            ---           136.9          97.8             (.2)           234.5
Other current assets                                   2.6            55.4          10.2             ---             68.2
                                                  --------      ----------      --------      ----------       ----------
  Total current assets                                 2.6           426.1         371.5          (272.3)           527.9

Property, plant and equipment, net                     ---           163.0         118.0             (.5)           280.5
Goodwill, net                                          ---           307.3          36.9             ---            344.2
Other non-current assets                             476.7           360.3          31.6          (816.1)            52.5
                                                  --------      ----------      --------      ----------       ----------
Total Assets                                      $  479.3      $  1,256.7      $  558.0      $ (1,088.9)      $  1,205.1
                                                  ========      ==========      ========      ==========       ==========

Accounts and intercompany notes
   payable                                        $   96.3      $    154.4      $  200.7      $   (274.7)      $    176.7
Other current liabilities                               .9           391.8         109.5            (1.0)           501.2
                                                  --------      ----------      --------      ----------       ----------
  Total current liabilities                           97.2           546.2         310.2          (275.7)           677.9

Long-term debt                                         ---             3.2          24.5             ---             27.7
Other long-term liabilities                             .1            95.0          28.1            (5.7)           117.5

Stockholder's equity                                 382.0           612.3         195.2          (807.5)           382.0
                                                  --------      ----------      --------      ----------       ----------
Total liabilities and stockholder's equity        $  479.3      $  1,256.7      $  558.0      $ (1,088.9)      $  1,205.1
                                                  ========      ==========      ========      ==========       ==========











            UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2002
                                  (In millions)



                                                         NMHG          Guarantor    Non-Guarantor  Consolidating      NMHG
                                                        Holding        Companies      Companies     Eliminations   Consolidated
                                                        -------        ---------      ---------     ------------   ------------
                                                                                                    
Net cash provided by (used for) operating
   activities                                           $   (3.7)      $   38.3       $  (3.9)      $     .2       $   30.9

Investing activities
  Expenditures for property, plant and equipment             ---           (7.3)         (4.3)           (.5)         (12.1)
  Proceeds from the sale of property, plant and
     equipment                                               ---             .9           1.9            ---            2.8
  Other-net                                                132.7             .7           ---         (132.7)            .7
                                                        --------       --------       -------       --------       --------
    Net cash provided by (used for) investing
     activities                                            132.7           (5.7)         (2.4)        (133.2)          (8.6)

Financing activities
  Additions to long-term debt and revolving
     credit agreements                                     263.9           12.3          12.3            ---          288.5
  Reductions of long-term debt and revolving
     credit agreements                                       ---         (279.3)        (27.7)           ---         (307.0)
  Notes receivable/payable, affiliates                    (362.8)         351.1           3.4             .3           (8.0)
  Other-net                                                (30.1)        (132.7)          ---          132.7          (30.1)
                                                        --------       --------       -------       --------       --------
    Net cash provided by (used for) financing
     activities                                           (129.0)         (48.6)        (12.0)         133.0          (56.6)

Effect of exchange rate changes on cash                      ---            (.3)          2.5            ---            2.2
                                                        --------       --------       -------       --------       --------

Cash and cash equivalents
Decrease for the period                                      ---          (16.3)        (15.8)           ---          (32.1)
Balance at the beginning of the period                       ---           21.9          37.7            ---           59.6
                                                        --------       --------       -------       --------       --------
Balance at the end of the period                        $    ---       $    5.6       $  21.9       $    ---       $   27.5
                                                        ========       ========       =======       ========       ========









            UNAUDITED CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001
                                  (In millions)



                                                         NMHG        Guarantor   Non-Guarantor  Consolidating     NMHG
                                                        Holding      Companies     Companies     Eliminations  Consolidated
                                                        -------      ---------     ---------     ------------  ------------
                                                                                                  
Net cash provided by (used for) operating
   activities                                           $ (1.3)      $  (2.0)      $   9.1       $   .4          $   6.2

Investing activities
  Expenditures for property, plant and equipment           ---         (28.1)        (16.3)         1.7            (42.7)
  Proceeds from the sale of property, plant and
     equipment                                             ---           2.1           2.4          ---              4.5
  Other-net                                                3.8            .2          (6.6)        (3.8)            (6.4)
                                                        ------       -------       -------       ------          -------
    Net cash provided by (used for) investing
     activities                                            3.8         (25.8)        (20.5)        (2.1)           (44.6)

Financing activities
  Additions to long-term debt and revolving
     credit agreements                                     ---          68.0          13.9          ---             81.9
  Reductions of long-term debt and revolving
     credit agreements                                     ---          (9.5)        (22.5)         ---            (32.0)
  Notes receivable/payable, affiliates                     1.3         (25.2)         25.4         (1.7)             (.2)
  Other-net                                               (3.8)         (3.6)          ---          3.4             (4.0)
                                                        ------       -------       -------       ------          -------
    Net cash provided by (used for) financing
     activities                                           (2.5)         29.7          16.8          1.7             45.7

Effect of exchange rate changes on cash                    ---           ---           ---          ---              ---
                                                        ------       -------       -------       ------          -------

Cash and cash equivalents
Increase for the period                                    ---           1.9           5.4          ---              7.3
Balance at the beginning of the period                     ---           2.8          21.6          ---             24.4
                                                        ------       -------       -------       ------          -------
Balance at the end of the period                        $  ---       $   4.7       $  27.0       $  ---          $  31.7
                                                        ======       =======       =======       ======          =======








Note 7 - 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          NINE MONTHS ENDED
                                                         SEPTEMBER 30               SEPTEMBER 30
                                                   ---------------------     --------------------------
                                                     2002         2001          2002            2001
                                                   --------     --------     ----------     -----------
                                                                                
 REVENUES FROM EXTERNAL CUSTOMERS
     NMHG Wholesale                                $  342.3     $  314.4     $  1,017.2     $   1,149.3
     NMHG Retail                                       59.7         74.6          174.5           228.2
     NMHG Eliminations                                (16.4)       (28.9)         (45.6)          (77.1)
                                                   --------     --------     ----------     -----------
   NMHG Consolidated                               $  385.6     $  360.1     $  1,146.1     $   1,300.4
                                                   ========     ========     ==========     ===========

 GROSS PROFIT
     NMHG Wholesale                                $   56.4     $   27.8     $    162.8     $     154.4
     NMHG Retail                                       13.5         12.0           36.4            44.0
     NMHG Eliminations                                   .9          1.1            1.8             3.3
                                                   --------     --------     ----------     -----------
   NMHG Consolidated                               $   70.8     $   40.9     $    201.0     $     201.7
                                                   ========     ========     ==========     ===========

 SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
     NMHG Wholesale                                $   43.5     $   42.1     $    130.3     $     132.7
     NMHG Retail                                       14.6         24.1           41.6            64.3
     NMHG Eliminations                                  (.4)         (.1)          (1.0)            (.6)
                                                   --------     --------     ----------     -----------
   NMHG Consolidated                               $   57.7     $   66.1     $    170.9     $     196.4
                                                   ========     ========     ==========     ===========

 AMORTIZATION OF GOODWILL*
     NMHG Wholesale                                $    ---      $   2.9     $      ---     $       8.7
     NMHG Retail                                        ---           .3            ---             1.0
                                                   --------     --------     ----------     -----------
   NMHG Consolidated                               $    ---      $   3.2     $      ---     $       9.7
                                                   ========     ========     ==========     ===========

OPERATING PROFIT (LOSS)
    NMHG Wholesale                                 $   12.9     $  (20.8)    $     32.5     $       9.4
    NMHG Retail                                        (1.1)       (17.1)          (5.2)          (26.0)
    NMHG Eliminations                                   1.3          1.2            2.8             3.9
                                                   --------     --------     ----------     -----------
  NMHG Consolidated                                $   13.1     $  (36.7)    $     30.1     $     (12.7)
                                                   ========     ========     ==========     ===========

OPERATING PROFIT (LOSS) EXCLUDING
GOODWILL AMORTIZATION
    NMHG Wholesale                                 $   12.9     $  (17.9)    $     32.5     $      18.1
    NMHG Retail                                        (1.1)       (16.8)          (5.2)          (25.0)
    NMHG Eliminations                                   1.3          1.2            2.8             3.9
                                                   --------     --------     ----------     -----------
  NMHG Consolidated                                $   13.1     $  (33.5)    $     30.1     $      (3.0)
                                                   ========     ========     ==========     ===========



* Amortization of goodwill is not recognized in 2002 as a result of the adoption
of SFAS No. 142 on January 1, 2002. See Note 4 for further discussion.







                                                     THREE MONTHS ENDED      NINE MONTHS ENDED
                                                        SEPTEMBER 30            SEPTEMBER 30
                                                    -------------------     -------------------
                                                      2002       2001         2002        2001
                                                    -------     -------     -------     -------
                                                                            
INTEREST EXPENSE
    NMHG Wholesale                                  $  (8.1)    $  (2.8)    $ (18.3)    $  (8.8)
    NMHG Retail                                         (.8)       (1.6)       (2.5)       (4.2)
    NMHG Eliminations                                  (1.5)       (1.0)       (3.7)       (3.6)
                                                    -------     -------     -------     -------
 NMHG Consolidated                                  $ (10.4)    $  (5.4)    $ (24.5)    $ (16.6)
                                                    =======     =======     =======     =======

 INTEREST INCOME
   NMHG Wholesale                                   $    .4     $   1.1     $   1.6     $   2.9
   NMHG Retail                                          ---         ---         ---          .1
                                                    -------     -------     -------     -------
 NMHG Consolidated                                  $    .4     $   1.1     $   1.6     $   3.0
                                                    =======     =======     =======     =======

OTHER-NET, INCOME (EXPENSE), EXCLUDING INTEREST
INCOME
   NMHG Wholesale                                   $  (4.9)    $  (3.4)    $  (7.0)    $   1.5
   NMHG Retail                                          (.1)         .3        (1.1)         .3
                                                    -------     -------     -------     -------
 NMHG Consolidated                                  $  (5.0)    $  (3.1)    $  (8.1)    $   1.8
                                                    =======     =======     =======     =======

 INCOME TAX PROVISION (BENEFIT)
     NMHG Wholesale                                 $   (.1)    $  (6.0)    $    .8     $   6.7
     NMHG Retail                                         .4        (5.2)       (1.8)       (8.8)
     NMHG Eliminations                                 (1.0)        (.1)       (1.3)        ---
                                                    -------     -------     -------     -------
 NMHG Consolidated                                  $   (.7)    $ (11.3)    $  (2.3)    $  (2.1)
                                                    =======     =======     =======     =======
 NET INCOME (LOSS)
     NMHG Wholesale                                 $    .8     $ (19.7)    $   8.9     $  (2.4)
     NMHG Retail                                       (2.4)      (13.2)       (7.0)      (21.0)
     NMHG Eliminations                                   .8          .3          .4          .3
                                                    -------     -------     -------     -------
 NMHG Consolidated                                  $   (.8)    $ (32.6)    $   2.3     $ (23.1)
                                                    =======     =======     =======     =======
 DEPRECIATION AND AMORTIZATION
 EXPENSE
     NMHG Wholesale                                 $   7.4     $  11.1     $  22.6     $  33.3
     NMHG Retail                                        3.0         3.9         8.5        10.8
                                                    -------     -------     -------     -------
 NMHG Consolidated                                  $  10.4     $  15.0     $  31.1     $  44.1
                                                    =======     =======     =======     =======

 CAPITAL EXPENDITURES
     NMHG Wholesale                                 $   1.9     $  14.7     $   9.7     $  36.2
     NMHG Retail                                        1.1         2.6         2.4         6.5
                                                    -------     -------     -------     -------
 NMHG Consolidated                                  $   3.0     $  17.3     $  12.1     $  42.7
                                                    =======     =======     =======     =======






                                                  SEPTEMBER 30    DECEMBER 31
                                                      2002           2001
                                                   ----------     ----------
                                                            
TOTAL ASSETS
    NMHG Wholesale                                 $  1,048.3     $  1,164.9
    NMHG Retail                                         187.0          215.6
    NMHG Holding/Eliminations                           (63.4)        (175.4)
                                                   ----------     ----------
  NMHG Consolidated                                $  1,171.9     $  1,205.1
                                                   ==========     ==========



NACCO charges fees to its operating  subsidiaries,  including  NMHG. The amounts
charged to NMHG were $1.7  million and $5.2 million for the three and nine month
periods ended September 30, 2002, respectively.  This compares with $1.9 million
and $5.7 million for the three and nine month periods ended  September 30, 2001,
respectively.








Note 8 - Accounting Standards Not Yet Adopted

In April 2002, the FASB issued SFAS No. 145,  "Rescission of FASB Statements No.
4, 44 and 64,  Amendment of FASB  Statement No. 13, and Technical  Corrections."
SFAS  No.  145  requires  gains  and  losses  on  extinguishments  of debt to be
reclassified  as  income  or loss  from  continuing  operations  rather  than as
extraordinary  items as previously  required by SFAS No. 4, "Reporting Gains and
Losses  from  Extinguishment  of Debt."  SFAS No. 145 also amends SFAS No. 13 to
require certain  modifications to capital leases to be treated as sale-leaseback
transactions  and modifies the accounting for subleases when the original lessee
remains a secondary obligor,  or guarantor.  SFAS No.145 also rescinded SFAS No.
44, which  addressed the accounting for intangible  assets of motor carriers and
made numerous technical corrections.

The  provisions  of SFAS No.  145  related to the  rescission  of SFAS No. 4 are
effective for fiscal years  beginning  after May 15, 2002,  with  restatement of
prior  periods  for any  gain or loss on the  extinguishment  of debt  that  was
classified  as an  extraordinary  item  in  prior  periods,  as  necessary.  The
remaining  provisions  of  SFAS  No.  145 are  effective  for  transactions  and
reporting  subsequent to May 15, 2002. The adoption of SFAS No. 145 did not have
a material impact to the Company's financial position or results of operations.

In June 2002,  the FASB issued SFAS No.  146,  "Accounting  for Exit or Disposal
Activities". SFAS No. 146 is effective for exit or disposal activities initiated
after  December 31, 2002.  SFAS No. 146 requires that  liabilities  for one-time
termination benefits that will be incurred over future service periods should be
measured at the fair value as of the  termination  date and recognized  over the
future service period. This statement also requires that liabilities  associated
with disposal  activities  should be recorded when incurred.  These  liabilities
should be adjusted for subsequent changes resulting from revisions to either the
timing  or  amount  of  estimated   cash  flows,   discounted  at  the  original
credit-adjusted  risk-free rate. Interest on the liability would be accreted and
charged  to  expense  as an  operating  item.  The  Company  does not expect the
adoption of this statement to have a material impact to the Company's  financial
position or results of operations.







                  Item 2 - Management's Discussion and Analysis
                of Financial Condition and Results of Operations
                          (Tabular Amounts in Millions)

==========================================
Critical Accounting Policies and Estimates
==========================================

Please refer to the discussion of the Company's Critical Accounting Policies and
Estimates  as  disclosed  on pages 26 through 28 in the  Company's  Registration
Statement on Form S-4, as amended.  In addition to those  policies and estimates
set forth in the Registration Statement, as a result of the adoption of SFAS No.
142, as discussed in Note 4 to the Unaudited  Condensed  Consolidated  Financial
Statements in this Form 10-Q,  the Company also considers the accounting for its
goodwill,  which  is a  significant  asset  to  the  Company,  to be a  critical
accounting  policy.  Changes  in  management's  judgments  and  estimates  could
significantly  affect the Company's  analysis of the impairment of goodwill.  To
test  goodwill  for  impairment,  the Company is  required to estimate  the fair
market value of each of its reporting units. Using management judgments, a model
was  developed to estimate the fair market value of the  reporting  units.  This
fair market  value model  incorporated  the  Company's  estimates of future cash
flows,  estimated  allocations of certain assets and cash flows among  reporting
units,  estimates of future growth rates and management's judgment regarding the
applicable discount rates to use to discount those estimated cash flows. Changes
to these  judgments  and  estimates  could result in a  significantly  different
estimate of the fair market value of the  reporting  units which could result in
an impairment of goodwill.

================
FINANCIAL REVIEW
================

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




                                                THREE MONTHS                  NINE MONTHS
                                          -----------------------     -------------------------
                                            2002          2001           2002           2001
                                          --------     ----------     ----------     ----------
                                                                         
Revenues
    Wholesale
      Americas                            $  229.4     $    216.4     $    695.3     $    824.0
      Europe, Africa and Middle East          95.0           79.3          271.8          273.5
      Asia-Pacific                            17.9           18.7           50.1           51.8
                                          --------     ----------     ----------     ----------
                                             342.3          314.4        1,017.2        1,149.3
                                          --------     ----------     ----------     ----------
    Retail (net of eliminations)
      Americas                                 6.4            6.6           20.4           24.0
      Europe, Africa and Middle East          15.7           21.6           48.0           71.9
      Asia-Pacific                            21.2           17.5           60.5           55.2
                                          --------     ----------     ----------     ----------
                                              43.3           45.7          128.9          151.1
                                          --------     ----------     ----------     ----------
      NMHG Consolidated                   $  385.6     $    360.1     $  1,146.1     $  1,300.4
                                          ========     ==========     ==========     ==========

Operating profit (loss)
    Wholesale
      Americas                            $   13.7     $    (11.5)    $     34.5     $     19.4
      Europe, Africa and Middle East           (.6)          (8.5)          (1.6)          (8.2)
      Asia-Pacific                             (.2)           (.8)           (.4)          (1.8)
                                          --------     ----------     ----------     ----------
                                              12.9          (20.8)          32.5            9.4
                                          --------     ----------     ----------     ----------
    Retail (net of eliminations)
      Americas                                (1.2)           (.3)          (1.4)          (1.3)
      Europe, Africa and Middle East           (.2)         (16.6)            .8          (24.3)
      Asia-Pacific                             1.6            1.0           (1.8)           3.5
                                          --------     ----------     ----------     ----------
                                                .2          (15.9)          (2.4)         (22.1)
                                          --------     ----------     ----------     ----------
      NMHG Consolidated                   $   13.1     $    (36.7)    $     30.1     $    (12.7)
                                          ========     ==========     ==========     ==========







FINANCIAL REVIEW - continued




                                              THREE MONTHS                NINE MONTHS
                                          --------------------      ---------------------
                                            2002         2001         2002          2001
                                          -------      -------      --------      -------
                                                                      
Operating profit (loss) excluding
goodwill amortization
    Wholesale
      Americas                            $  13.7      $  (9.5)     $   34.5      $  25.3
      Europe, Africa and Middle East          (.6)        (7.6)         (1.6)        (5.6)
      Asia-Pacific                            (.2)         (.8)          (.4)        (1.6)
                                          -------      -------      --------      -------
                                             12.9        (17.9)         32.5         18.1
                                          -------      -------      --------      -------
    Retail (net of eliminations)
      Americas                               (1.2)         (.2)         (1.4)        (1.0)
      Europe, Africa and Middle East          (.2)       (16.5)           .8        (24.0)
      Asia-Pacific                            1.6          1.1          (1.8)         3.9
                                          -------      -------      --------      -------
                                               .2        (15.6)         (2.4)       (21.1)
                                          -------      -------      --------      -------
      NMHG Consolidated                   $  13.1      $ (33.5)     $   30.1      $  (3.0)
                                          =======      =======      ========      =======

Interest expense
    Wholesale                             $  (8.1)     $  (2.8)     $  (18.3)     $  (8.8)
    Retail (net of eliminations)             (2.3)        (2.6)         (6.2)        (7.8)
                                          -------      -------      --------      -------
      NMHG Consolidated                   $ (10.4)     $  (5.4)     $  (24.5)     $ (16.6)
                                          =======      =======      ========      =======

Other-net
    Wholesale                             $  (4.5)     $  (2.3)     $   (5.4)     $   4.4
    Retail (net of eliminations)              (.1)          .3          (1.1)          .4
                                          -------      -------      --------      -------
      NMHG Consolidated                   $  (4.6)     $  (2.0)     $   (6.5)     $   4.8
                                          =======      =======      ========      =======

Net income (loss)
    Wholesale                             $    .8      $ (19.7)     $    8.9      $  (2.4)
    Retail (net of eliminations)             (1.6)       (12.9)         (6.6)       (20.7)
                                          -------      -------      --------      -------
      NMHG Consolidated                   $   (.8)     $ (32.6)     $    2.3      $ (23.1)
                                          =======      =======      ========      =======
Effective tax rate
    Wholesale                              See (a)        23.2%         9.1%       See (a)
    Retail (including eliminations)          27.3%        29.1%        32.0%         29.8%
      NMHG Consolidated                      36.8%        25.6%      See (a)       See (a)

(a)  The effective tax rate is not meaningful.



In the third quarter of 2002,  NMHG  Wholesale  recognized a tax benefit of $0.1
million on a  relatively  small  amount of  pre-tax  income  primarily  due to a
true-up in the estimated  effective tax rate for the nine months ended September
30, 2002. The effective tax rate for the nine months ended September 30, 2002 is
9.1 percent for NMHG Wholesale and is not meaningful for NMHG  Consolidated  due
to a $1.9 million tax benefit recognized in the first quarter of 2002 related to
the  recognition  of  previously  generated  losses  in China,  combined  with a
relatively low level of pre-tax  income in the first nine months of 2002.  These
factors  resulted in a net tax benefit for NMHG  Consolidated  that  exceeds the
pre-tax loss.  For the nine months ended  September 30, 2001,  the effective tax
rate for NMHG Wholesale and NMHG Consolidated is not meaningful. The tax benefit
on the pre-tax loss in the first nine months of 2001 is offset by  nondeductible
goodwill  amortization  and other  nondeductible  items creating a tax provision
instead of a tax benefit on the NMHG Consolidated pre-tax loss.







FINANCIAL REVIEW - continued

Third Quarter of 2002 Compared with Third Quarter of 2001

NMHG  Wholesale:  Revenues  increased to $342.3  million in the third quarter of
2002, an increase of 9 percent from $314.4 million in the third quarter of 2001.
The  increase in revenues was due  primarily  to  increased  unit volumes in the
Americas and Europe,  favorable  currency movements in Europe and a shift in mix
to higher-priced  units.  Unit shipments  increased 6 percent to 15,299 units in
the third  quarter of 2002 as compared with 14,452 units in the third quarter of
2001.

Operating profit increased to $12.9 million in the third quarter of 2002 from an
operating loss of $20.8 million in the third quarter of 2001.  Operating  profit
improved primarily due to (i) lower manufacturing costs driven by the completion
of the Danville  restructuring  program in the fourth quarter of 2001 and global
procurement  and  cost  control  programs,  (ii)  a  favorable  shift  in mix to
higher-margin lift trucks, (iii) a non-comparable  restructuring expense of $3.6
million  recognized  in the third  quarter of 2001 for a European  restructuring
program and (iv) the elimination of goodwill  amortization of $2.9 million.  See
Note 3 and Note 4 to the Unaudited Condensed  Consolidated  Financial Statements
in this Form 10-Q for a discussion of the NMHG Wholesale  restructuring programs
and the adoption of SFAS No. 142, respectively.

Net income of $0.8  million for the third  quarter of 2002  improved  from a net
loss of $19.7 million in the third quarter of 2001 due to the factors  affecting
operating profit. These improvements were partially offset by increased interest
expense, the negative effect of interest rate swap agreements,  the amortization
of deferred  financing fees and a $1.9 million  after-tax  impairment of certain
investments in unconsolidated affiliates.

Both the increase in interest rates and the  amortization of deferred  financing
fees relate to the refinancing of NMHG's debt during the second quarter of 2002,
which is discussed  further in the  Liquidity and Capital  Resources  section of
this Form 10-Q.

The worldwide backlog level increased to 18,700 units at September 30, 2002 from
14,400  units at  September  30, 2001 and 17,500  units at the end of the second
quarter of 2002 primarily due to an increase in demand.


NMHG Retail (net of  eliminations):  Revenues  decreased to $43.3 million in the
third  quarter of 2002 from $45.7  million  in the third  quarter of 2001.  This
decrease is primarily due to the sale of certain European retail  dealerships in
the fourth quarter of 2001 (the "sold  operations"),  which were included in the
results for the third  quarter of 2001,  partially  offset by  increased  rental
revenues in Asia-Pacific. Revenues generated in the third quarter of 2001 by the
sold operations were $5.7 million, net of intercompany eliminations.

Operating  profit  increased to $0.2  million  from an  operating  loss of $15.9
million in the third quarter of 2001. The operating loss in the third quarter of
2001 included several special adjustments, primarily in Europe, including a $4.7
million  restructuring  charge for  downsizing  retail  operations in Europe and
charges of approximately  $7.6 million to establish full accounting  consistency
among  owned  dealers  on a  global  basis,  true up  those  dealers  previously
reporting  on a one-month  lag to report on months  consistent  with the rest of
NMHG and to reduce asset values and increase reserves reflective of the weakened
capital goods market.  In addition,  the operating  loss in the third quarter of
2001 includes an operating loss incurred by the sold  operations.  The operating
results in the third  quarter of 2002 as compared with the third quarter of 2001
also benefit from lower operating costs in Europe  resulting from  restructuring
programs implemented in 2001 and the elimination of goodwill amortization.

Net loss  improved  to $1.6  million  in the third  quarter  of 2002 from  $12.9
million  in the  third  quarter  of 2001  primarily  as a  result  of the  items
affecting operating income.





FINANCIAL REVIEW - continued

First Nine Months of 2002 Compared with First Nine Months of 2001

NMHG Wholesale:  Revenues decreased to $1,017.2 million in the first nine months
of 2002 from $1,149.3  million in the first nine months of 2001.  The decline in
revenues was primarily  driven by decreased unit volume in the first half of the
year,  partially  offset by increased  volume in the third quarter of 2002. Unit
shipments  declined 15 percent to 46,405  units in the first nine months of 2002
as compared with 54,478 units in the first nine months of 2001.

Despite the volume decline,  operating  profit increased to $32.5 million in the
first nine  months of 2002 from $9.4  million in the first nine  months of 2001.
The  increase  in  operating  profit was  primarily  driven by a shift in mix to
higher-margin  lift  trucks;  the  positive  impact  from  improvement  programs
initiated in 2001,  including the  completion of the Danville,  Illinois,  plant
closure  in the  fourth  quarter  of  2001  and  the  benefits  of  procurement,
restructuring  and  cost  control  programs;  and the  elimination  of  goodwill
amortization, partially offset by reduced unit volume.

Net income increased to $8.9 million in the first nine months of 2002 from a net
loss of $2.4 million in the first nine months of 2001 as a result of the factors
affecting  operating  profit,   partially  offset  by  additional  interest  and
other-net  expenses due to the factors discussed for the third quarter operating
results, above.

Also  affecting  the year over  year  comparability  of net  income is a pre-tax
insurance  recovery of $8.0 million ($5.0 million  after-tax)  included in other
income  (expense)  in the first nine months of 2001  relating to flood damage in
September  2000 at  NMHG's  Sumitomo-NACCO  joint  venture  in Japan  and a $1.3
million after-tax charge in 2001 for the cumulative effect of accounting changes
for derivatives and pension costs.


NMHG Retail (net of eliminations):  Revenues decreased to $128.9 million for the
first nine months of 2002 from $151.1 million for the first nine months of 2001.
Revenues declined primarily due to the elimination of the sold operations, which
generated revenues of $18.1 million, net of intercompany  eliminations,  for the
first nine months of 2001.  Operating  loss in the first nine months of 2002 was
$2.4 million  compared with an operating loss of $22.1 million in the first nine
months of 2001.  Operating results improved primarily due to (i) several unusual
adjustments  recognized in 2001, as noted in the discussion of the third quarter
operating  results,   (ii)  lower  operating  costs  in  Europe  resulting  from
restructuring  programs  implemented  in 2001,  (iii) the  elimination of losses
incurred by the sold  operations  in 2001 and (iv) the  elimination  of goodwill
amortization  of $1.0  million.  Net loss was $6.6  million  for the nine months
ended  September  30, 2002 compared with $20.7 million for the first nine months
of 2001, primarily due to the factors affecting operating loss.


LIQUIDITY AND CAPITAL RESOURCES

Expenditures  for  property,  plant and  equipment  were $9.7  million  for NMHG
Wholesale and $2.4 million for NMHG Retail during the first nine months of 2002.
These capital  expenditures  include  investments  in machinery  and  equipment,
tooling for new products,  information systems and lease and rental fleet. It is
estimated  that NMHG's  capital  expenditures  for the remainder of 2002 will be
approximately  $5.5 million for NMHG Wholesale and $0.8 million for NMHG Retail.
Planned expenditures for the remainder of 2002 include tooling for new products,
investments in worldwide  information  systems and additions to retail lease and
rental fleet. The principal sources of financing for these capital  expenditures
are internally generated funds and bank borrowings.






FINANCIAL REVIEW - continued

LIQUIDITY AND CAPITAL RESOURCES - continued

On May 9, 2002,  NMHG  replaced its primary  financing  agreement,  an unsecured
floating-rate  revolving  line of credit with  availability  of $350.0  million,
certain other lines of credit with  availability  of $28.6 million and a program
to sell accounts receivable in Europe, with the proceeds from the sale of $250.0
million of 10% unsecured  Senior Notes due 2009 and borrowings  under a secured,
floating-rate  revolving credit facility which expires in May 2005. The proceeds
from the  Senior  Notes were  reduced  by an  original  issue  discount  of $3.1
million.

The $250.0  million of 10% Senior Notes mature on May 15, 2009. The Senior Notes
are  senior  unsecured  obligations  of  NMHG  Holding  and  are  guaranteed  by
substantially all of NMHG's domestic  subsidiaries.  NMHG Holding 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.

Availability under the new revolving credit facility is up to $175.0 million and
is governed by a borrowing base derived from advance rates against the inventory
and accounts  receivable  of the  "borrowers."  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.  The
borrowers, as defined in the new revolving credit facility, include NMHG Holding
and certain domestic and foreign  subsidiaries of NMHG Holding.  Borrowings bear
interest  at a  floating  rate,  which can be  either a base  rate or LIBOR,  as
defined,  plus an applicable margin. The initial applicable  margins,  effective
through  September  30, 2002,  for base rate loans and LIBOR loans are 2.00% and
3.00%,  respectively.  The new revolving  credit facility also requires a fee of
0.5% per annum on the unused  commitment.  Subsequent to September 30, 2002, the
margins  and unused  commitment  fee will be subject  to  adjustment  based on a
leverage ratio.

At  September  30,  2002,  the  borrowing  base under the new  revolving  credit
facility  was  $93.6  million,  which has been  reduced  by the  commitments  or
availability under certain foreign credit facilities and an excess  availability
requirement of $15.0 million.  Borrowings  outstanding  under this facility were
$22.0  million at September  30, 2002.  Therefore,  at September  30, 2002,  the
availability under the new revolving credit facility was $71.6 million.

The domestic floating rate of interest  applicable to this facility on September
30, 2002 was 5.61%,  including  the  applicable  floating  rate margin.  The new
revolving credit facility includes a subfacility for foreign borrowers which can
be denominated in British pounds sterling or euros. The foreign floating rate of
interest  applicable  to this  subfacility  on  September  30,  2002 was  6.96%,
including  the  applicable  floating  rate  margin.  Included  in the  borrowing
capacity is a $15.0 million overdraft  facility  available to foreign borrowers.
The initial  applicable  margin,  effective  through  September  30,  2002,  for
overdraft  loans is 3.25%  above the  London  base  rate,  as  defined.  The new
revolving  credit  facility  is  guaranteed  by  certain  domestic  and  foreign
subsidiaries  of NMHG  Holding and secured by  substantially  all of the assets,
other than property, plant and equipment, of the borrowers and guarantors,  both
domestic and foreign, under the facility.

The terms of the new revolving  credit  facility  provide that  availability  is
reduced by the  commitments or  availability  under a foreign credit facility of
the borrowers and certain foreign working capital  facilities.  A foreign credit
facility  commitment of approximately  U.S. $18.3 million on September 30, 2002,
denominated in Australian dollars,  reduced the amount of availability under the
new revolving credit facility. In addition, availability under the new revolving
credit  facility  was  reduced by $5.5  million for a working  capital  facility
denominated  in Chinese yuan. If the  commitments  or  availability  under these
facilities are increased,  availability  under the new revolving credit facility
will be reduced.  The $93.6 million of capacity  under the new revolving  credit
facility at September 30, 2002  reflected the reduction of these foreign  credit
facilities.

Both the new  revolving  credit  facility and terms of the Senior Notes  include
restrictive  covenants which, among other things, limit the payment of dividends
to NACCO.  The new 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. The borrowers must maintain aggregate excess  availability
under the new revolving credit facility of at least $15.0 million.

NMHG  paid  financing  fees  of  approximately  $15.1  million  related  to this
refinancing.  These  fees were  deferred  and are being  amortized  as  interest
expense in the  statement of  operations  over the  respective  terms of the new
financing facilities.






FINANCIAL REVIEW - continued

LIQUIDITY AND CAPITAL RESOURCES - continued

As a  result  of  the  refinancing  of  NMHG's  floating-rate  revolving  credit
facility,  NMHG  terminated  all of its interest rate swap  agreements  with all
related  cash  outflows  occurring  during  the  third  quarter  of  2002.  NMHG
terminated  interest rate swap agreements with a total notional amount of $285.0
million and a total net payable balance of $11.5 million at the respective dates
of  termination.  See further  discussion in Note 5 to the  Unaudited  Condensed
Consolidated Financial Statements included in this Form 10-Q.

Since  December  31,  2001,  in the  ordinary  course of  business,  NMHG Retail
continued to make payments under existing  operating lease  agreements and enter
into new operating lease agreements, primarily for rental equipment. As a result
of obligations  incurred by entering into new leases,  partially offset by lease
payments  made in the  ordinary  course of  business  and the sale of one of its
remaining German  dealerships in the third quarter of 2002, the Company's future
minimum lease payments  increased  $13.6 million from $141.6 million at December
31, 2001.

In addition,  NMHG had contingent  obligations  for guarantees  related to third
party  financing  of NMHG's  lift  trucks in the  amount  of $134.9  million  at
September 30, 2002 compared with  contingent  obligations of a similar nature of
$158.0 million at December 31, 2001.

NMHG believes that funds  available  under the new  revolving  credit  facility,
other  available  lines of credit and  operating  cash flows are  sufficient  to
finance  all  of  its  operating  needs  and  commitments   arising  during  the
foreseeable future.


NMHG Wholesale's capital structure is presented below:




                                                 SEPTEMBER 30  DECEMBER 31
                                                    2002          2001
                                                  --------      --------
                                                          
NMHG Wholesale:
  Total net tangible assets                       $  271.6      $  375.2
  Advances to (from) NMHG Retail                     (15.5)         70.2
  Goodwill at cost                                   486.5         446.0
                                                  --------      --------
     Net assets before goodwill amortization         742.6         891.4
  Accumulated goodwill amortization                 (143.3)       (141.4)
  Advances from NACCO                                  ---          (8.0)
  Advances from NMHG Holding                        (247.2)          ---
  Other debt                                         (24.1)       (300.9)
  Minority interest                                   (1.4)         (2.3)
                                                  --------      --------
  Stockholder's equity                            $  326.6      $  438.8
                                                  ========      ========

  Debt to total capitalization                         45%           41%


The decrease in net  tangible  assets of $103.6  million is  primarily  due to a
$79.2 million decrease in investments in NMHG Retail which was allocated to NMHG
Holding and is not held by NMHG Wholesale.  The remaining $24.4 million decrease
in net  tangible  assets  is due to a $30.1  million  decrease  in cash and cash
equivalents,  a $12.1  million  decrease in property,  plant and equipment and a
$4.3 million  decrease in net deferred tax assets combined with an $11.4 million
increase in intercompany  interest payable,  somewhat offset by a $30.3 increase
in total receivables.  Accounts receivable increased primarily due to the second
quarter 2002 termination of an agreement to sell European accounts receivable as
part of NMHG's debt refinancing.







FINANCIAL REVIEW - continued

LIQUIDITY AND CAPITAL RESOURCES - continued

As a result of NMHG's debt refinancing,  certain of NMHG Wholesale's  borrowings
that were previously from external sources are now financed with an intercompany
advance from NMHG  Holding.  As such,  advances  from NMHG Holding  replaced the
majority of NMHG Wholesale's "other debt."  Furthermore,  at September 30, 2002,
NMHG Wholesale has a net payable to NMHG Retail instead of a net receivable from
NMHG  Retail  due  to  changes  in  the  internal  capitalization  between  NMHG
Wholesale,   NMHG  Retail  and  NMHG  Holding.  Part  of  the  reason  for  this
recapitalization  was due to a reallocation of goodwill from NMHG Retail to NMHG
Wholesale  of  approximately  $40.3  million as part of the adoption of SFAS No.
142. See further  discussion in Note 4 to the Unaudited  Condensed  Consolidated
Financial Statements in this Form 10-Q.

Stockholder's  equity  decreased  due to a  dividend  to NMHG  Holding of $117.7
million and a dividend to NACCO of $15.0  million,  partially  offset by an $8.2
million  favorable  adjustment to the foreign  currency  cumulative  translation
balance, net income for the first nine months of 2002 of $8.9 million and a $3.7
million decrease in the deferred loss on derivatives.


NMHG Retail's capital structure is presented below:




                                                            SEPTEMBER 30  DECEMBER 31
                                                                2002         2001
                                                              -------      --------
                                                                     
NMHG Retail:
  Total net tangible assets                                   $  80.3      $  109.5
  Advances to (from) NMHG Wholesale                              15.5         (70.2)
  Goodwill and other intangibles at cost                          1.8          45.2
                                                              -------      --------
      Net assets before goodwill amortization                    97.6          84.5
  Accumulated goodwill and other intangible amortization          (.2)         (5.6)
  Advances from NMHG Holding                                    (16.8)          ---
  Other debt                                                    (48.3)        (53.5)
                                                              -------      --------
  Stockholder's equity                                        $  32.3      $   25.4
                                                              =======      ========

  Debt to total capitalization                                   67%           68%



The decrease in total net tangible assets of $29.2 million is primarily due to a
$14.9 million  decrease in net  intercompany  and other  receivables  and a $7.3
million  decline  in  inventory.  The  decrease  in  net  intercompany  accounts
receivable is primarily due to the  settlement of fiscal 2001  intercompany  tax
advances  with NMHG  Wholesale.  Other  receivables  decreased  primarily due to
proceeds  received in the first quarter of 2002 for the 2001 sold operations.  A
portion of these proceeds was used to pay down debt.

As noted above, changes in the internal  capitalization  between NMHG Wholesale,
NMHG Retail and NMHG  Holding  resulted in a net  advance to NMHG  Wholesale  at
September  30,  2002 as  compared  with a net  advance  from NMHG  Wholesale  at
December 31, 2001. This recapitalization is primarily due to the transfer of net
goodwill to NMHG Wholesale.

The increase in stockholder's  equity is due to a $12.6 million  reallocation of
equity to NMHG Holding and a $1.0 million  favorable  adjustment  to the foreign
currency cumulative translation balance,  partially offset by a $6.6 million net
loss for the  first  nine  months of 2002.  The  reallocation  of  equity  among
segments does not affect NMHG's consolidated equity position.






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 effects of foreign
currency fluctuations on revenues, operating income and net income are addressed
in the discussion of operating results, above.


OUTLOOK

NMHG Wholesale

NMHG Wholesale expects improved operating results in the fourth quarter of 2002,
compared with the fourth  quarter of 2001,  due to  anticipated  increased  lift
truck shipments and lower operating expenses as a result of previously initiated
cost  reduction  programs,   including   restructuring   programs,   procurement
initiatives  and other  strategic  programs.  NMHG  Wholesale  also  expects  to
continue  incurring  increased  interest  expense and  amortization  of deferred
financing fees as a result of the May 2002 refinancing of NMHG's debt.

NMHG Retail

NMHG Retail  expects to continue its programs to improve the  performance of its
wholly  owned  dealerships  as part  of its  objective  for  reaching  at  least
break-even results.

NMHG Consolidated - Pension Cost

Based on  actuarial  calculations  performed  in  accordance  with SFAS No.  87,
"Employers'  Accounting for Pensions," as of September 30, 2002, the measurement
date for the Company's  pension  plans,  the Company  expects an increase in its
pension  expense  for 2003 as compared  with 2002 of $1.6  million  pre-tax.  In
addition,  the Company will recognize an additional  minimum  pension  liability
adjustment in the fourth  quarter of 2002 to reflect the amount that the pension
plans'  accumulated  benefit  obligation  exceeds the plans' assets in excess of
amounts  previously  accrued for pension  costs. A large portion of this minimum
pension  liability  adjustment will be reflected as a reduction to stockholder's
equity as a component of accumulated other comprehensive income (loss).

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) delays in
manufacturing and delivery schedules, (5) 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,
(6)  product  liability  or other  litigation,  warranty  claims or  returns  of
products,  (7) delays in or increased costs of restructuring  programs,  (8) the
effectiveness of the cost reduction programs implemented globally, including the
successful  implementation of procurement  initiatives,  (9) acquisitions and/or
dispositions  of dealerships by NMHG,  (10) costs related to the  integration of
acquisitions,  (11)  the  impact  of the  introduction  of the  euro,  including
increased  competition,  foreign currency  exchange  movements and/or changes in
operating  costs and (12) the  uncertain  impact on the economy or the  public's
confidence in general from terrorist  activities  and the consequent  climate of
war.








                         Item 4. Controls and Procedures

Evaluation  of  disclosure  controls  and  procedures:  We  maintain  a  set  of
disclosure controls and procedures designed to ensure that information  required
to be  disclosed  by the Company in reports  that it files or submits  under the
Securities Exchange Act of 1934 is recorded, processed,  summarized and reported
within the time periods  specified in Securities and Exchange  Commission  rules
and forms.  Within  the 90-day  period  prior to the filing of this  report,  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 our disclosure controls and
procedures.  Based on that  evaluation,  these  officers have concluded that the
Company's disclosure controls and procedures are effective.

Changes in internal controls:  Subsequent to the date of their evaluation, there
have been no significant  changes in the Company's internal controls or in other
factors that could significantly affect these controls, including any corrective
action with regard to significant deficiencies and material weaknesses.





                                     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.  None
                (b)      Reports on Form 8-K.
                         Current Report on Form 8-K filed with the Commission
                         on September 28, 2002 (Item 9)






                                    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      November 14, 2002                    /s/ Michael K. Smith
      -------------------------    --------------------------------------------
                                                 Michael K. Smith
                                   Vice President Finance & Information Systems
                                            and Chief Financial Officer
                                         (Authorized Officer and Principal
                                         Financial and Accounting Officer)







                                 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 quarterly 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 quarterly
         report;

3.       Based on my knowledge, the financial statements, and other
         financial information included in this quarterly 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 quarterly report;

4.       The registrant's other certifying officers and I are
         responsible for establishing and maintaining disclosure controls
         and procedures (as defined in Exchange Act Rules 13a-14 and
         15d-14) for the registrant and we have:
                a)    designed such disclosure controls and procedures
                      to ensure that material information relating to the
                      registrant, including its consolidated subsidiaries, is
                      made known to us by others within those entities,
                      particularly during the period in which this quarterly
                      report is being prepared;
                b)    evaluated the effectiveness of the registrant's
                      disclosure controls and procedures as of a date within 90
                      days prior to the filing date of this quarterly report
                      (the "Evaluation Date"); and
                c)    presented in this quarterly report our conclusions about
                      the effectiveness of the disclosure controls and
                      procedures based on our evaluation as of the Evaluation
                      Date;

5.       The registrant's other certifying officers and I have
         disclosed, based on our most recent evaluation, to the
         registrant's auditors and the audit committee of registrant's
         board of directors (or persons performing the equivalent
         function):
                a)    all significant deficiencies in the design or
                      operation of internal controls which could adversely
                      affect the registrant's ability to record, process,
                      summarize and report financial data and have identified
                      for the registrant's auditors any material weaknesses in
                      internal controls; and
                b)    any fraud, whether or not material, that involves
                      management or other employees who have a significant role
                      in the registrant's internal controls; and

6.       The registrant's other certifying officers and I have
         indicated in this quarterly report whether or not there were
         significant changes in internal controls or in other factors that
         could significantly affect internal controls subsequent to the
         date of our most recent evaluation, including any corrective
         actions with regard to significant deficiencies and material
         weaknesses.


Date:    November 14, 2002                    /s/ Reginald R. Eklund
       --------------------      -----------------------------------------------
                                                Reginald R. Eklund
                                 President, Chief Executive Officer and Director
                                            (Principal Executive Officer)






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 quarterly 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 quarterly
        report;

3.      Based on my knowledge, the financial statements, and other
        financial information included in this quarterly 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 quarterly report;

4.      The registrant's other certifying officers and I are
        responsible for establishing and maintaining disclosure controls
        and procedures (as defined in Exchange Act Rules 13a-14 and
        15d-14) for the registrant and we have:
                a.    designed such disclosure controls and procedures
                      to ensure that material information relating to the
                      registrant, including its consolidated subsidiaries, is
                      made known to us by others within those entities,
                      particularly during the period in which this quarterly
                      report is being prepared;
                b.    evaluated the effectiveness of the registrant's disclosure
                      controls and procedures as of a date within 90 days prior
                      to the filing date of this quarterly report (the
                      "Evaluation Date"); and
                c.    presented in this quarterly report our conclusions about
                      the effectiveness of the disclosure controls and
                      procedures based on our evaluation as of the Evaluation
                      Date;

5.       The registrant's other certifying officers and I have
         disclosed, based on our most recent evaluation, to the
         registrant's auditors and the audit committee of registrant's
         board of directors (or persons performing the equivalent
         function):
                a.    all significant deficiencies in the design or operation of
                      internal controls which could adversely affect the
                      registrant's ability to record, process, summarize and
                      report financial data and have identified for the
                      registrant's auditors any material weaknesses in internal
                      controls; and
                b.    any fraud, whether or not material, that involves
                      management or other employees who have a significant role
                      in the registrant's internal controls; and

6.       The registrant's other certifying officers and I have
         indicated in this quarterly report whether or not there were
         significant changes in internal controls or in other factors that
         could significantly affect internal controls subsequent to the
         date of our most recent evaluation, including any corrective
         actions with regard to significant deficiencies and material
         weaknesses.


Date:    November 14, 2002                      /s/ Michael K. Smith
      ----------------------             ---------------------------------------
                                                    Michael K. Smith
                                         Vice President Finance & Information
                                                    Systems and Chief
                                                    Financial Officer
                                              (Principal Financial Officer)