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NMHG Holding Co.           Form Correspondence

JONES DAY

NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114-1190

TELEPHONE: (216) 586-3939 • FACSIMILE: (216) 579-0212

Direct Number: (216) 586-7017

tcdaniels@jonesday.com

December 20, 2005

VIA EDGAR CORRESPONDENCE

Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Kevin Kuhar

Staff Accountant

    Re:

    NMHG Holding Co.

Form 10-K for Fiscal Year Ended December 31, 2004

Filed March 15, 2005

Form 10-Q for the Fiscal Quarters Ended March 31, 2005,

June 30, 2005 and September 30, 2005

File No. 333-89248

Dear Mr. Kuhar:

     Reference is made to the letter, dated December 6, 2005 (the “Comment Letter”), from the
Securities and Exchange Commission (“SEC”) to NMHG Holding Co. (the “Company”), which sets forth
the staff’s comments relating to the Company’s above-referenced periodic reports.

Form 10-K for the fiscal year ended December 31, 2004

Note 2. Significant Accounting Policies, page F-8

Revenue Recognition

    1.

    Comment: Please refer to prior comment 1. Please explain the facts and
circumstances of transactions where you retain title to products and record the sale at
shipment. Your response should include the rights and obligations of you and the distributor
and why you believe revenue recognition is appropriate at shipment. Refer to Question 2 of
SAB 104 in your response.

ATLANTA · BEIJING · BRUSSELS · CHICAGO · CLEVELAND · COLUMBUS · DALLAS · FRANKFURT · HONG KONG · HOUSTON

IRVINE · LONDON · LOS ANGELES · MADRID · MENLO PARK · MILAN · MOSCOW · MUNICH · NEW DELHI · NEW YORK

PARIS · PITTSBURGH · SAN DIEGO · SAN FRANCISCO · SHANGHAI · SINGAPORE · SYDNEY · TAIPEI · TOKYO · WASHINGTON

JONES DAY

Securities and Exchange Commission

December 20, 2005

Page 2

Response: Question 2 of SAB 104 addresses an arrangement to deliver products on a
consignment basis. In Question 2 of SAB 104, the products delivered to the consignee do not
qualify for revenue recognition until the sale to the end user occurs because the seller
retains the risks and rewards of ownership until that final sale. The Company does not sell
forklift trucks on a consignment basis.

The Company’s procedures for selling forklift trucks to independent dealers in non-U.S.
Uniform Commercial Code (“UCC”) countries, primarily in Europe, are not a consignment
arrangement as described in the example in Question 2 of SAB 104 because the Company
transfers the risks and rewards of ownership upon shipment of the forklift truck to the
dealer. The sale to the dealer is final and is not contingent upon the dealer’s sale of the
forklift truck to the end user. In addition, the dealer does not have any right to return
the forklift truck to the Company. The Company’s sale to the dealer meets all of the
criteria for revenue recognition in SAB 101 and 104 as follows:

    •

    There is persuasive evidence of an arrangement as the terms of the sale are
agreed and fulfilled between the dealer and the Company;

    •

    Delivery has occurred and the risk of ownership has transferred to the dealer;

    •

    The selling price is fixed; and

    •

    Collectibility is reasonably assured.

The Company’s sale of forklift trucks in these jurisdictions is addressed in the guidance of
SAB 101, Topic 13.A.2 and 13.A.3 — Transfer of Title. Question 1 of SAB 101, Topic 13.A.2
and 13.A.3, states that some countries have laws that do not provide for a seller’s
retention of a security interest in goods in the same manner as established in the UCC. In
these countries, it is common for the seller to retain a form of title to goods delivered to
customers until the customer makes payment so that the seller can recover the goods in the
event of customer default on payment. Despite retaining title to ensure collection in some
transactions in Europe, the Company is not entitled to direct the disposition of the goods,
cannot rescind the transaction, cannot prohibit its customer from moving, selling or
otherwise using the goods in the ordinary course of business and has no other rights that
rest with a titleholder of property that is subject to a lien under the UCC. Presuming all
other revenue recognition criteria have been satisfied, the SEC staff has stated in its
response to Question 1 of SAB 101, Topic 13.A.2 and 13.A.3, that it would not object to
revenue recognition at delivery if the only rights a seller retains with the title are those
enabling recovery of the goods in the event of default on customer payment. Accordingly,
because the Company satisfies all other essential criteria for revenue recognition described
above, the Company believes its revenue recognition policy is consistent with the SEC
staff’s position and appropriate in this circumstance.

JONES DAY

Securities and Exchange Commission

December 20, 2005

Page 3

    2.

    Explain in greater detail the annual return allowance. Tell us how these returns are
estimated at the time of shipment. Explain if returns are for credit or if parts can be
returned for cash. Indicate the percentages that may be returned annually and provide us with
a schedule of the activity in the related reserve account, expressed in dollars, for each of
the last three fiscal years. Relate these to dollar parts sales during the same periods.
Also, tell us if there any limitations on the return of parts. That is, if parts of any age
may be returned, it appears that you are at risk of a loss of utility in the goods as a result
of physical deterioration, obsolescence, changes in price levels and other causes. Tell us
how your accounting considers this risk.

    Response: The Company only accepts returns of parts under its annual parts return
allowance, which is based on agreements between the Company and its dealers which allow the
dealers to earn the right to a 2%-5% return allowance for parts per year based on qualified
sales. Qualified sales include stock orders and direct ship orders, but exclude emergency
orders. In addition, dealers are responsible for a 15% restocking charge on parts which are
returned. In accordance with Statement of Financial Accounting Standards No. 48, “Revenue
Recognition When Right of Return Exists,” at the time of sale, a return reserve is
established as a reduction of revenue based upon qualified sales, historical utilization
rates and historical margin percentages, partially reduced by the restocking charge. This
reserve is adjusted periodically based on the actual amounts of parts returned. All returns
are granted for credit. There are no cash refunds.

JONES DAY

Securities and Exchange Commission

December 20, 2005

Page 4

The following schedule reflects the historical activity of the parts return reserve account
for the last three fiscal years:

    2004

    2003

    2002

    ($000’s)

    Parts Return Reserve

    Beginning balance

    $
    1,644

    $
    1,585

    $
    1,403

    Total parts returns

    (8,760
    )

    (6,572
    )

    (6,632
    )

    Provision

    8,872

    6,537

    6,689

    Currency translation

    51

    94

    125

    Ending balance

    $
    1,807

    $
    1,644

    $
    1,585

    Total Parts Revenue

    $
    289,965

    $
    260,626

    $
    272,541

    Total Revenue

    $
    2,056,900

    $
    1,779,600

    $
    1,588,400

    Total Parts Returns

    $
    8,760

    $
    6,572

    $
    6,632

    Percentage of Parts Revenue

    3.02
    %

    2.52
    %

    2.43
    %

    Percentage of Total Revenue

    0.43
    %

    0.37
    %

    0.42
    %

Under the terms of the parts return policy with dealers, the Company has the authority
to reject parts that are damaged or appear to have been used. Obsolete or aged parts are
not granted credit because only qualifying parts that are new and in the original packaging
are entitled to credit under the parts return policy with the dealers. Other parts that are
not within the scope of the parts return policy are rejected by the Company. Rejected parts
are either returned to the dealer at the dealer’s expense or discarded based upon the
dealer’s instructions. Therefore, there is not a risk of the loss of utility in the goods
due to the return of parts.

Note 16. Equity Investments and Related Party Transactions, page F-35

    3.

    Comment: Please refer to prior comment 3. We have the following additional
comments:

    •

    Please tell us your policy for accounting for management fees from your parent
company. We note that it is NACCO’s policy to charge fees for services provided by
the corporate headquarters to its operating subsidiaries. Explain how your policy is
consistent with your parent company’s policy and SAB Topic 1-B.

JONES DAY

Securities and Exchange Commission

December 20, 2005

Page 5

Response: The Company’s policy for accounting for management fees allocated by the
parent company is consistent with NACCO’s policy and SAB Topic 1-B. NACCO’s policy is to
charge fees to its operating subsidiaries for services provided by the corporate
headquarters. Each year, NACCO determines the amount of management fees that will be
allocated to each of its subsidiaries. The management fees allocated by NACCO to each
subsidiary, including the Company, are discretionary and in addition to those expenses
necessary for the Company to operate on a stand alone basis. During 2004, NACCO determined,
in accordance with its policy, that NACCO would not charge the Company the discretionary
portion of the management fee for a portion of 2004 in order to support the Company’s
significant investment in new product development and related programs.

The NACCO management fees consist primarily of amounts allocated to each of its subsidiaries
for expenses to meet NACCO’s public company requirements and expenses for stewardship
activities, which include reviewing annual operating plans and quarterly forecasts and
overseeing legal, accounting and tax functions to ensure consistency across all of NACCO’s
subsidiaries. In addition, NACCO provides an internal audit function for the Company. All
other charges incurred by NACCO that are specific to the Company are directly passed through
to and recorded by the Company and those amounts are not included in the management fees
allocated to the Company each year.

Because the Company has reflected all costs of doing business in its financial statements
for all years presented and has disclosed the change in NACCO’s method of allocation during
2004, the Company’s policy for accounting for management fees is consistent with both
NACCO’s policy and SAB Topic 1-B.

    •

    We note the disclosure in Note 18 of NACCO’s Form 10-K for the period ended December
31, 2004, that during 2004 NACCO “elected to reduce the fees charged to NMHG in support
of NMHG’s investment in new product development and related programs.” Please
reconcile this disclosure with your response.

Response: As stated in Note 16 of the Company’s Annual Report on Form 10-K for the
year ended December 31, 2004 (“2004 Form 10-K”), “The decrease in fees charged in 2004 from
2003 was due to a temporary suspension of the fees for a portion of 2004.” In order to
provide a more transparent disclosure of the change in the management fees charged by NACCO
during 2005, 2004 and 2003, the Company will expand its
disclosure in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005
(“2005 Form 10-K”) as follows:

JONES DAY

Securities and Exchange Commission

December 20, 2005

Page 6

“During a portion of 2004, NACCO elected to temporarily suspend the discretionary management
fees charged to the Company in order to support the Company’s investment in new product
development and related programs. This temporary suspension resulted in a decrease in
management fees compared with 2003. The discretionary management fees were not reduced
during 2005 or 2003.”

    •

    It appears that these fees in the past have historically included internal audit
fees and “stewardship activities.” Please tell us in greater detail why you believe
that your historical income statement reflects all costs of doing business, including
costs incurred by NACCO on your behalf if these fees are excluded in fiscal year 2004.
Refer to SAB Topic 1-B in your response.

Response: As discussed in Question 1 of SAB Topic 1-B, subsidiaries are required to
include all costs of doing business in their historical financial statements, including
officer and employee salaries, rent or depreciation, advertising, accounting and legal
services and other selling, general and administrative expenses. The Company has included
all of these expenses in each of its historical financial statements presented in the 2004
Form 10-K. As noted in the Company’s response letter, dated November 8, 2005, the Company
maintains its own executive, accounting, legal, treasury, tax and information technology
departments. Because the Company is an SEC reporting company, it also maintains its own
financial reporting group. The only function that the Company relies upon NACCO to perform
is internal audit. As noted in the Company’s response letter, dated November 8, 2005,
during 2004, the NACCO internal audit department devoted nearly 100% of its available hours
to the work required for NACCO’s initial certification under Section 404 of the
Sarbanes-Oxley Act. Because the Company is not an accelerated filer and is not yet required
to certify the effectiveness of its internal controls over financial reporting under Section
404 of the Sarbanes-Oxley Act, the NACCO management fee reflected this reduction in internal
audit services performed during 2004. The Company did include in its financial results for
2004 all costs related to services performed by independent service providers who were
separately engaged by the Company to perform internal audit activities in 2004.

JONES DAY

Securities and Exchange Commission

December 20, 2005

Page 7

     Therefore, all of the costs of doing business were reflected in the historical financial
statements of the Company, including those presented in the 2004 Form 10-K, despite the fact
that NACCO reduced the allocation of discretionary management fees and the fees for internal
audit services charged to the Company for 2004. The Company disclosed
this reduction in fees in its 2004 Form 10-K and will provide revised disclosure about the
reason for the reduction of the 2004 management fees in the Company’s 2005 Form 10-K as
provided above.

     Please contact the undersigned at (216) 586-7017 if you have any questions concerning this
matter. Thank you for your attention to this matter.

Very truly yours,

/s/ Thomas C. Daniels

Thomas C. Daniels

    cc:

    Angela Crane

Michael K. Smith

Carolyn M. Vogt, Esq.