UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under

the Securities Exchange Act of 1934

For the month of January, 2014

COMMISSION FILE NUMBER: 1-7239

KOMATSU LTD.

(Translation of registrant’s name into English)

3-6 Akasaka 2-chome, Minato-ku, Tokyo, 107-8414, Japan

(Address of principal executive office)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F x Form 40-F ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

INFORMATION INCLUDED IN THIS REPORT

1.	English translation of a company announcement made on January 29, 2014 regarding the Consolidated Business Results for the Nine Months of the Fiscal Year Ending March 31, 2014 (U.S. GAAP).

2.	English translation of a company announcement made on January 29, 2014 regarding Komatsu’s plan to apply for termination of its registration with the U.S. Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


		KOMATSU LTD.
		(Registrant)

Date: January 30, 2014	By:	/S/ Mikio Fujitsuka
		Mikio Fujitsuka
		Director and Senior Executive Officer
		Chief Financial Officer

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Komatsu Ltd.

Corporate Communications Dept.

Tel: +81-(0)3-5561-2616

Date: January 29, 2014

URL: http://www.komatsu.com/

Consolidated Business Results for Nine Months of the Fiscal Year Ending

March 31, 2014 (U.S. GAAP)

1. Results for Nine Months Ended December 31, 2013

(Amounts are rounded to the nearest million yen)

(1) Consolidated Financial Highlights

Millions of yen except per share amounts


	Nine Months ended December 31, 2013		Nine Months ended December 31, 2012		Changes Increase (Decrease)
	[A]		[B]		[A-B]		[(A-B)/B]
Net sales		1,389,514		1,350,578		38,936		2.9	%

Operating income		165,632		150,491		15,141		10.1	%

Income before income taxes and equity in earnings of affiliated companies		170,131		145,588		24,543		16.9	%

Net income attributable to Komatsu Ltd.		115,337		91,096		24,241		26.6	%

Net income attributable to Komatsu Ltd. per share (Yen)
Basic	¥	121.01	¥	95.66	¥	25.35

Diluted	¥	120.88	¥	95.57	¥	25.31

Note: Comprehensive income for nine months ended December 31, 2013 and 2012


2013:	221,155 millions of yen, up	62.3% from 2012
2012:	136,241 millions of yen, up	76.8% from 2011

(2)	Consolidated Financial Position

Millions of yen except per share amounts


	As of December 31, 2013			As of March 31, 2013
Total assets		2,721,354			2,517,857

Total equity		1,417,645			1,252,695

Komatsu Ltd. shareholders’ equity		1,354,582			1,193,194

Komatsu Ltd. shareholders’ equity ratio		49.8	%		47.4	%

Komatsu Ltd. shareholders’ equity per share (Yen)	¥	1,421.10		¥	1,252.33

2. Dividends


(For the fiscal years ended March 31, 2013 and ending March 31, 2014)			Yen

The entire FY ending
March 31, 2014

The entire FY ended
March 31, 2013

Results

Projection

First quarter period

Second quarter period

29.00

—

24.00

Third quarter period

Year-end

—

29.00

24.00

Total

58.00

48.00

Note: Changes in the projected cash dividend as of January 29, 2014: None

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3. Projection for the Fiscal Year Ending March 31, 2014

(From April 1, 2013 to March 31, 2014)

Millions of yen except per share amounts


	The full fiscal year
			Changes
Net sales		1,860,000		(1.3	)%

Operating income		210,000		(0.8	)%

Income before income taxes and equity in earnings of affiliated companies		209,000		2.1	%

Net income attributable to Komatsu Ltd.		136,000		7.7	%

Net income attributable to Komatsu Ltd. per share—basic (Yen)		¥142.69

Notes:

1) Changes in the projected consolidated business results as of January 29, 2014: None

2) Percentages shown above represent the rates of change compared with the corresponding period a year ago.

4. Others

(1)	Changes in important subsidiaries during the nine months period under review: None

(2)	Use of simplified accounting procedures and adoption of specific accounting procedures for the preparation of consolidated quarterly financial statements: None

(3)	Changes in Significant Accounting Rules, Procedures and Presentation and Changes in Significant Accounting Policies and Estimates

Changes resulting from revisions in accounting standards, etc: Applicable

Changes in other matters except for 1) above: Applicable

Note: See (4) Others on page 9 for more details.

(4)	Number of common shares outstanding

The numbers of common shares issued (including treasury stock) were as follows:

As of December 31, 2013: 983,130,260 shares

As of March 31, 2013: 983,130,260 shares

The numbers of shares of treasury were as follows:

As of December 31, 2013: 29,934,560 shares

As of March 31, 2013: 30,351,401 shares

The weighted average numbers of common shares outstanding were as follows:

Nine months period ended December 31, 2013: 953,113,777 shares

Nine months period ended December 31, 2012: 952,321,093 shares

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[Reference]

Results for Three Months Ended December 31, 2013

Millions of yen except per share amounts


	Three Months ended December 31, 2013		Three Months ended December 31, 2012		Changes Increase (Decrease)
	[A]		[B]		[A-B]		[(A-B)/B]
Net sales		464,393		419,729		44,664		10.6	%

Operating income		56,686		39,227		17,459		44.5	%

Income before income taxes and equity in earnings of affiliated companies		57,670		40,204		17,466		43.4	%

Net income attributable to Komatsu Ltd.		36,527		24,984		11,543		46.2	%

Net income attributable to Komatsu Ltd. per share (Yen)
Basic	¥	38.32	¥	26.23	¥	12.09

Diluted	¥	38.28	¥	26.21	¥	12.07

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Appendix


Management Performance and Financial Conditions

(1) Outline of Operations and Business Results			P.5

(2) Financial Conditions			P.8

(3) Projection for the Fiscal Year Ending March 31, 2014			P.9

(4) Others			P.9

Consolidated Financial Statements

(1) Consolidated Balance Sheets			P.11

(2) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income			P.13

(3) Consolidated Statements of Cash Flows			P.17

(4) Note to the Going Concern Assumption			P.18

(5) Business Segment Information			P.18

(6) Note in Case of Notable Changes in the Amount of Shareholders’ Equity			P.19

(7) Others			P.19

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Management Performance and Financial Conditions

(1) Outline of Operations and Business Results

Komatsu Ltd. (“Company”) and its consolidated subsidiaries (together “Komatsu”) embarked on the “Together We Innovate GEMBA Worldwide” three-year mid-range management plan in April 2013. Under this plan, Komatsu is making focused efforts on 1) growth strategies based on innovation, 2) growth strategies of existing businesses, and 3) structural reforms designed to reinforce the business foundation.

For the nine-month period (April 1 – December 31, 2013) of the fiscal year ending March 31, 2014, which represents the first year of the mid-range management plan, in the construction, mining and utility equipment business, while demand for mining equipment remained slack, that for construction equipment increased in Japan, China and some other regions. In addition, reflecting the Japanese yen’s depreciation, sales increased from the corresponding period a year ago. With respect to the industrial machinery and others business, while sales of machine tools as well as sheet-metal and press machines were firm mainly in the automobile manufacturing industry, total sales declined from the corresponding period a year ago. As a result, consolidated net sales for the nine-month period increased by 2.9% from the corresponding period a year ago, to JPY1,389.5 billion (USD13,233 million at USD1=JPY105). Concerning profits, while the loss of write-off of the inventories of wire saws was realized, operating income improved by 10.1% to JPY165.6 billion (USD1,577 million), supported by improved selling prices and production costs, continued focus on curtailing fixed costs and the Japanese yen’s depreciation. Operating income ratio increased by 0.8 points to 11.9%. Income before income taxes and equity in earnings of affiliated companies improved by 16.9% to JPY170.1 billion (USD1,620 million). Net income attributable to Komatsu Ltd. advanced by 26.6% to JPY115.3 billion (USD1,098 million).


[Consolidated Financial Highlights]			Millions of yen


	Nine Months ended December 31, 2013 1USD=JPY98.5 1EUR=JPY130.5 1RMB=JPY16.1			Nine Months ended December 31, 2012 1USD=JPY79.8 1EUR=JPY102.1 1RMB=JPY12.7			Changes Increase (Decrease)
	[A]			[B]			[(A-B)/B]
Net sales		1,389,514			1,350,578			2.9	%

Construction, Mining and Utility Equipment		1,250,795			1,207,614			3.6	%

Industrial Machinery and Others		144,903			150,626			(3.8	)%

Elimination		(6,184	)		(7,662	)		—

Segment profit		163,709			151,069			8.4	%

Construction, Mining and Utility Equipment		164,124			148,381			10.6	%

Industrial Machinery and Others		1,122			3,824			(70.7	)%

Corporate & elimination		(1,537	)		(1,136	)		—

Operating income		165,632			150,491			10.1	%

Income before income taxes and equity in earnings of affiliated companies		170,131			145,588			16.9	%

Net income attributable to Komatsu Ltd.		115,337			91,096			26.6	%

Note:

Sales and profit figures in this report show the respective sums of nine months from April 1 to December 31, 2013. Unless otherwise noted, all sales by segment in this report indicate the amounts before elimination of inter-segment transactions.

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Business results by operation are described below.

Construction, Mining and Utility Equipment

While demand for mining equipment remained slack, especially in coal mines, that for construction equipment was strong in Japan and steadily increased in China, where demand upturned for recovery during the current fiscal year. In addition, the Japanese yen depreciated against the U.S. dollar, euro, renminbi and some other currencies, compared to the corresponding period a year ago. Sales of construction, mining and utility equipment increased by 3.6% from the corresponding period a year ago, to JPY1,250.7 billion (USD11,912 million). Segment profit increased by 10.6% to JPY164.1 billion (USD1,563 million).

Under such an environment, Komatsu steadily launched D61PXi-23 medium-sized Machine Control dozers, which feature the world’s first fully automatic blade control, in North America, Europe and Japan. As a next-generation product playing a vital role of the growth strategies based on innovation, Komatsu also broadened its model range. During the period under review, Komatsu worked to reinforce the aftermarket business, which includes the provision of services and sales expansion of strategic parts by using KOMTRAX (Komatsu Machine Tracking System), which is installed in over 300,000 units worldwide. With respect to models certified for new emission regulations which have become effective in the United States, Europe and Japan since 2011, Komatsu continued aggressive market introduction together with KOMATSU CARE, a new service program designed to reduce the total lifecycle costs of these models and prolong machine life.

To strengthen research and development of operations related to manufacturing engineering, Komatsu began operation of a new manufacturing engineering development center, designed to play an important role of reforming production and improving product performance, in the Osaka Plant in October 2013. Komatsu also facilitated activities to cut down electric power consumption to half at all plants in Japan, including the on-going construction of a new factory which will feature dynamic energy-saving and productivity by means of cutting-edge technologies, at the Awazu Plant in Ishikawa Prefecture.


[Sales to Outside Customers of Construction, Mining and Utility Equipment by Region]		Millions of yen


	Nine Months ended December 31, 2013		Nine Months ended December 31, 2012		Changes Increase (Decrease)
	[A]		[B]		[A-B]			[(A-B)/B]
Japan		245,700		208,504		37,196			17.8	%

North America		201,589		181,977		19,612			10.8	%

Latin America		183,700		195,726		(12,026	)		(6.1	)%

Americas		385,289		377,703		7,586			2.0	%

Europe		85,308		73,811		11,497			15.6	%

CIS		51,914		65,658		(13,744	)		(20.9	)%

Europe & CIS		137,222		139,469		(2,247	)		(1.6	)%

China		112,322		82,992		29,330			35.3	%

Asia*		135,300		165,681		(30,381	)		(18.3	)%

Oceania		119,301		142,764		(23,463	)		(16.4	)%

Asia* & Oceania		254,601		308,445		(53,844	)		(17.5	)%

Middle East		36,298		18,744		17,554			93.7	%

Africa		77,424		69,798		7,626			10.9	%

Middle East & Africa		113,722		88,542		25,180			28.4	%

Total		1,248,856		1,205,655		43,201			3.6	%

*	Excluding Japan and China

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Komatsu’s operations by region are described below.

Japan

During the period under review, demand for construction equipment advanced thanks to an increase in construction investment, growth of demand in the regions destroyed by the Great East Japan Earthquake through full-scale civil engineering works for the construction and relocation of residences to elevated locations as well as redevelopment of communities, and expanded purchase of equipment by customers who have looked into stricter emission regulations for the near future. As a result, sales improved from the corresponding period a year ago.

With respect to products, Komatsu launched D37PXi-23 small-sized Machine Control dozers to Komatsu Rental Ltd. and other rental companies of the Komatsu Group in December 2013, following D61PXi-23 medium-sized Machine Control dozers launched in September 2013. Concerning new products that are complaint with new emission regulations, which have become effective steadily since 2011, Komatsu has launched over 30 models with an addition of the HB205-2 medium-sized hybrid hydraulic excavator and worked to expand their sales.

Americas

In North America, while demand advanced in the housing and energy development sectors, that in the rental sector remained sluggish. While overall demand lacked a growth momentum in the period under review, sales increased from the corresponding period a year ago, reflecting the Japanese yen’s depreciation. In June 2013, Komatsu launched D61EXi/PXi-23 medium-sized Machine Control dozers in the United States by leading other regions of the world, and has since increased the volume of their sales steadily.

In Latin America, sales declined from the corresponding period a year ago, against the backdrop of declined demand for mining equipment in copper mines in Chile and Peru.

Europe & CIS

In Europe, demand remained slack in Germany and France, among major markets, as economies remained sluggish against the backdrop of the Eurozone crisis. However, sales increased from the corresponding period a year ago, reflecting the Japanese yen’s depreciation.

In CIS, sales decreased from the corresponding period a year ago, as sharply affected by downturned demand for equipment for use in gold mines.

China

Demand, which had been sluggish since FY2011, upturned for recovery in April 2013. Komatsu steadily expanded sales of its flagship 20-ton class hydraulic excavators, especially a new model launched in February 2013, which features improved fuel economy, as well as smaller construction equipment. Sales of 30-ton class hydraulic excavators also recovered in June 2013. As a result, sales significantly improved from the corresponding period a year ago.

In October 2013, Komatsu Shantui Construction Machinery Co., Ltd. a manufacturing subsidiary of medium-sized hydraulic excavators in Shandong Province, received the Deming Prize for 2013 for its proactive TQM (total quality management) efforts. Komatsu Shantui Construction Machinery Co., Ltd. became the first award-winning overseas subsidiary of the Company.

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Asia & Oceania

In Indonesia, the largest market of Southeast Asia, demand for mining and construction equipment dropped, as especially affected by the sluggish international price of thermal coal and the depreciation of the Indonesian rupiah which has accelerated since August 2013. As a result, sales in Asia plunged from the corresponding period a year ago.

In Oceania, as demand for mining equipment in iron ore mines and that for construction equipment remained slack, sales declined from the corresponding period a year ago. In October 2013, Komatsu introduced 30-ton class HB335/365-1 hybrid hydraulic excavators in Australia by leading other regions of the world. They are Komatsu’s second hybrid hydraulic excavators after 20-ton class models.

Middle East & Africa

In the Middle East, sales expanded from the corresponding period a year ago, partly due to demand which increased steadily in Turkey, the largest market of the region, and Gulf nations. In Saudi Arabia, Komatsu worked together with a leading local company, with whom it signed the distributorship agreement in 2012, to steadfastly reinforce sales and product support operations.

In Africa, sales increased from the corresponding period a year ago, reflecting demand for equipment for use in coal and iron ore mines.

Industrial Machinery and Others

While sales of machine tools as well as sheet-metal and press machines remained firm centering on the automobile manufacturing industry, sales decreased by 3.8% from the corresponding nine-month period a year ago, to JPY144.9 billion (USD1,380 million). Segment profit dropped by 70.7% to JPY1.1 billion (USD11 million). In the third quarter of the current fiscal year, the loss of write-off of the inventories of wire saws whose demand have been sluggish was realized in the amount of JPY7.6 billion.

In the business of machine tools as well as sheet-metal and press machines, Komatsu aggressively worked to expand sales of strategic products, such as NTG-4SP grinders, H1F-2 small AC Servo presses, and new KFL Series fiber laser cutting machines, all designed to enhance customers’ productivity, safety and environmental performance.

(2) Financial Conditions

As of December 31, 2013, total assets increased by JPY203.4 billion from the previous fiscal year-end, to JPY2,721.3 billion (USD25,918 million), mainly due to the Japanese yen’s depreciation against the U.S. dollar, euro and renminbi. Interest-bearing debt increased by JPY24.8 billion from the previous fiscal year-end, to JPY704.6 billion (USD6,711 million). Komatsu Ltd. shareholders’ equity increased by JPY161.3 billion from the previous fiscal year-end, to JPY1,354.5 billion (USD12,901 million). As a result, Komatsu Ltd. shareholders’ equity ratio increased by 2.4 percentage points from the previous fiscal year-end, to 49.8%. Net debt-to-equity ratio* was 0.44, compared to 0.49 as of the previous fiscal year-end.

*	Net debt-to-equity ratio = (Interest-bearing debt – Cash and cash equivalents – Time deposits) / Komatsu Ltd. shareholders’ equity

For the nine-month period under review, net cash provided by operating activities totaled JPY188.9 billion (USD1,800 million), an increase of JPY59.9 billion from the corresponding period a year ago, mainly due to net income of JPY122.2 billion (USD1,164 million) and improved working capital. Net cash used in investing activities amounted to JPY110.3 billion (USD1,051 million), an increase of JPY8.6 billion from the corresponding period a year ago, mainly due to the purchase of fixed assets. Net cash used in financing activities amounted to JPY62.5 billion (USD596 million), mainly due to the payment of cash dividends, as compared to JPY14.8 billion used for the corresponding period a year ago. After adding the effects of foreign exchange rate fluctuations, cash and cash equvalents, totaled JPY110.8 billion (USD1,056 million), an increase of JPY17.2 billion from the previous fiscal year-end.

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(3) Projection for the Fiscal Year Ending March 31, 2014

(From April 1, 2013 to March 31, 2014)

On October 28, 2013, Komatsu revised its projections of business results for the fiscal year ending March 31, 2014, which are shown on page 2 of this report.

(4) Others

(1)	Changes in important subsidiaries during the nine month period under review: None

(2)	Use of simplified accounting procedures and adoption of specific accounting procedures for the preparation of consolidated quarterly financial statements: None

(3)	Changes in Significant Accounting Rules, Procedures and Presentation and Changes in Significant Accounting Policies and Estimates

Changes resulting from revisions in accounting standards, etc.: Applicable

From the fiscal year ending March 31, 2014, Komatsu adopted the Accounting Standards Update (“ASU”) 2013-02, “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”. This adoption did not have any impact on Komatsu’s financial position and results of operations.

Changes in other matters except for 1) above: Applicable

The company and some of its consolidated subsidiaries which had adopted the declining balance method for depreciation of property, plant and equipment changed the depreciation method to the straight-line method beginning April 1, 2013.

Komatsu promotes continuous innovation of technologies by concentrating the production of high-value added and technologically important key components in Japan, and also undertakes integrated development and production under the Mother Plant system. As a general rule, Komatsu engages in local production in different parts of the world where there is sufficient market demand for its products. With respect to mainstay products, however, Komatsu has facilitated effective use of its global production capacities by cross sourcing finished products after producing them at its most cost-effective plants and exporting them in light of changes in market demand and foreign exchange rate. Komatsu is establishing its production efficiency, standardization of production and stable operation of production facilities through renewing its old factory buildings in Japan, reassessing logistics and reforming production process by technology innovation as well as cutting down electric power consumption to half at its plants in Japan. With respect to capital investment, Komatsu continues to invest in its production facilities for renovation at a constant level. In light of those activities, Komatsu expects stable production and facility utilization within its production capacity, and is able to receive economic benefits from those facilities at a constant rate throughout their durable periods.

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As a result of reviewing its depreciation method, Komatsu concluded that the straight-line method would be an appropriate depreciation method to reflect its usage of property, plants and equipment and to allocate the costs in earnings.

The effect of the change in depreciation method is recognized prospectively as a change in accounting estimate in accordance with the FASB Accounting Standards Codification (ASC) 250 “Accounting Changes and Error Corrections”.

As a result of the change in depreciation method, depreciation expense for the nine months ended December 31, 2013 decreased by approximately JPY8.6 billion. Net Income attributable to Komatsu Ltd. for the nine months ended December 31, 2013 increased by approximately JPY5.3 billion. Basic and Diluted net income attributable to Komatsu Ltd. per common share for the nine months ended December 31, 2013 increased by JPY5.62, and JPY5.61, respectively.

Cautionary Statement

The announcement set forth herein contains forward-looking statements which reflect management’s current views with respect to certain future events, including expected financial position, operating results, and business strategies. These statements can be identified by the use of terms such as “will,” “believes,” “should,” “projects” and similar terms and expressions that identify future events or expectations. Actual results may differ materially from those projected, and the events and results of such forward-looking assumptions cannot be assured.

Factors that may cause actual results to differ materially from those predicted by such forward-looking statements include, but are not limited to, unanticipated changes in demand for the Company’s principal products, owing to changes in the economic conditions in the Company’s principal markets; changes in exchange rates or the impact of increased competition; unanticipated cost or delays encountered in achieving the Company’s objectives with respect to globalized product sourcing and new Information Technology tools; uncertainties as to the results of the Company’s research and development efforts and its ability to access and protect certain intellectual property rights; and, the impact of regulatory changes and accounting principles and practices.

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Consolidated Financial Statements

(1) Consolidated Balance Sheets

Assets

Millions of yen

As of December 31, 2013

As of March 31, 2013

Ratio (%)

Ratio (%)

Current assets

Cash and cash equivalents

110,890

93,620

Time deposits

132

217

Trade notes and accounts receivable, net

591,975

606,904

Inventories

728,217

633,647

Deferred income taxes and other current assets

171,164

157,668

Total current assets

1,602,378

58.9

1,492,056

59.3

Long-term trade receivables, net

251,320

9.2

235,825

9.4

Investments

Investments in and advances to affiliated companies

20,403

19,404

Investment securities

69,572

59,279

Other

2,111

2,574

Total investments

92,086

3.4

81,257

3.2

Property, plant and equipment

- less accumulated depreciation and amortization

645,957

23.7

585,220

23.2

Goodwill

36,124

1.3

34,703

1.4

Other intangible assets

58,798

2.2

58,523

2.3

- less accumulated amortization

Deferred income taxes and other assets

34,691

1.3

30,273

1.2

Total

2,721,354

100.0

2,517,857

100.0

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Liabilities and Equity

Millions of yen

As of December 31, 2013

As of March 31, 2013

Ratio (%)

Ratio (%)

Current liabilities

Short-term debt

254,988

205,156

Current maturities of long-term debt

108,536

130,793

Trade notes, bills and accounts payable

234,886

226,275

Income taxes payable

25,411

33,227

Deferred income taxes and other current liabilities

232,384

232,125

Total current liabilities

856,205

31.5

827,576

32.8

Long-term liabilities

Long-term debt

341,133

343,814

Liability for pension and retirement benefits

51,598

49,912

Deferred income taxes and other liabilities

54,773

43,860

Total long-term liabilities

447,504

16.4

437,586

17.4

Total liabilities

1,303,709

47.9

1,265,162

50.2

Komatsu Ltd. shareholders’ equity

Common stock

67,870

67,870

Capital surplus

139,370

138,818

Retained earnings:

Appropriated for legal reserve

39,944

38,230

Unappropriated

1,097,588

1,034,504

Accumulated other comprehensive income (loss)

52,021

(43,440

)

Treasury stock

(42,211

)

(42,788

)

Total Komatsu Ltd. shareholders’ equity

1,354,582

49.8

1,193,194

47.4

Noncontrolling interests

63,063

2.3

59,501

2.4

Total equity

1,417,645

52.1

1,252,695

49.8

Total

2,721,354

100.0

2,517,857

100.0

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(2) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income

Nine months ended December 31, 2013 and 2012

Consolidated Statements of Income

Millions of yen except per share amounts


	Nine Months ended December 31, 2013						Nine Months ended December 31, 2012
				Ratio (%)						Ratio (%)
Net sales	¥	1,389,514			100.0		¥	1,350,578			100.0
Cost of sales		991,363			71.3			986,846			73.1
Selling, general and administrative expenses		234,442			16.9			212,663			15.7
Other operating income (expenses), net		1,923			0.1			(578	)		(0.0	)

Operating income		165,632			11.9			150,491			11.1

Other income (expenses), net
Interest and dividend income		3,060			0.2			3,209			0.2
Interest expense		(6,634	)		(0.5	)		(6,155	)		(0.5	)
Other, net		8,073			0.6			(1,957	)		(0.1	)

Total other income (expenses)		4,499			0.3			(4,903	)		(0.4	)

Income before income taxes and equity in earnings of affiliated companies		170,131			12.2			145,588			10.8
Income taxes		49,534			3.6			48,258			3.6
Income before equity in earnings of affiliated companies		120,597			8.7			97,330			7.2
Equity in earnings of affiliated companies		1,633			0.1			1,007			0.1
Net income		122,230			8.8			98,337			7.3
Less: Net income attributable to noncontrolling interests		6,893			0.5			7,241			0.5

Net income attributable to Komatsu Ltd.	¥	115,337			8.3		¥	91,096			6.7

Net income attributable to Komatsu Ltd. per share (Yen)
Basic	¥	121.01					¥	95.66
Diluted	¥	120.88					¥	95.57

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Consolidated Statements of Comprehensive Income

Millions of yen


	Nine Months ended December 31, 2013		Nine Months ended December 31, 2012
Net income	¥	122,230	¥	98,337
Other comprehensive income (loss), for the period, net of tax
Foreign currency translation adjustments		89,561		36,186
Net unrealized holding gains (losses) on securities available for sale		8,171		125
Pension liability adjustments		832		1,611
Net unrealized holding gains (losses) on derivative instruments		361		(18	)

Total		98,925		37,904

Comprehensive income (loss)		221,155		136,241
Less: Comprehensive income (loss) attributable to noncontrolling interests		10,378		9,442

Comprehensive income (loss) attributable to Komatsu Ltd.	¥	210,777	¥	126,799

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Three months ended December 31, 2013 and 2012

Consolidated Statements of Income

Millions of yen except per share amounts


	Three Months ended December 31, 2013						Three Months ended December 31, 2012
				Ratio (%)						Ratio (%)
Net sales	¥	464,393			100.0		¥	419,729			100.0
Cost of sales		330,822			71.2			308,761			73.6
Selling, general and administrative expenses		78,955			17.0			71,179			17.0
Other operating income (expenses), net		2,070			0.4			(562	)		(0.1	)

Operating income		56,686			12.2			39,227			9.3

Other income (expenses), net
Interest and dividend income		774			0.2			941			0.2
Interest expense		(2,271	)		(0.5	)		(1,649	)		(0.4	)
Other, net		2,481			0.5			1,685			0.4

Total other income (expenses)		984			0.2			977			0.2

Income before income taxes and equity in earnings of affiliated companies		57,670			12.4			40,204			9.6

Income taxes		19,414			4.2			13,542			3.2
Income before equity in earnings of affiliated companies		38,256			8.2			26,662			6.4
Equity in earnings of affiliated companies		689			0.1			439			0.1
Net income		38,945			8.4			27,101			6.5
Less: Net income attributable to noncontrolling interests		2,418			0.5			2,117			0.5

Net income attributable to Komatsu Ltd.	¥	36,527			7.9		¥	24,984			6.0

Net income attributable to Komatsu Ltd. per share (Yen)
Basic	¥	38.32					¥	26.23
Diluted	¥	38.28					¥	26.21

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Consolidated Statements of Comprehensive Income

Millions of yen


	Three Months ended December 31, 2013			Three Months ended December 31, 2012
Net income	¥	38,945		¥	27,101
Other comprehensive income (loss), for the period, net of tax
Foreign currency translation adjustments		66,293			80,008
Net unrealized holding gains (losses) on securities available for sale		4,378			6,638
Pension liability adjustments		330			409
Net unrealized holding gains (losses) on derivative instruments		(423	)		(1,398	)

Total		70,578			85,657

Comprehensive income (loss)		109,523			112,758
Less: Comprehensive income (loss) attributable to noncontrolling interests		6,060			7,250

Comprehensive income (loss) attributable to Komatsu Ltd.	¥	103,463		¥	105,508

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(3) Consolidated Statements of Cash Flows

Millions of yen


	Nine Months ended December 31, 2013			Nine Months ended December 31, 2012
Operating activities
Net income	¥	122,230		¥	98,337
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		64,028			64,597
Deferred income taxes		6,588			1,219
Impairment loss and net loss (gain) from sale of investment securities		(1,605	)		97
Net loss (gain) on sale of property		(4,329	)		(435	)
Loss on disposal of fixed assets		2,271			1,045
Pension and retirement benefits, net		1,645			569
Changes in assets and liabilities:
Decrease (increase) in trade receivables		61,729			59,788
Decrease (increase) in inventories		(36,017	)		(16,669	)
Increase (decrease) in trade payables		(1,570	)		(71,360	)
Increase (decrease) in income taxes payable		(8,579	)		(7,225	)
Other, net		(17,397	)		(875	)

Net cash provided by (used in) operating activities		188,994			129,088

Investing activities
Capital expenditures		(130,987	)		(104,356	)
Proceeds from sale of property		19,776			6,402
Proceeds from sale of available for sale investment securities		4,332			595
Purchases of available for sale investment securities		(35	)		(11	)
Acquisition of subsidiaries and equity investees, net of cash acquired		(4,539	)		(5,752	)
Collection of loan receivables		225			613
Disbursement of loan receivables		(16	)		(50	)
Decrease (increase) in time deposits, net		860			788

Net cash provided by (used in) investing activities		(110,384	)		(101,771	)

Financing activities
Proceeds from debt issued (Original maturities greater than three months)		153,316			286,620
Payment on debt (Original maturities greater than three months)		(167,531	)		(268,534	)
Short-term debt—net (Original maturities three months or less)		10,870			21,914
Repayments of capital lease obligations		(2,552	)		(5,057	)
Sale (purchase) of treasury stock, net		(26	)		44
Dividends paid		(50,539	)		(42,877	)
Other, net		(6,068	)		(7,002	)

Net cash provided by (used in) financing activities		(62,530	)		(14,892	)

Effect of exchange rate change on cash and cash equivalents		1,190			(503	)

Net increase (decrease) in cash and cash equivalents		17,270			11,922

Cash and cash equivalents, beginning of year		93,620			83,079

Cash and cash equivalents, end of period	¥	110,890		¥	95,001

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(4) Note to the Going Concern Assumption

None

(5) Business Segment Information

1) Information by Operating Segments

Nine Months ended December 31, 2013 and 2012

(For Nine Months ended December 31, 2013)

Millions of yen

Construction,
Mining and
Utility Equipment

Industrial
Machinery and
Others

Subtotal

Corporate &
elimination

Total

Net sales:

Customers

1,248,856

140,658

1,389,514

—

1,389,514

Intersegment

1,939

4,245

6,184

(6,184

)

—

Total

1,250,795

144,903

1,395,698

(6,184

)

1,389,514

Segment profit

164,124

1,122

165,246

(1,537

)

163,709


(For Nine Months ended December 31, 2012)		Millions of yen


	Construction, Mining and Utility Equipment		Industrial Machinery and Others		Subtotal		Corporate & elimination			Total
Net sales:
Customers		1,205,655		144,923		1,350,578		—			1,350,578
Intersegment		1,959		5,703		7,662		(7,662	)		—

Total		1,207,614		150,626		1,358,240		(7,662	)		1,350,578

Segment profit		148,381		3,824		152,205		(1,136	)		151,069

Three Months ended December 31, 2013 and 2012


(For Three Months ended December 31, 2013)		Millions of yen

Construction,
Mining and
Utility Equipment

Industrial
Machinery and
Others

Subtotal

Corporate &
elimination

Total

Net sales:

Customers

420,081

44,312

464,393

—

464,393

Intersegment

643

992

1,635

(1,635

)

—

Total

420,724

45,304

466,028

(1,635

)

464,393

Segment profit

58,331

(3,686

)

54,645

(29

)

54,616


(For Three Months ended December 31, 2012)		Millions of yen


	Construction, Mining and Utility Equipment		Industrial Machinery and Others		Subtotal		Corporate & elimination			Total
Net sales:
Customers		367,987		51,742		419,729		—			419,729
Intersegment		477		1,685		2,162		(2,162	)		—

Total		368,464		53,427		421,891		(2,162	)		419,729

Segment profit		38,800		523		39,323		466			39,789

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Notes:

1) Business categories and principal products & services included in each operating segment are as follows:

Construction, Mining and Utility Equipment

Excavating equipment, loading equipment, grading & roadbed preparation equipment, hauling equipment, forestry equipment, tunneling machines, recycling equipment, industrial vehicles, other equipment, engines & components, casting products, and logistics

Industrial Machinery and Others

Metal forging & stamping presses, sheet-metal machines, machine tools, defense systems, temperature-control equipment, and others

Transfers between segments are made at estimated arm’s-length prices.

2) Geographic Information

Net sales determined by customer location were as follows:

For Nine Months ended December 31, 2013 and 2012

Millions of yen

Japan

Americas

Europe &
CIS

China

Asia* &
Oceania

Middle East
& Africa

Total

FY2013

310,145

408,234

143,417

130,703

283,272

113,743

1,389,514

FY2012

271,095

393,258

149,208

109,331

338,221

89,465

1,350,578

For Three Months ended December 31, 2013 and 2012

Millions of yen

Japan

Americas

Europe &
CIS

China

Asia* &
Oceania

Middle East
& Africa

Total

FY2013

116,537

135,376

47,238

42,981

84,994

37,267

464,393

FY2012

92,179

124,821

49,636

34,000

91,447

27,646

419,729

*	Excluding Japan and China

(6) Note in Case of Notable Changes in the Amount of Shareholders’ Equity

None

(7) Others

In the Consolidated Statements of Cash Flow, Komatsu disclosed its cash flow of short-term debt in financing activities on a net amount basis in the nine months ended December 31, 2012. Komatsu discloses its cash flow on a net amount basis for the debts whose original maturities are three months or less in the nine months ended December 31, 2013. The Consolidated Statements of Cash Flow for the nine months ended December 31, 2012 have been re-presented to be consistent with the December 31, 2013 presentation. This change does not have any impact on the reported total cash flow from financing activities.

(end)


For Immediate Release

Komatsu Ltd.

Corporate Communications Dept.

Tel: +81-(0)3-5561-2616

Date: January 29, 2014

URL: http://www.komatsu.com

Komatsu to apply for termination of registration with the U.S. Securities

and Exchange Commission

Komatsu Ltd. (hereinafter the “Company”) (President and CEO: Tetsuji Ohashi) hereby announces that at the meeting of the Board of Directors held today, the Company resolved to apply for a termination of its registration with the U.S. Securities and Exchange Commission (the “SEC”) and its reporting obligations under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as below.

1. Reason for termination

The Company issued convertible bonds in the United States through a public offering registered with the SEC in 1967 for the purpose of raising capital, and has since maintained its registration with the SEC.

Since then, the Company has diversified its financing methods, such as through the Euro Medium Term Note Program, and enhanced the efficiency of its funding operation by implementing the Cash Management System. In addition, the external environment has changed considerably, such as an increase in trading of stocks on Japanese stock exchange markets by foreign investors due to the globalization of Japanese financial and capital markets, and the lessening of disparity in the standards of disclosure and internal controls between the United States and Japan due to a series of amendments to Japanese laws, regulations and accounting standards.

The Company has determined that in this environment, there is no need to continue its registration with the SEC. Therefore, the Company has decided to apply for the termination of its registration.

2. Schedule


Early April 2014:		The Company will file the Form 15F with the SEC to terminate its reporting obligations under the Exchange Act. As a result of filing the Form 15F, the Company’s reporting obligations under the Exchange Act will be suspended.

Early July 2014:		Deregistration with the SEC will become effective, terminating the Company’s reporting obligations under the Exchange Act. The schedule may be changed upon the SEC’s objection or request for an extended review.

3. Future plans

While the Company’s reporting obligations under the Exchange Act (including the obligation to file annual reports on Form 20-F) will be terminated upon deregistration with the SEC, the Company will continue to prepare English consolidated financial statements in accordance with U.S. GAAP and disclose them on its website together with English translations of disclosures made pursuant to Japanese law and other important information, such as news releases in order to ensure comparability with prior disclosures. The Company will continue to make efforts to maintain and enhance its disclosure to all of its stakeholders, including shareholders and investors.

The Company intends to maintain its American Depositary Receipt program in the United States even after deregistration, and therefore anticipates that its American Depositary Shares will continue to be traded in the United States on the over-the-counter market.

(end)

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KOMATSU LTD 6-K