UNITEDTable STATESof Contents

QuarterlyTable Report for the Second Quarter of the 145th Fiscal Year filed on November 11, 2013 Contents

SIGNATURESTable of Contents

ConsolidatedTable Balanceof Sheets (Unaudited) Contents

TheTable accompanying Notes are an integral part of these Quarterly Consolidated Financial Statements. Contents

BasisTable of Quarterly Financial Statement Presentation Contents

KomatsuTable adopted the Accounting Standards Update (“ASU”) 2013-02 “Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income”, starting in the first quarter period of FY2013, ending March 31, 2014. This update requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component, and to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income. ASU 2013-02 being a disclosure regulation, such adoption did not have any impact on Komatsu’s financial position and results of operations. The disclosures required by ASU2013-02 are provided in Note 6. Other Comprehensive Income (Loss). Contents

2.Table Supplementalof Cash Flow Information Contents

6.Table Otherof Comprehensive Income (Loss) Contents

8.Table Netof Income Attributable to Komatsu Ltd. per Share Contents

KomatsuTable provides guarantees to third parties of loans of the employees, affiliated companies, customers and other companies. The guarantees of loans relating to the employees are mainly made for their housing loans. The guarantees of loans relating to the affiliated companies, customers and other companies are made to enhance the credit of those companies. Contents

NotionalTable principal amounts of derivative financial instruments outstanding at September 30, 2013 and at March 31, 2013 are as follows: Contents

OCITable standsof for other comprehensive income (loss). Contents

TheTable carrying amount approximates fair value because of the short maturity of these instruments. Contents

(4)Table Long-termof debt, including current portion (Note 12) Contents

TheTable carrying amounts and the estimated fair values of the financial instruments, including financial instruments not qualifying as hedge, at September 30, 2013 and at March 31, 2013, are summarized as follows: Contents

32Table of Contents

~~SECURITIES~~UNITED ~~AND~~STATES ~~EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES ~~D.C.~~AND ~~20549~~EXCHANGE COMMISSION

~~FORM~~Washington, ~~6-K~~ D.C. 20549

~~Report~~FORM ~~of Foreign Private Issuer~~ 6-K

~~Pursuant~~Report toof ~~Rule~~Foreign ~~13a-16~~Private orIssuer ~~15d-16~~

~~under~~Pursuant ~~the~~to ~~Securities~~Rule ~~Exchange~~13a-16 ~~Act~~or of15d-16 ~~1934~~under

~~For~~ the ~~month~~Securities ofExchange ~~November,~~Act ~~2013~~of 1934

~~COMMISSION~~For ~~FILE~~the ~~NUMBER:~~month ~~1-7239~~of January, 2014

~~KOMATSU~~COMMISSION ~~LTD.~~ FILE NUMBER: 1-7239

~~(Translation~~KOMATSU ~~of registrant’s name into English)~~ LTD.

3(Translation –of 6registrant’s ~~Akasaka~~name 2into –English) ~~chome, Minato – ku, Tokyo, 107 – 8414, Japan~~

~~(Address~~3-6 ofAkasaka ~~principal~~2-chome, ~~executive~~Minato-ku, ~~office)~~Tokyo, 107-8414, Japan

~~Indicate~~(Address ~~by check mark whether the registrant files or will file annual reports under cover~~ of ~~Form~~principal ~~20-F~~executive oroffice) ~~Form 40-F.~~

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

~~Indicate by check mark if the registrant is submitting the~~ Form 620-KF x Form ~~in paper as permitted by Regulation S~~40-~~T Rule 101(b)(1):~~ 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)(71): ¨

~~INFORMATION~~Indicate ~~INCLUDED~~by INcheck ~~THIS~~mark ~~REPORT~~if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

OnINFORMATION ~~November 11,~~INCLUDED ~~2013,~~IN ~~the~~THIS ~~registrant~~REPORT filed its Quarterly Report (Shihanki Houkokusho) with the Director of the Kanto Local Finance Bureau of Japan pursuant to the Financial Instruments and Exchange Act of Japan. This Quarterly Report contains, among other information, Quarterly Consolidated Financial Statements for the six months ended September 30, 2013 and the three months ended September 30, 2013.

~~Material~~1. ~~information~~English intranslation ~~the~~of ~~report,~~a ~~other~~company ~~than~~announcement ~~the~~made ~~Quarterly~~on ~~Consolidated~~January ~~Financial Statements~~29, ~~has~~2014 ~~already~~regarding ~~been reported by~~ the ~~registrant~~ inConsolidated ~~its~~Business ~~press~~Results ~~release~~for ~~dated~~the ~~October 28,~~Nine ~~2013,~~Months ~~a copy~~ of ~~which~~the ~~was~~Fiscal ~~submitted~~Year ~~under~~Ending ~~cover~~March ~~of Form 6-K on October 29~~31, ~~2013~~2014 ~~by the registrant~~(U.S. GAAP).

~~Attached~~2. ~~is an~~ English translation of ~~the~~a ~~registrant~~company announcement made on January 29, 2014 regarding Komatsu’s ~~Quarterly~~plan ~~Consolidated~~to ~~Financial~~apply ~~Statements~~ for ~~the~~termination ~~six~~of ~~months~~its ~~ended~~registration ~~September 30,~~with ~~2013 and~~ the ~~three~~U.S. ~~months~~Securities ~~ended~~and ~~September 30,~~Exchange ~~2013~~Commission.

~~Pursuant~~SIGNATURES ~~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.~~

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

~~[Quarterly~~3 ~~Consolidated Financial Statements]~~

LOGO

Komatsu Ltd. ~~and Consolidated~~Corporate ~~Subsidiaries~~Communications Dept. Tel: +81-(0)3-5561-2616 Date: January 29, 2014 URL: http://www.komatsu.com/

~~September 30,~~Consolidated ~~2013~~Business ~~and~~Results ~~March 31,~~for ~~2013~~Nine Months of the Fiscal Year Ending

	September 30, 2013				March 31, 2013
	Millions of yen		Componentratio (%)		Millions of yen		Componentratio (%)
Assets
Current assets
Cash and cash equivalents (Note 11)	¥	91,675			¥	93,620
Time deposits (Note 11)		369				217
Trade notes and accounts receivable, net (Notes 3 and 11)		541,586				606,904
Inventories (Note 4)		679,938				633,647
Deferred income taxes and other current assets (Notes 10, 11 and 12)		162,547				157,668
Total current assets		1,476,115		58.0		1,492,056		59.3
Long-term trade receivables, net (Notes 3 and 11)		245,136		9.6		235,825		9.4
Investments
Investments in and advances to affiliated companies		19,483				19,404
Investment securities (Notes 5, 11 and 12)		62,590				59,279
Other		2,656				2,574
Total investments		84,729		3.3		81,257		3.2
Property, plant and equipment—less accumulated depreciation and amortization of ¥716,081 million at September 30, 2013 and ¥706,297 million at March 31, 2013		616,017		24.2		585,220		23.2
Goodwill		35,132		1.4		34,703		1.4
Other intangible assets—less accumulated amortization		57,234		2.2		58,523		2.3
Deferred income taxes and other assets (Notes 10, 11 and 12)		32,326		1.3		30,273		1.2
	¥	2,546,689		100.0	¥	2,517,857		100.0

March 31, 2014 (U.S. GAAP)

~~The accompanying Notes are an~~1. ~~integral~~Results ~~part~~for ofNine ~~these~~Months ~~Quarterly~~Ended ~~Consolidated~~December 31, ~~Financial~~2013 ~~Statements.~~

4(Amounts are rounded to the nearest million yen)

	September 30, 2013					March 31, 2013
	Millions of yen			Componentratio (%)		Millions of yen			Componentratio (%)
Liabilities and Equity
Current liabilities
Short-term debt (Note 11)	¥	199,509				¥	205,156
Current maturities of long-term debt (Notes 11 and 12)		105,842					130,793
Trade notes, bills and accounts payable (Note 11)		234,508					226,275
Income taxes payable		25,567					33,227
Deferred income taxes and other current liabilities (Notes 10, 11 and 12)		230,991					232,125
Total current liabilities		796,417			31.3		827,576			32.8
Long-term liabilities
Long-term debt (Notes 11 and 12)		315,530					343,814
Liability for pension and retirement benefits		51,013					49,912
Deferred income taxes and other liabilities (Notes 10, 11 and 12)		45,991					43,860
Total long-term liabilities		412,534			16.2		437,586			17.4
Total liabilities		1,208,951			47.5		1,265,162			50.2
Commitments and contingent liabilities (Note 9)
Equity
Komatsu Ltd. shareholders’ equity
Common stock:
Authorized 3,955,000,000 shares
Issued 983,130,260 shares		67,870					67,870
Outstanding 953,189,000 shares at September 30, 2013 and 952,778,859 shares at March 31, 2013
Capital surplus		139,045					138,818
Retained earnings:
Appropriated for legal reserve		39,634					38,230
Unappropriated		1,089,030					1,034,504
Accumulated other comprehensive income (loss) (Notes 5, 6, 10 and 12)		(14,915	)				(43,440	)
Treasury stock at cost, 29,941,260 shares at September 30, 2013 and 30,351,401 shares at March 31, 2013		(42,215	)				(42,788	)
Total Komatsu Ltd. shareholders’ equity		1,278,449			50.2		1,193,194			47.4
Noncontrolling interests		59,289			2.3		59,501			2.4
Total equity		1,337,738			52.5		1,252,695			49.8
	¥	2,546,689			100.0	¥	2,517,857			100.0

(1) Consolidated Financial Highlights

~~The~~Millions ~~accompanying Notes are an integral part~~ of yen ~~these~~except ~~Quarterly~~per ~~Consolidated~~share ~~Financial~~amounts ~~Statements.~~


	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

~~Consolidated~~Note: ~~Statements~~Comprehensive ofincome ~~Income~~for ~~and~~nine ~~Consolidated~~months ~~Statements~~ended ofDecember 31, ~~Comprehensive~~2013 ~~Income~~and 2012

(Unaudited)


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

~~Komatsu~~(2) ~~Ltd. and~~ Consolidated ~~Subsidiaries~~ Financial Position

~~Six~~Millions ~~months~~of ~~ended~~yen ~~September 30,~~except ~~2013~~per ~~and~~share ~~2012~~amounts

Consolidated Statements of Income


	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

	Six months ended						Six months ended
	September 30, 2013						September 30, 2012
				Component						Component
	Millions of yen			ratio (%)			Millions of yen			ratio (%)
Net sales	¥	925,121			100.0		¥	930,849			100.0
Cost of sales (Note 10)		660,541			71.4			678,085			72.8
Selling, general and administrative expenses (Note 7)		155,487			16.8			141,484			15.2
Other operating income (expenses), net		(147	)		(0.0	)		(16	)		(0.0	)
Operating income		108,946			11.8			111,264			12.0
Other income (expenses), net
Interest and dividend income		2,286			0.2			2,268			0.2
Interest expense		(4,363	)		(0.5	)		(4,506	)		(0.5	)
Other, net (Notes 5, 10 and 12)		5,592			0.6			(3,642	)		(0.4	)
Total		3,515			0.4			(5,880	)		(0.6	)
Income before income taxes and equity in earnings of affiliated companies		112,461			12.2			105,384			11.3
Income taxes
Current		28,744						36,234
Deferred		1,376						(1,518	)
Total		30,120			3.3			34,716			3.7
Income before equity in earnings of affiliated companies		82,341			8.9			70,668			7.6
Equity in earnings of affiliated companies		944			0.1			568			0.1
Net income		83,285			9.0			71,236			7.7
Less: Net income attributable to noncontrolling interests		4,475			0.5			5,124			0.6
Net income attributable to Komatsu Ltd.	¥	78,810			8.5		¥	66,112			7.1

2. Dividends

	Yen
	Six months ended		Six months ended
	September 30, 2013		September 30, 2012
Net income attributable to Komatsu Ltd. per share (Note 8)
Basic	¥	82.69	¥	69.42
Diluted		82.60		69.37
Cash dividends per share (Note 14)		24.00		21.00


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

The accompanying Notes are an integral part of these Quarterly Consolidated Financial Statements.

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

6Note: Changes in the projected cash dividend as of January 29, 2014: None

~~Consolidated~~1 ~~Statements of Comprehensive Income~~

	Six months ended		Six months ended
	September 30, 2013		September 30, 2012
	Millions of yen		Millions of yen
Net income	¥	83,285	¥	71,236
Other comprehensive income (loss), for the period, net of tax
Foreign currency translation adjustments (Note 6)		23,268		(43,822	)
Net unrealized holding gains (losses) on securities available for sale (Notes 5 and 6)		3,793		(6,513	)
Pension liability adjustments (Note 6)		502		1,202
Net unrealized holding gains (losses) on derivative instruments (Notes 6 and 10)		784		1,380
Total		28,347		(47,753	)
Comprehensive income (loss)		111,632		23,483
Less: Comprehensive income (loss) attributable to noncontrolling interests		4,318		2,192
Comprehensive income (loss) attributable to Komatsu Ltd.	¥	107,314	¥	21,291

LOGO

~~The~~3. ~~accompanying~~Projection ~~Notes~~for ~~are~~the anFiscal ~~integral~~Year ~~part~~Ending ofMarch 31, ~~these~~2014 ~~Quarterly Consolidated Financial Statements.~~

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

~~Three~~Millions ~~months~~of ~~ended~~yen ~~September 30,~~except ~~2013~~per ~~and~~share ~~2012~~amounts

Consolidated Statements of Income


	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

	Three months ended						Three months ended
	September 30, 2013						September 30, 2012
				Component						Component
	Millions of yen			ratio (%)			Millions of yen			ratio (%)
Net sales	¥	469,962			100.0		¥	460,901			100.0
Cost of sales (Note 10)		335,175			71.3			334,930			72.7
Selling, general and administrative expenses (Note 7)		78,240			16.6			69,955			15.2
Other operating income (expenses), net		(14	)		(0.0	)		(470	)		(0.1	)
Operating income		56,533			12.0			55,546			12.1
Other income (expenses), net
Interest and dividend income		884			0.2			952			0.2
Interest expense		(2,116	)		(0.5	)		(2,383	)		(0.5	)
Other, net (Notes 5, 10 and 12)		5,571			1.2			27			0.0
Total		4,339			0.9			(1,404	)		(0.3	)
Income before income taxes and equity in earnings of affiliated companies		60,872			13.0			54,142			11.7
Income taxes
Current		22,167						21,630
Deferred		(4,591	)					(4,058	)
Total		17,576			3.7			17,572			3.8
Income before equity in earnings of affiliated companies		43,296			9.2			36,570			7.9
Equity in earnings of affiliated companies		653			0.1			338			0.1
Net income		43,949			9.4			36,908			8.0
Less: Net income attributable to noncontrolling interests		2,430			0.5			2,920			0.6
Net income attributable to Komatsu Ltd.	¥	41,519			8.8		¥	33,988			7.4

Notes:

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

	Yen
	Three months ended		Three months ended
	September 30, 2013		September 30, 2012
Net income attributable to Komatsu Ltd. per share (Note 8)
Basic	¥	43.56	¥	35.69
Diluted		43.51		35.66
Cash dividends per share		—		—

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

~~The accompanying Notes are an integral part of these Quarterly Consolidated Financial Statements~~4. Others

8(1) Changes in important subsidiaries during the nine months period under review: None

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

	Three months ended			Three months ended
	September 30, 2013			September 30, 2012
	Millions of yen			Millions of yen
Net income	¥	43,949		¥	36,908
Other comprehensive income (loss), for the period, net of tax
Foreign currency translation adjustments (Note 6)		(5,377	)		(5,022	)
Net unrealized holding gains (losses) on securities available for sale (Notes 5 and 6)		2,122			(2,081	)
Pension liability adjustments (Note 6)		207			638
Net unrealized holding gains (losses) on derivative instruments (Notes 6 and 10)		(103	)		19
Total		(3,151	)		(6,446	)
Comprehensive income (loss)		40,798			30,462
Less: Comprehensive income (loss) attributable to noncontrolling interests		2,131			2,760
Comprehensive income (loss) attributable to Komatsu Ltd.	¥	38,667		¥	27,702

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

~~The~~1) ~~accompanying~~Changes ~~Notes~~resulting ~~are~~from anrevisions ~~integral~~in ~~part~~accounting ofstandards, ~~these~~etc: ~~Quarterly Consolidated Financial Statements.~~ Applicable

92) Changes in other matters except for 1) above: Applicable

~~Consolidated~~Note: ~~Statements~~See ~~of Equity~~ (~~Unaudited~~4) Others on page 9 for more details.

~~Komatsu~~(4) ~~Ltd.~~Number ~~and~~of ~~Consolidated~~common ~~Subsidiaries~~shares outstanding

~~Six~~1) ~~months~~The ~~ended~~numbers ~~September~~of ~~30,~~common ~~2013~~shares ~~Millions~~issued of(including ~~yen~~treasury stock) were as follows:

						Retained earnings					Accumulated						Total
	Commonstock		Capitalsurplus			Appropriatedfor legalreserve		Unappropriated			othercomprehensiveincome (loss)			Treasurystock			Komatsu Ltd.shareholders’equity			Noncontrollinginterests			Totalequity
Balance at March 31, 2013	¥	67,870	¥	138,818		¥	38,230	¥	1,034,504		¥	(43,440	)	¥	(42,788	)	¥	1,193,194		¥	59,501		¥	1,252,695
Cash dividends (Note 14)									(22,880	)								(22,880	)		(4,102	)		(26,982	)
Transfer to retained earnings appropriated for legal reserve							1,404		(1,404	)								—						—
Other changes				(112	)							21						(91	)		(428	)		(519	)
Net income									78,810									78,810			4,475			83,285
Other comprehensive income (loss), for the period, net of tax(Note 6)												28,504						28,504			(157	)		28,347
Issuance and exercise of stock acquisition rights (Note 7)				4														4						4
Purchase of treasury stock															(25	)		(25	)					(25	)
Sales of treasury stock				335											598			933						933
Balance at September 30, 2013	¥	67,870	¥	139,045		¥	39,634	¥	1,089,030		¥	(14,915	)	¥	(42,215	)	¥	1,278,449		¥	59,289		¥	1,337,738

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

~~Six~~As ~~months~~of ~~ended~~March 31, ~~September 30~~2013: 983,130,260 ~~2012~~shares ~~Millions of yen~~

					Retained earnings					Accumulated						Total
	Commonstock		Capitalsurplus		Appropriatedfor legalreserve		Unappropriated			othercomprehensiveincome (loss)			Treasurystock			Komatsu Ltd.shareholders’equity			Noncontrollinginterests			Totalequity
Balance at March 31, 2012	¥	67,870	¥	138,384	¥	37,954	¥	951,395		¥	(142,389	)	¥	(43,518	)	¥	1,009,696		¥	47,761		¥	1,057,457
Cash dividends (Note 14)								(20,009	)								(20,009	)		(5,652	)		(25,661	)
Transfer to retained earnings appropriated for legal reserve						300		(300	)								—						—
Other changes																	—			34			34
Net income								66,112									66,112			5,124			71,236
Other comprehensive income (loss), for the period, net of tax(Note 6)											(44,821	)					(44,821	)		(2,932	)		(47,753	)
Issuance and exercise of stock acquisition rights (Note 7)				199													199						199
Purchase of treasury stock														(15	)		(15	)					(15	)
Sales of treasury stock								(54	)					107			53						53
Balance at September 30, 2012	¥	67,870	¥	138,583	¥	38,254	¥	997,144		¥	(187,210	)	¥	(43,426	)	¥	1,011,215		¥	44,335		¥	1,055,550

The numbers of shares of treasury were as follows:

~~The~~As ~~accompanying Notes are an integral part~~ of ~~these~~December 31, 2013: 29,934,560 ~~Quarterly~~shares ~~Consolidated Financial Statements.~~

10As of March 31, 2013: 30,351,401 shares

~~Consolidated~~3) ~~Statements~~The weighted average numbers of ~~Cash~~common ~~Flows~~shares ~~(Unaudited)~~outstanding were as follows:

~~Komatsu~~Nine ~~Ltd.~~months ~~and~~period ended ~~Consolidated~~December 31, ~~Subsidiaries~~2013: 953,113,777 shares

~~Six~~Nine months period ended ~~September~~ December 3031, ~~2013 and~~ 2012: 952,321,093 shares

	Millions of yen
	Six months endedSeptember 30, 2013			Six months endedSeptember 30, 2012
Operating activities
Net income	¥	83,285		¥	71,236
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		43,231			42,544
Deferred income taxes		1,376			(1,518	)
Impairment loss and net loss (gain) from sale of investment securities		(1,498	)		81
Net loss (gain) on sale of property		(1,346	)		(249	)
Loss on disposal of fixed assets		1,858			800
Pension and retirement benefits, net		1,397			1,077
Changes in assets and liabilities:
Decrease (increase) in trade receivables		73,959			54,536
Decrease (increase) in inventories		(32,488	)		(23,186	)
Increase (decrease) in trade payables		6,829			(47,492	)
Increase (decrease) in income taxes payable		(8,153	)		(4,777	)
Other, net		(4,794	)		3,255
Net cash provided by (used in) operating activities		163,656			96,307
Investing activities
Capital expenditures		(85,134	)		(69,028	)
Proceeds from sale of property		9,311			3,801
Proceeds from sale of available for sale investment securities		4,203			423
Purchases of available for sale investment securities		(33	)		(3	)
Acquisition of subsidiaries and equity investees, net of cash acquired		(4,539	)		283
Collection of loan receivables		201			508
Disbursement of loan receivables		(16	)		—
Decrease (increase) in time deposits, net		(147	)		760
Net cash provided by (used in) investing activities		(76,154	)		(63,256	)
Financing activities
Proceeds from debt issued (Original maturities greater than three months) (Note 2)		83,745			176,194
Payment on debt (Original maturities greater than three months) (Note 2)		(111,077	)		(210,272	)
Short-term debt—net (Original maturities three months or less) (Note 2)		(34,894	)		32,176
Repayments of capital lease obligations		(1,849	)		(3,648	)
Sale (purchase) of treasury stock, net		(16	)		47
Dividends paid		(22,880	)		(20,009	)
Other, net		(5,011	)		(6,438	)
Net cash provided by (used in) financing activities		(91,982	)		(31,950	)
Effect of exchange rate change on cash and cash equivalents		2,535			(4,237	)
Net increase (decrease) in cash and cash equivalents		(1,945	)		(3,136	)
Cash and cash equivalents, beginning of year		93,620			83,079
Cash and cash equivalents, end of period	¥	91,675		¥	79,943

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11[Reference]

~~Komatsu~~Results ~~Ltd.~~for ~~and~~Three ~~Consolidated~~Months ~~Subsidiaries~~Ended December 31, 2013

~~Six~~Millions ~~months~~of ~~ended~~yen ~~September 30,~~except ~~2013~~per ~~and~~share ~~2012~~amounts

Notes to Quarterly Consolidated Financial Statements (Unaudited)


	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

1.3 ~~Basis of Quarterly Financial Statement Presentation and Summary of Significant Accounting Policies~~

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~~Komatsu~~Appendix Ltd. (“Company”) and its consolidated subsidiaries (together “Komatsu”) prepare and present the accompanying quarterly consolidated financial statements in accordance with generally accepted accounting principles in the United States of America.

Summary of Significant Accounting Policies


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

~~(1)~~4 ~~Adoption of new accounting standards~~

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~~(2)~~Management ~~Change~~Performance inand ~~depreciation~~Financial ~~method~~Conditions

~~The~~(1) ~~Company~~Outline ~~and some~~ of ~~its consolidated~~Operations ~~subsidiaries which had adopted the declining balance method for depreciation of property, plant~~ and ~~equipment~~Business ~~changed~~Results ~~the depreciation method to the straight-line method beginning April 1, 2013.~~

Komatsu ~~promotes~~Ltd. ~~continuous~~(“Company”) ~~innovation of technologies by concentrating the production of high-value added~~ and ~~technologically~~its ~~important~~consolidated ~~key~~subsidiaries ~~components~~(together ~~in Japan, and also undertakes integrated development and production under the Mother Plant system. As a general rule,~~ “Komatsu”) ~~engages~~embarked inon ~~local production in different parts of~~ the ~~world~~“Together ~~where~~We ~~there~~Innovate ~~is sufficient market demand for its products. With~~GEMBA ~~respect~~Worldwide” tothree-year ~~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~~mid-~~effective~~range ~~plants~~management ~~and~~plan ~~exporting them~~ in ~~light~~April of2013. ~~changes~~Under ~~in market~~this ~~demand~~plan, ~~and foreign exchange rate.~~ Komatsu is ~~establishing~~making ~~its~~focused ~~production~~efforts ~~efficiency,~~on ~~standardization~~1) ofgrowth ~~production~~strategies ~~and~~based ~~stable~~on ~~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 in half at its plants in Japan. With respect to capital investment~~, ~~Komatsu~~2) ~~continues~~growth tostrategies ~~invest in its production facilities for renovation at a constant level. In light~~ of ~~those~~existing ~~activities~~businesses, ~~Komatsu expects stable production~~ and ~~facility~~3) ~~utilization~~structural ~~within~~reforms ~~its~~designed ~~production capacity, and is able~~ to reinforce ~~receive~~the ~~economic~~business ~~benefits from those facilities at a constant rate throughout their durable periods~~foundation.

AsFor athe ~~result~~nine-month period (April 1 – December 31, 2013) of ~~reviewing~~the ~~its~~fiscal ~~depreciation~~year ~~method~~ending March 31, ~~Komatsu~~2014, ~~concluded~~which ~~that~~represents the ~~straight~~first year of the mid-~~line~~range ~~method~~management ~~would~~plan, bein anthe ~~appropriate~~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, ~~method~~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 ~~reflect~~as ~~its~~sheet-metal ~~usage~~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 ~~property~~write-off of the inventories of wire saws was realized, ~~plants~~operating income improved by 10.1% to JPY165.6 billion (USD1,577 million), supported by improved selling prices and ~~equipment~~production costs, continued focus on curtailing fixed costs and the Japanese yen’s depreciation. Operating income ratio increased by 0.8 points to ~~allocate~~11.9%. ~~the~~Income ~~costs~~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).

~~The~~[Consolidated ~~effect~~Financial ofHighlights] ~~the~~Millions ~~change~~of 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”. yen

As a result of the change in depreciation method, depreciation expense for the six months ended September 30, 2013 decreased by ¥5,394 million. Net Income attributable to Komatsu Ltd. for the six months ended September 30, 2013 increased by ¥3,339 million. Both Basic and Diluted net income attributable to Komatsu Ltd. per common share for the six months ended September 30, 2013 increased by ¥3.50.


	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	%

~~Excluding~~Note: ~~the~~Sales ~~above,~~and ~~there~~profit isfigures noin ~~material~~this ~~change~~report ~~for~~show ~~Summary~~the respective sums of ~~Significant~~nine ~~Accounting~~months ~~Policies~~from ~~stated~~April 1 to December 31, 2013. Unless otherwise noted, all sales by segment in ~~annual~~this report ~~for~~indicate the ~~year~~ ~~ended~~amounts ~~March 31,~~before ~~2013.~~elimination of inter-segment transactions.

125

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~~Additional~~Business ~~cash~~results ~~flow~~by ~~information~~operation ~~and noncash investing and financing activities for the six months ended September 30, 2013 and 2012~~ are asdescribed ~~follows:~~below.

	Millions of yen
	Six months endedSeptember 30, 2013		Six months endedSeptember 30, 2012
Additional cash flow information:
Interest paid	¥	4,817	¥	4,602
Income taxes paid		41,556		37,037
Noncash investing and financing activities:
Capital lease obligations incurred	¥	407	¥	2,625

Construction, Mining and Utility Equipment

InWhile demand ~~the~~for ~~consolidated~~mining ~~statements~~equipment ofremained ~~cash flow~~slack, ~~Komatsu~~especially ~~disclosed~~in ~~its~~coal ~~cash~~mines, ~~flow~~that offor ~~short-term~~construction ~~debt~~equipment inwas ~~financing~~strong ~~activities~~in onJapan ~~a net~~and ~~amount~~steadily ~~basis~~increased in ~~the~~China, ~~six~~where ~~months~~demand ~~ended~~upturned ~~September 30,~~for ~~2012.~~recovery ~~Komatsu~~during ~~discloses~~the ~~its~~current ~~cash~~fiscal ~~flow~~year. onIn aaddition, ~~net~~the ~~amount~~Japanese yen ~~basis~~depreciated ~~for~~against the ~~debts~~U.S. ~~whose~~dollar, ~~original~~euro, ~~maturities~~renminbi ~~are~~and ~~three~~some ~~months~~other orcurrencies, ~~less~~compared into the ~~six~~corresponding ~~months~~period ~~ended~~a ~~September 30,~~year ~~2013~~ago. ~~The consolidated~~Sales ~~statements~~ of ~~cash~~construction, ~~flow~~mining ~~for~~and ~~the~~utility ~~six~~equipment ~~months~~increased ~~ended~~by ~~September 30,~~3.6% ~~2012~~from ~~have~~the ~~been~~corresponding ~~re-presented~~period toa beyear ~~consistent~~ago, ~~with~~to JPY1,250.7 ~~the~~billion ~~September 30~~(USD11,912 ~~2013 presentation~~million). ~~This~~Segment ~~change~~profit ~~does~~increased ~~not~~by ~~have~~10.6% ~~any~~to ~~impact~~JPY164.1 onbillion ~~the~~(USD1,563 ~~reported total cash flow from financing activities~~million).

13Under 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.

3To 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. ~~Allowance~~Komatsu ~~for~~also ~~Doubtful~~facilitated ~~Receivables~~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.

At[Sales ~~September 30,~~to ~~2013~~Outside ~~and~~Customers atof ~~March 31~~Construction, ~~2013,~~Mining ~~allowances for doubtful receivables deducted from Trade notes~~ and ~~accounts~~Utility ~~receivable,~~Equipment ~~net~~by ~~and~~Region] ~~Long-term trade~~Millions ~~receivables,~~of ~~net are ¥17,849 million and ¥17,994 million, respectively.~~ 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	%

4.* ~~Inventories~~Excluding Japan and China

At6 ~~September 30, 2013 and at March 31, 2013, inventories comprised the following:~~

	Millions of yen
	September 30,2013		March 31,2013
Finished products, including finished parts held for sale	¥	477,149	¥	437,729
Work in process		147,977		141,166
Materials and supplies		54,812		54,752
Total	¥	679,938	¥	633,647

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15Komatsu’s operations by region are described below.

5.Japan ~~Investment Securities~~

~~Investment~~During ~~securities~~the atperiod ~~September 30~~under review, ~~2013~~demand ~~and~~for construction atequipment ~~March 31~~advanced thanks to an increase in construction investment, ~~2013~~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, ~~primarily~~and ~~consisted~~expanded purchase of ~~securities~~equipment ~~available~~by customers who have looked into stricter emission regulations for ~~sale~~the near future. As a result, sales improved from the corresponding period a year ago.

~~Unrealized~~With ~~holding~~respect ~~gains~~to products, Komatsu launched D37PXi-23 small-sized Machine Control dozers to Komatsu Rental Ltd. and other ~~losses~~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 ~~included~~complaint aswith anew ~~component~~emission regulations, which have become effective steadily since 2011, Komatsu has launched over 30 models with an addition of ~~accumulated~~the ~~other~~HB205-2 ~~comprehensive~~medium-sized ~~income~~hybrid ~~(loss)~~hydraulic ~~until~~excavator ~~realized~~and worked to expand their sales.

~~The~~Americas ~~cost, gross unrealized holding gains and losses, and fair value for such investment securities by major security types at September 30, 2013 and at March 31, 2013, are as follows:~~

	Millions of yen
			Gross unrealized holding
	Cost		Gains		Losses		Fair value
At September 30, 2013
Investment securities:
Marketable equity securities available for sale	¥	15,664	¥	38,888	¥	—	¥	54,552
Other investment securities at cost		8,038
	¥	23,702
At March 31, 2013
Investment securities:
Marketable equity securities available for sale	¥	17,915	¥	33,047	¥	8	¥	50,954
Other investment securities at cost		8,325
	¥	26,240

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.

~~Other~~In ~~investment~~Latin ~~securities~~America, ~~primarily~~sales ~~include~~declined ~~non-marketable~~from ~~equity~~the ~~securities~~corresponding period a year ago, against the backdrop of declined demand for mining equipment in copper mines in Chile and Peru.

~~Proceeds from the sales of investment securities available for sale were ¥4,203 million and ¥423 million for the six months ended September~~Europe ~~30, 2013~~& ~~and~~CIS ~~2012, respectively.~~

~~Impairment~~In ~~loss~~Europe, ~~and~~demand ~~net~~remained ~~gain~~slack ~~(loss)~~in ~~from~~Germany ~~sale of investment securities available for sale during the six months ended September 30, 2013~~ and ~~2012~~France, ~~amounted~~among tomajor ~~gains of ¥1~~markets,~~498~~ ~~million~~as ~~and~~economies ~~losses~~remained ofsluggish ~~¥81~~against ~~million,~~the ~~respectively.~~backdrop ~~Impairment loss and net gain (loss) from sale~~ of ~~investment securities available for sale during~~ the ~~three~~Eurozone ~~months ended~~crisis. ~~September 30~~However, ~~2013~~sales ~~and~~increased ~~2012,~~from ~~amounted~~the tocorresponding ~~gains~~period ofa ~~¥1,491~~year ~~million and losses of ¥11 million~~ago, ~~respectively.~~reflecting ~~Such gains and losses were included in other income (expenses), net in~~ the ~~accompanying~~Japanese ~~consolidated~~yen’s ~~statements of income~~depreciation.

~~The~~In ~~cost~~CIS, ofsales decreased from the ~~investment~~corresponding ~~securities~~period ~~sold~~a ~~was~~year ~~computed~~ago, ~~based~~as onsharply ~~the~~affected ~~average-cost~~by ~~method~~downturned demand for equipment for use in gold mines.

~~Gross~~China unrealized holding losses and the fair value of available-for-sale securities, aggregated by length of time that individual securities have been in a continuous unrealized loss position at March 31, 2013, are as follows. Not applicable at September 30, 2013.

Millions of yen

Less than 12 months

12 months or longer

Total

Gross

unrealized

holding

Fair value

losses

Fair value

losses

Fair value

losses

At March 31, 2013

Investment securities:

Marketable equity securities available for sale

190

—

190

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 ~~judged~~Shantui ~~the~~Construction ~~decline~~Machinery inCo., ~~fair~~Ltd. ~~value~~a manufacturing subsidiary of ~~investment~~medium-sized ~~securities~~hydraulic atexcavators ~~March 31~~in Shandong Province,~~2013,~~ toreceived bethe ~~temporary,~~Deming byPrize ~~considering~~for ~~such factors~~2013 asfor ~~financial~~its ~~and~~proactive ~~operating~~TQM ~~conditions~~(total ofquality ~~issuer,~~management) ~~the~~efforts. ~~industry~~Komatsu inShantui ~~which~~Construction Machinery Co., Ltd. became the ~~issuer~~first ~~operates~~award-winning overseas ~~and~~subsidiary ~~other~~of ~~relevant~~the ~~factors~~Company.

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~~Changes in accumulated other comprehensive income (loss) for the six months ended September~~Asia ~~30,~~& ~~2013~~Oceania ~~and the three months ended September 30, 2013 are as follows:~~

	Millions of yen
	Six months ended September 30, 2013
				Net unrealized						Net unrealized
	Foreign			holding						holding
	currency			gains (losses)			Pension			gains (losses)
	translation			on securities			liability			on derivative
	adjustments			available for sale			adjustments			instruments			Total
Balance, beginning of year	¥	(38,833	)	¥	21,519		¥	(24,835	)	¥	(1,291	)	¥	(43,440	)
Other comprehensive income (loss) before reclassifications		25,558			4,701			(232	)		(3,033	)		26,994
Amounts reclassified from accumulated other comprehensive income (loss)		(2,290	)		(908	)		734			3,817			1,353
Net current-period other comprehensive income (loss)		23,268			3,793			502			784			28,347
Less: other comprehensive income (loss) attributable to noncotrolling interests		(185	)		—			(3	)		31			(157	)
Other comprehensive income (loss) attributable to Komatsu Ltd.		23,453			3,793			505			753			28,504
Equity transactions with noncontrolling interests		21			—			—			—			21
Balance, end of period	¥	(15,359	)	¥	25,312		¥	(24,330	)	¥	(538	)	¥	(14,915	)

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.

~~All~~In ~~amounts~~Oceania, ~~are~~as ~~net~~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 ~~tax~~the world. They are Komatsu’s second hybrid hydraulic excavators after 20-ton class models.

	Millions of yen
	Three months ended September 30, 2013
				Net unrealized						Net unrealized
	Foreign			holding						holding
	currency			gains (losses)			Pension			gains (losses)
	translation			on securities			liability			on derivative
	adjustments			available for sale			adjustments			instruments			Total
Balance, beginning of period	¥	(10,346	)	¥	23,190		¥	(24,539	)	¥	(413	)	¥	(12,108	)
Other comprehensive income (loss) before reclassifications		(3,087	)		3,030			(114	)		(417	)		(588	)
Amounts reclassified from accumulated other comprehensive income (loss)		(2,290	)		(908	)		321			314			(2,563	)
Net current-period other comprehensive income (loss)		(5,377	)		2,122			207			(103	)		(3,151	)
Less: other comprehensive income (loss) attributable to noncotrolling interests		(319	)		—			(2	)		22			(299	)
Other comprehensive income (loss) attributable to Komatsu Ltd.		(5,058	)		2,122			209			(125	)		(2,852	)
Equity transactions with noncontrolling interests		45			—			—			—			45
Balance, end of period	¥	(15,359	)	¥	25,312		¥	(24,330	)	¥	(538	)	¥	(14,915	)

Middle East & Africa

~~All~~In ~~amounts~~the Middle ~~are~~East, ~~net~~sales expanded from the corresponding period a year ago, partly due to demand which increased steadily in Turkey, the largest market of ~~tax~~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.

17In Africa, sales increased from the corresponding period a year ago, reflecting demand for equipment for use in coal and iron ore mines.

~~Reclassifications~~Industrial ~~out of accumulated other comprehensive income (loss) for the six months ended~~Machinery ~~September 30, 2013~~ and ~~the~~Others ~~three months ended September 30, 2013 are as follows:~~

	Millions of yen
	Six months ended			Affected line items in
	September 30, 2013			consolidated statements of income
Foreign currency translation adjustments
Liquidation	¥	2,290		Other income (expenses), net: Other, net
		2,290		Total before tax
		—		Income taxes
		2,290		Net of tax
Net unrealized holding gains (losses) on securities available for sale
Gain from sale		1,498		Other income (expenses), net: Other, net
		1,498		Total before tax
		(590	)	Income taxes
		908		Net of tax
Pension liability adjustments
Amortization of actuarial loss and prior service cost		(1,164	)	*1
		(1,164	)	Total before tax
		430		Income taxes
		(734	)	Net of tax
Net unrealized holding gains (losses) on derivative instruments
Forwards contracts		(6,166	)	Other income (expenses), net: Other, net
		(6,166	)	Total before tax
		2,349		Income taxes
		(3,817	)	Net of tax
Total reclassifications for the period	¥	(1,353	)	Net of tax

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.

*1In ~~This~~the business ~~amount~~of ismachine ~~included~~tools inas ~~the~~well ~~computation~~as sheet-metal and press machines, Komatsu aggressively worked to expand sales of ~~net~~strategic ~~periodic~~products, ~~pension~~such ~~cost~~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.

18(2) Financial Conditions

	Millions of yen
	Three months ended			Affected line items in
	September 30, 2013			consolidated statements of income
Foreign currency translation adjustments
Liquidation	¥	2,290		Other income (expenses), net: Other, net
		2,290		Total before tax
		—		Income taxes
		2,290		Net of tax
Net unrealized holding gains (losses) on securities available for sale
Gain from sale		1,498		Other income (expenses), net: Other, net
		1,498		Total before tax
		(590	)	Income taxes
		908		Net of tax
Pension liability adjustments
Amortization of actuarial loss and prior service cost		(552	)	*1
		(552	)	Total before tax
		231		Income taxes
		(321	)	Net of tax
Net unrealized holding gains (losses) on derivative instruments
Forwards contracts		(508	)	Other income (expenses), net: Other, net
		(508	)	Total before tax
		194		Income taxes
		(314	)	Net of tax
Total reclassifications for the period	¥	2,563		Net of tax

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.

*1 ~~This~~Net ~~amount~~debt-to-equity isratio ~~included~~= in(Interest-bearing ~~the~~debt ~~computation~~– ofCash ~~net~~and ~~periodic~~cash ~~pension~~equivalents ~~cost~~– Time deposits) / Komatsu Ltd. shareholders’ equity

19For 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.

~~Tax~~8 ~~effects allocated to each component of other comprehensive income (loss) for the six months ended September 30, 2013 and the three months ended September 30, 2013 are as follows:~~

	Millions of yen
	Six months ended September 30, 2013
	Before taxamount			Tax (expense)or benefit			Net of taxamount
Foreign currency translation adjustments
Foreign currency translation adjustments arising during period	¥	25,605		¥	(47	)	¥	25,558
Less: reclassification adjustment for gains included in net income		(2,290	)		—			(2,290	)
Net foreign currency translation adjustments		23,315			(47	)		23,268
Net unrealized holding gains (losses) on securities available for sale
Unrealized holding gains arising during period		7,382			(2,681	)		4,701
Less: reclassification adjustment for gains included in net income		(1,498	)		590			(908	)
Net unrealized gains		5,884			(2,091	)		3,793
Pension liability adjustments
Pension liability adjustments arising during period		(332	)		100			(232	)
Less: reclassification adjustment for losses included in net income		1,164			(430	)		734
Net pension liability adjustments		832			(330	)		502
Net unrealized holding gains (losses) on derivative instruments
Changes in fair value of derivatives		(4,914	)		1,881			(3,033	)
Net losses reclassified into earnings		6,166			(2,349	)		3,817
Net unrealized gains		1,252			(468	)		784
Other comprehensive income (loss)	¥	31,283		¥	(2,936	)	¥	28,347

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	Millions of yen
	Three months ended September 30, 2013
	Before taxamount			Tax (expense)or benefit			Net of taxamount
Foreign currency translation adjustments
Foreign currency translation adjustments arising during period	¥	(3,098	)	¥	11		¥	(3,087	)
Less: reclassification adjustment for gains included in net income		(2,290	)		—			(2,290	)
Net foreign currency translation adjustments		(5,388	)		11			(5,377	)
Net unrealized holding gains (losses) on securities available for sale
Unrealized holding gains arising during period		4,789			(1,759	)		3,030
Less: reclassification adjustment for gains included in net income		(1,498	)		590			(908	)
Net unrealized gains		3,291			(1,169	)		2,122
Pension liability adjustments
Pension liability adjustments arising during period		(64	)		(50	)		(114	)
Less: reclassification adjustment for losses included in net income		552			(231	)		321
Net pension liability adjustments		488			(281	)		207
Net unrealized holding gains (losses) on derivative instruments
Changes in fair value of derivatives		(685	)		268			(417	)
Net losses reclassified into earnings		508			(194	)		314
Net unrealized losses		(177	)		74			(103	)
Other comprehensive income (loss)	¥	(1,786	)	¥	(1,365	)	¥	(3,151	)

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

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

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

~~The~~(4) ~~Company~~Others ~~has two types of stock option plans as share-based compensation for directors and certain employees and certain directors of subsidiaries.~~

~~The~~(1) ~~stock~~Changes ~~option~~in ~~plans~~important ~~resolved~~subsidiaries byduring the ~~Board~~nine ofmonth ~~Directors’~~period ~~meetings~~under ~~held~~review: ~~in and before June 2010~~ None

~~The~~(2) ~~right~~Use toof ~~purchase~~simplified ~~the~~accounting ~~Company’s~~procedures ~~shares is granted at a predetermined price to directors~~ and ~~certain~~adoption ~~employees and certain directors~~ of ~~subsidiaries. The~~specific ~~purchase~~accounting ~~price~~procedures ~~is the amount calculated by taking the average of the closing prices applicable to ordinary transactions of shares of the Company on the Tokyo Stock Exchange on all days~~ for ~~a month immediately preceding~~ the ~~month~~preparation ~~in which the date~~ of ~~grant~~consolidated ofquarterly ~~the~~financial ~~right~~statements: ~~falls and multiplying by 1.05, provided that the exercise price shall not be less than the closing price of the shares of the Company on the Tokyo Stock Exchange on the date of the grant.~~ None

~~The~~(3) ~~stock~~Changes ~~option~~in ~~plans~~Significant ~~resolved~~Accounting byRules, ~~the~~Procedures ~~Board~~and ofPresentation ~~Directors’~~and ~~meetings~~Changes ~~held~~ in ~~and~~Significant ~~after~~Accounting ~~July~~Policies ~~2010~~and Estimates

~~The right to purchase the Company’s shares is granted at an exercise price of ¥~~1) ~~per~~Changes ~~share~~resulting tofrom ~~directors~~revisions ~~and~~in ~~certain~~accounting ~~employees~~standards, ~~and certain directors of subsidiaries~~etc.: Applicable

~~Based~~From on the ~~resolutions~~fiscal ofyear ~~the~~ending ~~shareholders’~~March ~~meeting~~31, ~~on June 23~~2014, ~~2010~~Komatsu ~~and~~adopted the ~~Board~~Accounting ofStandards ~~Directors~~Update on(“ASU”) ~~July 12~~2013-02, ~~2012,~~“Reporting ~~the Company~~of ~~issued~~Amounts ~~843~~Reclassified ~~rights~~Out of ~~its~~Accumulated ~~share~~Other ~~acquisition~~Comprehensive ~~rights to directors~~Income”. ~~Based~~This onadoption ~~the~~did ~~resolutions~~not ofhave ~~the~~any ~~shareholders’~~impact ~~meeting~~ on ~~June 20,~~Komatsu’s ~~2012~~financial ~~and~~position ~~the Board of Directors on July 12, 2012, the Company also issued 2,555 rights of its share acquisition rights to certain employees~~ and ~~certain~~results ~~directors~~ of ~~subsidiaries during the year ending March 31, 2013~~operations. ~~The options vest 100% on each of the grant dates and are exercisable from August 1, 2015.~~

In addition, based on the resolutions of the shareholders’ meeting on June 23, 2010 and the Board of Directors on July 17, 2013, the Company issued 561 rights of its share acquisition rights to directors. Based on the resolutions of the shareholders’ meeting on June 19, 2013 and the Board of Directors on July 17, 2013, the Company also issued 2~~,358~~) ~~rights~~Changes ofin ~~its~~other ~~share acquisition~~matters ~~rights~~except tofor ~~certain employees and certain directors of subsidiaries during the year ending March 31, 2014. The options vest 100% on each of the grant dates and are exercisable from August~~ 1,) ~~2016.~~above: Applicable

The ~~number~~company and some of ~~shares~~its ~~subject~~consolidated subsidiaries which had adopted the declining balance method for depreciation of property, plant and equipment changed the depreciation method to ~~one~~the ~~share~~straight-line ~~acquisition~~method ~~rights~~beginning isApril ~~100~~1, ~~shares~~2013.

~~The~~Komatsu ~~Company~~promotes ~~recognizes~~continuous ~~compensation~~innovation ~~expense~~of ~~using~~technologies by concentrating the production ~~fair~~of high-value ~~method.~~added ~~Compensation~~and ~~expenses~~technologically ~~during~~important key components in Japan, and also undertakes integrated development and production under the ~~six~~Mother ~~months~~Plant ~~ended~~system. ~~September 30~~As a general rule, ~~2013~~Komatsu ~~and~~engages ~~2012~~in local production in different parts ~~were~~of ~~¥226 million~~the ~~and~~world ~~¥200 million~~where there is sufficient market demand for its products. With respect to mainstay products, ~~respectively~~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 ~~were~~exporting ~~recorded~~them in ~~selling,~~light ~~general~~of changes in market demand and ~~administrative~~foreign ~~expenses~~exchange rate. ~~Compensation~~Komatsu ~~expenses~~is ~~during~~establishing ~~the~~its ~~three~~production ~~months~~efficiency, ~~ended~~standardization ~~September 30,~~of ~~2013~~production and ~~2012~~stable ~~were~~operation ~~¥226 million~~of production facilities through ~~and~~renewing ~~¥200 million,~~its ~~respectively~~old factory buildings in Japan, reassessing logistics and ~~were~~reforming ~~recorded~~production process by technology innovation as well as cutting down electric power consumption to half at its plants in ~~selling~~Japan. With respect to capital investment, Komatsu ~~general~~continues to invest in its production facilities for renovation at a constant level. In light of those activities, Komatsu expects stable production and ~~administrative~~facility ~~expenses~~utilization within its production capacity, and is able to receive economic benefits from those facilities at a constant rate throughout their durable periods.

219

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AAs ~~reconciliation~~a result of ~~the~~reviewing ~~numerators~~its ~~and~~depreciation ~~denominators~~method, ofKomatsu concluded that the straight-line ~~basic~~method ~~and~~would ~~diluted~~be ~~net~~an ~~income~~appropriate ~~attributable~~depreciation method to ~~Komatsu~~reflect ~~Ltd.~~its ~~per~~usage ~~share~~of ~~computations~~property, isplants asand ~~follows:~~equipment and to allocate the costs in earnings.

	Millions of yen
	Six months endedSeptember 30, 2013		Six months endedSeptember 30, 2012
Net income attributable to Komatsu Ltd.	¥	78,810	¥	66,112
	Number of shares
	Six months endedSeptember 30, 2013		Six months endedSeptember 30, 2012
Weighted average common shares outstanding, less treasury stock		953,073,969		952,319,152
Dilutive effect of:
Stock options		1,020,440		783,888
Weighted average diluted common shares outstanding		954,094,409		953,103,040
	Yen
	Six months endedSeptember 30, 2013		Six months endedSeptember 30, 2012
Net income attributable to Komatsu Ltd. per share:
Basic	¥	82.69	¥	69.42
Diluted	¥	82.60	¥	69.37

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”.

22As 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.

	Millions of yen
	Three months endedSeptember 30, 2013		Three months endedSeptember 30, 2012
Net income attributable to Komatsu Ltd.	¥	41,519	¥	33,988
	Number of shares
	Three months endedSeptember 30, 2013		Three months endedSeptember 30, 2012
Weighted average common shares outstanding, less treasury stock		953,173,320		952,330,361
Dilutive effect of:
Stock options		1,065,012		809,790
Weighted average diluted common shares outstanding		954,238,332		953,140,151
	Yen
	Three months endedSeptember 30, 2013		Three months endedSeptember 30, 2012
Net income attributable to Komatsu Ltd. per share:
Basic	¥	43.56	¥	35.69
Diluted	¥	43.51	¥	35.66

Cautionary Statement

23The 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.

9.Factors ~~Contingent~~that ~~Liabilities~~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.

At10 September 30, 2013 and at March 31, 2013, Komatsu was contingently liable for discounted and transferred receivables on a recourse basis with the financial institutions of ¥365 million and ¥406 million, respectively.

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~~For~~Consolidated ~~each~~Financial ~~guarantee~~Statements provided, Komatsu would have to perform under a guarantee, if the borrower defaults on a payment within the contract terms. The contract terms are from 10 years to 30 years in the case of employees with housing loans, and from 1 year to 11 years in the case of loans relating to the affiliated companies, customers and other companies. The maximum amount of undiscounted payments Komatsu would have had to make in the event of default was ¥82,707 million and ¥94,776 million at September 30, 2013 and at March 31, 2013, respectively. The fair value of the liabilities recognized for Komatsu’s obligations as guarantors under those guarantees at September 30, 2013 was insignificant. Certain of those guarantees were secured by collateral and insurance issued to Komatsu.

~~Management~~(1) ofConsolidated ~~Komatsu~~Balance ~~believes~~Sheets ~~that losses from those contingent liabilities, if any, would not have a material effect on the consolidated financial statements.~~

~~Komatsu~~Assets is involved in certain legal actions and claims arising in the ordinary course of its business. It is the opinion of management and legal counsel that such litigation and claims will be resolved without material effect on Komatsu’s financial statements.

~~Komatsu~~Millions ~~has business activities with customers, dealers and associates around the world and its trade receivables from such parties are well diversified to minimize concentrations~~ of ~~credit~~yen ~~risks. Management does not anticipate incurring losses on its trade receivables in excess of established allowances.~~

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

~~10.~~11 ~~Derivative Financial Instruments~~

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	Millions of yen
	September 30,2013		March 31,2013
Forwards:
Sale of foreign currencies	¥	118,753	¥	130,060
Purchase of foreign currencies		48,100		39,904
Interest rate swaps, cross-currency swaps and interest rate cap agreements		93,755		103,182

Liabilities and Equity

~~Fair~~Millions ~~value~~ of ~~derivative~~yen ~~instruments at September 30, 2013 and March 31, 2013 on the consolidated balance sheets are as follows (Notes 11 and 12):~~

	Millions of yen
	As of December 31, 2013							As of March 31, 2013
	September 30, 2013
					Ratio (%)						Ratio (%)
	Derivative Assets						Derivative Liabilities
Current liabilities
Derivative instruments designated as hedging instruments	Location on the consolidatedBalance Sheets		Estimatedfair value				Location on the consolidatedBalance Sheets	Estimatedfair value
Short-term debt	¥	254,988						¥	205,156
Forwards contracts	Deferred income taxes and other current assets		¥	650			Deferred income taxes and other current liabilities	¥	34
Current maturities of long-term debt		108,536							130,793
	Deferred income taxes and other assets			—			Deferred income taxes and other liabilities		5,382
Trade notes, bills and accounts payable		234,886							226,275
Interest rate swaps, cross-currency swapsand interest rate cap agreements	Deferred income taxes and other current assets			7			Deferred income taxes and other current liabilities		845
Income taxes payable		25,411							33,227
Total			¥	657				¥	6,261
Deferred income taxes and other current liabilities		232,384							232,125
	Derivative Assets						Derivative Liabilities
Total current liabilities		856,205				31.5			827,576			32.8
Undesignated derivative instruments	Location on the consolidatedBalance Sheets		Estimatedfair value				Location on the consolidatedBalance Sheets	Estimatedfair value
Long-term liabilities
Forwards contracts	Deferred income taxes and other current assets		¥	788			Deferred income taxes and other current liabilities	¥	2,529
Long-term debt		341,133							343,814
	Deferred income taxes and other assets			—			Deferred income taxes and other liabilities		1
Liability for pension and retirement benefits		51,598							49,912
Interest rate swaps, cross-currency swapsand interest rate cap agreements	Deferred income taxes and other current assets			172			Deferred income taxes and other current liabilities		656
Deferred income taxes and other liabilities		54,773							43,860
	Deferred income taxes and other assets			125			Deferred income taxes and other liabilities		518
Total long-term liabilities		447,504				16.4			437,586			17.4
Total			¥	1,085				¥	3,704
Total liabilities		1,303,709				47.9			1,265,162			50.2
Total Derivative Instruments			¥	1,742				¥	9,965
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

2512

	Millions of yen
	March 31, 2013
	Derivative Assets			Derivative Liabilities
Derivative instruments designated as hedging instruments	Location on the consolidatedBalance Sheets	Estimatedfair value		Location on the consolidatedBalance Sheets	Estimatedfair value
Forwards contracts	Deferred income taxes and other current assets	¥	43	Deferred income taxes and other current liabilities	¥	2,479
	Deferred income taxes and other assets		—	Deferred income taxes and other liabilities		3,905
Interest rate swaps, cross-currency swapsand interest rate cap agreements	Deferred income taxes and other current assets		42	Deferred income taxes and other current liabilities		1,063
Total		¥	85		¥	7,447
	Derivative Assets			Derivative Liabilities
Undesignated derivative instruments	Location on the consolidatedBalance Sheets	Estimatedfair value		Location on the consolidatedBalance Sheets	Estimatedfair value
Forwards contracts	Deferred income taxes and other current assets	¥	463	Deferred income taxes and other current liabilities	¥	3,628
	Deferred income taxes and other assets		1	Deferred income taxes and other liabilities		11
Interest rate swaps, cross-currency swapsand interest rate cap agreements	Deferred income taxes and other current assets		2	Deferred income taxes and other current liabilities		791
	Deferred income taxes and other assets		288	Deferred income taxes and other liabilities		272
Total		¥	754		¥	4,702
Total Derivative Instruments		¥	839		¥	12,149

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26(2) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income

~~The~~Nine ~~effects of derivative instruments on the consolidated statements of income and consolidated statements of comprehensive income for the six~~ months ended ~~September~~December 3031, 2013 and 2012 ~~are as follows:~~

~~Derivative~~Consolidated ~~instruments~~Statements ~~designated~~of asIncome ~~cash flow hedging relationships~~

	Millions of yen
	Six months endedSeptember 30, 2013
	Effective portion							Ineffective portion and amount excludedfrom effectiveness testing
	Amount of gains (losses)recognized inOCI onderivatives			Location of gains (losses) reclassified from accumulated OCI into income	Amount of gains (losses)reclassified from accumulatedOCI into income			Location ofgains (losses)recognized in income on derivatives		Amount of gains (losses)recognized in incomeon derivatives
Forwards contracts	¥	(5,024	)	Other income (expenses), net: Other, net	¥	(6,166	)		—	¥	—
Interest rate swaps, cross-currency swaps and interest rate cap agreements		110		—		—			—		—
Total	¥	(4,914	)		¥	(6,166	)			¥	—
	Millions of yen
	Six months ended September 30, 2012
	Effective portion							Ineffective portion and amount excludedfrom effectiveness testing
	Amount of gains (losses)recognized inOCI onderivatives			Location of gains (losses) reclassified from accumulated OCI into income	Amount of gains (losses)reclassified from accumulatedOCI into income			Location ofgains (losses) recognized in income on derivatives		Amount of gains (losses)recognized in income on derivatives
Forwards contracts	¥	5,748		Other income (expenses), net: Other, net	¥	2,734			—	¥	—
Interest rate swaps, cross-currency swaps and interest rate cap agreements		(195	)	—		—			—		—
Total	¥	5,553			¥	2,734				¥	—

Millions of yen except per share amounts

OCI stands for other comprehensive income (loss).


	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

~~Derivative~~13 ~~instruments not designated as hedging instruments relationships~~

	Millions of yen
	Six months ended September 30, 2013
	Location of gains (losses) recognized in income on derivatives	Amount of gains (losses) recognizedin income on derivatives
Forwards contracts	Other income (expenses), net: Other, net	¥	(25	)
Option contracts	Other income (expenses), net: Other, net		(0	)
Interest rate swaps, cross-currency swapsand interest rate cap agreements	Cost of sales		122
	Other income (expenses), net: Other, net		122
Total		¥	219
	Millions of yen
	Six months ended September 30, 2012
	Location of gains (losses) recognized in income on derivatives	Amount of gains (losses) recognizedin income on derivatives
Forwards contracts	Other income (expenses), net: Other, net	¥	445
Option contracts	Other income (expenses), net: Other, net		(1	)
Interest rate swaps, cross-currency swapsand interest rate cap agreements	Cost of sales		(21	)
	Other income (expenses), net: Other, net		(608	)
Total		¥	(185	)

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27Consolidated Statements of Comprehensive Income

~~The~~Millions ~~effects~~ of ~~derivative~~yen ~~instruments on the consolidated statements of income and consolidated statements of comprehensive income for the three months ended September 30, 2013 and 2012 are as follows:~~

Derivative instruments designated as cash flow hedging relationships


	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

	Millions of yen
	Three months ended September 30, 2013
	Effective portion								Ineffective portion and amount excludedfrom effectiveness testing
	Amount ofgains (losses)recognized inOCI onderivatives			Location of gains (losses)reclassified from accumulated OCI into income		Amount of gains (losses)reclassified from accumulatedOCI into income			Location ofgains (losses) recognized inincome on derivatives		Amount of gains (losses)recognized inincome on derivatives
Forwards contracts	¥	(762	)		Other income (expenses), net:Other, net	¥	(508	)		—	¥	—
Interest rate swaps, cross-currency swaps and interest rate cap agreements		77			—		—			—		—
Total	¥	(685	)			¥	(508	)			¥	—
	Millions of yen
	Three months ended September 30, 2012
	Effective portion								Ineffective portion and amountexcluded from effectiveness testing
	Amount of gains (losses)recognized inOCI onderivatives			Location of gains (losses)reclassified from accumulated OCI into income		Amount of gains (losses)reclassified from accumulatedOCI into income			Location of gains (losses)recognized inincome on derivatives		Amount of gains (losses)recognized inincome on derivatives
Forwards contracts	¥	1,720			Other income (expenses), net:Other, net	¥	1,464			—	¥	—
Interest rate swaps, cross-currency swaps and interest rate cap agreements		303			—		—			—		—
Total	¥	2,023				¥	1,464				¥	—

LOGO

~~Derivative~~Three ~~instruments~~months ~~not~~ended ~~designated~~December 31, as2013 ~~hedging~~and ~~instruments~~2012 ~~relationships~~

	Millions of yen
	Three months ended September 30, 2013
	Location of gains (losses) recognized inincome on derivatives	Amount of gains (losses) recognizedin income on derivatives
Forwards contracts	Other income (expenses), net: Other, net	¥	(245	)
Option contracts	Other income (expenses), net: Other, net		(0	)
Interest rate swaps, cross-currency swapsand interest rate cap agreements	Cost of sales		64
	Other income (expenses), net: Other, net		(14	)
Total		¥	(195	)
	Millions of yen
	Three months ended September 30, 2012
	Location of gains (losses) recognized inincome on derivatives	Amount of gains (losses) recognizedin income on derivatives
Forwards contracts	Other income (expenses), net: Other, net	¥	(1,460	)
Option contracts	Other income (expenses), net: Other, net		(2	)
Interest rate swaps, cross-currency swapsand interest rate cap agreements	Cost of sales		56
	Other income (expenses), net: Other, net		(915	)
Total		¥	(2,321	)

Consolidated Statements of Income

28Millions of yen except per share amounts

11. Fair Values of Financial Instruments


	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

~~(1)~~15 ~~Cash and cash equivalents, Time deposits, Trade notes and accounts receivable, Other current assets, Short-term debt, Trade notes, bills and accounts payables, and Other current liabilities~~

LOGO

~~(2)~~Consolidated ~~Investment~~Statements ~~securities,~~of ~~marketable~~Comprehensive ~~equity~~Income ~~securities~~

~~The~~Millions ~~fair values~~ of ~~investment~~yen ~~securities available for sale for which it is practicable to estimate fair value are based on quoted market prices and are recognized on the accompanying consolidated balance sheets.~~

(3) Long-term trade receivables


	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

~~The~~16 fair values of long-term trade receivables are based on the present value of future cash flows through maturity, discounted using estimated current interest rates. The fair values computed on such a basis approximate the carrying amounts.

LOGO

~~The~~(3) ~~fair~~Consolidated ~~values~~Statements of ~~each~~Cash ofFlows the long-term debts are based on the quoted price in the most active market or the present value of future cash flows associated with each instrument discounted using the current borrowing rate for similar debt of comparable maturity and is classified in Level 2 in the fair value hierarchy.

~~(5)~~Millions ~~Derivatives~~of ~~(Notes~~yen ~~10 and 12)~~

The fair values of derivative financial instruments, consisting principally of foreign exchange contracts and interest swap agreements, are estimated by obtaining quotes from brokers and are recognized on the accompanying consolidated balance sheets.


	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

2917

LOGO

	Millions of yen
	September 30, 2013				March 31, 2013
	Carryingamount		Estimatedfair value		Carryingamount		Estimatedfair value
Cash and cash equivalents	¥	91,675	¥	91,675	¥	93,620	¥	93,620
Time deposits		369		369		217		217
Trade notes and accounts receivable, net		541,586		541,586		606,904		606,904
Long-term trade receivables, net		245,136		245,136		235,825		235,825
Investment securities, marketable equity securities		54,552		54,552		50,954		50,954
Short-term debt		199,509		199,509		205,156		205,156
Trade notes, bills and accounts payable		234,508		234,508		226,275		226,275
Long-term debt, including current portion		421,372		411,752		474,607		469,444
Derivatives:
Forwards and options
Assets		1,438		1,438		507		507
Liabilities		7,946		7,946		10,023		10,023
Interest rate swaps, cross-currency swaps and interest rate cap agreements
Assets		304		304		332		332
Liabilities		2,019		2,019		2,126		2,126

(4) Note to the Going Concern Assumption

~~Limitations~~ None

~~Fair~~(5) ~~value~~Business ~~estimates~~Segment ~~are~~Information made at a specific point in time, based on relevant market information and information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could affect the estimates.

301) Information by Operating Segments

~~12.~~Nine ~~Fair~~Months ~~value~~ended ~~measurements~~December 31, 2013 and 2012

~~ASC~~(For ~~820,~~Nine ~~“Fair~~Months ~~Value~~ended ~~Measurements~~December 31, ~~and~~2013) Disclosures” defines that fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 establishes a three-level fair value hierarchy that prioritizes the inputs used to measure fair value. The three levels of inputs used to measure fair value are as follows:

~~Level~~Millions 1of –yen ~~Quoted prices in active markets for identical assets or liabilities~~

Level 2 – Inputs other than quoted prices included within Level 1 that are observable for the assets or liabilities, either directly or indirectly

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

~~Level~~(For 3Nine –Months ~~Unobservable~~ended ~~inputs~~December ~~for~~31, ~~the~~2012) ~~assets~~Millions orof ~~liabilities~~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

~~Assets~~Three ~~and~~Months ~~liabilities~~ended ~~that~~December 31, ~~are~~2013 ~~measured~~and at2012 ~~fair value on a recurring basis~~

~~The~~(For ~~fair~~Three ~~value~~Months ~~hierarchy~~ended ~~levels~~December ~~of assets and liabilities that are measured at fair value on a recurring basis at September 30~~31, 2013) ~~and~~Millions atof ~~March 31, 2013 are as follows:~~ yen

	Millions of yen
	Construction,Mining andUtility Equipment		IndustrialMachinery andOthers			Subtotal		Corporate &elimination			Total
September 30, 2013	Level 1		Level 2			Level 3		Total
Net sales:
Assets
Customers		420,081		44,312			464,393		—			464,393
Investment securities available for sale
Intersegment		643		992			1,635		(1,635	)		—
Manufacturing industry	¥	28,480	¥	—		¥	—	¥	28,480
Total		420,724		45,304			466,028		(1,635	)		464,393
Financial service industry		21,459		—			—		21,459
Segment profit		58,331		(3,686	)		54,645		(29	)		54,616
Other		4,613		—			—		4,613
Derivatives
Forward contracts		—		1,438			—		1,438
Interest rate swaps, cross-currency swapsand interest rate cap agreements		—		304			—		304
Total	¥	54,552	¥	1,742		¥	—	¥	56,294
Liabilities
Derivatives
Forward contracts	¥	—	¥	7,946		¥	—	¥	7,946
Interest rate swaps, cross-currency swapsand interest rate cap agreements		—		2,019			—		2,019
Other		—		78,820			572		79,392
Total	¥	—	¥	88,785		¥	572	¥	89,357

	Millions of yen
March 31, 2013	Level 1		Level 2		Level 3		Total
Assets
Investment securities available for sale
Manufacturing industry	¥	28,061	¥	—	¥	—	¥	28,061
Financial service industry		19,299		—		—		19,299
Other		3,594		—		—		3,594
Derivatives
Forward contracts		—		507		—		507
Interest rate swaps, cross-currency swapsand interest rate cap agreements		—		332		—		332
Total	¥	50,954	¥	839	¥	—	¥	51,793
Liabilities
Derivatives
Forward contracts	¥	—	¥	10,023	¥	—	¥	10,023
Interest rate swaps, cross-currency swapsand interest rate cap agreements		—		2,126		—		2,126
Other		—		76,239		639		76,878
Total	¥	—	¥	88,388	¥	639	¥	89,027


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

Investment securities available for sale


	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

~~Marketable~~18 ~~equity securities are classified in Level 1 in the fair value hierarchy. Marketable equity securities are measured using a market approach based on the quoted market prices in active markets.~~

KOMATSU LTD.

(Registrant)

Date: November 12, 2013

/S/ Mikio Fujitsuka

Mikio Fujitsuka

Director and Senior Executive Officer

Chief Financial Officer

LOGO

~~Derivatives (~~Notes: 101) Business categories and ~~11)~~principal products & services included in each operating segment are as follows:

~~Derivatives primarily represent foreign exchange contracts and interest rate swap agreements. The fair value of foreign exchange contracts is based on~~ a ~~valuation~~) ~~model~~Construction, ~~that~~Mining ~~discounts cash flows resulting from the differential between contract rate~~ and ~~the~~Utility market-based forward rate and is classified in Level 2 in the fair value hierarchy. The fair value of interest rate swap agreements is based on a valuation model that discounts cash flows based on the terms of the contract and the swap curves and is classified in Level 2 in the fair value hierarchy. Equipment

~~Other~~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

~~Other~~b) ~~primarily~~Industrial ~~represents~~Machinery ~~loans which are measured at fair value under the Fair Value Option of ASC 825, “Financial Instruments”. The fair value of loans is based on a valuation model based on market yield curve data~~ and ~~credit spread data and is classified in Level 2 in the fair value hierarchy. The credit spread data was obtained through use of credit default swaps for each counterparty.~~ Others

~~The~~Metal ~~following~~forging & ~~table~~stamping ~~summarizes~~presses, sheet-metal ~~information~~machines, ~~about~~machine ~~changes~~tools, ofdefense ~~Level~~systems, 3temperature-control ~~for the six months ended September 30~~equipment, ~~2013~~ and ~~2012~~others

	Millions of yen
	Six months endedSeptember 30, 2013			Six months endedSeptember 30, 2012
Balance, beginning of year	¥	(639	)	¥	(752	)
Total gains or losses (realized / unrealized)		67			180
Included in earnings		92			143
Included in other comprehensive income (loss)		(25	)		37
Balance, end of period	¥	(572	)	¥	(572	)

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

The amounts of unrealized gains on classified in Level 3 liabilities recognized in earnings for the six months ended September 30, 2013 and 2012 related to liabilities still held at September 30, 2013 and 2012 were gains of ¥92 million and gains of ¥143 million, respectively. These gains were reported in other income (expenses2), ~~net~~Geographic ~~of the~~Information ~~consolidated statements of income.~~

~~The~~Net ~~following~~sales ~~table~~determined ~~summarizes~~by ~~information~~customer ~~about~~location ~~changes~~were ofas ~~Level~~follows: ~~3 for the three months ended September 30, 2013 and 2012~~

	Millions of yen
	Three months endedSeptember 30, 2013			Three months endedSeptember 30, 2012
Balance, beginning of period	¥	(594	)	¥	(604	)
Total gains or losses (realized / unrealized)		22			32
Included in earnings		17			19
Included in other comprehensive income (loss)		5			13
Balance, end of period	¥	(572	)	¥	(572	)

For Nine Months ended December 31, 2013 and 2012

~~The~~Millions ~~amounts~~ of ~~unrealized~~yen gains on classified in Level 3 liabilities recognized in earnings for the three months ended September 30, 2013 and 2012 related to liabilities still held at September 30, 2013 and 2012 were gains of ¥17 million and gains of ¥19 million, respectively. These gains were reported in other income (expenses), net of the consolidated statements of income.

Assets and liabilities that are measured at fair value on a non-recurring basis

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

~~During~~For ~~six~~Three ~~months~~Months ended ~~September~~December 3031, 2013 and 2012 ~~assets and liabilities that were measured at fair value on a non-recurring basis were not material.~~

33Millions of yen

13. Committed Credit lines

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

~~Certain~~* ~~consolidated~~Excluding ~~subsidiaries~~Japan ~~have entered into contract with certain financial institutions for committed credit lines. These total amounts of committed credit lines at September 30, 2013~~ and at March 31, 2013 were ¥42,278 million and ¥49,997 million, respectively. These total amounts of unused committed credit lines available for full and immediate borrowings at September 30, 2013 and March 31, 2013 were ¥15,276 million and ¥14,738 million, respectively. China

34(6) Note in Case of Notable Changes in the Amount of Shareholders’ Equity

~~14.~~None ~~Dividends~~

~~Six~~ (7) ~~months~~Others ~~ended September 30, 2013~~

~~(1)~~In ~~Payment~~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 ~~dividends~~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.

Resolution

Type of stock

Aggregate amountof dividends(Millions of yen)

Resource ofdividends

Dividendper share(Yen)

Record date

Effective date

Ordinary general meeting of shareholders held on June 19, 2013

Common stock

22,879

Retained earnings

March 31, 2013

June 20, 2013

(end)

~~(2)~~19 ~~Dividends to be paid for the six months ended September 30, 2013, of which effective date is after September 30, 2013~~

Resolution

Type of stock

Aggregate amountof dividends(Millions of yen)

Resource ofdividends

Dividendper share(Yen)

Record date

Effective date

Board of Directors held on October 28, 2013

Common stock

27,658

Retained earnings

September 30, 2013

November 29, 2013

~~Six~~For ~~months~~Immediate ~~ended September 30, 2012~~ Release

Komatsu Ltd. Corporate Communications Dept. Tel: +81-(10)3-5561-2616 ~~Payment~~Date: ~~amount~~January of29, ~~dividends~~2014 URL: http://www.komatsu.com

Resolution

Type of stock

Aggregate amountof dividends(Millions of yen)

Resource ofdividends

Dividendper share(Yen)

Record date

Effective date

Ordinary general meeting of shareholders held on June 20, 2012

Common stock

20,008

Retained earnings

March 31, 2012

June 21, 2012

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

~~(2)~~and ~~Dividends~~Exchange toCommission ~~be paid for the six months ended September 30, 2012, of which effective date is after September 30, 2012~~

Resolution

Type of stock

Aggregate amountof dividends(Millions of yen)

Resource ofdividends

Dividendper share(Yen)

Record date

Effective date

Board of Directors held on October 30, 2012

Common stock

22,868

Retained earnings

September 30, 2012

November 30, 2012

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.

~~The~~1. ~~amount~~Reason isfor ~~rounded~~termination ~~down to nearest million yen.~~

35The 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.

15Since 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. ~~Business~~In ~~Segment~~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 ~~Geographic~~capital ~~Information~~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.

~~Komatsu~~The Company has ~~two~~determined ~~operating~~that ~~segments:~~in 1)this ~~Construction~~environment, ~~Mining~~there ~~and~~is ~~Utility~~no ~~Equipment~~need to continue its registration with the SEC. Therefore, ~~and~~the 2)Company ~~Industrial~~has ~~Machinery~~decided ~~and~~to ~~Others~~apply for the termination of its registration.

~~The accounting policies used by the segments are the same as those used in the preparation of the quarterly consolidated financial statements~~2. Schedule

Segment profit is determined by subtracting the cost of sales and selling, general and administrative expenses from net sales attributed to the operating segment. Segment profit excludes certain general corporate administration and finance expenses, such as costs of executive management, corporate development, corporate finance, human resources, internal audit, investor relations, legal and public relations. Segment profit also excludes certain charges which may otherwise relate to operating segments, including impairments of long lived assets and goodwill.


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.

~~Operating~~1 ~~segments:~~

	Millions of yen
	Six months ended			Six months ended
	September 30, 2013			September 30, 2012
Net sales:
Construction, Mining and Utility Equipment—
External customers	¥	828,775		¥	837,668
Intersegment		1,296			1,482
Total		830,071			839,150
Industrial Machinery and Others—
External customers		96,346			93,181
Intersegment		3,253			4,018
Total		99,599			97,199
Elimination		(4,549	)		(5,500	)
Consolidated	¥	925,121		¥	930,849
Segment profit:
Construction, Mining and Utility Equipment	¥	105,793		¥	109,581
Industrial Machinery and Others		4,808			3,301
Total segment profit		110,601			112,882
Corporate expenses and elimination		(1,508	)		(1,602	)
Total		109,093			111,280
Other operating income (expenses), net		(147	)		(16	)
Operating income		108,946			111,264
Interest and dividend income		2,286			2,268
Interest expense		(4,363	)		(4,506	)
Other, net		5,592			(3,642	)
Consolidated income before income taxes and equity in earnings of affiliated companies	¥	112,461		¥	105,384

363. Future plans

	Millions of yen
	Three months ended			Three months ended
	September 30, 2013			September 30, 2012
Net sales:
Construction, Mining and Utility Equipment—
External customers	¥	412,870		¥	408,747
Intersegment		564			627
Total		413,434			409,374
Industrial Machinery and Others—
External customers		57,092			52,154
Intersegment		2,129			1,959
Total		59,221			54,113
Elimination		(2,693	)		(2,586	)
Consolidated	¥	469,962		¥	460,901
Segment profit:
Construction, Mining and Utility Equipment	¥	53,182		¥	55,379
Industrial Machinery and Others		3,985			925
Total segment profit		57,167			56,304
Corporate expenses and elimination		(620	)		(288	)
Total		56,547			56,016
Other operating income (expenses), net		(14	)		(470	)
Operating income		56,533			55,546
Interest and dividend income		884			952
Interest expense		(2,116	)		(2,383	)
Other, net		5,571			27
Consolidated income before income taxes and equity in earnings of affiliated companies	¥	60,872		¥	54,142

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.

~~Business~~The ~~categories~~Company ~~and~~intends ~~principal~~to ~~products~~maintain its American Depositary Receipt program in the United States even after deregistration, and ~~services~~therefore ~~included~~anticipates that its American Depositary Shares will continue to be traded in ~~each~~the ~~operating~~United ~~segment~~States ~~are~~on asthe ~~follows:~~over-the-counter market.

a.(end) ~~Construction, Mining and Utility Equipment:~~

~~Excavating~~2 equipment, loading equipment, grading and roadbed preparation equipment, hauling equipment, forestry equipment, tunneling machines, recycling equipment, industrial vehicles, other equipment, engines and components, casting products and logistics

b. Industrial Machinery and Others:

Metal forging and 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.

Geographic information:

Net sales determined by customer location for the six months ended September 30, 2013 and 2012 are as follows:

	Millions of yen
	Six months ended		Six months ended
	September 30, 2013		September 30, 2012
Japan	¥	193,608	¥	178,916
The Americas		272,858		268,437
Europe and CIS		96,179		99,572
China		87,722		75,331
Asia (excluding Japan and China) and Oceania		198,278		246,774
Middle East and Africa		76,476		61,819
Consolidated net sales	¥	925,121	¥	930,849

Net sales determined by customer location for the three months ended September 30, 2013 and 2012 are as follows:

	Millions of yen
	Three months ended		Three months ended
	September 30, 2013		September 30, 2012
Japan	¥	113,574	¥	98,190
The Americas		140,959		139,347
Europe and CIS		44,692		44,498
China		39,966		28,020
Asia (excluding Japan and China) and Oceania		92,854		116,678
Middle East and Africa		37,917		34,168
Consolidated net sales	¥	469,962	¥	460,901

Net sales determined by geographic origin for the six months ended September 30, 2013 and 2012 are as follows:

	Millions of yen
	Six months ended		Six months ended
	September 30, 2013		September 30, 2012
Japan	¥	295,699	¥	301,118
U.S.A.		253,269		258,979
Europe and CIS		107,144		97,563
China		76,225		61,730
Others		192,784		211,459
Consolidated net sales	¥	925,121	¥	930,849

Net sales determined by geographic origin for the three months ended September 30, 2013 and 2012 are as follows:

	Millions of yen
	Three months ended		Three months ended
	September 30, 2013		September 30, 2012
Japan	¥	165,123	¥	152,663
U.S.A.		129,269		133,990
Europe and CIS		50,906		45,323
China		33,992		24,201
Others		90,672		104,724
Consolidated net sales	¥	469,962	¥	460,901

Other than in Japan, U.S.A. and China, no individual country had a material impact on net sales to external customers.

There were no sales to a single major external customer for the six months and three months ended September 30, 2013 and 2012.

16. Subsequent Event

There was no significant subsequent event to be disclosed.

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