UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 6-K

Report of Foreign Private Issuer

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

the Securities Exchange Act of 1934

For the month of July, 2013

COMMISSION FILE NUMBER: 1-7239

KOMATSU LTD.

(Translation of registrant’s name into English)

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

(Address of principal executive office)

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

Form 20-F x Form 40-F ¨

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

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

INFORMATION INCLUDED IN THIS REPORT

1. English translation of a company announcement made on July 17 29, 2013 regarding the ~~Issuance~~Consolidated ofBusiness ~~Stock~~Results ~~Acquisition~~for ~~Rights~~the asFirst ~~Stock~~Quarter ~~Based Remuneration~~of tothe ~~Komatsu~~Fiscal ~~Ltd.’s~~Year ~~Directors~~Ending March 31, 2014 (U.S. GAAP).

2. English translation of a company announcement made on July 17, 2013 regarding the Issuance of Stock Acquisition Rights as Stock-Based Remuneration to Employees of Komatsu Ltd. and Directors of Major Subsidiaries of Komatsu Ltd.

SIGNATURES

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

		~~KOMATSU LTD.~~	KOMATSU LTD.
		~~(Registrant)~~	(Registrant)
Date: July 18, 2013	By:	/S/ Mikio Fujitsuka
Date: July 30, 2013		By:	/S/ Mikio Fujitsuka
		~~Mikio Fujitsuka~~	Mikio Fujitsuka
		~~Director and Senior Executive Officer~~	Director and Senior Executive Officer

LOGO

Komatsu Ltd. Corporate Communications Dept. Tel: +81-(0)3-5561-2616 Date: July ~~17th~~29, 2013 URL: http://www.komatsu.com/

~~Issuance~~Consolidated ofBusiness ~~Stock~~Results ~~Acquisition~~for ~~Rights~~the asFirst ~~Stock-Based~~Quarter ~~Remuneration~~of tothe ~~Company~~Fiscal ~~Directors~~Year Ending March 31, 2014 (U.S. GAAP)

~~Komatsu Ltd~~1. ~~(hereinafter~~Results “Company”) hereby announces that at the meeting of the Board of Directors held on July 17, 2013, the Company resolved the details of the terms and conditions of the issuance of rights to subscribe for ~~or purchase shares of~~ the ~~Company~~First ~~(Stock~~Quarter ~~Acquisition Right) for the purpose~~ of ~~granting “Stock-Based Remuneration” to Company Directors, pursuant to~~ the ~~provisions~~Fiscal ofYear ~~Article~~Ending ~~236~~March 31, ~~238,~~2014 ~~and 240 of the Companies Act of Japan, and a resolution at the 141th Ordinary General Meeting of the Shareholders of the Company.~~

~~[Description]~~(Amounts are rounded to the nearest million yen)

(1.) ~~Reason~~Consolidated toFinancial ~~issue~~Highlights ~~the Stock Acquisition Rights:~~

To raise their morale and their motivation to contribute to the improvement of the consolidated performance of the Company, but also for the purpose of clarifying their incentive to enhance the long-term corporate value of the Company by fostering the same perspective on corporate value with the shareholders.


	Millions of yen except per share amounts
	First quarter ended June 30, 2013		First quarter ended June 30, 2012		Changes Increase (Decrease)
	[A]		[B]		[A-B]			[(A-B)/B]
Net sales		455,159		469,948		(14,789	)		(3.1	)%

Operating income		52,413		55,718		(3,305	)		(5.9	)%

Income before income taxes and equity in earnings of affiliated companies		51,589		51,242		347			0.7	%

Net income attributable to Komatsu Ltd.		37,291		32,124		5,167			16.1	%

Net income attributable to Komatsu Ltd. per share (Yen)
Basic	¥	39.13	¥	33.73	¥	5.40

Diluted	¥	39.09	¥	33.71	¥	5.38

2.Note: ~~The~~Comprehensive ~~name~~income of(loss) ~~Stock~~for ~~Acquisition~~the ~~Rights:~~first quarter period ended June 30, 2013 and 2012

~~Nineteenth~~2013: 70,834 ~~Stock~~millions ~~Acquisition Rights~~ of ~~Komatsu~~yen ~~Ltd.~~

3.2012: (6,979) ~~Type~~millions ~~and number~~ of ~~shares~~yen ~~underlying Stock Acquisition Rights:~~

~~The shares to be issued for the Stock Acquisition Rights shall be common stock, and the number of shares subject to one~~ (12) ~~Stock~~ ~~Acquisition~~Consolidated ~~Right~~Financial ~~(hereinafter~~Position ~~“Number of Shares Granted”) shall be 100 shares.~~

However, after July 17, 2013, if the Company effects a stock split of its common stock (including allotment of common stock to shareholders without consideration; the same applies hereinafter) or effects a stock consolidation, the Number of Shares Granted subject to one (1) Stock Acquisition Right shall be adjusted proportionately, in accordance with the ratio of the stock split or the stock consolidation in question. Also, if it is necessary to adjust the Number of Shares Granted after July 17, 2013 for reasons other than the aforementioned reasons, the Company shall adjust the Number of Shares Granted in connection with the aforementioned Stock Acquisition Rights to the extent reasonable.


	Millions of yen except per share amounts
	As of June 30, 2013			As of March 31, 2013
Total assets		2,559,939			2,517,857

Total equity		1,298,245			1,252,695

Komatsu Ltd. shareholders’ equity		1,239,538			1,193,194

Komatsu Ltd. shareholders’ equity ratio		48.4	%		47.4	%

Komatsu Ltd. shareholders’ equity per share (Yen)	¥	1,300.47		¥	1,252.33

~~Fractions of less than one (1) share resulting from the foregoing adjustment shall be rounded down~~2. Dividends

4.(For ~~Total~~the ~~number~~fiscal ofyears ~~the~~ended ~~Stock~~March 31, ~~Acquisition~~2013 ~~Rights:~~and ending March 31, 2014)

561 rights


	2013		2014 Projections
Cash dividends per share (Yen)
First quarter period
Interim (Second quarter period)		24		29
Third quarter period
Year-end		24		29

Total		48		58

~~The~~Note: ~~above~~Changes ~~number is the total number of the Stock Acquisition Rights that are expected to be allotted and, accordingly,~~ in the ~~event~~projected ~~that~~cash ~~the~~dividend ~~total~~as ~~number~~ of ~~application for subscription of the Stock Acquisition Rights does not reach the above-mentioned number or there occurs a reduction in the total number of the Stock Acquisition Rights to be allotted~~July 29, ~~the~~2013: ~~total~~None ~~number of the Stock Acquisition Rights shall be equal to the total number of the Stock Acquisition Rights that are actually allotted.~~

LOGO

53. ~~Persons~~Projections tofor ~~whom~~the ~~Stock~~Fiscal ~~Acquisition~~Year ~~Rights~~Ending ~~shall~~March 31, be2014 ~~granted (“Grantee”):~~

~~Ten~~ (~~10)~~From April ~~directors~~1, of2013 ~~the~~to ~~Company.~~March 31, 2014)

6. Subscription amount to be paid for each Stock Acquisition Right (The subscription amount):


	Millions of yen except per share amounts
	The full fiscal year
			Changes
Net sales		2,050,000		8.8	%

Operating income		305,000		44.1	%

Income before income taxes and equity in earnings of affiliated companies		297,000		45.2	%
Net income attributable to Komatsu Ltd.		184,000		45.7	%

Net income attributable to Komatsu Ltd. per share (basic) (Yen)		¥193.12

~~The~~Notes: ~~Subscription~~1) ~~amount~~Changes toin ~~be paid for each Stock Acquisition Right shall be~~ the ~~amount~~projected ofconsolidated ~~the~~business ~~fair~~results ~~value~~as ~~per share that is calculated by using the Binominal Model on the allotment date, multiplied by the Number~~ of ~~Shares~~July ~~Granted. The above amount shall be the fair value of the Stock Acquisition Right and the Grantee shall~~29, ~~with~~2013: the approval of the Company, offset the remuneration amount payable by the Company to the Grantee against the amount to be paid by the Grantee to the Company in exchange for the Stock Acquisition Right in accordance with Paragraph 2, Article 246 of the Companies Act of Japan. None

7.2) ~~Allotment~~Percentages ~~Date~~shown above represent the rates of change compared with the ~~Stock~~corresponding ~~Acquisition~~period ~~Rights:~~a year ago.

~~August 1, 2013~~4. Others

8.(1) ~~Due~~Changes ~~date~~in ofimportant ~~subscription~~subsidiaries ~~for~~during the ~~Stock~~first ~~Acquisition~~quarter ~~Rights~~period under review: None

~~August 1,~~(2) ~~2013.~~Use of simplified accounting procedures and adoption of specific accounting procedures for the preparation of consolidated quarterly financial statements: None

9.(3) ~~Amount~~Changes ofin ~~assets~~Significant toAccounting beRules, ~~paid~~Procedures ~~upon~~and ~~exercise~~Presentation ofand ~~the~~Changes ~~Stock~~in ~~Acquisition~~Significant ~~Rights:~~Accounting Policies and Estimates

~~The amount of assets to be paid upon exercise of the Stock Acquisition Rights shall be JPY one (~~1) ~~per~~ ~~each~~Changes ~~one~~resulting ~~(1) share~~from torevisions bein ~~transferred~~accounting ~~upon exercise of the Stock Acquisition Rights~~standards, ~~multiplied~~ byetc: ~~the Number of Shares Granted.~~ Applicable

~~10.~~2) ~~Exercise~~Changes ~~period~~in ~~for~~other ~~the~~matters ~~Stock~~except ~~Acquisition~~for ~~Rights~~1) above: Applicable

~~From~~Note: ~~August~~See (4) 1,Others ~~2016~~on topage ~~July 31,~~8 ~~2021~~for more details.

~~11.~~(4) ~~Conditions~~Number ~~for the exercise~~ of ~~the~~common ~~Stock~~shares ~~Acquisition Rights:~~outstanding

If a holder of Stock Acquisition Rights Who is a Director, Audit & Supervisory Board Member or employee of the Company, or a Director, Audit & Supervisory Board Member or employee of an affiliate of the Company, loses his or her all respective status set above, that person is able to exercise the Stock Acquisition Rights only within three (31) ~~year~~ ~~period~~The ~~from~~numbers the date they lost such position; provided, however, that the period shall not exceed the original exercise period for the Stock Acquisition Rights described at ‘10’ above, and the other terms and conditions concerning the exercise of ~~Stock~~common ~~Acquisition~~shares ~~Rights~~issued ~~shall be decided at the contracts to be executed by and between the Company and the Grantees of the Stock Acquisition Rights~~ (~~hereinafter~~including ~~“Stock~~treasury ~~Acquisition~~stock) ~~Rights~~were ~~Contracts”).~~as follows:

~~12.~~As ~~Restriction on Acquisition~~ of ~~the~~June 30, ~~Stock~~2013: ~~Acquisition~~983,130,260 ~~Rights~~shares ~~by Transfer:~~

~~Acquisition~~As of ~~the~~March 31, ~~Stock~~2013: 983,130,260 ~~Acquisition~~shares ~~Rights by transfer shall be required to be approved by the resolution of the Board of Directors of the Company.~~

~~13.~~2) ~~Matters~~The ~~concerning~~numbers ~~the increase in paid-in capital and capital surplus in the event~~ of ~~issuance of~~ shares ~~upon the exercise~~ of ~~the~~treasury ~~Stock~~were ~~Acquisition~~as ~~Rights~~follows:

1)As ~~The amount~~ of ~~paid-in capital increase in the event of the issuance of shares upon the exercise of the Stock Acquisition Rights shall be one half of the maximum amount of capital increase~~June 30, ~~calculated~~2013: ~~in accordance with Article 17~~29,983,275 ~~Paragraph~~shares ~~1 of the Corporate Accounting Regulations of Japan. Fractions less than one (1) yen resulting from the calculation shall be rounded up.~~

2)As ~~An increase in the capital surplus in the event~~ of ~~the~~March 31, ~~issuance~~2013: of 30,351,401 shares upon exercise of the Stock Acquisition Rights shall be the amount obtainable by subtracting the amount of the paid-in capital increase from the maximum amount of the capital increase, as set forth in ‘13.1)’ above.

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

First quarter period ended June 30, 2013: 952,974,378 shares

First quarter period ended June 30, 2012: 952,310,027 shares

LOGO

~~14.~~Appendix ~~Provisions pertaining to acquisition of the Stock Acquisition Rights by the Company:~~

The Stock Acquisition Rights do not contain the provisions pertaining to the acquisition by the Company.


Management Performance and Financial Conditions

(1) Outline of Operations and Business Results					4

(2) Financial Conditions					8

(3) Projections for the Fiscal Year Ending March 31, 2014					8

(4) Others					8

Consolidated Financial Statements

(1) Consolidated Balance Sheets					10

(2) Consolidated Statements of Income and Consolidated Statements of Comprehensive Income					12

(3) Consolidated Statements of Cash Flows					14

(4) Note to the Going Concern Assumption					15

(5) Business Segment Information					15

(6) Note in Case of Notable Changes in the Amount of Shareholders’ Equity					15

(7) Others					16

15. In the event where the Company engages in any merger (limited to a case where the Company ceases to exist as the result of merger), a corporate split in which a division of the Company is merged into an existing company, a corporate split in which a division of the Company is spun off to establish a new company (for both, limited to cases where the Company is split up), or an exchange or transfer of shares (for both, limited to cases where the Company becomes a fully-owned subsidiary) (hereinafter collectively “Restructuring Actions”), each person holding the remaining Stock Acquisition Rights at the time the Restructuring Actions take effect (hereinafter “Remaining Stock Acquisition Rights”) shall be granted the Stock Acquisition Rights of the relevant stock companies prescribed in Article 236, Paragraph 1, Item 8, (a) through (e) of the Companies Act (hereinafter “Reorganized Company”), in accordance with the conditions set forth below. In this event, the Remaining Stock Acquisition Rights shall become null and void and new Stock Acquisition Rights in the Reorganized Company shall be issued. However, the new Stock Acquisition Rights shall be granted only if provisions for granting them in accordance with the following conditions (i-viii) are included as conditions in a merger agreement (in which the Company is merged into a Reorganized Company or a Reorganized Company is established as the result of the merger), a corporate split agreement (in which a division of the Company is merged into a Reorganized Company), a plan for a corporate split (in which a division of the Company is spun off to establish a Reorganized Company), and a share exchange agreement or a plan for transfer of shares (in both of which the Company becomes a fully-owned subsidiary of a Reorganized Company).

i. Number of the Stock Acquisition Rights of a Reorganized Company to be granted

At the time the Restructuring Actions take effect, each holder of the Remaining Stock Acquisition Rights shall be granted the Stock Acquisition Rights of which the number is equivalent to the number of such Rights held at the Reorganized Company.

ii. Type of shares of the Reorganized Company to be issued for the Stock Acquisition Rights

Type of shares subject to the Stock Acquisition Rights shall be common stock of the Reorganized Company.

iii. Number of shares of the Reorganized Company to be issued upon exercise of the Stock Acquisition Rights

The number of shares shall be determined in accordance with ‘3’ above, after taking into consideration the conditions or other factors concerning the Restructuring Actions.

iv. Amount of assets to be paid upon the exercise of the Stock Acquisition Rights

The amount of assets to be paid upon the exercise of newly granted Stock Acquisition Rights shall be the amount obtainable by multiplying JPY one (1) per each one (1) share the Exercise Price to be adjusted after taking into consideration the conditions and other factors concerning the Restructuring Actions, by the number of shares to be issued for each acquisition right as determined in ‘15. iii’ above.

v. Exercise period for the Stock Acquisition Rights

The exercise period shall begin on either the first date of the exercise period for the Stock Acquisition Rights stipulated in ‘10’ above, or on the date that the Restructuring Actions take effect, whichever comes later, and shall continue to the final date of the exercise period for the Stock Acquisition Rights stipulated in ‘10’ above.

vi. Increase in paid-in capital and capital surplus in the event of the issuance of shares upon exercise of the Stock Acquisition Rights

Such increases shall be determined based on ‘13’ above.

vii. Restriction on Acquisition of the Stock Acquisition Rights by Transfer

Acquisition of the Stock Acquisition Rights by transfer shall be required to be approved by the Reorganized Company.

viii. Provisions pertaining to acquisition of the Stock Acquisition Rights:

The Stock Acquisition Rights do not contain the provisions pertaining to the acquisition of the Stock Acquisition Rights.

LOGO

~~16.~~Management InPerformance ~~case~~and ~~where~~Financial ~~the~~Conditions ~~number of shares to be issued or transferred to the holders of the Stock Acquisition Rights includes any fraction less than one (1) share, such fraction shall be rounded down.~~

~~[Reference]~~(1) Outline of Operations and Business Results

~~Date~~Komatsu ofLtd. ~~the~~(“Company”) ~~resolution~~and ofits ~~shareholders~~consolidated atsubsidiaries (together “Komatsu”) embarked on the ~~141th~~“Together ~~Ordinary~~We ~~General~~Innovate ~~Meeting~~GEMBA ofWorldwide” ~~shareholders~~three-year ~~approving~~mid-range ~~the~~management ~~issuance~~plan ofin April ~~the~~2013. ~~Stock~~Under ~~Acquisition~~this ~~Rights:~~plan, ~~June 23~~Komatsu has started to make focused efforts on 1) growth strategies based on innovation, ~~2010~~2) growth strategies of existing businesses, and 3) structural reforms designed to reinforce the business foundation.

For the first quarter (~~end~~three months from April 1 to June 30, 2013) of the fiscal year, ending March 31, 2014, which represents the first year of the mid-range management plan, overall demand for construction equipment remained almost flat from the corresponding period a year ago albeit regional variances. Meanwhile, demand for mining equipment remained slack against the backdrop of sluggish commodity prices. As a result, sales declined from the corresponding period a year ago in the construction, mining and utility equipment business. In the industrial machinery and others business, sales declined from the corresponding period a year ago, as affected by reduced sales of large presses and other forging machines, while there were some signs of recovery in demand for machine tools to the automobile manufacturing industry. As a result, consolidated sales decreased by 3.1% from the corresponding period a year ago, to JPY455.1 billion (USD4,598 million, at USD1=JPY99). With respect to profits, operating income declined by 5.9% to JPY52.4 billion (USD529 million), as adversely affected by a sharp drop in the volume of sales, which surpassed Komatsu’s continuous efforts centering on the improvement of selling prices and production costs in addition to gains from the Japanese yen’s depreciation. Operating income ratio declined by 0.4 percentage points to 11.5% from the corresponding period a year ago. Income before income taxes and equity in earnings of affiliated companies increased by 0.7% to JPY51.5 billion (USD521 million). Net income attributable to Komatsu Ltd. increased by 16.1% to JPY37.2 billion (USD377 million).


[Consolidated Financial Highlights]	Millions of yen
	First quarter ended June 30, 2013 1USD=JPY97.3 1EUR=JPY126.4 1RMB=JPY15.8			First quarter ended June 30, 2012 1USD=JPY80.6 1EUR=JPY104.6 1RMB=JPY12.8			Changes Increase (Decrease)
	[A]			[B]			[(A-B)/B]
Net sales		455,159			469,948			(3.1	)%
Construction, Mining and Utility Equipment		416,637			429,776			(3.1	)%
Industrial Machinery and Others		40,378			43,086			(6.3	)%
Elimination		(1,856	)		(2,914	)		—
Segment profit		52,546			55,264			(4.9	)%
Construction, Mining and Utility Equipment		52,611			54,202			(2.9	)%
Industrial Machinery and Others		823			2,376			(65.4	)%
Corporate & elimination		(888	)		(1,314	)		—
Operating income		52,413			55,718			(5.9	)%
Income before income taxes and equity in earnings of affiliated companies		51,589			51,242			0.7	%
Net income attributable to Komatsu Ltd.		37,291			32,124			16.1	%

Note:

Unless otherwise noted, all sales by segment in this report indicate the amounts before elimination of inter-segment transactions.

LOGO

~~Komatsu~~Business ~~Ltd.~~results ~~Corporate~~by ~~Communications~~operation ~~Dept.~~are ~~Tel:~~described ~~+81-(0)3-5561-2616 Date: July 17th, 2013 URL: http://www~~below.~~komatsu.com/~~

~~Issuance~~Construction, ofMining ~~Stock Acquisition Rights as Stock-Based Remuneration to Employees of the Company~~ and ~~Directors~~Utility ofEquipment ~~Major Subsidiaries of the Company~~

~~Komatsu~~With ~~Ltd~~respect to construction equipment, demand continued to increase in Japan and upturned for recovery in China. ~~(hereinafter~~However, ~~“Company”)~~global ~~hereby~~demand ~~announces~~remained ~~that~~almost atflat from the ~~meeting~~corresponding ofperiod ~~the~~a ~~Board~~year ago, reflecting a drop in demand in some regions of ~~Directors held~~the onworld. ~~July 17,~~Concerning ~~2013~~mining equipment, ~~the~~as ~~Company~~commodity ~~resolved~~prices remained sluggish, the ~~details~~recovery of ~~the~~demand ~~terms~~in Indonesia still lacked momentum and ~~conditions~~demand ofdownturned in Latin America and some other regions, where it had been strong up through FY2012. As a result, the ~~issuance~~volume of ~~rights~~sales todeclined ~~subscribe~~from ~~for~~the orcorresponding ~~purchase~~period ~~shares~~a ofyear ago. Compared to the ~~Company~~corresponding ~~(Stock~~period ~~Acquisition~~a ~~Right)~~year ~~for~~ago, the ~~purpose~~Japanese ofyen ~~granting~~depreciated ~~“Stock-Based Remuneration”~~against tothe ~~employees~~U.S. dollar, euro, renminbi and some ~~directors~~other ofcurrencies; ~~major~~however, ~~subsidiaries~~first-quarter sales of ~~the Company~~construction, ~~pursuant~~mining and utility equipment decreased by 3.1% to aJPY416.6 ~~resolution~~billion at(USD4,208 ~~the~~million). ~~144th~~Segment ~~Ordinary~~profit ~~General~~dropped ~~Meeting~~by of2.9% ~~the~~to ~~Shareholders~~JPY52.6 ofbillion (USD531 million) for the ~~Company~~first quarter under review.

~~[Description]~~Under such an environment, Komatsu launched the D61EXi/PXi medium-sized Machine Control dozer which features the world’s first full automatic blade control as a next-generation product designed to lead its strategies based on innovation. Komatsu also worked to strengthen the aftermarket business, which includes the provision of services by using KOMTRAX (Komatsu Machine Tracking System) which is installed in over 300,000 units worldwide, as well as sales expansion of strategic parts. With respect to new emission standards-compliant models launched in North America, Europe and Japan in 2012, Komatsu continued their aggressive market introduction together with the KOMATSU CARE, a new service program designed to reduce the total lifecycle costs of these models and prolong machine life.

1During the first quarter under review, Komatsu made continuous efforts to improve selling prices, reduce production costs and strengthen its corporate fundamentals to flexibly meet the changes of foreign exchange rates and market demand. ~~Reason~~Komatsu also promoted activities to ~~issue~~cut down electric power consumption in half at all plants in Japan, including construction start-up of new factories which are equipped with leading-edge energy-saving equipment and designed to achieve outstanding productivity at the ~~Stock~~Awazu ~~Acquisition~~Plant ~~Rights:~~in Ishikawa Prefecture.


[Sales to Outside Customers of Construction, Mining and Utility Equipment by Region]					Millions of yen
	First quarter ended June 30, 2013		First quarter ended June 30, 2012		Changes Increase (Decrease)
	[A]		[B]		[A-B]			[(A-B)/B]
Japan		66,480		62,552		3,928			6.3	%

North America		65,672		61,949		3,723			6.0	%
Latin America		59,423		63,359		(3,936	)		(6.2	)%

Americas		125,095		125,308		(213	)		(0.2	)%

Europe		30,466		27,909		2,557			9.2	%
CIS		18,549		21,930		(3,381	)		(15.4	)%

Europe & CIS		49,015		49,839		(824	)		(1.7	)%

China		41,434		40,750		684			1.7	%

Asia*		47,945		78,508		(30,563	)		(38.9	)%
Oceania		47,386		44,315		3,071			6.9	%

Asia* & Oceania		95,331		122,823		(27,492	)		(22.4	)%

Middle East		13,617		5,243		8,374			159.7	%
Africa		24,933		22,406		2,527			11.3	%

Middle East & Africa		38,550		27,649		10,901			39.4	%

Total		415,905		428,921		(13,016	)		(3.0	)%

2.* ~~The~~Excluding ~~name~~Japan ofand ~~Stock Acquisition Rights:~~China

~~Twentieth~~5 ~~Stock Acquisition Rights of Komatsu Ltd.~~

LOGO

3.Komatsu’s ~~Type~~operations ~~and~~by ~~number~~region ofare ~~shares~~described ~~underlying~~below. ~~Stock Acquisition Rights:~~

~~The~~Japan shares to be issued for the Stock Acquisition Rights shall be common stock, and the number of shares subject to one (1) Stock Acquisition Right (hereinafter “Number of Shares Granted”) shall be 100 shares.

~~However,~~Demand ~~after~~for ~~June 19,~~construction ~~2013~~equipment increased, ifsupported ~~the~~by ~~Company~~an ~~effects~~increase ain ~~stock~~public ~~split~~investment ofresulting ~~its~~from ~~common~~fiscal ~~stock~~measures ~~(including allotment~~and ofpartly ~~common~~by ~~stock~~demand toin ~~shareholders without consideration;~~ the ~~same~~regions ~~applies~~destroyed ~~hereinafter)~~by ~~or effects a stock consolidation,~~ the ~~Number~~Great ofEast ~~Shares~~Japan ~~Granted~~Earthquake ~~subject~~through tofull-scale ~~one~~civil ~~(1) Stock~~engineering ~~Acquisition~~works ~~Right~~which ~~shall~~began ~~be adjusted proportionately, in accordance~~ with the ~~ratio~~construction and relocation of ~~the~~residences ~~stock~~for ~~split~~community orredevelopment. ~~the~~Reflecting ~~stock~~strong ~~consolidation~~growth in ~~question.~~demand ~~Also,~~in ifrental itcompanies ~~is necessary to adjust the Number of Shares Granted after June 19~~particularly, ~~2013~~first-quarter ~~for~~sales ~~reasons~~advanced ~~other~~from ~~than~~ the ~~aforementioned~~corresponding ~~reasons,~~period ~~the~~a ~~Company~~year ~~shall adjust the Number of Shares Granted in connection with the aforementioned Stock Acquisition Rights to the extent reasonable~~ago.

~~Fractions~~Concerning ofnew ~~less~~products ~~than~~that ~~one~~are ~~(1) share~~compliant ~~resulting~~to ~~from~~new ~~the~~emission ~~foregoing~~standards ~~adjustment~~which ~~shall~~have bebecome ~~rounded~~in ~~down~~effect steadily, Komatsu has introduced 30 models since July 2012 and worked to expand their sales by aggressively promoting the KOMATSU CARE.

4.Americas ~~Total number of the Share Acquisition Rights:~~

2In North America,~~358~~ ~~rights~~while demand increased in the housing sector from the corresponding period a year ago, it declined in the rental sector. As a result, total first-quarter demand decreased. While the volume of sales declined, first-quarter sales increased from the corresponding period a year ago, reflecting the Japanese yen’s depreciation. In June, Komatsu launched the D61EXi/PXi medium-sized Machine Control dozer, as the first model of its ICT-intensive construction equipment series.

~~The~~In ~~above~~Latin ~~number~~America, iswhile ~~the~~demand for ~~total~~construction ~~number~~equipment ofadvanced, especially in Brazil, the ~~Stock~~largest ~~Acquisition~~market ~~Rights that~~of ~~are~~the ~~expected~~region, tothat befor ~~allotted~~mining ~~and,~~equipment ~~accordingly,~~for use in ~~the~~copper ~~event~~mines ~~that~~in ~~the~~Chile ~~total~~and ~~number~~Peru ofbegan ~~application~~to ~~for~~slow ~~subscription~~down offrom ~~the~~strong ~~Stock~~growth ~~Acquisition~~recorded ~~Rights~~in ~~does~~FY2012. ~~not~~First-quarter ~~reach~~sales decreased from the ~~above-mentioned~~corresponding ~~number~~period ora ~~there~~year ~~occurs~~ago, aas ~~reduction~~adversely inaffected ~~the~~by ~~total~~reduced ~~number~~sales of ~~the Stock~~equipment, ~~Acquisition~~while ~~Rights~~sales toof beparts ~~allotted~~increased, as Komatsu strengthened the ~~total~~aftermarket ~~number~~businesses. ofIn ~~the~~Brazil, ~~Stock~~Komatsu ~~Acquisition~~reinforced ~~Rights~~Komatsu ~~shall~~Group-integrated besales ~~equal~~and service tooperations by combining the ~~total~~distributor ~~number~~function offor ~~the~~mining ~~Stock~~equipment ~~Acquisition~~with ~~Rights~~Komatsu ~~that~~Brasil ~~are~~International ~~actually~~Ltda. ~~allotted~~in April this year.

5.Europe & ~~Persons~~CIS ~~to whom Stock Acquisition Rights shall be granted (“Grantee”):~~

71Demand ~~employees~~remained slack in the major markets of Germany, France and the ~~Company~~United Kingdom, as economies slowed down against the backdrop of the Eurozone crisis. However, first-quarter sales increased from the corresponding period a year ago, reflecting the Japanese yen’s depreciation. In addition to making steady market introduction of new emission standards-compliant models, Komatsu advanced preparation to launch the D61EXi/PXi medium-sized Machine Control dozer in the second quarter and 15the ~~directors~~medium-sized Machine Guidance hydraulic excavator in the third quarter of ~~major~~the ~~subsidiaries~~current fiscal year.

1In CIS, demand for mining equipment for use in gold mines and energy development downturned, and that for construction equipment remained slack. As a result, first-quarter sales declined from the corresponding period a year ago. To get ready for the market introduction of the new FH Series hydrostatic-driven forklift trucks, Komatsu trained its distributors and conducted machine demonstrations.

6. ~~Subscription amount to be paid for each Stock Acquisition Right (The subscription amount):~~

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NoChina ~~consideration shall be paid.~~

~~Since~~Although ~~this~~there ~~issuance~~were ~~constitutes~~still anno ~~issuance~~clear ofsigns ~~Stock~~for ~~Acquisition~~new ~~Rights~~infrastructure todevelopment ~~individuals~~start-ups ~~other~~under ~~than~~China’s ~~shareholders~~new ~~with~~government, ~~particularly~~demand ~~favorable~~upturned ~~terms~~for ~~and~~recovery, ~~conditions~~centering ason ~~set~~small ~~forth~~and inmedium-sized ~~‘5.’ and~~construction ‘6equipment.’, ~~the~~Komatsu ~~Ordinary~~registered ~~General~~steady ~~Meeting~~sales of ~~Shareholders~~small ~~held~~and onmedium-sized ~~June 19~~units, ~~2013~~including ~~has~~new ~~resolved~~20-ton ~~under~~class ~~Article~~hydraulic ~~309~~excavators, ofdesigned ~~the~~particularly ~~Companies~~for ~~Act~~fuel ofeconomy, ~~Japan~~which towere ~~delegate~~launched in February this year. First-quarter sales increased from the corresponding ~~determination~~period ofa year ago, reflecting the ~~Subscription~~Japanese ~~Requirements~~yen’s depreciation as well. Komatsu also focused efforts to ~~the~~control ~~board~~inventories ofat ~~directors,~~an ~~pursuant~~ appropriate level to prepare for the ~~provisions~~next level of ~~Article~~recovery ~~238~~of ~~and~~demand ~~Article~~by ~~239~~maximizing the use of the KOMTRAX ~~Companies~~to ~~Act~~quickly oflearn ~~Japan~~about retail market conditions.

7.Asia & ~~Allotment~~Oceania ~~Date of the Stock Acquisition Rights:~~

~~August~~In Indonesia, the largest market of the region, demand still remained weak, especially for mining equipment. First-quarter sales in Asia dropped from the corresponding period a year ago. In India, Komatsu transferred the 50% equity held in L&T-Komatsu Limited, a 50-50 joint ownership manufacturing company of hydraulic excavators, to Larsen 1& Toubro Limited, ~~2013~~the joint-venture partner, in April this year. Komatsu India Pvt. Ltd. is going to consolidate production in India.

8.In ~~Amount~~Oceania, ofdemand ~~assets~~for tomining beequipment for ~~paid~~use ~~upon~~in ~~exercise~~iron ore mines was sluggish against the backdrop of the ~~Stock~~lowered ~~Acquisition~~commodity ~~Rights:~~prices. Demand for construction equipment was also sluggish. However, first-quarter sales increased from the corresponding period a year ago, reflecting the Japanese yen’s depreciation. Concerning the large-scale project to deliver driverless dump trucks in Rio Tinto’s iron ore mines in Australia, Komatsu and Rio Tinto continued to make good progress as one solid team to succeed.

~~The~~Middle ~~amount of assets to be paid upon exercise of the Stock Acquisition Rights shall be JPY one (1)~~East ~~per~~& ~~each~~Africa ~~one (1) share to be transferred upon exercise of the Stock Acquisition Rights, multiplied by the Number of Shares Granted.~~

9.In ~~Exercise~~the Middle ~~period~~East, demand in Turkey, a major market of the region, for construction equipment was strong as favorably affected by active private and public-sector investments, thanks to the ~~Stock~~government ~~Acquisition~~credit-easing ~~Rights:~~measures, while political instability also continued to prevail. First-quarter sales in the Middle East expanded from the corresponding period a year ago. In Saudi Arabia, Komatsu signed a contract with a new distributor in December last year, and this distributor began its operation in April this year.

~~From~~In ~~August 1~~Africa, ~~2016~~while todemand ~~July 31~~was slack for equipment for use in gold mines in South Africa, ~~2021~~it advanced for use in copper mines in Zambia. First-quarter sales increased from the corresponding period a year ago. Komatsu worked with mining customers to reduce the fuel consumption of machines owned by the customers by analyzing KOMTRAX information as part of brand management activities.

~~10.~~Industrial ~~Conditions~~Machinery ~~for~~and ~~the~~Others ~~exercising the Stock Acquisition Rights:~~

IfWhile ademand ~~holder~~in ofthe ~~Stock~~automobile ~~Acquisition~~manufacturing ~~Rights~~industry ~~Who~~began isto ashow ~~Director,~~signs ~~Audit & Supervisory Board Member or employee~~ of ~~the Company~~recovery, orcentering aon ~~Director~~machine tools, ~~Audit &~~sales ~~Supervisory Board Member or employee~~ of ~~an affiliate~~large ofpresses ~~the~~and ~~Company,~~other ~~loses~~forging ~~his~~machinery ordropped. ~~her~~As ~~all~~a ~~respective status set above~~result, ~~that~~first-quarter sales ~~person~~of ~~is able to exercise~~ the ~~Stock~~industrial ~~Acquisition~~machinery ~~Rights~~and ~~only~~others ~~within~~business ~~three~~declined (by 6.3~~) year~~% ~~period~~ from the ~~date~~corresponding ~~they lost such position; provided, however, that the~~ period ~~shall~~ ~~not~~a ~~exceed~~year ~~the original exercise period for the Stock Acquisition Rights described at ‘9’ above~~ago, ~~and~~to ~~the~~JPY40.3 ~~other~~billion ~~terms~~(USD408 ~~and~~million). ~~conditions~~Segment ~~concerning~~profit ~~the~~fell ~~exercise~~by of65.4% ~~Stock Acquisition Rights shall be decided at the contracts~~ to beJPY0.8 ~~executed by~~billion ~~and between the Company and the Grantees of the Stock Acquisition Rights~~ (~~hereinafter~~USD8 ~~“Stock Acquisition Rights Contracts”~~million).

11In the laser-cutting machine business, Komatsu Industries Corporation combined the development, sales and service operations of Komatsu NTC Ltd. ~~Restriction~~to onoptimize ~~Acquisition~~business resources of the ~~Stock~~two ~~Acquisition~~in ~~Rights~~April bythis ~~Transfer:~~year. In May, Komatsu Industries Corporation launched the new KFL Series fiber laser-cutting machine equipped with its original oscillator.

~~Acquisition~~7 ~~of the Stock Acquisition Rights by transfer shall be required to be approved by the resolution of the Board of Directors of the Company.~~

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~~12.~~(2) ~~Matters~~Financial ~~concerning~~Conditions ~~the increase in paid-in capital and capital surplus in the event of issuance of shares upon the exercise of the Stock Acquisition Rights:~~

1)As ~~The~~of ~~amount~~June 30, of2013, ~~paid-in~~total ~~capital~~assets ~~increase~~increased inby ~~the~~JPY42.0 ~~event~~billion offrom the ~~issuance~~previous offiscal ~~shares~~year-end, ~~upon~~to JPY2,559.9 billion (USD25,858 million), mainly due to the ~~exercise~~Japanese ofyen’s depreciation against U.S. dollar, euro and renminbi from the ~~Stock~~previous ~~Acquisition~~fiscal ~~Rights~~year-end. ~~shall~~Interest-bearing bedebt ~~one~~increased ~~half~~by ofJPY13.7 billion from the ~~maximum~~previous ~~amount~~fiscal ofyear-end, ~~capital~~to ~~increase~~JPY693.5 billion (USD7,005 ~~calculated~~million). Komatsu inLtd. ~~accordance~~shareholders’ ~~with~~equity ~~Article~~increased ~~17,~~by ~~Paragraph~~JPY46.3 1billion offrom the ~~Corporate~~previous ~~Accounting~~fiscal ~~Regulations~~year-end, ofto ~~Japan~~JPY1,239.5 ~~Fractions~~billion ~~less~~(USD12,521 ~~than~~million). ~~one~~As (a result, Komatsu Ltd. shareholders’ equity ratio increased by 1).0 ~~yen~~percentage ~~resulting~~point from the previous ~~calculation~~fiscal ~~shall~~year-end, beto ~~rounded~~48.4%. upNet debt-to-equity ratio* was 0.48, compared to 0.49 as of the previous fiscal year-end.

2)* AnNet ~~increase~~debt-to-equity inratio ~~the~~= ~~capital surplus in the event of the issuance of shares upon exercise of the Stock Acquisition Rights shall be the amount obtainable by subtracting the amount of the paid~~(Interest-inbearing ~~capital~~debt ~~increase~~– ~~from~~Cash ~~the~~and ~~maximum~~cash ~~amount~~equivalents of– ~~the~~Time ~~capital~~deposits) ~~increase,~~/ asKomatsu ~~set forth in ‘12~~Ltd.1) shareholders’ ~~above.~~equity

13For the first quarter period under review, net cash provided by operating activities totaled JPY55.8 ~~Provisions~~billion ~~pertaining~~(USD564 million), an increase of JPY15.8 billion from JPY40.0 billion for the corresponding period a year ago, mainly due to ~~acquisition~~the collection of notes and accounts receivable. Net cash used in investing activities amounted to JPY38.6 billion (USD390 million), mainly due to the ~~Stock~~purchase ~~Acquisition~~of ~~Rights~~fixed byassets, an increase of JPY10.2 billion from the ~~Company:~~corresponding period a year ago. Net cash used in financing activities totaled JPY19.4 billion (USD197 million), mainly due to the payment of cash dividends, as compared to JPY1.7 billion used for the corresponding period a year ago. After adding the effects of foreign exchange fluctuations, cash and cash equivalents, as of June 30, 2013, totaled JPY93.5 billion (USD945 million), remaining almost flat from the previous fiscal year-end.

~~The~~(3) ~~Stock~~Projections ~~Acquisition~~for ~~Rights do not contain~~ the ~~provisions~~Fiscal ~~pertaining~~Year toEnding ~~the~~March 31, ~~acquisition~~2014 ~~by the Company.~~

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

~~14.~~Komatsu Inmakes ~~the~~no ~~event~~change ~~where the Company engages~~ in ~~any merger (limited to a case where~~ the ~~Company~~projection ~~ceases to exist as the result~~ of ~~merger)~~April 25, ~~a corporate split in which a division of the Company is merged into an existing company~~2013, aconcerning ~~corporate~~consolidated ~~split~~business inresults ~~which a division of the Company is spun off to establish a new company (~~for ~~both, limited to cases where~~ the ~~Company~~fiscal isyear ~~split~~ending ~~up)~~March 31, or an exchange or transfer of shares (for both, limited to cases where the Company becomes a fully-owned subsidiary) (hereinafter collectively “Restructuring Actions”), each person holding the remaining Stock Acquisition Rights at the time the Restructuring Actions take effect (hereinafter “Remaining Stock Acquisition Rights”) shall be granted the Stock Acquisition Rights of the relevant stock companies prescribed in Article 236, Paragraph 1, Item 8, (a) through (e) of the Companies Act (hereinafter “Reorganized Company”), in accordance with the conditions set forth below 2014. In this event, the Remaining Stock Acquisition Rights shall become null and void and new Stock Acquisition Rights in the Reorganized Company shall be issued. However, the new Stock Acquisition Rights shall be granted only if provisions for granting them in accordance with the following conditions (i-viii) are included as conditions in a merger agreement (in which the Company is merged into a Reorganized Company or a Reorganized Company is established as the result of the merger), a corporate split agreement (in which a division of the Company is merged into a Reorganized Company), a plan for a corporate split (in which a division of the Company is spun off to establish a Reorganized Company), and a share exchange agreement or a plan for transfer of shares (in both of which the Company becomes a fully-owned subsidiary of a Reorganized Company).

i.(4) ~~Number~~Others ~~of the Stock Acquisition Rights of a Reorganized Company to be granted~~

At(1) ~~the~~Changes ~~time~~in ~~the~~important ~~Restructuring~~subsidiaries ~~Actions~~during ~~take effect, each holder of~~ the ~~Remaining~~first ~~Stock~~quarter ~~Acquisition~~period ~~Rights~~under ~~shall~~review: ~~be granted the Stock Acquisition Rights of which the number is equivalent to the number of such Rights held at the Reorganized Company.~~ None

~~ii.~~(2) ~~Type~~Use of ~~shares~~simplified ofaccounting ~~the~~procedures ~~Reorganized~~and ~~Company~~adoption toof bespecific ~~issued~~accounting procedures for the ~~Stock~~preparation ~~Acquisition~~of ~~Rights~~consolidated quarterly financial statements: None

~~Type~~(3) ofChanges ~~shares~~in ~~subject~~Significant toAccounting ~~the~~Rules, ~~Stock~~Procedures ~~Acquisition~~and ~~Rights~~Presentation ~~shall~~and beChanges ~~common~~in ~~stock~~Significant ofAccounting ~~the~~Policies ~~Reorganized~~and ~~Company.~~ Estimates

~~iii.~~1) ~~Number~~Changes ofresulting ~~shares~~from ofrevisions ~~the~~in ~~Reorganized~~accounting ~~Company~~standards, toetc.: ~~be issued upon exercise of the Stock Acquisition Rights~~Applicable

~~The~~From ~~number~~the offiscal ~~shares~~year ~~shall~~ending beMarch 31, ~~determined~~2014, inKomatsu ~~accordance~~adopted ~~with~~the ~~‘3’~~Accounting ~~above~~Standards Update (“ASU”) 2013-02, ~~after~~“Reporting ~~taking~~of ~~into~~Amounts ~~consideration~~Reclassified ~~the~~Out ~~conditions~~of orAccumulated ~~other~~Other Comprehensive ~~factors~~Income”. ~~concerning~~This ~~the~~adoption ~~Restructuring~~did ~~Actions~~not have any impact on Komatsu’s financial position and results of operations.

~~iv.~~8 ~~Amount of assets to be paid upon the exercise of the Stock Acquisition Rights~~

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~~The amount of assets to be paid upon the exercise of newly granted Stock Acquisition Rights shall be the amount obtainable by multiplying JPY one (1~~2) ~~per~~ ~~each~~Changes ~~one~~in ~~(1) share the Exercise Price to be adjusted after taking into consideration the conditions and~~ other ~~factors~~matters ~~concerning~~except ~~the Restructuring Actions, by the number of shares to be issued~~ for ~~each~~1) ~~acquisition right as determined in ‘14. iii’~~ above.: Applicable

v.The ~~Exercise~~Company ~~period~~and some of its consolidated subsidiaries which had adopted the declining balance method for depreciation of property, plant and equipment changed the ~~Stock~~depreciation ~~Acquisition~~method ~~Rights~~to the straight-line method beginning April 1, 2013.

~~The~~Komatsu ~~exercise~~promotes ~~period~~continuous ~~shall~~innovation ~~begin~~of ontechnologies ~~either~~by concentrating the ~~first~~production ~~date~~of high-value added and technologically important key components in Japan, and also undertakes integrated development and production under the Mother Plant system. As a general rule, Komatsu engages in local production in different parts of the ~~exercise~~world ~~period~~where there is sufficient market demand for ~~the~~its ~~Stock~~products. ~~Acquisition~~With ~~Rights~~respect ~~stipulated~~to inmainstay ~~‘9’~~products, ~~above~~however, orKomatsu onhas ~~the~~facilitated ~~date~~effective ~~that~~use ~~the~~of ~~Restructuring~~its ~~Actions~~global ~~take~~production capacities by cross sourcing finished products after producing ~~effect~~them at its most cost-effective plants and exporting them in light of changes in market demand and foreign exchange rate. Komatsu is establishing its production efficiency, ~~whichever~~standardization ~~comes~~of ~~later~~production and stable operation of production facilities through renewing its old factory buildings in Japan, reassessing logistics and ~~shall~~reforming ~~continue~~production process by technology innovation as well as cutting down electric power consumption in half at its plants in Japan. With respect to ~~the~~capital investment, ~~final~~Komatsu ~~date~~continues ofto ~~the~~invest ~~exercise~~in ~~period~~its production facilities for ~~the~~renovation ~~Stock~~at ~~Acquisition~~a ~~Rights~~constant ~~stipulated~~level. inIn ~~‘9’~~light ~~above~~of those activities, Komatsu expects stable production and facility utilization within its production capacity, and is able to receive economic benefits from those facilities at a constant rate throughout their durable periods.

~~vi.~~As ~~Increase~~a inresult ~~paid-in~~of reviewing ~~capital~~its ~~and~~depreciation ~~capital~~method, ~~surplus~~Komatsu inconcluded that the ~~event~~straight-line ofmethod ~~the~~would ~~issuance~~be ofan ~~shares~~appropriate ~~upon~~depreciation ~~exercise~~method to reflect its usage of property, plants and equipment and to allocate the ~~Stock~~costs ~~Acquisition~~in ~~Rights~~earnings.

~~Such~~The ~~increases~~effect ~~shall~~of bethe ~~determined~~change ~~based~~in ondepreciation ~~‘12’~~method ~~above~~is recognized prospectively as a change in accounting estimate in accordance with the FASB Accounting Standards Codification (ASC) 250 “Accounting Changes and Error Corrections”.

~~vii~~As a result of the change in depreciation method, depreciation expense for the three months ended June 30, 2013 decreased by approximately JPY3.0 ~~Restriction~~billion. onNet ~~Acquisition~~Income ofattributable to Komatsu Ltd. for the ~~Stock~~three ~~Acquisition~~months ~~Rights~~ended June 30, 2013 increased by ~~Transfer~~approximately JPY1.8 billion. Basic and Diluted net income attributable to Komatsu Ltd. per common share and for the three months ended June 30, 2013 increased by JPY1.98, and JPY1.97, respectively.

~~Acquisition~~Cautionary ofStatement ~~the Stock Acquisition Rights by transfer shall be required to be approved by the Reorganized Company.~~

~~viii.~~The ~~Provisions~~announcement ~~pertaining~~set forth herein contains forward-looking statements which reflect management’s current views with respect to ~~acquisition~~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 ~~Stock~~events ~~Acquisition~~and ~~Rights~~results of such forward-looking assumptions cannot be assured.

~~The~~Factors ~~Stock~~that ~~Acquisition~~may ~~Rights~~cause doactual results to differ materially from those predicted by such forward-looking statements include, but are not ~~contain~~limited to, unanticipated changes in demand for the ~~provisions~~Company’s principal ~~pertaining~~products, owing to changes in the ~~acquisition~~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 ~~Stock~~Company’s objectives ~~Acquisition~~with ~~Rights~~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.

~~15.~~9 ~~In case where the number of shares to be issued or transferred to the holders of the Stock Acquisition Rights includes any fraction less than one (1) share, such fraction shall be rounded down.~~

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~~[Reference]~~Consolidated Financial Statements

(1) ~~Date~~Consolidated ofBalance ~~the~~Sheets resolution of the Board of Directors pursuant to which it was decided to submit the proposal regarding Stock Acquisition Rights for shareholder approval at the 144th Ordinary General Meeting of Shareholders: April 25, 2013

~~(2)~~Assets ~~Date of the resolution of shareholders at the 144th Ordinary General Meeting of shareholders approving the issuance of the Stock Acquisition Rights: June 19, 2013~~

Millions of yen

As of June 30, 2013

As of March 31, 2013

Ratio (%)

Ratio (%)

Current assets

Cash and cash equivalents

93,557

93,620

Time deposits

222

217

Trade notes and accounts receivable

580,283

606,904

Inventories

672,293

633,647

Deferred income taxes and other current assets

160,589

157,668

Total current assets

1,506,944

58.9

1,492,056

59.3

Long-term trade receivables

241,283

9.4

235,825

9.4

Investments

Investments in and advances to affiliated companies

19,581

19,404

Investment securities

61,594

59,279

Other

2,714

2,574

Total investments

83,889

3.3

81,257

3.2

Property, plant and equipment

- less accumulated depreciation and amortization

602,210

23.5

585,220

23.2

Goodwill

35,427

1.4

34,703

1.4

Other intangible assets

- less accumulated amortization

58,014

2.3

58,523

2.3

Deferred income taxes and other assets

32,172

1.2

30,273

1.2

Total

2,559,939

100.0

2,517,857

100.0

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Liabilities and Equity

Millions of yen

As of June 30, 2013

As of March 31, 2013

Ratio (%)

Ratio (%)

Current liabilities

Short-term debt

254,192

205,156

Current maturities of long-term debt

117,738

130,793

Trade notes, bills and accounts payable

228,908

226,275

Income taxes payable

14,180

33,227

Deferred income taxes and other current liabilities

228,048

232,125

Total current liabilities

843,066

32.9

827,576

32.8

Long-term liabilities

Long-term debt

321,582

343,814

Liability for pension and retirement benefits

50,082

49,912

Deferred income taxes and other liabilities

46,964

43,860

Total long-term liabilities

418,628

16.4

437,586

17.4

Total liabilities

1,261,694

49.3

1,265,162

50.2

Komatsu Ltd. shareholders’ equity

Common stock

67,870

67,870

Capital surplus

138,898

138,818

Retained earnings:

Appropriated for legal reserve

39,624

38,230

Unappropriated

1,047,521

1,034,504

Accumulated other comprehensive income (loss)

(12,108

)

(43,440

)

Treasury stock

(42,267

)

(42,788

)

Total Komatsu Ltd. shareholders’ equity

1,239,538

48.4

1,193,194

47.4

Noncontrolling interests

58,707

2.3

59,501

2.4

Total equity

1,298,245

50.7

1,252,695

49.8

Total

2,559,939

100.0

2,517,857

100.0

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

Consolidated Statements of Income


	Millions of yen except per share amounts
	First quarter ended June 30, 2013						First quarter ended June 30, 2012
				Ratio (%)						Ratio (%)
Net sales	¥	455,159			100.0		¥	469,948			100.0
Cost of sales		325,366			71.5			343,155			73.0
Selling, general and administrative expenses		77,247			17.0			71,529			15.2
Other operating income (expenses), net		(133	)		(0.0	)		454			0.1

Operating income		52,413			11.5			55,718			11.9

Other income (expenses), net
Interest and dividend income		1,402			0.3			1,316			0.3
Interest expense		(2,247	)		(0.5	)		(2,123	)		(0.5	)
Other, net		21			0.0			(3,669	)		(0.8	)

Total other income (expenses)		(824	)		(0.2	)		(4,476	)		(1.0	)

Income before income taxes and equity in earnings of affiliated companies		51,589			11.3			51,242			10.9

Income taxes		12,544			2.8			17,144			3.6
Income before equity in earnings of affiliated companies		39,045			8.6			34,098			7.3
Equity in earnings of affiliated companies		291			0.1			230			0.0
Net income		39,336			8.6			34,328			7.3
Less: Net income attributable to noncontrolling interests		2,045			0.4			2,204			0.5

Net income attributable to Komatsu Ltd.	¥	37,291			8.2		¥	32,124			6.8

Net income attributable to Komatsu Ltd. per share (Yen)
Basic	¥	39.13					¥	33.73
Diluted	¥	39.09					¥	33.71

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Consolidated Statements of Comprehensive Income


	Millions of yen
	First quarter ended June 30, 2013		First quarter ended June 30, 2012
Net income	¥	39,336	¥	34,328
Other comprehensive income (loss), for the period, net of tax
Foreign currency translation adjustments		28,645		(38,800	)
Net unrealized holding gains (losses) on securities available for sale		1,671		(4,432	)
Pension liability adjustments		295		564
Net unrealized holding gains (losses) on derivative instruments		887		1,361

Total		31,498		(41,307	)

Comprehensive income (loss)		70,834		(6,979	)
Less: Comprehensive income (loss) attributable to noncontrolling interests		2,187		(568	)

Comprehensive income (loss) attributable to Komatsu Ltd.	¥	68,647	¥	(6,411	)

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(3) Consolidated Statements of Cash Flows


	Millions of yen
	First quarter ended June 30, 2013			First quarter ended June 30, 2012
Operating activities
Net income	¥	39,336		¥	34,328
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		19,968			21,138
Deferred income taxes		5,967			2,540
Impairment loss and net loss (gain) from sale of investment securities		(7	)		70
Net loss (gain) on sale of property		(103	)		(132	)
Loss on disposal of fixed assets		549			272
Pension and retirement benefits, net		56			359
Changes in assets and liabilities:
Decrease (increase) in trade receivables		41,454			47,612
Decrease (increase) in inventories		(23,164	)		(33,942	)
Increase (decrease) in trade payables		54			(20,090	)
Increase (decrease) in income taxes payable		(19,433	)		(5,868	)
Other, net		(8,832	)		(6,268	)

Net cash provided by (used in) operating activities		55,845			40,019

Investing activities
Capital expenditures		(37,054	)		(32,382	)
Proceeds from sale of property		2,462			2,304
Proceeds from sale of available for sale investment securities		449			418
Purchases of available for sale investment securities		(31	)		(1	)
Acquisition of subsidiaries and equity investees, net of cash acquired		(4,539	)		283
Collection of loan receivables		101			591
Disbursement of loan receivables		(16	)		(206	)
Decrease (increase) in time deposits, net		1			614

Net cash provided by (used in) investing activities		(38,627	)		(28,379	)

Financing activities
Proceeds from debt issued (Original maturities greater than three months)		37,824			110,854
Payment on debt (Original maturities greater than three months)		(59,627	)		(105,434	)
Short-term debt - net (Original maturities three months or less)		28,986			18,448
Repayments of capital lease obligations		(813	)		(2,380	)
Sale (purchase) of treasury stock, net		(8	)		50
Dividends paid		(22,880	)		(20,009	)
Other, net		(2,941	)		(3,244	)

Net cash provided by (used in) financing activities		(19,459	)		(1,715	)

Effect of exchange rate change on cash and cash equivalents		2,178			(3,228	)

Net increase (decrease) in cash and cash equivalents		(63	)		6,697

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

Cash and cash equivalents, end of period	¥	93,557		¥	89,776

LOGO

(4) Note to the Going Concern Assumption

None

(5) Business Segment Information

1) Information by Operating Segments


(For the first quarter ended June 30, 2013)	Millions of yen
	Construction, Mining and Utility Equipment		Industrial Machinery and Others		Subtotal		Corporate & elimination			Total
Net sales:
Customers		415,905		39,254		455,159		—			455,159
Intersegment		732		1,124		1,856		(1,856	)		—
Total		416,637		40,378		457,015		(1,856	)		455,159
Segment profit		52,611		823		53,434		(888	)		52,546

(For the first quarter ended June 30, 2012)	Millions of yen
	Construction, Mining and Utility Equipment		Industrial Machinery and Others		Subtotal		Corporate & elimination			Total
Net sales:
Customers		428,921		41,027		469,948		—			469,948
Intersegment		855		2,059		2,914		(2,914	)		—
Total		429,776		43,086		472,862		(2,914	)		469,948
Segment profit		54,202		2,376		56,578		(1,314	)		55,264

Notes: 1)

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

Construction, Mining and Utility Equipment

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

Industrial Machinery and Others

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

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

2) Geographic Information

Net sales determined by customer location were as follows:

(For the first quarter ended June 30, 2013 and 2012)

Millions of yen

Japan

Americas

Europe &
CIS

China

Asia* &
Oceania

Middle East
& Africa

Total

FY2013

80,034

131,899

51,487

47,756

105,424

38,559

455,159

FY2012

80,726

129,090

55,074

47,311

130,096

27,651

469,948

*	Excluding Japan and China

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

None

LOGO

(7) Others

In the Consolidated Statements of Cash Flow, Komatsu disclosed its cash flow of short-term debt in financing activities on a net amount basis in the previous first quarter period ended June 30, 2012. Komatsu discloses its cash flow on a net amount basis for the debts whose original maturities are three months or less in this first quarter period ended June 30, 2013. The Consolidated Statements of Cash Flow for the first quarter period ended June 30, 2012 has been re-presented to be consistent with June 30, 2013. This change does not have any impact on the total cash flow from financing activities.

(end)

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