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 April, 2011

COMMISSION FILE NUMBER: 1-7239

KOMATSU LTD.

Translation of registrant’s name into English

3-6 Akasaka 2-chome, Minato-ku, Tokyo, 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 þ Form 40-F o

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): o

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): o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes o No þ

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_____ 

 

 

INFORMATION TO BE INCLUDED IN REPORT

1.

Four company announcements made on April 27, 2011.

SIGNATURES

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

		KOMATSU LTD.
		(Registrant)
Date: April 28, 2011		By:		/S/ Mikio Fujitsuka   Mikio Fujitsuka
				Senior Executive Officer

		Komatsu Ltd.
		Corporate Communications Dept.
		Tel: +81-(0)3-5561-2616
		Date: April 27, 2011
		URL: http://www.komatsu.com/

Consolidated Business Results for the Fiscal Year Ended March 31, 2011 (U.S. GAAP)

1. Results for the Fiscal Year Ended March 31, 2011
(Amounts are rounded to the nearest million yen)

(1)		Consolidated Financial Highlights
		(For the fiscal years ended March 31, 2011 and 2010)

Millions of yen & US dollars except per share amounts

		2011								2010				Changes
		[A]								[B]				[A-B]				[(A-B)/B]
		Yen				Dollar				Yen				Yen				(%)
Net sales			1,843,127				22,206				1,431,564				411,563				28.7	%
Operating income			222,929				2,686				67,035				155,894				232.6	%
Income before income taxes and equity in earnings of affiliated companies			219,809				2,648				64,979				154,830				238.3	%
Net income attributable to Komatsu Ltd.			150,752				1,816				33,559				117,193				349.2	%
Net income attributable to Komatsu Ltd. per share (Yen & US dollars)
Basic		¥	155.77			$	1.88			¥	34.67			¥	121.10
Diluted		¥	155.66			$	1.88			¥	34.65			¥	121.01
Return on equity			17.2	%							4.1	%			13.1	%
Return on total assets			10.7	%							3.3	%			7.4	%
Return on sales			12.1	%							4.7	%			7.4	%

(2)		Consolidated Financial Position
		(As of March 31, 2011 and 2010)

Millions of yen except per share amounts

		2011				2010
Total assets			2,149,137				1,959,055
Total equity			972,680				876,799
Komatsu Ltd. shareholders’ equity			923,843				833,975
Komatsu Ltd. shareholders’ equity ratio			43.0	%			42.6	%
Komatsu Ltd. shareholders’ equity per share (Yen)		¥	954.48			¥	861.51

(3)		Consolidated Cash Flows
		(For the fiscal years ended March 31, 2011 and 2010)

Millions of yen

		2011				2010
Net cash provided by (used in) operating activities			150,402				182,161
Net cash provided by (used in) investing activities			(88,509	)			(72,967	)
Net cash provided by (used in) financing activities			(56,365	)			(116,363	)
Cash and cash equivalents, end of year			84,224				82,429

2. Dividends

(For the fiscal years ended March 31, 2011 and 2010, and ending March 31, 2012)

										2012
		2011				2010				Projections
Cash dividends per share (Yen)
Interim			18.00				8.00				21.00
Year-end			20.00				8.00				21.00
Total			38.00				16.00				42.00
Annual dividends (Millions of yen)			36,799				15,497				—
Payout ratio (Consolidated basis) (%)			24.4	%			46.1	%			20.3	%
Dividends as percentage of equity (Consolidated basis) (%)			4.2	%			1.9	%			—

3. Projections for the Fiscal Year Ending March 31, 2012

(From April 1, 2011 to March 31, 2012)

Millions of yen except per share amounts

		The first half of the year								The full fiscal year
						Changes								Changes
						Increase								Increase
Net sales			1,065,000				23.9	%			2,150,000				16.6	%
Operating income			143,000				37.6	%			305,000				36.8	%
Income before income taxes and equity in earnings of affiliated companies			141,000				40.8	%			300,000				36.5	%
Net income attributable to Komatsu Ltd.			100,000				56.8	%			200,000				32.7	%
Net income attributable to Komatsu Ltd. per share (basic) (Yen)		¥	103.32							¥	206.63

4. Others

(1)		Changes in important subsidiaries during the Year under Review: None
(2)		Changes in accounting standards, procedures and presentations

	1)		Changes resulting from revisions in accounting standards, etc.: None
	2)		Change in other matters except for 1) above: None
	Note:		See “Basis of Consolidated Financial Statements” on page 23 for more details.

(3)

Number of common shares outstanding

	1)		The numbers of common shares issued (including treasury stock) as of March 31 were as follows:
			2011:   998,744,060 shares 2010:   998,744,060 shares
	2)		The numbers of shares of treasury as of March 31 were as follows:
			2011:   30,841,419 shares 2010:   30,704,084 shares
	3)		The weighted average numbers of common shares outstanding were as follows:
			2011:   967,803,446 shares 2010:   968,013,328 shares
	Note:		See “Net Income per Share” on page 25 for the number of common shares, which was used as the basis for calculating the amount of net income per share.

[Reference]

Financial Highlights of the Parent Company

The following financial information is prepared based on the non-consolidated financial results of the parent company in accordance with generally accepted accounting principles and practices in Japan.

1. Results for the Fiscal Year Ended March 31, 2011

(1)		Non-Consolidated Financial Highlights
		(For the fiscal years ended March 31, 2011 and 2010)

Millions of yen & US dollars except per share amounts

		2011								2010				Changes
		[A]								[B]				[A-B]				[(A-B)/B]
		Yen				Dollar				Yen				Yen				(%)
Net sales			742,519				8,946				457,676				284,843				62.2
Operating profit (loss)			81,075				977				(26,829	)			107,904				—
Ordinary profit (loss)			86,242				1,039				(1,120	)			87,362				—
Net income			48,273				582				2,378				45,895				—
Net income per share (Yen & US cents)
Basic		¥	49.85				60.1¢			¥	2.46			¥	47.39
Diluted		¥	49.82				60.0¢			¥	2.45			¥	47.37

(2)		Non-Consolidated Financial Position
		(As of March 31, 2011 and 2010)

Millions of yen except per share amounts

		2011				2010
Total assets			990,829				959,125
Net assets			541,600				518,467
Equity ratio (%)			54.4	%			53.8	%
Net assets per share (Yen)		¥	557.04			¥	533.19

Note: Shareholders’ equity: 2011: 539,464 million yen 2010: 516,440 million yen

2. Projections for the Fiscal Year Ending March 31, 2012

(From April 1, 2011 to March 31, 2012)

Millions of yen except per share amounts

		2012
						Changes
						Increase/(Decrease)
Net sales			860,000				15.8	%
Operating profit			70,000				(13.7	)%
Ordinary profit			98,000				13.6	%
Net income			93,000				92.7	%
Net income per share (basic) (Yen)		¥	96.03

Appendix

Management Performance and Financial Conditions
(1) Outline of Operations and Business Results			P.6
(2) Financial Conditions			P.11
(3) Basic Policy for Redistribution of Profits and Dividends for the Fiscal Year under Review and Next Fiscal Year			P.12
Komatsu Group
Management Policy
(1) Basic Management Policy			P.15
(2) Mid to Long-Range Management Plan and Issues Ahead			P.15
Consolidated Financial Statements
(1) Condensed Consolidated Balance Sheets			P.18
(2) Condensed Consolidated Statements of Income			P.20
(3) Consolidated Statement of Equity			P.21
(4) Consolidated Statements of Cash Flows			P.22
(5) Note to the Going Concern Assumption			P.23
(6) Basis of Consolidated Financial Statements			P.23
(7) Notes to Consolidated Financial Statements			P.24
1) Business Segment Information			P.24
2) Net Income per Share			P.25

Management Performance and Financial Conditions

(1) Outline of Operations and Business Results

[Effects of the Great East Japan Earthquake on Komatsu Group’s Business Operations and Responses]

During the fiscal year, ended March 31, 2011, i.e., from April 1, 2010 to March 31, 2011, the Great East Japan Earthquake and the subsequent tsunami brought about very extensive damages, especially in the Tohoku and northern Kanto regions of Japan. Immediately after this tragic disaster, the Komatsu Group checked the safety of its employees and their families, worked to secure their safety, and made all-out efforts in transporting relief items to disaster-stricken employees and their families. The Komatsu Group also focused its efforts to recover operations of affected plants, suppliers and other business bases.

With respect to production, the buildings and facilities of some plants of the Komatsu Group were damaged but we quickly worked to repair them. For our suppliers, many employees from the Production and Procurement divisions went to their facilities and worked together with suppliers’ employees on quick repair of their facilities. As a result of these efforts, all our affected plants resumed production by the end of March, while we are still experiencing uncertain procurement conditions for some electronic parts of construction equipment as well as electric power supply.

Our sales and service operations were seriously affected by the tsunami. At some bases located along the Pacific Ocean side of the Tohoku region, their buildings, facilities and construction equipment were washed away. While it will take some time for us to recover those full-scale operations, soon after the devastation brought by the tsunami we restarted our maintenance and repair service for construction equipment, which is indispensable for the restoration and reconstruction of the affected regions by our other bases nearby.

As an effort within our best capacity to offer equipment and materials needed in the affected regions, we have decided on a JPY800 million worth assistance action plan centering on free-of-charge lending of our own construction equipment, forklift trucks, temporary housing and power generators. We have delivered them per the requests of local governments.

It is projected that reconstruction work will last for a long time. We recognize the importance of producing construction equipment, an indispensable tool of restoration and reconstruction, promptly delivering them to the needed areas, and continuing our maintenance and repair operation to ensure trouble-free use of equipment, while continuing to work to normalize our operations.

[Outline of Operations and Business Results]

Komatsu Ltd. (“Company”) and its consolidated subsidiaries (together “Komatsu”) embarked on the Global Teamwork for Tomorrow mid-range management plan for three years starting in the fiscal year under review, which emphasize (1) promotion of ICT applications to products and parts, (2) further advancement of environmental friendliness and safety in machine performance, (3) expansion of sales and service operations in Strategic Markets, and (4) promotion of continuous Kaizen (improvement) by strengthening workplace capability.

In the first year of the ongoing mid range plan, demand for construction and mining equipment remained at a high level in Strategic Markets, especially in China, Asia and Latin America, while demand recovered and increased from the previous fiscal year in the Traditional Markets of Japan, North America and Europe. Demand for industrial machinery also turned toward recovery, reflecting an increased volume of production of cars in Strategic Markets and growth of the solar cell industry in China and Asia.

[Markets as Positioned by the Komatsu]

Traditional Markets		Japan, North America and Europe
Strategic Markets		China, Latin America, Asia, Oceania, Africa, Middle East and CIS

During the fiscal year under review, Komatsu recorded consolidated net sales of JPY1,843.1 billion (USD22,206 million, at USD1=JPY83), up 28.7% from the previous fiscal year. While the Japanese currency appreciated sharply against the U.S. dollar, Euro and Renminbi from the previous fiscal year and we incurred a loss resulting from the damages by the Great East Japan Earthquake and the subsequent tsunami, we made sizable gains by expanding the volume of sales and continuing structural reform efforts, such as the realization of selling prices and the improvement of production costs. Specifically, operating income reached JPY222.9 billion (USD2,686 million), registering an increase of 232.6% from the previous fiscal year, and operating income ratio advanced to 12.1%, an improvement of 7.4 percentage points. Income before income taxes and equity in earnings of affiliated companies increased by 238.3% to JPY219.8 billion (USD2,648 million). Net income attributable to Komatsu Ltd. totaled JPY150.7 billion (USD1,816 million), recording an improvement of 349.2%.

[Consolidated Financial Highlights]		Millions of yen

		2011				2010
		USD1=JPY85				USD1=JPY93
		EUR1=JPY113				EUR1=JPY131
		RMB1=JPY12.7				RMB1=JPY13.6				Changes
		[A]				[B]			[(A-B)/B]
Net sales			1,843,127				1,431,564				28.7	%
Operating income			222,929				67,035				232.6	%
Income before income taxes and equity in earnings of affiliated companies			219,809				64,979				238.3	%
Net income attributable to Komatsu Ltd.			150,752				33,559				349.2	%

Business results by operations are described below.

[Sales by Operation]		Millions of yen

		2011				2010				Changes
		[A]				[B]			[(A-B)/B]
Construction, Mining and Utility Equipment			1,615,689				1,268,575				27.4	%
Industrial Machinery and Others			227,438				162,989				39.5	%
Total			1,843,127				1,431,564				28.7	%

Construction, Mining and Utility Equipment

Komatsu expanded consolidated net sales of construction, mining and utility equipment by 27.4% to JPY1,615.6 billion (USD19,466 million) by steadfastly capitalizing on global demand recovery. During the fiscal year under review, Komatsu continued to focus its efforts especially to expand production capacity and reinforce product support operation by anticipating the mid to long-range growth of Strategic Markets. To accelerate sales of hybrid hydraulic excavators, which offer improved fuel consumption and CO₂ emissions volume, Komatsu tooled up the production of new HB205 and HB215LC hybrid hydraulic excavators after changing the forerunner model, introduced them on the Japanese market and decided to launch them in major markets around the world. With respect to the utility equipment business, consisting of forklift trucks and mini construction equipment, the Company decided to merge Komatsu Utility Co., Ltd. in order to speed up the pace of strengthening its business in overseas markets, further improve their product competitiveness and product development capability, and reinforce human resource development.

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

		2011				2010				Changes
		[A]				[B]				[A-B]				[(A-B)/B]
Japan			251,597				228,505				23,092				10.1	%
Americas			386,758				306,135				80,623				26.3	%
Europe & CIS			164,007				122,018				41,989				34.4	%
China			334,270				244,509				89,761				36.7	%
Asia* & Oceania			374,577				281,878				92,699				32.9	%
Middle East & Africa			104,480				85,530				18,950				22.2	%
Total			1,615,689				1,268,575				347,114				27.4	%

Japan

While public works began to decline in the second half period of the fiscal year under review, private-sector capital investment remained strong. Against this backdrop, demand for construction equipment headed for recovery centering on the rental equipment segment, and sales improved from the previous fiscal year in Japan. In December 2010, Komatsu launched sales of new HB205 and HB215LC hybrid hydraulic excavators in Japan before overseas markets, received great responses from their customers and enjoyed good sales.

Note: For effects of the Great East Japan Earthquake on Komatsu’s business operations, see on page 6.

Americas

In North America, while the U.S. housing starts remained sluggish, overall demand for equipment turned for recovery, supported by strong demand in the rental equipment and mining industries. In this market environment, Komatsu continued to promote the zero inventory of distributors campaign and worked to improve their financial strength. Komatsu also advanced preparation for the market introduction of products compliant to new emission control regulations. In Latin America, demand for equipment remained strong in mining, civil engineering, agricultural and forestry sectors in Brazil, the largest Latin American market. In Chile where demand for mining equipment grew sharply, Komatsu strengthened its sales and product support capabilities for the mining industry. As a result, sales increased from the previous fiscal year.

Europe & CIS

Demand for construction equipment headed for recovery mainly in major markets such as Germany, the United Kingdom and France. While demand recovered in these markets, Komatsu worked to strengthen its product support capability and expand sales of parts by teaming up with its distributors. As a result, sales improved from the previous fiscal year.

In CIS, demand for large equipment grew, centering on use for coal and gold mining as well as energy development, and sales improved from the previous fiscal year. To seize on the mid to long-range demand for mining equipment, Komatsu strengthened its production and product support capabilities by commencing production at Komatsu Manufacturing Rus, LLC. in June last year and opening the Kuzbass Support Center in Siberia.

China

Demand for construction and mining equipment remained strong, reflecting thriving demand in the mining industry coupled with advancement of infrastructure development and urbanization, especially in inner China. Particularly by steadfastly capitalizing on demand, which followed the Chinese New Year in February this year, Komatsu registered record-high sales in China.

In tandem with this market expansion, Komatsu worked to expand its production, sales and product support capabilities, especially by establishing Komatsu China Mining Limited to engage in sales and product support for major mining companies, constructing the new plant of Komatsu (Changzhou) Construction Machinery Corp., opening the KC Techno Center, and training service engineers in the special training course at Shandong Jiaotong University.

Asia & Oceania

In Indonesia, the largest market of Southeast Asia, demand for mining equipment continued to expand, while demand for construction equipment remained strong in the civil engineering, agriculture and forestry sectors. Demand was also strong in India, Thailand, Malaysia and some other countries. In Australia, some mining companies experienced adverse effects of the flood in shipment of their commodities in the second half period, but overall demand for mining equipment remained firm. Under such market conditions, sales accelerated in Asia, resulting in an increase in sales from the previous fiscal year in Asia & Oceania. In Southeast Asia, Komatsu concerted efforts to introduce KOMTRAX (Komatsu Machine Tracking System)-installed standard construction equipment to more regions. In Australia, Komatsu continued to reinforce sales and product support operations, including the reorganization of Komatsu Australia Pty Ltd in August last year to further strengthen its capabilities as a distributor.

Middle East & Africa

While political and social conditions have continued to be unstable in some countries, demand for equipment remained firm, particularly in the mining sector. As a result, sales improved from the previous fiscal year. Komatsu is expecting market expansion into the future as accompanied by the development of new mines and the recovery of infrastructure development. In Africa, Komatsu continued its efforts to strengthen its product support capability by adding a new training center to foster the growth of service engineers of distributors.

Industrial Machinery and Others

In the industrial machinery and others business, Komatsu boosted sales of wire saws for use in slicing silicon ingots, as capital investment remained brisk in Asia, centering on China, for the solar cell market. As a result, sales expanded by 39.5% from the previous fiscal year, to JPY227.4 billion (USD2,740 million). Orders received for large presses and other machinery upturned for growth, as the automobile manufacturing industry began capital investment in China, India, Brazil and some other countries.

To further enhance the competitive strength of its industrial machinery business under such market conditions, following the reorganization of press business in April last year, the Company decided to merge Komatsu NTC Ltd. and Komatsu Machinery Corporation into a single entity and to absorb Komatsu Engineering Corp. Concerning the merger of Komatsu NTC and Komatsu Machinery, as both companies mainly engage in machine tools for the automobile manufacturing industry as well as semiconductor manufacturing equipment, Komatsu is going to focus its efforts to converge their technologies and know-how to develop and produce new products for broader lineups as well as those designed to meet next-generation technological applications. With respect to the absorption of Komatsu Engineering, as it has a leading-expertise in systems engineering, the Company is going to apply that expertise to its manufacturing engineering, development and design operations.

Furthermore, Komatsu NTC Ltd. has built a new plant in order to expand its production capacity of wire saws against the backdrop of expanding its share of the solar cell market.

[Projections for the Fiscal Year Ending March 31, 2012]

(From April 1, 2011 to March 31, 2012)

In the construction, mining and utility equipment business, demand is on a recovery track in Traditional Markets of North America and Europe in addition to the strong growth of Strategic Markets. Furthermore, as mining activities are brisk for the production of commodities, we are projecting that demand for mining equipment will continue into the next fiscal year. In the industrial machinery and others business, the press and machine tool markets are recovering, while demand for wire saws should remain strong. Komatsu will unfailingly capitalize on these market expansions and thereby expand not only sales of new equipment but also sales in the entire value chain, including parts sales and service revenues. At the same time, Komatsu will continue to improve selling prices and production costs. As a result, Komatsu is projecting that both consolidated sales and profits will increase for the fiscal year ending March 31, 2012 as shown below.

Nevertheless, Komatsu needs to continue to closely monitor a number of problems caused by the Great East Japan Earthquake, such as power supply, recovery of production at suppliers, aftershocks and the crippled nuclear plant in Fukushima Prefecture. With respect to extraordinary demand in restoration and reconstruction of the devastated regions, a large portion of what will be done remains uncertain, and thus it is not incorporated in the projected business results.

As preconditions for our current projections, we are assuming the foreign exchange rates as follows: USD1 = JPY82, EUR1 = JPY116 and RMB1 = JPY12.7.

Millions of yen

		2012				2011				Changes
		Projection				Results				Increase
		(A)				(B)				(A)-(B)/(B)
Net sales			2,150,000				1,843,127				16.6	%
Operating income			305,000				222,929				36.8	%
Income before income taxes and equity in earnings of affiliated companies			300,000				219,809				36.5	%
Net income attributable to Komatsu Ltd.			200,000				150,752				32.7	%

(2) Financial Conditions

As of March 31, 2011, total assets increased by JPY190 billion from the previous fiscal year-end, to JPY2,149.1 billion (USD25,893 million), mainly due to increased receivables resulting from expanded sales. Interest-bearing debt declined by JPY42.3 billion from the previous fiscal year-end, to JPY544.0 billion (USD6,555 million). Komatsu Ltd. shareholders’ equity increased by JPY89.8 billion from the previous fiscal year-end, to JPY923.8 billion (USD11,131 million). As a result, Komatsu Ltd. shareholders’ equity ratio increased by 0.4 points from the previous fiscal year-end, to 43.0%. Net debt-to-equity ratio* was 0.50 compared to 0.60 as of the previous fiscal year-end.

For the fiscal year under review, net cash provided by operating activities decreased by JPY31.7 billion from the previous fiscal year, to JPY150.4 billion (USD1,812 million), mainly due to expanded working capital. Net cash used in investing activities increased by JPY15.5 billion, to JPY88.5 billion (USD1,066 million), largely due to investments made to expand production capacity in Japan and overseas. Net cash used in financing activities declined by JPY59.9 billion from the previous fiscal year, to JPY56.3 billion (USD679 million), mainly due to decreased repayments on debt. As a result, cash and cash equivalents, as of March 31, 2011, totaled JPY84.2 billion (USD1,015 million), registering an increase of JPY1.7 billion from the previous fiscal year-end.

Cash flow indexes are described below.

[Trends of Financial Conditions Indicators]

(Fiscal years ended March 31, 2011, 2010 and 2009)

		2011				2010				2009
Komatsu Ltd. shareholders’ equity ratio (%)			43.0				42.6				41.4
Komatsu Ltd. shareholders’ equity ratio at aggregate market value (%)			127.2				96.9				52.6
Years of debt redemption			3.6				3.2				7.6
Interest coverage ratio			23.2				21.4				5.4

•		Komatsu Ltd. shareholders’ equity ratio: Komatsu Ltd. shareholders’ equity/Total assets
•		Komatsu Ltd. shareholders’ equity ratio at aggregate market value: Aggregate market value of outstanding shares of common stock/Total assets
•		Years of debt redemption: Interest-bearing debt/Net cash provided by operating activities
•		Interest coverage ratio: Net cash provided by operating activities/Interest expense

(3) Basic Policy for Redistribution of Profits and Dividends for the Fiscal Year under Review and Next Fiscal Year

Komatsu is building a sound financial position as well as flexible and agile corporate strengths to increase its corporate value. Concerning cash dividends to shareholders, the Company maintains the policy of redistributing profits by considering consolidated business results and continuing stable dividends. Specifically, the Company has set the goal of a consolidated payout ratio of 20% or higher. Further, it maintains the policy of not decreasing dividends, as long as the consolidated payout ratio does not surpass 40%.

After reviewing the business results for the fiscal year under review as well as current and future business prospects, the Company is planning to set the fiscal year-end dividend at JPY20 per share. (The Company plans to propose this amount to the 142^nd ordinary general meeting of shareholders scheduled for June 22, 2011.) Annual cash dividends for the year under review, including the interim dividend of JPY18 per share, amount to JPY38 per share (an increase of JPY22 from annual cash dividends for the previous fiscal year). This amount translates into a consolidated payout ratio of 24%.

Regarding the fiscal year ending March 31, 2012, the Company plans to set the annual cash dividends per share at JPY42, an increase of JPY4, compared to JPY38 for the fiscal year ended March 31, 2011.

Cautionary Statement

The announcement set forth herein contains forward-looking statements which reflect management’s current views with respect to certain future events, including expected financial position, operating results, and business strategies. These statements can be identified by the use of terms such as “will,” “believes,” “should,” “projects” and similar terms and expressions that identify future events or expectations. Actual results may differ materially from those projected, and the events and results of such forward-looking assumptions cannot be assured. Factors that may cause actual results to differ materially from those predicted by such forward-looking statements include, but are not limited to, unanticipated changes in demand for Komatsu’s principal products, owing to changes in the economic conditions in Komatsu’s principal markets; changes in exchange rates or the impact of increased competition; unanticipated cost or delays encountered in achieving Komatsu’s objectives with respect to globalized product sourcing and new Information Technology tools; uncertainties as to the results of Komatsu’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.

Komatsu Group

(As of March 31, 2011)

Business Categories and Principal Products & Services

Construction, Mining and Utility Equipment

Excavating Equipment		Hydraulic excavators, mini excavators and backhoe loaders
Loading Equipment		Wheel loaders, mini wheel loaders and skid steer loaders
Grading and Roadbed Preparation Equipment		Bulldozers, motor graders and vibratory rollers
Hauling Equipment		Off-highway dump trucks, articulated dump trucks and crawler carriers
Forestry Equipment		Harvesters, forwarders and feller-bunchers
Tunneling Machines		Shield machines, tunnel-boring machines and small-diameter pipe jacking machines
Recycling Equipment		Mobile debris crushers, mobile soil recyclers and mobile tub grinders
Industrial Vehicles		Forklift trucks
Other Equipment		Railroad maintenance equipment
Engines and Components		Diesel engines, diesel generator sets and hydraulic equipment
Casting Products		Steel castings and iron castings
Logistics		Packing, warehousing and transport
Industrial Machinery and Others
Metal Forging and Stamping Presses		Large presses, servo presses, small and medium-sized presses and forging presses
Sheet-Metal Machines		Laser cutting machines, fine-plasma cutting machines, press brakes and shears
Machine Tools		Transfer machines, machining centers, crankshaft millers, grinding machines and wire saws
Defense Systems		Ammunition and armored personnel carriers
Temperature-control equipment		Thermoelectric modules and temperature-control equipment for semiconductor manufacturing
Others		Commercial-use prefabricated structures

Komatsu Group (Chart)

(As of March 31, 2011)

Management Policy

(1) Basic Management Policy

The cornerstone of Komatsu’s management is commitment to Quality and Reliability for maximization of its corporate value. This commitment is not limited to delivering safe and innovative products and services which incorporate the viewpoints of customers. Komatsu is continuing its efforts to enhance the Quality and Reliability of all organizations, businesses, employees and management of the entire Komatsu Group. It is the top management task of Komatsu to continue improving the Quality and Reliability of all these, year after year.

(2) Mid to Long-Range Management Plan and Issues Ahead

Komatsu’s production and procurement remain vulnerable to being affected by such conditions as the electric power supply, suppliers’ recovery of operations, aftershocks and the crippled nuclear plant in Fukushima Prefecture. We will continue our all-out efforts to stabilize production and procurement as we monitor the conditions very carefully.

Concerning the restoration of the regions devastated by the Great East Japan Earthquake, we created the Tohoku Operation Department in Sendai City, Miyagi Prefecture. The Department will ensure dynamic decision-making operations in the affected regions, provide for the smooth transportation of construction equipment, forklift trucks, temporary housing materials, and spare parts for equipment, and reinforce our service operations.

Looking at our global group-wide business environment, Strategic Markets are steadily expanding in the construction and mining equipment business. We are projecting that the economic growth of countries in Strategic Markets will play the role of driving the demand for equipment. In the industrial machinery and others business, we are also anticipating that demand will continue to grow, as the volume of automobile production is increasing, especially in Strategic Markets.

Komatsu draws its strengths especially from ICT applications, in-house development and production capabilities of key components, global sales and service networks, and flexible procurement and manufacturing operations. In the new mid-range management plan, “Global Teamwork for Tomorrow,” with the goals set for the fiscal year ending March 31, 2013, we are working to further refine our strengths by focusing our efforts on the following activities of importance and will steadfastly generate results. We will also continue our efforts to disseminate and anchor The KOMATSU Way, as all employees of Komatsu engage in Kaizen (improvement) activities in their own work. In addition, we will focus our efforts on our brand management activities designed to further enrich the relationship with our customers for mutual growth with them and foster the growth of employees who are needed for our global business expansion.

Numerical Targets of the “Global Teamwork for Tomorrow”

Items		Targets for Fiscal Year Ending March 31, 2013
Operating income ratio		15% or above
ROE: Return on equity		20%
Net debt-to-equity ratio		0.4 or below
Excluding debt of finance companies		0.2 or below
Consolidated payout ratio		20 - 40% (stably)

[Premises]

Items		Fiscal Year Ending March 31, 2013
Guideline on sales		JPY2,000 billion + JPY100 billion
Guidelines on exchange rate		USD1		EUR1		RMB1
		JPY90		JPY125		JPY13.5

Activities of Importance in the “Global Teamwork for Tomorrow”

1) Promotion of ICT Applications to Products and Parts

We have built on our record of ICT applications mainly in the domain of construction and mining equipment with the KOMTRAX for construction equipment, the AHS (Autonomous Haulage System) for dump trucks in large-scale mines and other systems. We will continue to apply leading-edge ICT to machine management, machine control, and construction site management in order to enhance our product competitiveness. We will also proactively promote ICT applications to our industrial machinery and forklift trucks. Furthermore, we are going to advance our utilization of a variety of information obtained from the KOMTRAX to improve customers’ productivity and our sales and production planning.

2) Further Advancement of Environmental Friendliness and Safety in Machine Performance

To help our customers reduce CO₂ emission volume from their equipment, we are going to advance our hybrid, HST (hydrostatic transmission) and motor-driven technologies for construction equipment and forklift trucks and our AC Servo technology for presses. With respect to hybrid hydraulic excavators, we are preparing for worldwide launchings of new HB205 and HB215LC models. By combining our in-house development and production of key components, such as engines, hydraulic equipment and control systems with leading-edge technologies, we are continuing our efforts to develop products to meet new emissions control regulations in Japan, North America and Europe and to ensure their smooth market introduction. In the domain of mining equipment, we have already introduced the AHS to mines in Chile and Australia, and we are going to further refine the performance and safety of the AHS. We are also going to generate steady results in the Biodiesel Fuel Project which we started in the previous fiscal year.

3) Expansion of Sales and Service Operations in Strategic Markets

In Strategic Markets and in the domain of mining equipment, which both have high growth potential, we are going to make a difference from competitors by not only supplying products which feature superior QCDS (quality, costs, delivery and safety) but also enhancing the operating rates of customers’ equipment through quick and responsive delivery of parts and service. To this end, we are going to upgrade our sales and service capabilities by developing and strengthening distributorships, expanding service support bases, reinforcing parts and Reman businesses and supporting customers through ICT applications. Also, in the domain of industrial machinery and forklift trucks, we are going to promote more synergy effects with the construction equipment business, and improve sales and service networks in response to an expanding weight on Strategic Markets centering on China.

4) Promotion of Continuous Kaizen (Improvement) by Strengthening Workplace Capability.

While the growth of emerging economies offers us a great chance to expand our business, we need to expect new competition with companies of emerging economies in addition to conventional competition. To win this global mega competition, it is important for us to continuously refine our capability to meet the changes and sharpen our cost competitiveness, as we promote our efforts for growth upheld in the mid-range management plan. To this end, it is absolutely necessary for us to have the power to demonstrate workplace capability and adaptability, i.e., the power to continue our Kaizen (improvement) activities. With this workplace capability and effective ICT utilization, we are going to further heighten our operational flexibility of global manufacturing operations, substantially reduce production costs, and maximize logistics. We are also continuing our efforts to reform and streamline our administrative work. Through these Kaizen (improvement) activities, we are going to further enhance our workplace capability and promote human resource development.

Based on the belief that “our corporate value is the total sum of trust given to us by society and all our stakeholders,” Komatsu are further strengthening our corporate governance to ensure sound and transparent management, while improving management efficiency. Being committed to promoting thorough compliance, we will also ensure that all employees share The KOMATSU Way. In addition to improving our business performance, we will facilitate both the development of corporate strength and the achievement of social responsibility in a well balanced manner.

Consolidated Financial Statements

(1) Condensed Consolidated Balance Sheets

Assets

Millions of yen

		As of March 31, 2011								As of March 31, 2010
						Ratio (%)								Ratio (%)
Current assets
Cash and cash equivalents		¥	84,224							¥	82,429
Time deposits			734								1,132
Trade notes and accounts receivable			532,757								447,693
Inventories			473,876								396,416
Deferred income taxes and other current assets			152,781								112,451
Total current assets			1,244,372				57.9				1,040,121				53.1
Long-term trade receivables			183,270				8.5				150,972				7.7
Investments
Investments in and advances to affiliated companies			25,115								24,002
Investment securities			60,855								60,467
Other			3,124								2,399
Total investments			89,094				4.1				86,868				4.4
Property, plant and equipment
— Less accumulated depreciation			508,387				23.7				525,100				26.8
Goodwill			29,321				1.4				29,570				1.5
Other intangible assets			53,971				2.5				61,729				3.2
Deferred income taxes and other assets			40,722				1.9				64,695				3.3
Total		¥	2,149,137				100.0			¥	1,959,055				100.0

Liabilities and Equity

Millions of yen

		As of March 31, 2011								As of March 31, 2010
						Ratio (%)								Ratio (%)
Current liabilities
Short-term debt		¥	130,308							¥	123,438
Current maturities of long-term debt			122,608								105,956
Trade notes, bills and accounts payable			308,975								207,024
Income taxes payable			38,829								22,004
Deferred income taxes and other current liabilities			199,268								183,324
Total current liabilities			799,988				37.2				641,746				32.7
Long-term liabilities
Long-term debt			291,152								356,985
Liability for pension and retirement benefits			48,027								46,354
Deferred income taxes and other liabilities			37,290								37,171
Total long-term liabilities			376,469				17.5				440,510				22.5
Total liabilities			1,176,457				54.7				1,082,256				55.2
Komatsu Ltd. shareholders’ equity
Common stock			67,870								67,870
Capital surplus			140,523								140,421
Retained earnings:
Appropriated for legal reserve			34,494								31,983
Unappropriated			847,153								724,090
Accumulated other comprehensive income (loss)			(131,059	)							(95,634	)
Treasury stock			(35,138	)							(34,755	)
Total Komatsu Ltd. shareholders’ equity			923,843				43.0				833,975				42.6
Noncontrolling interests			48,837				2.3				42,824				2.2
Total equity			972,680				45.3				876,799				44.8
Total		¥	2,149,137				100.0			¥	1,959,055				100.0

(2) Condensed Consolidated Statements of Income

(For the fiscal years ended March 31, 2011 and 2010)

Millions of yen

		2011				Ratio (%)				2010				Ratio (%)
Net sales		¥	1,843,127				100.0			¥	1,431,564				100.0
Cost of sales			1,343,464				72.9				1,101,559				76.9
Selling, general and administrative expenses			264,691				14.4				249,286				17.4
Impairment loss on long-lived assets			5,142				0.3				3,332				0.2
Other operating income (expenses)			(6,901	)			(0.4	)			(10,352	)			(0.7	)
Operating income			222,929				12.1				67,035				4.7
Other income (expenses)			(3,120	)							(2,056	)
Interest and dividend income			4,493				0.2				6,158				0.4
Interest expense			(6,475	)			(0.4	)			(8,502	)			(0.6	)
Other-net			(1,138	)			(0.1	)			288				0.0
Income before income taxes and equity in earnings of affiliated companies			219,809				11.9				64,979				4.5
Income taxes			64,706				3.5				25,364				1.8
Income before equity in earnings of affiliated companies			155,103				8.4				39,615				2.8
Equity in earnings of affiliated companies			2,724				0.1				1,588				0.1
Net income			157,827				8.6				41,203				2.9
Less net income attributable to noncontrolling interests			(7,075	)			(0.4	)			(7,644	)			(0.5	)
Net income attributable to Komatsu Ltd.		¥	150,752				8.2			¥	33,559				2.3

(3) Consolidated Statement of Equity

For the fiscal year ended March 31, 2011		Millions of yen

										Retained earnings								Accumulated								Total
										Appropriated								other								Komatsu Ltd.
		Common				Capital				for legal								comprehensive				Treasury				shareholders’				Noncontrolling
		stock				surplus				reserve				Unappropriated				income (loss)				stock				equity				interests				Total equity
Balance at March 31, 2010		¥	67,870			¥	140,421			¥	31,983			¥	724,090			¥	(95,634	)		¥	(34,755	)		¥	833,975			¥	42,824			¥	876,799
Cash dividends															(25,178	)											(25,178	)			(994	)			(26,172	)
Transfer to retained earnings appropriated for legal reserve											2,511				(2,511	)											—								—
Other changes							(51	)											7								(44	)			2,168				2,124
Comprehensive income (loss)
Net income															150,752												150,752				7,075				157,827
Other comprehensive income (loss), for the period, net of tax
Foreign currency translation adjustments																			(37,237	)							(37,237	)			(2,292	)			(39,529	)
Net unrealized holding gains (losses) on securities available for sale																			1,978								1,978				—				1,978
Pension liability adjustments																			(91	)							(91	)			—				(91	)
Net unrealized holding gains (losses) on derivative instruments																			(82	)							(82	)			56				(26	)
Comprehensive income (loss)																											115,320				4,839				120,159
Issuance and exercise of stock acquisition rights							109																				109								109
Purchase of treasury stock																							(583	)			(583	)							(583	)
Sales of treasury stock							44																200				244								244
Balance at March 31, 2011		¥	67,870			¥	140,523			¥	34,494			¥	847,153			¥	(131,059	)		¥	(35,138	)		¥	923,843			¥	48,837			¥	972,680

For the fiscal year ended March 31, 2010		Millions of yen

										Retained earnings								Accumulated								Total
										Appropriated								other								Komatsu Ltd.
		Common				Capital				for legal								comprehensive				Treasury				shareholders’				Noncontrolling
		stock				surplus				reserve				Unappropriated				income (loss)				stock				equity				interests				Total equity
Balance at March 31, 2009		¥	67,870			¥	140,092			¥	28,472			¥	719,222			¥	(105,744	)		¥	(34,971	)		¥	814,941			¥	33,393			¥	848,334
Cash dividends															(25,180	)											(25,180	)			(3,368	)			(28,548	)
Transfer to retained earnings appropriated for legal reserve											3,511				(3,511	)											—								—
Other changes																											—				2,531				2,531
Comprehensive income (loss)
Net income															33,559												33,559				7,644				41,203
Other comprehensive income (loss), for the period, net of tax
Foreign currency translation adjustments																			(904	)							(904	)			1,897				993
Net unrealized holding gains (losses) on securities available for sale																			5,480								5,480				—				5,480
Pension liability adjustments																			4,920								4,920				2				4,922
Net unrealized holding gains (losses) on derivative instruments																			614								614				725				1,339
Comprehensive income (loss)																											43,669				10,268				53,937
Issuance and exercise of stock acquisition rights							413																				413								413
Purchase of treasury stock																							(40	)			(40	)							(40	)
Sales of treasury stock							(84	)															256				172								172
Balance at March 31, 2010		¥	67,870			¥	140,421			¥	31,983			¥	724,090			¥	(95,634	)		¥	(34,755	)		¥	833,975			¥	42,824			¥	876,799

(4) Consolidated Statements of Cash Flows

(For the fiscal years ended March 31, 2011 and 2010)

Millions of yen

		2011				2010
Operating activities
Net income		¥	157,827			¥	41,203
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization			89,467				91,319
Deferred income taxes			6,783				(7,358	)
Net loss (gain) from sale of investment securities and subsidiaries			54				(679	)
Net loss (gain) on sale of property			(2,807	)			(373	)
Loss on disposal of fixed assets			1,928				2,244
Impairment loss on long-lived assets			5,142				3,332
Pension and retirement benefits, net			(3,795	)			(55	)
Changes in assets and liabilities:
Decrease (increase) in trade receivables			(147,477	)			(71,459	)
Decrease (increase) in inventories			(97,790	)			117,707
Increase (decrease) in trade payables			101,595				(8,354	)
Increase (decrease) in income taxes payable			17,876				11,311
Other, net			21,599				3,323
Net cash provided by (used in) operating activities			150,402				182,161
Investing activities
Capital expenditures			(100,820	)			(92,401	)
Proceeds from sales of property			9,605				11,212
Proceeds from sales of available for sale investment securities			2,132				1,005
Purchases of available for sale investment securities			(1,379	)			(4,826	)
Proceeds from sale of subsidiaries and equity investees, net of cash disposed			—				661
Acquisition of subsidiaries and equity investees, net of cash acquired			976				1,107
Collection of loan receivables			1,926				11,559
Disbursement of loan receivables			(1,236	)			(667	)
Decrease (increase) in time deposits			287				(617	)
Net cash provided by (used in) investing activities			(88,509	)			(72,967	)
Financing activities
Proceeds from long-term debt			72,681				155,641
Repayments on long-term debt			(89,941	)			(73,052	)
Increase (decrease) in short-term debt, net			11,592				(139,067	)
Repayments of capital lease obligations			(28,637	)			(31,240	)
Sale (purchase) of treasury stock, net			175				132
Dividends paid			(25,178	)			(25,180	)
Other, net			2,943				(3,597	)
Net cash provided by (used in) financing activities			(56,365	)			(116,363	)
Effect of exchange rate change on cash and cash equivalents			(3,733	)			(965	)
Net increase (decrease) in cash and cash equivalents			1,795				(8,134	)
Cash and cash equivalents, beginning of year			82,429				90,563
Cash and cash equivalents, end of year		¥	84,224			¥	82,429

(5) Note to the Going Concern Assumption

None

(6) Basis of Consolidated Financial Statements

1)

The number of consolidated subsidiaries and affiliated companies accounted for by the equity method

Number of consolidated subsidiaries:		144 companies
Number of companies accounted for by the equity method:		39 companies

2)

Changes resulting from revisions in accounting standards, etc.

None

(7) Notes to Consolidated Financial Statements

1) Business Segment Information

< Information by Operating Segment>

(For the fiscal year ended March 31, 2011)		Millions of yen

		Construction,
		Mining and				Industrial
		Utility				Machinery								Corporate &
		Equipment				and Others				Subtotal				elimination				Total
Net sales:
Customers			1,615,689				227,438				1,843,127				—				1,843,127
Intersegment			2,392				10,916				13,308				(13,308	)			—
Total			1,618,081				238,354				1,856,435				(13,308	)			1,843,127
Segment profit			220,830				20,965				241,795				(6,823	)			234,972
Assets			1,859,004				270,736				2,129,740				19,397				2,149,137
Depreciation and Amortization			80,780				7,662				88,442				—				88,442
Capital investment			92,049				5,689				97,738				—				97,738