KMTUF Komatsu Ltd (PK)

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.

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Note: Comprehensive income (loss) for the first quarter period ended June 30, 2013 and 2012

2013:         70,834 millions of yen

2012:        (6,979) millions of yen

(2) Consolidated Financial Position

2. Dividends

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

Note: Changes in the projected cash dividend as of July 29, 2013: None

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

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

4. Others

Note: See (4) Others on page 8 for more details.

As of June 30, 2013: 983,130,260 shares

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

As of June 30, 2013: 29,983,275 shares

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

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

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

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Management Performance and Financial Conditions

(1) Outline of Operations and Business Results

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

For the first quarter (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).

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Business results by operation are described below.

Construction, Mining and Utility Equipment

With respect to construction equipment, demand continued to increase in Japan and upturned for recovery in China. However, global demand remained almost flat from the corresponding period a year ago, reflecting a drop in demand in some regions of the world. Concerning mining equipment, as commodity prices remained sluggish, the recovery of demand in Indonesia still lacked momentum and demand downturned in Latin America and some other regions, where it had been strong up through FY2012. As a result, the volume of sales declined from the corresponding period a year ago. Compared to the corresponding period a year ago, the Japanese yen depreciated against the U.S. dollar, euro, renminbi and some other currencies; however, first-quarter sales of construction, mining and utility equipment decreased by 3.1% to JPY416.6 billion (USD4,208 million). Segment profit dropped by 2.9% to JPY52.6 billion (USD531 million) for the first quarter under review.

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.

During 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. Komatsu also promoted activities to 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 Awazu Plant in Ishikawa Prefecture.

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Komatsu’s operations by region are described below.

Japan

Demand for construction equipment increased, supported by an increase in public investment resulting from fiscal measures and partly by demand in the regions destroyed by the Great East Japan Earthquake through full-scale civil engineering works which began with the construction and relocation of residences for community redevelopment. Reflecting strong growth in demand in rental companies particularly, first-quarter sales advanced from the corresponding period a year ago.

Concerning new products that are compliant to new emission standards which have become in effect steadily, Komatsu has introduced 30 models since July 2012 and worked to expand their sales by aggressively promoting the KOMATSU CARE.

Americas

In North America, 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.

In Latin America, while demand for construction equipment advanced, especially in Brazil, the largest market of the region, that for mining equipment for use in copper mines in Chile and Peru began to slow down from strong growth recorded in FY2012. First-quarter sales decreased from the corresponding period a year ago, as adversely affected by reduced sales of equipment, while sales of parts increased, as Komatsu strengthened the aftermarket businesses. In Brazil, Komatsu reinforced Komatsu Group-integrated sales and service operations by combining the distributor function for mining equipment with Komatsu Brasil International Ltda. in April this year.

Europe & CIS

Demand remained slack in the major markets of Germany, France and the 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 the medium-sized Machine Guidance hydraulic excavator in the third quarter of the current fiscal year.

In 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.

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China

Although there were still no clear signs for new infrastructure development start-ups under China’s new government, demand upturned for recovery, centering on small and medium-sized construction equipment. Komatsu registered steady sales of small and medium-sized units, including new 20-ton class hydraulic excavators, designed particularly for fuel economy, which were launched in February this year. First-quarter sales increased from the corresponding period a year ago, reflecting the Japanese yen’s depreciation as well. Komatsu also focused efforts to control inventories at an appropriate level to prepare for the next level of recovery of demand by maximizing the use of the KOMTRAX to quickly learn about retail market conditions.

Asia & Oceania

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 & Toubro Limited, the joint-venture partner, in April this year. Komatsu India Pvt. Ltd. is going to consolidate production in India.

In Oceania, demand for mining equipment for use in iron ore mines was sluggish against the backdrop of the lowered commodity 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.

Middle East & Africa

In the Middle 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 government credit-easing 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.

In Africa, while demand was slack for equipment for use in gold mines in South Africa, 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.

Industrial Machinery and Others

While demand in the automobile manufacturing industry began to show signs of recovery, centering on machine tools, sales of large presses and other forging machinery dropped. As a result, first-quarter sales of the industrial machinery and others business declined by 6.3% from the corresponding period a year ago, to JPY40.3 billion (USD408 million). Segment profit fell by 65.4% to JPY0.8 billion (USD8 million).

In the laser-cutting machine business, Komatsu Industries Corporation combined the development, sales and service operations of Komatsu NTC Ltd. to optimize business resources of the two in April this year. In May, Komatsu Industries Corporation launched the new KFL Series fiber laser-cutting machine equipped with its original oscillator.

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(2) Financial Conditions

As of June 30, 2013, total assets increased by JPY42.0 billion from the previous fiscal year-end, to JPY2,559.9 billion (USD25,858 million), mainly due to the Japanese yen’s depreciation against U.S. dollar, euro and renminbi from the previous fiscal year-end. Interest-bearing debt increased by JPY13.7 billion from the previous fiscal year-end, to JPY693.5 billion (USD7,005 million). Komatsu Ltd. shareholders’ equity increased by JPY46.3 billion from the previous fiscal year-end, to JPY1,239.5 billion (USD12,521 million). As a result, Komatsu Ltd. shareholders’ equity ratio increased by 1.0 percentage point from the previous fiscal year-end, to 48.4%. Net debt-to-equity ratio* was 0.48, compared to 0.49 as of the previous fiscal year-end.

For the first quarter period under review, net cash provided by operating activities totaled JPY55.8 billion (USD564 million), an increase of JPY15.8 billion from JPY40.0 billion for the corresponding period a year ago, mainly due to the collection of notes and accounts receivable. Net cash used in investing activities amounted to JPY38.6 billion (USD390 million), mainly due to the purchase of fixed assets, an increase of JPY10.2 billion from the 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.

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

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

Komatsu makes no change in the projection of April 25, 2013, concerning consolidated business results for the fiscal year ending March 31, 2014.

(4) Others

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

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

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

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

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

As a result of the change in depreciation method, depreciation expense for the three months ended June 30, 2013 decreased by approximately JPY3.0 billion. Net Income attributable to Komatsu Ltd. for the three months ended June 30, 2013 increased by 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.

Cautionary Statement

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

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

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

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(3) Consolidated Statements of Cash Flows