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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Komatsu Ltd.

Corporate Communications Dept.

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

Date: October 28, 2013

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

Consolidated Business Results for Six Months of the Fiscal Year Ending

March 31, 2014 (U.S. GAAP)

1. Results for Six Months Ended September 30, 2013

(Amounts are rounded to the nearest million yen)

(1) Consolidated Financial Highlights

2013:         111,632 millions of yen, up 375.4% from 2012

2012:         23,483 millions of yen, down 33.5% from 2011

(2) Consolidated Financial Position

2. Dividends

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

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

Notes: 1) Changes in the projected consolidated business results as of October 28, 2013: Applicable

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

4. Others

Note: See (4) Others on page 10 for more details.

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

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

As of September 30, 2013: 29,941,260 shares

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

Six months period ended September 30, 2013: 953,073,969 shares

Six months period ended September 30, 2012: 952,319,152 shares

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[Reference]

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

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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 six-month period (April 1 – September 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 with regional variances. Meanwhile, demand for mining equipment continued slack, as commodity prices still stayed behind recovery. As a result, sales of the construction, mining and utility equipment business declined from the corresponding period a year ago. With respect to the industrial machinery and others business, sales volume of machine tools as well as sheet-metal and press machines increased, centering on the automobile manufacturing industry. Consolidated net sales for the first six-month period decreased by 0.6% from the corresponding period a year ago, to JPY 925.1 billion (USD 9,440 million, at USD1=JPY98). Concerning profits, while Komatsu continued to make efforts to improve selling prices and production costs in addition to further depreciation of the Japanese yen as an external factor, it faced a sharp drop in sales volume of mining equipment, especially in Indonesia. Operating income declined by 2.1% to JPY108.9 billion (USD 1,112 million), and operating income ratio was 11.8%, down 0.2 percentage points from the corresponding period a year ago. Income before income taxes and equity in earnings of affiliated companies increased by 6.7% to JPY 112.4 billion (USD 1,148 million), and net income attributable to Komatsu Ltd. advanced by 19.2% to JPY 78.8 billion (USD 804 million) for the six-month period under review.

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Business results by operation are described below.

Construction, Mining and Utility Equipment

With respect to construction equipment, demand increased in Japan and upturned for recovery in China, while it declined in some other regions in the first six-month period under review. As a result, overall demand remained almost flat from the corresponding period a year ago. With respect to mining equipment, against the backdrop of prolonging sluggish prices of commodities, demand remained slack especially in Indonesia and Komatsu’s sales volume declined. Sales of parts advanced, reflecting an increase in the machine population of Komatsu construction and mining equipment, and the Japanese yen depreciated against the U.S. dollar, euro, renminbi and some other currencies compared to the corresponding period a year ago; however, first six-month sales of construction, mining and utility equipment declined by 1.1% from the corresponding period a year ago, to JPY 830.0 billion (USD 8,470 million), as impacted by a drop in sales volume of mining equipment. Segment profit decreased by 3.5% to JPY 105.7 billion (USD 1,080 million) for the six-month period under review.

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

During the six-month period under review, Komatsu completed the construction of a new manufacturing engineering development center in the Osaka Plant in order to strengthen its research and development operations of manufacturing engineering, a key technology to reform production and improve product performance. Komatsu also promoted activities to cut down electric power consumption to half at all plants in Japan, including the construction of new factories which are equipped with cutting-edge energy-saving facilities and are 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

During the six-month period under review, demand for construction equipment increased, supported 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 development in addition to an increase in public investment resulting from fiscal measures. Demand advanced especially in rental companies. As a result, sales increased from the corresponding period a year ago.

In September, Komatsu began the market introduction of the D61PXi medium-sized Machine Control dozer, starting with Komatsu Rental Ltd. and Komatsu-affiliated rental companies, which are very familiar with GNSS (Global Navigation Satellite System) technologies, such as GPS (Global Positioning System) and GLONASS, and management know-how of ICT devices. With respect to new products that are compliant with new emissions standards, which have become effective steadily, Komatsu launched over 30 models last year and has worked to expand their sales. In October, Komatsu began sales of HB205-2, the new emission standard-compliant model of the hybrid hydraulic excavator.

Americas

In North America, while demand increased in the housing and energy development sectors, that in the rental sector declined from the corresponding period a year ago. As a result, overall demand lacked a growth momentum in the first six-month period under review. Sales increased from the corresponding period a year ago, supported by the Japanese yen’s depreciation. In June, Komatsu launched D61EXi/PXi medium-sized Machine Control dozers first in North America and has steadily increased their sales.

In Latin America, while demand for construction equipment advanced in Brazil, the largest market of the region, demand for mining equipment for use in copper mines in Chile and Peru downturned due to a fall of the international price of copper, where demand had remained steady in the previous fiscal year. As a result, sales declined from the corresponding period a year ago.

Europe & CIS

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

In CIS, sales declined from the corresponding period a year ago, as impacted by demand downturned for mining equipment in gold mines. Based on the mid- to long-range perspective and following the agreements with Pacific National University last year, Komatsu donated hands-on training materials for a special course and opened the course taught by Komatsu engineers at Far Eastern Federal University. In collaboration with the University, the course is designed to develop human resources for construction, mining and road construction equipment.

China

Demand, which had been sluggish since FY2011, upturned in April this year. Sales of Komatsu’s flagship 20-ton class hydraulic excavators, which were launched in the previous fiscal year, advanced steadily, as did smaller models. Sales for 30-ton class hydraulic excavators also recovered in June this year. As a result, sales improved from the corresponding period a year ago. By maximizing the use of KOMTRAX, Komatsu worked to assess market conditions as quickly as possible and manage its inventories at an appropriate level.

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Asia & Oceania

In Indonesia, the largest market of Southeast Asia, demand for mining and construction equipment dropped, as mainly affected by a plunge in the international price of thermal coals and continuing depreciation of the Indonesian rupiah. As a result, sales in Asia dropped from the corresponding period a year ago.

In Oceania, as both demand for mining equipment in iron ore mines and that for construction equipment remained sluggish, sales declined from the corresponding period a year ago. With respect to 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 Turkey, a major market of the Middle East, while political instability continued to prevail in some aspects, demand for construction equipment remained steady, supported by an increase in public investment driven by the government. Sales increased in the Middle East from the corresponding period a year ago, partly reflecting the market conditions in Turkey.

In Africa, demand advanced in coal mines in South Africa and in copper mines in Zambia. As a result, sales increased from the corresponding period a year ago. Komatsu advanced its program with mining customers to improve their jobsite productivity by analyzing KOMTRAX information as part of brand management activities.

Industrial Machinery and Others

While demand for wire saws continued to stay sluggish, the sales volume of machine tools, as well as sheet-metal and press machines, advanced centering on the automobile manufacturing industry. As a result, sales of the industrial machinery and others business increased by 2.5% from the corresponding period a year ago, to JPY 99.5 billion (USD 1,016 million). Segment profit also improved by 45.7% to JPY 4.8 billion (USD 49 million) for the first six-month period under review.

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

(2) Financial Conditions

As of September 30, 2013, total assets increased by JPY28.8 billion from the previous fiscal year-end, to JPY2,546.6 billion (USD 25,987 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 declined by JPY58.8 billion from the previous fiscal year-end, to JPY620.8 billion (USD 6,336 million). Komatsu Ltd. shareholders’ equity increased by JPY85.2 billion from the previous fiscal year-end, to JPY1,278.4 billion (USD 13,045 million). As a result, Komatsu Ltd. shareholders’ equity ratio increased by 2.8 percentage points from the previous fiscal year-end, to 50.2%. Net debt-to-equity ratio* was 0.41, compared to 0.49 as of the previous fiscal year-end.

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For the first six-month period under review, net cash provided by operating activities totaled JPY163.6 billion (USD 1,670 million), an increase of JPY67.3 billion from the corresponding period a year ago, mainly due to the collection of notes and accounts receivable, coupled with increased net income. Net cash used in investing activities amounted to JPY76.1 billion (USD 777 million), an increase of JPY12.8 billion from the corresponding period a year ago mainly due to the purchase of fixed assets. Net cash used in financing activities totaled JPY91.9 billion (USD 939 million), mainly due to the repayment of debt, as compared to JPY31.9 billion used for the corresponding period a year ago. After adding the effects of foreign exchange fluctuations, cash and cash equivalents, as of September 30, 2013, totaled JPY91.6 billion (USD 935 million), a decrease of JPY1.9 billion from the previous fiscal year-end.

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

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

With respect to the construction, mining and utility equipment business, Komatsu is projecting that sales volume will outperform the amount, which Komatsu anticipated at the beginning of the current fiscal year, in Japan where demand has remained steady, and in China where demand has upturned for recovery. Meanwhile, demand for equipment for use in mines has lingered at a level significantly lower than Komatsu’s estimation made at the start of the fiscal year, mainly in Latin America, Oceania and Asia centering on Indonesia. In this light, Komatsu is assuming that sales of this business will fall short of its projection of April 25, 2013. Concerning profits, while facing a decline in sales volume in the construction, mining and utility equipment business, Komatsu is also assuming some factors of loss, including a future risk on the inventory of wire saws, whose demand has stayed slack in the industrial machinery and others business. Accordingly, Komatsu is estimating that profits will also fall short of its initial projection. Based on these conditions, Komatsu has revised its projections of consolidated sales and profits for the fiscal year, ending March 31, 2014.

As preconditions for its current projection, Komatsu is assuming the foreign exchange rates as follows: USD1=JPY96.5, EUR1=JPY125.6 and RMB1=JPY15.6. (Preconditions for its initial projection: USD1=JPY95, EUR1=JPY123 and RMB1=JPY15.3)

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Projection of the Company for the Fiscal Year Ending March 31, 2014

Similarly, the Company is also projecting that non-consolidated volume of sales of mining equipment will decline in the construction, mining and utility equipment business. In this light, the Company has revised its projection of April 25, 2013 for non-consolidated net sales and profits for the fiscal year, ending March 31, 2014(April 1, 2013 – 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.

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.

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

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

As a result of the change in depreciation method, depreciation expense for the six months ended September 30, 2013 decreased by approximately JPY5.3 billion. Net Income attributable to Komatsu Ltd. for the six months ended September 30, 2013 increased by approximately JPY3.3 billion. Both Basic and Diluted net income attributable to Komatsu Ltd. per common share for the six months ended September 30, 2013 increased by JPY3.50.

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

Six months ended September 30, 2013 and 2012

Consolidated Statements of Income

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Three months ended September 30, 2013 and 2012

Consolidated Statements of Income