UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 6-K

COMMISSION FILE NUMBER: 1-7239

KOMATSU LTD.

Translation of registrant’s name into English

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

 

 

INFORMATION TO BE INCLUDED IN REPORT

1.				Notice of Convocation of the 142nd Ordinary General Meeting of Shareholders.

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: June 1, 2011		By:		/s/ Mikio Fujitsuka   Mikio Fujitsuka
				Senior Executive Officer

(Translation)

Notes: 1.

This document has been translated from the Japanese original for the convenience of non-Japanese shareholders. In the event of any discrepancy between this document and the Japanese original, the original shall prevail.

2.

Regarding nonresident shareholders, if you wish to exercise your voting rights, please instruct your custodians, nominees or brokers accordingly in advance of the date of the Ordinary General Meeting of Shareholders.

NOTICE OF CONVOCATION OF THE
ONE HUNDRED AND FORTY-SECOND (142ND)
ORDINARY GENERAL MEETING OF SHAREHOLDERS
OF KOMATSU LTD.

		Securities Code: 6301 May 31, 2011

Dear Shareholders:

We would like to express our heartfelt sympathy to every shareholder who has been affected by the Great East Japan Earthquake in March 2011.

Please be advised that the 142nd Ordinary General Meeting of Shareholders of Komatsu Ltd. (hereinafter “the Company”) will be held in accordance with the particulars indicated in the attachment hereto. Your attendance at the meeting is cordially requested.

If you are unable to attend the above Meeting in person, it would be very appreciated if you could “Exercise voting rights by conventional postal delivery” or “Exercise voting rights via the Internet.” Please check the “Reference Materials for the General Meeting of Shareholders” (pages 44 to 53) and exercise your voting rights by 5:45 p.m. on Tuesday, June 21, 2011 (Japan Time).

(Exercising voting rights by conventional postal delivery)

Please indicate “for” or “against” for each agenda item shown on the enclosed Card for Exercising Voting Rights, and return it via the conventional postal delivery system. The mail must be delivered to the Company by the above time for exercising voting rights.

(Exercising voting rights via the Internet)

Please carefully access the website (http://www.evote.jp/) designated by the Company, follow the directions on the screen, and indicate “for” or “against” for each agenda item. Voting must be performed by the above time for exercising voting rights.

Institutional investors can utilize the electronic platform for exercising voting rights, which is operated by ICJ, Inc.

		Sincerely,
		Kunio Noji
		President and Representative Director
		Komatsu Ltd.
		3-6, Akasaka 2-chome, Minato-ku, Tokyo

Details

1. Date and Time:		Wednesday, June 22, 2011 at 10:00 a.m. (Japan Time)
2. Place:		West Hall 1, West Exhibition Hall, Tokyo Big Sight 11-1, Ariake 3-chome, Koto-ku, Tokyo
3. Purpose:

Items to Be Reported

(1)

The Business Report and the Consolidated Statutory Report for the 142nd fiscal year (April 1, 2010 — March 31, 2011), as well as the Accounting Auditors’ Report and Board of Corporate Auditors’ Report on the Result of the Audited Consolidated Statutory Report.

(2)

The Non-Consolidated Statutory Report for the 142nd fiscal year (April 1, 2010 — March 31, 2011).

Items to Be Resolved

Item 1:

Appropriation of Surplus

Item 2:

Election of Ten (10) Directors

	Item 3:		Election of One (1) Corporate Auditor
	Item 4:		Payment of Bonuses for Directors
	Item 5:		Giving the Board of Directors the Authority to Issue Stock Acquisition Rights as Stock-Based Remuneration to Employees of the Company and Directors of Major Subsidiaries of the Company

4. Matters Related to the Exercise of Voting Rights

	(1)		Handling of duplicated voting
			If you exercise your voting rights twice, both by mail and via the Internet, the voting via the Internet shall prevail regardless of the arrival date of the mailed vote. In the case of multiple voting via the Internet, the last voting shall prevail.
	(2)		Diverse exercise of voting rights
			If you diversely exercise your voting rights, you are required to notify the Company the details and the reasons for this in writing.

Notes:

1)

Notes to Consolidated Statutory Report

2)

Notes to Non-Consolidated Statutory Report

(1)

Efforts towards greater application of ICT (Information and Communication Technology)

•

Autonomous haulage system for super-large dump trucks

•

KOMTRAX (Komatsu Machine Tracking System: a machine tracking system which combines GPS and communication functions)

•

ICT construction and more

(2)

Efforts for Environmental Issues

•

Hybrid hydraulic excavators and their components

•

Engine conforming new emission regulations

•

Wire saws: an equipment for solar cell manufacturing and more

(3)

Activities to contribute to Society

•

Anti-personnel landmine removal projects and more

Table of Contents

NOTICE OF CONVOCATION OF THE ONE HUNDRED AND FORTY-SECOND (142ND) ORDINARY GENERAL MEETING OF SHAREHOLDERS OF KOMATSU LTD			1
[Attached Documents]
Business Report
1. Current Conditions of Komatsu			5
2. Shares of the Company			18
3. Matters Regarding Stock Acquisition Rights of the Company etc.			19
4. Directors and Corporate Auditors of the Company			22
5. Status of Accounting Auditors			27
6. Systems for Ensuring the Properness of Operations			28
Consolidated Statutory Report
Consolidated Balance Sheet			31
Consolidated Statement of Income			33
Consolidated Statement of Equity			34
Non-Consolidated Statutory Report
Non-Consolidated Balance Sheet			35
Non-Consolidated Statement of Income			37
Non-Consolidated Statement of Changes in Net Assets			38
Auditors’ Report
Independent Auditors’ Report of the Consolidated Statutory Report			40
Independent Auditors’ Report of the Non-Consolidated Statutory Report			41
Board of Corporate Auditors’ Report			42
[Reference Materials for the General Meeting of Shareholders]
Proposed Resolution and Reference Information			44

Information in English has been posted on our English website (http://www.komatsu.com).

Attached Documents

Business Report
(April 1, 2010 – March 31, 2011)

1. Current Conditions of Komatsu

(1) Effects of the Great East Japan Earthquake on Komatsu Group’s Business Operations and Responses

During the fiscal year ended March 31, 2011, the Great East Japan Earthquake and the subsequent tsunami that occurred on March 11, 2011 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 located in the Tohoku and northern Kanto regions were damaged but we quickly worked to repair them. As for our suppliers, many employees from the Group’s Production and Procurement Divisions went to the suppliers’ facilities and worked together with their employees on quick repair of their facilities. As a result of these efforts, all the 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 the full-scale operations of those bases, 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 at 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 JPY 800 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 service to ensure trouble-free use of equipment, while continuing to work to normalize our operations.

(2) Outline of Operations and Business Results

Komatsu Ltd. and its subsidiaries (hereinafter “Komatsu”) embarked on the “Global Teamwork for Tomorrow” mid-range management plan for three years starting in the fiscal year under review, which emphasizes (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 fiscal year under review, the first year of the ongoing mid-range management 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 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, as a result of successfully responding to growth in demand in each market, Komatsu recorded consolidated net sales of JPY 1,843.1 billion (USD 22,206 million, at USD 1=JPY 83, hereinafter based on the same rate), up 28.7% from the previous fiscal year. With respect to profits, 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 JPY 222.9 billion (USD 2,686 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 JPY 219.8 billion (USD 2,648 million). Net income attributable to Komatsu Ltd. totaled JPY 150.7 billion (USD 1,816 million), recording an improvement of 349.2%.

Consolidated Results for the Fiscal Year Under Review

		142nd Fiscal Year		Changes From
		(April 2010 — March 2011)		141st Fiscal Year
Net sales		JPY 1,843.1 billion			28.7	%
Operating income		JPY 222.9 billion			232.6	%
Income before income taxes and equity in earnings of affiliated companies		JPY 219.8 billion			238.3	%
Net income attributable to Komatsu Ltd.		JPY 150.7 billion			349.2	%

Note:

The Consolidated Statutory Report of the Company is prepared in accordance with Article 3, paragraph 1 of the Supplementary Provisions of the Corporate Accounting Regulations (Ordinance of the Ministry of Justice No. 46 of 2009) and the method of preparation conforms to the accounting principles generally accepted in the United States (hereinafter “U.S. GAAP”) in terms of terminology and format.

Business results by operations are described below.

Consolidated Sales by Operation

				Changes From
Segment		142nd Fiscal Year		141st Fiscal Year
Construction, Mining and Utility Equipment		JPY 1,615.6 billion			27.4	%
Industrial Machinery and Others		JPY 227.4 billion			39.5	%
Total		JPY 1,843.1 billion			28.7	%

1) Construction, Mining and Utility Equipment

Komatsu expanded consolidated net sales of construction, mining and utility equipment by 27.4% to JPY 1,615.6 billion (USD 19,466 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 sales and product support capabilities 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 emission volume, Komatsu tooled up the production of new HB205 and HB215LC models of hybrid hydraulic excavators, 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 with Komatsu Utility Co., Ltd. by absorption-type merger in order to speed up the pace of strengthening its business in growing overseas markets, further improve their product competitiveness and product development efficiency, and reinforce human resource development.

<Japan>

While public investment 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 Group’s business operations and responses, see on page 5.

<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 market of Latin American. 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 improved 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, sales improved from the previous fiscal year and 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 of distributors 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 capabilities, 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.

2) Industrial Machinery and Others

In the industrial machinery and others business, Komatsu boosted sales of wire saws for use in slicing silicon ingots, a material for solar cells, 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 JPY 227.4 billion (USD 2,740 million). Orders received for large presses and other machinery upturned for growth, as capital investment in automobile manufacturing industry headed for recovery 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 merge with Komatsu Engineering Corp. by absorption-type merger. 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-type merger with 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.

(3) Capital Investment

Capital investment increased by JPY 1.5 billion from the previous fiscal year, to JPY 97.7 billion (USD 1,178 million).

1) Breakdown by Segment

Segment		Invested Amounts
Construction, Mining and Utility Equipment		JPY 92.0 billion (USD 1,109 million)
Industrial Machinery and Others		JPY 5.6 billion (USD 69 million)
Total		JPY 97.7 billion (USD 1,178 million)

2) Main Facilities Completed in the Fiscal Year Under Review

Segment		Main Facilities
Construction, Mining and Utility Equipment		Komatsu Manufacturing Rus, LLC: building a new plant
		• Products: Medium-sized hydraulic excavators
		• Location: Yaroslavl, Russia
		Komatsu Castex Ltd.: Expanding manufacturing facilities for key components (iron castings)
		• Products: Cylinder blocks, etc.
		• Location: Himi City, Toyama, Japan

3) New Constructions, Expansions and Overhauls of Main Facilities in Progress in the Fiscal Year Under Review

Segment		Main Facilities
Construction, Mining and Utility Equipment		Komatsu (Changzhou) Construction Machinery Corp.: relocating (expanding) the plant • Products: Hydraulic excavators, wheel loaders, dump trucks, etc. • Location: Changzhou, Jiangsu, China

(4) Financing

While there was an increase in capital demand from our retail finance business and others during the fiscal year under review, there was a large improvement in income which allowed us to accelerate repayments of loans from financial institutions, including those under Euro Medium Term Notes and the like. As a result, the balance of interest-bearing debt at the fiscal year-end decreased by JPY 42.3 billion from the previous fiscal year-end to JPY 544.0 billion. The net debt-to-equity ratio* improved 0.10 point to 0.50.

(5) Tasks Ahead

Komatsu’s production and procurement of parts 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 reconstruction of the regions devastated by the Great East Japan Earthquake, we created the Tohoku Operation Department in Sendai City, Miyagi Prefecture in April 2011 to promptly and continuously provide assistance. The Department will ensure dynamic decision-making operations in the affected regions, provide for the smooth transportation of construction equipment, forklift trucks, temporary housing, 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, mining and utility 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.

Activities of Importance in the “Global Teamwork for Tomorrow”

	(i)		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.
	(ii)		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 applied to presses for industrial machinery. 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 emission 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 in Indonesia which we started in the previous fiscal year.
	(iii)		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 distributors, 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.
	(iv)		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 advance 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 optimize logistics. We are also continuing to make 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 is further strengthening its 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.

(6) Financial Position and Profit/Loss Trends

(JPY billion)

		139th				140th				141st				142nd
		Fiscal Year				Fiscal Year				Fiscal Year				Fiscal Year
		(April 2007 –				(April 2008 –				(April 2009 –				(April 2010 –
		March 2008)				March 2009)				March 2010)				March 2011)
Net sales			2,243.0				2,021.7				1,431.5				1,843.1
Operating income			332.8				151.9				67.0				222.9
Income before income taxes and equity in earnings of affiliated companies			322.2				128.7				64.9				219.8
Net income attributable to Komatsu Ltd.			208.7				78.7				33.5				150.7
Net income attributable to Komatsu Ltd. per share (JPY)			209.87				79.95				34.67				155.77
ROE
(Net income attributable to Komatsu Ltd. on Komatsu Ltd. shareholders’ equity)			25.1	%			9.3	%			4.1	%			17.2	%
ROA
(Income before income taxes and equity in earnings of affiliated companies on Total assets)			16.3	%			6.3	%			3.3	%			10.7	%
Total assets			2,105.1				1,969.0				1,959.0				2,149.1
Komatsu Ltd. shareholders’ equity			887.1				814.9				833.9				923.8

Notes:

(7)

Acquisition or Disposal of Other Companies’ Shares, Other Equity Stakes or Stock Acquisition Rights

Name		Timing of Transfer		Details
Ferrotec Corporation		October and December 2010		Transferred 1,820 thousand shares of common stock

(8) Status of Principal Subsidiaries

1) Principal Subsidiaries (As of March 31, 2011)

Location of

Equity

Offices and

Ratio

Name

Plants

Capital

(%)

Main Businesses

Komatsu Utility Co., Ltd.

Head Office /Plant (Oyama City, Tochigi)

JPY 13,033 mil

100.0

Manufacture and sale of construction equipment and industrial vehicles

Komatsu Castex Ltd.

Head Office /Plant (Himi City, Toyama)

JPY 6,979 mil

100.0

Manufacture and sale of casting products

Komatsu Construction Equipment Sales and Service Japan Ltd.

Head Office (Sagamihara City, Kanagawa)

JPY 950 mil

100.0

Sale and servicing of construction equipment

Komatsu Used Equipment Corp.

Head Office (Yokohama City, Kanagawa)

JPY 290 mil

*100.0

Sale of used construction equipment

Komatsu Rental Ltd.

Head Office (Yokohama City, Kanagawa)

JPY 1,034 mil

79.0

Rental of construction equipment, etc.

Komatsu Forklift Japan Ltd.

Head Office (Shinagawa-ku, Tokyo)

JPY 500 mil

*100.0

Sale and servicing of industrial vehicles

Komatsu Logistics Corp.

Head Office (Yokohama City, Kanagawa)

JPY 1,080 mil

100.0

Transportation, warehousing baling and other services

Komatsu Industries Corporation

Head Office (Komatsu City, Ishikawa)

JPY 990 mil

100.0

Manufacture, sale and servicing of presses and sheet metal machines

Komatsu NTC Ltd.

Head Office (Shinagawa-ku, Tokyo), Plant (Nanto City, Toyama)

JPY 6,014 mil

100.0

Manufacture, sale and servicing of machine tools, etc.

Komatsu Business Support Ltd.

Head Office (Minato-ku, Tokyo)

JPY 1,770 mil

*100.0

Retail financing of construction equipment

Komatsu America Corp.

Head Office /Plant (USA)

USD 1,027 mil

100.0

Manufacture and sale of construction and mining equipment and supervision in the Americas

Komatsu do Brasil Ltda.

Head Office /Plant (Brazil)

BRL 73 mil

*100.0

Manufacture of construction equipment and casting products

Komatsu Brasil International Ltda.

Head Office (Brazil)

BRL 27 mil

*100.0

Sale of construction equipment

Komatsu Holding South America Ltda.

Head Office (Chile)

USD 100 thou

*100.0

Sale and servicing of construction and mining equipment

Komatsu Cummins Chile Ltda.

Head Office (Chile)

USD 34 mil

*81.8

Sale and servicing of construction and mining equipment

Komatsu Cummins Chille Arrienda S.A.

Head Office (Chile)

USD 43 mil

*81.8

Retail financing, etc. of construction and mining equipment

Location of

Equity

Offices and

Ratio

Name

Plants

Capital

(%)

Main Businesses

Komatsu Financial Limited Partnership

Head Office (USA)

—

*100.0

Retail financing, etc. of construction and mining equipment

Komatsu Europe International N.V.

Head Office (Belgium)

EUR 50 mil

100.0

Sale of construction and mining equipment and supervision in Europe

Komatsu UK Ltd.

Head Office /Plant (UK)

GBP 23 mil

*100.0

Manufacture of construction equipment

Komatsu Hanomag GmbH

Head Office /Plant (Germany)

EUR 19 mil

*100.0

Manufacture of construction equipment

Komatsu Mining Germany GmbH

Head Office /Plant (Germany)

EUR 5 mil

*100.0

Manufacture and sale of mining equipment

Komatsu France S.A.S

Head Office (France)

EUR 5 mil

*100.0

Sale and servicing of construction equipment

Komatsu Utility Europe S.p.A.

Head Office /Plant (Italy)

EUR 6 mil

*100.0

Manufacture of construction equipment

Komatsu Italia S.p.A.

Head Office (Italy)

EUR 4 mil

*100.0

Sale and servicing of construction equipment

Komatsu Forest AB

Head Office /Plant (Sweden)

SEK 397 mil

100.0

Manufacture and sale of forestry equipment

Komatsu CIS LLC

Head Office (Russia)

RUB 5,301 mil

100.0

Sale of construction and mining equipment

Komatsu Financial Europe N.V.

Head Office (Belgium)

EUR 40 mil

*100.0

Retail financing of construction and mining equipment

Komatsu Southern Africa (Pty) Ltd.

Head Office (South Africa)

ZAR 1,000

80.0

Sale and servicing of construction and mining equipment

Komatsu Asia & Pacific Pte Ltd.

Head Office (Singapore)

SGD 28 mil

100.0

Sale of construction and mining equipment

PT Komatsu Indonesia

Head Office /Plant (Indonesia)

IDR 192,780 mil

94.9

Manufacture and sale of construction and mining equipment, casting products

Bangkok Komatsu Co., Ltd.

Head Office /Plant (Thailand)

THB 620 mil

*74.8

Manufacture and sale of construction equipment

Komatsu Marketing Support Australia Pty Ltd

Head Office (Australia)

AUD 21 mil

*60.0

Sale of construction and mining equipment

Location of

Equity

Offices and

Ratio

Name

Plants

Capital

(%)

Main Businesses

Komatsu Australia Pty Ltd

Head Office (Australia)

AUD 30 mil

*60.0

Sale and servicing of construction and mining equipment

Komatsu Australia Corporate Finance Pty. Ltd.

Head Office (Australia)

AUD 49 mil

*60.0

Retail financing of construction and mining equipment

Komatsu (China) Ltd.

Head Office (China)

USD 135 mil

100.0

Sale of construction and mining equipment and supervision in China

Komatsu (Changzhou) Construction Machinery Corp.

Head Office /Plant (China)

USD 41 mil

*85.0

Manufacture of construction equipment

Komatsu Shantui Construction Machinery Co., Ltd.

Head Office /Plant (China)

USD 21 mil

*60.0

Manufacture of construction equipment

Komatsu Financial Leasing China Ltd.

Head Office (China)

RMB 980 mil

*100.0

Retail financing of construction equipment

Notes:

2) Others (update on important combination)

i)

In April 2010, the Company transferred a portion of the large press business (product development, sales and service operations) to Komatsu Industries Corporation by absorption-type company split.

ii)

In August 2010, Komatsu Australia Pty. Ltd. (now Komatsu Marketing Support Australia Pty Ltd) established a wholly-owned subsidiary to perform the sales and service functions and named the company using its own name Komatsu Australia Pty Ltd, changing its name to the current name effective the date the new subsidiary was established. Komatsu Marketing Support Australia Pty Ltd is in charge of inventory management of new vehicles and parts, making modifications to machinery onsite, the recycling and sales of parts, etc.

iii)

In April 2011, the Company merged with Komatsu Utility Co., Ltd. by absorption-type merger.

iv)

In April 2011, the Company merged with Komatsu Engineering Corp. by absorption-type merger.

v)

In April 2011, Komatsu NTC Ltd. merged with Komatsu Machinery Corporation by absorption-type merger.

vi)

In April 2011, the Company terminated an agreement concerning Gigaphoton Inc., a joint venture between the Company and Ushio Inc., and entered into an agreement to acquire all the _____shares of Gigaphoton Inc. owned by Ushio Inc. By this acquisition of shares, Gigaphoton Inc. will become a wholly-owned subsidiary of the Company in May 2011.

vii)

In April 2011, the Company resolved to acquire all the shares of Komatsu Rental Ltd. owned by the other shareholder, and then, after making it a wholly-owned subsidiary, merge with the Company by absorption-type merger as of July 2011. Before this merger, Komatsu Rental Ltd. will transfer assets and liabilities that it owns (excluding liabilities arising from rental machinery manufactured by the Company, a portion of real estate, and liabilities related thereof) to its wholly-owned subsidiary, which is set to be established by performing an absorption-type company split.

(9) Major Lines of Business (As of March 31, 2011)

Segment		Principal Products and Businesses
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 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		Transportation, warehousing and packing
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		Prefabricated commercial-use structures

(10) Principal Offices and Plants (As of March 31, 2011)

1) The Company

Offices		Head Office (Minato-ku, Tokyo), Research Division (Hiratsuka City, Kanagawa)
Plants		Awazu Plant (Komatsu City, Ishikawa), Kanazawa Plant (Kanazawa City, Ishikawa), Osaka Plant (Hirakata City, Osaka), Rokko Plant (Kobe City, Hyogo), Ibaraki Plant (Hitachinaka City, Ibaraki), Shonan Plant (Hiratsuka City, Kanagawa), Oyama Plant (Oyama City, Tochigi), Koriyama Plant (Koriyama City, Fukushima)

2) Principal Subsidiaries

Shown in “(8) Status of Principal Subsidiaries” (pages 13 to 15).

(11) Employees (As of March 31, 2011)

Segment		Number of Employees
Construction, Mining and Utility Equipment			36,470
Industrial Machinery and Others			3,924
Others			665
Total			41,059

Notes:

(12) Main Lenders (As of March 31, 2011)

		Balance of Loans
Name of Lenders		(JPY billion)
Sumitomo Mitsui Banking Corporation			67.9
The Bank of Tokyo-Mitsubishi UFJ, Ltd.			60.3
Mizuho Corporate Bank, Ltd.			21.2
China Construction Bank Corporation			18.4
The Sumitomo Trust and Banking Co., Ltd.			14.6

2. Shares of the Company (As of March 31, 2011)

(1) Number of shares authorized to be issued:		3,955,000,000 shares
(2) Total number of shares issued and outstanding:		968,454,876 shares (excluding 30,289,184 shares of treasury stock)
(3) Number of shareholders:		219,643
(4) Major shareholders (top ten)

		Status of Investment by the
		Shareholder in the Company
		Number of
		Shares Held				Equity Ratio
Name of Shareholders		(thousand shares)				(%)
Japan Trustee Services Bank, Ltd. (Trust Account)			48,073				4.9
JPMorgan Chase Bank 380055			41,614				4.2
The Master Trust Bank of Japan, Ltd. (Trust Account)			40,978				4.2
Taiyo Life Insurance Company			38,000				3.9
State Street Bank and Trust Company			33,290				3.4
Nippon Life Insurance Company			33,283				3.4
The Bank of New York Mellon as Depositary Bank for Depositary Receipt Holders			21,937				2.2
SSBT OD05 OMNIBUS ACCOUNT — TREATY CLIENTS			19,294				1.9
Sumitomo Mitsui Banking Corporation			17,835				1.8
State Street Bank and Trust Company 505223			17,582				1.8

Notes:

3. Matters Regarding Stock Acquisition Rights of the Company etc.

(1) Status of Stock Acquisition Rights (As of March 31, 2011)

Number of Shares

Subject to Stock

Period for

Number of

Acquisition Rights

Exercise of

Stock

(Number of Shares

Paid-in Amount

Exercise Price per

Stock

Name

Acquisition

per one (1) Stock

per one (1) Stock

one (1) Stock

Acquisition

(Issue Date)

Rights

Acquisition Right)

Acquisition Right

Acquisition Right

Rights

No. 3 Stock Acquisition Rights (August 2, 2004)

300

300,000 shares (1,000 shares)

Without consideration

JPY 673,000

From August 1, 2005 to July 31, 2012

No. 4 Stock Acquisition Rights (August 1, 2005)

575

575,000 shares (1,000 shares)

Without consideration

JPY 1,126,000

From August 1, 2006 to July 31, 2013

No. 5 Stock Acquisition Rights (August 1, 2006)

214

214,000 shares (1,000 shares)

JPY 801,000

JPY 2,325,000

From August 1, 2007 to July 31, 2014

No. 6 Stock Acquisition Rights (August 1, 2006)

426

426,000 shares (1,000 shares)

Without consideration

JPY 2,325,000

From August 1, 2007 to July 31, 2014

No. 7 Stock Acquisition Rights (September 3, 2007)

239

239,000 shares (1,000 shares)

JPY 1,266,000

JPY 3,661,000

From September 3, 2008 to August 31, 2015

No. 8 Stock Acquisition Rights (September 3, 2007)

323

323,000 shares (1,000 shares)

Without consideration

JPY 3,661,000

From September 1, 2008 to August 31, 2015

No. 9 Stock Acquisition Rights (September 1, 2008)

192

192,000 shares (1,000 shares)

JPY 813,000

JPY 2,499,000

From September 1, 2009 to August 31, 2016

No. 10 Stock Acquisition Rights (September 1, 2008)

271

271,000 shares (1,000 shares)

Without consideration

JPY 2,499,000

From September 1, 2009 to August 31, 2016

No. 11 Stock Acquisition Rights (September 1, 2009)

239

239,000 shares (1,000 shares)

JPY 643,000

JPY 1,729,000

From September 1, 2010 to August 31, 2017

Number of Shares

Subject to Stock

Period for

Number of

Acquisition Rights

Exercise of

Stock

(Number of Shares

Paid-in Amount

Exercise Price per

Stock

Name

Acquisition

per one (1) Stock

per one (1) Stock

one (1) Stock

Acquisition

(Issue Date)

Rights

Acquisition Right)

Acquisition Right

Acquisition Right

Rights

No. 12 Stock Acquisition Rights (September 1, 2009)

380

380,000 shares (1,000 shares)

Without consideration

JPY 1,729,000

From September 1, 2010 to August 31, 2017

No. 13 Stock Acquisition Rights (August 2, 2010)

210

21,000 shares (100 shares)

JPY 178,500

JPY 100

From August 2, 2013 to July 31, 2018

No. 14 Stock Acquisition Rights (August 2, 2010)

558

55,800 shares (100 shares)

Without consideration

JPY 100

From August 2, 2013 to July 31, 2018

Notes:

(2) Stock Acquisition Rights Held by Directors and Corporate Auditors of the Company (As of March 31, 2011)

1) Stock Acquisition Rights Held by Directors (excluding Outside Directors)

		Number of Holders				Number of Stock				Number of Shares
		of Stock Acquisition				Acquisition Rights				Subject to Stock
Name		Rights				Owned				Acquisition Rights
No. 3 Stock Acquisition Rights			2				190			190,000 shares
No. 4 Stock Acquisition Rights			3				220			220,000 shares
No. 5 Stock Acquisition Rights			4				155			155,000 shares
No. 6 Stock Acquisition Rights*			3				41			41,000 shares
No. 7 Stock Acquisition Rights			5				156			156,000 shares
No. 8 Stock Acquisition Rights*			2				21			21,000 shares
No. 9 Stock Acquisition Rights			5				128			128,000 shares
No. 10 Stock Acquisition Rights*			2				22			22,000 shares
No. 11 Stock Acquisition Rights			7				206			206,000 shares
No. 13 Stock Acquisition Rights			7				189			18,900 shares

Notes:

2) Stock Acquisition Rights Held by Outside Directors

Number of Holders

Number of Stock

Number of Shares

of Stock Acquisition

Acquisition Rights

Subject to Stock

Name

Rights

Owned

Acquisition Rights

No. 9 Stock Acquisition Rights

2

16

16,000 shares

No. 11 Stock Acquisition Rights

2

22

22,000 shares

No. 13 Stock Acquisition Rights

3

21

2,100 shares

3) Stock Acquisition Rights Held by Corporate Auditors

Number of Holders

Number of Stock

Number of Shares

of Stock Acquisition

Acquisition Rights

Subject to Stock

Name

Rights

Owned

Acquisition Rights

No. 6 Stock Acquisition Rights

1

10

10,000 shares

No. 8 Stock Acquisition Rights

1

14

14,000 shares

(3)

Stock Acquisition Rights Issued During the Fiscal Year Under Review to Employees of the Company and Directors of the Subsidiaries of the Company

Number of

Number of

Shares Subject

Stock

to Stock

Number of

Acquisition

Acquisition

Name

Grantees

Grantees

Rights Issued

Rights

No. 14 Stock Acquisition Rights

Employee of the Company

50

458

45,800 shares

Directors of the subsidiaries of the Company

12

100

10,000 shares

4. Directors and Corporate Auditors of the Company

(1) Names etc. of Directors and Corporate Auditors (As of March 31, 2011)

				In Charge at the Company and
Position		Name		Important Concurrent Positions Held in Other Organizations
Chairman of the Board		Masahiro Sakane		Outside Director of Nomura Holdings, Inc.* Outside Director of Tokyo Electron Limited* Outside Director of Asahi Glass Co., Ltd.*
President and Representative Director, and CEO		Kunio Noji		—
Executive Vice President and Representative Director		Yoshinori Komamura		President of Construction & Mining Equipment Marketing Division
Director and Senior Executive Officer		Yasuo Suzuki		President of Industrial Machinery Division In Charge of the Ishikawa Prefecture Area Outside Director of Fuji Technica Inc.*
Director and Senior Executive Officer		Kenji Kinoshita		CFO Supervising Investor Relations
Director and Senior Executive Officer		Masao Fuchigami		Supervising Environment, Research, Design & Development and Quality Assurance
Director and Senior Executive Officer		Tetsuji Ohashi		President of Production Division Supervising Production and e-KOMATSU
Director		Kensuke Hotta		Chairman and Representative Director of Greenhill & Co. Japan Ltd.* Chairman and Representative Director of Hotta Partners Inc.* Outside Corporate Auditor of Mitsui O.S.K. Lines, Ltd.* Outside Corporate Auditor of SEIREN CO., LTD. *
Director		Noriaki Kano		Professor Emeritus at Tokyo University of Science
Director		Kouichi Ikeda		Corporate Advisor of Asahi Breweries, Ltd.
Standing Corporate Auditor		Masaji Kitamura		—
Standing Corporate Auditor		Kyoji Torii		—
Corporate Auditor		Makoto Okitsu		Advisor of Teijin Limited
Corporate Auditor		Hiroyuki Kamano		Partner (Attorney at law) of Kamano Sogo Law Offices Outside Director of SUMITOMO LIFE INSURANCE COMPANY*
Corporate Auditor		Kunihiro Matsuo		Attorney at law Outside Director of Asahi Glass Co., Ltd. Outside Director of Tokyo Stock Exchange Group, Inc.* Outside Corporate Auditor of Toyota Motor Corporation* Outside Corporate Auditor of MITSUI & CO., LTD.*

Notes:

(i)

The Company consigns some of the maritime transportation of construction and mining equipment to Mitsui O.S.K. Lines, Ltd., for which Outside Director Kensuke Hotta serves as Outside Corporate Auditor.

(ii)

SUMITOMO LIFE INSURANCE COMPANY, for which Outside Corporate Auditor Hiroyuki Kamano serves as Outside Director, is one of the group life insurance providers of the Company.

(iii)

The Company and its consolidated subsidiaries sell industrial machinery to Toyota Motor Corporation, for which Outside Corporate Auditor Kunihiro Matsuo serves as Outside Corporate Auditor.

(iv)

MITSUI & CO., LTD., for which Outside Corporate Auditor Kunihiro Matsuo serves as Outside Corporate Auditor, contributes capital and provides other financial assistance to some subsidiaries and distributors, etc. of the Company for the overseas sale and servicing of construction and mining equipment.

(v)

There are no particular trading relationships, etc. between the Company and other organizations at which Directors and Corporate Auditors hold concurrent positions other than those set forth in (i) to (iv) above.

(2) Remuneration for Directors and Corporate Auditors

1)

Policy regarding the determination of remuneration

In an effort to maintain an objective and transparent remuneration system, the policy and levels of remuneration for Directors and Corporate Auditors of the Company are deliberated by the Compensation Advisory Committee, which consists of four (4) external members (two (2) Outside Corporate Auditors, one (1) Outside Director and one (1) outside expert) and one (1) internal member. Taking its reports and recommendations into consideration, the remuneration for Directors is determined by the Board of Directors, and the remuneration for Corporate Auditors is determined by discussions by the Corporate Auditors, respectively, within the range previously determined by resolution of the General Meeting of Shareholders.

With regards to remuneration levels, comparison of other key, globally active manufacturers in Japan is made by the Compensation Advisory Committee and is reflected in its reports and recommendations.

The remuneration for Directors is comprised of fixed remuneration (paid monthly) and performance-based remuneration linked to Komatsu’s consolidated performance. The total amount paid of performance-based remuneration shall be calculated each year by evaluating the basic indicators of ROE (Net income attributable to Komatsu Ltd. on Komatsu Ltd. shareholders’ equity) and ROA (Income before income taxes and equity in earnings of affiliated companies on Total assets) at the ratio described in the below table and making adjustments for growth (growth rate of consolidated sales) and profitability (profit margin of segment).

		Indicator		ratio
Basic Indicators		Consolidated ROE (Net income attributable to Komatsu Ltd. on Komatsu Ltd. shareholders’ equity)			70	%
		Consolidated ROA (Income before income taxes and equity in earnings of affiliated companies on Total assets)			30	%
Adjustment Indicators		Adjustment according to growth rate of consolidated sales and profit margin of segment

Two thirds (2/3) of the total amount of performance-based remuneration shall be paid in the form of cash as Directors’ bonuses, and the remaining one third (1/3) shall be paid by granting Stock Acquisition Rights as stock-based remuneration for the purpose of fostering the same perspective on corporate value with the shareholders and consequently clarifying their incentive to enhance the long-term corporate value of the Company.

Regarding the amount levels of performance-based remuneration, the maximum amount thereof shall be roughly 60% of the total amount of annual remuneration of Directors (which is made up of fixed remuneration (paid monthly) and performance-based remuneration), and the minimum shall be zero (0) (in which case, only fixed remuneration will be paid to the Directors).

The remuneration for Corporate Auditors only consists of fixed remuneration (paid monthly) designed to support their independent position with authority to audit the execution of duties by Directors without getting fettered by the movements of corporate performance of the Company.

The retirement allowance system for Directors and Corporate Auditors was terminated as of June 2007.

2) Remuneration for Directors and Corporate Auditors for the Fiscal Year Under Review

Amount of Remuneration Paid

Non-monetary

Number

Remuneration

of

Monetary Remuneration

Stock-Based

Persons

Basic

Bonus

Remuneration

Classification

Paid

Remuneration

(Note 3)

Total

(Note 4)

Director

11

JPY 413 mil

JPY 357 mil

JPY 769 mil

JPY 37 mil

JPY 807 mil

(Outside Director included above)

4

JPY 40 mil

JPY 9 mil

JPY 49 mil

JPY 4 mil

JPY 52 mil

Corporate Auditor

5

JPY 110 mil

—

JPY 110 mil

—

JPY 110 mil

(Outside Corporate Auditor included above)

3

JPY 40 mil

—

JPY 40 mil

—

JPY 40 mil

Total

16

JPY 522 mil

JPY 357 mil

JPY 879 mil

JPY 37 mil

JPY 916 mil

(Outside Director and Outside Corporate Auditor included above)

7

JPY 79 mil

JPY 9 mil

JPY 88 mil

JPY 4 mil

JPY 92 mil

Notes:

(3) Outside Directors and Outside Corporate Auditors

1) Major Activities in the Fiscal Year Under Review

i) Outside Directors

		Attendance to the Meetings
Name		of the Board of Directors		Details of Major Activities
Kensuke Hotta		Attended 14 meetings of the 15 meetings held		Having served as Representative Director of The Sumitomo Bank, Ltd. (now Sumitomo Mitsui Banking Corporation) and as Representative Director of Morgan Stanley Japan Securities Co., Ltd. (now Morgan Stanley MUFG Securities Co., Ltd.), Mr. Kensuke Hotta speaks at the Board of Directors on the subject of management overall based on his profound experience in the business world.
Noriaki Kano		Attended 15 meetings of the 15 meetings held		Having served as President of the Japanese Society for Quality Control, Dr. Noriaki Kano speaks at the Board of Directors especially on the subject of quality control and production from his standpoint as a specialist of quality control.
Kouichi Ikeda		Attended 11 meetings of the 11 meetings held		Having served as Representative Director of Asahi Breweries, Ltd., Mr. Kouichi Ikeda speaks at the Board of Directors especially on the subject of operation strategy based on his profound experience in the business world.

ii) Outside Corporate Auditors

		Attendance to Meetings
				Board of Corporate
Name		Board of Directors		Auditors		Details of Major Activities
Makoto Okitsu		Attended 15 meetings of the 15 meetings held		Attended 15 meetings of the 15 meetings held		Having served as Representative Director of Teijin Limited and as Representative Director of Nabtesco Corporation, Mr. Makoto Okitsu speaks on the subject of management overall and corporate governance etc. at the Board of Corporate Auditors and the Board of Directors based on his profound experience in the business world.
Hiroyuki Kamano		Attended 15 meetings of the 15 meetings held		Attended 15 meetings of the 15 meetings held		From his professional standpoint based on his profound experience in cross-border transactions as a lawyer, Mr. Hiroyuki Kamano speaks on the subject of risk management and corporate governance etc. at the Board of Corporate Auditors and the Board of Directors.
Kunihiro Matsuo		Attended 14 meetings of the 15 meetings held		Attended 14 meetings of the 15 meetings held		From his professional standpoint based on his profound experience in the legal profession, Mr. Kunihiro Matsuo speaks on the subject of the risk management and the compliance system of Komatsu and other issues at the Board of Corporate Auditors and the Board of Directors.

2) Outline of Contents of Limited Liability Agreement

In accordance with the provisions of Article 427, Paragraph 1 of the Corporation Act, the Company has entered into agreements with Outside Directors and Outside Corporate Auditors that limit their liability for damages caused by their dereliction of duty under Article 423, Paragraph 1 of the same. The maximum liability amount specified in these agreements shall be equivalent to those amount stipulated in the Corporation Act.

5. Status of Accounting Auditors

(1)		Name of Accounting Auditors
		KPMG AZSA LLC

1) Remuneration for the Accounting Auditor of the Company in the Fiscal Year Under Review:		JPY 348 million
2) Total amount of money and other financial benefits that the Company and its subsidiaries should pay to the Accounting Auditor:		JPY 737 million

Notes:

(3) Details of Non-Auditing Services

The Company pays remuneration to the Accounting Auditor for services principally regarding issuance of bonds other than services defined in Article 2, Paragraph 1 of the Certified Public Accountants Law of Japan.

(4) Policy on Decision to Discharge or Not to Reappoint Accounting Auditors

When Accounting Auditors fall under any of the items in Article 340, Paragraph 1 of the Corporation Act, the Board of Corporate Auditors shall discharge the Accounting Auditors based on the consent of all Corporate Auditors.

When Accounting Auditors lack qualifications and qualities required as Accounting Auditors of the Company, including cases that fall under disqualification reasons specified in Article 337, Paragraph 3 of the Corporation Act, Directors shall submit to a General Meeting of Shareholders a proposal for discharging or not reappointing the Accounting Auditors after obtaining the consent of the Board of Corporate Auditors or at the request of the Board of Corporate Auditors.

6. Systems for Ensuring the Properness of Operations

With regards to systems for ensuring that the execution of duties by Directors complies with laws and regulations, and the Company’s Articles of Incorporation, and other systems for ensuring the properness of operations, the details of the resolution of the Board of Directors are as follows:

(1)

Basic Policy on Internal Control

The Company defines its corporate value as the total sum of trust given to us by society and all stakeholders.

To increase this corporate value, the Company recognizes the importance of strengthening corporate governance. The Company strives to maintain transparency and soundness of management by appointing Outside Directors and Outside Corporate Auditors, while limiting the number of the Board members small so that discussions at the Board of Directors are more substantial. The Company also does its utmost to improve the operation of the Board of Directors, aiming at more effective governance by the Board, ample discussions and quick decision making.

(2)

Systems for Retention and Management of Information Related to Directors’ Execution of Duties

The Company shall adequately retain and manage important information related to Directors’ execution of duties, including the record of Board meetings and other consensus-based, approved documents, as stipulated by laws and regulations, and the Company’s regulations and rules.

(3)

Rules and Other Systems for Risk Management

While continuing to make efforts to raise its corporate value, the Company recognizes the problems related to compliance, environment, product quality, accidents and information security in particular, and other matters, as major risks for continuous growth and is thus implementing the following countermeasures.

i)

The Company shall establish Risk Management Rules to correctly recognize and manage risks. In accordance with the rules, the Company has appointed personnel in charge of individual risks, further promoting the build-up of a solid foundation for risk management.

ii)

The Company shall establish Risk Management Committee to devise risk management policies of Komatsu, evaluate risk measures in place, and take control of risks when they surface. The Risk Management Committee regularly reports its reviews and activities to the Board of Directors.

iii)

The Company shall establish an emergency headquarters when serious risks surface, and work to minimize damage(s) and implement appropriate measures.

(4)

Systems for Ensuring Efficient Execution of Duties by Directors

To ensure the efficient execution of duties by Directors, the Company shall implement the following:

i)

The Board of Directors shall meet every month and more often as needed. It shall strive to maintain transparency and soundness of management through the participation of Outside Directors. It shall also establish the Regulations of the Board of Directors and the Standards for Agenda of Board Meetings, thereby clarifying the matters on which the Board of Directors should make decisions.

ii)

Together with the introduction of the Executive Officer System, the Company shall define the separation of duties for Directors, Executive Officers and senior managers, and set up internal rules including the Regulations of Decision-Making Authority, to ensure appropriate and effective execution of duties by Directors, Executive Officers and other senior managers.

iii)

To promote efficient management of the Board of Directors, the Company shall establish a Strategy Review Committee consisting of Senior Executive Officers and senior managers. Based on the reviews of the Committee, Executive Officers and senior managers execute their duties within the authority delegated by the Board of Directors.

(5)

Systems for Ensuring That the Execution of Duties by Directors and Employees Complies With Laws and Regulations, and the Company’s Articles of Incorporation

The Board of Directors makes decisions on important management matters in accordance with laws and regulations and the Regulations of the Board of Directors. Based on the decisions made by the Board of Directors, each Director not only executes his or her own duties but also supervises employees for the execution of their duties, and reports the conditions thereof to the Board of Directors.

The Company shall establish the Compliance Committee as Komatsu to oversee compliance, and the Committee regularly reports its reviews and activities to the Board of Directors. The Company shall also establish a system to ensure Directors and employees thorough compliance to business rules as well as laws and regulations through a variety of measures, including the provision of Komatsu Code of Worldwide Business Conduct, appointment of the Executive Officer in charge of compliance, and establishment of the Compliance Department. Through all of these, we work to supervise, educate and train Directors, Corporate Auditors and employees.

In addition, the Company shall establish the internal reporting system where those who are discretely reporting questionable actions in light of laws and regulations and business rules will not be penalized.

(6)

Systems for Ensuring the Proper Operation of Komatsu Comprising the Company and Its Subsidiaries

i)

The Company shall establish the Affiliated Company Regulations and relevant rules to contribute to proper and efficient operation of Group management while respecting the independence of the management of affiliated companies. Each affiliated company receives prescribed management and support of the department or division of the Company in charge. It shall also position the Komatsu Code of Worldwide Business Conduct, as the code to be applied by all companies affiliated with Komatsu. Each company in Komatsu shall stipulate various regulations for the proper promotion of duties.

ii)

The Company shall assign and dispatch Directors and Corporate Auditors from the Company to major affiliated companies as needed, in order to strengthen corporate governance on a group-wide basis and monitor their management.

iii)

Important committees of the Company, including the Compliance Committee, Risk Management Committee and Export Control Committee, shall take actions with the entire Group in view, and allow representatives of affiliated companies to take part in their meetings on occasion.

iv)

The Company shall make particularly important affiliated companies regularly report to the Board of Directors of the Company on the status of business, including risks and compliance.

v)

The Internal Audit Department of the Company shall audit each division of the Company, and implement or supervise auditing of major affiliated companies that belong to Komatsu. It shall also monitor and instruct each affiliated company on its internal control and operation built in conformity with the Company. The Internal Audit Department regularly reports the internal control and auditing conditions to the Board of Directors, and also reports to the Board of Corporate Auditors as needed.

(7)

Employees Assisting Corporate Auditors for Execution of Their Duties, When They Ask for Such Employees

The Company shall set up the Office of Corporate Auditors’ Staff, which shall assist Corporate Auditors in their duties, and allocate employees who work as assistants to Corporate Auditors either exclusively or concurrently in another position within the Company.

(8)

Matters Regarding the Independence of the Assistants to Corporate Auditors From Directors

i)

Handling of personnel affairs (employment, appointment and personnel changes) of the employees who belong to the Office of Corporate Auditors’ Staff shall be premised on approval of the Standing Corporate Auditors.

ii)

The employees who exclusively assist the Office of Corporate Auditors’ Staff are independent of control and command of the Directors, and their performance shall be rated by the Standing Corporate Auditors.

(9)

Systems for Directors and Employees Reporting to Corporate Auditors; Systems Relating to Other Reports to Corporate Auditors and Ensuring Effective Audits by Corporate Auditors

i)

In accordance with laws and regulations, Corporate Auditors receive reports by Directors, Executive Officers and other senior managers concerning the conditions of execution of their respective duties.

ii)

In the event that Directors find a serious violation of laws and regulations or other important facts regarding compliance at the Company or affiliated companies of Komatsu, they shall report to the Corporate Auditors immediately.

iii)

The Corporate Auditors shall attend various committees and principle meetings concerning internal control as observers, and also read circulars per management approval sent around to obtain the sanction of executives, which are important decision-making documents of the Company, and essential prior settlement documents.

iv)

Corporate Auditors may appoint legal counsels and other advisors needed for the execution of their duties.

(10)

Basic Policy Pertaining to the Elimination of Antisocial Forces

It shall be the basic policy of the Company to prohibit Komatsu from having any relation whatsoever with antisocial movements or groups that threaten the order and security of civil society from the perspectives of social justice and corporate social responsibility.

i)

The above policy shall be provided in Komatsu Code of Worldwide Business Conduct and diffused throughout the Company as well as each company in Komatsu.

ii)

The general affairs divisions of the Head Office of the Company as well as the general affairs divisions of its main offices and Group companies will work with police and other specialized external organizations to prevent the involvement of antisocial movements or groups in its management and quell any harmful effects they may bring about in accordance with the basic policy.

iii)

The Company will do its utmost to collect information and receive education training from the above external organizations and use above information communally both within the Company and among related Group divisions.

END

Consolidated Balance Sheet
(As of March 31, 2011)

		(JPY million)
Assets
Current assets:
Cash and cash equivalents			84,224
Time deposits			734
Trade notes and accounts receivable			532,757
Inventories			473,876
Deferred income taxes and other current assets			152,781
Total current assets			1,244,372
Long-term trade receivables			183,270
Investments:
Investments in and advances to affiliated companies			25,115
Investment securities			60,855
Other			3,124
Total investments			89,094
Property, plant and equipment, less accumulated depreciation			508,387
Goodwill			29,321
Other intangible assets			53,971
Deferred income taxes and other assets			40,722
Total assets			2,149,137

		(JPY million)
Liabilities
Current liabilities:
Short-term debt			130,308
Current maturities of long-term debt			122,608
Trade notes, bills and accounts payable			308,975
Income taxes payable			38,829
Deferred income taxes and other current liabilities			199,268
Total current liabilities			799,988
Long-term liabilities:
Long-term debt			291,152
Liability for pension and retirement benefits			48,027
Deferred income taxes and other liabilities			37,290
Total long-term liabilities			376,469
Total liabilities			1,176,457
Equity
Komatsu Ltd. Shareholders’ equity
Common stock			67,870
Capital surplus			140,523
Retained earnings:
Appropriated for legal reserve			34,494
Unappropriated			847,153
Accumulated other comprehensive income (loss)			(131,059	)
Treasury stock at cost			(35,138	)
Total Komatsu Ltd. shareholders’ equity			923,843
Noncontrolling interests			48,837
Total equity			972,680
Total liabilities and equity			2,149,137

Consolidated Statement of Income
(From April 1, 2010 to March 31, 2011)

		(JPY million)
Net sales			1,843,127
Cost of sales			1,343,464
Selling, general and administrative expenses			264,691
Other operating income (expenses)			(12,043	)
Operating income			222,929
Other income (expenses):
Interest and dividend income			4,493
Interest expense			(6,475	)
Other-net			(1,138	)
Other income (expenses)			(3,120	)
Income before income taxes and equity in earnings of affiliated companies			219,809
Income taxes:
Current			57,923
Deferred			6,783
Income taxes			64,706
Income before equity in earnings of affiliated companies			155,103
Equity in earnings of affiliated companies			2,724
Net income			157,827
Less net income attributable to noncontrolling interests			(7,075	)
Net income attributable to Komatsu Ltd.			150,752

Consolidated Statement of Equity
(From April 1, 2010 to March 31, 2011)

(JPY million)

																		Accumulated								Total Komatsu
										Retained earnings								other								Ltd.				Non-
		Common				Capital				Appropriated								comprehensive				Treasury				shareholders’				controlling				Total
		stock				Surplus				for legal reserve				Unappropriated				income (loss)				stock				equity				interests				equity
Balance, beginning of period			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:
Net income															150,752												150,752				7,075				157,827
Other comprehensive income (loss), 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, end of period			67,870				140,523				34,494				847,153				(131,059	)			(35,138	)			923,843				48,837				972,680

Non-Consolidated Statutory Report is based on Japanese accounting standards.

Non-Consolidated Balance Sheet
(As of March 31, 2011)

		(JPY million)
Assets
Current assets:
Cash and deposits			41,838
Notes receivable-trade			668
Accounts receivable-trade			178,256
Merchandise and finished goods			40,403
Work in process			37,508
Raw materials and supplies			5,454
Prepaid expenses			1,380
Deferred tax assets			10,497
Short-term loans receivable			70,423
Accounts receivable-other			19,868
Other current assets			819
Allowance for doubtful accounts			(375	)
Total current assets			406,744
Non-current assets:
Property, plant and equipment:
Buildings			56,982
Structures			9,788
Machinery and equipment			59,201
Vehicles			322
Tools, furniture and fixtures			5,004
Land			46,495
Construction in progress			7,021
Total property, plant and equipment			184,816
Intangible assets:
Software			11,422
Other intangible assets			226
Total intangible assets			11,649
Investments and other assets:
Investment securities			46,132
Stocks of subsidiaries and affiliates			313,350
Investments in capital of subsidiaries and affiliates			36,833
Long-term loans receivable			5,763
Long-term prepaid expenses			1,125
Deferred tax assets			76
Other investments			14,603
Allowance for doubtful accounts			(2,818	)
Allowance for investment loss			(27,450	)
Total investments and other assets			387,618
Total non-current assets			584,085
Total assets			990,829

		(JPY million)
Liabilities
Current liabilities:
Notes payable-trade			33
Accounts payable-trade			119,640
Short-term loans payable			31,500
Accounts payable-other			8,564
Accrued expenses			19,010
Income taxes payable			9,207
Advances received			638
Deposits received			81,942
Provision for bonuses			5,935
Provision for directors’ bonuses			385
Provision for product warranties			5,896
Other current liabilities			3,381
Total current liabilities			286,134
Non-current liabilities:
Bonds payable			90,000
Long-term loans payable			45,500
Provision for product warranties			1,353
Provision for retirement benefits			22,191
Other long-term liabilities			4,050
Total non-current liabilities			163,094
Total liabilities			449,228
Net Assets
Shareholders’ equity:
Capital stock			70,120
Capital surplus:			142,733
Legal capital surplus			140,140
Other capital surplus			2,593
Retained earnings:
Legal retained earnings			18,036
Other retained earnings:			326,932
Reserve for special depreciation			62
Reserve for advanced depreciation of non-current assets			13,428
Reserve for special account for advanced depreciation of non-current assets			292
General reserve			210,359
Retained earnings brought forward			102,790
Total retained earnings			344,968
Treasury stock			(34,787	)
Total shareholders’ equity			523,035
Valuation and translation adjustments:
Valuation difference on available-for-sale securities			16,516
Deferred gains or losses on hedges			(87	)
Total valuation and translation adjustments			16,429
Stock acquisition rights:
Stock acquisition rights			2,135
Total stock acquisition rights			2,135
Total net assets			541,600
Total liabilities and net assets			990,829

Non-Consolidated Statement of Income
(From April 1, 2010 to March 31, 2011)

		(JPY million)
Net sales			742,519
Cost of sales			561,357
Gross profit			181,162
Selling, general and administrative expenses			100,086
Operating income			81,075
Non-operating income:
Interest and dividends income			12,739
Other non-operating income			1,470
Non-operating expenses:
Interest expenses			2,445
Other non-operating expenses			6,598
Ordinary income			86,242
Extraordinary income:
Gain on sales of land			618
Gain on sales of investment securities			377
Extraordinary loss:
Impairment loss			2,744
Loss on valuation of investment securities			12
Loss on valuation of stocks of subsidiaries and affiliates			48
Provision of allowance for investment loss			7,412
Expenditure for protection of natural environment			1,074
Business structure improvement expenses			1,203
Expenses related to the disaster			1,843
Income before income taxes			72,898
Income taxes:
Income taxes-current			9,881
Income taxes-deferred			14,744
Net income			48,273