UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934

For the month of November, 2011

COMMISSION FILE NUMBER: 1-7239

KOMATSU LTD.

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

Address of principal executive office

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

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

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

 

 

INFORMATION TO BE INCLUDED IN REPORT

1.

Quarterly Report for the Second Quarter of the 143rd Fiscal Year filed on November 10, 2011

On November 10, 2011, the registrant filed its Quarterly Report (Shihanki Houkokusho) with the Director of the Kanto Local Finance Bureau of Japan pursuant to the Financial Instruments and Exchange Act of Japan. This Quarterly Report contains, among other information, Quarterly Consolidated Financial Statements for the six months period ended September 30, 2011 and the three months period ended September 30, 2011.

Material information in the report, other than the Quarterly Consolidated Financial Statements, has already been reported by the registrant in its press release dated October 27, 2011, a copy of which was submitted under cover of Form 6-K on October 28, 2011 by the registrant.

Attached is an English translation of the registrant’s Quarterly Consolidated Financial Statements for the six months period ended September 30, 2011 and the three months period ended September 30, 2011.

SIGNATURES

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

		KOMATSU LTD.
		(Registrant)
Date: November 14, 2011		By:		/s/ Mikio Fujitsuka   Mikio Fujitsuka
				Director and Senior Executive Officer

[Quarterly Consolidated Financial Statements]

Consolidated Balance Sheets (Unaudited)

Komatsu Ltd. and Consolidated Subsidiaries

September 30, 2011 and March 31, 2011

		September 30, 2011								March 31, 2011
						Component								Component
		Millions of yen				ratio (%)				Millions of yen				ratio (%)
Assets
Current assets
Cash and cash equivalents		¥	84,805							¥	84,224
Time deposits			1,458								734
Trade notes and accounts receivable (Note 4)			487,812								532,757
Inventories (Note 5)			522,812								473,876
Deferred income taxes and other current assets (Notes 8, 11, 12 and 13)			161,377								152,781
Total current assets			1,258,264				58.6				1,244,372				57.9
Long-term trade receivables(Note 4)			179,559				8.4				183,270				8.5
Investments
Investments in and advances to affiliated companies			19,418								25,115
Investment securities (Notes 6, 12 and 13)			43,189								60,855
Other			3,263								3,124
Total investments			65,870				3.1				89,094				4.1
Property, plant and equipment—less accumulated depreciation of ¥628,065 million at September 30, 2011 and ¥639,368 million at March 31, 2011			508,186				23.7				508,387				23.7
Goodwill			30,452				1.4				29,321				1.4
Other intangible assets			59,393				2.8				53,971				2.5
Deferred income taxes and other assets (Notes 8, 11, 12 and 13)			43,471				2.0				40,722				1.9
		¥	2,145,195				100.0			¥	2,149,137				100.0

The accompanying Notes to Quarterly Consolidated Financial Statements are an integral part of these statements.

		September 30, 2011								March 31, 2011
						Component								Component
		Millions of yen				ratio (%)				Millions of yen				ratio (%)
Liabilities and Equity
Current liabilities
Short-term debt		¥	160,232							¥	130,308
Current maturities of long-term debt (Notes 12 and 13)			142,112								122,608
Trade notes, bills and accounts payable			281,280								308,975
Income taxes payable			22,372								38,829
Deferred income taxes and other current liabilities (Notes 8, 11, 12 and 13)			199,969								199,268
Total current liabilities			805,965				37.6				799,988				37.2
Long-term liabilities
Long-term debt (Notes 12 and 13)			270,662								291,152
Liability for pension and retirement benefits			46,613								48,027
Deferred income taxes and other liabilities (Notes 8, 11, 12 and 13)			44,050								37,290
Total long-term liabilities			361,325				16.8				376,469				17.5
Total liabilities			1,167,290				54.4				1,176,457				54.7
Commitments and contingent liabilities (Note 10)			—								—
Equity
Komatsu Ltd. shareholders’ equity
Common stock:
Authorized 3,955,000,000 shares at September 30, 2011 and at March 31, 2011
Issued 998,744,060 shares at September 30, 2011 and at March 31, 2011			67,870								67,870
Outstanding 967,636,355 shares at September 30, 2011 and 967,902,641 shares at March 31, 2011
Capital surplus			140,745								140,523
Retained earnings:
Appropriated for legal reserve			37,161								34,494
Unappropriated			919,792								847,153
Accumulated other comprehensive income (loss) (Note 6)			(190,670	)							(131,059	)
Treasury stock at cost, 31,107,705 shares at September 30, 2011 and 30,841,419 shares at March 31, 2011			(36,084	)							(35,138	)
Total Komatsu Ltd. shareholders’ equity			938,814				43.8				923,843				43.0
Noncontrolling interests			39,091				1.8				48,837				2.3
Total equity			977,905				45.6				972,680				45.3
		¥	2,145,195				100.0			¥	2,149,137				100.0

The accompanying Notes to Quarterly Consolidated Financial Statements are an integral part of these statements.

Consolidated Statements of Income (Unaudited)

Komatsu Ltd. and Consolidated Subsidiaries

Six months ended September 30, 2011 and 2010

		Six months ended								Six months ended
		September 30, 2011								September 30, 2010
						Component								Component
		Millions of yen				ratio (%)				Millions of yen				ratio (%)
Net sales		¥	985,867				100.0			¥	859,763				100.0
Cost of sales			712,988				72.3				629,877				73.3
Selling, general and administrative expenses (Notes 3 and 7)			140,139				14.2				124,750				14.5
Other operating income (expenses), net			209				0.0				(1,224	)			(0.1	)
Operating income			132,949				13.5				103,912				12.1
Other income (expenses), net			(2,706	)							(3,801	)
Interest and dividend income			2,085				0.2				2,329				0.3
Interest expense			(3,655	)			(0.4	)			(3,289	)			(0.4	)
Other, net (Notes 3, 6, 11 and 13)			(1,136	)			(0.1	)			(2,841	)			(0.3	)
Income before income taxes and equity in earnings of affiliated companies			130,243				13.2				100,111				11.6
Income taxes (Note 8)
Current			34,783								17,886
Deferred			(2,521	)							15,621
Total			32,262				3.3				33,507				3.9
Income before equity in earnings of affiliated companies			97,981				9.9				66,604				7.7
Equity in earnings of affiliated companies			1,034				0.1				1,198				0.1
Net income			99,015				10.0				67,802				7.9
Less net income attributable to noncontrolling interests			(4,340	)			(0.4	)			(4,038	)			(0.5	)
Net income attributable to Komatsu Ltd.		¥	94,675				9.6			¥	63,764				7.4

		Yen
		Six months ended				Six months ended
		September 30, 2011				September 30, 2010
Net income attributable to Komatsu Ltd. per share (Note 9)
Basic		¥	97.82			¥	65.89
Diluted			97.74				65.85
Cash dividends per share (Note 15)			20.00				8.00

The accompanying Notes to Quarterly Consolidated Financial Statements are an integral part of these statements.

Three months ended September 30, 2011 and 2010

		Three months ended								Three months ended
		September 30, 2011								September 30, 2010
						Component								Component
		Millions of yen				ratio (%)				Millions of yen				ratio (%)
Net sales		¥	491,690				100.0			¥	412,623				100.0
Cost of sales			356,351				72.5				300,021				72.7
Selling, general and administrative expenses (Notes 3 and 7)			70,711				14.4				61,803				15.0
Other operating income (expenses), net			(48	)			(0.0	)			(962	)			(0.2	)
Operating income			64,580				13.1				49,837				12.1
Other income (expenses), net			(2,778	)							170
Interest and dividend income			790				0.2				1,308				0.3
Interest expense			(1,767	)			(0.4	)			(1,620	)			(0.4	)
Other, net (Notes 3, 6, 11 and 13)			(1,801	)			(0.4	)			482				0.1
Income before income taxes and equity in earnings of affiliated companies			61,802				12.6				50,007				12.1
Income taxes (Note 8)
Current			18,042								8,728
Deferred			3,084								7,313
Total			21,126				4.3				16,041				3.9
Income before equity in earnings of affiliated companies			40,676				8.3				33,966				8.2
Equity in earnings of affiliated companies			453				0.1				557				0.1
Net income			41,129				8.4				34,523				8.4
Less net income attributable to noncontrolling interests			(2,160	)			(0.4	)			(1,456	)			(0.4	)
Net income attributable to Komatsu Ltd.		¥	38,969				7.9			¥	33,067				8.0

		Yen
		Three months ended				Three months ended
		September 30, 2011				September 30, 2010
Net income attributable to Komatsu Ltd. per share (Note 9)
Basic		¥	40.27			¥	34.17
Diluted			40.23				34.15
Cash dividends per share			—				—

The accompanying Notes to Quarterly Consolidated Financial Statements are an integral part of these statements.

Consolidated Statements of Equity (Unaudited)

Komatsu Ltd. and Consolidated Subsidiaries

Six months ended September 30, 2011		Millions of yen

										Retained earnings								Accumulated								Total Komatsu
										Appropriated								other								Ltd.
		Common				Capital				for legal								comprehensive				Treasury				shareholders’				Noncontrolling				Total
		stock				surplus				reserve				Unappropriated				income (loss)				stock				equity				interests				equity
Balance at March 31, 2011		¥	67,870			¥	140,523			¥	34,494			¥	847,153			¥	(131,059	)		¥	(35,138	)		¥	923,843			¥	48,837			¥	972,680
Cash dividends (Note 15)															(19,369	)											(19,369	)			(5,921	)			(25,290	)
Transfer to retained earnings appropriated for legal reserve											2,667				(2,667	)											—								—
Other changes							(146	)																			(146	)			(4,089	)			(4,235	)
Comprehensive income (loss)
Net income															94,675												94,675				4,340				99,015
Other comprehensive income (loss), for the period, net of tax
Foreign currency translation adjustments																			(51,813	)							(51,813	)			(3,923	)			(55,736	)
Net unrealized holding gains (losses) on securities available for sale																			(8,196	)							(8,196	)			—				(8,196	)
Pension liability adjustments																			(435	)							(435	)			—				(435	)
Net unrealized holding gains (losses) on derivative instruments (Note 11)																			833								833				(153	)			680
Comprehensive income (loss)																											35,064				264				35,328
Issuance and exercise of stock acquisition rights (Note 7)							248																				248								248
Purchase of treasury stock																							(1,136	)			(1,136	)							(1,136	)
Sales of treasury stock							120																190				310								310
Balance at September 30, 2011		¥	67,870			¥	140,745			¥	37,161			¥	919,792			¥	(190,670	)		¥	(36,084	)		¥	938,814			¥	39,091			¥	977,905

Six months ended September 30, 2010		Millions of yen

										Retained earnings								Accumulated								Total Komatsu
										Appropriated								other								Ltd.
		Common				Capital				for legal								comprehensive				Treasury				shareholders’				Noncontrolling				Total
		stock				surplus				reserve				Unappropriated				income (loss)				stock				equity				interests				equity
Balance at March 31, 2010		¥	67,870			¥	140,421			¥	31,983			¥	724,090			¥	(95,634	)		¥	(34,755	)		¥	833,975			¥	42,824			¥	876,799
Cash dividends (Note 15)															(7,749	)											(7,749	)			(830	)			(8,579	)
Transfer to retained earnings appropriated for legal reserve											743				(743	)											—								—
Other changes																											—				317				317
Comprehensive income (loss)
Net income															63,764												63,764				4,038				67,802
Other comprehensive income (loss), for the period, net of tax
Foreign currency translation adjustments																			(44,877	)							(44,877	)			(3,087	)			(47,964	)
Net unrealized holding gains (losses) on securities available for sale																			(2,398	)							(2,398	)			—				(2,398	)
Pension liability adjustments																			77								77				—				77
Net unrealized holding gains (losses) on derivative instruments (Note 11)																			658								658				—				658
Comprehensive income (loss)																											17,224				951				18,175
Issuance and exercise of stock acquisition rights (Note 7)							55																				55								55
Purchase of treasury stock																							(551	)			(551	)							(551	)
Sales of treasury stock																							23				23								23
Balance at September 30, 2010		¥	67,870			¥	140,476			¥	32,726			¥	779,362			¥	(142,174	)		¥	(35,283	)		¥	842,977			¥	43,262			¥	886,239

The accompanying Notes to Quarterly Consolidated Financial Statements are an integral part of these statements.

Consolidated Statements of Cash Flows (Unaudited)

Komatsu Ltd. and Consolidated Subsidiaries

Six months ended September 30, 2011 and 2010

		Millions of yen
		Six months ended				Six months ended
		September 30, 2011				September 30, 2010
Operating activities
Net income		¥	99,015			¥	67,802
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization			43,681				43,432
Deferred income taxes			(2,521	)			15,621
Net loss (gain) from sale of investment securities and subsidiaries			(91	)			90
Net loss (gain) on sale of property			(209	)			(1,160	)
Loss on disposal of fixed assets			1,006				634
Pension and retirement benefits, net			357				(3,176	)
Changes in assets and liabilities:
Decrease (increase) in trade receivables			17,663				(11,005	)
Decrease (increase) in inventories			(82,021	)			(42,960	)
Increase (decrease) in trade payables			(27,196	)			47,870
Increase (decrease) in income taxes payable			(15,055	)			(6,067	)
Other, net			5,644				(8,253	)
Net cash provided by (used in) operating activities			40,273				102,828
Investing activities
Capital expenditures			(58,984	)			(42,482	)
Proceeds from sale of property			4,910				5,637
Proceeds from sale of available for sale investment securities			414				22
Purchases of available for sale investment securities			(1,124	)			(520	)
Acquisition of subsidiaries and equity investees, net of cash acquired			(7,786	)			654
Collection of loan receivables			1,730				1,290
Disbursement of loan receivables			(160	)			(576	)
Decrease (increase) in time deposits			(664	)			443
Net cash provided by (used in) investing activities			(61,664	)			(35,532	)
Financing activities
Proceeds from long-term debt			80,478				31,266
Repayments on long-term debt			(29,609	)			(24,059	)
Increase (decrease) in short-term debt, net			43,316				(34,023	)
Repayments of capital lease obligations			(38,142	)			(18,791	)
Sale (purchase) of treasury stock, net			(853	)			10
Dividends paid			(19,369	)			(7,749	)
Other, net			(8,266	)			(928	)
Net cash provided by (used in) financing activities			27,555				(54,274	)
Effect of exchange rate change on cash and cash equivalents			(5,583	)			(4,804	)
Net increase (decrease) in cash and cash equivalents			581				8,218
Cash and cash equivalents, beginning of year			84,224				82,429
Cash and cash equivalents, end of period		¥	84,805			¥	90,647

The accompanying Notes to Quarterly Consolidated Financial Statements are an integral part of these statements.

Notes to Quarterly Consolidated Financial Statements (Unaudited)

1. Basis of Quarterly Financial Statement Presentation and Summary of Significant Accounting Policies

Basis of Quarterly Financial Statement Presentation

Komatsu Ltd. (“Company”) and consolidated subsidiaries (together “Komatsu”) prepare and present the accompanying quarterly consolidated financial statements in accordance with accounting principles generally accepted in the United States of America.

Summary of Significant Accounting Policies

There is no material change for Summary of Significant Accounting Policies stated in the annual report for the year ended March 31, 2011.

2. Supplemental Cash Flow Information

Additional cash flow information and noncash investing and financing activities for the six months ended September 30, 2011 and 2010 are as follows:

		Millions of yen
		Six months ended				Six months ended
		September 30, 2011				September 30, 2010
Additional cash flow information:
Interest paid		¥	3,322			¥	2,877
Income taxes paid			49,845				30,058
Noncash investing and financing activities:
Capital lease obligations incurred		¥	1,582			¥	1,183

3. Business Combination

On May 18, 2011, the Company acquired additional 50,000 shares of Gigaphoton Inc. (hereinafter “Gigaphoton”) for ¥7,500 million in cash tendered.

Prior to the additional acquisition, the Company held a 50.0% equity interest in Gigaphoton and accounted for the investment by the equity method. As a result of the additional investment, the Company’s ownership increased to 100.0% and Gigaphoton became a consolidated subsidiary of the Company.

Gigaphoton was established by Ushio Inc. (hereinafter “Ushio”) and the Company as a 50-50 joint-venture company to develop, manufacture, sell and service excimer laser light sources for lithography tools in August 2000.

To develop an extreme ultraviolet light source, Ushio and Gigaphoton have been working on different methods. Because Gigaphoton and Ushio will be competing on the same market, Ushio and the Company have decided to terminate the joint-venture agreement. As a wholly owned subsidiary of the Company, Gigaphoton will not only further expand its conventional excimer laser business but also accelerate the pace of research and development by teaming up with the Company to create an extreme ultraviolet light source as the basis for next-generation lithography tools.

Following is a summary of the assets acquired and liabilities assumed adjusted to reflect purchase price allocation as of the date of acquisition:

		Millions of yen
Consideration
Cash and cash equivalents		¥	7,500
Fair value of total consideration transferred			7,500
Fair value of Komatsu’s equity interest in Gigaphoton held before the business combination			7,500
		¥	15,000
Acquisiton-related cost (included in selling, general and administrative expenses)		¥	36
Recognized amounts of identifiable assets acquired and liabilities assumed
Current assets		¥	14,859
Property, plant and equipment			2,376
Intangible assets			7,425
Other assets			15
Total assets acquired			24,675
Current liabilities			(7,860	)
Long-term liabilities			(2,896	)
Total liabilities assumed			(10,756	)
Net assets acquired			13,919
Goodwill			1,081
		¥	15,000

The goodwill of ¥1,081 million was assigned to the Industrial Machinery and Others operating segment. The goodwill is not deductible for tax purposes.

As a result of remeasuring to fair value its 50% equity interest in Gigaphoton held before the business combination, a gain of ¥2,592 million was recorded in other income (expenses), net in the accompanying consolidated statement of income for the six months ended September 30, 2011.

The sales and net income attributable to Komatsu Ltd. of the combined entity had the acquisition date been April 1, 2010 would not differ materially from the amounts reported in the consolidated financial statements for the six months ended September 30, 2010.

4. Allowance for Doubtful Receivables

At September 30, 2011 and at March 31, 2011, allowances for doubtful receivables deducted from “Trade notes and accounts receivable” and “Long-term trade receivables” are ¥13,808 million and ¥15,793 million, respectively.

5. Inventories

At September 30, 2011 and at March 31, 2011, inventories comprised the following:

		Millions of yen
		September 30,				March 31,
		2011				2011
Finished products, including finished parts held for sale		¥	329,826			¥	294,807
Work in process			142,866				135,167
Materials and supplies			50,120				43,902
Total		¥	522,812			¥	473,876

6. Investment Securities

Investment securities at September 30, 2011 and at March 31, 2011 primarily consisted of securities available for sale.

Unrealized holding gains and losses are included as a component of accumulated other comprehensive income (loss) until realized.

The cost, gross unrealized holding gains and losses, and fair value for such investment securities by major security types at September 30, 2011 and at March 31, 2011 are as follows:

		Millions of yen
						Gross unrealized holding
		Cost				Gains				Losses				Fair value
September 30, 2011
Investment securities:
Marketable equity securities available for sale		¥	23,739			¥	14,143			¥	2,448			¥	35,434
Other investment securities at cost			7,755
		¥	31,494

		Millions of yen
						Gross unrealized holding
		Cost				Gains				Losses				Fair value
March 31, 2011
Investment securities:
Marketable equity securities available for sale		¥	23,887			¥	25,599			¥	114			¥	49,372
Other investment securities at cost			11,483
		¥	35,370

Other investment securities primarily include non-marketable equity securities. The fair value of other investment securities was not estimated as it was not practicable to estimate the fair value of investments and no significant events or changes that might have effected the fair value of those investments were observed.

Proceeds from the sales of investment securities available for sale were ¥414 million and ¥22 million for the six months ended September 30, 2011 and 2010, respectively.

Impairment losses and net realized gains or losses from sale of investment securities available for sale during the six months ended September 30, 2011 and 2010 amounted to gains of ¥91 million and losses of ¥90 million, respectively. Impairment losses and net realized gains or losses from sale of investment securities available for sale during the three months ended September 30, 2011 and 2010 amounted to losses of ¥39 million and ¥57 million, respectively. Such gains and losses were included in other income (expenses), net in the accompanying consolidated statements of income.

The cost of the investment securities sold was computed based on the average-cost method.

7. Share-Based Compensation

The Company has two types of stock option plans as share-based compensation for directors and certain employees and certain directors of subsidiaries.

The stock option plans resolved by the Board of Directors’ meetings held in and before June 2010

The right to purchase treasury shares is granted at a predetermined price to directors and certain employees and certain directors of subsidiaries. The purchase price is the amount calculated by taking the average of the closing prices applicable to ordinary transactions of shares of the Company on the Tokyo Stock Exchange on all days for a month immediately preceding the month in which the date of grant of the right falls and multiplying by 1.05, provided that the exercise price shall not be less than the closing price of the shares of the Company on the Tokyo Stock Exchange on the date of the grant.

Based on the resolutions of the shareholders’ meeting on June 22, 2007 and the Board of Directors on July 14, 2009, the Company issued 239 rights of its share acquisition rights to directors during the year ending March 31, 2010. The number of shares subject to one share acquisition rights is 1,000 shares. The Company also issued 403 rights of its share acquisition rights to certain employees and certain directors of subsidiaries during the year ending March 31, 2010 based on the resolutions of the shareholders’ meeting on June 24, 2009 and the Board of Directors on July 14, 2009. The options vest 100% on each of the grant dates and are exercisable from September 1, 2010.

The stock option plans resolved by the Board of Directors’ meetings held in and after July 2010

The right to purchase treasury shares is granted at an exercise price of ¥1 per share to directors and certain employees and certain directors of subsidiaries.

Based on the resolutions of the shareholders’ meeting on June 23, 2010 and the Board of Directors on July 13, 2010, the Company issued 210 rights of its share acquisition rights to directors and 558 rights of its share acquisition rights to certain employees and certain directors of subsidiaries during the year ending March 31, 2011. The number of shares subject to one share acquisition rights is 100 shares. The options vest 100% on each of the grant dates and are exercisable from August 2, 2013.

In addition, based on the resolutions of the shareholders’ meeting on June 23, 2010 and the Board of Directors on July 13, 2011, the Company issued 872 rights of its share acquisition rights to directors. Based on the resolutions of the shareholders’ meeting on June 22, 2011 and the Board of Directors on July 13, 2011, the Company also issued 2,529 rights of its share acquisition rights to certain employees and certain directors of subsidiaries during the year ending March 31, 2012. The options vest 100% on each of the grant dates and are exercisable from August 1, 2014.

Komatsu recognizes compensation expense using the fair value method. Compensation expenses during the six months ended September 30, 2011 and 2010 were ¥309 million and ¥55 million, respectively, and were recorded in selling, general and administrative expenses. Compensation expenses after tax during the six months ended September 30, 2011 and 2010 were ¥184 million and ¥33 million, respectively. Compensation expenses during the three months ended September 30, 2011 and 2010 were ¥309 million and ¥55 million, respectively, and were recorded in selling, general and administrative expenses. Compensation expenses after tax during the three months ended September 30, 2011 and 2010 were ¥184 million and ¥33 million, respectively.

8. Income Taxes

The effective tax rates for the six months ended September 30, 2011 was 24.8%. The differences between the effective tax rate and the Japanese statutory tax rate 40.8% include a decrease of the valuation allowance of ¥12,686 million(9.7% on income before income taxes and equity in earnings of affiliated companies) by a change in assessment about the likelihood of recovery of a deferred tax asset related to the decision of the merger between Komatsu Rental Ltd. and the Company during the three months ended June 30, 2011.

9. Net Income Attributable to Komatsu Ltd. per Share

A reconciliation of the numerators and denominators of the basic and diluted net income attributable to Komatsu Ltd. per share computations is as follows:

		Millions of yen
		Six months ended				Six months ended
		September 30, 2011				September 30, 2010
Net income attributable to Komatsu Ltd.		¥	94,675			¥	63,764

		Number of shares
		Six months ended				Six months ended
		September 30, 2011				September 30, 2010
Weighted average common shares outstanding, less treasury stock			967,852,046				967,794,257
Dilutive effect of:
Stock options			834,097				494,618
Weighted average diluted common shares outstanding			968,686,143				968,288,875

		Yen
		Six months ended				Six months ended
		September 30, 2011				September 30, 2010
Net income attributable to Komatsu Ltd. per share:
Basic		¥	97.82			¥	65.89
Diluted		¥	97.74			¥	65.85

		Millions of yen
		Three months ended				Three months ended
		September 30, 2011				September 30, 2010
Net income attributable to Komatsu Ltd.		¥	38,969			¥	33,067

		Number of shares
		Three months ended				Three months ended
		September 30, 2011				September 30, 2010
Weighted average common shares outstanding, less treasury stock			967,764,468				967,755,145
Dilutive effect of:
Stock options			840,035				526,731
Weighted average diluted common shares outstanding			968,604,503				968,281,876

		Yen
		Three months ended				Three months ended
		September 30, 2011				September 30, 2010
Net income attributable to Komatsu Ltd. per share:
Basic		¥	40.27			¥	34.17
Diluted		¥	40.23			¥	34.15

10. Contingent Liabilities

At September 30, 2011 and at March 31, 2011, Komatsu was contingently liable for discounted and transferred receivables on a recourse basis with the financial institutions of ¥1,500 million and ¥1,347 million, respectively.

Komatsu provides guarantees to third parties of loans of the employees, affiliated companies, customers and other companies. The guarantees relating to the employees are mainly made for their housing loans. The guarantees of loans relating to the affiliated companies, customers and other companies are made to enhance the credit of those companies.

For each guarantee provided, Komatsu would have to perform under a guarantee, if the borrower defaults on a payment within the contract terms. The contract terms are from 12 years to 30 years in the case of employees with housing loans, and from 1 year to 11 years in the case of loans relating to the affiliated companies, customers and other companies. The maximum amount of undiscounted payments Komatsu would have had to make in the event of default was ¥96,490 million and ¥99,312 million at September 30, 2011 and at March 31, 2011, respectively. The fair value of the liabilities recognized for Komatsu’s obligations as guarantors under those guarantees at September 30, 2011 was insignificant. Certain of those guarantees were secured by collateral and insurance issued to Komatsu.

Management of Komatsu believes that losses from those contingent liabilities, if any, would not have a material effect on the consolidated financial statements.

Komatsu is involved in certain legal actions and claims arising in the ordinary course of its business. It is the opinion of management and legal counsel that such litigation and claims will be resolved without material effect on Komatsu’s financial statements.

Komatsu has business activities with customers, dealers and associates around the world and its trade receivables from such parties are well diversified to minimize concentrations of credit risks. Management does not anticipate incurring losses on its trade receivables in excess of established allowances.

11. Derivative Financial Instruments

Notional principal amounts of derivative financial instruments outstanding at September 30, 2011 and at March 31, 2011 are as follows:

		Millions of yen
		September 30,				March 31,
		2011				2011
Forwards and options:
Sale of foreign currencies		¥	112,227			¥	94,504
Purchase of foreign currencies			73,860				87,605
Option contracts (purchased)			350				490
Interest rate swaps, cross-currency swaps and interest rate cap agreements			99,929				123,424

Fair values of derivative instruments at September 30, 2011 and at March 31, 2011 on the consolidated balance sheets are as follows:

Millions of yen

September 30, 2011

Derivative Assets

Derivative Liabilities

Derivative instruments designated

Location on the consolidated

Estimated

Location on the consolidated

Estimated

as hedging instruments

Balance Sheets

fair value

Balance Sheets

fair value

Forwards contracts

Deferred income taxes and other current assets

¥

2,401

Deferred income taxes and other current liabilities

¥

17

Interest rate swaps,cross-currency swaps and interest rate cap agreements

Deferred income taxes and other current assets

11

Deferred income taxes and other current liabilities

799

Total

¥

2,412

¥

816

		Derivative Assets						Derivative Liabilities
Undesignated derivative		Location on the consolidated		Estimated				Location on the consolidated		Estimated
instruments		Balance Sheets		fair value				Balance Sheets		fair value
Forwards contracts		Deferred income taxes and other current assets		¥	4,428			Deferred income taxes and other current liabilities		¥	550
		Deferred income taxes and other assets			164			Deferred income taxes and other liabilities			16
Option contracts		Deferred income taxes and other current assets			7			Deferred income taxes and other current liabilities			—
Interest rate swaps,cross-currency swaps and interest rate cap agreements		Deferred income taxes and other current assets			8,295			Deferred income taxes and other current liabilities			328
		Deferred income taxes and other assets			1,158			Deferred income taxes and other liabilities			58
Total				¥	14,052					¥	952
Total Derivative Instruments				¥	16,464					¥	1,768

Millions of yen

March 31, 2011

Derivative Assets

Derivative Liabilities

Derivative instruments designated

Location on the consolidated

Estimated

Location on the consolidated

Estimated

as hedging instruments

Balance Sheets

fair value

Balance Sheets

fair value

Forwards contracts

Deferred income taxes and other current assets

¥

11

Deferred income taxes and other current liabilities

¥

817

Deferred income taxes and other assets

2

Deferred income taxes and other liabilities

—

Interest rate swaps,cross-currency swaps and interest rate cap agreements

Deferred income taxes and other current assets

126

Deferred income taxes and other current liabilities

471

Total

¥

139

¥

1,288

		Derivative Assets						Derivative Liabilities
Undesignated derivative		Location on the consolidated		Estimated				Location on the consolidated		Estimated
instruments		Balance Sheets		fair value				Balance Sheets		fair value
Forwards contracts		Deferred income taxes and other current assets		¥	403			Deferred income taxes and other current liabilities		¥	2,025
		Deferred income taxes and other assets			—			Deferred income taxes and other liabilities			126
Option contracts		Deferred income taxes and other current assets			7			Deferred income taxes and other current liabilities			—
Interest rate swaps,cross-currency swaps and interest rate cap agreements		Deferred income taxes and other current assets			6,967			Deferred income taxes and other current liabilities			382
		Deferred income taxes and other assets			3,515			Deferred income taxes and other liabilities			155
Total				¥	10,892					¥	2,688
Total Derivative Instruments				¥	11,031					¥	3,976

The effects of derivative instruments on the consolidated statements of income for the six months ended September 30, 2011 and 2010 are as follows:

Derivative instruments designated as cash flow hedging relationships

Millions of yen

Six months ended

September 30, 2011

Ineffective portion and amount excluded

Effective portion

from effectiveness testing

Amount of

Location of

Amount of

Location of

Amount of

gains (losses)

gains (losses)

gains (losses)

gains (losses)

gains (losses)

recognized in

reclassified

reclassified

recognized in

recognized in

OCI on

from accumulated

from accumulated

income

income

derivatives

OCI into income

OCI into income

on derivatives

on derivatives

Forwards contracts

¥

6,177

Other income (expenses), net: Other, net

¥

4,383

—

¥

—

Interest rate swaps, cross-currency swaps and interest rate cap agreements

(327

)

—

—

—

—

Total

¥

5,850

¥

4,383

¥

—