Komatsu to apply for termination of registration with the U.S. Securities and Exchange Commission

Komatsu Ltd. (hereinafter the "Company") (President and CEO: Tetsuji Ohashi) hereby announces that at the meeting of the Board of Directors held today, the Company resolved to apply for a termination of its registration with the U.S. Securities and Exchange Commission (the "SEC") and its reporting obligations under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), as below.

1. Reason for termination

The Company issued convertible bonds in the United States through a public offering registered with the SEC in 1967 for the purpose of raising capital, and has since maintained its registration with the SEC.
Since then, the Company has diversified its financing methods, such as through the Euro Medium Term Note Program, and enhanced the efficiency of its funding operation by implementing the Cash Management System. In addition, the external environment has changed considerably, such as an increase in trading of stocks on Japanese stock exchange markets by foreign investors due to the globalization of Japanese financial and capital markets, and the lessening of disparity in the standards of disclosure and internal controls between the United States and Japan due to a series of amendments to Japanese laws, regulations and accounting standards.
The Company has determined that in this environment, there is no need to continue its registration with the SEC. Therefore, the Company has decided to apply for the termination of its registration.

2. Schedule

Early April 2014:
The Company will file the Form 15F with the SEC to terminate its reporting obligations under the Exchange Act. As a result of filing the Form 15F, the Company's reporting obligations under the Exchange Act will be suspended.
Early July 2014:
Deregistration with the SEC will become effective, terminating the Company's reporting obligations under the Exchange Act. The schedule may be changed upon the SEC's objection or request for an extended review.

3. Future plans

While the Company's reporting obligations under the Exchange Act (including the obligation to file annual reports on Form 20-F) will be terminated upon deregistration with the SEC, the Company will continue to prepare English consolidated financial statements in accordance with U.S. GAAP and disclose them on its website together with English translations of disclosures made pursuant to Japanese law and other important information, such as news releases in order to ensure comparability with prior disclosures. The Company will continue to make efforts to maintain and enhance its disclosure to all of its stakeholders, including shareholders and investors.
The Company intends to maintain its American Depositary Receipt program in the United States even after deregistration, and therefore anticipates that its American Depositary Shares will continue to be traded in the United States on the over-the-counter market.

Information in the news releases is current on the date of the announcement and is subject to change without notice.


KOMATSU Corporate Communications
TEL: 03(5561)2616