##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 20-F
  o
    
    REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934
 or
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended March 31, 2009
 or
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 or
 o
    
    SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of event requiring this shell company report
 For the transition period from  to
 COMMISSION FILE NUMBER: 1-7239
 KABUSHIKI KAISHA KOMATSU SEISAKUSHO
  KOMATSU
LTD.
  (Jurisdiction of incorporation or organization)
 2-3-6 Akasaka, Minato-ku, Tokyo 107-8414, Japan
 (Name, Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)
  Name of each exchangeTitle of each class
    
    on which registeredNone
    
    N/A
   (Title
of Class)
  Common
Stock*
  *
  
  3,696,424 American Depositary Shares evidenced by American Depositary Receipts, each American
Depositary Share representing 4 shares of Common Stock of Komatsu
Ltd.    þ o
  o þ
  þ o
  o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o
  þ o Other o
  o o
  o þ




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Table of Contents
 PART IItem 1. Identity of Directors, Senior Management and Advisers
    
    
    1Item 2. Offer Statistics and Expected Timetable
    
    
    1Item 3. Key Information
    
    
    1A. Selected Financial Data
    
    
    1B. Capitalization and Indebtedness
    
    
    3C. Reasons for the Offer and Use of Proceeds
    
    
    3D. Risk Factors
    
    
    3Item 4. Information on the Company
    
    
    7A. History and Development of the Company
    
    
    7B. Business Overview
    
    
    11C. Organizational Structure
    
    
    27D. Property, Plants and Equipment
    
    
    28Item 4A. Unresolved Staff Comments
    
    
    31Item 5. Operating and Financial Review and Prospects
    
    
    32A. Operating Results
    
    
    32B. Liquidity and Capital Resources
    
    
    76C. Research and Development, Patents and Licenses, etc.
    
    
    80D. Trend Information
    
    
    83E. Off-Balance Sheet Arrangements
    
    
    84F. Tabular Disclosure of Contractual Obligations
    
    
    88G. Safe Harbor
    
    
    89Item 6. Directors, Senior Management and Employees
    
    
    90A. Directors and Senior Management
    
    
    90B. Compensation
    
    
    100C. Board Practices
    
    
    102D. Employees
    
    
    103E. Share ownership
    
    
    104Item 7. Major Shareholders and Related Party Transactions
    
    
    106A. Major Shareholders
    
    
    106B. Related Party Transactions
    
    
    107C. Interests of Experts and Counsel
    
    
    107Item 8. Financial Information
    
    
    107A. Consolidated Statements and Other Financial Information
    
    
    107B. Significant Changes
    
    
    108




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Item 9. The Offer and Listing
    
    
    108A. Offer and Listing Details
    
    
    108B. Plan of Distribution
    
    
    109C. Markets
    
    
    109D. Selling Shareholders
    
    
    109E. Dilution
    
    
    109F. Expenses of the Issue
    
    
    110Item 10. Additional Information
    
    
    110A. Share Capital
    
    
    110B. Memorandum and Articles of Association
    
    
    110C. Material Contracts
    
    
    120D. Exchange Controls
    
    
    120E. Taxation
    
    
    123F. Dividends and Paying Agents
    
    
    129G. Statement by Experts
    
    
    129H. Documents on Display
    
    
    129I. Subsidiary Information
    
    
    129Item 11. Quantitative and Qualitative Disclosures About Market Risk
    
    
    129Item 12. Description of Securities Other than Equity Securities
    
    
    133PART IIItem 13. Defaults, Dividend Arrearages and Delinquencies
    
    
    134Item 14. Material Modifications to the Rights of Security Holders and
Use of Proceeds
    
    
    134Item 15. Controls and Procedures
    
    
    134Item 16. [Reserved]
    
    
    135A. Audit Committee Financial Experts
    
    
    135B. Code of Ethics
    
    
    135C. Principal Accountant Fees and Services
    
    
    136D. Exemptions from the Listing Standards for Audit Committees
    
    
    137E. Purchases of Equity Securities by the Issuer
and Affiliated Purchasers
    
    
    137F. Change in Registrants Certifying Accountant
    
    
    137G. Corporate Governance
    
    
    137PART IIIItem 17. Financial Statements
    
    
    138Item 18. Financial Statements
    
    
    138Item 19. Exhibits
    
    
    138




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PART I
 
 Item 1. Identity of Directors, Senior Management and Advisers
  
 Item 2. Offer Statistics and Expected Timetable
  
 Item 3. Key Information
 
 A. Selected Financial Data
  Selected Financial Data
 (Millions of yen, except per share amounts)2009
    
    
    2008
    
    
    2007
    
    
    2006
    
    
    2005Income Statement Data:Net sales 1)
    
    
    2,021,743
    
    
    
    2,243,023
    
    
    
    1,893,343
    
    
    
    1,612,140
    
    
    
    1,356,071Operating income 1)
    
    
    151,948
    
    
    
    332,850
    
    
    
    244,741
    
    
    
    163,428
    
    
    
    95,862Income from continuing
operations before
income taxes, minority
interests and equity
in earnings of
affiliated companies
1)
    
    
    128,782
    
    
    
    322,210
    
    
    
    236,491
    
    
    
    155,779
    
    
    
    91,869Income taxes 1)
    
    
    42,293
    
    
    
    115,794
    
    
    
    79,745
    
    
    
    43,970
    
    
    
    34,285Income from continuing
operations 1)
    
    
    78,797
    
    
    
    203,826
    
    
    
    153,264
    
    
    
    109,141
    
    
    
    55,868Income from
discontinued
operations less
applicable income
taxes 1)
    
    
    
    
    
    
    4,967
    
    
    
    11,374
    
    
    
    5,149
    
    
    
    3,142Net income
    
    
    78,797
    
    
    
    208,793
    
    
    
    164,638
    
    
    
    114,290
    
    
    
    59,010Per Share Data:Net income Basic
    
    
    79.95
    
    
    
    209.87
    
    
    
    165.70
    
    
    
    115.13
    
    
    
    59.51 Diluted
    
    
    79.89
    
    
    
    209.59
    
    
    
    165.40
    
    
    
    114.93
    
    
    
    59.47Cash dividendsYen
    
    
    44.00
    
    
    
    38.00
    
    
    
    23.00
    
    
    
    14.00
    
    
    
    9.00U.S. cents 2)
    
    
    44.44
    
    
    
    38.00Depreciation and amortization
    
    
    98,354
    
    
    
    75,664
    
    
    
    72,709
    
    
    
    72,640
    
    
    
    69,020Capital Investment1) 3)
    
    
    162,512
    
    
    
    145,730
    
    
    
    129,680
    
    
    
    113,934
    
    
    
    76,907Research and development
expenses1)
    
    
    53,736
    
    
    
    49,673
    
    
    
    46,306
    
    
    
    44,560
    
    
    
    41,123
  1




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(Millions of yen)Balance Sheet Data:Total assets
    
    
    1,969,059
    
    
    
    2,105,146
    
    
    
    1,843,982
    
    
    
    1,652,125
    
    
    
    1,449,068Shareholders equity
    
    
    814,941
    
    
    
    887,126
    
    
    
    776,717
    
    
    
    622,997
    
    
    
    477,144Number of shares issued
at year-end
    
    
    998,744,060
    
    
    
    998,744,060
    
    
    
    998,744,060
    
    
    
    998,744,060
    
    
    
    998,744,060Number of shares
outstanding at year-end
    
    
    967,822,292
    
    
    
    995,103,847
    
    
    
    993,786,759
    
    
    
    993,645,492
    
    
    
    991,420,696
 Notes:1)
    In the fiscal year ended March 31, 2007, Komatsu disposed of its majority interest in
Komatsu
Electronic Metals Co., Ltd. (KEM). In the fiscal year ended March 31, 2008, Komatsu sold
the outdoor power equipment (OPE) business of Komatsu Zenoah Co. and its subsidiaries. As
a result, operating results and the gain recognized on the sale of KEM and its subsidiaries
as well as the OPE business of Komatsu Zenoah Co. and its subsidiaries are presented as
Income from discontinued operations less applicable income taxes.2)
    The conversion rate between the Japanese yen to the U.S. dollar for the fiscal year
ended March 31, 2009 is ¥99 to U.S.$1.00, the approximate buying rate of Japanese yen as
of noon on March 31, 2009 in New York City as reported by the Federal Reserve Board.3)
    The term Capital Investment as used in the above Selected Financial Data should
be distinguished from the term Capital Expenditures as used in the consolidated
statements of cash flows. The term Capital Investment as used in the above Selected
Financial Data is defined to refer to costs relating to the purchase of property, plant
and equipment including properties under capital leases on an accrual basis which
reflects the effect of timing differences between acquisition dates and payment dates.
Komatsus management uses this financial indicator to manage its capital investment and
believes that this indicator is useful to investors in that this indicator presents
accrual based capital investment in addition to the cash based capital expenditures
provided in the consolidated statements of cash flows. =
  2




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Yen Exchange Rates per U.S. dollar:
 (Yen)Average
    
    
    High
    
    
    Low
    
    
    Period-EndYear ended March 312005
    
    
    107.28
    
    
    
    102.68
    
    
    
    111.39
    
    
    
    107.222006
    
    
    113.67
    
    
    
    104.64
    
    
    
    119.66
    
    
    
    117.482007
    
    
    116.55
    
    
    
    112.26
    
    
    
    121.02
    
    
    
    117.562008
    
    
    113.61
    
    
    
    96.88
    
    
    
    124.09
    
    
    
    99.852009
    
    
    100.85
    
    
    
    87.80
    
    
    
    110.48
    
    
    
    99.15
 High
    
    
    Low
    
    
    Period-End2008December
    
    
    87.84
    
    
    
    93.71
    
    
    
    90.792009January
    
    
    87.80
    
    
    
    94.20
    
    
    
    89.83February
    
    
    89.09
    
    
    
    98.55
    
    
    
    97.74March
    
    
    93.85
    
    
    
    99.34
    
    
    
    99.15April
    
    
    96.49
    
    
    
    100.71
    
    
    
    98.76May
    
    
    94.45
    
    
    
    99.24
    
    
    
    95.55
 
 B. Capitalization and Indebtedness
  
 C. Reasons for the Offer and Use of Proceeds
  
 D. Risk Factors
   3




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(1) Economic and market conditions
      (2) Foreign currency exchange rate fluctuations
   4




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(3) Fluctuations in financial markets
  (4) Laws and regulations of different countries
  (5) Environmental laws and regulations
   5




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(6) Product liability
  (7) Alliances and collaborative relationships
  (8) Procurement, production and other matters
  (9) Information security, intellectual property and other matters
   6




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(10) Natural calamities, wars, terrorism, accidents and other matters
  
 Item 4. Information on the Company
 
 A. History and Development of the Company
      7




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8




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Capital Investment by Operating Segment
 Percentage ChangeMillions of Yen
    
    
    as compared to theFiscal Year ended
    
    
    Fiscal Year endedMarch 31, 2009
    
    
    March 31, 2008Construction, Mining and Utility Equipment
    
    ¥
    152,803
    
    
    
    8.2
    %Industrial Machinery and Others
    
    
    9,709
    
    
    
    113.6
    %Total
    
    ¥
    162,512
    
    
    
    11.5
    %
 Notes:1)
    Amounts include certain leased machinery and equipment accounted for as capital
leases in accordance with Statement of Financial Accounting Standards No. 13.2)
    Starting with the fiscal year ended March 31, 2009, Komatsu reclassified the
forklift truck business of Komatsu Utility Co., Ltd. and the businesses of Komatsu
Logistics Corp. (both of which were formerly in the Industrial Machinery, Vehicles and
Others operating segment) so that such businesses are part of Komatsus construction and
mining equipment business, and accordingly, changed its operating segments by renaming
the Construction and Mining Equipment operating segment as the Construction, Mining and
Utility Equipment operating segment and the Industrial Machinery, Vehicles and Others
operating segment as the Industrial Machinery and Others operating segment. Percentage
changes as compared to the fiscal year ended March 31, 2008 in the above table were
calculated using the financial data for the fiscal year ended March 31, 2008, which have
been retrospectively reclassified using these new operating segments.3)
    The term Capital Investment as used in the above table should be distinguished
from the term Capital
Expenditures as used in the consolidated statements of cash flows. The term Capital
Investment as used in the above table is defined to refer to costs relating to the purchase
of property, plant and equipment including properties under capital leases on an accrual
basis which reflects the effect of timing differences between acquisition dates and payment
dates. Komatsus management uses this financial indicator to manage its capital investment
and believes that this indicator is useful to investors in that this indicator presents
accrual based capital investment in addition to the cash based capital expenditures provided
in the consolidated statements of cash flows.  9




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Main facilities completed in the fiscal year ended March 31, 2009
 Operating segment
    
    Main facilitiesConstruction, Mining and Utility Equipment
    
    Establishment of Komatsu Undercarriage China Corp.
 Products: Undercarriage for construction equipment
 Location: Jining, Shandong, ChinaConstruction,
Mining and Utility
Equipment,
Industrial
Machinery and
Others
    
    Construction of the second facility of the Companys Kanazawa Plant
 Products: Super-large hydraulic excavators and large presses
 Location: Kanazawa City, Ishikawa, JapanNew constructions, expansions and overhauls of main facilities in progress during the fiscal
year ended March 31, 2009Operating segment
    
    Main facilitiesConstruction,
Mining and Utility
Equipment
    
    Construction of Komatsu Manufacturing Rus, LLCs new plant
 Products: Medium-sized hydraulic excavators and forklift trucks
 Location: Yaroslavl, RussiaRelocation and expansion of Komatsu (Changzhou) Construction Machinery
Corp.s plant
 Products: Hydraulic excavators, wheel loaders, dump trucks, etc.
 Location: Changzhou, Jiangsu, ChinaExpansion of Komatsu Castex Ltd.s manufacturing facilities for key
components (i.e., iron castings)
 Products: Cylinder blocks, etc.
 Location: Himi City, Toyama, Japan
    10




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B. Business Overview
          11




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Net Sales by Operating Segments
 (Millions of Yen)Fiscal Year
    
    
    Fiscal Year
    
    
    Fiscal YearEnded March 31,
    
    
    Ended March 31,
    
    
    Ended March 31,2009
    
    
    2008
    
    
    2007Construction, Mining and
Utility Equipment
    
    ¥
    1,744,733
    
    
    
    86.3
    %
    
    ¥
    2,048,711
    
    
    
    91.3
    %
    
    ¥
    1,711,275
    
    
    
    90.4
    %Industrial Machinery and Others
    
    
    277,010
    
    
    
    13.7
    %
    
    
    194,312
    
    
    
    8.7
    %
    
    
    182,068
    
    
    
    9.6
    %Total
    
    ¥
    2,021,743
    
    
    
    100.0
    %
    
    ¥
    2,243,023
    
    
    
    100.0
    %
    
    ¥
    1,893,343
    
    
    
    100.0
    %
 Note:
    
    Starting with the fiscal year ended March 31, 2009, Komatsu reclassified the
forklift truck business of Komatsu Utility Co., Ltd. and the businesses of Komatsu
Logistics Corp.(both of which were formerly in the Industrial Machinery, Vehicles and
Others operating segment) so that such businesses are part of Komatsus construction and
mining equipment business, and accordingly, changed its operating segments by renaming
the Construction and Mining Equipment operating segment as the Construction, Mining and
Utility Equipment operating segment and the Industrial Machinery, Vehicles and Others
operating segment as the Industrial Machinery and Others operating segment. As a result
of this reclassification, the financial data for the fiscal years ended March 31, 2008
and 2007 in the above table have been retrospectively reclassified using the new
operating segments.    Category
    
    Principal ProductsExcavating Equipment
    
    Hydraulic excavators, mini excavators and backhoe loadersLoading Equipment
    
    Wheel loaders, mini wheel loaders and skid steer loadersGrading and Roadbed Preparation Equipment
    
    Bulldozers, motor graders and vibratory rollersHauling Equipment
    
    Off-highway dump trucks, articulated dump trucks and crawler carriersForestry Equipment
    
    Harvesters, forwarders and feller-bunchersTunneling Machines
    
    Shield machines, tunnel-boring machines and small-diameter pipe jacking machinesRecycling Equipment
    
    Mobile debris crushers, mobile soil recyclers and mobile tub grindersIndustrial Vehicles
    
    Forklift trucksOther Equipment
    
    Railroad maintenance equipmentEngines and Components
    
    Diesel engines, diesel generator sets and hydraulic equipmentCasting Products
    
    Steel castings and iron castingsLogistics
    
    Packing and transport
  12




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Company
    
    Product
    
    ModelKomatsu Ltd.
    
    Hydraulic Excavators
    
    PC78US-8, PC110-7, PC128UU-8, PC160LC-8, PC190LC-8, PC200-8E0 HybridBulldozers
    
    D63E-12, D65EX-16, D65PX-16, D65WX-16, D375A-6Wheel Loader
    
    WA150-6Articulated Dump Truck
    
    HM250-2Motor Graders
    
    GD755-5Y, GH320-5Komatsu Utility Co., Ltd.
    
    Hydraulic Excavators
    
    PC20MR-3, PC20UU-5, PC30UU-5, PC38UU-5, PC55-MR, PC56-7,PC58UU-5Wheel Loaders
    
    WA30-6, WA40-6, WA50-6Forklifts
    
    FB15M-12, FG15-20, FG25-16, FG25N-16, FD40-10, FD40-12, FD40N-10,
FD50A-10, FD60-10Komatsu America Corp.
    
    Dump Trucks
    
    860E-1, 960E-1
  13




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Category
    
    Principal ProductsMetal Forging and Stamping Presses
    
    Large presses, servo presses, small- and medium-sized presses and forging pressesSheet Metal Machines
    
    Laser cutting machines, fine-plasma cutting machines, press brakes and shearsMachine Tools
    
    Transfer machines, machining centers, crankshaft millers, grinding machines and
wire sawsDefense Systems
    
    Ammunition and armored personnel carriersTemperature-control equipment
    
    Thermoelectric modules and temperature-control equipment for semiconductor
manufacturingOthers
    
    Commercial-use prefabricated structures
      14




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Net Sales by Region
 (Millions of Yen)Fiscal Year
    
    
    Fiscal Year
    
    
    Fiscal YearEnded March 31,
    
    
    Ended March 31,
    
    
    Ended March 31,2009
    
    
    2008
    
    
    2007Japan
    
    ¥
    452,172
    
    
    
    22.4
    %
    
    ¥
    505,185
    
    
    
    22.5
    %
    
    ¥
    487,103
    
    
    
    25.7
    %Americas
    
    
    503,450
    
    
    
    24.9
    %
    
    
    541,160
    
    
    
    24.1
    %
    
    
    537,836
    
    
    
    28.4
    %Europe and CIS
    
    
    284,029
    
    
    
    14.0
    %
    
    
    427,679
    
    
    
    19.1
    %
    
    
    324,071
    
    
    
    17.1
    %China
    
    
    236,226
    
    
    
    11.7
    %
    
    
    189,902
    
    
    
    8.5
    %
    
    
    129,443
    
    
    
    6.8
    %Asia (excluding Japan
and China) and
Oceania
    
    
    335,574
    
    
    
    16.6
    %
    
    
    348,462
    
    
    
    15.5
    %
    
    
    252,768
    
    
    
    13.4
    %Middle East and Africa
    
    
    210,292
    
    
    
    10.4
    %
    
    
    230,635
    
    
    
    10.3
    %
    
    
    162,122
    
    
    
    8.6
    %Total
    
    ¥
    2,021,743
    
    
    
    100.0
    %
    
    ¥
    2,243,023
    
    
    
    100.0
    %
    
    ¥
    1,893,343
    
    
    
    100.0
    %
        15




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Construction, Mining and Utility Equipment
        17




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DANTOTSU products
  KOMTRAX (Komatsu Machine Tracking System)
  AHS (Autonomous Haulage System)
  Hybrid
 2
  18




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Industrial Machinery and Others
  (1) Metal Forging and Stamping Presses
       19




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(2) Sheet Metal Machines
    (3) Machine Tools
      20




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Regulations regarding engine emissions
    21




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Regulations regarding noise and vibration
   Regulations regarding hazardous substances
   22




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Basic Management Policy
  Mid to Long-Range Management Plan and Issues Ahead
  
    
    To maintain its top-level profitability and financial position in the industry
and enhance its position in the global marketplace, especially in Greater Asia.
 
    
    To continue management, while keeping market value in mind, which reflects the
amount of trust given to it by society and shareholders.
   23




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1) Development of DANTOTSU Products
 2
 2) Further Enhancement of Market Position in Greater Asia
  3) Business Expansion in the Entire Value Chain**
   24




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4) Establishment of Flexible Manufacturing Operations
  5) Expansion of Utility Equipment Business and Improvement of Profits
  6) Reinforcement of Industrial Machinery Business
   7) Reduction of Fixed Costs
   25




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*
The KOMATSU Way:
  **
Value Chain
  ***
Integration of Japanese distributors
   Targets for Fiscal Year Ending March 31, 2010Operating income ratio
    
    15% or aboveROE (Return on Equity) 1)
    
    Keeping 20% levelNet debt-to-equity Ratio 2)
    
    0.2 or below
 Notes:1) ROE =
    Net income for the fiscal year/ [(shareholders equity at the beginning of
the fiscal year + shareholders equity at the end of the fiscal year)/2]2) Net debt-to-equity
ratio = (interest-bearing debt - cash and cash equivalents - time
deposits)/shareholders equity Premises
 Fiscal Year 2010Guideline on net sales
    
    ¥2,400 billion (+/- ¥100 billion)Guideline on exchange rates
    
    ¥110/1USD, ¥145/1EUR
   26




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2
 
 C. Organizational Structure
  Ownership Interest(proportion of votingCountry of
    

power held)Name
    
    Incorporation
    

(%)Komatsu Utility Co., Ltd.
    
    Japan
    
    
    100.0Komatsu Castex Ltd.
    
    Japan
    
    
    100.0Komatsu Tokyo Ltd.
    
    Japan
    
    
    100.0Komatsu Kinki Ltd.
    
    Japan
    
    
    100.0Komatsu Nishi-Nihon Ltd.
    
    Japan
    
    
    100.0Komatsu Used Equipment Corp.
    
    Japan
    
    
    100.0Komatsu Rental Japan Ltd.
    
    Japan
    
    
    79.0BIGRENTAL Co., Ltd.
    
    Japan
    
    
    79.0Komatsu Logistics Corp.
    
    Japan
    
    
    100.0Komatsu Industries Corporation
    
    Japan
    
    
    100.0Komatsu Machinery Corporation
    
    Japan
    
    
    100.0Komatsu NTC Ltd.
    
    Japan
    
    
    100.0Komatsu Business Support Ltd.
    
    Japan
    
    
    100.0Komatsu America Corp.
    
    U.S.A.
    
    
    100.0Komatsu Latin-America Corp.
    
    U.S.A.
    
    
    100.0Komatsu do Brasil Ltda.
    
    Brazil
    
    
    100.0Komatsu Cummins Chile Ltda.
    
    Chile
    
    
    81.8Komatsu Financial Limited Partnership
    
    U.S.A.
    
    
    100.0Komatsu Europe International N.V.
    
    Belgium
    
    
    100.0Komatsu UK Ltd.
    
    U.K.
    
    
    100.0Komatsu Hanomag GmbH
    
    Germany
    
    
    100.0Komatsu Mining Germany GmbH
    
    Germany
    
    
    100.0
  27




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Ownership Interest(proportion of votingCountry of
    
    power held)Name
    
    Incorporation
    

(%)Komatsu Deutschland GmbH
    
    Germany
    
    
    100.0Komatsu France S.A.
    
    France
    
    
    100.0Komatsu Utility Europe S.p.A.
    
    Italy
    
    
    100.0Komatsu Italia S.p.A.
    
    Italy
    
    
    100.0Komatsu Forest AB
    
    Sweden
    
    
    100.0Komatsu CIS LLC
    
    Russia
    
    
    100.0Komatsu Financial Europe N.V.
    
    Belgium
    
    
    100.0Komatsu Southern Africa (Pty) Ltd.
    
    South Africa
    
    
    80.0Komatsu Asia & Pacific Pte Ltd.
    
    Singapore
    
    
    100.0PT Komatsu Indonesia
    
    Indonesia
    
    
    94.9Bangkok Komatsu Co., Ltd.
    
    Thailand
    
    
    74.8Komatsu Australia Pty. Ltd.
    
    Australia
    
    
    60.0Komatsu (China) Ltd.
    
    China
    
    
    100.0Komatsu (Changzhou) Construction Machinery Corp.
    
    China
    
    
    85.0Komatsu Shantui Construction Machinery Co., Ltd.
    
    China
    
    
    60.0Komatsu Financial Leasing China Ltd.
    
    China
    
    
    100.0
 Notes:1)
    Proportion of ownership interest includes indirect ownership.2)
    Komatsu America Corp. is the only subsidiary of the Company that is a
significant subsidiary as defined in Rule 1-02 (w) of Regulation S-X. 
 D. Property, Plants and Equipment
    28




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##### Table of Contents



Floor SpaceThousand
    
    ThousandName and Location
    
    sq. meter
    
    sq. ft
    
    Principal productsJapan:Awazu Plant 
Komatsu, Ishikawa
    
    
    233
    
    
    
    2,508
    
    
    Small- and medium-sized hydraulic
excavators, small- and medium-sized
wheel loaders, small- and
medium-sized bulldozers, motor
gradersKomatsu Plant 1) 
Komatsu, Ishikawa
    
    
    44
    
    
    
    474
    
    
    Large pressesKanazawa Plant 
Kanazawa, Ishikawa
    
    
    38
    
    
    
    409
    
    
    Super-large excavators, large pressesOsaka Plant 
Hirakata, Osaka
    
    
    157
    
    
    
    1,690
    
    
    Medium- and large-sized hydraulic
excavators, large bulldozers,
recycling equipmentsOyama Plant 2) 
Oyama, Tochigi
    
    
    201
    
    
    
    2,164
    
    
    Diesel engines, hydraulic equipmentMooka Plant 1) 
Mooka, Tochigi
    
    
    83
    
    
    
    893
    
    
    Dump trucks, articulated dump trucksIbaraki Plant 
Hitachinaka, Ibaraki
    
    
    45
    
    
    
    484
    
    
    Large wheel loaders, dump trucksKoriyama Plant 
Koriyama, Fukushima
    
    
    30
    
    
    
    323
    
    
    Hydraulic equipmentKomatsu Utility Co., Ltd.
Oyama, Tochigi
    
    
    75
    
    
    
    807
    
    
    Forklift trucks, mini excavators,
mini wheel loadersKomatsu Castex Ltd.
Himi, Toyama
    
    
    69
    
    
    
    743
    
    
    Steel castings, iron castings,
pattern for castingKomatsu NTC Ltd.Nanto, Toyama
    
    
    68
    
    
    
    732
    
    
    Transfer machines, machining
centers, laser cutting machines,
grinding machinesYokosuka, Kanagawa 1)
    
    
    9
    
    
    
    97
    
    
    Semiconductor manufacturing equipmentThe AmericasKomatsu America Corp.Tennessee, U.S.A.
    
    
    31
    
    
    
    334
    
    
    Medium-sized hydraulic excavators,
articulated dump trucksQuebec, Canada 1)
    
    
    14
    
    
    
    151
    
    
    Small- and medium-sized wheel loadersSouth Carolina, U.S.A.
    
    
    18
    
    
    
    194
    
    
    Backhoe loaders, skid steer loadersIllinois, U.S.A.
    
    
    62
    
    
    
    667
    
    
    Large dump trucksHensley Industries, Inc.
Texas, U.S.A.
    
    
    18
    
    
    
    194
    
    
    Buckets, teeth, edges, adaptersKomatsu do Brasil Ltda.
São Paulo, Brazil
    
    
    68
    
    
    
    732
    
    
    Medium-sized hydraulic excavators,
small- and medium-sized wheel
loaders, medium-sized bulldozers,
motor graders
  29




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##### Table of Contents



Floor SpaceThousand
    
    ThousandName and Location
    
    sq. meter
    
    sq. ft
    
    Principal productsEuropeKomatsu UK Ltd.
Birtley, UK
    
    
    60
    
    
    
    646
    
    
    Medium- and large-sized hydraulic
excavatorsKomatsu Hanomag GmbH
Hannover, Germany
    
    
    77
    
    
    
    829
    
    
    Wheeled hydraulic excavators, small-
and medium-sized wheel loaders, mini
wheel loadersKomatsu Forest AB
Umea, Sweden
    
    
    14
    
    
    
    151
    
    
    Forestry equipment (wheel type)Komatsu Mining Germany GmbH
Düsseldorf, Germany
    
    
    23
    
    
    
    248
    
    
    Super-large hydraulic excavatorsKomatsu Utility Europe S.p.A.
Este, Italy
    
    
    43
    
    
    
    463
    
    
    Mini excavators, backhoe loaders,
skid steer loadersAsia (excluding Japan) and OceaniaPT Komatsu Indonesia
Jakarta, Indonesia
    
    
    89
    
    
    
    958
    
    
    Medium-sized hydraulic excavators,
small- and medium-sized bulldozers,
motor graders, dump trucks and
hydraulic equipmentPT Komatsu Undercarriage Indonesia

Bekasi, Indonesia
    
    
    12
    
    
    
    129
    
    
    Undercarriage components and spare
partsKomatsu (Changzhou) Construction
Machinery Corporation
Jiangsu, China
    
    
    16
    
    
    
    172
    
    
    Medium-sized hydraulic excavators,
medium-sized wheel loaders, dump
trucksKomatsu Shantui Construction
Machinery Co., Ltd.
Shandong, China
    
    
    63
    
    
    
    678
    
    
    Small- and medium-sized hydraulic
excavatorsBangkok Komatsu Co., Ltd.
Chonburi, Thailand
    
    
    24
    
    
    
    258
    
    
    Medium-sized hydraulic excavators,
wheel loaders and backhoe loaders
 Notes:
 1)
    
    The manufacturing operations at the following plants are expected to
be transferred to other plants during the fiscal year ending March 31, 2010 in
connection with Komatsus structural reforms:
 (i)
    
    The manufacturing operation of the Komatsu Plant is expected
to be transferred to the Kanazawa Plant.(ii)
    
    The manufacturing operation of the Mooka Plant is expected to
be transferred to the Ibaraki, Awazu and Oyama Plants.(iii)
    
    The manufacturing operation of Komatsu NTC Technical Center
in Yokosuka, Kanagawa is expected to be transferred to the Toyama area.(iv)
    
    The manufacturing operation of Komatsu America Corp.s plant
located in Quebec, Canada is expected to be transferred to a plant located in
South Carolina. 2)
    
    Komatsu Cummins Engine Co., Ltd. and a portion of Komatsu Castex Ltd.
are located at the Oyama Plant.
  30




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Approximate expectedcapital investment amountin the fiscal year endingMarch 31, 2010
    
    
    Principal investmentOperating Segment
    
    (Millions of Yen)
    
    
    objectives
    
    Sources of fundingConstruction, Mining and Utility Equipment
    
    
    86,400
    
    
    To reorganize production and to develop and manufacture new products, etc.
    
    Funds on hand, bank borrowings, etc.Industrial Machinery and Others
    
    
    3,200
    
    
    To renew obsolete equipment and to streamline production, etc.
    
    Funds on hand, bank borrowings, etc.Total
    
    
    89,600
   
 Item 4A.
Unresolved Staff Comments
   31




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Item 5. Operating and Financial Review and Prospects
 
 A. Operating Results
 Overview
  Komatsus Business
      32




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General Overview
     33




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34




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Summary of Operating Results
      Key Management Indices
   35




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Results for Fiscal Year Ended March 31,
    
    
    Percentage ChangeManagement Indices
    
    2009
    
    
    2008
    
    
    2009 vs. 2008Net Sales
    
    ¥2,021,743 million
    
    
    ¥2,243,023 million
    
    
    
    -9.9
    %Segment Profit 1)
    
    ¥188,658 million
    
    
    ¥334,586 million
    
    
    
    -43.6
    %Operating Income
    
    ¥151,948 million
    
    
    ¥332,850 million
    
    
    
    -54.3
    %Operating Income Ratio 2)
    
    
    7.5
    %
    
    
    14.8
    %
    
    -7.3 pointsROE 3)
    
    
    9.3
    %
    
    
    25.1
    %
    
    -15.8 pointsNet DER 4)
    
    
    0.62
    
    
    
    0.39
    
    
    
    0.23
  1)
    
    Segment Profit = Net Sales  {(Cost of Sales) + (Selling, General and
Administrative Expenses)} Segment Profit is determined in a manner that is consistent with Japanese accounting
principles.2)
    
    Operating Income Ratio = Operating Income/Net Sales3)
    
    ROE = Net Income for the fiscal year/{(Shareholders Equity at the beginning of the
fiscal year) + (Shareholders Equity at the end of the fiscal year)/2}4)
    
    Net DER = (Interest-bearing Debt  Cash and Cash
Equivalents  time
deposits)/Shareholders Equity Net Sales
   36




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Segment Profit
  Operating Income, Operating Income Ratio
    37




---



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ROE
  Net DER
   Critical Accounting Policies
    38




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39




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40




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41




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Pension obligations
    
    
    Net periodic pension costsChange in assumption
    
    (Billions of Yen)
    
    
    (Billions of Yen)0.5% increase/ decrease in
discount rate
    
    
    -11.2 /+12.1
    
    
    
    -0.9 /+1.00.5% increase/ decrease in
expected long-term rate
of return
    
    
    
    
    
    
    -0.6 / +0.6
   Recent Accounting Standards Not Yet Adopted
   42




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43




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Comparison of the Fiscal Years ended March 31, 2009 and 2008
  Consolidated Statements of Income
 Percentage
    
    
    Millions ofMillions of Yen
    
    
    Change
    
    
    U.S. dollarsFiscal Years Ended March 31,
    
    
    2009 vs.2009
    
    
    2008
    
    
    2008
    
    
    2009Net sales
    
    ¥
    2,021,743
    
    
    
    100.0
    %
    
    ¥
    2,243,023
    
    
    
    100.0
    %
    
    
    -9.9
    %
    
    $
    20,422Cost of sales
    
    
    1,510,408
    
    
    
    74.7
    %
    
    
    1,590,963
    
    
    
    70.9
    %
    
    
    -5.1
    %
    
    
    15,257Selling, general and administrative expenses
    
    
    322,677
    
    
    
    16.0
    %
    
    
    317,474
    
    
    
    14.2
    %
    
    
    1.6
    %
    
    
    3,259Impairment loss on long-lived assets
    
    
    16,414
    
    
    
    0.8
    %
    
    
    2,447
    
    
    
    0.1
    %
    
    
    570.8
    %
    
    
    166Impairment loss on goodwill
    
    
    2,003
    
    
    
    0.1
    %
    
    
    2,870
    
    
    
    0.1
    %
    
    
    -30.2
    %
    
    
    20Other operating income (expenses)
    
    
    (18,293
    )
    
    
    -0.9
    %
    
    
    3,581
    
    
    
    0.1
    %
    
    
    -610.8
    %
    
    
    (185
    )Operating income
    
    
    151,948
    
    
    
    7.5
    %
    
    
    332,850
    
    
    
    14.8
    %
    
    
    -54.3
    %
    
    
    1,535Other income (expenses)
    
    
    (23,166
    )
    
    
    
    
    
    
    (10,640
    )
    
    
    
    
    
    
    117.7
    %
    
    
    (234
    )Interest and dividend income
    
    
    8,621
    
    
    
    
    
    
    
    10,265
    
    
    
    
    
    
    
    -16.0
    %
    
    
    87Interest expense
    
    
    (14,576
    )
    
    
    
    
    
    
    (16,699
    )
    
    
    
    
    
    
    -12.7
    %
    
    
    (147
    )Other-net
    
    
    (17,211
    )
    
    
    
    
    
    
    (4,206
    )
    
    
    
    
    
    
    
    
    
    
    (174
    )Income from continuing operations before income taxes, minority
interests and equity in earnings of affiliated companies
    
    
    128,782
    
    
    
    6.4
    %
    
    
    322,210
    
    
    
    14.4
    %
    
    
    -60.0
    %
    
    
    1,301Income taxesCurrent
    
    
    60,511
    
    
    
    
    
    
    
    104,142
    
    
    
    
    
    
    
    
    
    
    
    611Deferred
    
    
    (18,218
    )
    
    
    
    
    
    
    11,652
    
    
    
    
    
    
    
    
    
    
    
    (184
    )Total
    
    
    42,293
    
    
    
    2.1
    %
    
    
    115,794
    
    
    
    5.2
    %
    
    
    -63.5
    %
    
    
    427
  44




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Percentage
    
    
    Millions ofMillions of Yen
    
    
    Change
    
    
    U.S. dollarsFiscal Years Ended March 31,
    
    
    2009 vs.2009
    
    
    2008
    
    
    2008
    
    
    2009Income from continuing operations before minority interests and
equity in earnings of affiliated companies
    
    
    86,489
    
    
    
    4.3
    %
    
    
    206,416
    
    
    
    9.2
    %
    
    
    -58.1
    %
    
    
    874Minority interests in income of consolidated subsidiaries
    
    
    (8,088
    )
    
    
    -0.4
    %
    
    
    (9,435
    )
    
    
    
    
    
    
    
    
    
    
    (82
    )Equity in earnings of affiliated companies
    
    
    396
    
    
    
    0.0
    %
    
    
    6,845
    
    
    
    
    
    
    
    
    
    
    
    4Income from continuing operations
    
    
    78,797
    
    
    
    3.9
    %
    
    
    203,826
    
    
    
    9.1
    %
    
    
    -61.3
    %
    
    
    796Income from discontinued operations less applicable income taxes
    
    
    
    
    
    
    
    
    
    
    4,967
    
    
    
    0.2
    %
    
    
    -100.0
    %
    
    
    Net income
    
    ¥
    78,797
    
    
    
    3.9
    %
    
    ¥
    208,793
    
    
    
    9.3
    %
    
    
    -62.3
    %
    
    $
    796Yen
    
    U.S. centsPer share dataIncome from continuing operations:Basic
    
    ¥
    79.95
    
    
    
    
    
    
    ¥
    204.88
    
    
    
    
    
    
    
    
    
    
    ¢
    80.76Diluted
    
    
    79.89
    
    
    
    
    
    
    
    204.61
    
    
    
    
    
    
    
    
    
    
    
    80.70Income from discontinued operations:Basic
    
    
    
    
    
    
    
    
    
    
    4.99
    
    
    
    
    
    
    
    
    
    
    
    Diluted
    
    
    
    
    
    
    
    
    
    
    4.98
    
    
    
    
    
    
    
    
    
    
    
    Net income:Basic
    
    
    79.95
    
    
    
    
    
    
    
    209.87
    
    
    
    
    
    
    
    
    
    
    
    80.76Diluted
    
    
    79.89
    
    
    
    
    
    
    
    209.59
    
    
    
    
    
    
    
    
    
    
    
    80.70Cash dividends per share
    
    ¥
    44.00
    
    
    
    
    
    
    ¥
    38.00
    
    
    
    
    
    
    
    
    
    
    ¢
    44.44
 Percentage
    
    
    Millions ofMillions of Yen
    
    
    change
    
    
    U.S. dollarsFiscal Years Ended March 31,
    
    
    2009 vs.2009
    
    
    2008
    
    
    2008
    
    
    2009Segment profit
    
    
    188,658
    
    
    
    9.3
    %
    
    
    334,586
    
    
    
    14.9
    %
    
    
    -43.6
    %
    
    $
    1,906
 Notes:1)
    
    In the fiscal year ended March 31, 2008, Komatsu sold the OPE business of Komatsu
Zenoah Co. and its subsidiaries. As a result, operating results and the gain recognized
on the sale of the OPE business of Komatsu Zenoah Co. and its subsidiaries are presented
as Income from discontinued operations less applicable income taxes for the fiscal year
ended March 31, 2008.2)
    
    Segment profit is determined in a manner that is consistent with Japanese
accounting principles. Segment profit is obtained by subtracting cost of sales and
selling, general and administrative expenses from net sales.  45




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Net Sales
     46




---



##### Table of Contents



Cost of Sales
  Selling, General and Administrative Expenses
  Impairment loss on long-lived assets
  Impairment loss on goodwill
  Other Operating Income (Expenses)
   47




---



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Operating Income
   Other Income (Expenses)
   48




---



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Income from Continuing Operations Before Income Taxes, Minority Interests and Equity in Earnings of
Affiliated Companies
  Total Income Taxes
   Income from Continuing Operations Before Minority Interests and Equity in Earnings of Affiliated
Companies
  Minority Interests in Income of Consolidated Subsidiaries
   49




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Equity in Earnings of Affiliated Companies
  Income from Continuing Operations
  Income from Discontinued Operations Less Applicable Income Taxes
  Net Income
   50




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Segment Profit
     51




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Performance by Operating Segments
  Performance by Operating Segments
 Percentage
    
    
    Millions ofMillions of Yen
    
    
    Change
    
    
    U.S. dollarsFiscal Years Ended March 31,
    
    
    2009 vs.2009
    
    
    2008
    
    
    2008
    
    
    2009Net sales:Construction, Mining and Utility EquipmentCustomers
    
    ¥
    1,744,733
    
    
    ¥
    2,048,711
    
    
    
    -14.8
    %
    
    $
    17,624Japan
    
    
    309,895
    
    
    
    370,744
    
    
    
    -16.4
    %
    
    
    3,130Americas
    
    
    462,405
    
    
    
    510,552
    
    
    
    -9.4
    %
    
    
    4,671Europe and CIS
    
    
    273,259
    
    
    
    427,029
    
    
    
    -36.0
    %
    
    
    2,760China
    
    
    179,221
    
    
    
    181,468
    
    
    
    -1.2
    %
    
    
    1,810Asia (excluding
Japan, China) and
Oceania
    
    
    309,721
    
    
    
    328,725
    
    
    
    -5.8
    %
    
    
    3,128Middle East and Africa
    
    
    210,232
    
    
    
    230,193
    
    
    
    -8.7
    %
    
    
    2,124Intersegment
    
    
    4,653
    
    
    
    6,127
    
    
    
    -24.1
    %
    
    
    47Total
    
    
    1,749,386
    
    
    
    2,054,838
    
    
    
    -14.9
    %
    
    
    17,671Industrial Machinery and OthersCustomers
    
    
    277,010
    
    
    
    194,312
    
    
    
    42.6
    %
    
    
    2,798Intersegment
    
    
    26,389
    
    
    
    23,376
    
    
    
    12.9
    %
    
    
    267Total
    
    
    303,399
    
    
    
    217,688
    
    
    
    39.4
    %
    
    
    3,065Elimination
    
    
    (31,042
    )
    
    
    (29,503
    )
    
    
    5.2
    %
    
    
    (314
    )Consolidated Net Sales
    
    ¥
    2,021,743
    
    
    ¥
    2,243,023
    
    
    
    -9.9
    %
    
    $
    20,422Segment Profit:Construction, Mining and Utility Equipment
    
    ¥
    180,455
    
    
    ¥
    317,895
    
    
    
    -43.2
    %
    
    $
    1,823Industrial Machinery and Others
    
    
    12,891
    
    
    
    19,947
    
    
    
    -35.4
    %
    
    
    130Total
    
    
    193,346
    
    
    
    337,842
    
    
    
    -42.8
    %
    
    
    1,953Corporate expenses and elimination
    
    
    (4,688
    )
    
    
    (3,256
    )
    
    
    44.0
    %
    
    
    (47
    )Consolidated Segment Profit
    
    ¥
    188,658
    
    
    ¥
    334,586
    
    
    
    -43.6
    %
    
    $
    1,906
 Notes:1)
    
    Transfers between segments are made at estimated arms-length prices.  52




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2)
    
    Starting with the fiscal year ended March 31, 2009, Komatsu reclassified the
forklift truck business of Komatsu Utility Co., Ltd. and the businesses of Komatsu
Logistics Corp. (both of which were formerly in the Industrial Machinery, Vehicles and
Others operating segment) so that such businesses are part of Komatsus construction and
mining equipment business, and accordingly, changed its operating segments by renaming
the Construction and Mining Equipment operating segment as the Construction, Mining and
Utility Equipment operating segment and the Industrial Machinery, Vehicles and Others
operating segment as the Industrial Machinery and Others operating segment. As a result
of this reclassification, the financial data for the fiscal year ended March 31, 2008 in
the above table have been retrospectively reclassified using the new operating segments.3)
    
    Segment profit is determined in a manner that is consistent with Japanese
accounting principles. Segment profit is obtained by subtracting cost of sales and
selling, general and administrative expenses from net sales. Construction, Mining and Utility Equipment
 Net sales
     53




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54




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Segment Profit
   55




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Industrial Machinery and Others
 Net Sales
  Segment Profit
   56




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##### Table of Contents



Performance by Geographic Segments (based on the geographic origin of the seller)
  Performance by Geographic Segments
 Percentage
    
    
    Millions ofMillions of Yen
    
    
    Change
    
    
    U.S. dollarsFiscal Years Ended March 31,
    
    
    2009 vs.2009
    
    
    2008
    
    
    2008
    
    
    2009Net sales:Japan
    
    ¥
    1,212,449
    
    
    ¥
    1,292,314
    
    
    
    -6.2
    %
    
    $
    12,247Americas
    
    
    511,821
    
    
    
    567,243
    
    
    
    -9.8
    %
    
    
    5,170Europe and CIS
    
    
    294,398
    
    
    
    452,222
    
    
    
    -34.9
    %
    
    
    2,974Others
    
    
    481,250
    
    
    
    517,887
    
    
    
    -7.1
    %
    
    
    4,861Elimination
    
    
    (478,175
    )
    
    
    (586,643
    )
    
    
    -18.5
    %
    
    
    (4,830
    )Consolidated
    
    ¥
    2,021,743
    
    
    ¥
    2,243,023
    
    
    
    -9.9
    %
    
    $
    20,422Segment Profit (loss):Japan
    
    ¥
    37,876
    
    
    ¥
    173,063
    
    
    
    -78.1
    %
    
    $
    383Americas
    
    
    52,133
    
    
    
    56,667
    
    
    
    -8.0
    %
    
    
    527Europe and CIS
    
    
    22,279
    
    
    
    44,088
    
    
    
    -49.5
    %
    
    
    225Others
    
    
    61,008
    
    
    
    68,204
    
    
    
    -10.6
    %
    
    
    616Corporate and
elimination
    
    
    15,362
    
    
    
    (7,436
    )
    
    
    -306.6
    %
    
    
    155Consolidated
    
    ¥
    188,658
    
    
    ¥
    334,586
    
    
    
    -43.6
    %
    
    $
    1,906
 Note:
    
    Segment profit is determined in a manner that is consistent with Japanese
accounting principles. Segment profit is obtained by subtracting cost of sales and
selling, general and administrative expenses from net sales. Japan
 Net Sales
   57




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Segment Profit
  Americas
 Net Sales
  Segment Profit
   58




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Europe and CIS
 Net Sales
  Segment Profit
  Others
 Net Sales
  Segment Profit
   59




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Comparison of the Fiscal Years ended March 31, 2008 and 2007
  Consolidated Statements of Income
 PercentageMillions of Yen
    
    
    changeFiscal Years Ended March 31,
    
    
    2008 vs.2008
    
    
    2007
    
    
    2007Net sales
    
    ¥
    2,243,023
    
    
    
    100.0
    %
    
    ¥
    1,893,343
    
    
    
    100.0
    %
    
    
    18.5
    %Cost of sales
    
    
    1,590,963
    
    
    
    70.9
    %
    
    
    1,356,511
    
    
    
    71.6
    %
    
    
    17.3
    %Selling, general and administrative
expenses
    
    
    317,474
    
    
    
    14.2
    %
    
    
    287,086
    
    
    
    15.2
    %
    
    
    10.6
    %Impairment loss on long-lived assets
held for use
    
    
    2,447
    
    
    
    0.1
    %
    
    
    81
    
    
    
    0.0
    %Impairment loss on goodwill
    
    
    2,870
    
    
    
    0.1
    %
    
    
    
    
    
    
    
    
    
    
    Other operating income (expenses)
    
    
    3,581
    
    
    
    0.1
    %
    
    
    (4,924
    )
    
    
    -0.3
    %
    
    
    -172.7
    %Operating income
    
    
    332,850
    
    
    
    14.8
    %
    
    
    244,741
    
    
    
    12.9
    %
    
    
    36.0
    %Other income (expenses)
    
    
    (10,640
    )
    
    
    
    
    
    
    (8,250
    )
    
    
    
    
    
    
    29.0
    %Interest and
dividend income
    
    
    10,265
    
    
    
    
    
    
    
    8,532
    
    
    
    
    
    
    
    20.3
    %Interest expense
    
    
    (16,699
    )
    
    
    
    
    
    
    (15,485
    )
    
    
    
    
    
    
    7.8
    %Other-net
    
    
    (4,206
    )
    
    
    
    
    
    
    (1,297
    )Income from continuing operations
before income taxes, minority
interests and equity in earnings of
affiliated companies
    
    
    322,210
    
    
    
    14.4
    %
    
    
    236,491
    
    
    
    12.5
    %
    
    
    36.2
    %Income taxesCurrent
    
    
    104,142
    
    
    
    
    
    
    
    76,102Deferred
    
    
    11,652
    
    
    
    
    
    
    
    3,643Total
    
    
    115,794
    
    
    
    5.2
    %
    
    
    79,745
    
    
    
    4.2
    %
    
    
    45.2
    %
  60




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PercentageMillions of Yen
    
    
    changeFiscal Years Ended March 31,
    
    
    2008 vs.2008
    
    
    2007
    
    
    2007Income from continuing operations
before minority interests and equity
in earnings of affiliated companies
    
    
    206,416
    
    
    
    9.2
    %
    
    
    156,746
    
    
    
    8.3
    %
    
    
    31.7
    %Minority interests in income of
consolidated subsidiaries
    
    
    (9,435
    )
    
    
    
    
    
    
    (6,580
    )Equity in earnings of affiliated
companies
    
    
    6,845
    
    
    
    
    
    
    
    3,098Income from continuing operations
    
    
    203,826
    
    
    
    9.1
    %
    
    
    153,264
    
    
    
    8.1
    %
    
    
    33.0
    %Income from discontinued operations
less applicable income taxes
    
    
    4,967
    
    
    
    0.2
    %
    
    
    11,374
    
    
    
    0.6
    %
    
    
    -56.3
    %Net income
    
    ¥
    208,793
    
    
    
    9.3
    %
    
    ¥
    164,638
    
    
    
    8.7
    %
    
    
    26.8
    %YenPer share dataIncome from continuing operations:Basic
    
    ¥
    204.88
    
    
    
    
    
    
    ¥
    154.25Diluted
    
    
    204.61
    
    
    
    
    
    
    
    153.97Income from discontinued operations:Basic
    
    
    4.99
    
    
    
    
    
    
    
    11.45Diluted
    
    
    4.98
    
    
    
    
    
    
    
    11.43Net income:Basic
    
    
    209.87
    
    
    
    
    
    
    
    165.70Diluted
    
    
    209.59
    
    
    
    
    
    
    
    165.40Cash dividends per share
    
    ¥
    38.00
    
    
    
    
    
    
    ¥
    23.00
 PercentageMillions of Yen
    
    
    changeFiscal Years Ended March 31,
    
    
    2008 vs.2008
    
    
    2007
    
    
    2007Segment profit
    
    
    334,586
    
    
    
    14.9
    %
    
    
    249,746
    
    
    
    13.2
    %
    
    
    34.0
    %
 Notes:1)
    In the fiscal year ended March 31, 2007, Komatsu disposed of its majority interest
in KEM. In the fiscal year ended March 31, 2008, Komatsu sold the OPE business of Komatsu
Zenoah Co. and its subsidiaries. As a result, operating results and the gain recognized
on the sale of KEM and its subsidiaries as well as the OPE business of Komatsu Zenoah Co.
and its subsidiaries are presented as Income from discontinued operations less
applicable income taxes.2)
    Segment profit is determined in a manner that is consistent with Japanese
accounting principles. Segment profit is obtained by subtracting cost of sales and
selling, general and administrative expenses from net sales.  61




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Net Sales
    Cost of Sales
   62




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Selling, General and Administrative Expenses
  Impairment loss on long-lived assets held for use
  Impairment loss on goodwill
  Operating Income
   63




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Other Income (Expenses)
  Income from Continuing Operations Before Income Taxes, Minority Interests and Equity in Earnings of
Affiliated Companies
  Total Income Taxes
  Income from Continuing Operations Before Minority Interests and Equity in Earnings of Affiliated
Companies
   64




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Minority Interests in Income of Consolidated Subsidiaries
  Equity in Earnings of Affiliated Companies
  Income from Continuing Operations
  Income from Discontinued Operations Less Applicable Income Taxes
   65




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Net Income
  Segment Profit
   66




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Performance by Operating Segments
  Performance by Operating Segments
 PercentageMillions of Yen
    
    

    ChangeFiscal Years Ended March 31,
    
    

    2008 vs.2008
    
    
    2007
    
    
    2007Net sales:Construction, Mining and Utility EquipmentCustomers
    
    ¥
    2,048,711
    
    
    ¥
    1,711,275
    
    
    
    19.7
    %Japan
    
    
    370,744
    
    
    
    367,091
    
    
    
    1.0
    %Americas
    
    
    510,552
    
    
    
    510,030
    
    
    
    0.1
    %Europe and CIS
    
    
    427,029
    
    
    
    320,849
    
    
    
    33.1
    %China
    
    
    181,468
    
    
    
    112,570
    
    
    
    61.2
    %Asia (excluding
Japan, China) and
Oceania
    
    
    328,725
    
    
    
    238,848
    
    
    
    37.6
    %Middle East and Africa
    
    
    230,193
    
    
    
    161,887
    
    
    
    42.2
    %Intersegment
    
    
    6,127
    
    
    
    7,821
    
    
    
    -21.7
    %Total
    
    
    2,054,838
    
    
    
    1,719,096
    
    
    
    19.5
    %Industrial Machinery and OthersCustomers
    
    
    194,312
    
    
    
    182,068
    
    
    
    6.7
    %Intersegment
    
    
    23,376
    
    
    
    22,385
    
    
    
    4.4
    %Total
    
    
    217,688
    
    
    
    204,453
    
    
    
    6.5
    %Elimination
    
    
    (29,503
    )
    
    
    (30,206
    )
    
    
    2.3
    %Consolidated Net Sales
    
    ¥
    2,243,023
    
    
    ¥
    1,893,343
    
    
    
    18.5
    %Segment Profit:Construction, Mining and Utility Equipment
    
    ¥
    317,895
    
    
    ¥
    232,653
    
    
    
    36.6
    %Industrial Machinery and Others
    
    
    19,947
    
    
    
    20,399
    
    
    
    -2.2
    %Total
    
    
    337,842
    
    
    
    253,052
    
    
    
    33.5
    %Corporate expenses and elimination
    
    
    (3,256
    )
    
    
    (3,306
    )
    
    
    1.5
    %Consolidated Segment Profit
    
    ¥
    334,586
    
    
    ¥
    249,746
    
    
    
    34.0
    %
 Notes:1)
    
    Transfers between segments are made at estimated arms-length prices.  67




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2)
    
    Starting with the fiscal year ended March 31, 2009, Komatsu reclassified the
forklift truck business of Komatsu Utility Co., Ltd. and the businesses of Komatsu
Logistics Corp. (both of which were formerly in the Industrial Machinery, Vehicles and
Others operating segment) so that such businesses are part of Komatsus construction and
mining equipment business, and accordingly, changed its operating segments by renaming
the Construction and Mining Equipment operating segment as the Construction, Mining and
Utility Equipment operating segment and the Industrial Machinery, Vehicles and Others
operating segment as the Industrial Machinery and Others operating segment. As a result
of this reclassification, the financial data for the fiscal years ended March 31, 2008
and 2007 in the above table have been retrospectively reclassified using the new
operating segments.3)
    
    Segment profit is determined in a manner that is consistent with Japanese
accounting principles. Segment profit is obtained by subtracting cost of sales and
selling, general and administrative expenses from net sales. Construction, Mining and Utility Equipment
 Net sales
    68




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69




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70




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Segment Profit
  Industrial Machinery and Others
 Net Sales
  Segment Profit
   71




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Performance by Geographic Segments (based on the geographic origin of the seller)
  Performance by Geographic Segments
 PercentageMillions of Yen
    
    

    ChangeFiscal Years Ended March 31,
    
    

    2008 vs.2008
    
    
    2007
    
    
    2007Net sales:Japan
    
    ¥
    1,292,314
    
    
    ¥
    1,135,567
    
    
    
    13.8
    %Americas
    
    
    567,243
    
    
    
    566,013
    
    
    
    0.2
    %Europe and CIS
    
    
    452,222
    
    
    
    332,959
    
    
    
    35.8
    %Others
    
    
    517,887
    
    
    
    348,514
    
    
    
    48.6
    %Elimination
    
    
    (586,643
    )
    
    
    (489,710
    )
    
    
    19.8
    %Consolidated
    
    ¥
    2,243,023
    
    
    ¥
    1,893,343
    
    
    
    18.5
    %Segment Profit (loss):Japan
    
    ¥
    173,063
    
    
    ¥
    140,193
    
    
    
    23.4
    %Americas
    
    
    56,667
    
    
    
    51,842
    
    
    
    9.3
    %Europe and CIS
    
    
    44,088
    
    
    
    32,104
    
    
    
    37.3
    %Others
    
    
    68,204
    
    
    
    38,033
    
    
    
    79.3
    %Corporate and
elimination
    
    
    (7,436
    )
    
    
    (12,426
    )
    
    
    -40.2
    %Consolidated
    
    ¥
    334,586
    
    
    ¥
    249,746
    
    
    
    34.0
    %
 Note:
    
    Segment profit is determined in a manner that is consistent with Japanese
accounting principles. Segment profit is obtained by subtracting cost of sales and
selling, general and administrative expenses from net sales.  72




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Japan
 Net Sales
  Segment Profit
  Americas
 Net Sales
  Segment Profit
  Europe and CIS
 Net Sales
   73




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Segment Profit
  Others
 Net Sales
  Segment Profit
  Discontinued Operations
   74




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Millions of yen2008
    
    
    2007Net sales
    
    ¥
    
    
    
    ¥
    63,416Income before income taxes, minority
interests and equity in earnings of
affiliated companies (including gain on
sale of the OPE business of Komatsu
Zenoah Co. of ¥8,331 million in 2008 and
gain on sale of KEMs shares of
¥18,769 million in 2007)
    
    
    8,331
    
    
    
    29,544Income taxes
    
    
    3,364
    
    
    
    14,566Minority interests in income of
consolidated subsidiaries
    
    
    
    
    
    
    (3,613
    )Equity in earnings of affiliated companies
    
    
    
    
    
    
    9Income from discontinued operations less
applicable income taxes
    
    ¥
    4,967
    
    
    ¥
    11,374
  75




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##### Table of Contents



B. Liquidity and Capital Resources
 Cash Flow
  Condensed Consolidated Statements of Cash Flows
 Millions of yen
    
    
    Millions of
U.S. dollarsFiscal Years Ended March 31,2009
    
    
    2008
    
    
    2007
    
    
    2009Net cash provided by operating activities
    
    ¥
    78,775
    
    
    ¥
    160,985
    
    
    ¥
    162,124
    
    
    $
    796Net cash used in investing activities
    
    
    (145,368
    )
    
    
    (128,182
    )
    
    
    (99,620
    )
    
    
    (1,468
    )Net cash provided by (used in) financing activities
    
    
    57,219
    
    
    
    (17,422
    )
    
    
    (41,389
    )
    
    
    578Effect of exchange rate change on cash and cash
equivalents
    
    
    (2,073
    )
    
    
    (5,570
    )
    
    
    1,087
    
    
    
    (21
    )Net increase (decrease) in cash and cash equivalents
    
    
    (11,447
    )
    
    
    9,811
    
    
    
    22,202
    
    
    
    (116
    )Cash and cash equivalents, beginning of year
    
    
    102,010
    
    
    
    92,199
    
    
    
    69,997
    
    
    
    1,030Cash and cash equivalents, end of year
    
    ¥
    90,563
    
    
    ¥
    102,010
    
    
    ¥
    92,199
    
    
    $
    915
         76




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Capital Investment
     77




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Source of Funds and Liquidity Management
     78




---



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Fiscal 2009 Financial Position
        79




---



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Credit Ratings
  
 
 C. Research and Development, Patents and Licenses, etc.
   Millions of yen
    
    
    Millions ofU.S. dollarsFiscal Years Ended March 31,R&D expenses
    
    2009
    
    
    2008
    
    
    2007
    
    
    2009Construction, Mining and
Utility Equipment
    
    ¥
    47,036
    
    
    ¥
    44,036
    
    
    ¥
    39,752
    
    
    $
    475Industrial Machinery and Others
    
    
    6,700
    
    
    
    5,637
    
    
    
    6,554
    
    
    
    68Total
    
    ¥
    53,736
    
    
    ¥
    49,673
    
    
    ¥
    46,306
    
    
    $
    543
 Note:
    
    From the fiscal year ended March 31, 2009, Komatsu reclassified its operating
segments. Accordingly, the financial data for the fiscal years ended March 31, 2008 and
2007 in the above table have been retrospectively adjusted to reflect the reclassification
using the new operating segments.  80




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2 2
  81




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82




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##### Table of Contents



D. Trend Information
 Construction, Mining and Utility Equipment
     Industrial Machinery and Others
   83




---



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Forward looking statements
   
 E. Off-Balance Sheet Arrangements
   Millions of yen
    
    
    Millions ofU.S. dollarsFiscal Years Ended March 31,2009
    
    
    2008
    
    
    2009Trade notes
    
    ¥
    70,807
    
    
    ¥
    101,724
    
    
    $
    715Accounts receivable
    
    
    318,424
    
    
    
    433,370
    
    
    
    3,216Total
    
    
    389,231
    
    
    
    535,094
    
    
    
    3,932Less: allowance
    
    
    (15,330
    )
    
    
    (11,470
    )
    
    
    (155
    )Trade receivables-current
    
    
    373,901
    
    
    
    523,624
    
    
    
    3,777Long-term trade receivables
    
    ¥
    102,969
    
    
    ¥
    89,695
    
    
    $
    1,040
  84




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Millions of yen
    
    
    Millions ofU.S. dollarsFiscal Years Ended March 31,2009
    
    
    2008
    
    
    2009Minimum lease payments receivable
    
    ¥
    111,158
    
    
    ¥
    24,492
    
    
    $
    1,123Unearned income
    
    
    (9,979
    )
    
    
    (2,569
    )
    
    
    (101
    )Net lease receivables
    
    ¥
    101,179
    
    
    ¥
    21,923
    
    
    $
    1,022
     Millions of yen
    
    

Millions
ofU.S. dollarsFiscal Years Ended March 31,2009
    
    
    2008
    
    
    2009Total amount of trade receivables that are
managed and securitized
    
    ¥
    595,968
    
    
    ¥
    791,045
    
    
    $
    6,020Assets transferred
    
    
    (103,768
    )
    
    
    (166,256
    )
    
    
    (1,048
    )Total amount of trade receivables on balance sheet
    
    ¥
    492,200
    
    
    ¥
    624,789
    
    
    $
    4,972
  85




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Fiscal Years Ended March 31,2009
    
    
    2008Weighted-average life
    
    28 months
    
    29 monthsPrepayment speed over the life
    
    
    0.6
    %
    
    
    0.5
    %Expected credit losses over the life
    
    
    2.4
    %
    
    
    0.9
    %
  Commitments and Contingent Liabilities
      86




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Millions of yen
    
    

Millions
ofU.S. dollarsFiscal Years Ended March 31,2009
    
    
    2008
    
    
    2009Balance at beginning of year
    
    ¥
    31,890
    
    
    ¥
    28,999
    
    
    $
    322Addition
    
    
    25,288
    
    
    
    27,879
    
    
    
    255Utilization
    
    
    (26,369
    )
    
    
    (22,933
    )
    
    
    (266
    )Other
    
    
    (2,553
    )
    
    
    (2,055
    )
    
    
    (26
    )Balance at end of year
    
    ¥
    28,256
    
    
    ¥
    31,890
    
    
    $
    285
  87




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##### Table of Contents



F. Tabular Disclosure of Contractual Obligations
  Millions of yenExpected Maturity DateLess than
    
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsShort-term debt obligations
    
    ¥
    219,772
    
    
    ¥
    219,772
    
    
    ¥
    
    
    
    ¥
    
    
    
    ¥
    Long-term debt obligations (excluding
Capital lease obligations)
    
    
    286,055
    
    
    
    60,549
    
    
    
    142,754
    
    
    
    81,192
    
    
    
    1,560Capital (finance) lease obligations
    
    
    86,399
    
    
    
    24,486
    
    
    
    44,393
    
    
    
    16,414
    
    
    
    1,106Operating lease obligations
    
    
    11,468
    
    
    
    3,760
    
    
    
    3,610
    
    
    
    1,415
    
    
    
    2,683Interest on interest-bearing debt
(including Capital lease obligations)
    
    
    18,249
    
    
    
    11,006
    
    
    
    5,780
    
    
    
    1,395
    
    
    
    68Pension and other postretirement obligations
    
    
    4,694
    
    
    
    4,694
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    ¥
    626,637
    
    
    ¥
    324,267
    
    
    ¥
    196,537
    
    
    ¥
    100,416
    
    
    ¥
    5,417
 Millions of U.S. dollarsExpected Maturity DateLess than
    
    
    
    
    
    
    
    
    
    
    More thanTotal
    
    
    1 year
    
    
    1-3 years
    
    
    3-5 years
    
    
    5 yearsShort-term debt obligations
    
    $
    2,220
    
    
    $
    2,220
    
    
    $
    
    
    
    $
    
    
    
    $
    Long-term debt obligations (excluding
Capital lease obligations)
    
    
    2,889
    
    
    
    611
    
    
    
    1,442
    
    
    
    820
    
    
    
    16Capital (finance) lease obligations
    
    
    873
    
    
    
    247
    
    
    
    449
    
    
    
    166
    
    
    
    11Operating lease obligations
    
    
    116
    
    
    
    38
    
    
    
    37
    
    
    
    14
    
    
    
    27Interest on interest-bearing debt
(including Capital lease obligations)
    
    
    184
    
    
    
    111
    
    
    
    58
    
    
    
    14
    
    
    
    1Pension and other postretirement obligations
    
    
    47
    
    
    
    47
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    6,329
    
    
    $
    3,274
    
    
    $
    1,986
    
    
    $
    1,014
    
    
    $
    55
  88




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##### Table of Contents



G. Safe Harbor
   89




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##### Table of Contents



Item 6. Directors, Senior Management and Employees
 
 A. Directors and Senior Management
  Board
of Directors
 Masahiro Sakane
 Date of Birth:
    
    Jan. 7, 1941Director Since:
    
    Jun. 1989Current Positions:
    
    Chairman of the Board and Representative Director (since Jun. 2007)Prior Positions:Jun. 2003
    
    President, Representative Director and Chief Executive OfficerJun. 2001
    
    President and Representative DirectorJun. 1999
    
    Executive Vice President and Representative DirectorJun. 1997
    
    Executive Managing DirectorJun. 1994
    
    Managing DirectorJun. 1989
    
    DirectorJun. 1989
    
    General Manager, Business Development DivisionApr. 1963
    
    Joined the CompanyPrincipal Business Activities outside the Company:Outside Director of Nomura Holdings, Inc.Outside Director of Tokyo Electron Limited
  90




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##### Table of Contents



Kunio Noji*
 Date of Birth:
    
    Nov. 17, 1946Director Since:
    
    Jun. 2001Current Positions:
    
    President, Representative Director and Chief Executive Officer (since Jun. 2007)Prior Positions:Apr. 2003
    
    Director and Senior Executive Officer (Senmu)Jun. 2001
    
    Managing DirectorJun. 2000
    
    Senior Executive Officer (Joumu)Jun. 1999
    
    Executive OfficerJun. 1997
    
    DirectorMar. 1997
    
    General Manager, Information Systems DivisionApr. 1969
    
    Joined the CompanyPrincipal Business Activities outside the Company:None
 Yoshinori Komamura*
 Date of Birth:
    
    Feb. 20, 1948Director Since:
    
    Jun. 2005Current Positions:
    
    Director (since Jun. 2005)Senior Executive Officer (Senmu) (since Apr. 2007)President of Construction and Mining Equipment Marketing Division (since Apr. 2005)Prior Positions:Apr. 2005
    
    Senior Executive Officer (Joumu)Jun. 1999
    
    President and Representative Director of Komatsu Europe International N.V.Apr. 1970
    
    Joined the CompanyPrincipal Business Activities outside the Company:None
 Yasuo Suzuki*
 Date of Birth:
    
    Jan. 28, 1948Director Since:
    
    Jun. 2004Current Positions:
    
    Director (since Jun. 2004)Senior Executive Officer (Senmu) (since Apr. 2007)President of Industrial Machinery Division (since Apr. 2009)In charge of the Ishikawa Prefecture Area (since Apr. 2004)Prior Positions:Apr. 2008
    
    President, Industrial Machinery General HeadquartersApr. 2004
    
    Senior Executive Officer (Joumu)Jun. 2002
    
    Executive OfficerApr. 2002
    
    President, Industry Machinery DivisionApr. 1970
    
    Joined the CompanyPrincipal Business Activities outside the Company:Outside Director of Fuji Technica Inc.
  91




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##### Table of Contents



Kenji Kinoshita*
 Date of Birth:
    
    Oct. 7, 1947Director Since:
    
    Jun. 2007Current Positions:
    
    Director (since Jun. 2007)Chief Financial Officer (CFO) (since Jun. 2001)Senior Executive Officer (Senmu) (since Apr. 2008)Supervising CSR and Corporate Communications and Investor Relations (since Apr. 2008)Prior Positions:Apr. 2004
    
    Senior Executive Officer (Joumu)Jun. 2000
    
    Executive OfficerJan. 1996
    
    General Manager, Finance and Treasury Dept., Accounting DivisionJul. 1971
    
    Joined the CompanyPrincipal Business Activities outside the Company:None
 Masao Fuchigami*
 Date of Birth:
    
    May 19, 1949Director Since:
    
    Jun. 2009Current Positions:
    
    Director (since Jun. 2009)Senior Executive Officer (Senmu) (since Apr. 2009)Supervising Environment, Research, Design & Development and Quality Assurance (since Apr. 2009)Prior Positions:Apr. 2007
    
    Senior Executive Officer (Joumu)Jun. 2002
    
    President of Research DivisionJun. 2001
    
    Executive OfficerSep. 1995
    
    General Manager of the 4th Research Dept., Central Research Center, Research DivisionApr. 1972
    
    Joined the CompanyPrincipal Business Activities outside the Company:None
  92




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##### Table of Contents



Tetsuji Ohashi*
 Date of Birth:
    
    Mar. 23, 1954Director Since:
    
    Jun. 2009Current Positions:
    
    Director (since Jun. 2009)Senior Executive Officer (Joumu) (since Apr. 2008)President of Production Division (since Apr. 2007)Supervising Production and e-KOMATSU (since Apr. 2007)Prior Positions:Apr. 2007
    
    Executive OfficerOct. 1998
    
    General Manager of Planning & Coordination Dept. of Awazu Plant, Production DivisionApr. 1977
    
    Joined the CompanyPrincipal Business Activities outside the Company:None
 Morio Ikeda
 Date of Birth:
    
    Dec. 25, 1936Director Since:
    
    Jun. 2005Current Position:
    
    Outside Director (since Jun. 2005)Prior Positions (outside the Company):Jun. 2006
    
    Advisor to Shiseido Co., Ltd. (current position)Jun. 2005
    
    Chairman and Director of Shiseido Co., Ltd.Jun. 2001
    
    Representative Director, President and Chief Executive Officer
of Shiseido Co., Ltd.Jun. 2000
    
    Executive Vice President and Representative Director
of Shiseido Co., Ltd.Jun. 1997
    
    Senior Executive Director and Representative Director
of Shiseido Co., Ltd.Jun. 1995
    
    Executive Director of Shiseido Co., Ltd.Jun. 1990
    
    Director of Shiseido Co., Ltd.Apr. 1961
    
    Joined Shiseido Co., Ltd.Principal Business Activities outside the Company:Advisor to Shiseido Co., Ltd.Chairman of the Board of Trustees of Toyo Eiwa JogakuinChairman of the Board of Trustees of Shiseido Beauty AcademyOutside Director of Isetan Mitsukoshi Holdings Ltd.Outside Director of Asahi Kasei Corporation
  93




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##### Table of Contents



Kensuke Hotta
 Date of Birth:
    
    Oct. 12, 1938Director Since:
    
    Jun. 2008Current Position:
    
    Outside Director (since Jun. 2008)Prior Positions (outside the Company):Mar. 2008
    
    Retired from office of Morgan Stanley Japan Securities Co., Ltd.Dec. 2007
    
    Senior Advisor of Morgan Stanley Japan Securities Co., Ltd.Oct. 2007
    
    Chairman and Representative Director of Hotta Partners Inc. (current position)Apr. 2006
    
    Chairman and Representative Director of Morgan Stanley Japan Securities Co., Ltd.Jan. 2001
    
    Chairman of Morgan Stanley Japan LimitedJun. 1997
    
    Deputy President and Representative Director of the Sumitomo Bank, Ltd. (now Sumitomo Mitsui
Banking Corporation, hereinafter the Bank)Oct. 1992
    
    Senior Managing Director and Representative Director of the BankOct. 1990
    
    Managing Director of the BankJun. 1987
    
    Director of the BankApr. 1962
    
    Joined the BankPrincipal Business Activities outside the Company: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.
 Noriaki Kano
 Date of Birth:
    
    Apr. 29, 1940Director Since:
    
    Jun. 2008Current Position:
    
    Outside Director (since Jun. 2008)Prior Positions (outside the Company):Jun. 2006
    
    Professor Emeritus at Tokyo University of Science (current position)Oct. 1982
    
    Professor at Faculty of Engineering, Tokyo University of SciencePrincipal Business Activities outside the Company:Outside Corporate Auditor of Sekisui Chemical Co., Ltd.
  94




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##### Table of Contents



Corporate
Auditors
 Masaji Kitamura
 Date of Birth:
    
    Aug.19, 1947Corporate Auditor Since:
    
    Jun. 2008Current Positions:
    
    Corporate Auditor (Full Time) (since Jun. 2008)Prior Positions:Apr. 2007
    
    Senior Executive Officer (Joumu)Apr. 2005
    
    President of Construction and Mining Equipment Strategy DivisionApr. 2003
    
    Executive OfficerJun. 1994
    
    President of Procurement Division of Osaka Plant, Construction Equipment DivisionApr. 1971
    
    Joined the CompanyPrincipal Business Activities outside the Company:None
 Kyoji Torii
 Date of Birth:
    
    Sep. 5, 1951Corporate Auditor Since:
    
    Jun. 2009Current Positions:
    
    Corporate Auditor (Full Time) (since Jun. 2009)Prior Positions:Jun. 2009
    
    Assistant to Corporate AuditorJun. 2007
    
    General Manager of Planning & Administration Dept., Defense Systems DivisionJun. 1999
    
    General Manager of Affiliated Companies Dept.Apr. 1974
    
    Joined the CompanyPrincipal Business Activities outside the Company:None
  95




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##### Table of Contents



Makoto Okitsu
 Date of Birth:

Corporate Auditor Since:
    
    Dec. 2, 1939

Jun. 2006Current Position:
    
    Outside Corporate Auditor (since
Jun. 2006)Prior Positions (outside the Company):Jun. 2006
    
    Chairman and Director of Teijin LimitedJun. 2005
    
    Chairman and Director of Nabtesco Corporation
(previously known as Teijin Seiki Co., Ltd.)Jun. 2005
    
    Chairman and Representative Director of Teijin LimitedJun. 2004
    
    Director of Teijin LimitedSep. 2003
    
    President and Representative Director of Nabtesco CorporationJun. 1999
    
    Director of Teijin LimitedJun. 1998
    
    President and Representative Director of Teijin Seiki Co., Ltd.Jun. 1996
    
    Managing Director of Teijin Seiki Co., Ltd.Jun. 1994
    
    Director of Teijin Seiki Co., Ltd.Apr. 1963
    
    Joined Teijin LimitedPrincipal Business Activities outside the Company:Advisor to Teijin Limited
 Hiroyuki Kamano
 Date of Birth:
    
    Jul. 21, 1945Corporate Auditor Since:
    
    Jun. 2007Current Position:
    
    Outside Corporate Auditor (since Jun. 2007)Prior Positions (outside the Company):Oct. 1988
    
    Partner of the Kamano Sogo Law OfficesApr. 1981
    
    Registered as attorney-at-law (bengoshi)Dec. 1978
    
    Retired from the Ministry of Foreign AffairsApr. 1971
    
    Entered the Ministry of Foreign AffairsPrincipal Business Activities outside the Company:Partner (attorney-at-law) of Kamano Sogo Law Offices
  96




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##### Table of Contents



Kunihiro Matsuo
 Date of Birth:
    
    Sep. 13, 1942Corporate Auditor Since:
    
    Jun. 2009Current Position:
    
    Outside Corporate Auditor (since Jun. 2009)Prior Positions (outside the Company):Sep. 2006
    
    Registered as attorney-at-law (bengoshi)Jun. 2006
    
    Retired from the position of Prosecutor-General of Supreme Public Prosecutors OfficeJun. 2004
    
    Prosecutor- General of Supreme Public Prosecutors OfficeSep. 2003
    
    Superintending Prosecutor of Tokyo High Public Prosecutors OfficeMay 1998
    
    Prosecutor of Supreme Public Prosecutors OfficeApr. 1988
    
    Counsellor of Ministers Secretariat, Ministry of JusticeApr. 1968
    
    Appointed as Prosecutor of Tokyo District Public Prosecutors OfficePrincipal Business Activities outside the Company:None
 Notes:1)
    
    Directors Morio Ikeda, Kensuke Hotta and Noriaki Kano satisfy the
requirements for outside director set forth in Article 2, Item 15 of the Corporation
Act of Japan.2)
    
    Corporate auditors Makoto Okitsu, Hiroyuki Kamano and Kunihiro Matsuo satisfy
the requirements for outside corporate auditors set forth in Article 2, Item 16 of the
Corporation Act of Japan.3)
    
    The Company introduced an executive officer system in June 1999. As of June
25, 2009, the Company has 30 officers including 6 persons simultaneously holding the
position of director. Such persons have been marked with an asterisk in the above
table.4)
    
    There are no family relationships between any of the directors or corporate
auditors of the Company.5)
    
    There are no arrangements or understandings with major shareholders,
customers, suppliers or others, pursuant to which any of the directors or corporate
auditors of the Company were selected as a director or member of senior management. Corporate Governance
 Basic Stance on Corporate Governance
   97




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Current State of Progress Concerning Corporate Governance
  a. Organizational Framework
    b. Support for Outside Directors (and Outside Corporate Auditors)
   98




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##### Table of Contents



c. Collaboration between Corporate Auditors and Independent Public Accounting Firm
   d. Collaboration between Corporate Auditors and the Internal Audit Department
   e. Collaboration between the Internal Audit Department and Independent Public Accounting
Firm
    99




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B. Compensation
      100




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##### Table of Contents



Remuneration
    
    Number of
    
    
    Amount Paid(including bonuses and stock options to Directors)
    
    Persons Paid
    
    
    (Millions of Yen)Directors
    
    
    12
    
    
    ¥
    624Corporate Auditors
    
    
    6
    
    
    
    105Total
    
    
    18
    
    
    ¥
    729
 Note:
    
    Of the aggregate remuneration paid to directors and corporate auditors, the
amounts of remuneration paid to outside directors and outside corporate auditors are
as follows. Remuneration
    
    Number of
    
    
    Amount Paid(including bonuses and stock options to Outside Directors)
    
    Persons Paid
    
    
    (Millions of Yen)Outside Directors
    
    
    5
    
    
    ¥
    68Outside Corporate Auditors
    
    
    3
    
    
    
    37Total
    
    
    8
    
    
    ¥
    105
 Bonuses
  Retirement Allowance
  Stock Options
   101




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C. Board Practices
    102




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##### Table of Contents



D. Employees
  Number of employees by operating segment
 As of March 31,2009
    
    
    2008
    
    
    2007Construction, Mining and Utility Equipment
    
    
    34,986
    
    
    
    34,549
    
    
    
    30,420(7,354
    )
    
    
    (7,408
    )
    
    
    (6,090
    )Industrial Machinery and Others
    
    
    4,340
    
    
    
    4,251
    
    
    
    2,502(1,395
    )
    
    
    (1,108
    )
    
    
    (1,270
    )Corporate
    
    
    529
    
    
    
    467
    
    
    
    451(92
    )
    
    
    (72
    )
    
    
    (55
    )Total
    
    
    39,855
    
    
    
    39,267
    
    
    
    33,373(8,841
    )
    
    
    (8,588
    )
    
    
    (7,415
    )
 Notes:1)
    
    Numbers in parentheses refer to the average number of temporary employees, which is not
included in the total numbers of employees in each operating segment.2)
    
    Number of employees under Corporate refers to employees working for administrative
departments who cannot be classified into specific operating segments.3)
    
    The number of employees as of March 31, 2009 increased by 588 as compared to the number
as of March 31, 2008. This increase is due primarily to the increase in hiring, including
recruitment of non-permanent employees as permanent employees.4)
    
    Starting with the fiscal year ended March 31, 2009, Komatsu reclassified the forklift
truck business of Komatsu Utility Co., Ltd. and the businesses of Komatsu Logistics Corp.
(both of which were formerly in the Industrial Machinery, Vehicles and Others operating
segment) so that such businesses are part of Komatsus construction and mining equipment
business, and accordingly, changed its operating segments by renaming the Construction and
Mining Equipment operating segment as the Construction,
Mining and Utility Equipment operating segment and the Industrial Machinery, Vehicles and
Others operating segment as the Industrial Machinery and Others operating segment. As a
result of this reclassification, the numbers for the fiscal years ended March 31, 2008 and
2007 in the above table have been retrospectively reclassified using the new operating
segments.  103




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E. Share Ownership
  Number of sharesName
    
    Position
    
    
    (in thousands)Masahiro Sakane
    
    Chairman of the Board, Representative Director
    
    
    97Kunio Noji
    
    President, Representative Director
    
    
    68Yoshinori Komamura
    
    Director
    
    
    26Yasuo Suzuki
    
    Director
    
    
    23Kenji Kinoshita
    
    Director
    
    
    24Masao Fuchigami
    
    Director
    
    
    13Tetsuji Ohashi
    
    Director
    
    
    10Morio Ikeda
    
    Director
    
    
    1Kensuke Hotta
    
    Director
    
    
    1Noriaki Kano
    
    Director
    
    
    6Masaji Kitamura
    
    Corporate Auditor (Full time)
    
    
    10Kyoji Torii
    
    Corporate Auditor (Full time)
    
    
    17Makoto Okitsu
    
    Corporate Auditor
    
    
    Hiroyuki Kamano
    
    Corporate Auditor
    
    
    3Kunihiro Matsuo
    
    Corporate Auditor
    
    
    Total
    
    
    
    
    
    
    303
 Note:
    
    The number of shares for each director and corporate auditor are rounded down.
Accordingly, the sum of the amounts indicated in the Number of shares (in thousands)
column may not add up to the figure provided as the Total.  104




---



##### Table of Contents



105




---



##### Table of Contents



Item 7. Major Shareholders and Related Party Transactions
 
 A. Major Shareholders
  Major Shareholders as of March 31, 2009
 Number of Shares Held
    
    
    PercentageName of Major Shareholders
    
    (in thousands)
    
    
    (%)Japan Trustee Services Bank, Ltd. (Trust Account)
    
    
    62,830
    
    
    
    6.29The Master Trust Bank of Japan, Ltd. (Trust Account)
    
    
    51,689
    
    
    
    5.17Japan Trustee Services Bank, Ltd. (Trust Account 4G)
    
    
    49,046
    
    
    
    4.91Taiyo Life Insurance Company
    
    
    42,000
    
    
    
    4.20Nippon Life Insurance Co.
    
    
    33,283
    
    
    
    3.33Sumitomo Mitsui Banking Corporation
    
    
    17,835
    
    
    
    1.78JPMorgan Chase Bank 380055
    
    
    17,593
    
    
    
    1.76The Bank of New York Mellon as Depositary Bank
for Depositary Receipt Holders
    
    
    14,785
    
    
    
    1.48NIPPONKOA Insurance Co., Ltd.
    
    
    13,962
    
    
    
    1.39Komatsu Employees Shareholding Association
    
    
    11,175
    
    
    
    1.11Total of Top 10 Shareholders
    
    
    314,202
    
    
    
    31.45
 Notes:1)
    
    The figures for each shareholder are rounded. Accordingly, the sum of the
amounts indicated in each column does not necessarily add up to the figures provided
as Total of Top 10 Shareholders.2)
    
    30,340 thousand shares of treasury stock held by the Company are excluded
from the Major Shareholders list above.3)
    
    Shares held by the Japan Trustee Services Bank, Ltd. and The Master Trust
Bank of Japan, Ltd. are held through trusts.       106




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##### Table of Contents



B. Related Party Transactions
   
 C. Interests of Experts and Counsel
  
 Item 8. Financial Information
 
 A. Consolidated Statements and Other Financial Information
       107




---



##### Table of Contents



B. Significant Changes
  
 Item 9. The Offer and Listing
 
 A. Offer and Listing Details
     108




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##### Table of Contents



TSE
    
    
    ADS(Japanese Yen)
    
    
    (U.S. dollars)Period
    
    High
    
    
    Low
    
    
    High
    
    
    LowAnnual highs and lowsThe fiscal year ended March 31, 2005
    
    
    837
    
    
    
    583
    
    
    
    31.88
    
    
    
    21.30The fiscal year ended March 31, 2006
    
    
    2,255
    
    
    
    715
    
    
    
    76.25
    
    
    
    26.90The fiscal year ended March 31, 2007
    
    
    2,870
    
    
    
    1,857
    
    
    
    95.20
    
    
    
    66.40The fiscal year ended March 31, 2008
    
    
    4,090
    
    
    
    2,175
    
    
    
    138.74
    
    
    
    82.75The fiscal year ended March 31, 2009
    
    
    3,440
    
    
    
    702
    
    
    
    130.50
    
    
    
    32.75Quarterly highs and lowsThe fiscal year ended March
31, 20081st quarter
    
    
    3,680
    
    
    
    2,410
    
    
    
    117.75
    
    
    
    82.752nd quarter
    
    
    3,990
    
    
    
    2,870
    
    
    
    134.75
    
    
    
    109.253rd quarter
    
    
    4,090
    
    
    
    2,780
    
    
    
    138.74
    
    
    
    99.604th quarter
    
    
    2,955
    
    
    
    2,175
    
    
    
    115.55
    
    
    
    84.95The fiscal year ended March
31, 20091st quarter
    
    
    3,440
    
    
    
    2,600
    
    
    
    130.50
    
    
    
    104.252nd quarter
    
    
    3,050
    
    
    
    1,603
    
    
    
    113.24
    
    
    
    60.003rd quarter
    
    
    1,730
    
    
    
    702
    
    
    
    63.50
    
    
    
    32.754th quarter
    
    
    1,323
    
    
    
    897
    
    
    
    55.59
    
    
    
    38.41Monthly highs and lowsDecember 2008
    
    
    1,196
    
    
    
    904
    
    
    
    54.00
    
    
    
    37.80January 2009
    
    
    1,323
    
    
    
    897
    
    
    
    55.59
    
    
    
    39.80February 2009
    
    
    1,098
    
    
    
    912
    
    
    
    47.50
    
    
    
    38.41March 2009
    
    
    1,232
    
    
    
    952
    
    
    
    50.54
    
    
    
    38.46April 2009
    
    
    1,310
    
    
    
    1,090
    
    
    
    52.78
    
    
    
    45.01May 2009
    
    
    1,410
    
    
    
    1,214
    
    
    
    58.80
    
    
    
    49.86
 
 B. Plan of Distribution
  
 C. Markets
  
 D. Selling Shareholders
  
 E. Dilution
   109




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F. Expenses of the Issue
  
 Item 10. Additional Information
 
 A. Share Capital
  
 B. Memorandum and Articles of Association
  kabushiki kaisha Shogyo Tokibo
   1.
    
    Manufacture, repair, sale and purchase of construction machinery, agricultural
machinery, industrial machinery, automobiles, internal combustion engines and various
types of other machinery and equipment and parts thereof.2.
    
    Manufacture, sale and purchase of various iron and steel goods.3.
    
    Smelting, processing, sale and purchase of various types of iron and steel, pig-iron,
ferroalloys and other special metals.4.
    
    Manufacture, sale and purchase of various types of electric materials and equipment.5.
    
    Manufacture, sale and purchase of various synthetic resin products.6.
    
    Manufacture, repair, sale and purchase of various armaments and parts thereof.7.
    
    Mining industry, and sale and purchase of minerals.8.
    
    Designing, executing, supervising and contracting various types of civil engineering
and construction work for plants, dwelling house, and other structures.9.
    
    Sale and purchase of lumber, processed lumber products and various types of civil
engineering and construction materials, machinery and equipment.10.
    
    Sale, purchase and lease of real property.
  110




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##### Table of Contents



11.
    
    Manufacture, sale and repair of industrial waste and general waste treatment devices.12.
    
    Collection, transportation, treatment and recycling of industrial waste and general
waste, sale of such recycled products, and consulting on these matters.13.
    
    Development, creation, sales and consulting on computer software and computer systems.14.
    
    Electronic commerce using networks such as the internet.15.
    
    Information processing and information providing service.16.
    
    Financing services.17.
    
    All business incidental to each and every one of the preceding items.18.
    
    Investing in other companies or promoting the organization of other companies.
       111




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112




---



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Dividends
from Surplus
     113




---



##### Table of Contents



(1)
    
    the total amount of other capital surplus and other retained earnings as of the end of the last business year.
 (2)
    
    (a)
    
    the amount of the consideration for treasury stock disposed of after the end of
the last business year less the book value thereof;
 (b)
    
    the amount of reduction of stated capital made after the end of the last business
year less the portion thereof that has been transferred to additional paid-in
capital or legal reserve (if any);(c)
    
    the amount of reduction of additional paid-in capital or legal reserve made after
the end of the last business year less the portion thereof that has been
transferred to stated capital (if any).
 (3)
    
    (a)
    
    the book value of treasury stock cancelled after the end of the last business year;
 (b)
    
    the total book value of surplus reduced by the distribution of dividends from
surplus made after the end of the last business year;(c)
    
    other amounts set forth in ordinances of the Ministry of Justice.
   (A)
    
    the amount of surplus
 (B)
    
    (a)
    
    the amount of profit in the extraordinary financial statements
 (b)
    
    the amount of consideration for any of its treasury stock disposed of recorded in the
extraordinary financial statements
 (C)
    
    (a)
    
    the book value of its treasury stock
 (b)
    
    the amount of consideration for any of its treasury stock disposed of after the end of
the last business year(c)
    
    the amount of loss in the extraordinary financial statements(d)
    
    other amounts set forth in ordinances of the Ministry of Justice
  114




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##### Table of Contents



-Stock
Splits
   -Japanese
Unit Share System
  -Transferability
of Shares Representing Less than One Unit
   115




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-Right of a Holder of Shares Representing Less than One Unit to Require the Company to
Purchase Its Shares.
  -Right of a Holder of Shares Representing Less than One Unit to Purchase from the Company its
Shares up to a Whole Unit.
  -Voting Rights of a Holder of Shares Representing Less than One Unit.
    116




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##### Table of Contents




    
    to receive annual and interim dividends,
    
    to receive shares and/or cash by way of consolidation, subdivision, gratis issue of shares
to shareholders, exchange or transfer of shares, corporate split or merger,
    
    to receive shares, cash and/or other assets in which a shareholder of the Company has the
option to acquire or which the Company has the option to acquire,
    
    to participate in any distribution of surplus assets upon liquidation,
    
    to request the Company to purchase shares constituting less than one unit, and
    
    any other rights prohibited to be restricted by Art. 189 Paragraph 2 of the
Corporation Act of Japan and ordinances of the Ministry of Justice.
 -Ordinary
and Extraordinary General Meeting of Shareholders
  -Voting
Rights
 Japanese Unit Share System
  117




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##### Table of Contents




    
    a reduction of stated capital;
    
    amendment of the articles of incorporation (except amendments which the board of
directors are authorized to make under the Corporation Act of Japan as described in Stock
Splits and Japanese Unit Share System above);
    
    establishment of a 100% parent-subsidiary relationship by way of share exchange or share transfer;
    
    a dissolution, merger or consolidation;
    
    a corporate split;
    
    the transfer of the whole or an important part of the Companys business;
    
    the taking over of the whole of the business of any other corporation; or,
    
    any issuance of new shares at a specially favorable price, bonds or debentures with
stock acquisition rights to subscribe for new shares with specially favorable conditions
or stock acquisition rights with specially favorable conditions to persons other than
shareholders, and the like.
   -Share
Acquisition Rights
     118




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##### Table of Contents



-Liquidation
Rights
  -Liability
to Further Calls or Assessments
  -
Transfer Agent
  -Record
Date
    119




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##### Table of Contents



-Acquisition
of Own Shares
 Dividends from Surplus.
  Japanese Unit Share System
 -Holding
of Shares by Foreign Investors
 Rights of Shareholders 
Japanese Unit Share System
 
 C. Material Contracts
  
 D. Exchange Controls
    120




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post facto
  post facto
 post facto
 post facto
  121




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post facto
  post facto
      122




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E. Taxation
       123




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124




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125




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126




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127




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##### Table of Contents



The preceding summary of certain U.S. federal income tax considerations is for general
information only and is not intended to be construed as tax advice. Accordingly, prospective
investors should consult their own tax advisors as to the particular tax consequences to them
of the acquisition, ownership and disposition of shares of common stock and ADSs, including the
applicability and effect of any U.S. federal, state, local or foreign tax laws, and of any
proposed changes in applicable law.
  128




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F. Dividends and Paying Agents
  
 G. Statements by Experts
  
 H. Documents on Display
 (http://www.sec.gov).
 
 I. Subsidiary Information
  
 Item 11. Quantitative and Qualitative Disclosures About Market Risk
      129




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Forward Exchange Contracts
 Millions of yen (except average contractual rates)Forwards to sell foreign currencies:
    
    US$/Yen

    
    EUR/Yen

    
    US$/EUR

    
    Others

    
    TotalContract amounts
    

    ¥19,265

    

    ¥3,026

    

    ¥2,112

    

    ¥6,465

    

    ¥30,868Average contractual rates
    
    95.88Yen/US$
    
    142.59Yen/EUR
    
    0.73EUR/US$
    

    


    

    Fair value
    

    (425)

    

    425
    


    (67)

    

    143

    

    76
 Millions of yen (except average contractual rates)Forwards
to buy foreign currencies:
    
    Yen/Yuan

    
    GBP/EUR

    
    Yen/ZAR

    
    Others

    
    TotalContract amounts
    

    ¥10,044
    


    ¥8,109
    


    ¥4,789
    


    ¥25,482

    

    ¥48,424Average contractual rates
    
    12.78Yen/Yuan
    
    0.92GBP/EUR
    
    10.29Yen/ZAR
    

    

    

    Fair value
    
    (26)
    
    (54)
    
    
    26
    
    

    (536)

    
    (590)
  Currency Option
 Millions of yen (except average contractual rates)Purchase to sell foreign currencies:
    
    US$/EUR

    
    Others

    
    TotalContract amounts
    
    ¥
    295
    
    

    

    
    ¥
    295Average contractual
rates
    
    1.355US$/EUR
    

    

    

    Fair value
    
    
    6
    
    



    

    6
 Millions of yen (except average contractual rates)Purchase to buy foreign currencies:
    
    GBP/EUR

    
    Others

    
    TotalContract amounts
    
    ¥
    716
    
    

    

    
    ¥
    716Average contractual
rates
    
    0.929EUR/GBP
    

    

    

    Fair value
    
    
    14
    
    

    


    
    14
   130




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Forward Exchange Contracts
 Thousands of U.S. dollarsForwards to sell foreign currencies:
    
    US$/Yen
    
    
    EUR/Yen
    
    
    US$/EUR
    
    
    Others
    
    
    TotalContract amounts
    
    $
    194,596
    
    
    $
    30,566
    
    
    $
    21,333
    
    
    $
    65,303
    
    
    $
    311,798Fair value
    
    
    (4,293
    )
    
    
    4,293
    
    
    
    (677
    )
    
    
    1,444
    
    
    
    768
 Thousands of U.S. dollarsForwards to buy foreign currencies:
    
    Yen/Yuan
    
    
    GBP/EUR
    
    
    Yen/ZAR
    
    
    Others
    
    
    TotalContract amounts
    
    $
    101,455
    
    
    $
    81,909
    
    
    $
    48,374
    
    
    $
    257,393
    
    
    $
    489,131Fair value
    
    
    (263
    )
    
    
    (545
    )
    
    
    263
    
    
    
    (5,414
    )
    
    
    (5,960
    )
 Currency Option
 Thousands of U.S. dollarsPurchase to sell foreign currencies:
    
    US$/EUR
    
    
    Others
    
    
    TotalContract amounts
    
    $
    2,977
    
    
    
    
    
    
    $
    2,977Fair value
    
    
    59
    
    
    
    
    
    
    
    59
 Thousands of U.S. dollarsPurchase to buy foreign currencies:
    
    GBP/EUR
    
    
    Others
    
    
    TotalContract amounts
    
    $
    7,235
    
    
    
    
    
    
    $
    7,235Fair value
    
    
    138
    
    
    
    
    
    
    
    138
    131




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Long-term debt excluding capital lease obligations (including due within one year)
 Millions of yenAverage
    
    
    
    
    
    
    
    
    
    
    Expected maturity dateinterest rate
    
    
    Fair value
    
    
    Total
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    ThereafterJapanese yen bonds
    
    
    1.55
    %
    
    ¥
    58,669
    
    
    ¥
    60,200
    
    
    ¥
    10,200
    
    
    ¥
    
    
    
    ¥
    
    
    
    ¥
    20,000
    
    
    ¥
    30,000
    
    
    ¥
    Euro medium-term
notes (relating to
variable interest
rate)
    
    
    1.81
    %
    
    
    63,332
    
    
    
    56,018
    
    
    
    16,714
    
    
    
    17,801
    
    
    
    18,763
    
    
    
    891
    
    
    
    1,849
    
    
    
    Loans, principally
from banks
(relating to
variable interest
rate)
    
    
    3.46
    %
    
    
    47,351
    
    
    
    47,351
    
    
    
    10,877
    
    
    
    12,253
    
    
    
    11,731
    
    
    
    9,091
    
    
    
    3,318
    
    
    
    81Loans, principally
from banks
(relating to fixed
interest rate)
    
    
    1.94
    %
    
    
    119,142
    
    
    
    122,486
    
    
    
    22,758
    
    
    
    39,214
    
    
    
    42,992
    
    
    
    3,040
    
    
    
    13,003
    
    
    
    1,479Total
    
    
    
    
    
    ¥
    288,494
    
    
    ¥
    286,055
    
    
    ¥
    60,549
    
    
    ¥
    69,268
    
    
    ¥
    73,486
    
    
    ¥
    33,022
    
    
    ¥
    48,170
    
    
    ¥
    1,560
 Interest rate swaps, cross-currency swaps and interest caps
 Average
    
    
    Millions of yeninterest rate
    
    
    
    
    
    
    
    
    
    Expected maturity dateReceive
    
    
    Pay
    
    
    Fair value
    
    
    Total
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    ThereafterU.S. dollar
interest rate swap
    
    
    0.36
    %
    
    
    3.54
    %
    
    ¥
    (2,975
    )
    
    ¥
    114,580
    
    
    ¥
    61,763
    
    
    ¥
    33,308
    
    
    ¥
    15,819
    
    
    ¥
    3,690
    
    
    ¥
    
    
    
    ¥
    Yen/US$ cross-
currency swap
    
    
    1.20
    %
    
    
    1.76
    %
    
    
    8,314
    
    
    
    49,072
    
    
    
    19,089
    
    
    
    8,500
    
    
    
    19,795
    
    
    
    1,688
    
    
    
    
    
    
    
    EUR interest rate
swap
    
    
    3.88
    %
    
    
    4.18
    %
    
    
    (837
    )
    
    
    31,066
    
    
    
    10,766
    
    
    
    10,936
    
    
    
    5,981
    
    
    
    2,781
    
    
    
    602
    
    
    
    Yen/EUR cross-
currency swap
    
    
    1.10
    %
    
    
    3.18
    %
    
    
    1,963
    
    
    
    20,922
    
    
    
    11,000
    
    
    
    
    
    
    
    7,922
    
    
    
    
    
    
    
    2,000
    
    
    
    EUR interest cap
    
    
    
    
    
    
    4.58
    %
    
    
    27
    
    
    
    11,114
    
    
    
    4,622
    
    
    
    6,492
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    ¥
    6,492
    
    
    ¥
    226,754
    
    
    ¥
    107,240
    
    
    ¥
    59,236
    
    
    ¥
    49,517
    
    
    ¥
    8,159
    
    
    ¥
    2,602
    
    
    ¥
    
  132




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##### Table of Contents



Long-term debt excluding capital lease obligations (including due within one year)
 Thousands of U.S. dollarsAverage
    
    
    
    
    
    
    
    
    
    
    Expected maturity dateinterest rate
    
    
    Fair value
    
    
    Total
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    ThereafterJapanese yen bonds
    
    
    1.55
    %
    
    $
    592,616
    
    
    $
    608,081
    
    
    $
    103,030
    
    
    $
    
    
    
    $
    
    
    
    $
    202,021
    
    
    $
    303,030
    
    
    $
    Euro medium-term
notes (relating to
variable interest
rate)
    
    
    1.81
    %
    
    
    639,717
    
    
    
    565,838
    
    
    
    168,828
    
    
    
    179,808
    
    
    
    189,525
    
    
    
    9,000
    
    
    
    18,677
    
    
    
    Loans, principally
from banks
(relating to
variable interest
rate)
    
    
    3.46
    %
    
    
    478,293
    
    
    
    478,293
    
    
    
    109,869
    
    
    
    123,768
    
    
    
    118,495
    
    
    
    91,828
    
    
    
    33,515
    
    
    
    818Loans, principally
from banks
(relating to fixed
interest rate)
    
    
    1.94
    %
    
    
    1,203,455
    
    
    
    1,237,232
    
    
    
    229,879
    
    
    
    396,101
    
    
    
    434,263
    
    
    
    30,707
    
    
    
    131,343
    
    
    
    14,939Total
    
    
    
    
    
    $
    2,914,081
    
    
    $
    2,889,444
    
    
    $
    611,606
    
    
    $
    699,677
    
    
    $
    742,283
    
    
    $
    333,556
    
    
    $
    486,565
    
    
    $
    15,757
 Interest rate swaps, cross-currency swaps and interest caps
 Average
    
    
    Thousands of U.S. dollarsinterest rate
    
    
    
    
    
    
    
    
    
    
    Expected maturity dateReceive
    
    
    Pay
    
    
    Fair value
    
    
    Total
    
    
    2010
    
    
    2011
    
    
    2012
    
    
    2013
    
    
    2014
    
    
    ThereafterU.S. dollar
interest rate swap
    
    
    0.36
    %
    
    
    3.54
    %
    
    $
    (30,050
    )
    
    $
    1,157,373
    
    
    $
    623,869
    
    
    $
    336,443
    
    
    $
    159,789
    
    
    $
    37,272
    
    
    $
    
    
    
    $
    Yen/US$
cross-currency swap
    
    
    1.20
    %
    
    
    1.76
    %
    
    
    83,980
    
    
    
    495,677
    
    
    
    192,818
    
    
    
    85,859
    
    
    
    199,949
    
    
    
    17,051
    
    
    
    
    
    
    
    EUR interest rate
swap
    
    
    3.88
    %
    
    
    4.18
    %
    
    
    (8,454
    )
    
    
    313,798
    
    
    
    108,747
    
    
    
    110,465
    
    
    
    60,414
    
    
    
    28,091
    
    
    
    6,081
    
    
    
    Yen/EUR
cross-currency swap
    
    
    1.10
    %
    
    
    3.18
    %
    
    
    19,828
    
    
    
    211,333
    
    
    
    111,111
    
    
    
    
    
    
    
    80,020
    
    
    
    
    
    
    
    20,202
    
    
    
    EUR interest cap
    
    
    
    
    
    
    4.58
    %
    
    
    273
    
    
    
    112,263
    
    
    
    46,687
    
    
    
    65,576
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    
    
    
    
    
    
    
    $
    65,577
    
    
    $
    2,290,444
    
    
    $
    1,083,232
    
    
    $
    598,343
    
    
    $
    500,172
    
    
    $
    82,414
    
    
    $
    26,283
    
    
    $
    
  
 Item 12. Description of Securities Other than Equity Securities
   133




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PART II
 
 Item 13. Defaults, Dividend Arrearages and Delinquencies
  
 Item 14. Material Modifications to the Rights of Security Holders and Use of Proceeds
  
 Item 15. Controls and Procedures
 Evaluation of disclosure controls and procedures
  Managements report on internal control over financial reporting
    134




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##### Table of Contents



Changes in internal control over financial reporting
  
 Item 16. [ Reserved]
 
 Item 16A. Audit Committee Financial Expert
   
 Item 16B. Code of Ethics
   135




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##### Table of Contents



http://www.komatsu.com/CompanyInfo/profile/conduct/.
  
 Item 16C. Principal Accountant Fees and Services
   (Millions of Yen)Fiscal Year ended March 31,2009
    
    
    2008Audit fees
    
    ¥
    1,812
    
    
    ¥
    1,637Audit-related fees
    
    
    27
    
    
    
    62Tax fees
    
    
    48
    
    
    
    124All other fees
    
    
    4
    
    
    
    91Total
    
    ¥
    1,891
    
    
    ¥
    1,914
     136




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##### Table of Contents



Item 16D. Exemptions from the Listing Standards for Audit Committees
  
 Item 16E. Purchases of Equity Securities by the Issuer and Affiliated Purchasers
  
 Item 16F. Change in Registrants Certifying Accountant
  
 Item 16G. Corporate Governance
   137




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##### Table of Contents



PART III
 
 Item 17. Financial Statements
  
 Item 18. Financial Statements
  
 Item 19. Exhibits
 1.1
    
    
    Articles of Incorporation of Komatsu Ltd., as amended (Translation)1.2
    
    
    Regulations of The Board of Directors (Translation)2
    
    
    Share Handling Regulations, as amended (Translation)8
    
    
    Significant subsidiaries of Komatsu Ltd., including additional subsidiaries that management
has deemed to be significant, as of March 31, 2009 (See Item 4. Information on the Company
- Organizational Structure)11
    
    
    Code of Ethics for Senior Officers (Translation)12 a.
    
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of CEO of the Company12 b.
    
    
    Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of CFO of the Company13 a.
    
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of CEO of the Company13 b.
    
    
    Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of CFO of the Company
  138




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##### Table of Contents



SIGNATURES
  KOMATSU LTD.Date: June 30, 2009
    By:

/s/
Kenji KinoshitaName:
    KENJI KINOSHITAPosition:Director and Senior Executive Officer,
Chief Financial Officer  139




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##### Table of Contents



KOMATSU LTD. AND CONSOLIDATED SUBSIDIARIES
 CONSOLIDATED FINANCIAL STATEMENTS
 Reports of Independent Registered Public Accounting Firm
    
    F-2 and F-3Consolidated Balance Sheets
 as of March 31, 2009 and 2008
    
    F-4 and F-5Consolidated Statements of Income

for the Years Ended March 31, 2009, 2008 and 2007
    
    
    F-6Consolidated Statements of Shareholders Equity 

for the Years Ended March 31, 2009, 2008 and 2007
    
    
    F-7Consolidated Statements of Cash Flows
for the Years Ended March 31, 2009, 2008 and 2007
    
    
    F-8Notes to Consolidated Financial Statements
    
    F-9 to F-45
  F-1




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Report of Independent Registered Public Accounting Firm
 
       
  F-2




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##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
        
  F-3




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##### Table of Contents



Consolidated
Balance Sheets
 
 Thousands ofU.S. dollarsMillions of yen
    
    
    (Note 1)Assets
    
    2009
    
    
    2008
    
    
    2009Current assetsCash and cash equivalents
    
    ¥
    90,563
    
    
    ¥
    102,010
    
    
    $
    914,778Time deposits
    
    
    44
    
    
    
    97
    
    
    
    444Trade notes and accounts receivable, less
allowance
for doubtful receivables of ¥15,330
million ($154,848 thousand)
in 2009 and ¥11,470 million in 2008
(Notes 1, 5, 10 and 26)
    
    
    373,901
    
    
    
    523,624
    
    
    
    3,776,778Inventories (Notes 1 and 6)
    
    
    507,357
    
    
    
    518,441
    
    
    
    5,124,818Deferred income taxes and other current
assets (Notes 1, 7, 10, 16, 20, 21, 22, 24
and 26)
    
    
    131,374
    
    
    
    129,505
    
    
    
    1,327,010Total current assets
    
    
    1,103,239
    
    
    
    1,273,677
    
    
    
    11,143,828Long-term trade receivables (Note 5)
    
    
    102,969
    
    
    
    89,695
    
    
    
    1,040,091InvestmentsInvestments in and advances to affiliated
companies (Notes 1 and 8)
    
    
    19,249
    
    
    
    22,884
    
    
    
    194,434Investment securities (Notes 1, 7, 21 and 22)
    
    
    53,854
    
    
    
    79,479
    
    
    
    543,980Other
    
    
    12,017
    
    
    
    11,575
    
    
    
    121,384Total investments
    
    
    85,120
    
    
    
    113,938
    
    
    
    859,798Property, plant and equipmentless
accumulated depreciation
(Notes 1, 9, 10 and 17)
    
    
    525,462
    
    
    
    491,146
    
    
    
    5,307,697Goodwill (Notes 1 and 11)
    
    
    28,661
    
    
    
    31,833
    
    
    
    289,505Other intangible assets (Notes 1 and 11)
    
    
    60,346
    
    
    
    61,916
    
    
    
    609,556Deferred income taxes and other assets
(Notes 1, 16, 20, 21, 22 and 26)
    
    
    63,262
    
    
    
    42,941
    
    
    
    639,010¥
    1,969,059
    
    
    ¥
    2,105,146
    
    
    $
    19,889,485
   F-4




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##### Table of Contents



Thousands ofU.S. dollarsMillions of yen
    
    
    (Note 1)Liabilities and Shareholders Equity
    
    2009
    
    
    2008
    
    
    2009Current liabilitiesShort-term debt (Notes 10 and 12)
    
    ¥
    220,087
    
    
    ¥
    108,890
    
    
    $
    2,223,101Current maturities of long-term debt (Notes 10, 12, 17 and 21)
    
    
    87,662
    
    
    
    107,928
    
    
    
    885,475Trade notes, bills and accounts payable
    
    
    214,375
    
    
    
    387,104
    
    
    
    2,165,404Income taxes payable (Note 16)
    
    
    10,818
    
    
    
    52,453
    
    
    
    109,273Deferred income taxes and other current liabilities (Notes 1,
16, 20, 21, 22 and 24)
    
    
    199,345
    
    
    
    205,157
    
    
    
    2,013,586Total current liabilities
    
    
    732,287
    
    
    
    861,532
    
    
    
    7,396,839Long-term liabilitiesLong-term debt (Notes 10, 12, 17 and 21)
    
    
    292,106
    
    
    
    235,277
    
    
    
    2,950,566Liability for pension and retirement benefits (Notes 1 and 13)
    
    
    53,822
    
    
    
    38,910
    
    
    
    543,656Deferred income taxes and other liabilities (Notes 1, 16, 20,
21 and 22)
    
    
    42,510
    
    
    
    52,062
    
    
    
    429,394Total long-term liabilities
    
    
    388,438
    
    
    
    326,249
    
    
    
    3,923,616Minority interests
    
    
    33,393
    
    
    
    30,239
    
    
    
    337,303Commitments and contingent liabilities (Note 19)
    
    
    
    
    
    
    
    
    
    
    Shareholders equity (Notes 1 and 14)Common stock:Authorized 3,955,000,000 shares in 2009 and 2008Issued 998,744,060 shares in 2009 and 2008Outstanding 967,822,292 shares in 2009 and
995,103,847 shares in 2008
    
    
    67,870
    
    
    
    67,870
    
    
    
    685,555Capital surplus
    
    
    140,092
    
    
    
    138,170
    
    
    
    1,415,070Retained earnings:Appropriated for legal reserve
    
    
    28,472
    
    
    
    26,714
    
    
    
    287,596Unappropriated
    
    
    719,222
    
    
    
    685,986
    
    
    
    7,264,869Accumulated other comprehensive income (loss) (Notes 1, 7, 13
and 15)
    
    
    (105,744
    )
    
    
    (28,779
    )
    
    
    (1,068,121
    )Treasury stock at cost, 30,921,768 shares in 2009
and 3,640,213 shares in 2008 (Notes 14)
    
    
    (34,971
    )
    
    
    (2,835
    )
    
    
    (353,242
    )Total shareholders equity
    
    
    814,941
    
    
    
    887,126
    
    
    
    8,231,727¥
    1,969,059
    
    
    ¥
    2,105,146
    
    
    $
    19,889,485
  F-5




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##### Table of Contents



Consolidated Statements of Income
 
 Thousands ofU.S. dollarsMillions of yen
    
    
    (Note 1)2009
    
    
    2008
    
    
    2007
    
    
    2009Net sales (Notes 1 and 8)
    
    ¥
    2,021,743
    
    
    ¥
    2,243,023
    
    
    ¥
    1,893,343
    
    
    $
    20,421,646Cost of sales (Notes 17 and 25)
    
    
    1,510,408
    
    
    
    1,590,963
    
    
    
    1,356,511
    
    
    
    15,256,646Selling, general and administrative expenses
(Notes 17 and 25)
    
    
    322,677
    
    
    
    317,474
    
    
    
    287,086
    
    
    
    3,259,364Impairment loss on long-lived assets (Note 1, 9
and 25)
    
    
    16,414
    
    
    
    2,447
    
    
    
    81
    
    
    
    165,798Impairment loss on goodwill (Note 1 and 11)
    
    
    2,003
    
    
    
    2,870
    
    
    
    
    
    
    
    20,232Other operating income (expenses), net (Note 25)
    
    
    (18,293
    )
    
    
    3,581
    
    
    
    (4,924
    )
    
    
    (184,778
    )Operating income
    
    
    151,948
    
    
    
    332,850
    
    
    
    244,741
    
    
    
    1,534,828Other income (expenses), net (Note 25)
    
    
    (23,166
    )
    
    
    (10,640
    )
    
    
    (8,250
    )
    
    
    (234,000
    )Interest and dividend income
    
    
    8,621
    
    
    
    10,265
    
    
    
    8,532
    
    
    
    87,081Interest expense
    
    
    (14,576
    )
    
    
    (16,699
    )
    
    
    (15,485
    )
    
    
    (147,232
    )Other, net
    
    
    (17,211
    )
    
    
    (4,206
    )
    
    
    (1,297
    )
    
    
    (173,849
    )Income from continuing operations before income
taxes,
minority interests and equity in earnings of
affiliated companies
    
    
    128,782
    
    
    
    322,210
    
    
    
    236,491
    
    
    
    1,300,828Income
taxes (Notes 1 and 16)Current
    
    
    60,511
    
    
    
    104,142
    
    
    
    76,102
    
    
    
    611,222Deferred
    
    
    (18,218
    )
    
    
    11,652
    
    
    
    3,643
    
    
    
    (184,020
    )Total
    
    
    42,293
    
    
    
    115,794
    
    
    
    79,745
    
    
    
    427,202Income from continuing operations before
minority interests
and equity in earnings of affiliated
companies
    
    
    86,489
    
    
    
    206,416
    
    
    
    156,746
    
    
    
    873,626Minority interests in income of consolidated
subsidiaries
    
    
    (8,088
    )
    
    
    (9,435
    )
    
    
    (6,580
    )
    
    
    (81,697
    )Equity in earnings of affiliated companies
    
    
    396
    
    
    
    6,845
    
    
    
    3,098
    
    
    
    4,000Income from continuing operations
    
    
    78,797
    
    
    
    203,826
    
    
    
    153,264
    
    
    
    795,929Income from discontinued operations less
applicable income
taxes(Note 4)
    
    
    
    
    
    
    4,967
    
    
    
    11,374
    
    
    
    Net income
    
    ¥
    78,797
    
    
    ¥
    208,793
    
    
    ¥
    164,638
    
    
    $
    795,929
 Yen
    
    
    U.S. centsPer share data (Notes 1 and 18):Income from continuing operations:Basic
    
    ¥
    79.95
    
    
    ¥
    204.88
    
    
    ¥
    154.25
    
    
    
    ¢            80.76Diluted
    
    
    79.89
    
    
    
    204.61
    
    
    
    153.97
    
    
    
    80.70Income from discontinued operations:Basic
    
    
    
    
    
    
    4.99
    
    
    
    11.45
    
    
    
    Diluted
    
    
    
    
    
    
    4.98
    
    
    
    11.43
    
    
    
    Net income:Basic
    
    
    79.95
    
    
    
    209.87
    
    
    
    165.70
    
    
    
    80.76Diluted
    
    
    79.89
    
    
    
    209.59
    
    
    
    165.40
    
    
    
    80.70Cash dividends per share (Note 1)
    
    
    44.00
    
    
    
    38.00
    
    
    
    23.00
    
    
    
    44.44
   F-6




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##### Table of Contents



Consolidated Statements of Shareholders Equity
 
 Thousands ofU.S. dollarsMillions of yen

    
    
    (Note 1)2009
    
    
    2008
    
    
    2007
    
    
    2009Common stockBalance, beginning of year
    
    ¥
    67,870
    
    
    ¥
    67,870
    
    
    ¥
    67,870
    
    
    $
    685,555Balance, end of year
    
    ¥
    67,870
    
    
    ¥
    67,870
    
    
    ¥
    67,870
    
    
    $
    685,555Capital surplusBalance, beginning of year
    
    ¥
    138,170
    
    
    ¥
    137,155
    
    
    ¥
    136,137
    
    
    $
    1,395,657Sales of treasury stock
    
    
    1,570
    
    
    
    417
    
    
    
    394
    
    
    
    15,858Issuance and exercise of stock acquisition
rights (Notes 1 and 14)
    
    
    352
    
    
    
    598
    
    
    
    663
    
    
    
    3,555Others
    
    
    
    
    
    
    
    
    
    
    (39
    )
    
    
    Balance, end of year
    
    ¥
    140,092
    
    
    ¥
    138,170
    
    
    ¥
    137,155
    
    
    $
    1,415,070Retained earnings, appropriated for legal
reserveBalance, beginning of year
    
    ¥
    26,714
    
    
    ¥
    24,267
    
    
    ¥
    23,416
    
    
    $
    269,838Transfer from unappropriated retained earnings
    
    
    1,758
    
    
    
    2,447
    
    
    
    851
    
    
    
    17,758Balance, end of year
    
    ¥
    28,472
    
    
    ¥
    26,714
    
    
    ¥
    24,267
    
    
    $
    287,596Unappropriated retained earningsBalance, beginning of year
    
    ¥
    685,986
    
    
    ¥
    517,450
    
    
    ¥
    376,522
    
    
    $
    6,929,152Net income
    
    
    78,797
    
    
    
    208,793
    
    
    
    164,638
    
    
    
    795,929Cash dividends paid
    
    
    (43,803
    )
    
    
    (37,810
    )
    
    
    (22,859
    )
    
    
    (442,454
    )Transfer to retained earnings appropriated
for legal reserve
    
    
    (1,758
    )
    
    
    (2,447
    )
    
    
    (851
    )
    
    
    (17,758
    )Balance, end of year
    
    ¥
    719,222
    
    
    ¥
    685,986
    
    
    ¥
    517,450
    
    
    $
    7,264,869Accumulated other comprehensive income (loss)Balance, beginning of year
    
    ¥
    (28,779
    )
    
    ¥
    33,501
    
    
    ¥
    23,095
    
    
    $
    (290,697
    )Other comprehensive income (loss) for the
year, net of tax (Note 15)
    
    
    (76,965
    )
    
    
    (62,280
    )
    
    
    20,263
    
    
    
    (777,424
    )Adjustment to initially apply SFAS No. 158,
net of tax (Note 13)
    
    
    
    
    
    
    
    
    
    
    (9,857
    )
    
    
    Balance, end of year
    
    ¥
    (105,744
    )
    
    ¥
    (28,779
    )
    
    ¥
    33,501
    
    
    $
    (1,068,121
    )Treasury stockBalance, beginning of year
    
    ¥
    (2,835
    )
    
    ¥
    (3,526
    )
    
    ¥
    (4,043
    )
    
    $
    (28,636
    )Purchase of treasury stock
    
    
    (33,090
    )
    
    
    (340
    )
    
    
    (632
    )
    
    
    (334,242
    )Sales of treasury stock
    
    
    954
    
    
    
    1,031
    
    
    
    1,149
    
    
    
    9,636Balance, end of year
    
    ¥
    (34,971
    )
    
    ¥
    (2,835
    )
    
    ¥
    (3,526
    )
    
    $
    (353,242
    )Total shareholders equity
    
    ¥
    814,941
    
    
    ¥
    887,126
    
    
    ¥
    776,717
    
    
    $
    8,231,727Disclosure of comprehensive incomeNet income for the year
    
    ¥
    78,797
    
    
    ¥
    208,793
    
    
    ¥
    164,638
    
    
    $
    795,929Other comprehensive income (loss) for the
year, net of tax (Note 15)
    
    
    (76,965
    )
    
    
    (62,280
    )
    
    
    20,263
    
    
    
    (777,424
    )Comprehensive income for the year
    
    ¥
    1,832
    
    
    ¥
    146,513
    
    
    ¥
    184,901
    
    
    $
    18,505
   F-7




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##### Table of Contents



Consolidated Statements of Cash Flows
 
 Thousands ofU.S. dollarsMillions of yen
    
    
    (Note 1)2009
    
    
    2008
    
    
    2007
    
    
    2009Operating activitiesNet income
    
    ¥
    78,797
    
    
    ¥
    208,793
    
    
    ¥
    164,638
    
    
    $
    795,929Adjustments to reconcile net income to net cash
provided by operating activities:Depreciation and amortization
    
    
    98,354
    
    
    
    75,664
    
    
    
    72,709
    
    
    
    993,475Deferred income taxes
    
    
    (18,218
    )
    
    
    15,016
    
    
    
    4,334
    
    
    
    (184,020
    )Net loss (gain) from sale of investment securities and subsidiaries
    
    
    3,543
    
    
    
    (8,045
    )
    
    
    (19,101
    )
    
    
    35,788Net loss (gain) on sale of property
    
    
    (269
    )
    
    
    (3,169
    )
    
    
    (13
    )
    
    
    (2,717
    )Loss on disposal of fixed assets
    
    
    5,561
    
    
    
    3,313
    
    
    
    2,121
    
    
    
    56,172Impairment loss on long-lived assets
    
    
    16,414
    
    
    
    2,447
    
    
    
    81
    
    
    
    165,798Impairment loss on goodwill
    
    
    2,003
    
    
    
    2,870
    
    
    
    
    
    
    
    20,232Pension and retirement benefits, net
    
    
    3,378
    
    
    
    (10,782
    )
    
    
    1,078
    
    
    
    34,121Changes in assets and liabilities:Decrease (increase) in trade receivables
    
    
    103,355
    
    
    
    (83,855
    )
    
    
    (93,141
    )
    
    
    1,043,990Decrease (increase) in inventories
    
    
    (22,307
    )
    
    
    (65,884
    )
    
    
    (73,448
    )
    
    
    (225,323
    )Increase (decrease) in trade payables
    
    
    (148,655
    )
    
    
    12,586
    
    
    
    70,693
    
    
    
    (1,501,566
    )Increase (decrease) in income taxes
payable
    
    
    (40,507
    )
    
    
    (2,913
    )
    
    
    19,680
    
    
    
    (409,162
    )Other, net
    
    
    (2,674
    )
    
    
    14,944
    
    
    
    12,493
    
    
    
    (27,010
    )Net cash provided by operating activities
    
    
    78,775
    
    
    
    160,985
    
    
    
    162,124
    
    
    
    795,707Investing activitiesCapital expenditures
    
    
    (145,670
    )
    
    
    (117,571
    )
    
    
    (122,860
    )
    
    
    (1,471,414
    )Proceeds from sale of property
    
    
    6,414
    
    
    
    19,425
    
    
    
    17,626
    
    
    
    64,788Proceeds from sale of available for sale investment
securities
    
    
    703
    
    
    
    601
    
    
    
    1,844
    
    
    
    7,101Purchases of available for sale investment securities
    
    
    (6,785
    )
    
    
    (4,663
    )
    
    
    (6,737
    )
    
    
    (68,535
    )Proceeds from sale of subsidiaries, net of cash
disposed
    
    
    
    
    
    
    16,372
    
    
    
    35,368
    
    
    
    Acquisition of subsidiaries and equity investees, net
of cash acquired
    
    
    (223
    )
    
    
    (42,717
    )
    
    
    (24,621
    )
    
    
    (2,253
    )Collection of loan receivables
    
    
    7,736
    
    
    
    7,778
    
    
    
    5,736
    
    
    
    78,141Disbursement of loan receivables
    
    
    (6,381
    )
    
    
    (6,315
    )
    
    
    (5,974
    )
    
    
    (64,455
    )Decrease (increase) in time deposits
    
    
    (1,162
    )
    
    
    (1,092
    )
    
    
    (2
    )
    
    
    (11,737
    )Net cash used in investing activities
    
    
    (145,368
    )
    
    
    (128,182
    )
    
    
    (99,620
    )
    
    
    (1,468,364
    )Financing activitiesProceeds from long-term debt
    
    
    129,327
    
    
    
    82,791
    
    
    
    44,781
    
    
    
    1,306,333Repayments on long-term debt
    
    
    (88,058
    )
    
    
    (48,868
    )
    
    
    (74,943
    )
    
    
    (889,475
    )Increase (decrease) in short-term debt, net
    
    
    127,589
    
    
    
    634
    
    
    
    22,526
    
    
    
    1,288,778Repayments of capital lease obligations
    
    
    (30,770
    )
    
    
    (15,168
    )
    
    
    (11,411
    )
    
    
    (310,808
    )Sale (purchase) of treasury stock, net
    
    
    (32,685
    )
    
    
    691
    
    
    
    517
    
    
    
    (330,152
    )Dividends paid
    
    
    (43,803
    )
    
    
    (37,810
    )
    
    
    (22,859
    )
    
    
    (442,455
    )Other, net
    
    
    (4,381
    )
    
    
    308
    
    
    
    
    
    
    
    (44,253
    )Net cash provided by (used in) financing activities
    
    
    57,219
    
    
    
    (17,422
    )
    
    
    (41,389
    )
    
    
    577,970Effect of exchange rate change on cash and cash
equivalents
    
    
    (2,073
    )
    
    
    (5,570
    )
    
    
    1,087
    
    
    
    (20,939
    )Net increase (decrease) in cash and cash equivalents
    
    
    (11,447
    )
    
    
    9,811
    
    
    
    22,202
    
    
    
    (115,626
    )Cash and cash equivalents, beginning of year
    
    
    102,010
    
    
    
    92,199
    
    
    
    69,997
    
    
    
    1,030,404Cash and cash equivalents, end of year
    
    ¥
    90,563
    
    
    ¥
    102,010
    
    
    ¥
    92,199
    
    
    $
    914,778
   F-8




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##### Table of Contents



Notes
to Consolidated Financial Statements
  1. Description of Business, Basis of Financial Statements and Summary of Significant Accounting
Policies
 Description of Business
     Basis of Financial Statements
   Summary of Significant Accounting Policies
 (1) Consolidation and Investments in Affiliated Companies
    (2) Translation of Foreign Currency Accounts
  (3) Allowance for Doubtful Trade Receivables
  (4) Inventories
   F-9




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##### Table of Contents



(5) Investment Securities
    (6) Property, Plant and Equipment, and Related Depreciation
  2009
    
    
    2008
    
    
    2007Buildings
    
    
    9
    %
    
    
    9
    %
    
    
    8
    %Machinery and equipment
    
    
    25
    %
    
    
    26
    %
    
    
    27
    %
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Aggregate cost
    
    ¥
    124,198
    
    
    ¥
    112,083
    
    
    $
    1,254,525Accumulated depreciation
    
    
    37,417
    
    
    
    30,982
    
    
    
    377,949
  (7) Goodwill and Other Intangible Assets
  (8) Revenue Recognition
      F-10




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##### Table of Contents



(9) Income Taxes
    (10) Product Warranties
  (11) Pension and Retirement Benefits
    (12) Share-Based Compensation
  (13) Per Share Data
   (14) Cash and cash equivalents
  (15) Derivative Financial Instruments
    F-11




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##### Table of Contents



(16)
    
    Impairment of Long-Lived Assets and Long-Lived Assets to be Disposed of
           2. Supplemental Cash Flow Information
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2007
    
    
    2009Additional cash flow information:Interest paid
    
    ¥
    14,403
    
    
    ¥
    16,639
    
    
    ¥
    15,513
    
    
    $
    145,485Income taxes paid
    
    
    111,508
    
    
    
    110,674
    
    
    
    75,058
    
    
    
    1,126,343Noncash investing and financing activities:Capital lease obligations incurred
    
    ¥
    29,762
    
    
    ¥
    28,159
    
    
    ¥
    23,584
    
    
    $
    300,626
  F-12




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##### Table of Contents



3. Acquisition and Divestiture
 (1) Komatsu NTC Ltd.
    Millions of yenCurrent assets
    
    ¥
    59,831Property, plant and equipment
    
    
    22,861Intangible assets
    
    
    29,219Goodwill
    
    
    12,815Other assets
    
    
    5,123Total assets acquired
    
    
    129,849Current liabilities
    
    
    53,882Long-term liabilities
    
    
    17,291Minority interest
    
    
    2,479Total liabilities assumed
    
    
    73,652Net assets acquired
    
    ¥
    56,197
      Millions of yen2008Sales
    
    ¥
    2,317,784Net income
    
    ¥
    211,975
 Yen2008Basic earnings per share
    
    ¥
    213.07Diluted earnings per share
    
    ¥
    212.79
  (2) BIGRENTAL Co., Ltd.
    F-13




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##### Table of Contents



Millions of yenCurrent assets
    
    ¥
    9,423Property, plant and equipment
    
    
    39,260Intangible assets
    
    
    3,133Goodwill
    
    
    1,533Other assets
    
    
    922Total assets acquired
    
    
    54,271Current liabilities
    
    
    12,191Long-term liabilities
    
    
    31,807Minority interest
    
    
    1,709Total liabilities assumed
    
    
    45,707Net assets acquired
    
    ¥
    8,564
      4. Discontinued Operations
   Millions of yen2008
    
    
    2007Net sales
    
    ¥
    
    
    
    ¥
    63,416Income before income taxes, minority interests and equity in earnings of
affiliated companies (including gain on sale of the OPE business of Komatsu
Zenoah Co. of
¥8,331 million in 2008 and gain on
sale of KEMs shares of ¥18,769 million in 2007)
    
    
    8,331
    
    
    
    29,544Income taxes
    
    
    3,364
    
    
    
    14,566Minority interests in income of
consolidated subsidiaries
    
    
    
    
    
    
    (3,613
    )Equity in earnings of affiliated companies
    
    
    
    
    
    
    9Income from discontinued operations less applicable income taxes
    
    ¥
    4,967
    
    
    ¥
    11,374
  F-14




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##### Table of Contents



5. Trade Notes and Accounts Receivable
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Trade notes
    
    ¥
    70,807
    
    
    ¥
    101,724
    
    
    $
    715,222Accounts receivable
    
    
    318,424
    
    
    
    433,370
    
    
    
    3,216,404Total
    
    
    389,231
    
    
    
    535,094
    
    
    
    3,931,626Less: allowance
    
    
    (15,330
    )
    
    
    (11,470
    )
    
    
    (154,848
    )Trade receivables-current
    
    ¥
    373,901
    
    
    ¥
    523,624
    
    
    $
    3,776,778Long-term trade receivables
    
    ¥
    102,969
    
    
    ¥
    89,695
    
    
    $
    1,040,091
    Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Minimum lease payments
receivable
    
    ¥
    111,158
    
    
    ¥
    24,492
    
    
    $
    1,122,808Unearned income
    
    
    (9,979
    )
    
    
    (2,569
    )
    
    
    (100,798
    )Net lease receivables
    
    ¥
    101,179
    
    
    ¥
    21,923
    
    
    $
    1,022,010
     Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Total amount of trade
receivables that are
managed and securitized
    
    ¥
    595,968
    
    
    ¥
    791,045
    
    
    $
    6,019,879Assets transferred
    
    
    (103,768
    )
    
    
    (166,256
    )
    
    
    (1,048,162
    )Total amount of trade
receivable on balance sheet
    
    ¥
    492,200
    
    
    ¥
    624,789
    
    
    $
    4,971,717
  2009
    
    
    2008Weighted-average life
    
    28 months
    
    29 monthsPrepayment speed over the life
    
    
    0.6
    %
    
    
    0.5
    %Expected credit losses over the life
    
    
    2.4
    %
    
    
    0.9
    %
   F-15




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##### Table of Contents



6. Inventories
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Finished products, including finished parts held for sale
    
    ¥
    328,643
    
    
    ¥
    341,363
    
    
    $
    3,319,626Work in process
    
    
    128,345
    
    
    
    123,001
    
    
    
    1,296,414Materials and supplies
    
    
    50,369
    
    
    
    54,077
    
    
    
    508,778Total
    
    ¥
    507,357
    
    
    ¥
    518,441
    
    
    $
    5,124,818
 7. Investment Securities
   Millions of yenGross unrealized holdingCost
    
    
    Gains
    
    
    Losses
    
    
    Fair valueAt March 31, 2009Investment securities:Marketable equity securities available for sale
    
    ¥
    24,112
    
    
    ¥
    13,419
    
    
    ¥
    465
    
    
    ¥
    37,066Other investment securities at cost
    
    
    16,788Other
    
    
    101¥
    41,001At March 31, 2008Investment securities:Marketable equity securities available for sale
    
    ¥
    27,648
    
    
    ¥
    40,557
    
    
    ¥
    1,477
    
    
    ¥
    66,728Other investment securities at cost
    
    
    12,751Other
    
    
    103¥
    40,502
 Thousands of U.S. dollarsGross unrealized holdingCost
    
    
    Gains
    
    
    Losses
    
    
    Fair valueAt March 31, 2009Investment securities:Marketable equity securities available for sale
    
    $
    243,556
    
    
    $
    135,545
    
    
    $
    4,697
    
    
    $
    374,404Other investment securities at cost
    
    
    169,576Other
    
    
    1,020$
    414,152
     F-16




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##### Table of Contents



8. Investments in and Advances to Affiliated Companies
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Investments in capital stock
    
    ¥
    16,348
    
    
    ¥
    19,293
    
    
    $
    165,131Advances
    
    
    2,901
    
    
    
    3,591
    
    
    
    29,303Total
    
    ¥
    19,249
    
    
    ¥
    22,884
    
    
    $
    194,434
            F-17




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##### Table of Contents



Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Current assets
    
    ¥
    142,366
    
    
    ¥
    187,691
    
    
    $
    1,438,041Net property, plant and equipmentless accumulated depreciation
    
    
    40,403
    
    
    
    39,338
    
    
    
    408,111Investments and other assets
    
    
    21,991
    
    
    
    17,439
    
    
    
    222,131Total assets
    
    ¥
    204,760
    
    
    ¥
    244,468
    
    
    $
    2,068,283Current liabilities
    
    ¥
    104,734
    
    
    ¥
    156,493
    
    
    $
    1,057,919Noncurrent liabilities
    
    
    48,161
    
    
    
    28,712
    
    
    
    486,475Shareholders equity
    
    
    51,865
    
    
    
    59,263
    
    
    
    523,889Total liabilities and shareholders equity
    
    ¥
    204,760
    
    
    ¥
    244,468
    
    
    $
    2,068,283
 Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2007
    
    
    2009Net sales
    
    ¥
    205,798
    
    
    ¥
    333,505
    
    
    ¥
    197,434
    
    
    $
    2,078,768Net income
    
    ¥
    1,300
    
    
    ¥
    16,731
    
    
    ¥
    6,486
    
    
    $
    13,131
 9. Property, Plant and Equipment
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Land
    
    ¥
    93,864
    
    
    ¥
    94,724
    
    
    $
    948,121Buildings
    
    
    315,518
    
    
    
    309,945
    
    
    
    3,187,050Machinery and equipment
    
    
    682,241
    
    
    
    655,035
    
    
    
    6,891,323Construction in progress
    
    
    23,468
    
    
    
    10,645
    
    
    
    237,051Total
    
    
    1,115,091
    
    
    
    1,070,349
    
    
    
    11,263,545Less: accumulated depreciation
    
    
    (589,629
    )
    
    
    (579,203
    )
    
    
    (5,955,848
    )Net property, plant and equipment
    
    ¥
    525,462
    
    
    ¥
    491,146
    
    
    $
    5,307,697
  10. Pledged Assets
  Thousands ofMillions of yen
    
    
    U.S. dollarsOther current assets
    
    ¥
    1,875
    
    
    $
    18,939Property, plant and equipmentless accumulated depreciation
    
    
    4,809
    
    
    
    48,576Total
    
    ¥
    6,684
    
    
    $
    67,515
  Thousands ofMillions of yen
    
    
    U.S. dollarsAppearing in the consolidated balance sheets as:Long-term debt
    
    ¥
    4,809
    
    
    $
    48,576Guarantees for debt
    
    
    1,875
    
    
    
    18,939Total
    
    ¥
    6,684
    
    
    $
    67,515
  F-18




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##### Table of Contents



11. Goodwill and Other Intangible Assets
  Millions of yen
    
    
    Thousands of U.S. dollars2009
    
    
    2008
    
    
    2009Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    Net
    
    
    Gross
    
    
    
    
    
    
    Netcarrying
    
    
    Accumulated
    
    
    carrying
    
    
    carrying
    
    
    Accumulated
    
    
    carrying
    
    
    carrying
    
    
    Accumulated
    
    
    carryingamount
    
    
    amortization
    
    
    amount
    
    
    amount
    
    
    amortization
    
    
    amount
    
    
    amount
    
    
    amortization
    
    
    amountOther intangible assets
subject to amortization:Software
    
    ¥
    23,386
    
    
    ¥
    (3,031
    )
    
    ¥
    20,355
    
    
    ¥
    25,081
    
    
    ¥
    (9,777
    )
    
    ¥
    15,304
    
    
    $
    236,222
    
    
    $
    (30,616
    )
    
    $
    205,606Other
    
    
    36,262
    
    
    
    (9,179
    )
    
    
    27,083
    
    
    
    39,788
    
    
    
    (6,039
    )
    
    
    33,749
    
    
    
    366,283
    
    
    
    (92,717
    )
    
    
    273,566Total
    
    
    59,648
    
    
    
    (12,210
    )
    
    
    47,438
    
    
    
    64,869
    
    
    
    (15,816
    )
    
    
    49,053
    
    
    
    602,505
    
    
    
    (123,333
    )
    
    
    479,172Other intangible assets not
subject to amortization
    
    
    
    
    
    
    
    
    
    
    12,908
    
    
    
    
    
    
    
    
    
    
    
    12,863
    
    
    
    
    
    
    
    
    
    
    
    130,384Total other intangible assets
    
    
    
    
    
    
    
    
    
    ¥
    60,346
    
    
    
    
    
    
    
    
    
    
    ¥
    61,916
    
    
    
    
    
    
    
    
    
    
    $
    609,556
    Thousands ofYear ending March 31
    
    Millions of yen
    
    
    U.S. dollars2010
    
    ¥
    8,287
    
    
    $
    83,7072011
    
    
    7,565
    
    
    
    76,4142012
    
    
    6,455
    
    
    
    65,2022013
    
    
    5,218
    
    
    
    52,7072014
    
    
    3,135
    
    
    
    31,667
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Balance at beginning of the year
    
    ¥
    31,833
    
    
    ¥
    20,594
    
    
    $
    321,545Goodwill acquired during the year
    
    
    1,216
    
    
    
    14,588
    
    
    
    12,283Impairment loss
    
    
    (2,003
    )
    
    
    (2,870
    )
    
    
    (20,232
    )Recognition of deferred income taxes
    
    
    
    
    
    
    (719
    )
    
    
    Foreign exchange impact
    
    
    (2,318
    )
    
    
    240
    
    
    
    (23,414
    )Other
    
    
    (67
    )
    
    
    
    
    
    
    (677
    )Balance at end of the year
    
    ¥
    28,661
    
    
    ¥
    31,833
    
    
    $
    289,505
    F-19




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##### Table of Contents



12 Short-Term and Long-Term Debt
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Banks, insurance companies and other financial institutions
    
    ¥
    125,087
    
    
    ¥
    96,890
    
    
    $
    1,263,505Commercial paper
    
    
    95,000
    
    
    
    12,000
    
    
    
    959,596Short-term debt
    
    ¥
    220,087
    
    
    ¥
    108,890
    
    
    $
    2,223,101
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Long-term debt with collateral (Note 10):Banks, insurance companies and other financial institutions,
maturing serially through 20092013, weighted-average rate 2.4%
    
    ¥
    1,400
    
    
    ¥
    1,777
    
    
    $
    14,141Long-term debt without collateral:Banks, insurance companies and other financial institutions,
maturing serially through 20092025, weighted-average rate 2.5%
    
    
    162,261
    
    
    
    142,006
    
    
    
    1,639,000Euro Medium-Term Notes
maturing serially through 20092013, weighted-average rate 1.8%
    
    
    63,332
    
    
    
    75,644
    
    
    
    639,7171.45% Unsecured Bonds due 2009
    
    
    10,000
    
    
    
    10,000
    
    
    
    101,0100.80% Unsecured Bonds due 2010
    
    
    
    
    
    
    200
    
    
    
    0.85% Unsecured Bonds due 2010
    
    
    
    
    
    
    200
    
    
    
    0.62% Unsecured Bonds due 2010
    
    
    
    
    
    
    250
    
    
    
    0.98% Unsecured Bonds due 2010
    
    
    200
    
    
    
    
    
    
    
    2,0200.91% Unsecured Bonds due 2012
    
    
    
    
    
    
    165
    
    
    
    1.66% Unsecured Bonds due 2012
    
    
    20,000
    
    
    
    20,000
    
    
    
    202,0201.53% Unsecured Bonds due 2013
    
    
    30,000
    
    
    
    
    
    
    
    303,030Capital lease obligations (Note 17)
    
    
    86,399
    
    
    
    81,876
    
    
    
    872,718Other
    
    
    6,176
    
    
    
    11,087
    
    
    
    62,384Total
    
    
    379,768
    
    
    
    343,205
    
    
    
    3,836,040Less: current maturities
    
    
    (87,662
    )
    
    
    (107,928
    )
    
    
    (885,474
    )Long-term debt
    
    ¥
    292,106
    
    
    ¥
    235,277
    
    
    $
    2,950,566
  F-20




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##### Table of Contents



Thousands ofYear ending March 31
    
    Millions of yen
    
    
    U.S. dollars2010
    
    ¥
    85,035
    
    
    $
    858,9392011
    
    
    89,426
    
    
    
    903,2932012
    
    
    97,721
    
    
    
    987,0812013
    
    
    45,120
    
    
    
    455,7582014
    
    
    52,486
    
    
    
    530,1622015 and thereafter
    
    
    2,666
    
    
    
    26,929Total
    
    ¥
    372,454
    
    
    $
    3,762,162
 13. Liability for Pension and Other Retirement Benefits
     F-21




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##### Table of Contents



Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Change in benefit obligation:Benefit obligation, beginning of year
    
    ¥
    143,214
    
    
    ¥
    146,759
    
    
    $
    1,446,606Service cost
    
    
    8,460
    
    
    
    6,390
    
    
    
    85,455Interest cost
    
    
    3,885
    
    
    
    3,776
    
    
    
    39,242Actuarial loss (gain)
    
    
    462
    
    
    
    918
    
    
    
    4,667Plan participants contributions
    
    
    98
    
    
    
    
    
    
    
    990Acquisition
    
    
    348
    
    
    
    4,179
    
    
    
    3,515Divestiture
    
    
    
    
    
    
    (1,974
    )
    
    
    Curtailment
    
    
    330
    
    
    
    
    
    
    
    3,333Benefits paid
    
    
    (13,234
    )
    
    
    (12,897
    )
    
    
    (133,677
    )Foreign currency exchange rate change
    
    
    (3,994
    )
    
    
    (3,937
    )
    
    
    (40,343
    )Benefit obligation, end of year
    
    ¥
    139,569
    
    
    ¥
    143,214
    
    
    $
    1,409,788Change in plan assets:Fair value of plan assets, beginning of year
    
    ¥
    107,183
    
    
    ¥
    120,193
    
    
    $
    1,082,657Actual return on plan assets
    
    
    (12,044
    )
    
    
    (7,940
    )
    
    
    (121,657
    )Employer contributions
    
    
    4,549
    
    
    
    3,403
    
    
    
    45,949Plan participants contributions
    
    
    98
    
    
    
    
    
    
    
    990Acquisition
    
    
    66
    
    
    
    4,227
    
    
    
    667Divestiture
    
    
    
    
    
    
    (1,228
    )
    
    
    Benefits paid
    
    
    (8,496
    )
    
    
    (7,755
    )
    
    
    (85,818
    )Foreign currency exchange rate change
    
    
    (3,104
    )
    
    
    (3,717
    )
    
    
    (31,354
    )Fair value of plan assets, end of year
    
    ¥
    88,252
    
    
    ¥
    107,183
    
    
    $
    891,434Funded status, end of year
    
    ¥
    (51,317
    )
    
    ¥
    (36,031
    )
    
    $
    (518,354
    )Prepaid benefit cost
    
    ¥
    184
    
    
    ¥
    736
    
    
    $
    1,859Other current liability
    
    
    (623
    )
    
    
    (248
    )
    
    
    (6,293
    )Accrued benefit liability
    
    
    (50,878
    )
    
    
    (36,519
    )
    
    
    (513,920
    )¥
    (51,317
    )
    
    ¥
    (36,031
    )
    
    $
    (518,354
    )Amounts recognized in accumulated other comprehensive income (loss):Actuarial loss
    
    ¥
    41,258
    
    
    ¥
    27,419
    
    
    $
    416,748Prior service cost
    
    
    1,341
    
    
    
    1,947
    
    
    
    13,545¥
    42,599
    
    
    ¥
    29,366
    
    
    $
    430,293
   Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Plans with accumulated benefit obligations in excess of plan assets:Accumulated benefit obligations
    
    ¥
    127,171
    
    
    ¥
    120,875
    
    
    $
    1,284,556Plan assets
    
    
    82,868
    
    
    
    88,011
    
    
    
    837,051Plans with projected benefit obligations in excess of plan assets:Projected benefit obligations
    
    ¥
    139,506
    
    
    ¥
    133,541
    
    
    $
    1,409,152Plan assets
    
    
    88,182
    
    
    
    96,883
    
    
    
    890,727
  F-22




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##### Table of Contents



Components of net periodic pension cost
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2007
    
    
    2009Service costBenefits earned during the year
    
    ¥
    8,460
    
    
    ¥
    6,390
    
    
    ¥
    7,081
    
    
    $
    85,455Interest cost on projected benefit obligation
    
    
    3,885
    
    
    
    3,776
    
    
    
    3,770
    
    
    
    39,242Expected return on plan assets
    
    
    (3,029
    )
    
    
    (3,210
    )
    
    
    (3,339
    )
    
    
    (30,596
    )Amortization of actuarial loss
    
    
    1,622
    
    
    
    570
    
    
    
    373
    
    
    
    16,384Amortization of prior service cost
    
    
    535
    
    
    
    825
    
    
    
    814
    
    
    
    5,404Curtailment loss
    
    
    475
    
    
    
    
    
    
    
    
    
    
    
    4,798Net periodic cost
    
    ¥
    11,948
    
    
    ¥
    8,351
    
    
    ¥
    8,699
    
    
    $
    120,687
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Current year actuarial loss
    
    ¥
    15,870
    
    
    ¥
    11,927
    
    
    $
    160,304Amortization of actuarial loss
    
    
    (2,031
    )
    
    
    (570
    )
    
    
    (20,515
    )Current year prior service cost
    
    
    (5
    )
    
    
    141
    
    
    
    (51
    )Amortization of prior service cost
    
    
    (601
    )
    
    
    (825
    )
    
    
    (6,071
    )¥
    13,233
    
    
    ¥
    10,673
    
    
    $
    133,667
  Thousands ofMillions of yen
    
    
    U.S. dollarsActuarial loss
    
    ¥
    2,655
    
    
    $
    26,818Prior service cost
    
    
    171
    
    
    
    1,727
  Assumptions
  Domestic plans
    
    
    Foreign plans2009
    
    
    2008
    
    
    2009
    
    
    2008Discount rate
    
    
    2.0
    %
    
    
    2.0
    %
    
    
    6.9
    %
    
    
    6.7
    %Assumed rate of increase in future compensation levels (Point-based benefit system)
    
    
    3.9
    %
    
    
    3.9
    %
    
    
    
    
    
    
    Assumed rate of increase in future compensation levels
    
    
    2.4
    %
    
    
    2.0
    %
    
    
    4.1
    %
    
    
    4.4
    %
  Domestic plans
    
    
    Foreign plans2009
    
    
    2008
    
    
    2007
    
    
    2009
    
    
    2008
    
    
    2007Discount rate
    
    
    2.0
    %
    
    
    1.9
    %
    
    
    2.0
    %
    
    
    6.7
    %
    
    
    5.6
    %
    
    
    5.3
    %Assumed rate of increase in future compensation levels (Point-based benefit system)
    
    
    3.9
    %
    
    
    3.7
    %
    
    
    3.7
    %
    
    
    
    
    
    
    
    
    
    
    Assumed rate of increase in future compensation levels
    
    
    2.0
    %
    
    
    2.3
    %
    
    
    2.4
    %
    
    
    4.4
    %
    
    
    4.1
    %
    
    
    4.3
    %Expected long-term rate of return on plan assets
    
    
    1.9
    %
    
    
    1.9
    %
    
    
    2.0
    %
    
    
    7.5
    %
    
    
    7.6
    %
    
    
    7.6
    %
    F-23




---



##### Table of Contents



Plan assets
  2009
    
    
    2008Equity securities
    
    
    25.2
    %
    
    
    31.3
    %Debt securities
    
    
    43.8
    %
    
    
    47.9
    %Life insurance company general accounts
    
    
    29.7
    %
    
    
    19.6
    %Others
    
    
    1.3
    %
    
    
    1.2
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    Cash flows
 (1) Contributions
  (2) Estimated future benefit payments
  Thousands ofYear ending March 31
    
    Millions of yen
    
    
    U.S. dollars2010
    
    ¥
    14,678
    
    
    $
    148,2632011
    
    
    12,673
    
    
    
    128,0102012
    
    
    13,553
    
    
    
    136,8992013
    
    
    11,369
    
    
    
    114,8382014
    
    
    7,261
    
    
    
    73,343Through 2015-2019
    
    ¥
    41,257
    
    
    $
    416,737
 Other postretirement benefit plan
   F-24




---



##### Table of Contents



Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Change in accumulated postretirement benefit obligation:Accumulated postretirement benefit obligation, beginning of year
    
    ¥
    9,555
    
    
    ¥
    11,614
    
    
    $
    96,515Service cost
    
    
    311
    
    
    
    340
    
    
    
    3,142Interest cost
    
    
    575
    
    
    
    597
    
    
    
    5,808Actuarial loss(gain)
    
    
    150
    
    
    
    (636
    )
    
    
    1,515Plan amendment
    
    
    (393
    )
    
    
    
    
    
    
    (3,970
    )Medicare Part D
    
    
    74
    
    
    
    81
    
    
    
    748Benefits paid
    
    
    (839
    )
    
    
    (829
    )
    
    
    (8,475
    )Foreign currency exchange rate change
    
    
    (364
    )
    
    
    (1,612
    )
    
    
    (3,677
    )Accumulated postretirement benefit obligation, end of year
    
    ¥
    9,069
    
    
    ¥
    9,555
    
    
    $
    91,606Change in plan assets:Fair value of plan assets, beginning of year
    
    ¥
    7,521
    
    
    ¥
    
    
    
    $
    75,970Actual return on plan assets
    
    
    (821
    )
    
    
    (213
    )
    
    
    (8,293
    )Employer contributions
    
    
    837
    
    
    
    9,584
    
    
    
    8,455Benefits paid
    
    
    (839
    )
    
    
    (829
    )
    
    
    (8,475
    )Foreign currency exchange rate change
    
    
    (119
    )
    
    
    (1,021
    )
    
    
    (1,202
    )Fair value of plan assets, end of year
    
    ¥
    6,579
    
    
    ¥
    7,521
    
    
    $
    66,455Funded status, end of year
    
    ¥
    (2,490
    )
    
    ¥
    (2,034
    )
    
    $
    (25,151
    )Prepaid benefit cost
    
    ¥
    677
    
    
    ¥
    1,105
    
    
    $
    6,838Other current liabilities
    
    
    (37
    )
    
    
    (33
    )
    
    
    (374
    )Accrued benefit liability
    
    
    (3,130
    )
    
    
    (3,106
    )
    
    
    (31,615
    )¥
    (2,490
    )
    
    ¥
    (2,034
    )
    
    $
    (25,151
    )Amounts recognized in accumulated other comprehensive income (loss):Actuarial loss
    
    ¥
    3,945
    
    
    ¥
    2,775
    
    
    $
    39,849Prior service cost
    
    
    686
    
    
    
    1,207
    
    
    
    6,929¥
    4,631
    
    
    ¥
    3,982
    
    
    $
    46,778
  Components of net periodic postretirement benefit cost
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2007
    
    
    2009Service cost
    
    ¥
    311
    
    
    ¥
    340
    
    
    ¥
    329
    
    
    $
    3,141Interest cost
    
    
    575
    
    
    
    597
    
    
    
    608
    
    
    
    5,808Expected return on plan assets
    
    
    (400
    )
    
    
    (232
    )
    
    
    
    
    
    
    (4,040
    )Amortization of actuarial loss
    
    
    201
    
    
    
    160
    
    
    
    247
    
    
    
    2,030Amortization of prior service cost
    
    
    128
    
    
    
    144
    
    
    
    172
    
    
    
    1,293Net periodic postretirement benefit cost
    
    ¥
    815
    
    
    ¥
    1,009
    
    
    ¥
    1,356
    
    
    $
    8,232
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Current year actuarial (gain) loss
    
    ¥
    1,371
    
    
    ¥
    (155
    )
    
    $
    13,849Amortization of actuarial loss
    
    
    (201
    )
    
    
    (160
    )
    
    
    (2,030
    )Current year prior service cost
    
    
    (393
    )
    
    
    (36
    )
    
    
    (3,970
    )Amortization of prior service cost
    
    
    (128
    )
    
    
    (144
    )
    
    
    (1,293
    )¥
    649
    
    
    ¥
    (495
    )
    
    $
    6,556
  F-25




---



##### Table of Contents



Thousands ofMillions of yen
    
    
    U.S. dollarsActuarial loss
    
    ¥
    305
    
    
    $
    3,081Prior service cost
    
    
    77
    
    
    
    778
  Assumptions
  2009
    
    
    2008Discount rate
    
    
    6.4
    %
    
    
    5.9
    %Assumed rate of increase in future compensation levels
    
    
    4.0
    %
    
    
    4.0
    %Current healthcare cost trend rate
    
    
    7.8
    %
    
    
    8.0
    %Ultimate healthcare cost trend rate
    
    
    4.8
    %
    
    
    5.0
    %Number of years to ultimate healthcare cost trend rate
    
    
    7
    
    
    
    7
  2009
    
    
    2008
    
    
    2007Discount rate
    
    
    5.9
    %
    
    
    5.5
    %
    
    
    5.3
    %Assumed rate of increase in future compensation levels
    
    
    4.0
    %
    
    
    4.0
    %
    
    
    4.0
    %Expected long-term rate of return on plan assets
    
    
    5.5
    %
    
    
    5.5
    %
    
    
    Current healthcare cost trend rate
    
    
    7.7
    %
    
    
    9.0
    %
    
    
    10.0
    %Ultimate healthcare cost trend rate
    
    
    4.8
    %
    
    
    5.0
    %
    
    
    5.0
    %Number of years to ultimate healthcare cost trend rate
    
    
    6
    
    
    
    5
    
    
    
    5
  Plan assets
  VEBA-Non
Union
    
    

VEBA-Union2009
    
    
    2008
    
    
    2009
    
    
    2008Equity securities
    
    
    33.0
    %
    
    
    32.1
    %
    
    
    32.0
    %
    
    
    32.0
    %Debt securities
    
    
    63.0
    %
    
    
    38.9
    %
    
    
    62.0
    %
    
    
    58.2
    %Others
    
    
    4.0
    %
    
    
    29.0
    %
    
    
    6.0
    %
    
    
    9.8
    %Total
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
    
    
    100.0
    %
  Cash flows
 (1) Contributions
  (2) Estimated future benefit payments
  Thousands ofYear ending March 31
    
    Millions of yen
    
    
    U.S. dollars2010
    
    ¥
    792
    
    
    $
    8,0002011
    
    
    818
    
    
    
    8,2632012
    
    
    839
    
    
    
    8,4752013
    
    
    852
    
    
    
    8,6062014
    
    
    882
    
    
    
    8,909Through 2015-2019
    
    ¥
    4,763
    
    
    $
    48,111
  F-26




---



##### Table of Contents



14. Shareholders Equity
 (1) Common Stock and Capital Surplus
    (2) Retained Earnings Appropriated for Legal Reserve
   (3) Retained Earnings and Dividends
    (4) Treasury Stock
   F-27




---



##### Table of Contents



(5) Stock Option Plan
     2009
    
    
    
    2008
    
    
    2007Weighted average
    
    
    
    
    
    
    Weighted average
    
    
    
    
    
    
    Weighted averageNumber of
    
    
    exercise price
    
    
    Number of
    
    
    exercise price
    
    
    Number of
    
    
    exercise priceshares
    
    
    Yen
    
    
    U.S. dollars
    
    
    shares
    
    
    Yen
    
    
    shares
    
    
    YenOutstanding at beginning of year
    
    
    2,844,000
    
    
    ¥
    1,784
    
    
    $
    18.02
    
    
    
    3,648,000
    
    
    ¥
    1,182
    
    
    
    3,665,000
    
    
    ¥
    848Granted
    
    
    463,000
    
    
    
    2,499
    
    
    
    25.24
    
    
    
    562,000
    
    
    
    3,661
    
    
    
    833,000
    
    
    
    2,325Exercised
    
    
    (416,000
    )
    
    
    926
    
    
    
    9.35
    
    
    
    (1,366,000
    )
    
    
    947
    
    
    
    (845,000
    )
    
    
    855Cancelled or Expired
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (5,000
    )
    
    
    2,325Outstanding at end of year
    
    
    2,891,000
    
    
    
    2,022
    
    
    
    20.42
    
    
    
    2,844,000
    
    
    
    1,784
    
    
    
    3,648,000
    
    
    
    1,182Exercisable at end of year
    
    
    2,428,000
    
    
    
    1,931
    
    
    
    19.51
    
    
    
    2,282,000
    
    
    
    1,322
    
    
    
    2,820,000
    
    
    
    846
   Outstanding
    
    
    Options ExercisableWeighted average
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Weighted averageWeighted average
    
    
    
    
    

    remaining
    


    
    
    
    
    Weighted average
    
    
    
    
    

    remainingexercise price
    
    
    Intrinsic value
    
    
    contractual life
    
    
    
    
    
    
    exercise price
    
    
    Intrinsic value
    
    
    contractual lifeNumber of
    
    
    
    
    
    Millions of
    
    
    Thousands of
    
    
    
    
    
    Number of
    
    
    
    
    
    Millions of
    
    
    Thousands ofExercise Prices
    
    shares
    
    
    Yen
    
    
    U.S. dollars
    
    
    yen
    
    
    U.S. dollars
    
    
    years
    
    
    shares
    
    
    Yen
    
    
    U.S. dollars
    
    
    yen
    
    
    U.S. dollars
    
    
    years¥445  650
    
    
    200,000
    
    
    ¥
    595
    
    
    $
    6.01
    
    
    ¥
    95
    
    
    $
    960
    
    
    
    0.3
    
    
    
    200,000
    
    
    ¥
    595
    
    
    $
    6.01
    
    
    ¥
    95
    
    
    $
    960
    
    
    
    0.3¥651  900
    
    
    330,000
    
    
    
    673
    
    
    
    6.80
    
    
    
    131
    
    
    
    1,323
    
    
    
    3.3
    
    
    
    330,000
    
    
    
    673
    
    
    
    6.80
    
    
    
    131
    
    
    
    1,323
    
    
    
    3.3¥901  1,350
    
    
    680,000
    
    
    
    1,126
    
    
    
    11.37
    
    
    
    
    
    
    
    
    
    
    
    4.3
    
    
    
    680,000
    
    
    
    1,126
    
    
    
    11.37
    
    
    
    
    
    
    
    
    
    
    
    4.3¥1,351  2,325
    
    
    656,000
    
    
    
    2,325
    
    
    
    23.48
    
    
    
    
    
    
    
    
    
    
    
    5.3
    
    
    
    656,000
    
    
    
    2,325
    
    
    
    23.48
    
    
    
    
    
    
    
    
    
    
    
    5.3¥2,326  3,700
    
    
    1,025,000
    
    
    
    3,136
    
    
    
    31.68
    
    
    
    
    
    
    
    
    
    
    
    6.9
    
    
    
    562,000
    
    
    
    3,661
    
    
    
    36.98
    
    
    
    
    
    
    
    
    
    
    
    6.4¥445  3,700
    
    
    2,891,000
    
    
    
    2,022
    
    
    
    20.42
    
    
    
    226
    
    
    
    2,283
    
    
    
    5.1
    
    
    
    2,428,000
    
    
    
    1,931
    
    
    
    19.51
    
    
    
    226
    
    
    
    2,283
    
    
    
    4.6
    F-28




---



##### Table of Contents



2009
    
    
    2008
    
    
    2007Grant-date fair value
    
    ¥
    813 ($8.21
    )
    
    ¥
    1,266
    
    
    ¥
    801Expected term
    
    7 years
    
    
    7 years
    
    
    6 yearsRisk-free rate
    
    
    0.60%-1.48
    %*
    
    
    0.76%-1.66
    %*
    
    
    0.52%-2.00
    %*Expected volatility
    
    
    39.00
    %
    
    
    38.00
    %
    
    
    39.00
    %Expected dividend yield
    
    
    1.32
    %
    
    
    1.36
    %
    
    
    1.27
    %
 *
    
    Interest rate corresponding to discount periods is applied to risk-free rate, that is as follows: 1 year
    
    
    2 years
    
    
    3 years
    
    
    4 years
    
    
    5 years
    
    
    6 years
    
    
    7 years
    
    
    8 years
    
    
    9 years
    
    
    10 years2007
    
    
    0.52
    %
    
    
    0.79
    %
    
    
    1.03
    %
    
    
    1.26
    %
    
    
    1.44
    %
    
    
    1.60
    %
    
    
    1.72
    %
    
    
    1.83
    %
    
    
    1.94
    %
    
    
    2.00
    %2008
    
    
    0.76
    %
    
    
    0.87
    %
    
    
    0.98
    %
    
    
    1.08
    %
    
    
    1.19
    %
    
    
    1.29
    %
    
    
    1.39
    %
    
    
    1.48
    %
    
    
    1.57
    %
    
    
    1.66
    %2009
    
    
    0.60
    %
    
    
    0.71
    %
    
    
    0.82
    %
    
    
    0.94
    %
    
    
    1.02
    %
    
    
    1.07
    %
    
    
    1.07
    %
    
    
    1.16
    %
    
    
    1.33
    %
    
    
    1.48
    %
 15. Other Comprehensive Income (Loss)
   Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2007
    
    
    2009Foreign currency translation adjustments:Balance, beginning of year
    
    ¥
    (34,457
    )
    
    ¥
    9,204
    
    
    ¥
    (2,240
    )
    
    $
    (348,050
    )Adjustment for the year
    
    
    (49,695
    )
    
    
    (43,661
    )
    
    
    11,444
    
    
    
    (501,970
    )Balance, end of year
    
    ¥
    (84,152
    )
    
    ¥
    (34,457
    )
    
    ¥
    9,204
    
    
    $
    (850,020
    )Net unrealized holding gains (losses) on securities available for sale:Balance, beginning of year
    
    ¥
    24,736
    
    
    ¥
    39,807
    
    
    ¥
    36,910
    
    
    $
    249,858Net increase (decrease)
    
    
    (16,090
    )
    
    
    (15,071
    )
    
    
    2,897
    
    
    
    (162,525
    )Balance, end of year
    
    ¥
    8,646
    
    
    ¥
    24,736
    
    
    ¥
    39,807
    
    
    $
    87,333Pension liability adjustments:Balance, beginning of year
    
    ¥
    
    
    
    ¥
    
    
    
    ¥
    (11,299
    )
    
    $
    Adjustment for the year
    
    
    
    
    
    
    
    
    
    
    5,856
    
    
    
    Adjustment to initially apply SFAS No. 158
    
    
    
    
    
    
    
    
    
    
    5,443
    
    
    
    Balance, end of year
    
    ¥
    
    
    
    ¥
    
    
    
    ¥
    
    
    
    $
    Pension liability adjustmentsAfter application of SFAS No. 158:Balance, beginning of year
    
    ¥
    (19,208
    )
    
    ¥
    (15,300
    )
    
    ¥
    
    
    
    $
    (194,020
    )Adjustment for the year
    
    
    (10,027
    )
    
    
    (3,908
    )
    
    
    
    
    
    
    (101,283
    )Adjustment to initially apply SFAS No. 158
    
    
    
    
    
    
    
    
    
    
    (15,300
    )
    
    
    Balance, end of year
    
    ¥
    (29,235
    )
    
    ¥
    (19,208
    )
    
    ¥
    (15,300
    )
    
    $
    (295,303
    )Net unrealized holding gains (losses) on derivative instruments:Balance, beginning of year
    
    ¥
    150
    
    
    ¥
    (210
    )
    
    ¥
    (276
    )
    
    $
    1,515Net increase (decrease)
    
    
    (1,153
    )
    
    
    360
    
    
    
    66
    
    
    
    (11,646
    )Balance, end of year
    
    ¥
    (1,003
    )
    
    ¥
    150
    
    
    ¥
    (210
    )
    
    $
    (10,131
    )Total accumulated other comprehensive income (loss)Balance, beginning of year
    
    ¥
    (28,779
    )
    
    ¥
    33,501
    
    
    ¥
    23,095
    
    
    $
    (290,697
    )Other comprehensive income for the year, net of tax
    
    
    (76,965
    )
    
    
    (62,280
    )
    
    
    20,263
    
    
    
    (777,424
    )Adjustment to initially apply SFAS No. 158
    
    
    
    
    
    
    
    
    
    
    (9,857
    )
    
    
    Balance, end of year
    
    ¥
    (105,744
    )
    
    ¥
    (28,779
    )
    
    ¥
    33,501
    
    
    $
    (1,068,121
    )
  F-29




---



##### Table of Contents



Millions of yenPretax
    
    
    Tax (expense)
    
    
    Net of taxamount
    
    
    or benefit
    
    
    amount2009:Foreign currency translation adjustments
    
    ¥
    (50,243
    )
    
    ¥
    548
    
    
    ¥
    (49,695
    )Net unrealized holding gains (losses) on securities available for sale:Unrealized holding gains or (losses) arising during the year
    
    
    (29,333
    )
    
    
    11,432
    
    
    
    (17,901
    )Less: reclassification adjustment for (gains) or losses included in net income
    
    
    3,058
    
    
    
    (1,247
    )
    
    
    1,811Net unrealized gains (losses)
    
    
    (26,275
    )
    
    
    10,185
    
    
    
    (16,090
    )Pension liability adjustmentsUnrealized holding gains or (losses) arising during the year
    
    
    (16,843
    )
    
    
    4,420
    
    
    
    (12,423
    )Less: reclassification adjustment for (gains) or losses included in net income
    
    
    2,961
    
    
    
    (565
    )
    
    
    2,396Net unrealized gains (losses)
    
    
    (13,882
    )
    
    
    3,855
    
    
    
    (10,027
    )Net unrealized holding gains (losses) on derivative instruments:Changes in fair value of derivatives
    
    
    855
    
    
    
    (306
    )
    
    
    549Net (gains) or losses reclassified into earnings
    
    
    (2,892
    )
    
    
    1,190
    
    
    
    (1,702
    )Net unrealized gains (losses)
    
    
    (2,037
    )
    
    
    884
    
    
    
    (1,153
    )Other comprehensive income (loss)
    
    ¥
    (92,437
    )
    
    ¥
    15,472
    
    
    ¥
    (76,965
    )2008:Foreign currency translation adjustments
    
    ¥
    (43,661
    )
    
    ¥
    
    
    
    ¥
    (43,661
    )Net unrealized holding gains (losses) on securities available for sale:Unrealized holding gains or (losses) arising during the year
    
    
    (30,182
    )
    
    
    15,098
    
    
    
    (15,084
    )Less: reclassification adjustment for (gains) or losses included in net income
    
    
    22
    
    
    
    (9
    )
    
    
    13Net unrealized gains (losses)
    
    
    (30,160
    )
    
    
    15,089
    
    
    
    (15,071
    )Pension liability adjustmentsUnrealized holding gains or (losses) arising during the year
    
    
    (8,254
    )
    
    
    3,337
    
    
    
    (4,917
    )Less: reclassification adjustment for (gains) or losses included in net income
    
    
    1,699
    
    
    
    (690
    )
    
    
    1,009Net unrealized gains (losses)
    
    
    (6,555
    )
    
    
    2,647
    
    
    
    (3,908
    )Net unrealized holding gains (losses) on derivative instruments:Changes in fair value of derivatives
    
    
    1,726
    
    
    
    (704
    )
    
    
    1,022Net (gains) or losses reclassified into earnings
    
    
    (1,118
    )
    
    
    456
    
    
    
    (662
    )Net unrealized gains (losses)
    
    
    608
    
    
    
    (248
    )
    
    
    360Other comprehensive income (loss)
    
    ¥
    (79,768
    )
    
    ¥
    17,488
    
    
    ¥
    (62,280
    )2007:Foreign currency translation adjustments
    
    ¥
    11,444
    
    
    ¥
    
    
    
    ¥
    11,444Net unrealized holding gains (losses) on securities available for sale:Unrealized holding gains or (losses) arising during the year
    
    
    5,014
    
    
    
    (2,000
    )
    
    
    3,014Less: reclassification adjustment for (gains) or losses included in net income
    
    
    (199
    )
    
    
    82
    
    
    
    (117
    )Net unrealized gains (losses)
    
    
    4,815
    
    
    
    (1,918
    )
    
    
    2,897Pension liability adjustments
    
    
    9,900
    
    
    
    (4,044
    )
    
    
    5,856Net unrealized holding gains (losses) on derivative instruments:Changes in fair value of derivatives
    
    
    (826
    )
    
    
    337
    
    
    
    (489
    )Net (gains) or losses reclassified into earnings
    
    
    937
    
    
    
    (382
    )
    
    
    555Net unrealized gains (losses)
    
    
    111
    
    
    
    (45
    )
    
    
    66Other comprehensive income (loss)
    
    ¥
    26,270
    
    
    ¥
    (6,007
    )
    
    ¥
    20,263
  F-30




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##### Table of Contents



Thousands of U.S. dollarsPretax
    
    
    Tax (expense)
    
    
    Net of taxamount
    
    
    or benefit
    
    
    amount2009:Foreign currency translation adjustments
    
    $
    (507,505
    )
    
    $
    5,535
    
    
    $
    (501,970
    )Net unrealized holding gains (losses) on securities available for sale:Unrealized holding gains or (losses) arising during the year
    
    
    (296,293
    )
    
    
    115,475
    
    
    
    (180,818
    )Less: reclassification adjustment for (gains) or losses included in net income
    
    
    30,889
    
    
    
    (12,596
    )
    
    
    18,293Net unrealized gains (losses)
    
    
    (265,404
    )
    
    
    102.879
    
    
    
    (162,525
    )Pension liability adjustmentsUnrealized holding gains or (losses) arising during the year
    
    
    (170,131
    )
    
    
    44,646
    
    
    
    (125,485
    )Less: reclassification adjustment for (gains) or losses included in net income
    
    
    29,909
    
    
    
    (5,707
    )
    
    
    24,202Net unrealized gains (losses)
    
    
    (140,222
    )
    
    
    38,939
    
    
    
    (101,283
    )Net unrealized holding gains (losses) on derivative instruments:Changes in fair value of derivatives
    
    
    8,636
    
    
    
    (3,091
    )
    
    
    5,545Net (gains) or losses reclassified into earnings
    
    
    (29,212
    )
    
    
    12,021
    
    
    
    (17,191
    )Net unrealized gains (losses)
    
    
    (20,576
    )
    
    
    8,930
    
    
    
    (11,646
    )Other comprehensive income (loss)
    
    $
    (933,707
    )
    
    $
    156,283
    
    
    $
    (777,424
    )
 16. Income Taxes
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2007
    
    
    2009Income from continuing operations before income taxes , minority interests
and equity in earnings of affiliated companies:Domestic
    
    ¥
    5,426
    
    
    ¥
    151,878
    
    
    ¥
    111,220
    
    
    $
    54,808Foreign
    
    
    123,356
    
    
    
    170,332
    
    
    
    125,271
    
    
    
    1,246,020¥
    128,782
    
    
    ¥
    322,210
    
    
    ¥
    236,491
    
    
    $
    1,300,828Income taxes:CurrentDomestic
    
    ¥
    22,854
    
    
    ¥
    53,954
    
    
    ¥
    44,295
    
    
    $
    230,848Foreign
    
    
    37,657
    
    
    
    50,188
    
    
    
    31,807
    
    
    
    380,37460,511
    
    
    
    104,142
    
    
    
    76,102
    
    
    
    611,222DeferredDomestic
    
    
    (17,008
    )
    
    
    7,779
    
    
    
    681
    
    
    
    (171,798
    )Foreign
    
    
    (1,210
    )
    
    
    3,873
    
    
    
    2,962
    
    
    
    (12,222
    )(18,218
    )
    
    
    11,652
    
    
    
    3,643
    
    
    
    (184,020
    )Total
    
    ¥
    42,293
    
    
    ¥
    115,794
    
    
    ¥
    79,745
    
    
    $
    427,202
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2007
    
    
    2009Income from continuing operations
    
    ¥
    42,293
    
    
    ¥
    115,794
    
    
    ¥
    79,745
    
    
    $
    427,202Income from discontinued operations
    
    
    
    
    
    
    3,364
    
    
    
    14,566
    
    
    
    Other comprehensive income (loss):Foreign currency translation adjustments
    
    
    (548
    )
    
    
    
    
    
    
    
    
    
    
    (5,536
    )Net unrealized holding gains (losses) on securities available for sale
    
    
    (10,185
    )
    
    
    (15,089
    )
    
    
    1,918
    
    
    
    (102,879
    )Pension liability adjustments
    
    
    (3,855
    )
    
    
    (2,647
    )
    
    
    4,044
    
    
    
    (38,939
    )Net unrealized holding gains (losses) on derivative instruments
    
    
    (884
    )
    
    
    248
    
    
    
    45
    
    
    
    (8,929
    )Amount credited directly to accumulated other comprehensive
income (loss) upon adoption of SFAS No. 158
    
    
    
    
    
    
    
    
    
    
    (5,560
    )
    
    
    Total income taxes
    
    ¥
    26,821
    
    
    ¥
    101,670
    
    
    ¥
    94,758
    
    
    $
    270,919
  F-31




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##### Table of Contents



Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Deferred tax assets:Allowances provided, not yet recognized for tax
    
    ¥
    1,587
    
    
    ¥
    3,399
    
    
    $
    16,030Accrued expenses
    
    
    52,054
    
    
    
    49,662
    
    
    
    525,798Property, plant and equipment
    
    
    14,117
    
    
    
    2,798
    
    
    
    142,596Inventories
    
    
    8,902
    
    
    
    7,685
    
    
    
    89,919Net operating loss carryforwards
    
    
    26,618
    
    
    
    8,047
    
    
    
    268,869Research and development expenses
    
    
    461
    
    
    
    309
    
    
    
    4,657Other
    
    
    21,854
    
    
    
    23,432
    
    
    
    220,747Total gross deferred tax assets
    
    
    125,593
    
    
    
    95,332
    
    
    
    1,268,616Less valuation allowance
    
    
    (31,420
    )
    
    
    (22,435
    )
    
    
    (317,374
    )Total deferred tax assets
    
    ¥
    94,173
    
    
    ¥
    72,897
    
    
    $
    951,242Deferred tax liabilities:Unrealized holding gains on securities available for sale
    
    ¥
    4,213
    
    
    ¥
    13,172
    
    
    $
    42,556Deferral of profit from installment sales
    
    
    213
    
    
    
    240
    
    
    
    2,152Property, plant and equipment
    
    
    11,807
    
    
    
    11,734
    
    
    
    119,263Intangible assets
    
    
    17,544
    
    
    
    16,153
    
    
    
    177,212Undistributed earnings of foreign subsidiaries and
affiliated companies accounted for by the equity method
    
    
    3,080
    
    
    
    5,280
    
    
    
    31,110Total deferred tax liabilities
    
    ¥
    36,857
    
    
    ¥
    46,579
    
    
    $
    372,293Net deferred tax assets
    
    ¥
    57,316
    
    
    ¥
    26,318
    
    
    $
    578,949
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Deferred income taxes and other current assets
    
    ¥
    37,749
    
    
    ¥
    40,141
    
    
    $
    381,303Deferred income taxes and other assets
    
    
    36,397
    
    
    
    16,483
    
    
    
    367,646Deferred income taxes and other current liabilities
    
    
    (228
    )
    
    
    (133
    )
    
    
    (2,303
    )Deferred income taxes and other liabilities
    
    
    (16,602
    )
    
    
    (30,173
    )
    
    
    (167,697
    )¥
    57,316
    
    
    ¥
    26,318
    
    
    $
    578,949
     F-32




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##### Table of Contents



2009
    
    
    2008
    
    
    2007Japanese statutory tax rate
    
    
    40.8
    %
    
    
    40.8
    %
    
    
    40.8
    %Increase (decrease) in tax rates resulting from:Increase (decrease) in valuation allowance
    
    
    7.1
    
    
    
    0.8
    
    
    
    0.7Expenses not deductible for tax purposes
    
    
    2.9
    
    
    
    2.0
    
    
    
    2.4Realization of tax benefits on operating losses of subsidiaries
    
    
    (1.4
    )
    
    
    (1.5
    )
    
    
    (2.2
    )Income of foreign subsidiaries taxed at lower than Japanese normal rate
    
    
    (11.3
    )
    
    
    (5.1
    )
    
    
    (6.2
    )Tax credit for research and development expenses
    
    
    (0.7
    )
    
    
    (0.8
    )
    
    
    (1.5
    )Other, net
    
    
    (4.6
    )
    
    
    (0.3
    )
    
    
    (0.3
    )Effective tax rate
    
    
    32.8
    %
    
    
    35.9
    %
    
    
    33.7
    %
  Thousands ofAt March 31, 2009
    

Millions of yen
    
    

U.S. dollarsWithin 5 years
    
    ¥
    8,353
    
    
    $
    84,3746 to 20 years
    
    
    58,417
    
    
    
    590,071Indefinite periods
    
    
    41
    
    
    
    414Total
    
    ¥
    66,811
    
    
    $
    674,859
     F-33




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##### Table of Contents



17. Rent Expenses
  Millions of yen
    
    
    Thousands of U.S. dollarsCapital
    
    
    Operating lease
    
    
    
    
    
    
    Capital
    
    
    Operating leaseYear ending March 31
    
    leases
    
    
    commitments
    
    
    Total
    
    
    leases
    
    
    commitments
    
    
    Total2010
    
    ¥
    26,493
    
    
    ¥
    3,760
    
    
    ¥
    30,253
    
    
    $
    267,606
    
    
    $
    37,980
    
    
    $
    305,5862011
    
    
    21,675
    
    
    
    2,312
    
    
    
    23,987
    
    
    
    218,940
    
    
    
    23,353
    
    
    
    242,2932012
    
    
    25,197
    
    
    
    1,298
    
    
    
    26,495
    
    
    
    254,515
    
    
    
    13,111
    
    
    
    267,6262013
    
    
    12,476
    
    
    
    821
    
    
    
    13,297
    
    
    
    126,020
    
    
    
    8,293
    
    
    
    134,3132014
    
    
    4,450
    
    
    
    594
    
    
    
    5,044
    
    
    
    44,950
    
    
    
    6,000
    
    
    
    50,950Thereafter
    
    
    1,172
    
    
    
    2,683
    
    
    
    3,855
    
    
    
    11,838
    
    
    
    27,101
    
    
    
    38,939Total minimum lease payments
    
    ¥
    91,463
    
    
    ¥
    11,468
    
    
    ¥
    102,931
    
    
    $
    923,869
    
    
    $
    115,838
    
    
    $
    1,039,707Less: amounts representing interest
    
    
    (5,064
    )
    
    
    
    
    
    
    
    
    
    
    (51,152
    )Present value of net minimum capital lease payments
    
    ¥
    86,399
    
    
    
    
    
    
    
    
    
    
    $
    872,717
 18. Net Income per Share
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2007
    
    
    2009Income from continuing operations
    
    ¥
    78,797
    
    
    ¥
    203,826
    
    
    ¥
    153,264
    
    
    $
    795,929Income from discontinued operations less applicable income taxes
    
    
    
    
    
    
    4,967
    
    
    
    11,374
    
    
    
    Net income
    
    ¥
    78,797
    
    
    ¥
    208,793
    
    
    ¥
    164,638
    
    
    $
    795,929
 Number of shares2009
    
    
    2008
    
    
    2007Weighted average common shares outstanding, less treasury stock
    
    
    985,585,385
    
    
    
    994,844,955
    
    
    
    993,597,436Dilutive effect of:Stock options
    
    
    731,973
    
    
    
    1,335,586
    
    
    
    1,788,951Weighted average diluted common shares outstanding
    
    
    986,317,358
    
    
    
    996,180,541
    
    
    
    995,386,387
 Yen
    
    
    U.S. cents2009
    
    
    2008
    
    
    2007
    
    
    2009Income from continuing operations:Basic
    
    ¥
    79.95
    
    
    ¥
    204.88
    
    
    ¥
    154.25
    
    
    ¢
    80.76Diluted
    
    
    79.89
    
    
    
    204.61
    
    
    
    153.97
    
    
    
    80.70Income from discontinued operations:Basic
    
    ¥
    
    
    
    ¥
    4.99
    
    
    ¥
    11.45
    
    
    ¢
    Diluted
    
    
    
    
    
    
    4.98
    
    
    
    11.43
    
    
    
    Net income:Basic
    
    ¥
    79.95
    
    
    ¥
    209.87
    
    
    ¥
    165.70
    
    
    ¢
    80.76Diluted
    
    
    79.89
    
    
    
    209.59
    
    
    
    165.40
    
    
    
    80.70
 19. Commitments and Contingent Liabilities
    F-34




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##### Table of Contents



Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Balance at beginning of year
    
    ¥
    31,890
    
    
    ¥
    28,999
    
    
    $
    322,121Addition
    
    
    25,288
    
    
    
    27,879
    
    
    
    255,434Utilization
    
    
    (26,369
    )
    
    
    (22,933
    )
    
    
    (266,353
    )Other
    
    
    (2,553
    )
    
    
    (2,055
    )
    
    
    (25,788
    )Balance at end of year
    
    ¥
    28,256
    
    
    ¥
    31,890
    
    
    $
    285,414
 20. Derivative Financial Instruments
 Risk Management Policy
     Fair Value Hedges
  Cash Flow Hedges
   F-35




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##### Table of Contents



Undesignated Derivative Instruments
  Notional Principal Amounts of Derivative Financial Instruments
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Forwards and options:Sale of foreign currencies
    
    ¥
    30,868
    
    
    ¥
    89,531
    
    
    $
    311,798Purchase of foreign
currencies
    
    
    48,424
    
    
    
    68,460
    
    
    
    489,131Option contracts (purchased)
    
    
    1,011
    
    
    
    6,071
    
    
    
    10,212Option contracts (sold)
    
    
    
    
    
    
    3,009
    
    
    
    Interest rate swap, cross-
currency swap and interest
rate cap agreements
    
    
    226,754
    
    
    
    263,458
    
    
    
    2,290,444
  Millions of yen2009Derivative Assets
    
    
    Derivative LiabilitiesDerivative instruments designated
    
    Location on the consolidated
    
    Estimated
    
    
    Location on the consolidated
    
    Estimatedas hedging instruments
    
    Balance Sheets
    
    fair value
    
    
    Balance Sheets
    
    fair valueForwards contracts
    
    Deferred income taxes and other current assets
    
    ¥
    278
    
    

Deferred
income taxes and other current liabilities
    
    ¥
    430Deferred income taxes and other assets
    
    
    8
    
    

Deferred
income taxes and other liabilities
    
    
    Interest
rate swaps,cross-currency swap and interest rate cap agreements
    
    Deferred income taxes and other current assets
    
    
    2,351
    
    

Deferred
income taxes and other current liabilities
    
    
    Deferred income taxes and other assets
    
    
    5,709
    
    

Deferred
income taxes and other liabilities
    
    
    Total
    
    
    
    ¥
    8,346
    
    
    
    
    ¥
    430
 Derivative Assets
    
    
    Derivative LiabilitiesLocation on the consolidated
    
    Estimated
    
    
    Location on the consolidated
    
    EstimatedUndesignated derivative instruments
    
    Balance Sheets
    
    fair value
    
    
    Balance Sheets
    
    fair valueForwards contracts
    
    Deferred income taxes and other current assets
    
    ¥
    1,016
    
    

Deferred
income taxes and other current liabilities
    
    ¥
    1,387Option contracts
    
    Deferred income taxes and other current assets
    
    
    19
    
    

Deferred
income taxes and other current liabilities
    
    
    Interest
rate swaps,cross-currency swap and interest rate cap agreements
    
    Deferred income taxes and other current assets
    
    
    766
    
    

Deferred
income taxes and other current liabilities
    
    
    980Deferred income taxes and other assets
    
    
    1,704
    
    

Deferred
income taxes and other liabilities
    
    
    3,058Total
    
    
    
    ¥
    3,505
    
    
    
    
    ¥
    5,425Total Derivative Instruments
    
    
    
    ¥
    11,851
    
    
    
    
    ¥
    5,855
  F-36




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##### Table of Contents



Thousands of U.S. dollars2009Derivative Assets
    
    
    Derivative LiabilitiesDerivative instruments designated
    
    Location on the consolidated
    
    Estimated
    
    
    Location on the consolidated
    
    Estimatedas hedging instruments
    
    Balance Sheets
    
    fair value
    
    
    Balance Sheets
    
    fair valueForwards contracts
    
    Deferred income taxes and other current assets
    
    $
    2,808
    
    

Deferred
income taxes and other current liabilities
    
    $
    4,344Deferred income taxes and other assets
    
    
    81
    
    
    Deferred income taxes and other liabilities
    
    
    Interest
rate swaps,cross-currency swap and interest rate cap agreements
    
    Deferred income taxes and other current assets
    
    
    23,748
    
    
    Deferred income taxes and other current liabilities
    
    
    Deferred income taxes and other assets
    
    
    57,667
    
    
    Deferred income taxes and other liabilities
    
    
    Total
    
    
    
    $
    84,304
    
    
    
    
    $
    4,344
 Derivative Assets
    
    
    Derivative LiabilitiesLocation on the consolidated
    
    Estimated
    
    
    Location on the consolidated
    
    EstimatedUndesignated derivative instruments
    
    Balance Sheets
    
    fair value
    
    
    Balance Sheets
    
    fair valueForwards contracts
    
    Deferred income taxes and other current assets
    
    $
    10,262
    
    
    Deferred income taxes and other current liabilities
    
    $
    14,010Option contracts
    
    Deferred income taxes and other current assets
    
    
    192
    
    
    Deferred income taxes and other current liabilities
    
    
    Interest
rate swaps,cross-currency swap and interest rate cap agreements
    
    Deferred income taxes and other current assets
    
    
    7,737
    
    
    Deferred income taxes and other current liabilities
    
    
    9,899Deferred income taxes and other assets
    
    
    17,212
    
    
    Deferred income taxes and other liabilities
    
    
    30,888Total
    
    
    
    $
    35,403
    
    
    
    
    $
    54,797Total Derivative Instruments
    
    
    
    $
    119,707
    
    
    
    
    $
    59,141
  Derivative instruments designated as fair value hedging relationships
 Millions of yen2009Location of
    
    Amount of
    
    
    Location of
    
    Amount ofgains (losses)
    
    gains (losses)
    
    
    gains (losses)
    
    gains (losses)recognized in income
    
    recognized in income
    
    
    recognized in income
    
    recognized in incomeon derivatives
    
    on derivatives
    
    
    on hedged items
    
    on hedged itemsInterest rate swaps,cross-currency swap
and interest rate cap agreements

    
    Other income (expenses), net: Other, net
    
    ¥
    7,910
    
    
    Other income (expenses), net: Other, net
    
    ¥
    (6,958
    )Total
    
    
    
    ¥
    7,910
    
    
    
    
    ¥
    (6,958
    )
 Thousands of U.S. dollars2009Location of
    
    Amount of
    
    
    Location of
    
    Amount ofgains (losses)
    
    gains (losses)
    
    
    gains (losses)
    
    gains (losses)recognized in income
    
    recognized in income
    
    
    recognized in income
    
    recognized in incomeon derivatives
    
    on derivatives
    
    
    on hedged items
    
    on hedged itemsInterest rate swaps,cross-currency swap
and interest rate cap agreements
    
    Other income (expenses), net: Other, net
    
    $
    79,899
    
    
    Other income (expenses), net: Other, net
    
    $
    (70,283
    )Total
    
    
    
    $
    79,899
    
    
    
    
    $
    (70,283
    )
  F-37




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##### Table of Contents



Derivative instruments designated as cash flow hedging relationships
 Millions of yen2009Ineffective portion and amountEffective portion

    
    

excluded from effectiveness testingAmount of
    
    
    Location of
    
    Amount of
    
    
    Location of
    
    
    Amount ofgains (losses)
    
    
    gains (losses) reclassified
    
    gains (losses) reclassified
    
    
    gains (losses)
    
    
    gains (losses)recognized in
    
    
    from accumulated
    
    from accumulated
    
    
    recognized in income
    
    
    recognized in incomeOCI on derivatives
    
    
    OCI into income
    
    OCI into income
    
    
    on derivatives
    
    
    on derivativesForwards contracts
    
    ¥
    790
    
    
    Other income (expenses), net: Other, net
    
    ¥
    2,892
    
    
    
    
    
    
    ¥
    Interest rate swaps,cross-currency swap
and interest rate cap agreements
    
    
    65
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    ¥
    855
    
    
    
    
    ¥
    2,892
    
    
    
    
    
    
    ¥
    
 Thousands of U.S. dollars2009Ineffective portion and amountEffective portion
    
    

excluded from effectiveness testingAmount of
    
    
    Location of
    
    Amount of
    
    
    Location of
    
    
    Amount ofgains (losses)
    
    
    gains (losses) reclassified
    
    gains (losses) reclassified
    
    
    gains (losses)
    
    
    gains (losses)recognized in
    
    
    from accumulated
    
    from accumulated
    
    
    recognized in income
    
    
    recognized in incomeOCI on derivatives
    
    
    OCI into income
    
    OCI into income
    
    
    on derivatives
    
    
    on derivativesForwards contracts
    
    $
    7,980
    
    
    Other income (expenses), net: Other, net
    
    $
    29,212
    
    
    
    
    
    
    $
    Interest rate swaps,cross-currency swap
and interest rate cap agreements
    
    
    656
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total
    
    $
    8,636
    
    
    
    
    $
    29,212
    
    
    
    
    
    
    $
    
 *
    
    OCI stands for Other comprehensive income (loss). Derivative instruments not designated as hedging instruments relationships
 Millions of yen2009Location of gains (losses) recognized
    
    Amount of gains (losses) recognizedin income on derivatives
    
    in income on derivativesForwards contracts
    
    Other income (expenses), net: Other, net
    
    ¥
    846Option contracts
    
    Other income (expenses), net: Other, net
    
    
    (7
    )Interest rate swaps,cross-currency swap
    
    Cost of sales
    
    
    94and interest rate cap agreements
    
    Other income (expenses), net: Other, net
    
    
    (2,771
    )Total
    
    
    
    ¥
    (1,838
    )
 Thousands of U.S. dollars2009Location of gains (losses) recognized
    
    Amount of gains (losses) recognizedin income on derivatives
    
    in income on derivativesForwards contracts
    
    Other income (expenses), net: Other, net
    
    $
    8,545Option contracts
    
    Other income (expenses), net: Other, net
    
    
    (71
    )Interest rate swaps,cross-currency swap
    
    Cost of sales
    
    
    949and interest rate cap agreements
    
    Other income (expenses), net: Other, net
    
    
    (27,989
    )Total
    
    
    
    $
    (18,566
    )
  F-38




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##### Table of Contents



21. The Fair Value of Financial Instruments
 (1)
    
    Cash and Cash Equivalents, Time Deposits, Trade Notes and Accounts Receivable, Other
Current Assets, Short-Term Debt, Trade Notes, Bills and Accounts Payable, and Other Current
Liabilities
  (2) Investment Securities
  (3) Installment Receivables
  (4) Long-Term Debt
  (5) Derivative Financial Instruments
   Millions of yen
    
    
    Thousands of U.S. dollars2009
    
    
    2008
    
    
    2009Carrying
    
    
    Estimated
    
    
    Carrying
    
    
    Estimated
    
    
    Carrying
    
    
    Estimatedamount
    
    
    fair value
    
    
    amount
    
    
    fair value
    
    
    amount
    
    
    fair valueInvestment securities, marketable equity securities
    
    ¥
    37,066
    
    
    ¥
    37,066
    
    
    ¥
    66,728
    
    
    ¥
    66,728
    
    
    $
    374,404
    
    
    $
    374,404Long-term debt, including current portion
    
    
    379,768
    
    
    
    376,108
    
    
    
    343,205
    
    
    
    342,195
    
    
    
    3,836,040
    
    
    
    3,799,071Derivatives:Forwards and optionsAssets
    
    
    1,321
    
    
    
    1,321
    
    
    
    7,314
    
    
    
    7,314
    
    
    
    13,343
    
    
    
    13,343Liabilities
    
    
    1,817
    
    
    
    1,817
    
    
    
    1,295
    
    
    
    1,295
    
    
    
    18,354
    
    
    
    18,354Interest rate swap, cross-currency swap and
interest rate cap agreementsAssets
    
    
    10,530
    
    
    
    10,530
    
    
    
    9,064
    
    
    
    9,064
    
    
    
    106,364
    
    
    
    106,364Liabilities
    
    
    4,038
    
    
    
    4,038
    
    
    
    4,619
    
    
    
    4,619
    
    
    
    40,787
    
    
    
    40,787
 Limitations
  22. Fair value measurements
  Level 1 
    
    Quoted prices in active markets for identical assets or liabilities.Level 2 
    
    Inputs other than quoted prices included within Level 1 that are observable for the
assets or liabilities, either directly or indirectlyLevel 3 
    
    Unobservable inputs for the assets
or liabilities
   F-39




---



##### Table of Contents



Millions of yenLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsInvestment securities available for sale
    
    ¥
    37,066
    
    
    ¥
    
    
    
    ¥
    
    
    
    ¥
    37,066Derivatives
    
    
    
    
    
    
    11,851
    
    
    
    
    
    
    
    11,851Other
    
    
    
    
    
    
    
    
    
    
    919
    
    
    
    919Total
    
    
    37,066
    
    
    
    11,851
    
    
    
    919
    
    
    
    49,836LiabilitiesDerivatives
    
    
    
    
    
    
    5,855
    
    
    
    
    
    
    
    5,855Other
    
    
    
    
    
    
    46,946
    
    
    
    
    
    
    
    46,946Total
    
    
    
    
    
    
    52,801
    
    
    
    
    
    
    
    52,801
 Thousands of U.S. dollarsLevel 1
    
    
    Level 2
    
    
    Level 3
    
    
    TotalAssetsInvestment securities available for sale
    
    $
    374,404
    
    
    $
    
    
    
    $
    
    
    
    $
    374,404Derivatives
    
    
    
    
    
    
    119,707
    
    
    
    
    
    
    
    119,707Other
    
    
    
    
    
    
    
    
    
    
    9,283
    
    
    
    9,283Total
    
    
    374,404
    
    
    
    119,707
    
    
    
    9,283
    
    
    
    503,394LiabilitiesDerivatives
    
    
    
    
    
    
    59,141
    
    
    
    
    
    
    
    59,141Other
    
    
    
    
    
    
    474,202
    
    
    
    
    
    
    
    474,202Total
    
    
    
    
    
    
    533,343
    
    
    
    
    
    
    
    533,343
 Investment securities available for sale
  Derivatives
  Other
   Thousands ofMillions of yen
    
    
    U.S. dollarsBalance at beginning of year
    
    ¥
    3,015
    
    
    $
    30,455Total gains or losses (realized / unrealized)
    
    
    355
    
    
    
    3,586Included in earnings
    
    
    349
    
    
    
    3,525Included in other comprehensive income (loss)
    
    
    6
    
    
    
    61Purchases, issuances and settlements
    
    
    (2,451
    )
    
    
    (24,758
    )Balance at end of year
    
    ¥
    919
    
    
    $
    9,283
  23. Business Segment Information
     F-40




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##### Table of Contents



Operating segments:
 Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2007
    
    
    2009Net sales:Construction, Mining and Utility EquipmentCustomers
    
    ¥
    1,744,733
    
    
    ¥
    2,048,711
    
    
    ¥
    1,711,275
    
    
    $
    17,623,566Intersegment
    
    
    4,653
    
    
    
    6,127
    
    
    
    7,821
    
    
    
    47,000Total
    
    
    1,749,386
    
    
    
    2,054,838
    
    
    
    1,719,096
    
    
    
    17,670,566Industrial Machinery and OthersCustomers
    
    
    277,010
    
    
    
    194,312
    
    
    
    182,068
    
    
    
    2,798,080Intersegment
    
    
    26,389
    
    
    
    23,376
    
    
    
    22,385
    
    
    
    266,556Total
    
    
    303,399
    
    
    
    217,688
    
    
    
    204,453
    
    
    
    3,064,636Elimination
    
    
    (31,042
    )
    
    
    (29,503
    )
    
    
    (30,206
    )
    
    
    (313,556
    )Consolidated
    
    ¥
    2,021,743
    
    
    ¥
    2,243,023
    
    
    ¥
    1,893,343
    
    
    $
    20,421,646Segment profit:Construction, Mining and Utility Equipment
    
    ¥
    180,455
    
    
    ¥
    317,895
    
    
    ¥
    232,653
    
    
    $
    1,822,778Industrial Machinery and Others
    
    
    12,891
    
    
    
    19,947
    
    
    
    20,399
    
    
    
    130,212Total
    
    
    193,346
    
    
    
    337,842
    
    
    
    253,052
    
    
    
    1,952,990Corporate expenses and elimination
    
    
    (4,688
    )
    
    
    (3,256
    )
    
    
    (3,306
    )
    
    
    (47,354
    )Consolidated segment profit
    
    
    188,658
    
    
    
    334,586
    
    
    
    249,746
    
    
    
    1,905,636Impairment loss on long-lived assets
    
    
    16,414
    
    
    
    2,447
    
    
    
    81
    
    
    
    165,798Impairment loss on goodwill
    
    
    2,003
    
    
    
    2,870
    
    
    
    
    
    
    
    20,232Other operating income (expenses)
    
    
    (18,293
    )
    
    
    3,581
    
    
    
    (4,924
    )
    
    
    (184,778
    )Operating income
    
    
    151,948
    
    
    
    332,850
    
    
    
    244,741
    
    
    
    1,534,828Interest and dividend income
    
    
    8,621
    
    
    
    10,265
    
    
    
    8,532
    
    
    
    87,081Interest expense
    
    
    (14,576
    )
    
    
    (16,699
    )
    
    
    (15,485
    )
    
    
    (147,232
    )Other, net
    
    
    (17,211
    )
    
    
    (4,206
    )
    
    
    (1,297
    )
    
    
    (173,849
    )Consolidated income from continuing operations before income taxes
    
    ¥
    128,782
    
    
    ¥
    322,210
    
    
    ¥
    236,491
    
    
    $
    1,300,828Identifiable assets:Construction, Mining and Utility Equipment
    
    ¥
    1,639,720
    
    
    ¥
    1,738,481
    
    
    ¥
    1,541,607
    
    
    $
    16,562,828Industrial Machinery and Others
    
    
    254,200
    
    
    
    283,427
    
    
    
    183,461
    
    
    
    2,567,677Corporate assets and elimination
    
    
    75,139
    
    
    
    83,238
    
    
    
    118,914
    
    
    
    758,980Consolidated
    
    ¥
    1,969,059
    
    
    ¥
    2,105,146
    
    
    ¥
    1,843,982
    
    
    $
    19,889,485Depreciation and amortization:Construction, Mining and Utility Equipment
    
    ¥
    87,260
    
    
    ¥
    69,738
    
    
    ¥
    61,812
    
    
    $
    881,414Industrial Machinery and Others
    
    
    9,981
    
    
    
    4,890
    
    
    
    3,609
    
    
    
    100,818Consolidated
    
    ¥
    97,241
    
    
    ¥
    74,628
    
    
    ¥
    65,421
    
    
    $
    982,232Capital investment:Construction, Mining and Utility Equipment
    
    ¥
    152,803
    
    
    ¥
    141,184
    
    
    ¥
    119,114
    
    
    $
    1,543,464Industrial Machinery and Others
    
    
    9,709
    
    
    
    4,546
    
    
    
    10,566
    
    
    
    98,071Consolidated
    
    ¥
    162,512
    
    
    ¥
    145,730
    
    
    ¥
    129,680
    
    
    $
    1,641,535
  F-41




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##### Table of Contents



Geographic information:
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2007
    
    
    2009Net sales to customers:Japan
    
    ¥
    452,172
    
    
    ¥
    505,185
    
    
    ¥
    487,103
    
    
    $
    4,567,394The Americas
    
    
    503,450
    
    
    
    541,160
    
    
    
    537,836
    
    
    
    5,085,353Europe and CIS
    
    
    284,029
    
    
    
    427,679
    
    
    
    324,071
    
    
    
    2,868,980China
    
    
    236,226
    
    
    
    189,902
    
    
    
    129,443
    
    
    
    2,386,121Asia (excluding Japan, China) and Oceania
    
    
    335,574
    
    
    
    348,462
    
    
    
    252,768
    
    
    
    3,389,636Middle East and Africa
    
    
    210,292
    
    
    
    230,635
    
    
    
    162,122
    
    
    
    2,124,162Consolidated net sales
    
    ¥
    2,021,743
    
    
    ¥
    2,243,023
    
    
    ¥
    1,893,343
    
    
    $
    20,421,646
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2007
    
    
    2009Net sales to customers:Japan
    
    ¥
    831,569
    
    
    ¥
    813,198
    
    
    ¥
    739,206
    
    
    $
    8,399,687U.S.A.
    
    
    469,047
    
    
    
    526,821
    
    
    
    527,680
    
    
    
    4,737,848Europe and CIS
    
    
    269,139
    
    
    
    420,778
    
    
    
    298,509
    
    
    
    2,718,576Others
    
    
    451,988
    
    
    
    482,226
    
    
    
    327,948
    
    
    
    4,565,535Total
    
    ¥
    2,021,743
    
    
    ¥
    2,243,023
    
    
    ¥
    1,893,343
    
    
    $
    20,421,646Property, plant and equipment:Japan
    
    ¥
    400,554
    
    
    ¥
    363,646
    
    
    ¥
    282,050
    
    
    $
    4,046,000U.S.A.
    
    
    68,170
    
    
    
    65,225
    
    
    
    60,609
    
    
    
    688,586Europe and CIS
    
    
    28,207
    
    
    
    36,664
    
    
    
    25,808
    
    
    
    284,919Others
    
    
    28,531
    
    
    
    25,611
    
    
    
    19,926
    
    
    
    288,192Total
    
    ¥
    525,462
    
    
    ¥
    491,146
    
    
    ¥
    388,393
    
    
    $
    5,307,697
    F-42




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##### Table of Contents



Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2007
    
    
    2009Net sales:JapanCustomers
    
    ¥
    831,569
    
    
    ¥
    813,198
    
    
    ¥
    739,206
    
    
    $
    8,399,687Intersegment
    
    
    380,880
    
    
    
    479,116
    
    
    
    396,361
    
    
    
    3,847,273Total
    
    
    1,212,449
    
    
    
    1,292,314
    
    
    
    1,135,567
    
    
    
    12,246,960The AmericasCustomers
    
    
    469,047
    
    
    
    526,821
    
    
    
    527,792
    
    
    
    4,737,848Intersegment
    
    
    42,774
    
    
    
    40,422
    
    
    
    38,221
    
    
    
    432,061Total
    
    
    511,821
    
    
    
    567,243
    
    
    
    566,013
    
    
    
    5,169,909Europe and CISCustomers
    
    
    269,139
    
    
    
    420,778
    
    
    
    298,509
    
    
    
    2,718,576Intersegment
    
    
    25,259
    
    
    
    31,444
    
    
    
    34,450
    
    
    
    255,141Total
    
    
    294,398
    
    
    
    452,222
    
    
    
    332,959
    
    
    
    2,973,717OthersCustomers
    
    
    451,988
    
    
    
    482,226
    
    
    
    327,836
    
    
    
    4,565,535Intersegment
    
    
    29,262
    
    
    
    35,661
    
    
    
    20,678
    
    
    
    295,576Total
    
    
    481,250
    
    
    
    517,887
    
    
    
    348,514
    
    
    
    4,861,111Elimination
    
    
    (478,175
    )
    
    
    (586,643
    )
    
    
    (489,710
    )
    
    
    (4,830,051
    )Consolidated
    
    ¥
    2,021,743
    
    
    ¥
    2,243,023
    
    
    ¥
    1,893,343
    
    
    $
    20,421,646Segment profit:Japan
    
    ¥
    37,876
    
    
    ¥
    173,063
    
    
    ¥
    140,193
    
    
    $
    382,586The Americas
    
    
    52,133
    
    
    
    56,667
    
    
    
    51,842
    
    
    
    526,596Europe and CIS
    
    
    22,279
    
    
    
    44,088
    
    
    
    32,104
    
    
    
    225,040Others
    
    
    61,008
    
    
    
    68,204
    
    
    
    38,033
    
    
    
    616,242Corporate and elimination
    
    
    15,362
    
    
    
    (7,436
    )
    
    
    (12,426
    )
    
    
    155,172Consolidated
    
    ¥
    188,658
    
    
    ¥
    334,586
    
    
    ¥
    249,746
    
    
    $
    1,905,636Identifiable assets:Japan
    
    ¥
    1,194,694
    
    
    ¥
    1,282,182
    
    
    ¥
    1,065,487
    
    
    $
    12,067,616The Americas
    
    
    426,772
    
    
    
    441,499
    
    
    
    481,144
    
    
    
    4,310,828Europe and CIS
    
    
    206,955
    
    
    
    290,008
    
    
    
    221,012
    
    
    
    2,090,455Others
    
    
    350,822
    
    
    
    328,741
    
    
    
    237,839
    
    
    
    3,543,657Corporate assets and elimination
    
    
    (210,184
    )
    
    
    (237,284
    )
    
    
    (161,500
    )
    
    
    (2,123,071
    )Consolidated
    
    ¥
    1,969,059
    
    
    ¥
    2,105,146
    
    
    ¥
    1,843,982
    
    
    $
    19,889,485Overseas sales:The Americas
    
    ¥
    503,450
    
    
    ¥
    541,160
    
    
    ¥
    537,836
    
    
    $
    5,085,354Europe and CIS
    
    
    284,029
    
    
    
    427,679
    
    
    
    324,071
    
    
    
    2,868,980Others
    
    
    782,092
    
    
    
    768,999
    
    
    
    544,333
    
    
    
    7,899,919Total
    
    ¥
    1,569,571
    
    
    ¥
    1,737,838
    
    
    ¥
    1,406,240
    
    
    $
    15,854,253
   F-43




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##### Table of Contents



24. Supplementary Information to Balance Sheets
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Prepaid expenses
    
    ¥
    4,253
    
    
    ¥
    4,444
    
    
    $
    42,960Short-term loans receivable:Affiliated companies
    
    
    2,994
    
    
    
    4,314
    
    
    
    30,243Other
    
    
    766
    
    
    
    1,198
    
    
    
    7,737Total
    
    ¥
    3,760
    
    
    ¥
    5,512
    
    
    $
    37,980Deferred income taxes
    
    
    37,749
    
    
    
    40,141
    
    
    
    381,303Other
    
    
    85,612
    
    
    
    79,408
    
    
    
    864,767Total
    
    ¥
    131,374
    
    
    ¥
    129,505
    
    
    $
    1,327,010
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2009Accrued expenses
    
    ¥
    81,133
    
    
    ¥
    91,624
    
    
    $
    819,525Deferred income taxes
    
    
    228
    
    
    
    133
    
    
    
    2,303Other
    
    
    117,984
    
    
    
    113,400
    
    
    
    1,191,758Total
    
    ¥
    199,345
    
    
    ¥
    205,157
    
    
    $
    2,013,586
 25. Supplementary Information to Statements of Income
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2007
    
    
    2009Research and development expenses
    
    ¥
    53,736
    
    
    ¥
    49,673
    
    
    ¥
    46,306
    
    
    $
    542,788Advertising costs
    
    
    4,678
    
    
    
    4,410
    
    
    
    4,482
    
    
    
    47,253
  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2007
    
    
    2009Shipping and handling costs
    
    ¥
    46,264
    
    
    ¥
    51,827
    
    
    ¥
    44,065
    
    
    $
    467,313
   F-44




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##### Table of Contents



Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2007
    
    
    2009Gain on sale of property
    
    ¥
    630
    
    
    ¥
    3,169
    
    
    ¥
    
    
    
    $
    6,363Loss on disposal or sale of fixed assets
    
    
    (5,922
    )
    
    
    (3,313
    )
    
    
    (2,015
    )
    
    
    (59,818
    )Other*
    
    
    (13,001
    )
    
    
    3,725
    
    
    
    (2,909
    )
    
    
    (131,323
    )Total
    
    ¥
    (18,293
    )
    
    ¥
    3,581
    
    
    ¥
    (4,924
    )
    
    $
    (184,778
    )
 *
    
    For the fiscal year ended March 31, 2009, the Company and certain subsidiaries recognized
expenses associated with structural reforms of production and sales
operations. Out of the expenses, reorganization costs of ¥13,926 million ($140,667 thousand) such as wind
down and relocation costs related to the integration of facilities were included in other,
except the expenses included in impairment loss on long-lived assets and impairment loss on
goodwill of the consolidated statements of income.  Thousands ofMillions of yen
    
    
    U.S. dollars2009
    
    
    2008
    
    
    2007
    
    
    2009Interest incomeInstallment receivables
    
    ¥
    1,843
    
    
    ¥
    2,107
    
    
    ¥
    945
    
    
    $
    18,616Other
    
    
    5,242
    
    
    
    6,659
    
    
    
    6,729
    
    
    
    52,949Dividends
    
    
    1,536
    
    
    
    1,499
    
    
    
    858
    
    
    
    15,515Interest expense
    
    
    (14,576
    )
    
    
    (16,699
    )
    
    
    (15,485
    )
    
    
    (147,232
    )Net gain (loss) from sale of investment securities
    
    
    (3,543
    )
    
    
    (289
    )
    
    
    344
    
    
    
    (35,788
    )Exchange loss, net
    
    
    (11,802
    )
    
    
    (3,467
    )
    
    
    (903
    )
    
    
    (119,212
    )Other
    
    
    (1,866
    )
    
    
    (450
    )
    
    
    (738
    )
    
    
    (18,848
    )Total
    
    ¥
    (23,166
    )
    
    ¥
    (10,640
    )
    
    ¥
    (8,250
    )
    
    $
    (234,000
    )
 26. Valuation and Qualifying Accounts
  Thousands ofMillions of yen
    
    
    U.S. dollarsAllowance for doubtful receivables
    
    2009
    
    
    2008
    
    
    2007
    
    
    2009Balance at beginning of fiscal period
    
    ¥
    11,470
    
    
    ¥
    11,808
    
    
    ¥
    11,786
    
    
    $
    115,859AdditionsCharged to costs and expenses
    
    
    7,091
    
    
    
    3,003
    
    
    
    2,653
    
    
    
    71,626Charged to other accounts
    
    
    23
    
    
    
    208
    
    
    
    
    
    
    
    232Deductions
    
    
    3,254
    
    
    
    3,549
    
    
    
    2,631
    
    
    
    32,869Balance at end of fiscal period
    
    ¥
    15,330
    
    
    ¥
    11,470
    
    
    ¥
    11,808
    
    
    $
    154,848
  Thousands ofMillions of yen
    
    
    U.S. dollarsValuation allowance for deferred tax assets
    
    2009
    
    
    2008
    
    
    2007
    
    
    2009Balance at beginning of fiscal period
    
    ¥
    22,435
    
    
    ¥
    30,879
    
    
    ¥
    35,490
    
    
    $
    226,616AdditionsCharged to costs and expenses
    
    
    19,784
    
    
    
    2,743
    
    
    
    1,715
    
    
    
    199,839Charged to other accounts
    
    
    587
    
    
    
    945
    
    
    
    341
    
    
    
    5,929Deductions
    
    
    11,386
    
    
    
    12,132
    
    
    
    6,667
    
    
    
    115,010Balance at end of fiscal period
    
    ¥
    31,420
    
    
    ¥
    22,435
    
    
    ¥
    30,879
    
    
    $
    317,374
   F-45




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##### Table of Contents



EXHIBIT INDEX
 SubsequentlyExhibit number
    
    Title
    
    Numbered PageExhibit (1.1)
    
    Articles of Incorporation of Komatsu Ltd., as
amended (Translation)
    
    
    1Exhibit (1.2)
    
    Regulations of The Board of Directors (Translation)
    
    
    7Exhibit (2)
    
    Share Handling Regulations, as amended (Translation)
    
    
    10Exhibit (8)
    
    Significant subsidiaries of Komatsu Ltd, including
additional subsidiaries that management has deemed
to be significant, as of March 31,
2008: Incorporated by reference to Organizational
Structure in Item 4. Information on the CompanyExhibit (11)
    
    Code of Ethics for Senior Officers (Translation)
    
    
    16Exhibit (12) a.
    
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of CEO of the Company
    
    
    20Exhibit (12) b.
    
    Certification pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 of CFO of the Company
    
    
    21Exhibit (13) a.
    
    Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 of CEO of the Company
    
    
    22Exhibit (13) b.
    
    Certification pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 of CFO of the Company
    
    
    23