Caterpillar Financial Services Limited -- s. 158(1.1) of the OBCA

Headnote

Order pursuant to subsection 158(1.1) of the Business Corporations Act(Ontario) that an offering corporation is authorized to dispense with its audit committee -- Issuer is a credit support issuer -- Issuer exempt from audit committee requirements of National Instrument 52-110 Audit Committees -- Relief conditional upon issuer continuing to be a credit support issuer and exempt from the application of NI 52-110 or a successor instrument.

Ontario Legislative Provisions Cited

Business Corporations Act, R.S.O. 1990, c. B.16, s. 158(1.1).

National Instrument 52-110 Audit Committees, s. 1.2.

IN THE MATTER OF

THE BUSINESS CORPORATIONS ACT,

R.S.O. 1990, CHAPTER B.16, AS AMENDED

(THE "OBCA")

AND

IN THE MATTER OF

CATERPILLAR FINANCIAL SERVICES LIMITED

(THE "FILER")

ORDER

(SECTION 158(1.1) OF THE OBCA)

UPON the application of the Filer to the Ontario Securities Commission (the "Commission") for an order pursuant to subsection 158(1.1) of the OBCA that the Filer be authorized to dispense with an audit committee;

AND UPON considering the application and the recommendations of the staff of the Commission;

The Filer has represented to the Commission that:

1. The Filer was incorporated pursuant to the OBCA on December 12, 1985, continued under the Canada Business Corporations Act ("CBCA") on March 20, 2006, and continued under the OBCA on March 6, 2012.

2. The Filer was previously a "distributing corporation" under the CBCA and, pursuant to Section 171(2) of the CBCA, had received exemptions from Industry Canada from the requirement to have an audit committee under Section 171(1) of the CBCA for, most recently, the Filer's financial years ended December 31, 2011 and December 31, 2012.

3. The registered and principal office of the Filer is at 5575 North Service Road, Suite #600, Burlington, Ontario, Canada, L7L 6M1.

4. All of the issued common shares of the Filer are owned by Caterpillar Financial Nova Scotia Corporation ("CFNSC"), a Nova Scotia company that is a direct wholly-owned subsidiary of Caterpillar Financial Services Corporation ("CFSC"), a Delaware corporation.

5. CFSC is a wholly-owned subsidiary of Caterpillar Inc., a Delaware corporation listed on the New York Stock Exchange under the symbol "CAT".

6. On July 17, 2001, the Filer was issued a receipt for a final prospectus by the securities commissions and similar regulatory authorities in all the provinces of Canada in connection with the establishment of the Filer's medium term note program.

7. The Filer's capital structure is comprised of (i) its common shares, (ii) publicly-held medium term notes issued pursuant to prospectuses and (iii) publicly-held short-term debt securities issued pursuant to an exemption from the prospectus requirements under applicable securities legislation in each of the provinces in Canada.

8. The terms governing the Filer's issued and outstanding securities do not contain any restrictions or affirmative or negative covenants requiring the Filer to have an audit committee.

9. The Filer is a reporting issuer in British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland and Labrador.

10. The Filer is a reporting issuer only due to the issuance of medium term notes unconditionally guaranteed as to the payment of principal, premium and interest by CFSC.

11. The Filer is not in default of any of its obligations as a reporting issuer under the securities legislation in each of the provinces in Canada.

12. The Filer is an "offering corporation" under the OBCA and obligated under Section 158(1) of the OBCA to have an audit committee.

13. The board of directors of the Filer will approve the Filer's financial statements, as required by Section 159(1) of the OBCA.

14. The Filer is a "credit support issuer" (as defined in National Instrument 51-102 -- Continuous Disclosure Obligations ("NI 51-102")) that qualifies for the relief contemplated by, and is in compliance with the requirements and conditions set out in, Section 13.4 of NI 51-102. CFSC is the applicable "credit supporter" (as defined in NI 51-102).

15. As a credit support issuer, pursuant to Section 1.2 of National Instrument 52-110 -- Audit Committees ("NI 52-110"), the mandatory standards adopted by the Ontario Securities Commission and other Canadian securities regulatory authorities relating to the composition and function of audit committees currently do not apply to the Filer.

16. The Filer will inform the OSC promptly upon the Filer ceasing to qualify as a credit support issuer .

17. CFNSC and CFSC require the Filer to provide them with a regular flow of financial and operating reports designed to furnish comprehensive and up-to-date information on the financial condition and results of the Filer and on its operations, and, where deemed necessary, these reports are supplemented by personal interviews with officers or other management employees of the Filer. CFNSC and CFSC maintain an experienced and professionally trained staff to review the foregoing information.

18. The Filer believes that CFNSC, as the sole shareholder of the Filer, and CFSC as the sole shareholder of CFNSC, would not be prejudiced if the Filer were permitted to dispense with an audit committee.

AND UPON the Commission being satisfied that do so would not be prejudicial to the Filer's sole shareholder,

IT IS ORDERED, pursuant to subsection 158(1.1) of the OBCA, that the Filer is authorized to dispense with an audit committee for so long as the Filer continues to be a credit support issuer and exempt from the application of NI 52-110 or a successor instrument.

DATED at Toronto this the 6th day of March, 2012.