Canadian Imperial Bank of Commerce (CM) 40-F 2019 FY Annual report (Canada)

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40 - F

[Check One]

☐ REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

OR

☒ ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended October 31, 2019        Commission File Number: 1 - 14678

CANADIAN IMPERIAL BANK OF COMMERCE

(Exact name of registrant as specified in its charter)

Canada	6029	13-1942440
(Province or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Commerce Court

Toronto, Ontario

Canada, M5L 1A2

(416)980-2211

(Address and telephone number of registrant’s principal executive offices)

Achilles M. Perry

Vice-President and General Counsel

CIBC World Markets Corp.

425 Lexington Avenue – 3^rd Floor

New York, New York, 10017

(212)667-8316

(Name, address (including zip code) and telephone number (including area code)

of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Shares	CM	New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Not Applicable

(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Debt Securities

(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

☒  Annual Information Form ☒  Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Common Shares	445,325,744
Class A Preferred Shares:
Series 39	16,000,000
Series 41	12,000,000
Series 43	12,000,000
Series 45	32,000,000
Series 47	18,000,000
Series 49	13,000,000
Series 51	10,000,000

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes  ☒                No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).

Yes  ☒                No  ☐

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule12b-2 of the Exchange Act. Emerging growth company  ☐

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 13(a) of the Exchange Act.  ☐

†  The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

DISCLOSURE CONTROL AND PROCEDURES

The disclosure provided under the heading “Management’s discussion and analysis—Controls and procedures—Disclosure controls and procedures” included in Exhibit B.3(c) is incorporated by reference herein.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The disclosure provided under the heading “Management’s discussion and analysis—Controls and procedures—Management’s annual report on internal control over financial reporting” included in Exhibit B.3(c) is incorporated by reference herein.

ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM

The disclosure provided under the heading “Report of independent registered public accounting firm—To the shareholders and directors of Canadian Imperial Bank of Commerce—Opinion on internal control over financial reporting” included in Exhibit B.3(b) is incorporated by reference herein.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

The disclosure provided under the heading “Management’s discussion and analysis—Controls and procedures—Changes in internal control over financial reporting” included in Exhibit B.3(c) is incorporated by reference herein.

AUDIT COMMITTEE FINANCIAL EXPERT

CIBC’s Board of Directors has determined that (i) CIBC has at least one “audit committee financial expert” (as that term is defined in General Instruction B(8)(b) of the General Instructions to Form40-F) serving on its audit committee, the members of which are Mr. Luc Desjardins, Mr. Kevin J. Kelly, Mr. Nicholas D. Le Pan and Ms. Jane L. Peverett, (ii) each audit committee member is an “audit committee financial expert” (as so defined), and (iii) each audit committee member is “independent” (as that term is defined in the listing standards of the New York Stock Exchange).

In accordance with the rules of the Securities and Exchange Commission, notwithstanding their designation as “audit committee financial experts,” each of the individuals listed above shall not (i) be deemed “experts” for any purpose, including, without limitation, for purposes of Section 11 of the Securities Act of 1933, as amended, or (ii) have any greater duties, obligations or liability than those imposed on any other member of the audit committee or board of directors.

CODE OF ETHICS

CIBC has adopted a Code of Conduct applicable to all its officers (including CIBC’s Chief Executive Officer, Chief Financial Officer, Chief Accountant and Controller), directors, employees and contractors. The Code of Conduct meets the definition of a “code of ethics” (as that term is defined in General Instruction B(9)(b) of the General Instructions to Form40-F).

The Code of Conduct is available on CIBC’s website athttps://www.cibc.com/ca/inside-cibc/governance/governance-practices/code-of-conduct.html.

Effective November 1, 2019, CIBC adopted the following amendments to the Code of Conduct:

• Changes were made to:

• enhance CIBC’s principles-based approach;

• simplify content to make the Code of Conduct easier to read and follow; and

• align with changes to applicable CIBC policies, regulatory requirements, internal businesses and organizational structure.

• In addition to these changes, certain other technical, administrative ornon-substantive amendments were made to the Code of Conduct.

No waivers from the provisions of the Code of Conduct were granted in the fiscal year ended October 31, 2019 to the Chief Executive Officer, Chief Financial Officer, Chief Accountant or Controller of CIBC.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The disclosure provided under the heading “Management’s discussion and analysis—Controls and procedures—Supplementary annual financial information—Fees paid to the shareholders’ auditors” included in Exhibit B.3(c) is incorporated by reference herein.

The disclosure provided under the heading “Annual InformationForm—PRE-APPROVAL POLICIES AND PROCEDURES” included in Exhibit B.3(a) is incorporated by reference herein.

During the fiscal year ended October 31, 2019, all of the services related to Audit-Related Fees, Tax Fees or All Other Fees were approved by the Audit Committee pursuant to itspre-approval policy.

During the fiscal year ended October 31, 2019, less than 50% of the of the hours expended by CIBC’s independent registered public accounting firms’ engagement to audit CIBC’s financial statements were attributed to work performed by persons other than CIBC’s independent registered public accounting firms’ full-time, permanent employees.

OFF-BALANCE SHEET ARRANGEMENTS

The disclosure provided under the heading “Management’s discussion andanalysis—Off-balance sheet arrangements” included in Exhibit B.3(c) is incorporated by reference herein.

TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table provides the maturity profile of our liabilities based upon contractual repayment obligations, and excludes contractual cash flows related to derivative liabilities:

Contractual obligations

The following table provides the contractual maturity profile of ouron-balance sheet liabilities and equity at their carrying values:

$ millions, as at October 31, 2019	Less than 1 year		1–3 years		3–5 years		Over 5 years		No specified maturity		Total
Liabilities
Deposits (1)	$	146,780	$	49,513	$	28,556	$	11,800	$	249,063	$	485,712
Obligations related to securities sold short		15,635		—		—		—		—		15,635
Cash collateral on securities lent		1,822		—		—		—		—		1,822
Obligations related to securities sold under repurchase agreements		51,801		—		—		—		—		51,801
Derivative instruments		10,835		5,827		2,154		6,297		—		25,113
Acceptances		9,188		—		—		—		—		9,188
Other liabilities		—		—		—		—		19,069		19,069
Subordinated indebtedness		—		—		—		4,684		—		4,684
Equity		—		—		—		—		38,580		38,580
	$	236,061	$	55,340	$	30,710	$	22,781	$	306,712	$	651,604
October 31, 2018	$	209,092	$	52,505	$	34,067	$	19,607	$	281,828	$	597,099

(1) Comprises $178.1 billion (2018: $163.9 billion) of personal deposits; $296.4 billion (2018: $282.7 billion) of business and government deposits and secured borrowings; and $11.2 billion (2018: $14.4 billion) of bank deposits.

Credit-related commitments

The following table provides the contractual maturity of notional amounts of credit-related commitments:

$ millions, as at October 31, 2019	Less than 1 year		1–3 years		3–5 years		Over 5 years		No specified maturity(1)		Total
Securities lending (2)	$	44,220	$	—	$	—	$	—	$	—	$	44,220
Unutilized credit commitments		16,782		29,658		33,655		2,867		158,076		241,038
Backstop liquidity facilities		10,825		32		—		13		—		10,870
Standby and performance letters of credit		11,748		1,213		429		99		—		13,489
Documentary and commercial letters of credit		217		—		7		—		—		224
Other commitments to extend credit		2,937		—		—		—		—		2,937
	$	86,729	$	30,903	$	34,091	$	2,979	$	158,076	$	312,778
October 31, 2018 (3)	$	88,740	$	27,042	$	32,025	$	2,449	$	150,139	$	300,395

(1) Includes $122.0 billion (2018: $116.5 billion) of personal, home equity and credit card lines, which are unconditionally cancellable at our discretion.

(2) Excludes securities lending of $1.8 billion (2018: $2.7 billion) for cash because it is reported on the consolidated balance sheet.

(3) Certain prior period amounts have been revised from those previously presented.

Other contractual obligations

The following table provides the contractual maturities of other contractual obligations:

$ millions, as at October 31, 2019	Less than 1 year		1–3 years		3–5 years		Over 5 years		Total
Operating leases (1)	$	510	$	1,013	$	771	$	3,253	$	5,547
Purchase obligations (2)		889		781		289		89		2,048
Pension contributions (3)		197		—		—		—		197
Underwriting commitments		60		—		—		—		60
Investment commitments		9		2		7		240		258
	$	1,665	$	1,796	$	1,067	$	3,582	$	8,110
October 31, 2018	$	1,694	$	1,761	$	1,173	$	3,751	$	8,379

(1) Includes rental payments, related taxes and estimated operating expenses.

(2) Obligations that are legally binding agreements whereby we agree to purchase products or services with specific minimum or baseline quantities defined at fixed, minimum or variable prices over a specified period of time are defined as purchase obligations. Purchase obligations are included through to the termination date specified in the respective agreements, even if the contract is renewable. Many of the purchase agreements for goods and services include clauses that would allow us to cancel the agreement prior to expiration of the contract within a specific notice period. However, the amount above includes our obligations without regard to such termination clauses (unless actual notice of our intention to terminate the agreement has been communicated to the counterparty). The table excludes purchases of debt and equity instruments that settle within standard market time frames.

(3) Includes estimated minimum funding contributions for our funded defined benefit pension plans in Canada, the U.S., the U.K., and the Caribbean. Estimated minimum funding contributions are included only for the next annual period as the minimum contributions are affected by various factors, such as market performance and regulatory requirements, and therefore are subject to significant variability.

IDENTIFICATION OF THE AUDIT COMMITTEE

The disclosure provided under the heading “Annual Information Form—AUDIT COMMITTEE” included in Exhibit B.3(a) is incorporated by reference herein.

UNDERTAKING

Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form40-F arises or transactions in said securities.

DISCLOSURE REQUIRED BY NYSE LISTED COMPANY MANUAL

A summary of the significant differences between the governance practices of the Registrant and those required of U.S. domestic companies under the New York Stock Exchange listing standards can be found in the Governance section of the Registrant’s website athttps://www.cibc.com/en/about-cibc/corporate-governance/practices/disclosure-nyse-manual.html.

DISCLOSURE REQUIRED BY IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT OF 2012

Under the Iran Threat Reduction and Syrian Human Rights Act of 2012 (“ITRSHRA”), which added Section 13(r) of the Exchange Act, the Registrant is required to include certain disclosures in its periodic reports if it or any of its “affiliates” knowingly engaged in certain specified activities during the period covered by the report. The Registrant is not presently aware that it or its affiliates have knowingly engaged in any transaction or dealing reportable under Section 13(r) of the Exchange Act during the year ended October 31, 2019.

SIGNATURE

Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

Date: December 5, 2019	CANADIAN IMPERIAL BANK OF COMMERCE
	By:	/s/ Victor G. Dodig
		Victor G. Dodig
		President and Chief Executive Officer
	By:	/s/ Hratch Panossian
		Hratch Panossian
		Senior Executive Vice-President and
		Chief Financial Officer

EXHIBITS

(Information to be filed on this Form pursuant to General Instruction (references are to paragraphs to General Instructions))

Exhibit	Description of Exhibit
B.3(a)	Annual Information Form
B.3(b)	Audited consolidated financial statements for the year ended October 31, 2019 excerpted from pages94-95 and103-190 of the 2019 Annual Report of Canadian Imperial Bank of Commerce (“CIBC”) and the Independent auditors’ reports of registered public accounting firm to shareholders with respect to the report on financial statement related to the consolidated balance sheets as at October 31, 2019 and October 31, 2018 and the consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the three-year period ended October 31, 2019 and the report on internal controls under standards of the Public Company Accounting Oversight Board (United States) as of October 31, 2019 from pages99-102 of the 2019 Annual Report of CIBC
B.3(c)	Management’s discussion and analysis excerpted from pages1-93 of CIBC’s 2019 Annual Report
B.3(d)	Other Pages of CIBC’s 2019 Annual Report incorporated in Annual Information Form
B.6(a)(1)	Certifications required by Rule13a-14(a)
B.6(a)(2)	Certifications required by Rule13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code
D.9	Consent of Independent Registered Public Accounting Firm
101	Interactive Data File