SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
For the month of November 2003 Commission File Number 1-14678
CANADIAN IMPERIAL BANK OF COMMERCE
(Translation of Registrant’s Name into English)
Commerce Court, Toronto, Ontario, M5L 1A2, Canada
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:
Form 20-F Form 40-F X
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes No X
This document is hereby filed with the Securities and Exchange Commission for the purpose of being, and this document hereby is, incorporated by reference into the Registration Statement on Form F-3 (File No. 333-104577).
Canadian Imperial Bank of Commerce (“CIBC”) produces quarterly reports, which are submitted to the SEC under Form 6-K. These reports are prepared in accordance with Canadian generally accepted accounting principles. SEC regulations require certain additional disclosure to be included in registration statements relating to offerings of securities. This additional disclosure is contained within this document, which should be read in conjunction with CIBC’s Second Quarter 2003 Report, and 2002 Annual Report; these documents were submitted to the SEC on May 21, 2003 and January 15, 2003, respectively.
RECONCILIATION OF CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
CIBC’s consolidated financial statements are prepared in accordance with Canadian GAAP, including the accounting requirements of the Superintendent of Financial Institutions, Canada. Set out below are the more significant differences which would result if U.S. GAAP were applied in the preparation of the consolidated financial statements.
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CONDENSED CONSOLIDATED BALANCE SHEETS
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As at April 30, 2003 |
As at October 31, 2002 |
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$ millions |
Canadian |
Adjustments |
U.S. |
Canadian |
Adjustments |
U.S. |
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ASSETS |
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|
|
|
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|
|
|
|
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Cash resources |
$ 8,293 |
$ 231 |
$ 8,524 |
$ 9,512 |
$ 308 |
$ 9,820 |
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Securities |
|
|
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Securities held for investment |
17,120 |
(17,120) |
- |
20,583 |
(20,583) |
- |
|||||
Securities available for sale |
- |
16,626 |
16,626 |
- |
19,666 |
19,666 |
|||||
Securities held for trading |
53,818 |
50 |
53,868 |
44,628 |
52 |
44,680 |
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Loan substitute securities |
118 |
(118) |
- |
81 |
(81) |
- |
|||||
Loans |
153,768 |
1,682 |
155,450 |
153,089 |
1,661 |
154,750 |
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Other |
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Derivative instruments market valuation |
26,993 |
2,141 |
29,134 |
24,717 |
1,385 |
26,102 |
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Customers' liability under acceptances |
5,841 |
- |
5,841 |
6,848 |
- |
6,848 |
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Land, buildings and equipment |
2,039 |
- |
2,039 |
2,247 |
- |
2,247 |
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Goodwill |
1,067 |
(73) |
994 |
1,078 |
(73) |
1,005 |
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Other intangible assets |
265 |
- |
265 |
297 |
- |
297 |
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Other assets |
10,515 |
|
3,610 |
|
14,125 |
10,213 |
|
2,631 |
|
12,844 |
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|
$ 279,837 |
|
$ 7,029 |
$ 286,866 |
$ 273,293 |
|
$ 4,966 |
|
$ 278,259 |
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LIABILITIES AND SHAREHOLDERS' EQUITY |
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Deposits |
$ 192,986 |
$ 2,904 |
$ 195,890 |
$ 196,630 |
$ 2,052 |
$ 198,682 |
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Other |
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Derivative instruments market valuation |
26,436 |
3,585 |
30,021 |
24,794 |
1,818 |
26,612 |
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Acceptances |
5,871 |
- |
5,871 |
6,878 |
- |
6,878 |
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Obligations related to securities sold short |
10,717 |
717 |
11,434 |
8,436 |
779 |
9,215 |
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Obligations related to securities lent or |
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sold under repurchase agreements |
14,438 |
- |
14,438 |
9,615 |
- |
9,615 |
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Other liabilities |
12,763 |
(127) |
12,636 |
10,980 |
329 |
11,309 |
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Subordinated indebtedness |
3,698 |
(4) |
3,694 |
3,627 |
(7) |
3,620 |
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Shareholders' equity |
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Preferred shares |
3,296 |
- |
3,296 |
3,088 |
- |
3,088 |
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Common shares |
2,862 |
(18) |
2,844 |
2,842 |
(11) |
2,831 |
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Contributed surplus |
41 |
- |
41 |
26 |
- |
26 |
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Retained earnings |
6,729 |
(452) |
6,277 |
6,377 |
(427) |
5,950 |
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Accumulated other comprehensive income |
- |
|
424 |
|
424 |
- |
|
433 |
|
433 |
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$ 279,837 |
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$ 7,029 |
|
$ 286,866 |
$ 273,293 |
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$ 4,966 |
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$ 278,259 |
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RECONCILIATION OF CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES (Cont’d)
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME |
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For the six months ended |
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$millions |
2003 |
2002 |
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Net income as reported |
$ 765 |
$ 560 |
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Provision for credit losses |
(49) |
(84) |
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Non-interest income |
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Trading activities |
(2) |
24 |
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Equity accounting adjustments |
24 |
(55) |
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Impairment measurement |
(4) |
(7) |
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Other |
49 |
84 |
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Derivative instruments and |
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hedging activities |
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Transitional provision |
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Current year adjustments |
(122) |
(391) |
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Non-interest expenses |
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Employee future benefits |
(1) |
3 |
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Stock-based compensation |
28 |
(4) |
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Income taxes and net change in income |
17 |
152 |
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(60) |
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(278) |
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Net income based on U.S. GAAP |
705 |
282 |
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Preferred share dividends and |
(91) |
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Net income applicable to common |
$ 614 |
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$ 210 |
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Weighted-average common shares |
359,316 |
362,123 |
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Add: number of incremental shares(1) |
2,316 |
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4,818 |
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Weighted-average diluted common |
361,632 |
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366,941 |
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Basic EPS |
$ 1.71 |
$ 0.58 |
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Diluted EPS |
$ 1.70 |
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$ 0.57 |
It is assumed that 80% of average options outstanding will be exercised for shares while the remaining 20% will be exercised as SARS.
During the first quarter of 2003, CIBC adopted Emerging Issues Task Force Issue No. 02-3, “Issues Involved in Accounting for Derivative Contracts Held for Energy Trading and Risk Management Activities (EITF 02-3). Under EITF 02-3, recognition of a trading profit at inception of a derivative transaction is prohibited unless the fair value of that derivative is obtained from a quoted market price, supported by comparison to other observable market transactions, or based upon a valuation technique incorporating observable market data. The initial adoption of EITF 02-3 in the first quarter of 2003 was not material to CIBC’s consolidated financial statements.
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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME |
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For the six months ended |
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$ millions |
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2003 |
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2002 |
Net income based on U.S. GAAP |
|
$ 705 |
|
$ 282 |
Other comprehensive income, net of tax |
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(9) |
|
(641) |
Comprehensive income |
$ 696 |
$ (359) |
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
CANADIAN IMPERIAL BANK OF COMMERCE
Date: November 19, 2003
By: /s/ Peter W. Kay
Name: Peter W. Kay
Title: Senior Vice President
By: /s/ D. G.
Dickinson
Name: D. G. Dickinson
Title: Vice President