SecProbe.io

August 30, 2011
 Via E-mail

Canadian Imperial Bank of Commerce
Kevin Glass Senior Executive Vice President and Chief Financial Officer Commerce Court Toronto, Ontario, Canada M5L 1A2
Re: Canadian Imperial Bank of Commerce
Form 40-F for the Fiscal Year Ended October 31, 2010 Filed December 6, 2010 Forms 6-K  Filed May 26, 2011 and July 29, 2011
  File No. 1-14678

Dear Mr. Glass:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advi sing us when you will provide the requested
response.  Where we have requested changes in  future filings, please include a draft of your
proposed disclosures that clearly identifies new or revised disclosu res.  If you do not believe our
comments apply to your facts and circumstances or  do not believe an amendment is appropriate,
please tell us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, including the draf t of your proposed disclosures, we may have
additional comments.

 Kevin Glass Canadian Imperial Bank of Commerce
August 30, 2011 Page 2

 Form 40-F filed December 6, 2010

Exhibit B.3(b) - Audited annual financial st atements for the year ended October 31, 2010
Note 6 Securitizations and Variab le Interest Entities, page 133

1. We note here that you securiti ze insured residential mortgage  loans through the creation
of MBS under the Canadian Mortgage B ond program.  Please address the following:

 For your residential mortgage loans, tell us and revise your future filings to disclose
whether you or the borrower is  required to obtain mortgage  loan insurance.  If the
response depends on the terms of the loan th en clearly state this and discuss the key
terms that drive mortgage insuran ce like the loan to value ratio.

 Explain to us the insurance claims proce ss for both your residential mortgage loans
held and those securitized under the Canadi an Mortgage Bond program.  In addition,
tell us and revise to disclose in future f ilings where applicable if  any of the mortgage
insurance policies provide less than 1 00% protection against credit losses.

 Tell us and revise to disclose in future filings whether, as  an issuer and servicer of
these loans, you have to cover any shor tfall in the amount collected from the
mortgagor, and if so, are these amounts fully reimbursed by the government or
government agency that guarantees the securiti es or the insurer of the mortgage loan.

 Tell us and disclose in future filings if  you have incurred losses on the residential
mortgage loans securitized due to legal acti on on the default of the mortgage and the
amount of losses incurred in  year ended October 31, 2010.

2. We note your disclosure on page 133 that you se curitize residential mortgage loans and
you sell these securities.  In addition, we note that you retain the responsibility for
servicing the mortgages and you had a servic ing liability of C$126 million at October 31,
2010.  In an effort to provide clear and tran sparent disclosures on your securitization of
loans and related servicing rights, please tell us and consider revisi ng your disclosures in
future filings to discuss how you determin e the prepayment rate assumption for your
valuation of the retained interest in th e securitization structure.  Also, for the
securitization that had a 15% prepayment rate assumption, please tell us the total amount
of loans securitized and the valu e of the retained interest a nd provide a description of the
terms of the underlying resi dential mortgage loans.

Note 8 Goodwill, Software and Ot her Intangible Assets, page 137

3. We note from your goodwill rollforward on pa ge 137 that you have C$43 million of
goodwill allocated to the Corporate and Othe r reporting unit.  We note also your

 Kevin Glass Canadian Imperial Bank of Commerce
August 30, 2011 Page 3

 description of the Corporate and Other segm ent in Note 28.  In addition, we note your
disclosure on page 90 within MD&A that W ealth Management and FirstCaribbean is a
separate reporting unit for goodwill impairment te st.  Please tell us and consider revising
future filings to present th e goodwill rollforward at the same level that the impairment
test is performed at, reporting unit,  instead of the segment level.
 Note 28 Segmented and Geographic Information, page 166

4. We note your disclosure beginning here rega rding the recent change s in your segment
allocations as well as the changes made in the first quarter of fiscal 2011.  For purposes
of providing greater transparency for the read er, please revise your future filings to more
clearly disclose how both the specific and ge neral allowance for loan losses as well as
provision for credit losse s are allocated to the segments.
 Note 30 Reconciliation of Canadian and U.S.  Generally Accepted Accounting Principles,
page 169

5. We also note your disclosure that you belie ve the outcome of any legal proceedings,
individually or in the aggr egate, would not have a material adverse effect on your
consolidated financial positi on, but could be material to your operating results.  Please
tell us and revise the appropria te section of your future filings to provide the disclosures
required by ASC 450.  As part of such disclosure , clearly disclose the range of reasonably
possible loss in excess of amounts accrued or  confirm in your disclosure that such
amounts are not estimable.
 Income Taxes, page 171

6. We note your disclosure on page 159 that if all foreign subsidiaries’ retained earnings
were distributed to the Canadian  parent as dividends that yo u would have a tax payable of
C$231 million.  We note that during the pa st three fiscal years you had capital
repatriation activities.  Also, we note your disclosure in Note  30 that the application of
ASC 740 did not result in an adjustment to your Canadian GAAP financial statements.
Please explain to us how you considered the guidance in ASC 740-30-25-2 related to
undistributed earnings of a subsidiary in your U.S. GAAP reconciliation.

7. We note your disclosure on page 160 that you have recognized an accounting tax benefit
related to the 2005 Enron settlement payments  and related legal expenses.  In addition,
we note that after several attempts to repe al the disallowance of these deductions you
have been unsuccessful and are now proceed ing to litigation.  Please address the
following:

 Kevin Glass Canadian Imperial Bank of Commerce
August 30, 2011 Page 4

  Tell us and consider revising your future filings to disclo se the amount of tax benefit
you have recognized to date related to th e Enron settlement payments and legal
expenses for Canadian GAAP purposes.
 We note your disclosure on page 172 that th e application of ASC 740 did not result in
any adjustment to your Canadian GAAP fina ncial statements.  Please tell us how you
considered ASC 740-10-25 and the definition of more-likel y-than-not in your initial
recognition of the tax benefit referred to on page 160 in determining that no
adjustment was warranted.
 Tell us how you considered the guidan ce in ASC 740-10-35 upon receipt of the
replies from the Department of Justice which confirmed Canada Revenue Agency’s
reassessments.
 Accounting for non-controlling interests, page 176

8. We note your disclosure here that the adoption of ASC 810 (SFAS 160) resulted in
C$168 million of non-controlli ng interests being reclassi fied from liabilities to
shareholders’ equity.  In addition, we not e your discussion of the presentation of non-
controlling interests in the st atement of operations, but we were unable to locate this
presentation in the condensed consolidated statement of operations on page 170.  Please
tell us how you complied with the presentation guidance in ASC 810-10-45-16.

Disclosures about post-retirement benefit plan assets, page 177

9. We note your disclosure on page 177 that the ma jority of the post-retirement benefit plan
disclosures required by ASC 715-20 -50 were presented in Note 22.  In addition, we note
the disclosures in Note 22 including the di scussion of the investment policy.  Please
revise future filings either he re or in Note 22 to include the following disclosures required
by ASC 715-20-50-1(d):

 In greater detail discuss how  investment allocation deci sions are made, including the
factors that are per tinent to an understanding of investment policies and strategies;

 The inputs and valuation techniques used to measure the fair value of plan assets; and

 Significant concentrations of risk within pl an assets and a narrative description of
investment policies and stra tegies, including investment  goals, risk management
practices, permitted and prohibited invest ments including the use of derivatives,
diversification, and the relationship between  plan assets and benefit obligations.

 Kevin Glass Canadian Imperial Bank of Commerce
August 30, 2011 Page 5

 Exhibit B.3(c) - Management’s discussion and analysis excerpted from  pages 31-103 of CIBC’s
2010 Annual Report
Basel II Capital Accord and recent revisions to regulatory capital requirements, page 59

10. We note your disclosure here that you ar e working on enhancements to your market
Value-at-Risk (VaR) models due to new regulatory requirements.  We note your
disclosure on page 78 that your daily trading losses did not exceed your 99% one-day VaR.  Also, we note in your Report to Share holders filed as exhib its to the Forms 6-K
filed on February 24, 2011 and May 26, 2011 that  your trading losses did not exceed VaR
for both the first and second quarters of 2011.  Please address the following:

 Given that from a statistical standpoint , using a 99% confidence level you would
expect for your trading losses to exceed your VaR one out of every hundred days or
roughly three times per year, tell us why you believe your trading losses have not
exceeded your VaR since November 20, 2008.

 Explain to us and disclose in future fi lings how you determined your VaR model is
still statistically appropriate  in light of the fact that  your trading losses have not
exceeded your VaR since November 20, 2008.

 Address any changes you made to your VaR methodology or assumptions during the
last three years, particularly highlighting any changes made because no trading losses were in excess of your one-day VaR in 2010 and first half of 2011.

 Tell us and disclose a more  detailed discussion of th e enhancements you are making
to your VaR model due to the Ba sel II market risk framework.

Total loans and acceptances, page 75
 11. In future filings please provide an expanded discussion of your lending criteria for each
type of loan.  For example, for each of your loan categories you should disclose loan-to-value requirements, required credit scores, wh ether loans are issued a fixed or variable
rates, and documentation requirements.  If  you issue both primary and second lien loans,
these should be shown separate ly.  If you issue second lien lo ans, we may have additional
comments.
Allowance for credit losses, page 76

 12. We note your disclosure on page 76 that you ha d a refinement in how you calculate your
general allowance.  Please tell us and revise future filings to include a detailed discussion of the specific changes you made to your  loan loss methodology, including how those
changes impacted the timing and amount of your charge-offs and recording of the
provision for credit losses.

 Kevin Glass Canadian Imperial Bank of Commerce
August 30, 2011 Page 6

Form 6-K Filed on May 26, 2011

Exhibit 99.1 Report To Shareholde rs for the Second Quarter, 2011
Non-GAAP Measures, page 9

13. We note your disclosure here of “cash net income applicable to common shares” and
“cash basic and diluted earnings per share.”  In  addition, we note from your disclosure on
page 42 of your 2010 Annual Report that you believe these measures permit uniform
measurement, which enable users of your fi nancial information to make comparisons
more readily.  Please tell us and revise your  future filings to include a more detailed
discussion of the reasons why you believe th e disclosure of these measures provides
useful information to investors regarding your liquidity or results of operations.  In your
response, specify whether you use these financial measures as measures of liquidity or of
performance.  Also, revise to identify the va rious inherent limitations  of the usefulness of
these measures and discuss how you consider ed those limitations in your use of the
measures.  Alternatively, confirm you will not use these measures in future filings.
 Structured Credit Run-Off Business & Other Selected Activities, page 15

14. We note your discussion of the structured credit run-off business and other selected
activities like the businesses you exited here a nd that you disclose th e fluctuation of net
income (loss) for the periods presented for these businesses.  In addition, we note from
the disclosure on page 12 that  the structured cred it run-off business is included in your
Wholesale Banking segment and ha s significantly impacted th e results of the reportable
segment.  Please tell us how you considered  the guidance in ASC 280, specifically the
definition of an operating segment, in your d ecision to not present the structured credit
run-off business and other exited businesses as a separate segment at October 31, 2010
and April 30, 2011 under U.S. GAAP.  In an e ffort to provide clear disclosure on the
impact that the structured credit run-off bus iness has on your results of operations and the
performance of this business year over year, please consider revisi ng future filings to
disclose here the revenue, provision for cred it losses, non-interest expense, income tax
expense, net income, and total assets for the structured credit  run-off business.

Exposure to certain countr ies and regions, page 22

15. Refer to your disclosure here that you ha ve no direct sovereign exposure to Greece,
Ireland, Italy, Portugal, and Spain, but that you do have direct non-sovereign exposure to
borrowers within the above countries ex cept Greece and Portugal.  In addition, you
disclose you have indirect exposure through CL O securities to these European countries.
Please tell us and revise your future filings to disclose the quantitative exposure (both
direct and indirect) by country to financial institutions and corpor ations domiciled in

 Kevin Glass Canadian Imperial Bank of Commerce
August 30, 2011 Page 7

 those five countries.  As such, please address the following:

 Present the gross exposure you have to each of these countries se parately broken out
between sovereign, corporat e institutions, financial institutions, retail, small
businesses, etc.;
 Discuss any hedges and collateral maintained  to arrive at your net exposure at the
balance sheet date;

 Separately discuss, by country, and on a gr oss basis, the unfunded exposure to these
countries along with any hedging instruments you may be using to help mitigate your exposure; and
 Please clarify if you have any credit derivatives purchased or sold related to these
countries, and if so, how they are included in your gross and net amounts of exposure.
 Form 6-K filed on July 29, 2011

Exhibit 99.1 Item 5 of Form F-3 Filed with the Securities and Exchange Commission Pursuant to
the Securities Exchange Act of 1934
Additional Notes to the Interim Consolidated  Financial Statements (Unaudited), page 4
Accounting for transfers of financial assets and repurchase financing transactions, page 6

16. We note your disclosures beginning on page seven that discuss the various VIEs you
assessed for consolidation under ASC 810 (SFAS 167) during the period.  In addition, we
note your discl