SecProbe.io

May 17, 2013

Via E -mail
Gerald McCaughey
President and Chief Executive  Officer
Canadian Imperial Bank of Commerce
Commerce Court
Toronto, Ontario , Canada  M5L 1A2

Re: Canadian Imperial Bank of Commerce
 Form 40-F for the Fiscal Year Ended October 31, 2012
Filed December 6, 2012
File No. 001-14678

Dear Mr. McCaughey :

We have reviewed your filing an d 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 advising us when you will provide the requested
respo nse.  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 t o these  comments, we may have  additional comments.

Form 40 -F for the Fiscal Year Ended October 31, 2012

Real estate secured personal lending, page 48

1. We note the tabular disclosure of LTV ratios for your Canadian residential mortgage
portfo lios based on industry house price estimates from Teranet.  Please revise your
disclosure in future filings to clarify the following:

 The extent to which you utilize the house price estimates provided by Teranet, including
whether you utilize such informa tion in your estimate of the allowance for credit losses
within your Canadian residential mortgage portfolio or in your valuation of properties
upon charge -off of the residential mortgage; and

Gerald McCaughey
Canadian Imperial Bank of Commerce
 May 17, 2013
Page 2

  The nature of Teranet, and to the extent that Teranet is an au tomated valuation system,
clarify how you validate the accuracy of house prices provided by this system.

Impact on collateral  if there is a downgrade of CIBC’ s credit rating, page 64

2. Please quantify the amount of collateral you are required to deliver in  case of a
downgrade to your current credit risk rating and include this information in future filings.

Critical accounting policies and estimates, page 69

Allowance for credit losses, page 70

3. We note your disclosure of internal credit ratings for your business and government and
retail portfolios beginning on page 46, and the ratings for the retail portfolios correlate to
a probability of default (PD) range on page 48.  Please tell us and revise your critical
accounting policies disclosure in future fil ings to clarify whether these risk rating systems
are used in your allowance calculation and if so, how you incorporate the ratings and the
PD range into the individual and/or collective allowances.  In this regard, consider
disclosing your loan portfolio by internal risk rating by c arrying value rather than by
exposure at default  (EAD ) to fulfill the disclosure obligat ions of paragraph 36(c) of
IFRS  7.

Asset impairment, page 71

Goodwill, other intangible assets and long -lived assets, page 71

4. We note you r disclosure that a s at April 30, 2012 and August 1, 2012 the estimated
recoverable amounts of CIBC FirstCaribbean exceeded the carrying amounts based on
the most recent  impairment tests which were conducted in the third and fourth  quarters of
2012, respec tively and that r eductions in the estimated recoverable amount of your CIBC
FirstCaribbean CGU could result in a goodwill impairment charges in future periods.
Please revise your disclosure in future filings to state the percentage by which the
recoverabl e amount exceeded the carrying value of the CIBC FirstCaribbean CGU as of
the date of the most recent impairment test.

Fee and commission income, page 101

5. You disclose that you recognize investment management and custodial fees as well as
mutual fund fees on an accrual basis.  Please revise your disclosure in future filings to
clarify your accounting for these fees on an accrual basis.  Specifically, to the extent that
you have concluded the fee revenue within these accounts involves the rendering of
services, disclose the methods you have adopted to determine the stage of completion of
such transactions.  In addition, tell us how such methods reliably measur e the services

Gerald McCaughey
Canadian Imperial Bank of Commerce
 May 17, 2013
Page 3

 performed.  Refer to paragraphs 24 and 35(a) of IAS 18  and paragraph 14(b)(iii) of the
illustrative examples .

Note 2.  Fair Value of Financial Instruments, page 101

Sensitivity of Level 3 financial assets and liabilities, page 108

6. We note your sensitivity disclosure s that an increase or a decrease in the mark -to-market
of certain financial instruments would result in a net gain or a net loss.  It is not clear
from these disclosures which input is either increasing or decreasing the reasonably
possible alternative assumptions in order to result in the net gains  and losses disclosed.
Please revise your disclosure in future filings to more clearly state the input (s) that would
change the  fair value significantly in your sensitivity dis closures .  Refer to paragraph
27B(e) of IFRS 7 .

Note 23.  Contingent liabilities and provision, page 150

7. Please revise your disclosure in future filings to more clearly describe whether all of your
legal proceedings cases are included in your $44 million  ending provision balance on
page 151, or whether certain legal proceedings are only considered contingent liabilities
as of October 31, 2012.  For any legal proceedings considered as part of a class of
contingent liabilities, disclose your estimate of the  financial effect of the contingent
liability, or tell us where you have already disclosed such estimate.   Refer to paragraph
86 of IAS 37.

424 Prospectuses Relating to Registration Statement on Form F -3

8. Please  confirm  that, with respect to your structur ed note offerings,  you will comply with
the comments contained in the following letters in your future prospectus supplements :

 Sample letter sent to financial institutions regarding their structured note offerings
disclosure in their prospectus supplement s and Exchange Act reports, which is available
at: http://www.sec.gov/divisions/corpfin/guidance/structurednote0412.htm

 Letter sent to certain financial institutions by the Office of Capital Markets Trends on
February 21, 2013, which can be located by searching “Office of Capital Markets
Trends” at the following link:
http://searchwww.sec.gov/EDGARFSClient/jsp/EDGAR_MainAccess.jsp

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securi ties Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they hav e made.

Gerald McCaughey
Canadian Imperial Bank of Commerce
 May 17, 2013
Page 4

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securiti es laws of the United States.

You may contact Staci Shannon at (202) 551 -3374  or Lindsay McCord  at (202) 551 -3417
if you have questions regarding comments on the financial statements and related matters.
Please contact  Eric Envall at (202) 551 -3234 or Mi chael Seaman at (202) 551 -3366  with any
other questions.

Sincerely,

 /s/ Michael Seaman for

 Suzanne Hayes
Assistant Director