SecProbe.io

March 3 , 201 5

Via E -mail
Kevin Glass
Senior Executive Vice President & Chief Financial Officer
Canadian Imperial Bank of Commerce
Commerce Court
Toronto, Ontario, Canada M5L 1A2

Re: Canadian Imperial Bank of Commerce
 Form 40-F for Fi scal Year Ended Octo ber 31, 201 4
Filed December 4 , 2014
File No. 001-14678

Dear Mr. Glass :

We have limited our review  of your filing  to the financial statements and related
disclosures 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 these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 40 -F for Fiscal Year Ended October 31, 2014

Exhibit 99.B.3(C)

Management’s Discussion and Analysis, page 1

Financial Performance Overview, page 5

Non-interest income, page 7

1. We note that investment management and custodial fees increased 43 percent from the
prior year due to the growth of client assets and the acquisition of Atlantic Trust.  We
also note from your disclosure on page 5 that your assets under administration  (AUA)
have signif icantly increased from the prior year  to $1.7 trillion and these amounts include
the full amount of AUA you co -manage with the Bank of New York Mellon through a
joint venture arrangement.  Please address the following:

Kevin Glass
Canadian Imperial Bank of Commerce
March 3 , 201 5
Page 2

  We note from your disclosure on page  116 that you refer to the managed assets
obtained from Atlantic Trust as assets under management (AUM).  However, you
describe the AUM acquired from Atlantic Trust on page 21 as “funds managed and
assets under administration” (within your private wealth m anagement disclosure).
Tell us and revise future filings to clearly disclose all AUA and AUM amounts.
 We note from your disclosure on page 97 that you account for all joint ventures under
the equity method.  Therefore, it appears that your Bank of New Y ork Mellon joint
venture income is not recognized under the same revenue recognition principle as
your management and custodial fees.  Related to the previous bullet point, tell us and
revise your disclosure on page 5 to disaggregate all AUA and AUM that a re co -
managed with Bank of New York Mellon.
 Clarify in your disclosure, if true, that your investment management  fees are based on
your AUM  and your custodial  fees are based on your AUA .
 Related to the previous bullet point, revise future filings to cla rify the amount of
revenue earned from investment management services and the amount earned from
custodial services.  Separately discuss in your MD&A the drivers of change for each.
 Provide a roll -forward of your AUM by investment strategy (i.e. equities, fixed
income, cash , et al ) that separately presents gross client inflows, gross client outflows,
inflows from acquisitions, market appreciation/(depreciation), and foreign currency
translation adjustments.
 Provide your ending AUA balances by fin ancial instrument mix (e.g. equities, fixed
income, cash , et al ) and geographic mix (e.g. Canada, United States, et al).
 Explain to us how each of these  fees is calculated.  In your response, tell us if you
record these fees based on average or ending bala nces, and if based on average
balances, please consider presenting average AUM/AUA.

Accounting and Control Matters, page 73

Valuation of Financial Instruments, page 73

2. We note your adoption of a funding valuation adjustment (FVA) in the amount of $112
million during the fourth quarter of 2014.  Your disclosure indicates that you have
excluded the FVA adjustment from the table on page 74 that presents your fair value
adjustments because the FVA adjustment is considered integral to your valuation process .
Please respond to the following:
 In light of your disclosure on page 73 that the impact of FVA is to reduce the fair
value of uncollateralized derivative assets “incremental to the reduction in fair value
of credit risk already reflected through CVA” a nd credit risk is one of the fair value
adjustments you disclose on page 74, please tell us why you don’t believe this is the
type of adjustment that would be reflected as part of your fair value adjustments.
 To the extent that you continue to believe it is appropriate to disclose FVA as part of
your fair value adjustments on page 74, please tell us whether you plan to continue to
disclose the effect of FVA in future filings.

Kevin Glass
Canadian Imperial Bank of Commerce
March 3 , 201 5
Page 3

 Exhibit 99.B.3(B)

Note 2 – Fair Value Measurement, page 107

Fair Value of Financial Instruments, page 110

3. We note that you have $4.9 billion of business and government loans carried at fair value
through net income.  We also note from your disclosure on page 108 that you separately
present the fair value of any credit derivativ es used to manage the credit risk associated
with these loans.  Please refer to paragraph 9 of IFRS 7 and respond to the following:
 Tell us and revise future filings to disclose the current period and cumulative change
in fair value that is attributable to  the credit risk  of these loans .
 Clarify if the change in fair value is classified as part of trading income (loss), and if
not, disclose which line item the change is classified within.
 Tell us and r evise future  filing s to disclose the amount of credit loss exposure that is
mitigated through your use of  credit derivatives and include in your disclosure the
current period and cumulative change in fair value of these instruments .

Note 6 – Structured Entities and Derecognition of Financial Assets, page 122

Single -Seller and Multi -Seller Conduits, page 122

4. We note your disclosure that you manage and administer a single -seller conduit and
several CIBC -sponsored non -consolidated mul ti-seller conduits in Canada.   Your
disclosure also states that the sellers to the conduits may continue to service the assets
and may be exposed to credit losses realized on these assets, typically through the
provision of over -collateralization or another form of retained interest.  Please respond to
the following:
 In circumstan ces where the sellers to the conduits do not service the assets or are not
exposed to credit losses realized on the assets, tell us whether you have any rights or
responsibilities with respect to servicing the assets or realizing the credit losses
through your credit facilities.
 Tell us whether any of the fees earned by you under the accounting, cash
management and operations services, or through the offering of backstop liquidity
facilities or as a derivative counterparty are variable in nature, and how yo u evaluated
the overall significance of the variability of the returns from these activities.

Note 15 – Common and Preferred Share Capital, page 135

Preferred Share Rights and Privileges, page 135

5. We note from your disclosure that you have issued Class A Series 27, 29 and 39
Preferred Shares which are automatically convertible into common shares upon the
occurrence of a non -viability trigger event.   The Series 27 and 29 preferred shares are

Kevin Glass
Canadian Imperial Bank of Commerce
March 3 , 201 5
Page 4

 convertible into a number of shares based upon the then applicab le cash redemption price
divided by 95% of the common share price, subject to a minimum price of $2.00 per
share, and the Series 39 preferred shares are convertible determined by dividing the par
value plus unpaid dividends divided by average common share price, subject to a
minimum of $5.00 per share.    In light of the fact that these preferred shares could be
settled in a variable number of shares, please tell us how you determined that equity
classification was appropriate for these instruments.

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 Securities Exchange Act o f
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 have made.

 In resp onding 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 comment s 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 securities laws of the United Sta tes.

You may contact Jim Dunn , Staff Accountant,  at (202) 551 -3724 or me at (202) 551 -
3512 if you have questions.

Sincerely,

        /s/ Stephanie J. Ciboroski

Stephanie J. Ciboroski
Senior Ass istant  Chief Accountant