Form 11-K
Table of Contents

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C 20549

 


FORM 11-K

ANNUAL REPORT

 


 

x ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2006

OR

 

¨ TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transaction period from              to             

COMMISSION FILE NUMBER 333-130283

 


 

A. Full title of the plan: CIBC World Markets Incentive Savings Plan for United States Employees

 

B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:

Canadian Imperial Bank of Commerce

Commerce Court

Toronto, Ontario

Canada, M5L 1A2

(416) 980-2211

 



Table of Contents

FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULE

CIBC World Markets Incentive Savings Plan for United States Employees

December 31, 2006 and 2005

with Report of Independent Registered Public Accounting Firm

 


Table of Contents

CIBC World Markets Incentive Savings Plan for United States Employees

Financial Statements

and Supplemental Schedule

Years ended December 31, 2006 and 2005

Contents

 

Report of Independent Registered Public Accounting Firm

   1

Financial Statements

  

Statements of Net Assets Available for Benefits as of December 31, 2006 and 2005

   2

Statement of Changes in Net Assets Available for Benefits for the Year Ended December 31, 2006

   3

Notes to Financial Statements

   4

Supplemental Schedule

  

Schedule H, Line 4(i)—Schedule of Assets (Held at End of Year)

   12

Signature

   13

Exhibit 23 Consent of Independent Registered Public Accounting Firm

   14

Assets Acquired and Disposed Within the Plan Year, Reportable Transactions, Party in Interest Transactions, Loans or Fixed Income Obligations in Default or Uncollectible, and Leases in Default or Uncollectible for the years ended December 31, 2006 and 2005 have not been presented due to the fact that there were no such transactions which are required to be reported in accordance with the Department of Labor Regulations paragraph 2520.103-10 and 103-11.


Table of Contents

Report of Independent Registered Public Accounting Firm

To the Participants and Plan Administrator

of the CIBC World Markets Incentive Savings Plan for United States Employees

We have audited the accompanying statements of net assets available for benefits of the CIBC World Markets Incentive Savings Plan for United States Employees (the “Plan”) as of December 31, 2006 and 2005, and the related statement of changes in net assets available for benefits for the year ended December 31, 2006. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to perform an audit of the Plan’s internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinions.

In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan at December 31, 2006 and 2005, and the changes in net assets available for benefits for the year ended December 31, 2006, in conformity with U.S. generally accepted accounting principles.

Our audits were performed for the purpose of forming an opinion on the financial statements taken as a whole. The accompanying supplemental schedule is presented for the purpose of additional analysis and is not a required part of the financial statements but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in our audits of the financial statements and, in our opinion, is fairly stated in all material respects in relation to the financial statements taken as a whole.

LOGO

June 22, 2007

 

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Table of Contents

CIBC World Markets Incentive Savings Plan for United States Employees

Statements of Net Assets Available for Benefits

 

     December 31
     2006    2005

Assets

     

Investments at fair value:

     

Registered investment companies

   $ 211,256,798    $ 198,296,898

CIBC stock fund

     18,889,034      15,574,371

Loans to participants

     2,024,236      2,455,779
             

Total investments

     232,170,068      216,327,048

Employer and participant contributions receivable

     283,326      884,796
             

Net assets available for benefits

   $ 232,453,394    $ 217,211,844
             

See notes to financial statements.

 

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CIBC World Markets Incentive Savings Plan for United States Employees

Statement of Changes in Net Assets Available for Benefits

Year ended December 31, 2006

 

Additions

  

Net realized and unrealized appreciation in fair value of investments

   $ 19,949,865

Interest and dividends

     8,812,220

Employer contributions

     2,976,031

Participant contributions

     12,751,313

Other additions

     1,266,480
      

Total additions

     45,755,909
      

Deductions

  

Benefits paid to participants

     30,495,776

Other

     18,583
      

Total deductions

     30,514,359
      

Increase in net assets available for benefits

     15,241,550

Net assets available for benefits:

  

Beginning of year

     217,211,844
      

End of year

   $ 232,453,394
      

See notes to financial statements

 

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CIBC World Markets Incentive Savings Plan for United States Employees

Notes to Financial Statements

December 31, 2006

 

1. Description of the Plan

The following description of the CIBC World Markets Incentive Savings Plan for United States Employees (the “Plan”) is provided for general information purposes only. Participants should refer to the Plan Document for more complete information. Terms used in this description have the same meaning as in the Plan.

General

The Plan is a defined contribution plan covering substantially all United States employees of Canadian Imperial Bank of Commerce (“CIBC”), the Plan’s sponsor. The U.S. Benefits Committee administers the Plan. Vanguard Fiduciary Trust Company (the “Trustee”) serves as the trustee of the Plan, and together with several investment managers, manages the Plan’s investments. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (“ERISA”).

Eligibility and Participation

An Eligible Employee as defined by the Plan is eligible to participate in the Plan on the later of attainment of age 18 or his/her date of hire.

Contributions

A plan participant may contribute between 2% and 50% of their base salary on a before tax or after tax basis, subject to Internal Revenue Service limitations. CIBC matches up to 50% of a participant’s contribution up to 6% of the participant’s base salary. A discretionary bonus contribution may be determined by CIBC as a fixed percentage of a participant’s base salary for the portion of the year a participant was eligible to participate in the Plan. At the date of this report, management has not approved the December 31, 2006 discretionary bonus contribution amount, as of the audit date. If approved, the 1% discretionary contribution will likely be $1,211,799, less $254,154 (in the forfeiture account as of May 31, 2007) for a net total of $957,645. As of the audit date this amount is not included in the total employer and participant contribution receivable in the statement of Net Assets Available for Benefits, until approved.

 

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CIBC World Markets Incentive Savings Plan for United States Employees

Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Participant Accounts

Individual accounts are maintained for each Plan participant. Each participant’s account is credited with the Plan earnings and contributions made by the participant and CIBC, and charged with an allocation of Plan losses and any benefit distributions. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account. At December 31, 2006, participant forfeitures of $149,531 were available to reduce CIBC contributions to the Plan.

Investments

Participants direct their account balances into various investment options offered by the Plan.

Vesting

Participants employed by CIBC prior to January 2, 1998, who were still employed on January 1, 1999, are fully vested in their accounts including all future contributions to the Plan. Each other participant will have a fully vested non-forfeitable interest in the CIBC matching and discretionary bonus contributions after completing three years of service. Amounts forfeited by participants may be used to reduce CIBC matching or bonus contributions.

Participant Loans

Generally participants may borrow from their fund accounts up to the lesser of $50,000 or 50 percent of their vested account balance. The minimum loan amount is $1,000. The loans are secured by the balance in the participant’s account and bear interest at rates commensurate with local prevailing rates as prescribed in the Plan document.

 

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CIBC World Markets Incentive Savings Plan for United States Employees

Notes to Financial Statements (continued)

 

1. Description of the Plan (continued)

 

Payment of Benefits

After attaining 59-1/2 years of age, a participant may withdraw any portion or all of his/her before tax, CIBC matching or discretionary bonus accounts in that order of priority. Prior to attaining age 59-1/2, an employed participant may withdraw any portion or all of his/her after tax savings account plus earnings or rollover account. Prior to attaining age 59-1/2 employed participants may not withdraw any amount from his/her before tax, CIBC matching or discretionary contribution accounts unless he/she can establish that financial hardship exists as defined in the Plan document, in which case, a participant may request a distribution of his/her before tax account. Upon termination of employment, a participant (or his/her beneficiary) may receive a distribution of the vested account balance. Lump sum payment will be made on any distributions if the account balance is less than or equal to $1,000. If the account balance is greater than $1,000, the participant (or his/her beneficiary) may elect to receive a lump sum distribution or installment payments over a period that does not extend beyond the life expectancy of the participant (or his/her beneficiary).

2. Summary of Significant Accounting Policies

Basis of Accounting

The accompanying financial statements have been prepared in accordance with U.S. generally accepted accounting principles.

In December 2005, the Financial Accounting Standards Board (FASB) issued FASB Staff Position AAG INV-1 and SOP 94-4-1, Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans (the “FSP”). The FSP defines the circumstances in which an investment contract is considered fully benefit responsive and provides certain reporting and disclosure requirements for fully benefit responsive investment contracts in defined contribution health and welfare and pension plans. The financial statement presentation and disclosure provisions of the FSP are effective for financial statements issued for annual periods ending after December 15, 2006 and are required to be applied retroactively to all prior periods presented for comparative purposes. The Plan has adopted the provisions of the FSP at December 31, 2006.

 

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CIBC World Markets Incentive Savings Plan for United States Employees

Notes to Financial Statements (continued)

 

2. Summary of Significant Accounting Policies (continued)

 

As required by the FSP, investments in the accompanying Statements of Net Assets Available for Benefits include fully benefit responsive investment contracts recognized at fair value. AICPA Statement of Position 94-4-1 Reporting of Investment Contracts Held by Health and Welfare Benefit Plans and Defined Contribution Pension Plans, as amended, requires full benefit responsive investment contracts to be reported at fair value in the Plan’s Statement of Net Assets Available for Benefits with a corresponding adjustment to reflect these investments at contract value. Adoption of the FSP had no effect on the Statement of Changes in Net Assets Available for Benefits to the period presented.

In September 2006, the Financial Accounting Standards Board (FASB) issued Statement on Financial Accounting Standards (FAS) No. 157, Fair Value Measurements. This standard establishes a single authoritative definition of fair value, sets out a framework for measuring fair value and requires additional disclosures about fair value measurements. SFAS No. 157 applies to fair value measurements already required or permitted by existing standards. FAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years. The changes to current U.S. generally accepted accounting principles from the application of this Statement relate to the definition of fair value, the methods used to measure fair value, and the expanded disclosures about fair value measurements. As of December 31, 2006, the Plan is currently evaluating the implication of FAS No. 157.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles States requires management to make estimates and assumptions that affect the reported amounts of net assets available for benefits and changes therein at the date of the financial statements. Actual results could differ from these estimates.

 

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CIBC World Markets Incentive Savings Plan for United States Employees

Notes to Financial Statements (continued)

 

2. Summary of Significant Accounting Policies (continued)

 

Risks and Uncertainties

The Plan provides for various investment options. Investment securities, in general, are exposed to various risks, such as interest rate, credit and overall market volatility. Due to the level of risk associated with certain investment securities, it is reasonably possible that changes in value of investment securities will occur in the near term and that such changes would materially affect participants’ account balances and the amounts reported in the statements of net assets available for plan benefits.

Investment Valuation and Income Recognition

The Plan’s investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices, which represent the net asset value of shares held by the Plan at year-end. The Plan’s investment in the CIBC Stock Fund is valued at the year-end unit closing price. Participant loans are valued at their outstanding balance, which approximates fair value.

Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Payment of Benefits

Benefit payments to participants are recorded upon distribution.

 

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CIBC World Markets Incentive Savings Plan for United States Employees

Notes to Financial Statements (continued)

 

3. Investments

The following is a summary of the information regarding the Plan, included in the Plan’s financial statements and supplemental schedule:

 

     December 31
     2006    2005

Investments representing 5% or more of net assets available for benefits:

     

(*) American Funds EuroPacific Growth Fund

   $ 20,525,970    $ 11,511,478

(*) CIBC Stock Fund

     18,889,034      15,574,371

(*) Davis New York Venture Fund

     17,038,202      16,498,149

(*) Lord Abbett Affiliated Fund

     24,233,633      24,233,478

(*) PIMCO Funds: Total Return Fund

     15,744,794      11,608,441

(*) T. Rowe Price Blue Chip Growth Fund-Advisor Shares

     13,314,624     

(*) Vanguard 500 Index Fund Investor Shares

     50,760,230      46,077,719

(*) Vanguard Prime Money Market Fund

     29,564,930      23,892,477

(*) Vanguard Small-Cap Index Fund

     17,744,075      16,021,409

(*) Vanguard US Growth Fund

     —        13,072,722
             

Subtotal

     207,815,492      178,490,244

Investments representing less than 5% of net assets available for benefits:

     

(*) Alliance Premier Growth Fund

     —        1,667,513

(*) Alliance Technology Fund

     —        1,093,221

(*) Franklin Strategic Series: Small Cap Growth Fund

     2,731,475      2,603,389

(*) Morgan Stanley Institutional Fund

     3,360,834      1,939,524

(*) Columbia International Value Fund

     —        4,099,732

(*) Oak Associates Fund: White Oak Growth Stock Fund

     —        1,794,346

(*) Pilgrim International Value Fund

     —        —  

(*) Seligman Communications and Information Fund

     —        1,234,957

(*) T. Rowe Price International Funds, Inc.: Emerging Markets Stock Fund

     639,090      —  

(*) UAM Funds, Inc.: C&B Mid Cap Equity Portfolio; Institutional Class Shares

     377,385      —  

(*) Vanguard Balanced Index Fund

     —        10,069,210

(*) Vanguard High Yield Corporate Fund

     4,755,617      4,904,365

(*) Vanguard Long-Term Treasury Fund

     —        5,974,768

(*) Vanguard Retirement Savings Trust

     27,239      —  

(*) Vanguard Target Retirement 2005 Fund

     540,978      —  

(*) Vanguard Target Retirement 2010 Fund

     831,316      —  

(*) Vanguard Target Retirement 2015 Fund

     1,381,363      —  

(*) Vanguard Target Retirement 2020 Fund

     1,236,484      —  

(*) Vanguard Target Retirement 2025 Fund

     1,533,414      —  

(*) Vanguard Target Retirement 2030 Fund

     2,001,988      —  

(*) Vanguard Target Retirement 2035 Fund

     1,653,569      —  

(*) Vanguard Target Retirement 2040 Fund

     871,781      —  

(*) Vanguard Target Retirement 2045 Fund

     298,339      —  

(*) Vanguard Target Retirement 2050 Fund

     16,965      —  

(*) Vanguard Target Retirement Income

     72,503      —  

(*) Loans to participants

     2,024,236      2,455,779
             

Subtotal

     24,354,576      37,836,804

Total investments

   $ 232,170,068    $ 216,327,048
             

(*) Permitted party-in-interest

 

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Table of Contents

CIBC World Markets Incentive Savings Plan for United States Employees

Notes to Financial Statements (continued)

 

3. Investments (continued)

 

During the year ended December 31, 2006, gains and losses on investments sold as well as appreciation in the value of Plan assets held at year end were as follows:

 

     2006

Registered investment companies

   $ 15,637,901

CIBC Stock Fund

     4,311,964
      

Net realized and unrealized appreciation in fair value of investments

   $ 19,949,865
      

During the year ended December 31, 2006, interest and dividend income earned on Plan assets were as follows:

 

     2006

Registered investment companies

   $ 8,237,504

CIBC Stock Fund

     461,902

Loans to participants

     112,814
      

Total interest and dividend income

   $ 8,812,220
      

4. Related-Party Transactions

Certain Plan investments are shares of mutual funds managed by the Trustee or its affiliates, therefore, these transactions qualify as permitted party-in-interest transactions.

Certain officers and employees of the Plan’s sponsor (who may also be participants in the Plan) perform administrative services related to the Plan’s operation, record keeping and financial reporting. The Plan’s sponsor pays these individuals’ salaries and also pays all other administrative expenses on the Plan’s behalf.

 

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CIBC World Markets Incentive Savings Plan for United States Employees

Notes to Financial Statements (continued)

 

4. Related-Party Transactions (continued)

 

The foregoing transactions are not deemed prohibited party-in-interest transactions, because they are covered by statutory and administrative exemptions from the Internal Revenue Code and ERISA’s rules on prohibited transactions.

5. Plan Termination

CIBC has determined that the reduction in the number of Plan participants in recent years has resulted in a partial plan termination. As a result of the partial plan termination, participants whose benefits were previously forfeited upon their termination were entitled to receive those benefits plus earnings thereon. CIBC calculated the amount of forfeited benefits and earnings thereon that were owed to participants affected by the partial plan termination as $1,189,871. This amount was paid by CIBC to the Plan in October 2006.

6. Federal Income Tax Status

The Plan has received a determination letter from the Internal Revenue Service dated July 19, 2004, stating that the Plan is qualified under Section 401(a) of the Internal Revenue Code (the “Code”). Subsequent to this determination by the Internal Revenue Service, the Plan was amended. Once qualified, the Plan is required to operate in conformity with the Code to maintain its qualification. The plan administrator believes the Plan is being operated in compliance with the applicable requirements of the Code and, therefore, believes the Plan, as amended, is qualified and the related trust is tax exempt.

 

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Supplemental Schedule


Table of Contents

EIN: #13-1942440

Plan: #006

CIBC World Markets Incentive Savings Plan for United States Employees

Schedule H, Line 4(i)-Schedule of Assets (Held at End of Year)

December 31, 2006

 

Identity of Issue, Borrower, Lessor or Similar Party

  

Description of

Investment, Including

Shares, or Rate of

Interest

   

Current

Value

Registered Investment Companies:

    

American Funds EuroPacific Growth Fund*

   440,850 shares     $ 20,525,970

Davis New York Venture Fund Inc.*

   442,321 shares       17,038,202

Franklin Strategic Series: Small Cap Growth Fund*

   72,319 shares       2,731,475

Lord Abbett Affiliated Fund*

   1,585,971 shares       24,233,633

Morgan Stanley Institutional Fund*

   127,934 shares       3,360,834

PIMCO Funds: Pacific Investment Management Series*

   1,516,839 shares       15,744,794

T. Rowe Price Blue Chip Growth Fund-Advisor Shares*

   372,125 shares       13,314,624

T. Rowe Price International Funds, Inc.: Emerging Markets Stock Fund*

   19,719 shares       639,090

UAM Funds, Inc.: C&B Mid Cap Equity Portfolio; Institutional Class Shares*

   16,976 shares       377,385

Vanguard 500 Index Fund*

   388,699 shares       50,760,230

Vanguard High Yield Corporate Fund*

   764,569 shares       4,755,617

Vanguard Prime Money Market Fund*

   29,564,930 shares       29,564,930

Vanguard Retirement Savings Trust *

   27,239 shares       27,239

Vanguard Small-Cap Index Fund*

   543,963 shares       17,744,075

Vanguard Target Retirement 2005 Fund*

   47,165 shares       540,978

Vanguard Target Retirement 2010 Fund*

   38,064 shares       831,316

Vanguard Target Retirement 2015 Fund*

   110,864 shares       1,381,363

Vanguard Target Retirement 2020 Fund*

   55,697 shares       1,236,484

Vanguard Target Retirement 2025 Fund*

   117,593 shares       1,533,414

Vanguard Target Retirement 2030 Fund*

   88,819 shares       2,001,988

Vanguard Target Retirement 2035 Fund*

   119,219 shares       1,653,569

Vanguard Target Retirement 2040 Fund*

   38,815 shares       871,781

Vanguard Target Retirement 2045 Fund*

   20,834 shares       298,339

Vanguard Target Retirement 2050 Fund*

   753 shares       16,965

Vanguard Target Retirement Income*

   6,776 shares       72,503
        

Total registered investment companies

       211,256,798

CIBC Stock Fund*

   563,515 shares       18,889,034

Loans receivable from participants*

   2.75% - 10 %     2,024,236
        

Total investments

     $ 232,170,068
        

* Permitted party-in-interest

Note: Cost information is not required for participant directed investments, and therefore is not included.

 

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Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the U.S. Benefits Committee of the CIBC World Markets Incentive Savings Plan for United States Employees has duly caused this annual report to be signed on its behalf by the undersigned thereunto duly authorized.

 

CIBC World Markets Incentive Savings Plan for

United States Employees

By:  

/s/ Achilles M. Perry

 

Achilles M. Perry, a member of the

U.S. Benefits Committee

Date: June 22, 2006

 

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