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, 2008

OR

o 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


Financial Statements and Supplemental Schedule

CIBC World Markets Incentive Savings Plan for United States Employees
Years Ended December 31, 2008 and 2007
With Report of Independent Registered Public Accounting Firm


CIBC World Markets Incentive Savings Plan for United States Employees

Financial Statements
and Supplemental Schedule

Years Ended December 31, 2008 and 2007

Contents

Report of Independent Registered Public Accounting Firm.................................................

1

Financial Statements

 

Statements of Net Assets Available for Benefits as of
December 31, 2008 and 2007........................................................................................

2

Statement of Changes in Net Assets Available for Benefits
for the Year Ended December 31, 2008..........................................................................

3

Notes to Financial Statements ...........................................................................................

4

Supplemental Schedule

 

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

15

Signature...........................................................................................................................

16

Exhibit 23 Consent of Independent Registered Public Accounting Firm...............................

17



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, 2008 and 2007 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.


Report of Independent Registered Public Accounting Firm

To the Participants and U.S Benefits Committee
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 as of December 31, 2008 and 2007, and the related statement of changes in net assets available for benefits for the year ended December 31, 2008. 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 do 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. An 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 opinion.

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, 2008 and 2007, and the changes in its net assets available for benefits for the year ended December 31, 2008, 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 of assets (held at end of year) as of December 31, 2008 is presented for purposes 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. This 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.

/s/ Ernst & Young LLP

June 29, 2009

1

CIBC World Markets Incentive Savings Plan for United States Employees

Statements of Net Assets Available for Benefits

     

December 31

     

2008

   

2007

Assets

           

Investments at fair value:

           

Registered investment companies

 

$

132,265,841

 

$

213,932,078

CIBC stock fund

   

7,991,446

   

15,253,275

Loans to participants

   

1,160,931

   

1,663,309

Total investments

   

141,418,218

   

230,848,662

             

Employer and participant contributions receivable

   

112,325

   

354,799

Net assets reflecting investment at fair value

   

141,530,543

   

231,203,461

Adjustment from fair value to contract value for fully

           

benefit-responsive investment contracts

   

22,075

   

(1,424)

Net assets available for benefits, at contract value

 

$

141,552,618

 

$

231,202,037

See notes to financial statements.

2

CIBC World Markets Incentive Savings Plan for United States Employees

Statement of Changes in Net Assets Available for Benefits

Year Ended December 31, 2008

Additions

         

Net realized and unrealized depreciation in fair value of investments

   

$

(66,027,440

)

Interest and dividends

     

5,930,423

 

Employer contributions

     

1,208,891

 

Participant contributions

     

5,220,216

 

Other additions

     

26,634

 

Total additions

   

$

(53,641,276

)

           

Deductions

         

Benefits paid to participants

     

35,966,919

 

Other

     

41,224

 

Total deductions

     

36,008,143

 
           

Decrease in net assets available for benefits

     

(89,649,419

)

           

Net assets available for benefits:

         

Beginning of year

     

231,202,037

 

End of year

   

$

141,552,618

 

See notes to financial statements

3

CIBC World Markets Incentive Savings Plan for United States Employees

Notes to Financial Statements

December 31, 2008

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. Management has decided there will not be a discretionary bonus contribution for the year ended December 31, 2008.

4

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, 2008, participant forfeitures of $114,857 were used to offset 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

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.

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).

 

5

CIBC World Markets Incentive Savings Plan for United States Employees

Notes to Financial Statements (continued)

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.

Certain amounts in the Statement of Net Assets Available for Benefits at December 31, 2007 have been reclassified to conform to the 2008 presentation.

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 as of December 31, 2006.

As required by the FSP, the statement of Net Assets Available for Benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

6

CIBC World Markets Incentive Savings Plan for United States Employees

Notes to Financial Statements (continued)

2. Summary of Significant Accounting Policies (continued)

In September 2006, the Financial Accounting Standards Board (FASB) issued SFAS 157, Fair Value Measurements. This standard clarifies the definition of fair value for financial reporting, establishes a framework for measuring fair value and requires additional disclosures about the use of fair value measurements. SFAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007. Additionally, in October 2008, the FASB issued FASB Staff Position 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active (FSP 157-3). FSP 157-3 clarifies the application of SFAS 157 in markets that are not active and provides an example to illustrate key considerations in determining the fair value of a financial asset when the market for an asset is not active. The guidance in FSP 157-3 was effective upon issuance, including prior periods for which financial statements had not been issued. The Plan adopted SFAS 157 effective January 1, 2008. The adoption of SFAS 157 did not have a material impact on the financial statements of the Plan.

In April 2009, the FASB issued FASB Staff Position 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (FSP 157-4). FSP 157-4 supersedes FSP 157-3 and amends SFAS 157 to provide additional guidance on estimating fair value when the volume and level of activity for an asset or liability have significantly decreased in relation to normal market activity for the asset or liability. FSP 157-4 also provides additional guidance on circumstances that may indicate that a transaction is not orderly and on defining major categories of debt and equity securities in meeting the disclosure requirements of SFAS 157. FSP 157-4 is effective for reporting periods after June 15, 2009. Plan management is currently evaluating the effect that the provisions of FSP 157-4 will have on the Plan’s financial statements.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles 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.

7

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. See Note 8 for discussion of fair value measurements.

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.

The Vanguard Retirement Saving Trust invests in fully benefit-responsive investment contracts. These investment contracts are recorded at fair value (see Note 8); however, since these contracts are fully benefit-responsive, an adjustment is reflected in the statement of Net Assets Available for Benefits to present these investments at contract value. Contract value is the relevant measurement attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The contract value represents contributions plus earnings, less participant withdrawals and administrative expenses.

Payment of Benefits

Benefit payments to participants are recorded upon distribution.

8

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

   

        2008

 

        2007

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

       

(*)     American Funds EuroPacific Growth Fund

$

10,824,573

$

21,916,142

(*)     CIBC Stock Fund

 

7,991,446

 

15,253,275

(*)     Lord Abbett Affiliated Fund

 

12,578,491

 

22,742,683

(*)     PIMCO Funds: Total Return Fund

 

15,689,418

 

16,656,987

(*)     T. Rowe Price Blue Chip Growth Fund

 

7,096,131

 

13,828,405

(*)     Vanguard 500 Index Fund

 

25,765,633

 

48,221,730

(*)     Vanguard Prime Money Market Fund

 

25,654,936

 

28,876,316

(*)     Vanguard Small-Cap Index Fund

 

7,777,786

 

15,270,378

Subtotal

 

113,378,414

 

182,765,916

         

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

       

(*)     Black Rock Small Cap Growth Fund

 

679,355

 

-

(*)     Davis New York Venture Fund

 

7,037,396

 

14,014,787

(*)     Franklin Strategic Series: Small Cap Growth 
            Fund

 

1,215,970

 

2,754,760

(*)     Morgan Stanley Institutional Fund

 

1,910,378

 

3,523,531

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

 

1,449,163

 

4,379,446

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

 

397,537

 

813,238

(*)     Vanguard High-Yield Corporate Fund

 

2,657,578

 

4,409,862

(*)     Vanguard Retirement Savings Trust (**)

 

1,355,444

 

151,516

(*)     Vanguard Target Retirement 2005 Fund

 

452,794

 

596,431

(*)     Vanguard Target Retirement 2010 Fund

 

1,268,930

 

1,487,026

(*)     Vanguard Target Retirement 2015 Fund

 

2,007,148

 

2,894,437

(*)     Vanguard Target Retirement 2020 Fund

 

1,219,144

 

1,940,500

(*)     Vanguard Target Retirement 2025 Fund

 

1,211,513

 

2,381,405

(*)     Vanguard Target Retirement 2030 Fund

 

1,437,857

 

2,676,595

(*)     Vanguard Target Retirement 2035 Fund

 

1,608,611

 

2,467,882

(*)     Vanguard Target Retirement 2040 Fund

 

485,357

 

1,138,448

(*)     Vanguard Target Retirement 2045 Fund

 

264,238

 

420,405

(*)     Vanguard Target Retirement 2050 Fund

 

86,694

 

149,166

(*)     Vanguard Target Retirement Income

 

155,841

 

218,578

(*)     Loans to Participants

 

1,160,931

 

1,663,309

Subtotal

 

28,061,879

 

48,081,322

Total investments

$

41,440,293

$

230,847,238
         

(*)     Permitted party-in-interest
(**)  The Plan’s investment in the Vanguard Retirement Savings Trust is reported above at contract value. The fair value of the Plan’s investment in the Vanguard Retirement Savings Trust was $1,333,369 and $152,940 at December 31, 2008 and 2007, respectively.
    

9

CIBC World Markets Incentive Savings Plan for United States Employees

Notes to Financial Statements (continued)

3. Investments (continued)

During the year ended December 31, 2008, gains and losses on investments sold as well as appreciation/depreciation in the value of Plan assets held at year end were broken down as follows:

   

2008

     

Registered investment companies

$

(60,410,181)

CIBC Stock Fund

 

(5,617,259)

Net realized and unrealized depreciation in fair value of investments

$

(66,027,440)

During the year ended December 31, 2008, interest and dividend income earned on Plan assets were as follows:

   

2008

     

Registered investment companies

$

5,194,817

CIBC Stock Fund

 

648,770

Loans to participants

 

86,836

Total interest and dividend income

$

5,930,423

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.

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 (the “code”) and ERISA’s rules on prohibited transactions.

10

CIBC World Markets Incentive Savings Plan for United States Employees

Notes to Financial Statements (continued)

5. 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 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.

6. Reconciliation of Financial Statements to Form 5500

The following is a reconciliation of net assets available for benefits per the financial statements at December 31, 2008 and 2007 to the Form 5500:

   

December 31

   

2008

 

2007

Net assets available for benefits per the financial
  statement

$

141,552,618 

$

31,202,037 

Less: Deemed distributions - cumulative

 

 -  

 

(50,327)

Add: Adjustment from fair value to contract value
  for fully benefit-responsive contracts

 

(22,075)

 

-  

Net assets available for benefits per Form 5500

$

141,530,543 

$

231,151,710

The following is a reconciliation of benefits paid to participants per the financial statements for the year ended December 31, 2008, to the Form 5500:

Benefits paid to participants per the financial statements

$

5,966,919 

Less: Amounts for deemed distributions at December 31, 2007

 

(50,327)

Benefits paid to participants per the Form 5500

$

35,916,592 

11

CIBC World Markets Incentive Savings Plan for United States Employees

Notes to Financial Statements (continued)

6. Reconciliation of Financial Statements to Form 5500 (continued)

The following is a reconciliation of the change in net assets available for benefits per the financial statements for the year ended December 31, 2008, to the Form 5500:

Net decrease in net assets available for benefits per the financial
   statements

$

(89,649,419)

Add: Adjustment from deemed distributions

 

50,327 

Net adjustment from fair value to contract value for fully benefit-
  responsive investment contracts

 

(22,075)

Net decrease in net assets available for benefits per the Form 5500

$

(89,621,167)

The accompanying financial statements present fully benefit-responsive investment contracts at contract value. The Form 5500 requires fully benefit-responsive investment contracts to be reported at fair value. Therefore, the adjustment from fair value to contract value for fully benefit-responsive investment contracts represents a reconciling item.

7. Discontinued Operations

Effective January 1, 2008, CIBC sold the U.S. domestic investment banking, equities, leverage finance and related debt capital markets businesses to Oppenheimer & Co, Inc. The Plan experienced a partial plan termination and participants that were involuntary terminated were fully vested by the Plan.

8. Fair Value Measurements

The Plan adopted SFAS 157, Fair Value Measurements, effective January 1, 2008. In addition, the Plan adopted FSP 157-3, Determining the Fair Value of a Financial Asset When the Market for That Asset Is Not Active, upon issuance in October 2008. SFAS 157 establishes a framework for measuring fair value and expands disclosures about fair value measurements in financial statements.

The various inputs that may be used to determine the value of the fund’s investments are summarized in three broad levels. The inputs or methodologies used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

12

CIBC World Markets Incentive Savings Plan for United States Employees

Notes to Financial Statements (continued)

8. Fair Value Measurements (continued)

Level 1 – Quoted prices in active markets for identical securities.

Level 2 – Other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk etc.).

Level 3 – Significant unobservable inputs (including the fund’s own assumptions used to determine the fair value of investments).

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

Following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at December 31, 2008 and 2007.

Common stocks, corporate bonds and U.S. government securities: Valued at the closing price reported on the active market on which the individual securities are traded.

Registered investment companies: Valued at the net asset value (NAV) of shares held by the plan at year end.

Participant loans: Valued at amortized cost, which approximates fair value.

Guaranteed investment contract: Valued at fair value by discounting the related cash flows based on current yields of similar instruments with comparable durations considering the credit-worthiness of the issuer.

The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.

13

CIBC World Markets Incentive Savings Plan for United States Employees

Notes to Financial Statements (continued)

8. Fair Value Measurements (continued)

The following table sets forth by level, with the fair value hierarchy, the plan’s assets at fair value as of December 31, 2008 and 2007:

   

Assets at Fair Value as of December 31, 2008

   

Level 1

 

Level 2

 

Level 3

 

Total

Registered investment companies

$

105,277,536

$

25,654,936

 

-

$

130,932,472

Common stocks

$

7,991,446

 

-

 

-

$

7,991,446

Guaranteed investment contract

 

-

 

1,333,369

 

-

$

1,333,369

Participant loans

 

-

 

-

$

1,160,931

$

1,160,931

Total assets at fair value

$

113,268,982

$

26,988,305

$

1,160,931

$

141,418,218

   

Assets at Fair Value as of December 31, 2007

   

Level 1

 

Level 2

 

Level 3

 

Total

Registered investment companies

$

184,902,822

$

28,876,316

 

-

$

213,779,138

Common stocks

$

15,253,275

 

-

 

-

$

15,253,275

Guaranteed investment contract

 

-

 

152,940

 

-

$

152,940

Participant loans

 

-

 

-

$

1,663,309

$

1,663,309

Total assets at fair value

$

200,156,097

$

29,029,256

$

1,663,309

$

230,848,662

Level 3 Gains and Losses

The following table sets forth a summary of changes in the fair value of the plan’s level 3 assets for the year ended December 31, 2008.

Level 3 Assets
Year Ended December 31, 2008

   

Participant loans

Balance, beginning of year

$

1,663,309 

Realized gains/(losses)

 

-  

Unrealized gains/(losses) relating to instruments still held at the reporting date

 

-  

Purchases, sales, issuances and settlements (net)

 

(502,378)

Balance, end of year

$

1,160,931 

14

Supplemental Schedule

15

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, 2008

Identity of Issue, Borrower, Lessor or Similar Party

Description of Investment, Including Shares, or Rate
of Interest

Current

       

Registered Investment Companies:

     

  American Funds EuroPacific Growth Fund*

386,454 shares

$

10,824,573

  Black Rock Small Cap Growth Fund

46,917 shares

 

679,355

  Davis New York Venture Fund Inc.*

297,942 shares

 

7,037,396

  Franklin Strategic Series: Small Cap Growth Fund*

59,930 shares

 

1,215,970

  Lord Abbett Affiliated Fund*

1,460,917 shares

 

12,578,491

  Morgan Stanley Institutional Fund*

120,910 shares

 

1,910,378

  PIMCO Funds: Total Return Fund *

1,547,280 shares

 

15,689,418

  T. Rowe Price Blue Chip Growth Fund *

307,858 shares

 

7,096,131

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

88,688 shares

 

1,449,163

  UAM Funds, Inc.: C&B Mid Cap Equity Portfolio *

37,861 shares

 

397,537

  Vanguard 500 Index Fund*

310,093 shares

 

25,765,633

  Vanguard High Yield Corporate Fund*

622,384 shares

 

2,657,578

  Vanguard Prime Money Market Fund*

25,654,936 shares

 

25,654,936

  Vanguard Retirement Savings Trust*

1,355,444 shares

 

1,333,369

  Vanguard Small-Cap Index Fund*

381,264 shares

 

7,777,786

  Vanguard Target Retirement 2005 Fund*

46,728 shares

 

452,794

  Vanguard Target Retirement 2010 Fund*

72,057 shares

 

1,268,930

  Vanguard Target Retirement 2015 Fund*

210,173 shares

 

2,007,148

  Vanguard Target Retirement 2020 Fund*

73,575 shares

 

1,219,144

  Vanguard Target Retirement 2025 Fund*

130,692 shares

 

1,211,513

  Vanguard Target Retirement 2030 Fund*

92,526 shares

 

1,437,857

  Vanguard Target Retirement 2035 Fund*

173,904 shares

 

1,608,611

  Vanguard Target Retirement 2040 Fund*

32,079 shares

 

485,357

  Vanguard Target Retirement 2045 Fund*

27,611 shares

 

264,238

  Vanguard Target Retirement 2050 Fund*

5,711 shares

 

86,694

  Vanguard Target Retirement Income*

16,370 shares

 

155,841

Total registered investment companies

   

132,265,841

CIBC Stock Fund*

191,412 shares

$

7,991,446

Loans to participants*

2.75% – 9.5%

 

1,160,931

Total investments

 

$

141,418,218

*     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/ Gary W. Brown                              
       Gary W. Brown , a member of the
              U.S. Benefits Committee

Dated: June 29, 2009

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Consent of Independent Registered Public Accounting Firm

We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-130283) pertaining to the CIBC World Markets Incentive Savings Plan for United States Employees of our report dated June 29, 2009, with respect to the financial statements and schedule of the CIBC World Markets Incentive Savings Plan for United States Employees included in this Annual Report (Form 11-K) for the year ended December 31, 2008.

 /s/ Ernst & Young LLP                              

New York, New York
June 29, 2009

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