U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 40 - F

o		REGISTRATION STATEMENT PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934

þ		ANNUAL REPORT PURSUANT TO SECTION 13(a) OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 1 - 14678

CANADIAN IMPERIAL BANK OF COMMERCE

(Exact name of registrant as specified in its charter)

Canada		6029		13-1942440
(Province or other jurisdiction		(Primary Standard Industrial		(I.R.S. Employer
of incorporation or organization)		Classification Code Number)		Identification Number)

Commerce Court
Toronto, Ontario
Canada, M5L 1A2
(416) 980-2211
(Address and telephone number of
registrant’s principal executive offices)

Michael G. Capatides
Chief Administrative Officer and General Counsel
Canadian Imperial Bank of Commerce
425 Lexington Avenue – 3^rd Floor
New York, New York, 10017
(212) 667-8301
(Name, address (including zip code) and telephone number
(including area code) of agent for service in the United States)

Securities registered or to be registered pursuant to Section 12(b) of the Act.

Title of each class		Name of each exchange on which registered
Common Shares		New York Stock Exchange

Securities registered or to be registered pursuant to Section 12(g) of the Act.

Not Applicable
(Title of Class)

Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.

Debt Securities
(Title of Class)

For annual reports, indicate by check mark the information filed with this Form:

þ Annual Information Form		þ Audited annual financial statements

Indicate the number of outstanding shares of each of the issuer’s classes of capital or common stock as of the close of the period covered by the annual report:

Common Shares			392,739,500
Class A Preferred Shares:
Series 18			12,000,000
Series 26			10,000,000
Series 27			12,000,000
Series 28			2,000
Series 29			13,232,342
Series 30			16,000,000
Series 31			18,000,000
Series 32			12,000,000
Series 33			12,000,000
Series 35			13,000,000
Series 37			8,000,000

Indicate by check mark whether the Registrant by filing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934 (the “Exchange Act”). If “Yes” is marked, indicate the file number assigned to the Registrant in connection with such Rule.

Yes o           No þ

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such period that the Registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes þ          No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).

Yes þ          No o

The section entitled “Credit Ratings” in, and Appendix A to, Exhibit B.3(a) – Annual Information Form, shall not be incorporated by reference into any registration statement filed by the Registrant under the U.S. Securities Act of 1933, as amended.

 

 

UNDERTAKING

     Registrant undertakes to make available, in person or by telephone, representatives to respond to inquiries made by the Commission staff, and to furnish promptly, when requested to do so by the Commission staff, information relating to: the securities in relation to which the obligation to file an annual report on Form 40-F arises or transactions in said securities.

SIGNATURE

     Pursuant to the requirements of the Exchange Act, the Registrant certifies that it meets all of the requirements for filing on Form 40-F and has duly caused this annual report to be signed on its behalf by the undersigned, thereto duly authorized.

EXHIBITS

(Information to be filed on this Form pursuant to General Instruction (references are to
paragraphs to General Instructions))

Exhibit		Description of Exhibit
B.3(a)		Annual Information Form
B.3(b)		Audited annual financial statements for the year ended October 31, 2010 excerpted from pages 104-179 of the 2010 Annual Report of Canadian Imperial Bank of Commerce (“CIBC”) including Independent Auditors’ Reports to Shareholders with respect to consolidated financial statements as at October 31, 2010 and 2009 and for each of the years in the three-year period ended October 31, 2010 and internal control over financial reporting as of October 31, 2010
B.3(c)		Management’s discussion and analysis excerpted from pages 31-103 of CIBC’s 2010 Annual Report
B.3(d)		Other Pages of CIBC’s 2010 Annual Report incorporated in Annual Information Form
B.6(a)(1)		Certifications required by Rule 13a-14(a)
B.6(a)(2)		Certifications required by Rule 13a-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code
B.6(b)		Conclusions Regarding the Effectiveness of the Registrant’s Disclosure Controls and Procedures (contained in Exhibit B.3(c))
B.6(c)		Management’s annual report on internal control over financial reporting (contained in Exhibit B.3(c))
B.6(d)		Report of the registered public accounting firm (contained in Exhibit B.3(b))
B.6(e)		Changes in internal control over financial reporting (contained in Exhibit B.3(c))
B.7		None
B.8		Disclosure regarding audit committee financial expert
B.9		Disclosure regarding code of ethics
B.10		Principal accountant fees and services
B.11		Disclosure regarding off-balance sheet arrangements (contained in Exhibit B.3(c))
B.12		Tabular disclosure of contractual obligations (contained in Exhibit B.3(c))
B.14		Identification of the Audit Committee (contained in Exhibit B.3(a))
D.9		Consent of Independent Registered Public Accounting Firm