Note 15 |
|
Common and preferred share capital |
The following table presents the
outstanding number of shares and dividends paid:
Outstanding shares
and dividends paid
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$ millions, except number of shares and per share
amounts, as at or for the year ended October 31 |
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2018 |
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2017 |
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2016 |
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Shares outstanding |
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Dividends paid |
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Shares outstanding |
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Dividends paid |
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Shares outstanding |
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Dividends paid |
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Number
of shares |
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|
Amount |
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|
Amount |
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$ per
share |
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|
Number
of shares |
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|
Amount |
|
|
Amount |
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|
$ per
share |
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|
Number
of shares |
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|
Amount |
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|
Amount |
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|
$ per
share |
|
Common shares
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|
|
442,823,361 |
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|
$ |
13,242 |
|
|
$ |
2,356 |
|
|
$ |
5.32 |
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|
439,329,713 |
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|
$ |
12,550 |
|
|
$ |
2,121 |
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|
$ |
5.08 |
|
|
|
397,055,398 |
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|
$ |
8,025 |
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|
$ |
1,879 |
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|
$ |
4.75 |
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Class A Preferred
Shares
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Series 39
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16,000,000 |
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|
|
400 |
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|
|
16 |
|
|
|
0.98 |
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|
16,000,000 |
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|
|
400 |
|
|
|
16 |
|
|
|
0.98 |
|
|
|
16,000,000 |
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|
|
400 |
|
|
|
16 |
|
|
|
0.98 |
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Series 41
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|
|
12,000,000 |
|
|
|
300 |
|
|
|
11 |
|
|
|
0.94 |
|
|
|
12,000,000 |
|
|
|
300 |
|
|
|
11 |
|
|
|
0.94 |
|
|
|
12,000,000 |
|
|
|
300 |
|
|
|
11 |
|
|
|
0.94 |
|
Series 43
|
|
|
12,000,000 |
|
|
|
300 |
|
|
|
11 |
|
|
|
0.90 |
|
|
|
12,000,000 |
|
|
|
300 |
|
|
|
11 |
|
|
|
0.90 |
|
|
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12,000,000 |
|
|
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300 |
|
|
|
11 |
|
|
|
0.90 |
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Series 45
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|
32,000,000 |
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|
|
800 |
|
|
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35 |
|
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|
1.10 |
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32,000,000 |
|
|
|
800 |
|
|
|
14 |
|
|
|
0.46 |
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|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
Series 47
|
|
|
18,000,000 |
|
|
|
450 |
|
|
|
16 |
|
|
|
0.88 |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
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|
|
– |
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|
– |
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|
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$ |
2,250 |
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|
$ |
89 |
|
|
|
|
|
|
|
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$ |
1,800 |
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$ |
52 |
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|
|
|
|
|
|
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$ |
1,000 |
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$ |
38 |
|
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|
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Treasury shares –common shares
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|
3,019 |
|
|
$ |
1 |
|
|
|
|
|
|
|
|
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|
(16,410 |
) |
|
$ |
(2 |
) |
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14,882 |
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$ |
1 |
|
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|
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Treasury shares –preferred shares
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– |
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– |
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(116,671 |
) |
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(3 |
) |
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– |
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– |
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Common
shares
CIBC’s authorized capital
consists of an unlimited number of common shares, without nominal
or par value.
Common shares
issued
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$ millions, except number of shares, as at or for the year
ended October 31 |
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|
2018 |
|
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2017 |
|
|
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|
2016 |
|
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Number
of shares |
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|
Amount |
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|
Number
of shares |
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|
Amount |
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|
Number
of shares |
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|
Amount |
|
Balance at beginning of
year
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|
439,313,303 |
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$ |
12,548 |
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|
|
397,070,280 |
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$ |
8,026 |
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|
397,291,068 |
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|
$ |
7,813 |
|
Issuance pursuant to:
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Acquisition of The
PrivateBank
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|
1,689,450 |
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|
194 |
|
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|
32,137,402 |
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|
3,443 |
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|
|
– |
|
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|
– |
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Acquisition of Geneva
Advisors
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|
– |
|
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|
– |
|
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|
1,204,344 |
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|
126 |
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|
– |
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|
– |
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Acquisition of Wellington
Financial
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|
378,848 |
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|
47 |
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|
– |
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– |
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|
– |
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|
|
– |
|
Equity-settled share-based
compensation plans
|
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|
999,675 |
|
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|
95 |
|
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|
990,934 |
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|
91 |
|
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|
815,767 |
|
|
|
72 |
|
Shareholder investment plan
(1)
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|
|
2,880,782 |
|
|
|
337 |
|
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|
6,870,584 |
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|
749 |
|
|
|
1,662,972 |
|
|
|
164 |
|
Employee share purchase plan
(2)
|
|
|
1,044,893 |
|
|
|
123 |
|
|
|
1,071,051 |
|
|
|
117 |
|
|
|
373,382 |
|
|
|
37 |
|
|
|
|
446,306,951 |
|
|
$ |
13,344 |
|
|
|
439,344,595 |
|
|
$ |
12,552 |
|
|
|
400,143,189 |
|
|
$ |
8,086 |
|
Purchase of common shares for
cancellation
|
|
|
(3,500,000 |
) |
|
|
(104 |
) |
|
|
– |
|
|
|
– |
|
|
|
(3,081,300 |
) |
|
|
(61 |
) |
Treasury shares
|
|
|
19,429 |
|
|
|
3 |
|
|
|
(31,292 |
) |
|
|
(4 |
) |
|
|
8,391 |
|
|
|
1 |
|
Balance at end of year (3)
|
|
|
442,826,380 |
|
|
$ |
13,243 |
|
|
|
439,313,303 |
(4) |
|
$ |
12,548 |
|
|
|
397,070,280 |
|
|
$ |
8,026 |
|
(1) |
Commencing on October 28, 2016, CIBC has met the
requirements for additional common shares for the Shareholder
Investment Plan (the Plan) by issuing shares from Treasury. The
participants in the Dividend Reinvestment Option and the Stock
Dividend Option of the Plan received a 2% discount to average
market price on dividends reinvested in additional common shares.
Effective with the dividends paid on April 27, 2018, the
discount was removed. The participants in the Share Purchase Option
of the Plan continue to receive shares issued from Treasury with no
discount.
|
(2) |
Commencing June 29, 2016, employee contributions to our
Canadian ESPP have been used to purchase common shares from
Treasury.
|
(3) |
Excludes
60,764 restricted shares as at October 31, 2018 (2017:
190,285; 2016: nil).
|
(4) |
Excludes
2,010,890 common shares which were issued and outstanding but which
had not been acquired by a third party as at October 31, 2017.
These shares were issued as a component of our acquisition of The
PrivateBank.
|
Common shares
reserved for issue
As at October 31, 2018,
15,703,861 common shares (2017: 6,654,170) were reserved for
future issue pursuant to stock option plans, 16,160,842 common
shares (2017: 19,041,624) were reserved for future issue pursuant
to the Shareholder Investment Plan, 3,043,087 common shares
(2017: 2,771,650) were reserved for future issue pursuant to the
employee share purchase plan and other activities, and
1,561,767,500 common shares (2017: 1,012,992,500) were reserved for
future issue pursuant to instruments which include an NVCC
provision requiring conversion into common shares upon the
occurrence of a Trigger Event as described in the capital adequacy
guidelines.
Normal course
issuer bid
On May 31, 2018, we announced
that the Toronto Stock Exchange (TSX) had accepted the notice of
CIBC’s intention to commence a normal course issuer bid
(NCIB). Purchases under this bid will terminate upon the earlier
of: (i) CIBC purchasing up to a maximum of 9 million
common shares; (ii) CIBC providing a notice of termination; or
(iii) June 3, 2019. During the year, we purchased and
cancelled 3,500,000 common shares under this bid at an average
price of $119.22 for a total amount of
$417 million.
The following table shows
common shares purchased and cancelled under previously expired
NCIBs.
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|
|
|
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|
|
$ millions, except number of shares, as at or for the year
ended October 31 |
|
|
2018 |
|
|
|
|
|
2017 |
|
|
|
|
|
2016 |
|
TSX approval date |
|
Number
of shares |
|
|
Amount |
|
|
Number
of shares |
|
|
Amount |
|
|
Number
of shares |
|
|
Amount |
|
September 16, 2015 (1)
|
|
|
– |
|
|
$ |
– |
|
|
|
– |
|
|
$ |
– |
|
|
|
3,081,300 |
|
|
$ |
270 |
|
March 10, 2017 (2)
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
– |
|
|
|
|
– |
|
|
$ |
– |
|
|
|
– |
|
|
$ |
– |
|
|
|
3,081,300 |
|
|
$ |
270 |
|
(1) |
Common
shares were repurchased at an average price of $87.83 under this
NCIB, including 1,400,000 common shares purchased and cancelled
under a private agreement at an average price of $86.94 for a total
amount of $122 million on January 8, 2016.
|
(2) |
No common
shares were repurchased under this NCIB.
|
Preferred
shares
CIBC is authorized to issue an
unlimited number of Class A Preferred Shares and Class B
Preferred Shares without nominal or par value, issuable in series,
provided that, for each class of preferred shares, the maximum
aggregate consideration for all outstanding shares, at any time
does not exceed $10 billion. There are no Class B
Preferred Shares currently outstanding.
Preferred share
rights and privileges
Class A
Preferred Shares
Each series of Class A Preferred
Shares bears quarterly non-cumulative dividends. Non-cumulative
Rate Reset Class A Preferred Shares Series 39, 41, 43,
45, and 47 (NVCC) are redeemable, subject to regulatory approval if
required, for cash by CIBC on or after the specified redemption
dates at the cash redemption prices indicated in the terms of the
preferred shares.
Non-cumulative
Rate Reset Class A Preferred Shares Series 47 (NVCC) (Series
47 shares)
On January 18, 2018, we issued
18 million Non-cumulative Rate Reset Class A Preferred
Shares Series 47 (NVCC) (Series 47 shares) with a par
value of $25.00 per share, for gross proceeds of $450 million. For
the initial five-year period to the earliest redemption date of
January 31, 2023, the Series 47 shares pay quarterly cash
dividends, if declared, at a rate of 4.50%. On January 31,
2023, and on January 31 every five years thereafter, the
dividend rate will reset to be equal to the then current five-year
Government of Canada bond yield plus 2.45%.
Holders of the Series 47
shares will have the right to convert their shares on a one-for-one
basis into Non-cumulative Floating Rate Class A Preferred
Shares Series 48 (NVCC) (Series 48 shares), subject to certain
conditions, on January 31, 2023 and on January 31 every
five years thereafter. Holders of the Series 48 shares will be
entitled to receive a quarterly floating rate dividend, if
declared, equal to the three-month Government of Canada Treasury
Bill yield plus 2.45%. Holders of the Series 48 shares may
convert their shares on a one-for-one basis into Series 47
shares, subject to certain conditions, on January 31, 2028 and
on January 31 every five years thereafter.
Subject to regulatory
approval and certain provisions of the shares, we may redeem all or
any part of the then outstanding Series 47 shares at par on
January 31, 2023 and on January 31 every five years
thereafter; we may redeem all or any part of the then outstanding
Series 48 shares at par on January 31, 2028 and on
January 31 every five years thereafter.
Non-cumulative
Rate Reset Class A Preferred Shares Series 45 (NVCC) (Series
45 shares)
On June 2, 2017, we issued
32 million Series 45 shares with a par value of $25.00
per share, for gross proceeds of $800 million. For the initial
five-year period to the earliest redemption date of July 31,
2022, the Series 45 shares pay quarterly cash dividends, if
declared, at a rate of 4.40%. On July 31, 2022, and on
July 31 every five years thereafter, the dividend rate will
reset to be equal to the then current five-year Government of
Canada bond yield plus 3.38%.
Holders of the Series 45
shares will have the right to convert their shares on a one-for-one
basis into Non-cumulative Floating Rate Class A Preferred
Shares Series 46 (NVCC) (Series 46 shares), subject to certain
conditions, on July 31, 2022 and on July 31 every five
years thereafter. Holders of the Series 46 shares will be entitled
to receive a quarterly floating rate dividend, if declared, equal
to the three-month Government of Canada Treasury Bill yield plus
3.38%. Holders of the Series 46 shares may convert their
shares on a one-for-one basis into Series 45 shares, subject to
certain conditions, on July 31, 2027 and on July 31 every
five years thereafter.
Subject to regulatory
approval and certain provisions of the shares, we may redeem all or
any part of the then outstanding Series 45 shares at par on
July 31, 2022 and on July 31 every five years thereafter;
we may redeem all or any part of the then outstanding Series 46
shares at par on July 31, 2027 and on July 31 every five
years thereafter.
Non-cumulative
Rate Reset Class A Preferred Shares Series 43 (NVCC) (Series
43 shares)
On March 11, 2015, we issued
12 million Series 43 shares with a par value of $25.00 per
share, for gross proceeds of $300 million. For the initial
five-year period to the earliest redemption date of July 31,
2020, the Series 43 shares pay quarterly cash dividends, if
declared, at a rate of 3.60%. On July 31, 2020, and on
July 31 every five years thereafter, the dividend rate will
reset to be equal to the then current five-year Government of
Canada bond yield plus 2.79%.
Holders of the Series 43
shares will have the right to convert their shares on a one-for-one
basis into Non-cumulative Floating Rate Class A Preferred
Shares Series 44 (NVCC) (Series 44 shares), subject to
certain conditions, on July 31, 2020 and on July 31 every
five years thereafter. Holders of the Series 44 shares will be
entitled to receive a quarterly floating rate dividend, if
declared, equal to the three-month Government of Canada Treasury
Bill yield plus 2.79%. Holders of the Series 44 shares may convert
their shares on a one-for-one basis into Series 43 shares, subject
to certain conditions, on July 31, 2025 and on July 31
every five years thereafter.
Subject to regulatory
approval and certain provisions of the shares, we may redeem all or
any part of the then outstanding Series 43 shares at par on
July 31, 2020 and on July 31 every five years thereafter;
we may redeem all or any part of the then outstanding
Series 44 shares at par on July 31, 2025 and on
July 31 every five years thereafter.
Non-cumulative
Rate Reset Class A Preferred Shares Series 41 (NVCC) (Series
41 shares)
On December 16, 2014, we issued
12 million Series 41 shares with a par value of $25.00 per
share, for gross proceeds of $300 million. For the initial
five-year period to the
earliest redemption date of January 31, 2020, the
Series 41 shares pay quarterly cash dividends, if declared, at
a rate of 3.75%. On January 31, 2020, and on January 31
every five years thereafter, the dividend rate will reset to be
equal to the then current five-year Government of Canada bond yield
plus 2.24%.
Holders of the Series 41
shares will have the right to convert their shares on a one-for-one
basis into Non-cumulative Floating Rate Class A Preferred
Shares Series 42 (NVCC) (Series 42 shares), subject to
certain conditions, on January 31, 2020 and on January 31
every five years thereafter. Holders of the Series 42 shares
will be entitled to receive a quarterly floating rate dividend, if
declared, equal to the three-month Government of Canada Treasury
Bill yield plus 2.24%. Holders of the Series 42 shares may
convert their shares on a one-for-one basis into Series 41
shares, subject to certain conditions, on January 31, 2025 and
on January 31 every five years thereafter.
Subject to regulatory
approval and certain provisions of the shares, we may redeem all or
any part of the then outstanding Series 41 shares at par on
January 31, 2020 and on January 31 every five years
thereafter; we may redeem all or any part of the then outstanding
Series 42 shares at par on January 31, 2025 and on
January 31 every five years thereafter.
Non-cumulative
Rate Reset Class A Preferred Shares Series 39 (NVCC) (Series
39 shares)
On June 11, 2014, we issued
16 million Series 39 shares with a par value of $25.00
per share, for gross proceeds of $400 million. For the initial
five-year period to the earliest redemption date of July 31,
2019, the Series 39 shares pay quarterly cash dividends, if
declared, at a rate of 3.90%. On July 31, 2019, and on
July 31 every five years thereafter, the dividend rate will
reset to be equal to the then current five-year Government of
Canada bond yield plus 2.32%.
Holders of the
Series 39 shares will have the right to convert their shares
on a one-for-one basis into Non-cumulative Floating Rate
Class A Preferred Shares Series 40 (NVCC) (Series 40
shares), subject to certain conditions, on July 31, 2019 and
on July 31 every five years thereafter. Holders of the Series
40 shares will be entitled to receive a quarterly floating rate
dividend, if declared, equal to the three-month Government of
Canada Treasury Bill yield plus 2.32%. Holders of the
Series 40 shares may convert their shares on a one-for-one
basis into Series 39 shares, subject to certain conditions, on
July 31, 2024 and on July 31 every five years
thereafter.
Subject to regulatory
approval and certain provisions of the shares, we may redeem all or
any part of the then outstanding Series 39 shares at par on
July 31, 2019, and on July 31 every five years
thereafter; we may redeem all or any part of the then outstanding
Series 40 shares at par on July 31, 2024, and on
July 31 every five years thereafter.
Series 39, Series 40, Series 41,
Series 42, Series 43, Series 44, Series 45, Series 46,
Series 47, and Series 48 shares are subject to an NVCC
provision, necessary for the shares to qualify as regulatory
capital under Basel III. As such, the shares are automatically
converted into common shares upon the occurrence of a
“Trigger Event”. As described in the Capital Adequacy
Guidelines, a Trigger Event occurs when OSFI determines the bank is
or is about to become non-viable and, if after conversion of all
contingent instruments and consideration of any other relevant
factors or circumstances, it is reasonably likely that its
viability will be restored or maintained; or if the bank has
accepted or agreed to accept a capital injection or equivalent
support from a federal or provincial government, without which OSFI
would have determined the bank to be non-viable. Each such share is
convertible into a number of common shares, determined by dividing
the par value of $25.00 plus declared and unpaid dividends by the
average common share price (as defined in the relevant prospectus
supplement) subject to a minimum price of $5.00 per share (subject
to adjustment in certain events as defined in the relevant
prospectus supplement). We have recorded the Series 39, Series 41,
Series 43, Series 45, and Series 47 shares as equity.
Terms of
Class A Preferred Shares
(1) |
Quarterly
dividends may be adjusted depending on the timing of issuance or
redemption.
|
Restrictions on
the payment of dividends
Under Section 79 of the Bank
Act (Canada), a bank, including CIBC, is prohibited from
declaring or paying any dividends on its preferred or common shares
if there are reasonable grounds for believing that the bank is, or
the payment would cause it to be, in contravention of any capital
adequacy or liquidity regulation or any direction to the bank made
by OSFI.
In addition, our ability
to pay common share dividends is also restricted by the terms of
the outstanding preferred shares. These terms provide that we may
not pay dividends on our common shares at any time without the
approval of holders of the outstanding preferred shares, unless all
dividends to preferred shareholders that are then payable have been
declared and paid or set apart for payment.
We have agreed that if
CIBC Capital Trust fails to pay any interest payments on its
$1,300 million of CIBC Tier 1 Notes –
Series A, due June 30, 2108 or its $300 million of
CIBC Tier 1 Notes – Series B, due
June 30, 2108, we will not declare dividends of any kind on
any of our preferred or common shares for a specified period of
time. For additional details see Note 16.
Currently, these
limitations do not restrict the payment of dividends on our
preferred or common shares.
Capital
Objectives, policy
and procedures
Our objective is to employ a strong
and efficient capital base. We manage capital in accordance with a
capital policy approved by the Board. The policy includes specific
guidelines that relate to capital strength, capital mix, dividends
and return of capital, and the unconsolidated capital adequacy of
regulated entities and capital is monitored continuously for
compliance.
Each year, a Capital Plan
and three-year outlook are established as a part of the financial
plan, and they encompass all material elements of capital:
forecasts of sources and uses of capital including earnings,
dividends, business growth, and corporate initiatives, as well as
maturities, redemptions, and issuances of capital instruments. The
Capital Plan is stress-tested to ensure that it is sufficiently
robust under severe but plausible stress scenarios. The level of
capital and capital ratios are monitored throughout the year
including a comparison to the Capital Plan. There were no
significant changes made to the objectives, policy, guidelines and
procedures during the year.
Regulatory capital
requirements under Basel III
Our regulatory capital requirements
are determined in accordance with guidelines issued by OSFI, which
are based on the risk-based capital standards developed by the
Basel Committee on Banking Supervision (BCBS).
CIBC has been designated
by OSFI as a D-SIB in Canada, and is subject to a CET1 surcharge
equal to 1.0% of risk-weighted assets (RWAs). In June 2018, OSFI
publicly disclosed that it requires D-SIBs to hold a Domestic
Stability Buffer, currently set at 1.5% of RWAs. This results in
current all-in targets, including all buffer requirements, for
CET1, Tier 1 and Total capital ratios of 9.5%, 11.0%, and 13.0%,
respectively. These targets may be higher for certain institutions
at OSFI’s discretion.
“All-in” is
defined by OSFI as capital calculated to include all of the
regulatory adjustments that will be required by 2019, but retaining
the phase-out rules for non-qualifying capital instruments. Certain
deductions from CET1 capital that were phased in at 20% per
year from 2014 for the calculation of capital under the
transitional rules are now fully deducted, and therefore, there is
no longer a determination of transitional capital.
Regulatory capital
and ratios
Regulatory capital under Basel III
consists of CET1, Tier 1 and Tier 2 capital.
CET1 capital includes
common shares, retained earnings, AOCI (excluding AOCI relating to
cash flow hedges and changes to FVO liabilities attributable to
changes in own credit risk), and qualifying instruments issued by a
consolidated banking subsidiary to third parties, less regulatory
adjustments for items such as goodwill and other intangible assets
(net of related deferred tax liabilities), certain deferred tax
assets, net assets related to defined benefit pension plans as
reported on our consolidated balance sheet (net of related deferred
tax liabilities), and certain investments. Additional Tier 1
(AT1) capital primarily includes NVCC preferred shares, qualifying
instruments issued by a consolidated subsidiary to third parties,
and non-qualifying innovative Tier 1 notes subject to
phase-out rules for capital instruments. Tier 2 capital includes
NVCC subordinated indebtedness, non-qualifying subordinated
indebtedness subject to phase-out rules for capital instruments,
eligible collective allowance under the standardized approach, and
qualifying instruments issued by a consolidated subsidiary to third
parties.
Our capital ratios and leverage ratio
are presented in the table below:
|
|
|
|
|
|
|
|
|
|
|
$
millions, as at October 31 |
|
|
|
2018 |
|
|
2017 |
|
All-in basis
|
|
|
|
|
|
|
|
|
|
|
CET1 capital
|
|
|
|
$ |
24,641 |
|
|
$ |
21,618 |
|
Tier 1 capital
|
|
C |
|
|
27,908 |
|
|
|
24,682 |
|
Total capital
|
|
|
|
|
32,230 |
|
|
|
28,129 |
|
CET1 capital RWA (1)
|
|
|
|
|
216,144 |
|
|
|
203,321 |
|
Tier 1 capital RWA (1)
|
|
|
|
|
216,303 |
|
|
|
203,321 |
|
Total capital RWA (1)
|
|
|
|
|
216,462 |
|
|
|
203,321 |
|
CET1 ratio
|
|
|
|
|
11.4 |
% |
|
|
10.6 |
% |
Tier 1 capital ratio
|
|
|
|
|
12.9 |
% |
|
|
12.1 |
% |
Total capital ratio
|
|
|
|
|
14.9 |
% |
|
|
13.8 |
% |
Leverage ratio exposure
|
|
D |
|
$ |
653,946 |
|
|
$ |
610,353 |
|
Leverage ratio
|
|
C/D |
|
|
4.3 |
% |
|
|
4.0 |
% |
(1) |
Before
any capital floor requirement as applicable, there are three
different levels of risk-weighted assets (RWAs) for the calculation
of the CET1, Tier 1, and Total capital ratios arising from the
option CIBC has chosen for the phase-in of the CVA capital charge.
Since the introduction of Basel II in 2008, OSFI has prescribed a
capital floor requirement for institutions that use the AIRB
approach for credit risk. Effective in the second quarter of 2018,
the capital floor is determined by comparing a capital requirement
calculated by reference to the Basel II standardized approach
against the Basel III calculation, as specified by OSFI. Any
shortfall in the Basel III capital requirement compared with the
floor factor applied to the capital requirements under the Basel II
standardized approach is added to RWAs (75% is the floor factor in
the fourth quarter of 2018). Prior to the second quarter of 2018,
the capital floor for banks using the AIRB approach for credit risk
was determined by reference to the Basel I instead of the Basel II
standardized approach calculation. All-in RWAs as at
October 31, 2017 included a capital floor adjustment under
this methodology.
|
During the years ended
October 31, 2018 and 2017, we have complied with OSFI’s
regulatory capital requirements, including a 1.5% Domestic
Stability Buffer since June 2018.