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Canadian Imperial Bank of Commerce/CAN – ‘40-F’ for 10/31/02 – ‘EX-4’

On:  Wednesday, 1/15/03, at 1:38pm ET   ·   For:  10/31/02   ·   Accession #:  1206774-3-20   ·   File #:  1-14678

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 1/15/03  Canadian Imperial B… Commerce/CAN 40-F       10/31/02    9:628K                                   DG3/FA

Annual Report by a Canadian Issuer   —   Form 40-F
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 40-F        Annual Report by a Canadian Issuer                     6     24K 
 2: EX-1        Underwriting Agreement                                 1      5K 
 3: EX-2        Plan of Acquisition, Reorganization, Arrangement,     11     42K 
                          Liquidation or Succession                              
 4: EX-3        Articles of Incorporation/Organization or By-Laws    120±   426K 
 5: EX-4        Instrument Defining the Rights of Security Holders   102±   461K 
 6: EX-5        Opinion re: Legality                                   1      8K 
 7: EX-6        Opinion re: Discount on Capital Shares                18±    72K 
 9: EX-8        Opinion re: Tax Matters                                1      8K 
 8: EX-7        Opinion re: Liquidation Preference                     1      8K 


EX-4   —   Instrument Defining the Rights of Security Holders
Exhibit Table of Contents

Page (sequential)   (alphabetic) Top
 
11st Page  –  Filing Submission
8Goodwill and Other Intangible Assets
12Earnings Per Share
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EXHIBIT 4 - Consolidated Financial Statements -------------------------------------------------------------------------------- Consolidated Financial Results ================================================================================ ================================================================================ CONTENTS ------------------------------------------------------------------------ 72 Financial Reporting Responsibility of Management 73 Auditors' Reports to Shareholders 74 Consolidated Balance Sheets 75 Consolidated Statements of Income 76 Consolidated Statements of Changes in Shareholders' Equity 77 Consolidated Statements of Cash Flows 78 Notes to the Consolidated Financial Statements 119 Principal Subsidiaries 120 Supplementary Annual Financial Information 127 Quarterly Review 128 Ten-Year Statistical Review ================================================================================
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CONSOLIDATED FINANCIAL RESULTS -------------------------------------------------------------------------------- Financial Reporting Responsibility of Management -------------------------------------------------------------------------------- The management of Canadian Imperial Bank of Commerce (CIBC) is responsible for the preparation of the Annual Report, which includes the consolidated financial statements. The consolidated financial statements have been prepared in accordance with Canadian generally accepted accounting principles, including the accounting requirements of the Superintendent of Financial Institutions, Canada (OSFI) and, of necessity, contain items that reflect the best estimates and judgments of management. All financial information appearing throughout the Annual Report is consistent with that in the consolidated financial statements. In meeting its responsibility for the reliability and integrity of the consolidated financial statements, management has developed, and maintains, a comprehensive system of internal controls designed to ensure that transactions are properly authorized, assets are safeguarded and financial records are reliable. The system focuses on the need for the employment and training of qualified and professional staff, effective communication between management and staff, and management guidelines and policies. The system also includes policies on corporate conduct and a management organization philosophy that reflects accountability within delineated areas of responsibility. The system of internal controls is reviewed by the Audit Committee of the Board of Directors of CIBC. The Chief Auditor and his staff review and report on CIBC's internal controls, including computerized information system controls and security, the overall control environment, and accounting and financial controls. Systems and procedures to ensure employee compliance with conflict of interest rules and with securities legislation are monitored by the Compliance Officer. The Chief Auditor and the Compliance Officer have full and independent access to the Audit Committee. The Audit Committee is composed of directors who are not officers or employees of CIBC. CIBC's interim and annual consolidated financial statements and management discussion and analysis are discussed and reviewed by the Audit Committee with management and the shareholders' auditors before such financial information is approved by the Board of Directors. In addition, the Audit Committee has the duty to review investments and transactions that could adversely affect the well-being of CIBC; to review financial reports requiring board approval prior to submission to securities commissions or other regulatory authorities; to review key management estimates and judgments underlying financial statements; and to approve the shareholders' auditors' fees. Deloitte & Touche LLP and PricewaterhouseCoopers LLP, the shareholders' auditors, obtain an understanding of CIBC's internal controls and procedures for financial reporting to plan and conduct such tests and other audit procedures as they consider necessary in the circumstances to express an opinion in their report that follows. The shareholders' auditors have full and independent access to the Audit Committee to discuss their audit and related matters. Arthur Andersen LLP, one of the shareholders' auditors for 2001 and 2000, is no longer able to provide assurance on the financial statements for those years. PricewaterhouseCoopers LLP has reissued its opinion on the 2001 and 2000 consolidated financial statements. J.S. HUNKIN T.D. WOODS Chairman and Chief Financial Officer Chief Executive Officer November 27, 2002 -------------------------------------------------------------------------------- 72 CIBC ANNUAL REPORT 2002
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CONSOLIDATED FINANCIAL RESULTS -------------------------------------------------------------------------------- Auditors' Reports to Shareholders -------------------------------------------------------------------------------- We have audited the consolidated balance sheet of Canadian Imperial Bank of Commerce (CIBC) as at October 31, 2002 and the consolidated statements of income, changes in shareholders' equity and cash flows for the year then ended. These consolidated financial statements are the responsibility of CIBC's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of CIBC as at October 31, 2002 and the results of its operations and its cash flows for the year then ended in accordance with Canadian generally accepted accounting principles, including the accounting requirements of the Superintendent of Financial Institutions, Canada. The consolidated financial statements of CIBC as at October 31, 2001 and for the two-year period then ended were audited by PricewaterhouseCoopers LLP, who expressed an opinion without reservation on those statements in their report dated November 27, 2002. DELOITTE & TOUCHE LLP PRICEWATERHOUSECOOPERS LLP Chartered Accountants Toronto, Canada November 27, 2002 We have audited the consolidated balance sheet of Canadian Imperial Bank of Commerce (CIBC) as at October 31, 2001 and the consolidated statements of income, changes in shareholders' equity and cash flows for each of the years in the two-year period then ended. These consolidated financial statements are the responsibility of CIBC's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with Canadian generally accepted auditing standards. Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of CIBC as at October 31, 2001 and the results of its operations and its cash flows for each of the years in the two-year period then ended in accordance with Canadian generally accepted accounting principles, including the accounting requirements of the Superintendent of Financial Institutions, Canada. PRICEWATERHOUSECOOPERS LLP Chartered Accountants Toronto, Canada November 27, 2002 -------------------------------------------------------------------------------- 73 CIBC ANNUAL REPORT 2002
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CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Consolidated Financial Statements -------------------------------------------------------------------------------- [Enlarge/Download Table] CONSOLIDATED BALANCE SHEETS $ millions, as at October 31 2002 2001(1) --------------------------------------------------------------------------------------------------- ASSETS Cash resources Cash and non-interest-bearing deposits with banks $ 1,300 $ 1,528 Interest-bearing deposits with banks 8,212 9,822 --------------------------------------------------------------------------------------------------- 9,512 11,350 --------------------------------------------------------------------------------------------------- Securities (Note 3) Securities held for investment 20,583 22,849 Securities held for trading 44,628 51,798 Loan substitute securities 81 147 --------------------------------------------------------------------------------------------------- 65,292 74,794 --------------------------------------------------------------------------------------------------- Loans (Note 4) Residential mortgages 66,612 58,751 Personal and credit card loans 30,784 28,411 Business and government loans 41,961 46,693 Securities borrowed or purchased under resale agreements 16,020 24,079 Allowance for credit losses (2,288) (2,294) --------------------------------------------------------------------------------------------------- 153,089 155,640 --------------------------------------------------------------------------------------------------- Other Derivative instruments market valuation (Note 22) 24,717 25,723 Customers' liability under acceptances 6,848 8,100 Land, buildings and equipment (Note 6) 2,247 1,769 Goodwill (Note 7) 1,078 400 Other intangible assets (Note 7) 297 228 Other assets (Note 8) 10,213 9,470 --------------------------------------------------------------------------------------------------- 45,400 45,690 --------------------------------------------------------------------------------------------------- $ 273,293 $ 287,474 =================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits (Note 9) Individuals $ 67,975 $ 66,826 Businesses and governments 117,986 114,270 Banks 10,669 13,256 --------------------------------------------------------------------------------------------------- 196,630 194,352 --------------------------------------------------------------------------------------------------- Other Derivative instruments market valuation (Note 22) 24,794 26,395 Acceptances 6,878 8,100 Obligations related to securities sold short 8,436 11,213 Obligations related to securities lent or sold under repurchase agreements 9,615 21,403 Other liabilities (Note 10) 10,980 10,112 --------------------------------------------------------------------------------------------------- 60,703 77,223 --------------------------------------------------------------------------------------------------- Subordinated indebtedness (Note 11) 3,627 3,999 --------------------------------------------------------------------------------------------------- Shareholders' equity Preferred shares (Note 13) 3,088 2,299 Common shares (Note 13) 2,842 2,827 Contributed surplus 26 -- Retained earnings 6,377 6,774 --------------------------------------------------------------------------------------------------- 12,333 11,900 --------------------------------------------------------------------------------------------------- $ 273,293 $ 287,474 =================================================================================================== (1) Certain comparative figures have been reclassified to conform with the presentation used in 2002. The accompanying notes are an integral part of the consolidated financial statements. J.S. HUNKIN I.E.H. DUVAR Chairman and Chief Executive Officer Director -------------------------------------------------------------------------------- 74 CIBC ANNUAL REPORT 2002
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CONSOLIDATED FINANCIAL STATEMENTS [Enlarge/Download Table] ------------------------------------------------------------------------------------------ CONSOLIDATED STATEMENTS OF INCOME $ millions, for the years ended October 31 2002 2001 2000 ------------------------------------------------------------------------------------------ Interest income Loans $ 8,552 $ 10,818 $ 11,467 Securities 2,750 3,530 3,297 Deposits with banks 222 426 563 ------------------------------------------------------------------------------------------ 11,524 14,774 15,327 ------------------------------------------------------------------------------------------ Interest expense Deposits and other liabilities 5,794 9,925 10,728 Subordinated indebtedness 220 300 317 ------------------------------------------------------------------------------------------ 6,014 10,225 11,045 ------------------------------------------------------------------------------------------ Net interest income (Note 3) 5,510 4,549 4,282 Provision for credit losses (Note 4) 1,500 1,100 1,220 ------------------------------------------------------------------------------------------ 4,010 3,449 3,062 ------------------------------------------------------------------------------------------ Non-interest income Fees for services Underwriting 698 614 886 Deposit 605 521 503 Credit 410 493 508 Card 331 363 368 Investment management and custodial 486 322 379 Mutual funds 561 351 358 Insurance 148 100 124 ------------------------------------------------------------------------------------------ 3,239 2,764 3,126 Commissions on securities transactions 1,203 1,089 1,480 Trading activities (Note 3) 273 1,343 1,140 Investment securities (losses) gains, net (168) 575 970 Income from securitized assets 177 223 237 Other 807 619 844 ------------------------------------------------------------------------------------------ 5,531 6,613 7,797 ------------------------------------------------------------------------------------------ 9,541 10,062 10,859 ------------------------------------------------------------------------------------------ Non-interest expenses Employee compensation and benefits 4,882 4,732 4,937 Occupancy costs 715 631 634 Computer and office equipment 985 834 758 Communications 441 412 371 Advertising and business development 295 286 273 Professional fees 297 327 240 Business and capital taxes 114 109 108 Restructuring charge (Note 16) 514 207 (31) Events of September 11, 2001 (Note 17) 32 7 -- Other 854 681 806 ------------------------------------------------------------------------------------------ 9,129 8,226 8,096 ------------------------------------------------------------------------------------------ Income before income taxes and non-controlling interests 412 1,836 2,763 Income taxes (Note 18) (279) 92 641 ------------------------------------------------------------------------------------------ 691 1,744 2,122 Non-controlling interests in net income of subsidiaries 38 58 62 ------------------------------------------------------------------------------------------ Net income $ 653 $ 1,686 $ 2,060 ========================================================================================== Earnings per share(1) (in dollars) (Note 19) - Basic $ 1.37 $ 4.19 $ 4.95 - Diluted $ 1.35 $ 4.13 $ 4.90 Dividends per common share (in dollars) (Note 13) $ 1.60 $ 1.44 $ 1.29 ========================================================================================== (1) On November 1, 2001, CIBC retroactively adopted the requirements of the Canadian Institute of Chartered Accountants handbook section 3500, "Earnings Per Share." Comparative figures have been restated. The accompanying notes are an integral part of the consolidated financial statements. -------------------------------------------------------------------------------- 75 CIBC ANNUAL REPORT 2002
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CONSOLIDATED FINANCIAL STATEMENTS [Enlarge/Download Table] ----------------------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY $ millions, as at or for the years ended October 31 2002 2001 2000 ----------------------------------------------------------------------------------------------- Preferred shares (Note 13) Balance at beginning of year $ 2,299 $ 1,876 $ 1,933 Issue of preferred shares 800 400 345 Redemption of preferred shares -- -- (425) Translation adjustment on foreign currency preferred shares (11) 23 23 ----------------------------------------------------------------------------------------------- Balance at end of year $ 3,088 $ 2,299 $ 1,876 =============================================================================================== Common shares (Note 13) Balance at beginning of year $ 2,827 $ 2,868 $ 3,035 Issue of common shares 59 90 34 Purchase of common shares for cancellation (44) (131) (201) ----------------------------------------------------------------------------------------------- Balance at end of year $ 2,842 $ 2,827 $ 2,868 =============================================================================================== Contributed surplus Balance at beginning of year $ -- $ -- $ -- Stock option expense (Note 14) 26 -- -- ----------------------------------------------------------------------------------------------- Balance at end of year $ 26 $ -- $ -- =============================================================================================== Retained earnings Balance at beginning of year, as previously reported $ 6,774 $ 6,625 $ 6,090 Adjustment for change in accounting policies (Notes 14 & 15) (42) (140) -- ----------------------------------------------------------------------------------------------- Balance at beginning of year, as restated 6,732 6,485 6,090 Net income 653 1,686 2,060 Dividends (Note 13) (738) (657) (629) Premium on redemption of preferred shares -- -- (17) Premium on purchase of common shares (269) (736) (873) Foreign currency translation adjustment, net of income taxes(1) 2 38 8 Other (3) (42) (14) ----------------------------------------------------------------------------------------------- Balance at end of year $ 6,377 $ 6,774 $ 6,625 =============================================================================================== (1) The cumulative balance in the foreign currency translation account is $42 million (2001: $40 million; 2000: $2 million). The accompanying notes are an integral part of the consolidated financial statements. -------------------------------------------------------------------------------- 76 CIBC ANNUAL REPORT 2002
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CONSOLIDATED FINANCIAL STATEMENTS [Enlarge/Download Table] --------------------------------------------------------------------------------------------------------- CONSOLIDATED STATEMENTS OF CASH FLOWS $ millions, as at or for the years ended October 31 2002 2001(1) 2000 --------------------------------------------------------------------------------------------------------- Cash flows provided by (used in) operating activities Net income $ 653 $ 1,686 $ 2,060 Adjustments to determine net cash flows: Provision for credit losses 1,500 1,100 1,220 Amortization of buildings, furniture, equipment and leasehold improvements 333 310 313 Amortization of goodwill -- 24 23 Amortization of intangible assets 32 25 24 Restructuring charge, net of cash payments 375 121 (31) Future income taxes (1,141) (540) (267) Investment securities losses (gains), net 168 (575) (970) Accrued interest receivable 82 63 (332) Accrued interest payable (627) (539) 250 Net change in securities held for trading 7,170 1,419 (7,163) Gains on disposal of subsidiaries (190) (22) (125) Gains on disposal of land, buildings and equipment (8) (12) (199) Current income taxes 758 (723) 102 Insurance proceeds received 90 9 -- Other, net (294) (1,044) (1,163) --------------------------------------------------------------------------------------------------------- 8,901 1,302 (6,258) --------------------------------------------------------------------------------------------------------- Cash flows provided by (used in) financing activities Deposits, net of withdrawals 2,278 14,475 19,591 Obligations related to securities sold short (2,777) (2,779) (1,571) Net obligations related to securities lent or sold under repurchase agreements (11,788) 7,204 559 Redemption of subordinated indebtedness (342) (232) (175) Issue of preferred shares 800 400 345 Redemption of preferred shares -- -- (442) Issue of common shares 59 90 34 Purchase of common shares for cancellation (313) (867) (1,074) Dividends (738) (657) (629) Other, net (800) (131) 81 --------------------------------------------------------------------------------------------------------- (13,621) 17,503 16,719 --------------------------------------------------------------------------------------------------------- Cash flows provided by (used in) investing activities Interest-bearing deposits with banks 1,610 (526) 1,329 Loans, net of repayments (8,930) (9,062) (10,381) Proceeds from securitizations 1,952 1,306 1,162 Purchase of securities held for investment (33,284) (23,687) (15,141) Proceeds on sale of securities held for investment 35,651 17,527 12,714 Net securities borrowed or purchased under resale agreements 8,059 (3,618) (1,303) Net cash paid for acquisitions (626) (308) -- Proceeds from disposal of subsidiaries -- 54 486 Purchase of land, buildings and equipment (235) (588) (378) Proceeds from disposal of land, buildings and equipment 7 29 862 --------------------------------------------------------------------------------------------------------- 4,204 (18,873) (10,650) --------------------------------------------------------------------------------------------------------- Effect of exchange rate changes on cash and cash equivalents (13) 31 13 --------------------------------------------------------------------------------------------------------- Net decrease in cash and cash equivalents during year (529) (37) (176) Cash and cash equivalents at beginning of year 1,487 1,524 1,700 --------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of year $ 958 $ 1,487 $ 1,524 ========================================================================================================= Represented by: Cash and non-interest-bearing deposits with banks $ 1,300 $ 1,528 $ 1,383 Cheques and other items in transit, net (Note 10) (342) (41) 141 --------------------------------------------------------------------------------------------------------- Cash and cash equivalents at end of year $ 958 $ 1,487 $ 1,524 ========================================================================================================= Cash interest paid $ 6,641 $ 10,764 $ 10,795 Cash income taxes paid $ 249 $ 1,007 $ 554 ========================================================================================================= (1) Certain comparative figures have been reclassified to conform with the presentation used in 2002. The accompanying notes are an integral part of the consolidated financial statements. -------------------------------------------------------------------------------- 77 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Notes to the Consolidated Financial Statements -------------------------------------------------------------------------------- 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The consolidated financial statements of Canadian Imperial Bank of Commerce (CIBC) and its subsidiaries have been prepared in accordance with Canadian generally accepted accounting principles (GAAP), including the accounting requirements of the Superintendent of Financial Institutions, Canada (OSFI). A reconciliation of the impact on assets, liabilities, shareholders' equity and net income arising from differences between Canadian and U.S. GAAP is provided in Note 28. Disclosures reflected in these consolidated financial statements substantially comply with those required under U.S. GAAP. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The following paragraphs describe CIBC's significant accounting policies: Basis of consolidation The consolidated financial statements include the accounts of all subsidiaries on a consolidated basis. Inter-company balances and transactions have been eliminated. Investments in companies over which CIBC has significant influence are accounted for by the equity method, other than those held in the merchant banking portfolio, and are included in securities held for investment on the consolidated balance sheets. CIBC's share of earnings from these investments is included in interest income. Investments in which CIBC exercises joint control are accounted for using the proportionate consolidation method whereby CIBC's share of the assets, liabilities, revenue and expenses of these joint ventures are included in the consolidated financial statements. Goodwill and other intangible assets Effective November 1, 2001, CIBC adopted the requirements of the Canadian Institute of Chartered Accountants (CICA) handbook section 3062, "Goodwill and Other Intangible Assets." Under this section, goodwill, representing the excess of the purchase price over the fair value of the net assets acquired in business combinations, and other intangible assets with an indefinite life are no longer amortized after October 31, 2001, but are reviewed at least annually for impairment and written down for any impairment losses. Intangible assets with a finite life are amortized over their estimated useful lives, generally not exceeding 20 years, on a straight-line basis. In 2001, CIBC adopted the requirements of the CICA handbook section 1581, "Business Combinations." Under this section, if certain criteria are met upon the initial adoption of section 3062, reclassifications between goodwill and other intangible assets are required for any business combinations completed before July 1, 2001. The implementation of section 3062 did not have a significant impact on CIBC and no reclassifications were required. Foreign currency translation Assets and liabilities arising from foreign currency transactions are translated into Canadian dollars at month-end exchange rates at the dates of the consolidated financial statements, while the associated revenue and expenses are translated using average monthly exchange rates. Realized and unrealized gains and losses arising on the translation are included in the current year consolidated statements of income. Assets and liabilities of CIBC's foreign operations are translated into Canadian dollars using month-end exchange rates at balance sheet dates, while the associated revenue and expenses are translated at the average monthly exchange rates in effect. Exchange gains and losses arising from the translation of net investment positions and from the results of hedging these positions net of applicable taxes are reported in retained earnings. Securities Securities held for investment comprise debt and equity securities, including investments held in the merchant banking portfolio, originally purchased with the intention of holding to maturity or a pre-determined period of time, which may be sold in response to changes in investment objectives arising from changing market conditions. Equity securities are stated at cost and debt securities at amortized cost, determined on the average cost basis. Realized gains and losses on disposal and write-downs to reflect other than temporary impairments in value are included in investment securities gains in the consolidated statements of income. Realized and unrealized gains on securities used in hedging activities are included in earnings in the same period as the earnings from the items hedged. Securities held for trading are purchased for resale within a short period of time and are stated at fair value. Fair value is determined based on market value, or where market prices are not readily available by using quoted market prices for similar securities or other third-party evidence as available. Gains and losses realized on disposal and unrealized gains and losses from market fluctuations are included in trading activities in the consolidated statements of income. Loan substitute securities are accounted for in the same manner as loans. They represent after-tax financing arrangements, which provide issuers with tax-effective borrowings. Obligations related to securities sold short are recorded as liabilities and are carried at fair value. Realized and unrealized gains and losses on securities sold short that are used in hedging activities are included in earnings in the same period as the earnings from the items hedged. Realized and unrealized gains and losses on securities sold short that are used in trading are included in trading activities in the consolidated statements of income. Dividend and interest income on all securities, including the amortization of premiums and discounts on debt securities held for investment, are included in interest income in the consolidated statements of income. Loans Loans are stated net of unearned income and allowance for credit losses. -------------------------------------------------------------------------------- 78 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Impaired loans A loan is classified as impaired when, in the opinion of management, there no longer is reasonable assurance of the timely collection of the full amount of principal and interest. Generally, loans on which repayment of principal or payment of interest is contractually 90 days in arrears are automatically considered impaired unless they are fully secured and in the process of collection. Notwithstanding management's assessment of collectibility, such loans are considered impaired if payments are 180 days in arrears. Exceptions are as follows: Credit card loans are not classified as impaired but are instead fully written off when payments are contractually 180 days in arrears. Loans guaranteed or insured by the Canadian government, the provinces or a Canadian government agency are classified as impaired only when payments are contractually 365 days in arrears. When a loan is classified as impaired, accrual of interest ceases. All uncollected interest is recorded as part of the loan's carrying value for the purpose of determining the loan's estimated realizable value and establishing allowances for credit losses. No portion of cash received on any impaired loan is recorded as income until such time as any prior write-off has been recovered or any specific allowance has been reversed and it is determined that the loan principal is fully collectible in accordance with the original contractual terms of the loan. Loan fees and origination costs Fees relating to loan origination, including commitment, restructuring and renegotiation fees, are considered an integral part of the yield earned on the loan and are deferred as unearned income and amortized to interest income over the term of the loan. Incremental direct costs for originating or acquiring a loan are netted against origination fees and deferred as unearned income. Fees received for commitments which are not expected to result in a loan are included in non-interest income over the commitment period. Loan syndication fees are included in non-interest income on completion of the syndication arrangement, provided that the yield on the portion of the loan retained by CIBC is at least equal to the average yield earned by the other lenders involved in the financing; otherwise, an appropriate portion of the fee is deferred as unearned income and amortized to interest income to produce an equal average yield over the term of the loan. Securitizations CIBC periodically sells groups of loans or receivables to special purpose entities (SPEs) that issue securities to investors - a process referred to as securitization. In 2001, CIBC adopted the CICA Accounting Guideline (AcG) 12, "Transfers of Receivables," for securitizations occurring on or after April 1, 2001. This guideline redefined the criteria that must be met in order for a securitization to be recognized as a sale. The impact of this change in accounting policy was not significant to CIBC. Under AcG 12, securitizations are accounted for as sales when CIBC surrenders control of the transferred assets and receives consideration other than beneficial interests in the transferred assets. When such sales occur, CIBC may retain interest-only strips, one or more subordinated tranches, and in some cases, a cash reserve account, all of which are considered retained interests in the securitized assets. Securitizations taking place, or committed to, before April 1, 2001, were accounted for as sales if, among other criteria, the transactions transferred the significant risks and rewards of ownership from CIBC to the SPEs. Gains or losses on transfers accounted for as sales under AcG 12 depend, in part, upon the allocation of previous carrying amounts to assets sold and retained interests. These carrying amounts are allocated in proportion to the relative fair value of the assets sold and retained interests. Quoted market prices, if available, are used to obtain fair values. However, as market prices are generally not available for retained interests, CIBC estimates fair value based on the present value of expected future cash flows. This may require management to estimate credit losses, the rate of prepayments, forward yield curves, discount rates and other factors that influence the value of retained interests. The gains or losses on securitizations are calculated as the excess or shortfall of consideration over the pro-rata share of the original carrying amounts attributed to the assets sold. Gains and losses on these transactions are included in other non-interest income in the consolidated statements of income. Retained interests in securitized assets are classified as securities held for investment on the consolidated balance sheets and stated at their pro-rata share of the original carrying amounts. Retained interests are reviewed each reporting period for impairment. Securitization affects the components of income reported in the consolidated statements of income. Non-interest income from securitized assets comprises income from retained interests, losses under recourse arrangements and servicing income. Allowance for credit losses Management establishes and maintains an allowance for credit losses that it considers the best estimate of probable credit-related losses existing in CIBC's portfolio of on- and off-balance sheet financial instruments, giving due regard to current conditions and credit derivatives. Impaired loans are carried at their estimated realizable values determined by discounting the expected future cash flows at the interest rate inherent in the loan. When the amount and timing of future cash flows cannot be estimated reliably, the loan is carried at either the fair value of the security underlying the loan or the market price of the loan. Any changes in the estimated realizable amounts over time are reported as a charge or credit to the allowance for credit losses. The allowance for credit losses consists of specific and general components. Management conducts ongoing credit assessments of the business and government loan portfolio on an account-by-account basis and establishes specific allowances when impaired loans are identified. Residential mortgage and personal and credit card loan portfolios consist of large numbers of homogeneous balances of relatively small amounts, for which specific allowances are established by reference to historical ratios of write-offs to balances outstanding. The general allowance is provided for losses which management estimates are in the portfolio at the balance sheet date, and which relate to loans not yet specifically identified as impaired and not yet captured in the determination of specific allowances. The credit portfolios to which the general allowance applies include business loans and acceptances, off-balance sheet credit instruments, such as credit commitments and letters of credit, and consumer loans. The general allowance does not apply to loans or credit facilities that are impaired, as appropriate specific provisions are taken to provide for these. The general allowance is established based on expected loss rates associated with different credit portfolios at different risk levels, and the estimated time period for losses that are present but yet to be specifically -------------------------------------------------------------------------------- 79 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- identified, adjusting for management's view of the current and ongoing economic and portfolio trends. Expected loss rates for business loan portfolios are based on the risk rating of each credit facility and on probability of default factors associated with each risk rating, as well as estimates of loss given default. The probability of default factors reflects CIBC's historical experience over an economic cycle, and is supplemented by data derived from defaults in the public debt markets. Loss given default estimates are based on CIBC's experience over past years. For consumer loan portfolios, expected losses are based on CIBC's historical flow and loss rates. The level of the general allowance is determined by a number of factors, including the portfolios' size, the relative risk profiles of the portfolios, the economic trends, and evidence of credit quality improvements or deterioration. The general allowance requirement is assessed using these criteria. On a regular basis, the parameters that drive the general allowance calculation are updated, based on CIBC's market experience. Securities borrowed or purchased under resale agreements and obligations related to securities lent or sold under repurchase agreements Securities purchased under resale agreements are stated at cost plus accrued interest and are secured loans insofar as they represent a purchase of securities by CIBC effected with a simultaneous agreement to sell them back at a future date, which is generally near term. Interest income is included in loan interest income in the consolidated statements of income. Obligations related to securities sold under repurchase agreements are stated at cost plus accrued interest and represent the borrowing equivalent of securities purchased under resale agreements. Interest is reflected in deposits and other liabilities interest expense in the consolidated statements of income. Securities borrowed and securities lent are recorded at the amount of cash advanced or received. Securities borrowed consist primarily of government and equity securities. CIBC monitors the market value of the securities borrowed and lent on a daily basis and calls for additional collateral when appropriate. Fees earned or incurred are recorded as interest income or interest expense in the consolidated statements of income. Derivative instruments Derivative instruments are contracts that require or provide the opportunity to exchange cash flows or payments determined by applying certain rates, indices or changes therein to notional contract amounts. CIBC utilizes derivatives in two broadly defined activities: trading and asset-liability management. Derivatives held for trading purposes CIBC's derivative trading activities are primarily driven by client trading activities. Clients transact with CIBC as part of their own risk management, investing and trading activities. To facilitate these activities, CIBC acts as a derivatives dealer or market maker, and is prepared to transact with clients by quoting bid and offer prices, with the objective of providing a spread to CIBC. CIBC also takes limited proprietary trading positions in the interest rate, foreign exchange, debt, equity and commodity markets, with the objective of earning income. All financial and commodity derivative instruments entered into for trading purposes, including derivatives used to hedge risks created by assets and liabilities which are marked to market, are stated at fair values. Quoted market prices, when available, are used to determine the fair values of derivatives held for trading. Otherwise, fair values are estimated using pricing models that are based on current market quotations wherever possible. Where appropriate, the estimates include a valuation adjustment to cover market, model and credit risks, as well as administrative costs. Realized and unrealized trading gains and losses are included in trading activities in the consolidated statements of income. Derivatives with a positive fair value are reported as assets, while derivatives with a negative fair value are reported as liabilities on the consolidated balance sheets, in both cases as derivative instruments market valuation. Assets and liabilities with the same counterparty are netted only where CIBC has the legal right, as well as the intent, to settle the derivative assets and liabilities on a net basis. Derivatives held for asset-liability management purposes CIBC uses derivative financial instruments, primarily interest rate swaps and, to a lesser degree, futures, forward rate agreements and options contracts, to manage financial risks, such as movements in interest rates and foreign exchange rates. These instruments are used for hedging activities or to modify interest rate characteristics of specific non-trading on-balance sheet assets and liabilities, or groups of non-trading on-balance sheet assets and liabilities, and as hedges of firm commitments or anticipated transactions. When derivative instruments, primarily interest rate swaps, modify the interest rate characteristics of specific financial assets or liabilities or groups of financial assets and liabilities, these derivative instruments are accounted for using the accrual method. Under this method, interest income or expense on these derivative instruments is accrued for and included in interest income or expense in the consolidated statements of income and reported in other assets or other liabilities on the consolidated balance sheets. This accounting treatment results in interest income or expense on non-trading on-balance sheet assets and liabilities being reflected in the consolidated statements of income at their modified rates rather than their original contractual interest rates. Derivative instruments may also be designated as specific hedges of financial risk exposures of on-balance sheet assets or liabilities, firm commitments and anticipated transactions, or of foreign currency exposures arising from net investments in foreign operations. Designation as a hedge is only allowed if, both at the inception of the hedge and throughout the hedge period, the changes in the fair value or cash flows of the derivative instrument are expected to substantially offset the changes in the fair values or cash flows of the hedged items. Gains and losses on derivative instruments used to hedge interest rate risk exposures of on-balance sheet assets and liabilities, except for hedges of foreign currency denominated assets and liabilities, are recognized as interest income or expense at the same time as interest income or expense related to the hedged on-balance sheet assets and liabilities. Certain liabilities, whose values are determined based on an underlying index or asset, are accounted for on a modified accrual basis. Under this method, the carrying value of the liabilities is adjusted to reflect changes in the value of the underlying index or asset, subject to a minimum guaranteed redemption value, if any. These adjustments are recorded as interest expense in the consolidated statements of income. Derivatives that are used to hedge these liabilities are accounted for on an -------------------------------------------------------------------------------- 80 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- offsetting basis, with adjustments recorded as interest expense in the consolidated statements of income. Foreign currency derivative instruments that hedge foreign currency risk exposures from foreign currency denominated assets and liabilities are revalued each month, using the spot foreign exchange rate, and are included in other assets or other liabilities on the consolidated balance sheets. Resulting gains and losses are recognized as non-interest income in the consolidated statements of income. The hedged items are also revalued using the spot foreign exchange rate, with the resulting gains or losses recognized as non-interest income. Any premium or discount resulting from differences between the contracted forward and spot foreign exchange rates due to interest rate differentials at the date of inception on the foreign currency derivative hedge is accrued in interest income or expense in the consolidated statements of income. Derivative instruments, primarily credit default swaps, are also used to mitigate credit exposure in the non-trading portfolios. The existence of these derivative instruments is considered in determining the provision for credit losses. Amounts recoverable from credit default swaps are recorded as an increase in the allowance for credit losses. Premiums paid are deferred and amortized to interest income over the term of the instruments. Realized and unrealized gains and losses on derivative instruments used to hedge firm commitments or anticipated transactions are deferred and amortized over the period that the committed or anticipated transactions occur and are recognized in income. Anticipated transactions can be hedged only when significant characteristics and expected terms of the anticipated transactions are identified, and it is probable that the anticipated transactions will occur. There is no recognition in the consolidated statements of income of unrealized gains or losses on derivatives hedging anticipated transactions until the anticipated transactions occur. Premiums paid for options used for hedging purposes are amortized over the life of the contract. A hedging relationship is terminated if the hedge ceases to be effective; if the underlying asset, liability or future transaction being hedged is liquidated or terminated and the derivative instrument is still outstanding; or if the derivative instrument is no longer designated as a hedging instrument. If the relationship of hedging or modification of interest rate characteristics is terminated, the difference between the fair value of the derivative and its accrued value upon termination is deferred in other assets or other liabilities and amortized into income or expense over the remaining term to maturity of the derivative hedge or the remaining term of the hedged asset or liability, as appropriate. Offsetting of financial assets and financial liabilities Financial assets and financial liabilities are presented on a net basis on the balance sheet when this reflects CIBC's expected future cash flows from settling two or more separate financial instruments. A financial asset and a financial liability are offset when CIBC has a legally enforceable right to set off the recognized amounts and intends to settle on a net basis, or to realize the asset and settle the liability simultaneously. Acceptances and customers' liability under acceptances Acceptances constitute a liability of CIBC on negotiable instruments issued third parties by customers of CIBC. CIBC earns a fee for guaranteeing and then making the payment to the third parties. The amounts owed to CIBC its customers in respect of these guaranteed amounts are reflected in assets as customers' liability under acceptances on the consolidated balance sheets. Land, buildings and equipment Land is reported at cost. Buildings, furniture, equipment and leasehold improvements are reported at cost less accumulated amortization. Amortization is recorded on a straight-line basis as follows: Buildings 40 years Computer equipment 2 to 7 years Office furniture and other equipment 4 to 15 years Leasehold improvements Over estimated useful life Gains and losses on disposal are reported in non-interest income in the consolidated statements of income. Future income taxes CIBC uses the asset and liability method to provide for income taxes on all transactions recorded in the consolidated financial statements. The asset and liability method requires that income taxes reflect the expected future tax consequences of temporary differences between the carrying amounts of assets or liabilities and their tax bases. Future income tax assets and liabilities are determined for each temporary difference and unused losses, as applicable, at rates expected to be in effect when the asset is realized or the liability is settled. A valuation allowance is established to reduce future income tax assets to the amount that is more likely than not to be realized. Post-employment and post-retirement plans In 2001, CIBC adopted the requirements of the CICA handbook section 3461, "Employee Future Benefits." Under section 3461, employee future benefits are defined as pension and other benefits provided after retirement; post-employment benefits provided to former active employees; compensated absences, such as parental leave and sabbaticals; and termination benefits. This section outlines new measurement and disclosure requirements for employee future benefits. CIBC is the sponsor of pension plans under which all eligible employees are entitled to benefits based on length of service and salary levels. CIBC also provides certain health care, life insurance and other benefits to eligible pensioners and inactive employees. CIBC has a long-term disability plan to provide benefits to disabled employees. Based on management's best estimate assumptions, actuarial valuations of the obligations for pensions, post-retirement and post-employment benefits are made periodically for accounting purposes by an independent actuary. The annual expense includes the estimated present value of the cost of future benefits payable in respect of services rendered in the current period; interest on projected obligations net of earnings on plan assets; and the amortization of experience gains and losses. Amortization is charged on a straight-line basis over the expected average remaining service life of the employee groups covered by the plan. -------------------------------------------------------------------------------- 81 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Stock-based compensation CIBC provides compensation to directors and certain employees in the form of stock options and deferred share-based awards. In 2002, CIBC early adopted, effective November 1, 2001, the requirements of the CICA handbook section 3870, "Stock-Based Compensation and Other Stock-Based Payments." As encouraged by section 3870, CIBC adopted the fair value-based method to account for stock-based transactions with employees and non-officer members of CIBC's Board of Directors. The value is recognized over the applicable vesting period as an increase to compensation expense and contributed surplus. When the options are exercised, the proceeds received by CIBC, together with the amount in contributed surplus, will be credited to common share capital. For options granted prior to November 1, 2001, CIBC continues to follow the accounting policy under which no expense is recognized for these stock options. When these options are exercised, the proceeds received by CIBC are recorded as common share capital. Up to 50% of options relating to the Employee Stock Option Plan granted prior to 2000 can be exercised as stock appreciation rights (SARs). Under section 3870, CIBC's obligations, which arise from changes in the market price of CIBC's common shares, are recorded over the applicable vesting period in compensation expense with a corresponding accrual in other liabilities. If SARs are exercised as purchases of shares, the exercise price together with the relevant amount in other liabilities, representing the value of shares at the market price, is credited to common share capital. The impact of this change in accounting policy is detailed in Note 14. Compensation expense in respect of awards under the Restricted Share Program is recognized in an amount equal to the sum to be transferred to the trust in respect of the current year allocations. Amounts paid under the directors' plans are charged to compensation expense. Obligations relating to deferred share units under the directors' plans change with CIBC's common share price and the change is recognized as a compensation (expense) credit in the period in which the change occurs. CIBC's contribution under its Employee Share Purchase Plan is expensed as incurred. Earnings per share In 2002, CIBC retroactively adopted, effective November 1, 2001, the requirements of the CICA handbook section 3500, "Earnings Per Share." Under this section, basic earnings per share (EPS) is determined as net income minus dividends and premiums on preferred shares, divided by the weighted-average number of common shares outstanding for the period. Diluted EPS is determined as net income minus dividends and premiums on preferred shares, divided by the weighted-average number of diluted common shares outstanding for the period. Diluted common shares reflect the potential dilutive effect of exercising the stock options outstanding and other dilutive conversions based on the treasury stock method, whereby incremental shares are calculated as if stock options were exercised at the beginning of the period and funds received were used to purchase CIBC`s own stock. Assets under administration Assets under administration comprise assets under management, assets securitized and still administered by CIBC, and assets administered by CIBC in the capacity of custodian. Mutual fund assets managed by CIBC on behalf of its clients are considered assets under management. Assets under administration are not the property of CIBC and are not included on the consolidated balance sheets. Investment management and custodial, and mutual fund fees are included in non-interest income as fees for services. Investment management and custodial fees are primarily investment, estate and trust management fees and are recorded on an accrual basis. Accordingly, prepaid fees are deferred and amortized over the contract term. Mutual fund fees are recorded on an accrual basis. Cash and cash equivalents Cash and cash equivalents in the consolidated statements of cash flows comprise cash, deposits with the Bank of Canada, current operating accounts, overnight deposits with banks and, on a net basis, uncleared cheques and other items in transit. 2001 and 2000 financial information Certain 2001 and 2000 financial information has been reclassified, where necessary, to conform with the presentation adopted in 2002. Future accounting policy changes A description of future Canadian accounting policy changes is provided in Note 29. A description of future U.S. accounting policy changes is provided in Note 28. -------------------------------------------------------------------------------- 2. SIGNIFICANT ACQUISITIONS AND DISPOSITIONS Acquisitions In March 2002, CIBC acquired control of Juniper Financial Corp. (Juniper), a U.S. credit card company. In July 2002, CIBC invested an additional $79 million in Juniper to acquire Class D Preferred Shares. As at October 31, 2002, CIBC owned 90% of the voting equity in Juniper. In December 2001 and January 2002, CIBC acquired Merrill Lynch Canada Inc.'s Private Client & Securities Services businesses and Merrill Lynch Investment Managers Canada Inc. (MLIM), Merrill Lynch's asset management business in Canada, respectively, for cash. MLIM was subsequently renamed CM Investment Management Inc. CIBC is in the process of integrating the acquired businesses' operations with its existing operations. As part of the integration plan, CIBC is carrying out staff reductions, branch closures and exiting of certain activities of the acquired businesses. These costs were accrued as liabilities in the purchase equation. CIBC expects the integration to be substantially completed by the end of the first quarter of 2003. -------------------------------------------------------------------------------- 82 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- In October 2001, CIBC acquired control of TAL Global Asset Management Inc. (TAL) through the acquisition of the remaining 34% of its outstanding common shares. TAL is a Canadian investment management firm in which CIBC previously held a 66% equity interest that was accounted for by the equity method. During 2002, CIBC completed the review and determination of the fair value of the assets acquired and liabilities assumed from the acquisition of the remaining shares in TAL. As a result, the allocation of the purchase price has been adjusted and goodwill increased by $14 million. CIBC also completed assessing useful lives of the identified intangible assets acquired, of which $41 million were determined to have an indefinite life. The remaining identified intangible assets are amortized over periods ranging from five to 10 years. The results of operations of these businesses have been included in CIBC's consolidated financial statements since the effective date of control. Details of these transactions are as follows: [Enlarge/Download Table] 2002 2001 ------------------------------------------------------------------------------------------------------------------------------- Merrill Lynch Canada Inc.'s Merrill Lynch Private Client & Investment TAL Juniper Financial Securities Services Managers Global Asset $ millions Corp. Businesses Canada Inc. Management Inc. ------------------------------------------------------------------------------------------------------------------------------- Effective date of control March 29, 2002 December 28, 2001 January 31, 2002 October 10, 2001 Percentage of voting shares acquired 90% Asset purchase 100% 34% Goodwill $108 $558 $5 $279 Business line assigned to CIBC World Markets CIBC Wealth Management CIBC Wealth Management CIBC Wealth Management Deductible for tax purposes -- $376 -- -- Other intangible assets -- -- $75 $65 Assigned to -- -- Contract-based Contract-based intangibles intangibles Subject to amortization -- -- -- $24 Not subject to amortization (indefinite life) -- -- $75 $41 =============================================================================================================================== Details of the aggregate consideration given and the fair value of net assets acquired are as follows: [Enlarge/Download Table] 2002 2001 ----------------------------------------------------------------------------------------------------------------------------------- Merrill Lynch Canada Inc.'s Merrill Lynch Private Client & Investment TAL Juniper Financial Securities Services Managers Global Asset $ millions Corp. Businesses Canada Inc. Management Inc.(1) ----------------------------------------------------------------------------------------------------------------------------------- Aggregate consideration Acquisition cost (paid in cash) $310 $555 $71 $318 Direct acquisition expenses -- 4 -- 3 ----------------------------------------------------------------------------------------------------------------------------------- $310 $559 $71 $321 ----------------------------------------------------------------------------------------------------------------------------------- Fair value of net assets acquired Cash resources $117 $-- $28 $13 Loans 356 -- -- -- Land, buildings and equipment 27 25 2 2 Goodwill 108 558 5 279 Other intangible assets -- -- 75 65 Future tax asset -- 26 -- -- Other assets 50 5 24 35 ----------------------------------------------------------------------------------------------------------------------------------- Total assets acquired 658 614 134 394 ----------------------------------------------------------------------------------------------------------------------------------- Deposits 334 -- -- -- Future tax liability -- -- 31 22 Integration liabilities -- 45(2) 3(3) -- Other liabilities 14 10 29 51 ----------------------------------------------------------------------------------------------------------------------------------- Total liabilities assumed 348 55 63 73 ----------------------------------------------------------------------------------------------------------------------------------- Net assets acquired $310 $559 $71 $321 =================================================================================================================================== (1) The allocation of the purchase price has been adjusted to reflect the fair value of the assets acquired and liabilities assumed. (2) Includes severance of $19 million, exit costs of $19 million and other costs of $7 million. As at October 31, 2002, $18 million has been paid. (3) Includes severance of $2 million and exit costs of $1 million. As at October 31, 2002, $2 million has been paid. -------------------------------------------------------------------------------- 83 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- The following table reflects on an unaudited pro-forma basis, the combined results of CIBC as if these acquisitions had occurred at the beginning of the respective years presented. [Download Table] -------------------------------------------------------------------------------- UNAUDITED PRO-FORMA COMBINED RESULTS OF OPERATIONS $ millions, for the years ended October 31 2002 2001 -------------------------------------------------------------------------------- Net interest income $ 5,516 $ 4,527 Non-interest income 5,599 7,019 Provision for credit losses 1,508 1,113 Non-interest expenses 9,249 8,720 -------------------------------------------------------------------------------- Income before income taxes and non-controlling interests 358 1,713 Income taxes and non-controlling interests (239) 164 -------------------------------------------------------------------------------- Net income $ 597 $ 1,549 ================================================================================ Diluted EPS $ 1.20 $ 3.76 ================================================================================ Dispositions In October 2002, CIBC and Barclays Bank PLC completed the combination of their Caribbean retail, corporate and international banking operations, which was named FirstCaribbean International Bank Limited(TM) (FCIB). FCIB commenced operations on October 14, 2002. This transaction resulted in CIBC divesting of its 77% ownership in its Caribbean subsidiaries and taking back an equity interest of approximately 44% in FCIB, which is accounted for by the equity method. CIBC recognized a pre-tax dilution gain of $190 million ($190 million after-tax), which was included in other non-interest income in the consolidated statements of income. An additional dilution could result depending on the outcome of certain future events, including the rights issue available to the public shareholders of FCIB, which is scheduled to close in the first quarter of 2003. On September 17, 2002, CIBC signed an agreement with Hewlett-Packard (Canada) Co. (HP) to sell CIBC's 51% interest in INTRIA-HP Corporation, a technology outsourcing company, and other related assets. The transaction closed on November 1, 2002, and any impact from the transaction will be recorded in the 2003 consolidated financial statements and is not expected to be significant. In addition, CIBC entered into a seven-year outsourcing agreement with HP to provide CIBC with comprehensive information technology services valued at approximately $2 billion, beginning on November 1, 2002. In July 2001, CIBC sold two of its offshore banking subsidiaries located in the Channel Islands. As a result, CIBC recognized a pre-tax gain of $22 million ($22 million after-tax), which was included in other non-interest income in the consolidated statements of income. -------------------------------------------------------------------------------- 3. SECURITIES [Enlarge/Download Table] Residual term to contractual maturity -------------------------------------------------------------------------------------------- Within 1 year 1 to 5 years 5 to 10 years Over 10 years --------------------------------------------------------------------------------------------------------------------------- Carrying Carrying Carrying Carrying $ millions, as at October 31 value Yield(1) value Yield(1) value Yield(1) value Yield(1) --------------------------------------------------------------------------------------------------------------------------- Securities held for investment Canadian federal government $ 3,013 3.0% $ 4,323 4.3% $ 648 5.6% $ 332 7.6% Other Canadian governments 85 5.1 243 5.6 -- -- 298 6.5 U.S. Treasury 2 5.2 -- -- -- -- -- -- Other U.S. agencies 370 6.2 290 5.0 870 5.5 3,400 5.8 Other foreign governments 124 5.8 19 4.7 159 6.7 -- -- Corporate debt 1,205 6.7 1,193 6.4 464 7.5 692 6.8 Corporate equity 59 3.1 276 5.9 -- -- -- -- --------------------------------------------------------------------------------------------------------------------------- Total debt securities Carrying value $ 4,799 $ 6,068 $ 2,141 $ 4,722 Fair value $ 4,598 $ 6,193 $ 2,332 $ 5,007 --------------------------------------------------------------------------------------------------------------------------- Total equity securities Carrying value $ 59 $ 276 $ -- $ -- Fair value(2) $ 47 $ 272 $ -- $ -- --------------------------------------------------------------------------------------------------------------------------- Total investment securities Carrying value $ 4,858 $ 6,344 $ 2,141 $ 4,722 Fair value(2) $ 4,645 $ 6,465 $ 2,332 $ 5,007 =========================================================================================================================== Securities held for trading(3) Canadian federal government $ 1,775 $ 8,829 $ 161 $ 190 Other Canadian governments 220 864 383 409 U.S. Treasury and agencies 6,480 151 50 133 Other foreign governments 654 231 33 14 Corporate debt 6,104 1,434 641 867 Corporate equity 96 315 3 -- --------------------------------------------------------------------------------------------------------------------------- Total trading securities $ 15,329 $ 11,824 $ 1,271 $ 1,613 --------------------------------------------------------------------------------------------------------------------------- Loan substitute securities Carrying value $ 30 2.9% $ 51 4.4% $ -- -- $ -- -- Fair value $ 30 $ 51 $ -- $ -- =========================================================================================================================== Total securities Carrying value $ 20,217 $ 18,219 $ 3,412 $ 6,335 Fair value(2) $ 20,004 $ 18,340 $ 3,603 $ 6,620 =========================================================================================================================== Residual term to contractual maturity -------------------------------------------------------------------------------------- No specific maturity 2002 Total 2001 Total 2000 Total -------------------------------------------------------------------------------------------------------------------- Carrying Carrying Carrying Carrying $ millions, as at October 31 value Yield(1) value Yield(1) value Yield(1) value Yield(1) -------------------------------------------------------------------------------------------------------------------- Securities held for investment Canadian federal government $ -- -- $ 8,316 4.1% $ 9,851 5.4% $ 4,629 5.9% Other Canadian governments -- -- 626 6.0 801 6.3 1,311 6.1 U.S. Treasury -- -- 2 5.2 583 5.5 158 6.7 Other U.S. agencies -- -- 4,930 5.7 4,513 6.1 2,949 6.5 Other foreign governments -- -- 302 6.2 854 6.6 1,238 6.2 Corporate debt -- -- 3,554 6.7 3,162 6.5 2,368 7.1 Corporate equity 2,518 -- 2,853 -- 3,085 -- 3,211 -- -------------------------------------------------------------------------------------------------------------------- Total debt securities Carrying value $ -- $ 17,730 $ 19,764 $ 12,653 Fair value $ -- $ 18,130 $ 20,363 $ 12,802 -------------------------------------------------------------------------------------------------------------------- Total equity securities Carrying value $ 2,518 $ 2,853 $ 3,085 $ 3,211 Fair value(2) $ 2,805 $ 3,124 $ 3,199 $ 5,689 -------------------------------------------------------------------------------------------------------------------- Total investment securities Carrying value $ 2,518 $ 20,583 $ 22,849 $ 15,864 Fair value(2) $ 2,805 $ 21,254 $ 23,562 $ 18,491 ==================================================================================================================== Securities held for trading(3) Canadian federal government $ -- $ 10,955 $ 12,293 $ 13,383 Other Canadian governments -- 1,876 1,711 1,926 U.S. Treasury and agencies -- 6,814 6,928 4,523 Other foreign governments -- 932 587 1,359 Corporate debt -- 9,046 8,232 9,334 Corporate equity 14,591 15,005 22,047 22,692 -------------------------------------------------------------------------------------------------------------------- Total trading securities $ 14,591 $ 44,628 $ 51,798 $ 53,217 -------------------------------------------------------------------------------------------------------------------- Loan substitute securities Carrying value $ -- -- $ 81 3.8% $ 147 4.4% $ 161 4.3% Fair value $ -- $ 81 $ 147 $ 161 ==================================================================================================================== Total securities Carrying value $ 17,109 $ 65,292 $ 74,794 $ 69,242 Fair value(2) $ 17,396 $ 65,963 $ 75,507 $ 71,869 ==================================================================================================================== (1) Represents the weighted-average yield, which is determined by applying the weighted average of the book yields of individual fixed income securities and the stated dividend rates of corporate equity securities. (2) The fair value of publicly traded equity securities held for investment does not take into account any adjustments for resale restrictions that expire within one year, adjustments for liquidity or future expenses. (3) As securities held for trading are recorded at fair value, carrying value equals fair value. -------------------------------------------------------------------------------- 84 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- FAIR VALUE OF SECURITIES HELD FOR INVESTMENT [Enlarge/Download Table] 2002 2001 -------------------------------------------------------------------------------------------------------------------------------- Carrying Unrealized Unrealized Fair Carrying Unrealized Unrealized Fair $ millions, as at October 31 value gains losses value value gains losses value -------------------------------------------------------------------------------------------------------------------------------- Securities issued or guaranteed by: Canadian federal government $ 8,316 $ 166 $ -- $ 8,482 $ 9,851 $ 318 $ -- $ 10,169 Other Canadian governments 626 56 -- 682 801 43 -- 844 U.S. Treasury 2 -- -- 2 583 51 -- 634 Other U.S. agencies 4,930 287 (19) 5,198 4,513 100 (10) 4,603 Other foreign governments 302 52 -- 354 854 54 (2) 906 Corporate securities Debt 3,554 103 (245) 3,412 3,162 87 (42) 3,207 Equity(1) 2,853 405 (134) 3,124 3,085 496 (382) 3,199 -------------------------------------------------------------------------------------------------------------------------------- $ 20,583 $ 1,069 $ (398) $ 21,254 $ 22,849 $ 1,149 $ (436) $ 23,562 ================================================================================================================================ (1) In 2001, equity securities held for investment included one security partially hedged by forward sales contracts which were unwound in 2002. The unrealized gain related to securities held for investment as at October 31, 2001 would have increased by $815 million as a result of these hedges. Trading activities Trading revenue is earned through the trading of securities and foreign exchange and derivative products. Net interest income on trading assets is integral to trading activities and is therefore included in total trading revenue. Trading activities include dealing and other securities and derivatives trading activities measured at fair value, with gains and losses recognized in income. Trading activities exclude underwriting fees and commissions on securities transactions, which are shown separately in the consolidated statements of income. -------------------------------------------------------------------------------- TRADING REVENUE $ millions, for the years ended October 31 2002 2001 2000 -------------------------------------------------------------------------------- Net interest income consists of: Non-trading related $ 5,220 $ 4,862 $ 4,632 Trading related 290 (313) (350) -------------------------------------------------------------------------------- Net interest income $ 5,510 $ 4,549 $ 4,282 ================================================================================ Trading revenue consists of: Trading related net interest income $ 290 $ (313) $ (350) Non-interest income - trading activities 273 1,343 1,140 -------------------------------------------------------------------------------- Trading revenue $ 563 $ 1,030 $ 790 ================================================================================ Trading revenue by product line: Interest rates $ 290 $ 505 $ 231 Foreign exchange(1) 152 179 199 Equities 44 279 304 Other(2) 77 67 56 -------------------------------------------------------------------------------- Trading revenue $ 563 $ 1,030 $ 790 ================================================================================ (1) Revenue earned on foreign exchange for other than trading activities is included in other non-interest income. (2) Includes commodities, credit derivatives and secondary loan trading and sales. -------------------------------------------------------------------------------- 4. LOANS [Enlarge/Download Table] 2002 2001 ----------------------------------------------------------------------------------------------------------------------------------- Gross Total Gross Total $ millions, as at October 31 amount allowance Net total amount allowance Net total ----------------------------------------------------------------------------------------------------------------------------------- Residential mortgages $ 66,612 $ 40 $ 66,572 $ 58,751 $ 23 $ 58,728 Personal and credit card loans(1) 30,784 701 30,083 28,411 502 27,909 Business and government loans 41,961 1,547 40,414 46,693 519 46,174 Securities borrowed or purchased under resale agreements 16,020 -- 16,020 24,079 -- 24,079 General allowance(2) -- -- -- -- 1,250 (1,250) ----------------------------------------------------------------------------------------------------------------------------------- $155,377 $2,288 $153,089 $157,934 $2,294 $155,640 =================================================================================================================================== (1) Includes $303 million (2001: $233 million), non-recourse portion of approximately $141 million (2001: $106 million), relating to loans to certain employees of CIBC and its subsidiaries to finance a portion of their participation in funds which make private equity investments on a side by side basis with CIBC and its affiliates. These loans are secured by the borrowers' interest in the fund. Of the total loans outstanding, $61 million (2001: $22 million) relates to individuals who are no longer employed by CIBC and its subsidiaries. (2) Pursuant to an OSFI guideline issued in October 2001, the general allowance has been allocated to related asset categories in 2002. Prior to 2002, the general allowance was not allocated. -------------------------------------------------------------------------------- 85 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- LOAN MATURITIES [Enlarge/Download Table] Residual term to contractual maturity ---------------------------------------------------------------- Within 1 to 5 5 to 10 Over 2002 $ millions, as at October 31 1 year years years 10 years Total --------------------------------------------------------------------------------------------------------------------------- Residential mortgages $ 13,842 $ 48,864 $ 3,562 $ 344 $ 66,612 Personal and credit card loans 23,836 6,925 20 3 30,784 Business and government loans 26,305 12,823 2,442 391 41,961 Securities borrowed or purchased under resale agreements 16,020 -- -- -- 16,020 --------------------------------------------------------------------------------------------------------------------------- $ 80,003 $ 68,612 $ 6,024 $ 738 $155,377 =========================================================================================================================== -------------------------------------------------------------------------------- ALLOWANCE FOR CREDIT LOSSES [Enlarge/Download Table] Specific allowance General allowance(1) Total allowance -------------------------------------------------------------------------------------------- $ millions, as at or for the years ended October 31 2002 2001 2000 2002 2001 2000 2002 2001 2000 ----------------------------------------------------------------------------------------------------------------------------------- Balance at beginning of year $ 1,045 $ 988 $ 752 $ 1,250 $ 1,250 $ 1,000 $ 2,295 $ 2,238 $ 1,752 Provision for credit losses charged to the consolidated statements of income 1,500 1,100 970 -- -- 250 1,500 1,100 1,220 Write-offs (1,705) (1,249) (849) -- -- -- (1,705) (1,249) (849) Recoveries(2) 217 185 121 -- -- -- 217 185 121 Foreign exchange and other adjustments (18) 21 (6) -- -- -- (18) 21 (6) ----------------------------------------------------------------------------------------------------------------------------------- Balance at end of year 1,039 1,045 988 1,250 1,250 1,250 2,289 2,295 2,238 Less: allowance on letters of credit(3) (1) (1) (2) -- -- -- (1) (1) (2) ----------------------------------------------------------------------------------------------------------------------------------- Allowance for credit losses $ 1,038 $ 1,044 $ 986 $ 1,250 $ 1,250 $ 1,250 $ 2,288 $ 2,294 $ 2,236 =================================================================================================================================== (1) Pursuant to an OSFI guideline issued in October 2001, the general allowance has been allocated to related asset categories in 2002. Prior to 2002, the general allowance was not allocated. (2) Includes credit protection purchased from third parties. (3) Allowance on letters of credit is included in other liabilities. -------------------------------------------------------------------------------- IMPAIRED LOANS [Enlarge/Download Table] 2002 2001 ------------------------------------------------------------------------------------------------------------------------------- Gross Specific Gross Specific $ millions, as at October 31 amount allowance Net total amount allowance Net total ------------------------------------------------------------------------------------------------------------------------------- Residential mortgages $ 172 $ 21 $ 151 $ 182 $ 23 $ 159 Personal and credit card loans(1) 239 422 (183) 323 502 (179) Business and government loans 1,834 595 1,239 1,197 519 678 ------------------------------------------------------------------------------------------------------------------------------- Total impaired loans 2,245 1,038 1,207 1,702 1,044 658 Loan substitute securities 30 -- 30 -- -- -- ------------------------------------------------------------------------------------------------------------------------------- Total impaired loans and loan substitute securities $ 2,275 $ 1,038 $ 1,237 $ 1,702 $ 1,044 $ 658 =============================================================================================================================== (1) Specific allowances for large numbers of homogeneous balances of relatively small amounts are established by reference to historical ratios of write-offs to balances outstanding. This may result in negative net impaired loans as individual loans are generally classified as impaired when repayment of principal or payment of interest is contractually 90 days in arrears. As at October 31, 2002, other past due loans totalled $38 million (2001: $68 million) of which $38 million (2001: $67 million) were in Canada and nil (2001: $1 million) were outside Canada. Other past due loans, excluding credit card loans and government guaranteed loans, are loans where repayment of principal or payment of interest is contractually in arrears between 90 and 180 days. These loans have not been classified as impaired loans because they are both fully secured and in the process of collection. If the number of days in arrears reaches 180, the loans become impaired notwithstanding the security held. As at October 31, 2002, the interest entitlements on loans classified as impaired totalled $114 million (2001: $95 million; 2000: $146 million) of which $60 million (2001: $72 million; 2000: $101 million) were in Canada and $54 million (2001: $23 million; 2000: $45 million) were outside Canada. During the year, interest recognized on loans before being classified as impaired totalled $84 million (2001: $62 million; 2000: $77 million) of which $33 million (2001: $36 million; 2000: $51 million) were in Canada and $51 million (2001: $26 million; 2000: $26 million) were outside Canada. -------------------------------------------------------------------------------- 86 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 5. SECURITIZATIONS During the year, CIBC securitized $1,971 million (2001: $810 million) of government-guaranteed residential mortgage loans through the creation of mortgage-backed securities, and subsequently sold $1,969 million (2001: $809 million) of those securities. CIBC received net cash proceeds of $1,952 million (2001: $809 million) and retained the rights to future excess interest on residential mortgages valued at $82 million (2001: $37 million). A pre-tax gain on the sale, net of transaction costs, of $21 million (2001: $17 million) was recognized as other non-interest income in the consolidated statements of income. CIBC retained responsibility for servicing the mortgages and recognizes revenue for servicing as these services are provided. The key assumptions used to value the sold and retained interests include a prepayment rate of 12% and discount rates of 4.5% to 5.5%. There are no expected credit losses as the mortgages are government guaranteed. During 2001, CIBC also securitized $848 million of non-investment grade loans. In addition, CIBC sold $195 million of undrawn credit commitments. In consideration for the sale, CIBC received cash proceeds of $497 million and $141 million in an investment grade note issued by the securitization vehicle. CIBC recognized a pre-tax loss of $162 million, which was included in other non-interest income in the consolidated statements of income, and a specific provision for credit losses of $48 million. CIBC did not retain responsibility for servicing these loans. The key assumptions used to value the retained interest include expected credit losses of 11.0%. A servicing asset or liability is not generally recognized in these securitizations because CIBC receives adequate compensation for the servicing that it provides with respect to the transferred assets. The following table summarizes certain cash flows received from or paid to SPEs: [Enlarge/Download Table] $ millions, for the years ended October 31 2002 2001 ------------------------------------------------------------------------------------------------- Proceeds from new securitizations $ 1,952 $ 1,306 Proceeds from collections reinvested in previous credit card securitizations $ 9,236 $ 8,246 Servicing fees received $ 12 $ 10 Purchase of impaired loans $ (63) $ (69) Other cash flows received on retained interests $ 242 $ 282 ================================================================================================= Key economic assumptions used in measuring the fair value of retained interests in securitizations and the sensitivity of the current fair value of residual cash flows to changes in those assumptions are as follows: [Enlarge/Download Table] Non- Commercial Residential Credit Investment investment $ millions, as at October 31 mortgages mortgages card loans grade loans(1) grade loans --------------------------------------------------------------------------------------------------------------------------------- 2002 Carrying amount of retained interests $ 21 $ 106 $ 43 -- $ 139 Fair value of retained interests $ 21 $ 109 $ 42 -- $ 139 Weighted-average remaining life (in years) 2 5 revolving -- 3 Prepayment rate NA(2) 12.0 - 21.5% 15.0 - 45.4%(3) -- NA(4) Impact on fair value of a 10% adverse change -- $ (3) $ (3) -- -- Impact on fair value of a 20% adverse change -- $ (5) $ (5) -- -- Expected credit losses 0.3% NA(5) 2.7 - 5.0% -- 11.0% Impact on fair value of a 10% adverse change -- -- $ (1) -- -- Impact on fair value of a 20% adverse change -- -- $ (2) -- -- Residual cash flows discount rate (annual rate) 6.5% 4.7% 17.1 - 18.0% -- NA(4) Impact on fair value of a 10% adverse change -- $ (1) -- -- -- Impact on fair value of a 20% adverse change -- $ (2) -- -- -- ================================================================================================================================= 2001 Carrying amount of retained interests $ 42 $ 45 $ 29 $ 1,789 $ 141 Fair value of retained interests $ 42 $ 48 $ 27 $ 1,789 $ 141 Weighted-average remaining life (in years) 3 5 revolving 1 3 Prepayment rate NA(2) 12.0% 38.7%(3) 5.0% NA(4) Impact on fair value of a 10% adverse change -- $ (1) $ (2) -- -- Impact on fair value of a 20% adverse change -- $ (2) $ (4) -- -- Expected credit losses 0.3% NA(5) 4.0% 2.0% 11.0% Impact on fair value of a 10% adverse change -- -- $ (1) $ (2) -- Impact on fair value of a 20% adverse change -- -- $ (3) $ (4) -- Residual cash flows discount rate (annual rate) 6.5% 4.6 - 5.6% 16.9% 3.0% NA(4) Impact on fair value of a 10% adverse change -- -- -- $ (3) -- Impact on fair value of a 20% adverse change -- $ (1) -- $ (5) -- ================================================================================================================================= (1) During 2002, the SPE for investment grade loans was wound up. (2) Not applicable as these retained interests are not subject to prepayment risk. (3) Monthly prepayment rate. (4) Not applicable as the retained interest is rated as investment grade and does not represent future excess interest on the loans. (5) Not applicable as these mortgages are government guaranteed. -------------------------------------------------------------------------------- 87 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- The sensitivities are hypothetical and should be used with caution. As the amounts indicate, changes in fair value based on variations in assumptions generally cannot be extrapolated because the relationship of the change in assumption to the change in fair value may not be linear. Also, the effect of a variation in a particular assumption on the fair value of the retained interest is calculated without changing any other assumption. Changes in one factor may result in changes in another, which might magnify or counteract the sensitivities. The following table analyses CIBC's expected static pool credit losses: [Enlarge/Download Table] Non- Credit Investment investment Commercial Residential card grade grade % of outstanding loans, as at October 31 mortgages mortgages loans loans loans --------------------------------------------------------------------------------------------------------------------------- 2002 Actual and projected credit losses 0.3% NA(1) 2.7 - 5.0% -- 11.0% =========================================================================================================================== 2001 Actual and projected credit losses 0.3% NA(1) 4.0% 2.0% 11.0% =========================================================================================================================== (1) Static pool losses are not applicable to residential mortgages as the mortgages are government guaranteed. Information about impaired and other past due loans and net credit losses for components of reported and securitized financial assets is presented in the following table: [Enlarge/Download Table] $ millions, as at or for the years ended October 31 --------------------------------------------------------------------------------------------------------------------------- Total Impaired principal and other Net amount of past due credit Type of loan loans(1) loans losses --------------------------------------------------------------------------------------------------------------------------- 2002 Residential mortgages $ 69,812 $ 411 $ 3 Personal and credit card loans 33,184 264 490 Business and government loans(2) 42,461 1,843 1,098 Securities borrowed or purchased under resale agreements 16,020 -- -- --------------------------------------------------------------------------------------------------------------------------- Total loans reported and securitized(3) 161,477 2,518 1,591 Less: loans securitized (6,100) (235) (91) --------------------------------------------------------------------------------------------------------------------------- Loans reported before allowance for credit losses $155,377 $2,283 $1,500 =========================================================================================================================== 2001 Residential mortgages $ 60,431 $ 231 $ 3 Personal and credit card loans 30,111 337 431 Business and government loans(2) 49,013 1,240 832 Securities borrowed or purchased under resale agreements 24,079 -- -- --------------------------------------------------------------------------------------------------------------------------- Total loans reported and securitized(3) 163,634 1,808 1,266 Less: loans securitized (5,700) (38) (166) --------------------------------------------------------------------------------------------------------------------------- Loans reported before allowance for credit losses $157,934 $1,770 $1,100 =========================================================================================================================== (1) Certain comparative figures have been reclassified to conform with the presentation used in 2002. (2) Includes commercial mortgages and investment grade loans. (3) Includes loans outstanding and loans that have been securitized, which CIBC continues to service. -------------------------------------------------------------------------------- 6. LAND, BUILDINGS AND EQUIPMENT [Enlarge/Download Table] 2002 2001 ---------------------------------------------------------------------------------------- Accumulated Net book Net book $ millions, as at October 31 Cost amortization(1) value value ---------------------------------------------------------------------------------------- Land $ 81 $ -- $ 81 $ 106 Buildings(2) 1,122 217 905 351 Computer equipment 2,080 1,547 533 464 Office furniture and other equipment 1,080 540 540 585 Leasehold improvements 664 476 188 263 ---------------------------------------------------------------------------------------- $5,027 $2,780 $2,247 $1,769 ======================================================================================== (1) Amortization of buildings, furniture, equipment and leasehold improvements for the year amounted to $333 million (2001: $310 million; 2000: $313 million). (2) Includes $576 million not being amortized as it relates to a building under construction. -------------------------------------------------------------------------------- 88 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 7. GOODWILL AND OTHER INTANGIBLE ASSETS As explained in Note 1, CIBC adopted the requirements of the CICA handbook section 3062, "Goodwill and Other Intangible Assets," in 2002 and the CICA handbook section 1581, "Business Combinations," in 2001. CIBC completed its annual impairment testing on goodwill and other intangible assets with an indefinite life. There were no impairment write-downs. During the year, CIBC decided to exit its U.S. electronic banking operations. As a result, CIBC recognized a write-down of $34 million on finite-lived other intangible assets related to these operations, and this amount is recorded in the restructuring charge. The components of other intangible assets are as follows: [Enlarge/Download Table] 2002 2001 ------------------------------------------------------------------------------------------------------------------------------------ Gross Net Gross Net carrying Accumulated carrying carrying Accumulated carrying $ millions, as at October 31 amount amortization(1) amount amount amortization(1) amount ------------------------------------------------------------------------------------------------------------------------------------ Finite-lived other intangible assets Customer relationships(2) $157 $ 26 $131 $101 $ 16 $ 85 Contract based(3) 57 16 41 80 6 74 Technology based 43 35 8 43 26 17 Other(3) 5 4 1 12 1 11 ------------------------------------------------------------------------------------------------------------------------------------ 262 81 181 236 49 187 Indefinite-lived other intangible assets Contract based(4) 116 -- 116 41 -- 41 ------------------------------------------------------------------------------------------------------------------------------------ Total other intangible assets $378 $ 81 $297 $277 $ 49 $228 ==================================================================================================================================== (1) Amortization of other intangible assets for the year amounted to $32 million (2001: $25 million; 2000: $24 million). (2) Changes in gross carrying amount include acquisitions of third-party custody business and credit card relationships. (3) Changes in gross carrying amount include the write-down relating to the exit of U.S. electronic banking operations. (4) Changes in gross carrying amount include $75 million of other intangible assets acquired in the acquisition of MLIM. The changes in the carrying amount of goodwill are as follows: [Enlarge/Download Table] CIBC CIBC CIBC Retail Wealth World Corporate CIBC $ millions, as at or for the years ended October 31 Markets Management Markets Amicus and Other Total ---------------------------------------------------------------------------------------------------------------------------------- 2002 Balance at beginning of year $ 7 $ 305 $ 67 $ 13 $ 8 $ 400 Goodwill acquired during the year 4 563 108 -- -- 675 Adjustments(1) -- 14 (4) (1) (6) 3 ---------------------------------------------------------------------------------------------------------------------------------- Balance at end of year $ 11 $ 882 $ 171 $ 12 $ 2 $ 1,078 ================================================================================================================================== 2001 Balance at beginning of year $ 14 $ -- $ 82 $ 6 $ 8 $ 110 Goodwill acquired during the year -- 279 4 12 -- 295 Amortization (7) -- (15) (2) -- (24) Adjustments(1) -- 26(2) (4) (3) -- 19 ---------------------------------------------------------------------------------------------------------------------------------- Balance at end of year $ 7 $ 305 $ 67 $ 13 $ 8 $ 400 ================================================================================================================================== (1) Includes foreign currency translation and other purchase price equation adjustments. (2) Represents goodwill previously included in the equity interest in TAL accounted for by the equity method. In accordance with the CICA handbook section 3062, the effect of this accounting change is reflected prospectively. Supplemental comparative disclosure, as if the change had been retroactively applied to fiscal years 2001 and 2000, is as follows: [Enlarge/Download Table] $ millions, except per share amounts, for the years ended October 31 2002 2001 2000 ---------------------------------------------------------------------------------------------------------------------- Reported net income $ 653 $ 1,686 $ 2,060 Add back: Goodwill amortization(1) -- 24 23 Goodwill amortization - equity accounted investments(2) -- 22 17 ---------------------------------------------------------------------------------------------------------------------- -- 46 40 ---------------------------------------------------------------------------------------------------------------------- Net income adjusted for goodwill amortization $ 653 $ 1,732 $ 2,100 ====================================================================================================================== Basic EPS - Reported $ 1.37 $ 4.19 $ 4.95 - Adjusted for goodwill $ 1.37 $ 4.31 $ 5.06 Diluted EPS - Reported $ 1.35 $ 4.13 $ 4.90 - Adjusted for goodwill $ 1.35 $ 4.25 $ 5.01 ====================================================================================================================== (1) Recorded in non-interest expenses in the consolidated statements of income. (2) Recorded in interest income in the consolidated statements of income. -------------------------------------------------------------------------------- 89 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 8. OTHER ASSETS [Download Table] $ millions, as at October 31 2002 2001(1) ----------------------------------------------------------------------------- Accrued interest receivable $ 1,423 $ 1,505 Brokers' client accounts 994 836 Prepaid pension costs (Note 15) 467 413 Future income taxes (Note 18) 1,782 581 Other prepayments and deferred items 1,037 1,656 Other, including accounts receivable 4,510 4,479 ----------------------------------------------------------------------------- $10,213 $ 9,470 ============================================================================= (1) Goodwill and other intangible assets have been reclassified from other assets in 2002. -------------------------------------------------------------------------------- 9. DEPOSITS [Enlarge/Download Table] Payable on a fixed date(3) Payable Payable ----------------------------------------------- on after Within 1 to 5 to Over 2002 2001 $ millions, as at October 31 demand(1) notice(2) 1 year 5 years 10 years 10 years Total Total ---------------------------------------------------------------------------------------------------------------------------------- Individuals $ 6,620 $ 25,338 $ 23,335 $ 12,652 $ 30 $ -- $ 67,975 $ 66,826 Businesses and governments 17,059 6,072 85,182 5,408 2,617 1,648 117,986 114,270 Banks 568 101 8,525 1,427 9 39 10,669 13,256 ---------------------------------------------------------------------------------------------------------------------------------- $ 24,247 $ 31,511 $117,042 $ 19,487 $ 2,656 $ 1,687 $196,630 $194,352 ================================================================================================================================== Total deposits include: Non-interest-bearing deposits In domestic offices $ 8,690 $ 7,599 In foreign offices 445 846 Interest-bearing deposits In domestic offices 110,382 110,131 In foreign offices 75,431 74,437 U.S. federal funds purchased 1,682 1,339 ---------------------------------------------------------------------------------------------------------------------------------- $196,630 $194,352 ================================================================================================================================== (1) Deposits payable on demand include all deposits for which CIBC does not have the right to require notice of withdrawal. These deposits are, in general, chequing accounts. (2) Deposits payable after notice include all deposits for which CIBC can legally require notice of withdrawal. These deposits are, in general, savings accounts. (3) Deposits payable on a fixed date include all deposits which mature on a specified date. These deposits are generally term deposits, guaranteed investment certificates and similar instruments. -------------------------------------------------------------------------------- 10. OTHER LIABILITIES [Download Table] $ millions, as at October 31 2002 2001 -------------------------------------------------------------------------------- Accrued interest payable $ 1,437 $ 2,064 Gold and silver certificates 161 263 Brokers' client accounts 2,139 1,777 Cheques and other items in transit, net 342 41 Deferred gain on sale of real estate properties(1) 110 126 Other deferred items 344 251 Restructuring provision (Note 16) 452 212 Employee benefit plans (Note 15) 525 467 Accrued expenses 874 1,010 Non-controlling interests in subsidiaries 111 249 Other, including accounts payable 4,485 3,652 -------------------------------------------------------------------------------- $10,980 $10,112 ================================================================================ (1) Deferred gain is being recognized in income each year over the approximate 10-year average term of the leases relating to properties sold and leased back by CIBC in 2000, which CIBC continues to occupy. -------------------------------------------------------------------------------- 90 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 11. SUBORDINATED INDEBTEDNESS The following indebtedness is unsecured and subordinated to deposits and other liabilities. Foreign-denominated indebtedness either funds foreign-denominated assets (including net investments in foreign operations) or is combined with cross-currency swaps to provide Canadian dollar equivalent funding. -------------------------------------------------------------------------------- TERMS OF SUBORDINATED INDEBTEDNESS [Enlarge/Download Table] $ millions, as at October 31 ----------------------------------------------------------------------------------------------------------------------------------- Earliest date redeemable by CIBC ------------------------------------- At greater of Canada Yield Denominated in Interest rate % Maturity date Price(1) and par At par foreign currency 2002 2001 ----------------------------------------------------------------------------------------------------------------------------------- 5.5 June 21, 2003(3) Yen 5 billion $ 64 $ 65 11.125 February 10, 2004(3) 1 1 7.1 March 10, 2004 March 10, 1999 67 67 8.55 May 12, 2005(13) May 12, 2000 1 1 8.65 August 22, 2005(14) August 22, 2000 24 24 Floating(4) March 7, 2007(10) March 7, 2002 -- 100 Floating(5) October 30, 2007(16) October 30, 2002 -- 210 Floating(5) March 4, 2008 March 4, 2003 50 50 Floating(6)(7) May 19, 2008 May 18, 2003 US$ 250 million 389 397 6.5(2) October 21, 2009 October 21, 1999 October 21, 2004 400 400 7.4(2) January 31, 2011 January 31, 2006 250 250 8.15(2) April 25, 2011 April 25, 2001 April 25, 2006 250 250 7.0(2) October 23, 2011 October 23, 2001 October 23, 2006 250 250 Floating(6)(8) August 14, 2012 August 14, 2007 US$ 300 million 467 477 5.89(2) February 26, 2013 February 26, 1998 February 26, 2008 120 120 9.65 October 31, 2014 November 1, 1999 250 250 8.7 May 25, 2029(3) 25 25 11.6 January 7, 2031 January 7, 1996 200 200 10.8 May 15, 2031 May 15, 2021 150 150 8.7 May 25, 2032(3) 25 25 8.7 May 25, 2033(3) 25 25 8.7 May 25, 2035(3) 25 25 Floating(9) July 31, 2084 July 27, 1990 US$ 255 million(12) 397 405 Floating(11) August 31, 2085 August 20, 1991 US$ 126 million(15) 197 232 ----------------------------------------------------------------------------------------------------------------------------------- $3,627 $3,999 =================================================================================================================================== (1) Canada Yield Price: a price calculated to provide a yield to maturity equal to the yield of a Government of Canada bond of appropriate maturity plus a predetermined spread. (2) Interest rate is fixed at the indicated rate until the earliest date redeemable at par by CIBC and thereafter, at the three-month bankers' acceptance rate plus 1.00%. (3) Not redeemable prior to maturity date. (4) Interest rate is based on the three-month bankers' acceptance rate plus 0.20% until the earliest date redeemable by CIBC and thereafter, on the three-month bankers' acceptance rate plus 1.00%. (5) Interest rate is based on the three-month bankers' acceptance rate plus 0.21% until the earliest date redeemable by CIBC and thereafter, on the three-month bankers' acceptance rate plus 1.00%. (6) Issued by CIBC World Markets plc and guaranteed by CIBC on a subordinated basis. (7) Interest rate is based on the three-month London inter-bank offered rate (LIBOR) plus 0.25% until the earliest date redeemable by CIBC World Markets plc and thereafter, on the three-month LIBOR plus 0.75%. (8) Interest rate is based on the three-month LIBOR plus 0.35% until the earliest date redeemable by CIBC World Markets plc and thereafter, on the three-month LIBOR plus 1.35%. (9) Interest rate is based on the six-month LIBOR plus 0.25%. (10) Redeemed for cash on March 7, 2002. (11) Interest rate is based on the six-month LIBOR plus 0.125%. (12) US$2 million of the indebtedness was repurchased for cash on February 16, 2001. (13) On May 12, 2001, $69 million of the indebtedness was converted to 8.55% Deposit Notes maturing May 12, 2005. (14) On August 22, 2001, $176 million of the indebtedness was converted to 8.65% Deposit Notes maturing August 22, 2005. (15) US$20 million of the indebtedness was repurchased for cash on April 26, 2002. (16) Redeemed for cash on October 30, 2002. The aggregate contractual maturities of CIBC's subordinated indebtedness are outlined in the following table: -------------------------------------------------------------------------------- REPAYMENT SCHEDULE [Download Table] $ millions -------------------------------------------------------------------------------- Within 1 year $ 64 1 to 2 years 68 2 to 3 years 25 3 to 4 years -- 4 to 5 years -- Over 5 years 3,470 -------------------------------------------------------------------------------- $3,627 ================================================================================ -------------------------------------------------------------------------------- 91 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 12. INTEREST RATE SENSITIVITY CIBC is exposed to interest rate risk as a consequence of the mismatch, or gap, between the assets, liabilities and off-balance sheet instruments scheduled to mature or reprice on particular dates. The gaps which existed at October 31 are detailed below. [Enlarge/Download Table] Based on earlier of maturity or repricing date of interest sensitive instruments -------------------------------------------------------------------------------- Floating Within 3 to 12 1 to 5 Over 5 Not interest $ millions, as at October 31 rate 3 months months years years rate sensitive Total ----------------------------------------------------------------------------------------------------------------------------------- 2002 Assets ----------------------------------------------------------------------------------------------------------------------------------- Cash resources $ 14 $ 6,960 $ 1,238 $ -- $ -- $ 1,300 $ 9,512 Effective yield(1) 2.51% 1.91% Securities held for investment and loan substitute securities 2,582 673 4,174 6,597 4,120 2,518 20,664 Effective yield(1) 4.27% 4.32% 4.81% 6.60% Securities held for trading -- 12,472 2,942 11,398 3,225 14,591 44,628 Effective yield(1) 1.93% 2.89% 3.90% 6.15% Loans 68,968 35,660 11,838 28,563 5,797 2,263 153,089 Effective yield(1) 3.61% 5.72% 6.47% 6.73% Other -- 24,717 -- -- -- 20,683 45,400 ----------------------------------------------------------------------------------------------------------------------------------- Total assets $ 71,564 $ 80,482 $ 20,192 $ 46,558 $ 13,142 $ 41,355 $ 273,293 =================================================================================================================================== Liabilities and shareholders' equity ----------------------------------------------------------------------------------------------------------------------------------- Deposits $ 51,903 $ 80,533 $ 26,472 $ 17,359 $ 2,176 $ 18,187 $ 196,630 Effective yield(1) 2.28% 2.63% 3.81% 4.10% Obligations related to securities sold short -- 491 1,380 1,606 1,611 3,348 8,436 Effective yield(1) 1.83% 3.25% 3.52% 4.73% Obligations related to securities lent or sold under repurchase agreements -- 9,404 -- -- -- 211 9,615 Effective yield(1) 3.21% Subordinated indebtedness -- 1,500 64 1,243 820 -- 3,627 Effective yield(1) 2.10% 5.50% 7.19% 9.67% Other -- 24,794 -- -- -- 30,191 54,985 ----------------------------------------------------------------------------------------------------------------------------------- Total liabilities and shareholders' equity $ 51,903 $ 116,722 $ 27,916 $ 20,208 $ 4,607 $ 51,937 $ 273,293 =================================================================================================================================== On-balance sheet gap $ 19,661 $ (36,240) $ (7,724) $ 26,350 $ 8,535 $ (10,582) $ -- Off-balance sheet gap -- 27,844 (17,456) (8,567) (1,821) -- -- ----------------------------------------------------------------------------------------------------------------------------------- Total gap $ 19,661 $ (8,396) $ (25,180) $ 17,783 $ 6,714 $ (10,582) $ -- Total cumulative gap $ 19,661 $ 11,265 $ (13,915) $ 3,868 $ 10,582 $ -- $ -- =================================================================================================================================== Gap by currency ----------------------------------------------------------------------------------------------------------------------------------- On-balance sheet gap Canadian currency $ 38,063 $ (50,138) $ (4,494) $ 25,682 $ 4,878 $ (13,991) $ -- Foreign currencies (18,402) 13,898 (3,230) 668 3,657 3,409 -- ----------------------------------------------------------------------------------------------------------------------------------- Total on-balance sheet gap 19,661 (36,240) (7,724) 26,350 8,535 (10,582) -- ----------------------------------------------------------------------------------------------------------------------------------- Off-balance sheet gap Canadian currency -- 6,036 (3,608) (1,236) (1,192) -- -- Foreign currencies -- 21,808 (13,848) (7,331) (629) -- -- ----------------------------------------------------------------------------------------------------------------------------------- Total off-balance sheet gap -- 27,844 (17,456) (8,567) (1,821) -- -- ----------------------------------------------------------------------------------------------------------------------------------- Total gap $ 19,661 $ (8,396) $ (25,180) $ 17,783 $ 6,714 $ (10,582) $ -- =================================================================================================================================== 2001 Gap by currency ----------------------------------------------------------------------------------------------------------------------------------- On-balance sheet gap Canadian currency $ 23,521 $ (42,902) $ (1,891) $ 30,828 $ 4,701 $ (14,257) $ -- Foreign currencies (14,624) 20,444 (14,549) (2,761) 918 10,572 -- ----------------------------------------------------------------------------------------------------------------------------------- Total on-balance sheet gap 8,897 (22,458) (16,440) 28,067 5,619 (3,685) -- ----------------------------------------------------------------------------------------------------------------------------------- Off-balance sheet gap Canadian currency -- (1,293) 3,743 (446) (2,004) -- -- Foreign currencies -- 10,132 (13,772) (1,084) 4,724 -- -- ----------------------------------------------------------------------------------------------------------------------------------- Total off-balance sheet gap -- 8,839 (10,029) (1,530) 2,720 -- -- =================================================================================================================================== Total gap $ 8,897 $ (13,619) $ (26,469) $ 26,537 $ 8,339 $ (3,685) $ -- Total cumulative gap $ 8,897 $ (4,722) $ (31,191) $ (4,654) $ 3,685 $ -- $ -- =================================================================================================================================== (1) Represents the weighted-average effective yield based on the earlier of contractual repricing or maturity date. -------------------------------------------------------------------------------- 92 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 13. SHARE CAPITAL Authorized Preferred shares 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. Common shares An unlimited number of common shares without nominal or par value provided that the maximum aggregate consideration for all outstanding common shares at any time does not exceed $15 billion. Share rights and privileges Class A Preferred Shares Each series of Class A Preferred Shares bears quarterly non-cumulative dividends and is redeemable for cash by CIBC on or after the specified redemption dates at the cash redemption prices indicated below. Each series, except as noted below, provides CIBC and the shareholders with the right to convert the shares to CIBC common shares on or after a specified conversion date. Each share is convertible into a number of common shares determined by dividing the then applicable cash redemption price by 95% of the average common share price (as defined in the short form prospectus or prospectus supplement), subject to a minimum price of $2.00 per share. Where shareholders exercise their conversion right, CIBC has the right, subject to OSFI's consent, to elect to redeem for cash any shares tendered for conversion or to arrange for their cash sale to another purchaser. -------------------------------------------------------------------------------- TERMS OF PREFERRED SHARES [Enlarge/Download Table] Conversion for common ------------------------------------- Quarterly Specified Cash redemption CIBC Shareholders' dividends per share(1) redemption date price per share conversion date conversion date ----------------------------------------------------------------------------------------------------------------------------------- Series 14 $0.371875 July 31, 2003 $26.00 July 31, 2003 July 31, 2006 July 31, 2004 $25.50 July 31, 2005 $25.00 ----------------------------------------------------------------------------------------------------------------------------------- Series 15 $0.353125 July 31, 2004 $26.00 July 31, 2004 July 31, 2007 July 31, 2005 $25.50 July 31, 2006 $25.00 ----------------------------------------------------------------------------------------------------------------------------------- Series 16 US $0.353125 October 29, 2004 US $25.50 October 29, 2004 October 29, 2007 October 29, 2005 US $25.25 October 29, 2006 US $25.00 ----------------------------------------------------------------------------------------------------------------------------------- Series 17 $0.340625 October 29, 2004 $25.50 October 29, 2004 October 29, 2007 October 29, 2005 $25.25 October 29, 2006 $25.00 ----------------------------------------------------------------------------------------------------------------------------------- Series 18 $0.343750 October 29, 2012 $25.00 not convertible not convertible ----------------------------------------------------------------------------------------------------------------------------------- Series 19 $0.309375 April 30, 2008 $25.75 April 30, 2008 April 30, 2013 April 30, 2009 $25.60 April 30, 2010 $25.45 April 30, 2011 $25.30 April 30, 2012 $25.15 April 30, 2013 $25.00 ----------------------------------------------------------------------------------------------------------------------------------- Series 20 US $0.321875 October 31, 2005 US $25.50 October 31, 2005 April 30, 2008 October 31, 2006 US $25.25 October 31, 2007 US $25.00 ----------------------------------------------------------------------------------------------------------------------------------- Series 21 $0.375000 July 31, 2005 $26.00 July 31, 2005 July 31, 2010 July 31, 2006 $25.75 July 31, 2007 $25.50 July 31, 2008 $25.25 July 31, 2009 $25.00 ----------------------------------------------------------------------------------------------------------------------------------- Series 22 US $0.390625 July 31, 2005 US $26.00 July 31, 2005 July 31, 2010 July 31, 2006 US $25.75 July 31, 2007 US $25.50 July 31, 2008 US $25.25 July 31, 2009 US $25.00 ----------------------------------------------------------------------------------------------------------------------------------- Series 23 $0.331250 October 31, 2007 $25.75 October 31, 2007 July 31, 2011 October 31, 2008 $25.50 October 31, 2009 $25.25 October 31, 2010 $25.00 ----------------------------------------------------------------------------------------------------------------------------------- Series 24 $0.375000 January 31, 2007 $26.00 January 31, 2007 not convertible January 31, 2008 $25.75 January 31, 2009 $25.50 January 31, 2010 $25.25 January 31, 2011 $25.00 ----------------------------------------------------------------------------------------------------------------------------------- Series 25 $0.375000 July 31, 2007 $26.00 July 31, 2007 not convertible July 31, 2008 $25.75 July 31, 2009 $25.50 July 31, 2010 $25.25 July 31, 2011 $25.00 =================================================================================================================================== (1) The quarterly dividends are adjusted for the number of days during the quarter that the share is outstanding at the time of issuance and redemption. -------------------------------------------------------------------------------- 93 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- OUTSTANDING SHARES AND DIVIDENDS PAID [Enlarge/Download Table] 2002 -------------------------------------------------------------------------------------------------------------------------------- As at or for the years Shares outstanding Dividends paid Shares outstanding ended October 31 No. of shares $ millions $ millions $ per share No. of shares $ millions -------------------------------------------------------------------------------------------------------------------------------- Class A Preferred Shares Fixed-rate shares entitled to non-cumulative dividends Series 12 -- $ -- $ -- $ -- -- $ -- Series 13 -- -- -- $ -- -- -- Series 14 8,000,000 200 12 $1.49 8,000,000 200 Series 15 12,000,000 300 17 $1.41 12,000,000 300 Series 16 5,500,000 214 12 US$1.41 5,500,000 219 Series 17 6,500,000 162 9 $1.36 6,500,000 162 Series 18 12,000,000 300 16 $1.38 12,000,000 300 Series 19 8,000,000 200 10 $1.24 8,000,000 200 Series 20 4,000,000 156 8 US$1.29 4,000,000 159 Series 21 8,000,000 200 12 $1.50 8,000,000 200 Series 22 4,000,000 156 10 US$1.56 4,000,000 159 Series 23 16,000,000 400 21 $1.33 16,000,000 400 Series 24 16,000,000 400 21 $1.30 -- -- Series 25 16,000,000 400 13 $0.80 -- -- -------------------------------------------------------------------------------------------------------------------------------- Total preferred share capital and dividends $3,088 $161 $2,299 -------------------------------------------------------------------------------------------------------------------------------- Common shares Total common share capital at beginning of year 363,187,931 $2,827 377,140,195 $2,868 Issued pursuant to stock option plans 1,562,438 59 2,983,736 90 Purchase of common shares for cancellation (5,686,000) (44) (16,936,000) (131) -------------------------------------------------------------------------------------------------------------------------------- Total common share capital and dividends 359,064,369 $2,842 $577 $1.60 363,187,931 $2,827 ================================================================================================================================ Total dividends paid $738 ================================================================================================================================ 2001 2000 --------------------------------------------------------------------------------------- Dividends paid Dividends paid $ millions $ per share $ millions $ per share --------------------------------------------------------------------------------------- Class A Preferred Shares Fixed-rate shares entitled to non-cumulative dividends Series 12 $ -- $ -- $14 US $1.63 Series 13 -- $ -- 14 $1.75 Series 14 12 $1.49 12 $1.49 Series 15 17 $1.41 17 $1.41 Series 16 11 US$1.41 11 US$1.41 Series 17 9 $1.36 9 $1.36 Series 18 17 $1.38 17 $1.38 Series 19 10 $1.24 10 $1.24 Series 20 8 US$1.29 8 US$1.29 Series 21 12 $1.50 9 $1.14 Series 22 9 US$1.56 7 US$1.18 Series 23 16 $0.99 -- -- Series 24 -- -- -- -- Series 25 -- -- -- -- --------------------------------------------------------------------------------------- Total preferred share capital and dividends $121 $128 --------------------------------------------------------------------------------------- Common shares Total common share capital at beginning of year Issued pursuant to stock option plans Purchase of common shares for cancellation --------------------------------------------------------------------------------------- Total common share capital and dividends $536 $1.44 $501 $1.29 ======================================================================================= Total dividends paid $657 $629 ======================================================================================= Restrictions on the payment of dividends CIBC is prohibited by the Bank Act (Canada) from declaring or paying any dividends on its preferred shares or common shares if there are reasonable grounds for believing that CIBC is, or the payment would cause CIBC to be, in contravention of any capital adequacy or liquidity regulation or any direction to CIBC made by OSFI regarding CIBC's capital or liquidity. In addition, Section 79(5) of the Bank Act, which was proclaimed into force on October 24, 2001, prohibits CIBC from paying a dividend in any financial year without the approval of OSFI if, on the day the dividend is declared, the total of all dividends declared by CIBC in that year would exceed the aggregate of CIBC's net income up to that day in that year and of its retained net income for the preceding two financial years. CIBC's ability to pay common share dividends is also restricted by the terms of the outstanding preferred shares which provide that CIBC may not pay dividends on its common shares at any time without the approval of holders of the outstanding preferred shares unless all dividends which are then payable have been declared and paid or set apart for payment. Shareholder Investment Plan Under the Shareholder Investment Plan, eligible shareholders have the right to participate in one or more of the Dividend Reinvestment Option, the Share Purchase Option and the Stock Dividend Option. Shares reserved for issue As at October 31, 2002, 30,735,308 common shares were reserved for future issue pursuant to stock option plans. Normal course issuer bid CIBC commenced a normal course issuer bid, effective for one year, on January 9, 2002. Under this bid, CIBC may purchase up to 18 million common shares, just under 5% of its outstanding common shares as at December 31, 2001. As at October 31, 2002, 5.7 million shares were repurchased under the program for an aggregate consideration of $313 million. On December 20, 2000, CIBC commenced a normal course issuer bid, effective for one year, to purchase up to 18.8 million common shares, just under 5% of CIBC's outstanding common shares as at November 30, 2000. As at October 31, 2001, 16.9 million shares were purchased under the program for an aggregate consideration of $867 million. There were no purchases under this bid during fiscal 2002. -------------------------------------------------------------------------------- 94 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 14. STOCK-BASED COMPENSATION CIBC has the following significant stock-based compensation plans: Stock option plans CIBC has two stock option plans: Employee Stock Option Plan and Non-Officer Director Stock Option Plan. Under CIBC's Employee Stock Option Plan, stock options are periodically granted to selected employees. Options provide the employee with the right to purchase CIBC common shares from CIBC at a fixed price not less than the closing price of the shares on the trading day immediately preceding the grant date. In general, the options vest evenly over a four-year period and expire 10 years from the grant date. Certain options expiring in February 2010 vest based upon the attainment of specified share prices, and certain options vest based upon the earlier of the attainment of these prices and seven years. Up to 50% of options relating to the Employee Stock Option Plan granted prior to 2000 can be exercised as SARs. SARs can be exchanged for a cash amount equal to the excess of the weighted-average price of the common shares on the Toronto Stock Exchange on the trading day immediately preceding the day the SARs are exercised over the option strike price. Under CIBC's Non-Officer Director Stock Option Plan, each director who is not an officer or employee of CIBC or any of its subsidiaries is provided with the right to purchase CIBC common shares from CIBC at a fixed price equal to the five-day average of the closing price per share on the Toronto Stock Exchange for the five trading days preceding the date of the grant. The options, which are not eligible for SARs, vest immediately and expire 10 years from the grant date. A maximum of 42,834,500 common shares may be issued under CIBC's stock option plans. Adoption of CICA handbook section 3870 In 2002, CIBC early adopted, effective November 1, 2001, the requirements of the CICA handbook section 3870, "Stock-Based Compensation and Other Stock-Based Payments." The impact of this change in accounting policy is detailed below: Stock option plans As a result of adopting the fair value-based method encouraged by section 3870, compensation expense increased by $26 million for the year. None of the options granted since November 1, 2001 have been exercised. The weighted-average grant-date fair value of options granted during 2002 has been estimated at $16.24 using the Black-Scholes option-pricing model. The pricing model assumes weighted-average risk-free interest rates of 5.42%, weighted-average expected dividend yields of 3.00% annually, weighted-average expected common stock price volatility of 25.86% and a weighted-average expected life of 10 years. Because the fair value-based method of accounting has not been applied to options granted prior to November 1, 2001, the compensation expense of $26 million may not be representative of that expected in future years. SARs Section 3870 requires that the cumulative amount relating to all vested SARs outstanding at the beginning of the fiscal year of adoption be charged to opening retained earnings for that fiscal year. This resulted in a $42 million after-tax charge to opening retained earnings at November 1, 2001, a $72 million pre-tax increase in liabilities and an increase in future income tax asset of $30 million. Compensation expense decreased by $41 million pre-tax for the year. The accounting for other stock-based compensation plans as outlined below is not affected by this change in accounting policy. Employee Share Purchase Plan Under CIBC's Employee Share Purchase Plan, qualifying employees can choose each year to have up to 10% of their annual base earnings withheld to purchase CIBC common shares. CIBC matches 50% of the employee contribution amount up to a maximum of 3%. All contributions are used by the plan trustee to purchase common shares during each pay period in the open market. CIBC contributions vest after two years of continuous participation in the plan, and all subsequent contributions vest immediately. CIBC's contribution is expensed as incurred and totalled $29 million for 2002 (2001: $30 million; 2000: $24 million). Restricted Share Program Under CIBC's Restricted Share Program (RSP), share equivalents are awarded under the following compensation plans: Restricted Share Awards Under the CIBC Restricted Share Awards (RSA) Plan, which began in 2000, certain key employees are granted awards to receive CIBC common shares as part of their total compensation. Additionally, RSAs may be awarded as special grants. The funding for awards under this plan is paid into a trust which purchases CIBC common shares in the open market. RSAs vest one-third annually and the common shares held in the trust are distributed generally within a three-year period, beginning one year after the fiscal year of the grant. Compensation expense in respect of RSAs totalled $38 million for 2002 (2001: $51 million; 2000: $22 million). Stock Participation Plan Under the CIBC Stock Participation Plan (SPP), which began in 2000, certain key employees are granted awards to receive CIBC common shares as a portion of their total compensation. The funding for awards under this program is paid into a trust which purchases CIBC common shares in the open market. SPP awards vest one-third annually and the common shares held in the trust are distributed generally within a three-year period, beginning one year after the fiscal year of the grant. Additionally, SPP awards may be issued as special grants, which generally vest and the common shares held in the trust are distributed within three years from the grant date. Compensation expense in respect of SPP awards totalled $173 million for 2002 (2001: $98 million; 2000: $128 million). -------------------------------------------------------------------------------- 95 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Long Term Incentive Plan and Special Incentive Program Under CIBC's Long Term Incentive Plan (LTIP), certain key CIBC employees are granted awards to receive CIBC common shares as a portion of their total compensation. The funding for awards under this plan is paid into a trust which purchases CIBC common shares in the open market. Generally, LTIP awards vest and the common shares held in the trust are distributed within a three-year period, beginning one year after the fiscal year of the grant. Under CIBC's Special Incentive Program (SIP), certain key employees receive common share-based awards. The funding for awards under the SIP is comparable with those of the LTIP. The awards under the SIP vest and are distributed when the plan expires on October 31, 2003. Compensation expense for these two plans totalled $113 million for 2002 (2001: $150 million; 2000: $171 million). Directors' plans Members of CIBC's Board of Directors who are not officers or employees of CIBC or any of its subsidiaries may elect to receive the annual amount payable by CIBC under the Deferred Share Unit/Common Share Election Plan as deferred share units (DSUs) or CIBC common shares. The members may also elect, under the Director Share Plan, to receive all or a portion of their compensation (annual retainer, committee member fee, committee chair fee and meeting fees) in the form of cash, CIBC common shares or DSUs. Compensation expense in respect of these plans totalled $2 million for 2002 (2001: $2 million; 2000: $2 million). The value of DSUs credited to a director is payable when he or she is no longer a director or employee of CIBC. In addition, under the Deferred Share Unit/Common Share Election Plan the value of DSUs is payable when the director is no longer related to or affiliated with CIBC as "related" and "affiliated" are defined in the Income Tax Act (Canada). -------------------------------------------------------------------------------- STOCK OPTION PLANS [Enlarge/Download Table] 2002 2001 2000 ----------------------------------------------------------------------------------------------------------------------------------- Weighted- Weighted- Weighted- Number of average Number of average Number of average stock exercise stock exercise stock exercise As at or for the years ended October 31 options price options price options price ----------------------------------------------------------------------------------------------------------------------------------- Outstanding at beginning of year 19,070,952 $36.55 20,247,187 $33.28 16,933,275 $31.36 Granted 3,042,992 $54.48 3,021,990(1) $48.60 5,196,956 $36.27 Exercised (1,562,438) $30.78 (2,983,736) $30.19 (1,405,416) $23.89 Forfeited/Cancelled (302,277) $42.78 (652,749) $27.43 (95,000) $41.64 Exercised as SARs (306,275) $30.12 (561,740) $38.72 (382,628) $21.47 ----------------------------------------------------------------------------------------------------------------------------------- Outstanding at end of year 19,942,954 $39.74 19,070,952 $36.55 20,247,187 $33.28 =================================================================================================================================== Exercisable at end of year 10,683,434 $34.48 13,202,090 $34.15 9,141,886 $28.33 =================================================================================================================================== (1) Includes 48,000 options granted to non-officer members of CIBC's Board of Directors in 2000, that were approved by CIBC's shareholders at the annual meeting on March 1, 2001. -------------------------------------------------------------------------------- STOCK OPTIONS OUTSTANDING AND VESTED [Enlarge/Download Table] Stock options outstanding Stock options vested ---------------------------------------- -------------------------------------------- Weighted- average Weighted- Weighted- contractual average average Number life exercise Number exercise Exercisable Range of exercise prices outstanding remaining price outstanding price as SARs ---------------------------------------------------------------------------------------------------------------------------- $15.375 - $21.125 2,180,869 2.33 $18.64 2,179,369 $18.64 1,132,940 $31.700 - $39.850 9,307,861 6.40 $36.86 5,282,322 $36.13 2,546,776 $40.350 - $49.940 4,200,684 6.46 $42.66 2,908,243 $41.39 1,245,292 $50.330 - $57.190 4,253,540 8.88 $53.99 313,500 $52.55 -- ---------------------------------------------------------------------------------------------------------------------------- Total 19,942,954 6.50 $39.74 10,683,434 $34.48 4,925,008 ============================================================================================================================ -------------------------------------------------------------------------------- 96 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 15. POST-EMPLOYMENT AND POST-RETIREMENT PLANS As explained in Note 1, CIBC adopted the requirements of the CICA handbook section 3461, "Employee Future Benefits," in 2001. This section was adopted retroactively without restatement, resulting in a $140 million after-tax charge to opening retained earnings on November 1, 2000, and a $237 million pre-tax increase in the accrued benefit liability, offset by a reduction in future income taxes of $97 million. Under CIBC's defined benefit pension plans, pension benefits are provided to qualified employees. These benefits are, in general, based on years of service and compensation near retirement. CIBC also provides post-retirement benefits to retired employees, including life insurance, health and dental care benefits. In addition, post-employment benefits are also provided to inactive employees. The funded status of the employee benefit plans and the amounts recognized on CIBC's consolidated balance sheets are as follows: [Enlarge/Download Table] Pension Other benefit plans benefit plans --------------------------------------------------- $ millions, as at or for the years ended October 31 2002 2001 2002 2001 ----------------------------------------------------------------------------------------------------------------------------------- Accrued benefit obligation(1) Balance at beginning of year $ 2,226 $ 2,013 $ 609 $ 130 Adjustment for change in accounting policy -- 163 -- 403 Adjustment for inclusion of subsidiary plans 216(2) -- 19 -- Current service cost 80 66 53 37 Employees' contributions 10 11 -- -- Interest cost 167 148 39 36 Benefits paid (142) (134) (38) (36) Foreign exchange rate changes 7 -- -- -- Actuarial (gains) losses (73) (48) 14 39 Plan amendments 45 12 -- -- Corporate restructuring giving rise to curtailments 1 (5) -- -- ----------------------------------------------------------------------------------------------------------------------------------- Balance at end of year $ 2,537 $ 2,226 $ 696 $ 609 =================================================================================================================================== Plan assets(1) Fair value at beginning of year $ 2,121 $ 2,545 $ 103 $ 111 Adjustment for change in accounting policy -- 48 -- -- Adjustment for inclusion of subsidiary plans 211(2) -- -- -- Actual return on plan assets (106) (364) (4) (3) Employer contributions 88 15 45 31 Employees' contributions 10 11 -- -- Benefits paid (142) (134) (38) (36) Foreign exchange rate changes 6 -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- Fair value at end of year $ 2,188 $ 2,121 $ 106 $ 103 =================================================================================================================================== Funded status - plan deficit $ (349) $ (105) $ (590) $ (506) Employer contribution received after measurement date 15 -- -- -- Unamortized net actuarial losses 786 506 59 39 Unamortized past service costs 54 12 -- -- Unamortized transitional obligation (23) -- 6 -- ----------------------------------------------------------------------------------------------------------------------------------- Accrued benefit asset (liability) 483 413 (525) (467) Valuation allowance(3) (16) -- -- -- ----------------------------------------------------------------------------------------------------------------------------------- Accrued benefit asset (liability), net of valuation allowance $ 467 $ 413 $ (525) $ (467) =================================================================================================================================== (1) Measurement date is as at September 30, 2002 (2) Net of valuation allowance of $24 million. (3) Represents excess of accrued benefit asset over the amount expected to be realized in the future. Included in the accrued benefit obligation and fair value of the plan assets at year-end are the following amounts in respect of plans that are not fully funded: [Download Table] Pension Other benefit plans benefit plans --------------------------------------------- $ millions, as at October 31 2002 2001 2002 2001 ------------------------------------------------------------------------------- Accrued benefit obligation $ 2,499 $ 120 $ 696 $ 609 Fair value of plan assets 2,128 -- 106 103 ------------------------------------------------------------------------------- Funded status - plan deficit $ (371) $ (120) $ (590) $ (506) =============================================================================== Plan assets include securities of CIBC having a fair value of $15 million at October 31, 2002 (2001: $15 million). The significant actuarial assumptions adopted in measuring CIBC's accrued benefit obligation are as follows: [Enlarge/Download Table] Pension Other benefit plans benefit plans ------------------------------------------------------------ For the years ended October 31 2002(1) 2001 2000 2002(1) 2001 ------------------------------------------------------------------------------------------------ Discount rate 6.7% 6.75% 7.5% 6.4% 6.75% Expected long-term rate of return on plan assets 7.5% 7.5% 7.5% 7.0% 7.5% Rate of compensation increase 3.7% 4.0% 4.5% 3.4% 4.0% ================================================================================================ (1) Weighted-average assumptions of CIBC and subsidiary plans. -------------------------------------------------------------------------------- 97 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- A 9.2% annual rate of increase in the per capita cost of covered health care benefits was assumed for 2002 (2001: 9%). The rate was assumed to decrease gradually to 4.5% for 2009 and remain at that level thereafter. The effect of a 1% increase each year in the assumed health care cost trend rate would be to increase the post-retirement benefit expense by $10 million (2001: $7 million; 2000: $7 million) and the accumulated post-retirement benefit obligation by $80 million (2001: $60 million; 2000: $46 million). CIBC's net benefit plan expense is reported as employee compensation and benefits in the consolidated statements of income as follows: [Enlarge/Download Table] Pension Other benefit plans benefit plans ----------------------------------------------------------- $ millions, as at or for the years ended October 31 2002 2001 2000 2002 2001 ----------------------------------------------------------------------------------------------------------------------- Current service cost $ 80 $ 66 $ 54 $ 53 $ 37 Interest cost 167 148 145 39 36 Expected return on plan assets (199) (191) (168) (8) (8) Amortization of past service costs 2 1 9 -- -- Amortization of net actuarial (gains) losses 2 -- (12) 5 -- Amortization of transitional asset (2) -- -- -- -- Curtailment (gains) losses 2 (5) 2 -- -- Change in valuation allowance (8) -- -- -- -- ----------------------------------------------------------------------------------------------------------------------- Net benefit plan expense $ 44 $ 19 $ 30 $ 89 $ 65 ======================================================================================================================= The expense for CIBC's defined contribution pension plans totalled $25 million (2001: $26 million; 2000: $23 million). Additionally, the expense for government pension plans (CPP/QPP/FICA) totalled $87 million (2001: $78 million; 2000: $66 million). -------------------------------------------------------------------------------- 16. RESTRUCTURING During the year, CIBC recorded a restructuring charge of $508 million relating to the closing of its U.S. electronic banking business and restructuring initiatives in other businesses. These initiatives are expected to result in the elimination of approximately 2,700 positions. The pre-tax charge of $366 million relating to the closing of electronic banking business in the U.S. consists of contract termination costs, termination benefits and other related charges, including the write-down of assets. The initiative, subject to regulatory approval, is expected to be substantially complete by the end of the first quarter of 2003. Activities include transfer of customer accounts to other financial institutions and discontinuation of product offerings. In addition, CIBC recorded other restructuring charges of $142 million substantially relating to the elimination of approximately 1,400 positions. CIBC World Markets has reduced staff levels, primarily in the U.S., as a result of the continued low level of business activity in capital markets and investment banking. In addition, selective reductions will be made in Asian, European and commercial banking businesses. CIBC Retail Markets will reduce staff levels, reconfigure its branch network and close bizSmart. Operations and systems development support for CIBC World Markets, CIBC Wealth Management and CIBC Retail Markets businesses will be rationalized to align their cost structures with current market conditions. In 2001, a pre-tax restructuring charge of $207 million was taken as CIBC initiated an organization-wide cost-reduction program in response to changing economic conditions. Significant actions taken under this restructuring program included consolidation of branches, rationalization of business support functions, realignment of the work force, reorganization of certain operations, and termination of certain leases and were substantially completed in 2002. Approximately 1,600 positions were eliminated in 2002. Higher-than-expected termination costs were partially offset by unanticipated levels of attrition and redeployment. As a result, CIBC revised its estimate for restructuring with a net $6 million increase in the original provision. The components of the charges and movements in the associated provision are as follows: -------------------------------------------------------------------------------- RESTRUCTURING PROVISION [Enlarge/Download Table] 2002 2001 ----------------------------------------------------------------------------------------------------------------------------------- Contract Termination termination Termination $ millions, as at or for the years ended October 31 benefits costs Other Total benefits Other Total ----------------------------------------------------------------------------------------------------------------------------------- Balance at beginning of year $ 186 $ -- $ 26 $ 212 $ 86 $ 9 $ 95 Restructuring charge 140 185 183 508 181 26 207 Change in estimate 6 -- -- 6 -- -- -- Cash payments (138) -- (1) (139) (81) (5) (86) Non-cash items -- -- (135) (135) -- (4) (4) ----------------------------------------------------------------------------------------------------------------------------------- Balance at end of year $ 194 $ 185 $ 73 $ 452 $ 186 $ 26 $ 212 =================================================================================================================================== -------------------------------------------------------------------------------- 98 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 17. EVENTS OF SEPTEMBER 11, 2001 CIBC's New York operations located at One World Financial Center (WFC), in close proximity to the World Trade Center, were directly affected by the events of September 11, 2001. These events caused the temporary relocation of employees from WFC to CIBC's other major premises in midtown Manhattan, as well as to temporary locations in the vicinity. For the year ended October 31, 2002, CIBC recorded expenses related to the events of September 11, 2001 of $32 million (2001: $7 million), net of insurance recoveries. CIBC has received payments on account of insurance claims of $90 million in 2002 (2001: $9 million). Although CIBC is still in discussions with its insurance carrier as to the ultimate settlement amount, CIBC has recorded insurance recoveries for amounts for which it considers recovery is probable. In addition, no insurance recovery amounts are recorded under the business interruption insurance claim as negotiations are still continuing. Management is still in the process of evaluating various scenarios concerning the premises in New York. The full financial impact of these decisions, including related insurance recoveries, was not determinable at the time of preparation of these consolidated financial statements. Expenses related to the events of September 11, 2001 include costs related to the write-off of damaged assets; lease termination costs; and other direct and incremental costs including employee relocation, which required reconfiguring alternative office facilities, technology and telecommunications, and providing transportation. Details of the net loss relating to events of September 11, 2001 are as follows: [Download Table] $ millions, for the years ended October 31 2002 2001 ------------------------------------------------------------------------------- Non-interest income Insurance proceeds on fixed assets $ 59 $ -- ------------------------------------------------------------------------------- Non-interest expenses Assets written off 44 -- Lease termination costs at WFC 11 -- Other direct and incremental expenses 92 18 Less: insurance recoveries on expenditures (56) (11) ------------------------------------------------------------------------------- 91 7 ------------------------------------------------------------------------------- Net loss relating to events of September 11, 2001 $(32) $ (7) =============================================================================== -------------------------------------------------------------------------------- 18. INCOME TAXES The components of income tax expense reported in the consolidated statements of income consist of the following: -------------------------------------------------------------------------------- COMPONENTS OF INCOME TAX EXPENSE [Download Table] $ millions, for the years ended October 31 2002 2001 2000 -------------------------------------------------------------------------------- Current income taxes Federal $ 631 $ 587 $ 510 Provincial 237 237 194 Foreign (6) (192) 204 ------------------------------------------------------------------------------- 862 632 908 ------------------------------------------------------------------------------- Future income taxes Federal (66) (86) (162) Provincial (31) (26) (59) Foreign(1) (1,044) (428) (46) ------------------------------------------------------------------------------- (1,141) (540) (267) ------------------------------------------------------------------------------- $ (279) $ 92 $ 641 =============================================================================== (1) 2002 includes the recognition of a previously unrecorded future tax asset of $52 million in respect of certain U.K. tax losses. Income taxes are reported in the consolidated financial statements as follows: -------------------------------------------------------------------------------- TOTAL INCOME TAXES [Download Table] $ millions, for the years ended October 31 2002 2001 2000 ------------------------------------------------------------------------------- Consolidated statements of income Income taxes $(279) $ 92 $ 641 Consolidated statements of changes in shareholders' equity Foreign currency translation adjustment 107 (323) (179) Accounting policy changes(1) (30) (97) -- Other (4) -- -- ------------------------------------------------------------------------------- $(206) $(328) $ 462 =============================================================================== (1) Represents the effect of implementing the CICA handbook section 3870, "Stock-Based Compensation and Other Stock-Based Payments" in 2002, and section 3461, "Employee Future Benefits" in 2001. Future income tax balances are included in other assets (Note 8) and result from temporary differences between the tax basis of assets and liabilities and their carrying amounts on the balance sheet. -------------------------------------------------------------------------------- 99 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- The combined Canadian federal and provincial income tax rate varies each year according to changes in the statutory rates imposed by each of these jurisdictions and according to changes in the proportion of CIBC's business carried on in each province. CIBC is also subject to Canadian taxation on income of foreign branches. Earnings of foreign subsidiaries would generally only be subject to Canadian tax when distributed to Canada. Additional Canadian taxes that would be payable if all foreign subsidiaries' retained earnings were distributed to the Canadian parent are estimated at $92 million as at October 31, 2002 (2001: $84 million; 2000: $90 million). The effective rates of income tax in the consolidated statements of income are different from the combined Canadian federal and provincial income tax rate of 38.7% (2001: 41.6%; 2000: 42.9%) as set out below: -------------------------------------------------------------------------------- RECONCILIATION OF INCOME TAXES [Download Table] $ millions, for the years ended October 31 2002 2001 2000 -------------------------------------------------------------------------------- Combined Canadian federal and provincial income tax rate applied to income before income taxes $ 160 $ 764 $ 1,184 Income taxes adjusted for the effect of: Earnings of foreign subsidiaries (396) (654) (504) Tax-exempt income and gains (68) (81) (122) Federal large corporations tax 10 14 14 Temporary tax on capital -- -- 8 Earnings of domestic subsidiaries (1) 20 39 Future tax rate reductions 30 90 -- Other (14) (61) 22 -------------------------------------------------------------------------------- Income taxes in the consolidated statements of income $ (279) $ 92 $ 641 =============================================================================== During 2001, various proposed federal and provincial income tax rate decreases were passed into law, resulting in phased-in income tax reductions over a three- to four-year period. In 2002, CIBC recognized a $30 million charge (2001: $90 million) to income tax expense, thereby reducing its future income tax asset in recognition of the fact that temporary differences will reverse when the rates are lower. -------------------------------------------------------------------------------- SOURCES OF FUTURE INCOME TAX BALANCES [Download Table] $ millions, as at October 31 2002 2001(1) 2000(1) -------------------------------------------------------------------------------- Future income tax liability Lease receivables $ 939 $ 789 $ 816 Buildings and equipment -- -- 43 Pension and employee benefits -- -- 88 Undistributed earnings of foreign subsidiaries 91 73 320 Unrealized foreign currency translation gains 122 166 115 Goodwill 33 32 5 Other 16 102 98 ----------------------------------------------------------------------------- 1,201 1,162 1,485 ----------------------------------------------------------------------------- Future income tax asset Allowance for credit losses 1,006 901 757 Buildings and equipment 56 20 -- Pension and employee benefits 35 12 -- Unearned income 144 113 104 Investment revaluations 532 260 262 Tax loss carryforwards 547 20 5 Provisions 499 261 228 Deferred charges 107 137 123 Other 57 19 4 ----------------------------------------------------------------------------- 2,983 1,743 1,483 ----------------------------------------------------------------------------- Future income tax (asset) liability $(1,782) $ (581) $ 2 ============================================================================= (1) Certain comparative figures have been reclassified to conform with the presentation used in 2002. CIBC has not provided for a valuation allowance related to future income tax assets. Included in the above tax loss carryforwards amount is $447 million relating to losses in the U.S. operations in 2002 which expire in 20 years. In addition, as other future income tax assets naturally reverse into tax losses in the U.S., CIBC will have 20 years from the date such temporary differences become tax losses, to utilize them before they would begin to expire under current tax law. CIBC believes that, based on all available evidence, it is more likely than not that all of the future tax assets will be realized prior to their expiration. In this regard, CIBC has initiated various expense management initiatives, refocused its business activities and committed to provide additional capital which will generate additional income. -------------------------------------------------------------------------------- 100 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 19. EARNINGS PER SHARE As explained in Note 1, CIBC adopted the requirements of the CICA handbook section 3500, "Earnings Per Share," in 2002. The requirements of section 3500 were adopted retroactively and basic and diluted EPS for prior years were changed. As a result, CIBC's basic EPS was decreased by $0.01 and $0.02 for the years ended October 31, 2001 and 2000, respectively, and CIBC's diluted EPS was increased by $0.06 for the years ended October 31, 2001 and 2000. The following is a reconciliation of net income and share data used in the basic and diluted EPS computations for the years ended October 31: [Enlarge/Download Table] $ millions, except per share amounts, for the years ended October 31 2002 2001 2000 ----------------------------------------------------------------------------------------------------------------------------------- Basic EPS Net income $ 653 $ 1,686 $ 2,060 Preferred share dividends and premiums (165) (127) (133) ----------------------------------------------------------------------------------------------------------------------------------- Net income applicable to common shares $ 488 $ 1,559 $ 1,927 ----------------------------------------------------------------------------------------------------------------------------------- Weighted-average common shares outstanding (thousands) 360,553 372,305 388,951 ----------------------------------------------------------------------------------------------------------------------------------- Per share $ 1.37 $ 4.19 $ 4.95 =================================================================================================================================== Diluted EPS(1) Net income applicable to common shares $ 488 $ 1,559 $ 1,927 ----------------------------------------------------------------------------------------------------------------------------------- Weighted-average common shares outstanding (thousands) 360,553 372,305 388,951 ----------------------------------------------------------------------------------------------------------------------------------- Add: number of incremental shares(2) 2,674 5,502 3,970 ----------------------------------------------------------------------------------------------------------------------------------- Weighted-average diluted common shares outstanding (thousands) 363,227 377,807 392,921 =================================================================================================================================== Per share $ 1.35 $ 4.13 $ 4.90 =================================================================================================================================== (1) The computation of diluted EPS excludes average options outstanding of 3,676,586 with a weighted-average exercise price of $53.32; average options outstanding of 1,016,875 with a weighted- average exercise price of $52.57; and average options outstanding of 3,952,396 with a weighted-average exercise price of $39.66 for the years ended October 31, 2002, 2001 and 2000, respectively, as the options' exercise prices were greater than the average market price of CIBC's common shares. Also excluded from the computation are average options outstanding of 590,704 with a weighted-aver- age exercise price of $37.60; average options outstanding of 764,167 with a weighted-average exercise price of $37.60; and average options outstanding of 1,141,958 with a weighted-average exercise price of $35.87 for the years ended October 31, 2002, 2001 and 2000, respectively, as these options are performance based and the vesting criteria for these options had not been achieved. (2) The number of incremental shares is determined by computing a weighted average of the number of incremental shares included in each interim period. -------------------------------------------------------------------------------- 20. CAPITAL REQUIREMENTS CIBC's regulatory capital requirements are determined in accordance with guidelines issued by OSFI. The OSFI guidelines evolve from the framework of risk-based capital standards developed by the Bank for International Settlements (BIS). Total regulatory capital is the sum of Tier 1 and Tier 2 capital less certain deductions. Tier 1 capital consists of common shares, contributed surplus, retained earnings, non-cumulative preferred shares and non-controlling interests in subsidiaries, less goodwill and identified other intangible assets in excess of 5% of gross Tier 1 capital. Tier 2 capital consists of unamortized subordinated indebtedness, general allowance for credit losses to a maximum of 0.875% of risk-weighted assets, and non-cumulative preferred shares in excess of the regulatory maximum permitted for inclusion in Tier 1 capital. The concept of Tier 3 capital was created under the BIS standards in conjunction with the introduction of market risk capital requirements in January 1998. Specific qualifying guidelines with respect to Tier 3 capital have not been issued by OSFI. No Tier 3 capital has been issued by CIBC. Risk-weighted assets arising from credit risk are calculated by applying the weighting factors specified in OSFI guidelines to all balance sheet assets and off-balance sheet exposures. Risk-weighted assets reflecting market risk in the trading portfolio are calculated based on CIBC's value-at-risk simulation models approved by OSFI. Regulatory capital ratios are then determined by dividing Tier 1 and total regulatory capital by the calculated amount of risk-weighted assets. BIS standards require that banks maintain minimum Tier 1 and total capital ratios of 4% and 8%, respectively. OSFI has established that Canadian deposit-taking financial institutions should attain Tier 1 and total capital ratios of at least 7% and 10%, respectively, and that banks not exceed a maximum leverage ratio (or asset to capital multiple) of 20 times capital, unless otherwise approved. OSFI has approved a maximum leverage ratio for CIBC of 23 times capital. CIBC's capital ratios and leverage ratio are as follows: -------------------------------------------------------------------------------- CAPITAL AND LEVERAGE RATIOS [Download Table] $ millions, as at October 31 2002 2001 -------------------------------------------------------------------------------- Tier 1 capital $ 11,037 $ 11,749 Total regulatory capital $ 14,296 $ 15,600 Tier 1 capital ratio 8.7% 9.0% Total capital ratio 11.3% 12.0% Leverage ratio 18.3x 17.7x =============================================================================== -------------------------------------------------------------------------------- 21. RELATED-PARTY TRANSACTIONS In the ordinary course of business, CIBC provides normal banking services to affiliated companies on terms similar to those offered to non-related parties. Loans, at varied rates and terms, are made to directors, officers and employees. -------------------------------------------------------------------------------- AMOUNTS OUTSTANDING FROM DIRECTORS, OFFICERS AND EMPLOYEES [Download Table] $ millions, as at October 31 2002 2001 -------------------------------------------------------------------------------- Mortgage loans $1,144 $ 604 Personal loans 1,044 672 -------------------------------------------------------------------------------- $2,188 $1,276 ================================================================================ -------------------------------------------------------------------------------- 101 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- 22. FAIR VALUE OF FINANCIAL INSTRUMENTS The tables below present the fair value of both on- and off-balance sheet financial instruments of CIBC, based on the valuation approach set out below. Fair value represents management's estimate of the amount of cash value at which a financial instrument could be exchanged in an arm's length transaction between willing parties under no compulsion to act, carried out in the normal course of business. Fair value is best evidenced by a quoted market price, if one exists. Quoted market prices are not available for a significant portion of CIBC's balance sheet because of the lack of traded markets for certain instruments and also, where such markets do exist, they are not currently considered sufficiently liquid to be used as a basis for valuation. Where quoted markets exist and are considered sufficiently liquid to be used as a basis for fair value, these quoted prices are used to calculate fair value. Fair values for CIBC's trading portfolios are adjusted for bid-offer considerations, including consideration of concentration exposure where appropriate. In those instances where traded markets do not exist or are not sufficiently liquid, CIBC's measure of fair value is estimated, using a variety of valuation techniques and models. The results of these valuation techniques and models may vary from the ultimate net realizable value, even if market conditions were to remain unchanged. CIBC has an ongoing process of enhancing its valuation techniques and models. CIBC's techniques and models take into account the effect of changes in market rates, including market interest rates and credit quality, where CIBC is exposed to the credit risk of an issuer, borrower or counterparty. Both book and fair values of loans and loan commitments are affected by credit quality. In this regard, CIBC relies on its allowance for credit processes to simultaneously write down (but never up) both the book value and fair value of loans and to account for reductions in credit quality in loan commitments and other credit-related arrangements on which CIBC has credit exposure. This applies to impaired assets and assets not yet specifically identified as impaired through specific and general allowances, respectively. The specific allowance for credit losses is designed to write down the book value of impaired loans to the recoverable amounts and to account for any impairment on loan commitments and other credit-related arrangements. Recoverable amounts take into account the credit protection available to CIBC under guarantees, including protection purchased through credit derivatives. The general allowance for credit losses is similarly designed to write down the book value of loans to reflect losses inherent in the portfolio of loans (and commitments and other credit-related arrangements) that are not yet specifically identified as impaired. The recoverable amounts thus calculated and used for book value purposes already include the effect of credit quality in CIBC's measure of fair value and therefore no further adjustments are made. Both the book and fair values disclosed are net of all general and specific allowances for credit losses. The policy followed in setting allowances for credit losses is explained in Note 1. For changes in fair value due to interest rate risk on financial instruments where traded markets do not exist, the calculation of fair value for interest rate products is based on the difference between the original and current market interest rates for the same type of product using present value techniques. The actual cash flows based on the original interest rate are discounted using current market interest rates for the remaining term to the repricing or maturity date, whichever is earlier. The remaining term used is generally contractual. For this purpose, there is no adjustment to fair values for variable rate instruments. CIBC does not make additional adjustments to fair value for bid-offer considerations for its non-trading portfolios fair values. Due to the judgment used in applying a wide variety of acceptable valuation techniques and models, as well as the use of estimates that are inherent in this process, estimates of fair values of the same or similar assets may differ among financial institutions. The calculation of fair values is based on market conditions at October 31, 2002 and may not be reflective of future fair values. The fair values disclosed below exclude the values of assets that are not financial instruments. Excluded from this table are assets, such as land, buildings and equipment, as well as goodwill and other intangible assets, including customer relationships, which in management's opinion add significant value to CIBC. -------------------------------------------------------------------------------- FAIR VALUE OF FINANCIAL INSTRUMENTS [Enlarge/Download Table] 2002 2001 ----------------------------------------------------------------------------------------------------------------------------------- Fair value Fair value over (under) over (under) $ millions, as at October 31 Book value Fair value book value Book value Fair value book value ----------------------------------------------------------------------------------------------------------------------------------- Assets Cash resources $ 9,512 $ 9,512 $ -- $ 11,350 $ 11,350 $ -- Securities 65,292 65,963 671 74,794 75,507 713 Loans 153,089 154,252 1,163 155,640 156,963 1,323 Customers' liability under acceptances 6,848 6,848 -- 8,100 8,100 -- Other assets 5,819 5,819 -- 4,954 4,954 -- =================================================================================================================================== Liabilities Deposits $ 196,630 $ 197,449 $ 819 $ 194,352 $ 196,051 $ 1,699 Acceptances 6,878 6,878 -- 8,100 8,100 -- Obligations related to securities sold short 8,436 8,436 -- 11,213 11,213 -- Obligations related to securities lent or sold under repurchase agreements 9,615 9,615 -- 21,403 21,403 -- Other liabilities 7,483 7,483 -- 6,898 6,898 -- Subordinated indebtedness 3,627 3,904 277 3,999 4,354 355 =================================================================================================================================== Derivative financial instruments Net assets (liabilities) - held for trading $ (77) $ (77) $ -- $ (672) $ (672) $ -- - held for asset-liability management $ (87) $ (540) $ (453) $ 478 $ 942 $ 464 =================================================================================================================================== -------------------------------------------------------------------------------- 102 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- FAIR VALUE OF DERIVATIVE FINANCIAL INSTRUMENTS(1) [Enlarge/Download Table] 2002 Fair value 2001 Fair value ----------------------------------------------------------------------------------------------------------------------------------- $ millions, as at October 31 Positive Negative Net Positive Negative Net ----------------------------------------------------------------------------------------------------------------------------------- Held for trading purposes Interest rate products Forward rate agreements $ 38 $ 13 $ 25 $ 50 $ 43 $ 7 Swap contracts 16,662 15,186 1,476 15,794 14,206 1,588 Purchased options 1,028 -- 1,028 1,160 -- 1,160 Written options -- 1,289 (1,289) -- 1,357 (1,357) ---------------------------------------------------------------------------------------------------------------------------------- Total interest rate products 17,728 16,488 1,240 17,004 15,606 1,398 ---------------------------------------------------------------------------------------------------------------------------------- Foreign exchange products Forward contracts 1,080 878 202 1,674 1,474 200 Swap contracts 2,948 2,928 20 3,298 3,435 (137) Purchased options 168 -- 168 369 -- 369 Written options -- 181 (181) -- 287 (287) ---------------------------------------------------------------------------------------------------------------------------------- Total foreign exchange products 4,196 3,987 209 5,341 5,196 145 ---------------------------------------------------------------------------------------------------------------------------------- Credit derivatives(2) Swap contracts 49 5 44 35 50 (15) Purchased options 28 -- 28 79 -- 79 Written options -- 66 (66) -- 47 (47) ---------------------------------------------------------------------------------------------------------------------------------- Total credit derivatives 77 71 6 114 97 17 ---------------------------------------------------------------------------------------------------------------------------------- Equities(2)(3) 1,737 3,268 (1,531) 1,625 3,328 (1,703) ---------------------------------------------------------------------------------------------------------------------------------- Other(2)(4) 979 980 (1) 1,639 2,168 (529) ---------------------------------------------------------------------------------------------------------------------------------- Total held for trading 24,717 24,794 (77) 25,723 26,395 (672) ---------------------------------------------------------------------------------------------------------------------------------- Held for asset-liability management purposes Interest rate products Swap contracts 1,869 2,363 (494) 2,122 2,105 17 Purchased options 9 -- 9 2 -- 2 Written options -- 1 (1) -- 65 (65) ---------------------------------------------------------------------------------------------------------------------------------- Total interest rate products 1,878 2,364 (486) 2,124 2,170 (46) ---------------------------------------------------------------------------------------------------------------------------------- Foreign exchange products Forward contracts 152 228 (76) 49 236 (187) Swap contracts 109 298 (189) 418 105 313 Purchased options 1 -- 1 -- -- -- ---------------------------------------------------------------------------------------------------------------------------------- Total foreign exchange products 262 526 (264) 467 341 126 ---------------------------------------------------------------------------------------------------------------------------------- Credit derivatives(2) Swap contracts -- 1 (1) -- -- -- Purchased options 200 -- 200 -- -- -- Written options(5) -- 42 (42) -- -- -- ---------------------------------------------------------------------------------------------------------------------------------- Total credit derivatives 200 43 157 -- -- -- ---------------------------------------------------------------------------------------------------------------------------------- Equities(2)(3) 67 14 53 863 1 862 ---------------------------------------------------------------------------------------------------------------------------------- Total held for asset-liability management purposes 2,407 2,947 (540) 3,454 2,512 942 ---------------------------------------------------------------------------------------------------------------------------------- Total fair value 27,124 27,741 (617) 29,177 28,907 270 Less: impact of master netting agreements (18,932) (18,932) -- (20,014) (20,014) -- ---------------------------------------------------------------------------------------------------------------------------------- $ 8,192 $ 8,809 $ (617) $ 9,163 $ 8,893 $ 270 ================================================================================================================================== Average fair value of derivatives held for trading purposes(6) Interest rate products $ 14,173 $ 13,217 $ 956 $ 10,307 $ 9,469 $ 838 Foreign exchange products 4,876 4,506 370 6,980 7,269 (289) Credit derivatives(2) 97 78 19 184 106 78 Equities(2) 1,994 3,076 (1,082) 2,190 2,686 (496) Other(2) 953 1,518 (565) 2,136 2,572 (436) ---------------------------------------------------------------------------------------------------------------------------------- $ 22,093 $ 22,395 $ (302) $ 21,797 $ 22,102 $ (305) ================================================================================================================================== (1) As at October 31, 2002, deferred losses associated with derivative instruments used to hedge anticipated asset-liability management transactions (including firm commitments) were $7 million (2001: $23 million). (2) Reclassified from other in 2002. (3) Includes swaps and options. (4) Includes commodity forwards, swaps and options. (5) Reported as financial guarantees in Note 24. (6) Average fair values represent monthly averages. Methods and assumptions: on-balance sheet financial instruments Financial instruments with fair value equal to book value Due to their short-term maturity, and where CIBC considers any difference between fair value and book value to be insignificant, the fair values of certain on-balance sheet financial instruments are assumed to equal their book values. These categories include cash resources, customers' liability under acceptances, other assets, acceptances, obligations related to securities sold short, obligations related to securities sold under repurchase agreements and other liabilities. -------------------------------------------------------------------------------- 103 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS [Enlarge/Download Table] FAIR VALUE OF DERIVATIVE FINANCIAL INSTRUMENTS(1) 2002 Fair value 2001 Fair value ------------------------------------------------------------------------------------------------------------------- $ millions, as at October 31 Positive Negative Net Positive Negative Net ------------------------------------------------------------------------------------------------------------------- Held for trading purposes Interest rate products Forward rate agreements $ 38 $ 13 $ 25 $ 50 $ 43 $ 7 Swap contracts 16,662 15,186 1,476 15,794 14,206 1,588 Purchased options 1,028 -- 1,028 1,160 -- 1,160 Written options -- 1,289 (1,289) -- 1,357 (1,357) ------------------------------------------------------------------------------------------------------------------- Total interest rate products 17,728 16,488 1,240 17,004 15,606 1,398 ------------------------------------------------------------------------------------------------------------------- Foreign exchange products Forward contracts 1,080 878 202 1,674 1,474 200 Swap contracts 2,948 2,928 20 3,298 3,435 (137) Purchased options 168 -- 168 369 -- 369 Written options -- 181 (181) -- 287 (287) ------------------------------------------------------------------------------------------------------------------- Total foreign exchange products 4,196 3,987 209 5,341 5,196 145 ------------------------------------------------------------------------------------------------------------------- Credit derivatives(2) Swap contracts 49 5 44 35 50 (15) Purchased options 28 -- 28 79 -- 79 Written options -- 66 (66) -- 47 (47) ------------------------------------------------------------------------------------------------------------------- Total credit derivatives 77 71 6 114 97 17 ------------------------------------------------------------------------------------------------------------------- Equities(2)(3) 1,737 3,268 (1,531) 1,625 3,328 (1,703) ------------------------------------------------------------------------------------------------------------------- Other(2)(4) 979 980 (1) 1,639 2,168 (529) ------------------------------------------------------------------------------------------------------------------- Total held for trading 24,717 24,794 (77) 25,723 26,395 (672) ------------------------------------------------------------------------------------------------------------------- Held for asset-liability management purposes Interest rate products Swap contracts 1,869 2,363 (494) 2,122 2,105 17 Purchased options 9 -- 9 2 -- 2 Written options -- 1 (1) -- 65 (65) ------------------------------------------------------------------------------------------------------------------- Total interest rate products 1,878 2,364 (486) 2,124 2,170 (46) ------------------------------------------------------------------------------------------------------------------- Foreign exchange products Forward contracts 152 228 (76) 49 236 (187) Swap contracts 109 298 (189) 418 105 313 Purchased options 1 -- 1 -- -- -- ------------------------------------------------------------------------------------------------------------------- Total foreign exchange products 262 526 (264) 467 341 126 ------------------------------------------------------------------------------------------------------------------- Credit derivatives(2) Swap contracts -- 1 (1) -- -- -- Purchased options 200 -- 200 -- -- -- Written options(5) -- 42 (42) -- -- -- ------------------------------------------------------------------------------------------------------------------- Total credit derivatives 200 43 157 -- -- -- ------------------------------------------------------------------------------------------------------------------- Equities(2)(3) 67 14 53 863 1 862 ------------------------------------------------------------------------------------------------------------------- Total held for asset-liability management 2,407 2,947 (540) 3,454 2,512 942 Total fair value 27,124 27,741 (617) 29,177 28,907 270 ------------------------------------------------------------------------------------------------------------------- Less: impact of master netting agreements (18,932) (18,932) -- (20,014) (20,014) -- ------------------------------------------------------------------------------------------------------------------- $ 8,192 $ 8,809 $ (617) $ 9,163 $ 8,893 $ 270 =================================================================================================================== Average fair value of derivatives held for trading purposes(6) Interest rate products $ 14,173 $ 13,217 $ 956 $ 10,307 $ 9,469 $ 838 Foreign exchange products 4,876 4,506 370 6,980 7,269 (289) Credit derivatives(2) 97 78 19 184 106 78 Equities(2) 1,994 3,076 (1,082) 2,190 2,686 (496) Other(2) 953 1,518 (565) 2,136 2,572 (436) ------------------------------------------------------------------------------------------------------------------- $ 22,093 $ 22,395 $ (302) $ 21,797 $ 22,102 $ (305) =================================================================================================================== (1) As at October 31, 2002, deferred losses associated with derivative instruments used to hedge anticipated asset-liability management transactions (including firm commitments) were $7 million (2001: $23 million). (2) Reclassified from other in 2002. (3) Includes swaps and options. (4) Includes commodity forwards, swaps and options. (5) Reported as financial guarantees in Note 24. (6) Average fair values represent monthly averages. Methods and assumptions: on-balance sheet financial instruments Financial instruments with fair value equal to book value Due to their short-term maturity, and where CIBC considers any difference between fair value and book value to be insignificant, the fair values of certain on-balance sheet financial instruments are assumed to equal their book values. These categories include cash resources, customers' liability under acceptances, other assets, acceptances, obligations related to securities sold short, obligations related to securities sold under repurchase agreements and other liabilities. -------------------------------------------------------------------------------- 103 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Securities The fair values of securities are detailed in Note 3 and are based on quoted market prices where available; otherwise, fair values are estimated using quoted market prices for similar securities or other third-party evidence as available. The quoted market price used to value publicly traded equity securities, held for investment purposes, generally does not take into account any adjustments for resale restrictions that expire within one year, adjustments for liquidity or future expenses. For privately issued securities that have no reasonably liquid market, CIBC considers the fair value to be equal to book value. The book value of privately issued securities is adjusted to reflect other-than-temporary declines in value, including private market transactions that provide evidence of other-than-temporary impairment. Where private market transactions provide a new valuation level not incorporated in book values, this new level is used to determine fair value. Loans The fair values for variable-rate loans and those that reprice frequently are assumed to be equal to their book value. The fair value for fixed-rate loans is estimated, using a discounted cash flow calculation that uses market interest rates currently charged for loans with similar terms and credit risks. As noted above, the book value of loans is adjusted to take account of impaired assets and assets not yet specifically identified as impaired through the specific and general allowance categories, respectively. The fair value of loans is reduced by the fair value of credit derivatives held as credit protection against these loans. The fair value of these credit derivatives is disclosed separately. Mortgages The fair values of variable-rate mortgages are assumed to equal their book value. The fair values of fixed-rate mortgages are estimated, using a discounted cash flow calculation that uses market interest rates currently charged for mortgages with similar remaining terms. The valuation model used for mortgages takes into account prepayment optionality, as well as consumer behaviour, as appropriate. Deposit liabilities The fair values of floating-rate deposits and demand deposits are assumed to be equal to their book values. The fair values of fixed-rate deposits are determined by discounting the contractual cash flows, using market interest rates currently offered for deposits of similar terms. The fair values for deposit liabilities with embedded optionality (cashable option) include the value of those options. Subordinated debt The fair values are determined by reference to current market prices for the same or similar debt instruments. Methods and assumptions: off-balance sheet financial instruments Derivative instruments The fair values of derivatives are based on quoted market prices or dealer quotes, where available. Otherwise, fair values are estimated on the basis of pricing models that incorporate current market measures for interest rates, currency exchange rates, equity prices and indices, credit spreads, corresponding market volatility levels and other market-based pricing factors. For trading derivatives, fair value reflects a valuation adjustment for market, model and credit risks, as well as administrative costs, as appropriate. Specifically, credit risk adjustments are based on current and potential credit exposure and take into account both collateral and netting arrangements. Administrative cost adjustments reflect the expected future costs of processing by type of deal and term. Mortgage commitments The fair value of mortgage commitments is for fixed-rate mortgage commitments and is based on increases, if any, in market interest rates between the commitment and funding dates. The valuation model takes into account the expected probability that the outstanding commitments will be exercised. The fair value of these commitments is insignificant. Credit commitments Other commitments to extend credit are primarily variable rate and consequently, do not expose CIBC to interest rate risk, although they do expose CIBC to credit risk. These commitments generally contain provisions, whereby drawn credit commitments are priced based on the credit quality of the obligor at the date funds are drawn. As noted above, the credit exposure on loan commitments is included in CIBC's assessment of its specific and general allowances and hence, no further adjustments are made. 23. DERIVATIVE FINANCIAL INSTRUMENTS As explained in Note 1, in the normal course of business, CIBC utilizes various derivative instruments, which will limit or give rise to varying degrees and types of risk. Derivative products used by CIBC The majority of CIBC's derivative contracts are over-the-counter transactions that are privately negotiated between CIBC and a counterparty to the contract. The remainder, are transacted through organized and regulated exchanges and consist primarily of options and futures. Interest rate derivatives Forward rate agreements are over-the-counter contracts that effectively fix a future interest rate for a period of time. The agreement provides that at a predetermined future date, a cash settlement will be made between the counterparties based upon the difference between the contracted rate and a future market rate calculated on a specified notional principal amount. No exchange of principal amount takes place. Interest rate futures are standardized contracts transacted on an exchange. They are based upon an agreement to buy or sell a specified quantity of a financial instrument on a specified future date, at a contracted price. These contracts differ from forward contracts in that they are in standard amounts with standard settlement dates and are transacted on an exchange. Interest rate swaps are over-the-counter contracts in which two counter-parties agree to exchange interest cash flows over a period of time based on rates applied to a specified notional principal amount. A typical interest rate -------------------------------------------------------------------------------- 104 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- swap would require one counterparty to pay a fixed market interest rate in exchange for a variable market interest rate determined from time to time with both sets of cash flows calculated on the same notional principal. No exchange of principal amount takes place. Interest rate options are contracts in which one party (the purchaser of an option) acquires from another party (the writer of an option) in exchange for a premium, the right, but not the obligation, either to buy or sell, on a specified future date or within a specified time, a specified financial instrument at a contracted price. The underlying financial instrument will have a market price that is sensitive to changes in interest rates. In managing its interest rate exposure, CIBC acts both as a writer and purchaser of these options. Options are transacted both over-the-counter and through exchanges. Foreign exchange derivatives Foreign exchange forwards are contracts in which one counterparty contracts with another to exchange a specified amount of one currency for a specified amount of a second currency, at a future date or range of dates. Foreign exchange futures contracts are similar in mechanics to forward contracts but differ in that they are in standard amounts with standard settlement dates and are transacted on an exchange. Swap contracts comprise foreign exchange swaps and cross currency interest rate swaps. Foreign exchange swaps are transactions in which a foreign currency is simultaneously purchased in the spot market and sold in the forward market, or vice-versa. Cross currency interest rate swaps are transactions in which counterparties exchange principal and interest flows in different currencies over a period of time. These contracts are used to manage both currency and interest rate exposures. Credit derivatives Credit derivatives are over-the-counter contracts designed to transfer the credit risk in an underlying financial instrument (usually termed a reference asset) from one counterparty to another. The most common credit derivatives are credit default swaps (referred to as option contracts) and total return swaps (referred to as swap contracts). In option contracts, an option purchaser acquires credit protection on a reference asset or group of assets from an option writer in exchange for a premium. The credit protection compensates the option purchaser for any deterioration in value of the reference asset upon the occurrence of certain credit events such as bankruptcy or failure to pay. Settlement may be cash based or physical in requiring the delivery of the reference asset to the option writer. In swap contracts, one counterparty agrees to pay or receive from the other cash amounts based on changes in the value of a reference asset or group of assets. Equity derivatives Equity index futures are standardized contracts transacted on an exchange. They are based on an agreement to pay or receive a cash amount based on the difference between the contracted price level of an underlying stock index and its corresponding market price level at a specified future date. There is no actual delivery of stocks that comprise the underlying index. These contracts are in standard amounts with standard settlement dates. Equity swaps are over-the-counter contracts in which one counterparty agrees to pay or receive from the other cash amounts based on changes in the value of a stock index, a basket of stocks or a single stock. Equity options give the purchaser of the option, for a premium, the right but not the obligation to buy from or sell to the writer of an option, an underlying equity index, basket of stocks or single stock at a contracted price. Other derivative products CIBC also transacts in other derivative products including commodity derivatives such as precious metal and energy-related products in both over-the-counter and exchange markets. Notional amounts The table below presents the notional amounts of derivative instruments. The notional amounts are not recorded as assets or liabilities on the consolidated balance sheets as they represent the face amount of the contract to which a rate or price is applied to determine the amount of cash flows to be exchanged. Notional amounts represent the volume of outstanding transactions and do not represent the potential gain or loss associated with market risk or credit risk of such instruments. As at October 31, 2002, the notional amounts of derivatives held for trading purposes were $1,141 billion (2001: $1,115 billion), or 87% of total notional amounts (2001: 88%). The notional amounts of derivatives held for asset-liability management were $173 billion (2001: $154 billion), or 13% of total notional amounts (2001: 12%). -------------------------------------------------------------------------------- 105 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS [Enlarge/Download Table] NOTIONAL AMOUNTS Residual term to contractual maturity Analysed by use -------------------------------------- --------------------------------------------- 2002 Total Under 3 to 12 1 to Over notional 2002 2001 $ millions, as at October 31 3 months months 5 years 5 years amounts Trading ALM(1) Trading ALM(1) ---------------------------------------------------------------------------------------------------------------------------------- Interest rate products Over-the-counter Forward rate agreements $ 25,735 $ 12,137 $ 2,548 $ -- $ 40,420 $ 40,420 $ -- $ 36,528 $ -- Swap contracts 87,827 136,272 308,814 161,367 694,280 574,514 119,766 530,856 116,120 Purchased options 6,779 8,568 20,545 6,552 42,444 40,868 1,576 42,889 4,854 Written options 4,796 11,198 23,292 7,060 46,346 46,315 31 53,772 -- --------------------------------------------------------------------------------------------------------------------------------- 125,137 168,175 355,199 174,979 823,490 702,117 121,373 664,045 120,974 --------------------------------------------------------------------------------------------------------------------------------- Exchange traded Futures contracts 26,179 64,693 17,515 130 108,517 101,540 6,977 117,326 6,565 Purchased options 2,504 3,675 2,961 -- 9,140 9,140 -- 7,719 -- Written options 3,291 6,452 4,828 -- 14,571 14,571 -- 8,686 -- --------------------------------------------------------------------------------------------------------------------------------- 31,974 74,820 25,304 130 132,228 125,251 6,977 133,731 6,565 --------------------------------------------------------------------------------------------------------------------------------- Total interest rate products 157,111 242,995 380,503 175,109 955,718 827,368 128,350 797,776 127,539 --------------------------------------------------------------------------------------------------------------------------------- Foreign exchange products Over-the-counter Forward contracts 92,084 34,946 6,789 45 133,864 105,184 28,680 111,050 9,693 Swap contracts 3,318 10,373 27,864 25,634 67,189 58,121 9,068 57,697 12,704 Purchased options 2,349 2,740 2,277 197 7,563 7,095 468 9,879 554 Written options 2,034 2,704 1,638 319 6,695 6,695 -- 10,115 -- --------------------------------------------------------------------------------------------------------------------------------- 99,785 50,763 38,568 26,195 215,311 177,095 38,216 188,741 22,951 --------------------------------------------------------------------------------------------------------------------------------- Exchange traded Futures contracts 76 -- -- -- 76 76 -- 251 -- --------------------------------------------------------------------------------------------------------------------------------- Total foreign exchange products 99,861 50,763 38,568 26,195 215,387 177,171 38,216 188,992 22,951 --------------------------------------------------------------------------------------------------------------------------------- Credit derivatives(2) Over-the-counter Swap contracts 94 131 1,439 127 1,791 1,791 -- 1,269 -- Purchased options 5,992 1,849 11,599 2,283 21,723 18,370 3,353 24,783 127 Written options(3) 15,191 1,577 16,751 639 34,158 33,961 197 25,485 32 --------------------------------------------------------------------------------------------------------------------------------- Total credit derivatives 21,277 3,557 29,789 3,049 57,672 54,122 3,550 51,537 159 --------------------------------------------------------------------------------------------------------------------------------- Equities(2)(4) Over-the-counter 9,610 13,275 20,631 3,971 47,487 46,384 1,103 34,417 3,727 Exchange traded 13,599 3,952 1,488 -- 19,039 17,730 1,309 21,467 -- --------------------------------------------------------------------------------------------------------------------------------- Total equities 23,209 17,227 22,119 3,971 66,526 64,114 2,412 55,884 3,727 --------------------------------------------------------------------------------------------------------------------------------- Other(2)(5) Over-the-counter 2,719 3,962 7,957 3,026 17,664 17,664 -- 19,956 -- Exchange traded 421 404 218 11 1,054 1,054 -- 728 -- --------------------------------------------------------------------------------------------------------------------------------- Total other 3,140 4,366 8,175 3,037 18,718 18,718 -- 20,684 -- --------------------------------------------------------------------------------------------------------------------------------- $304,598 $318,908 $479,154 $211,361 $1,314,021 $1,141,493 $172,528 $1,114,873 $154,376 ================================================================================================================================= (1) ALM: asset-liability management. (2) Reclassified from other in 2002. (3) ALM written options are reported as financial guarantees in Note 24. (4) Includes futures, swaps and options. (5) Includes commodity forwards, futures, swaps and options. Risk Market risk Derivative instruments, in the absence of any compensating upfront cash payments, generally have no market value at inception. They obtain value, positive or negative, as relevant interest rates, exchange rates, equity, commodity or credit prices or indices change, such that the previously contracted derivative transactions have become more or less favourable than what can be negotiated under current market conditions for contracts with the same remaining period to expiry. The potential for derivatives to increase or decrease in value as a result of the foregoing factors is generally referred to as market risk. The market risks arising through trading activities are managed in order to mitigate risk, where appropriate, and with a view to maximize trading revenue. To further manage risks, CIBC may enter into contracts with other market makers or may undertake cash market hedges. There is no correlation between the high notional values of contracts to which CIBC is a party and the net market and credit risks to which CIBC is exposed. Credit risk Credit risk arises from the potential for a counterparty to default on its contractual obligations and the risk that prevailing market conditions are such that CIBC would incur a loss in replacing the defaulted transaction. CIBC limits the credit risk of derivatives traded over-the-counter by dealing with counterparties that are creditworthy and by actively pursuing risk mitigation opportunities through the use of multi-product master netting agreements, collateral and other credit mitigation techniques. Credit risk on exchange traded futures and options is limited as these transactions are standardized contracts executed on established exchanges that assume the obligations of counterparties, and are subject to initial margins and daily settlement of variation margins. Written options generally have no credit risk if the counterparty has already performed in accordance with the terms of the contract through an upfront payment of the premium. Written options will however have some credit risk to the extent of any unpaid premiums. The table below summarizes the credit exposure of CIBC arising from derivative instruments. The current replacement cost is the estimated -------------------------------------------------------------------------------- 106 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS cost of replacement of all contracts which have a positive market value, representing an unrealized gain to CIBC. The replacement cost of an instrument is dependent upon its terms relative to prevailing market prices, and will fluctuate as market prices change and as the derivative approaches its scheduled maturity. The credit equivalent amount is the sum of the current replacement cost and the potential credit exposure. The potential credit exposure is an estimate of the amount that the current replacement cost could increase over the remaining term of each transaction, based on a formula prescribed by OSFI. OSFI prescribes a standard measure of counterparty credit risk to be applied to the credit equivalent amount to arrive at the risk-weighted amount. This is presently used in determining the regulatory capital requirements for derivatives. CIBC negotiates master netting agreements with counterparties with which it has significant credit risk through derivatives activities. Such agreements provide for the simultaneous close out and netting of all transactions with a counterparty in an event of default. An increasing number of these agreements also provide for the exchange of collateral between parties in the event that the mark-to-market value of outstanding transactions between the parties exceeds an agreed threshold. Such agreements are used both to accommodate business with less creditworthy counterparties, as well as to help contain the build-up of credit exposure resulting from multiple deals with more active counterparties. [Enlarge/Download Table] ------------------------------------------------------------------------------------- CREDIT RISK 2002 ------------------------------------------------------------------------------------- Current replacement cost Credit Risk- ----------------------------- equivalent weighted $ millions, as at October 31 Trading ALM Total amount amount ------------------------------------------------------------------------------------- Interest rate products Forward rate agreements $ 38 $ -- $ 38 $ 51 $ 13 Swap contracts 16,662 1,869 18,531 22,400 6,011 Purchased options 1,028 9 1,037 1,238 345 ------------------------------------------------------------------------------------- 17,728 1,878 19,606 23,689 6,369 ------------------------------------------------------------------------------------- Foreign exchange products Forward contracts 1,080 152 1,232 2,550 804 Swap contracts 2,948 109 3,057 6,510 1,691 Purchased options 168 1 169 348 124 ------------------------------------------------------------------------------------- 4,196 262 4,458 9,408 2,619 ------------------------------------------------------------------------------------- Credit derivatives(1) (2) Swap contracts 49 -- 49 191 92 Purchased options 28 -- 28 1,360 541 ------------------------------------------------------------------------------------- 77 -- 77 1,551 633 ------------------------------------------------------------------------------------- Equities(1)(3) 1,737 67 1,804 4,033 1,342 ------------------------------------------------------------------------------------- Other(1)(4) 979 -- 979 2,737 1,246 ------------------------------------------------------------------------------------- 24,717 2,207 26,924 41,418 12,209 Less: impact of master netting agreements (18,932) -- (18,932) (24,402) (6,733) ------------------------------------------------------------------------------------- $ 5,785 $2,207 $ 7,992 $ 17,016 $ 5,476 ===================================================================================== 2001 ------------------------------------------------------------------------------------- Current replacement cost Credit Risk- ---------------------------- equivalent weighted $ millions, as at October 31 Trading ALM Total amount amount ------------------------------------------------------------------------------------- Interest rate products Forward rate agreements $ 50 $ -- $ 50 $ 71 $ 22 Swap contracts 15,794 2,122 17,916 21,562 5,844 Purchased options 1,160 2 1,162 1,383 397 ------------------------------------------------------------------------------------- 17,004 2,124 19,128 23,016 6,263 ------------------------------------------------------------------------------------- Foreign exchange products Forward contracts 1,674 49 1,723 3,086 961 Swap contracts 3,298 418 3,716 7,012 1,867 Purchased options 369 -- 369 598 201 ------------------------------------------------------------------------------------- 5,341 467 5,808 10,696 3,029 ------------------------------------------------------------------------------------- Credit derivatives(1) (2) Swap contracts 35 -- 35 155 77 Purchased options 79 -- 79 1,907 705 ------------------------------------------------------------------------------------- 114 -- 114 2,062 782 ------------------------------------------------------------------------------------- Equities(1)(3) 1,625 863 2,488 4,217 1,351 ------------------------------------------------------------------------------------- Other(1)(4) 1,639 -- 1,639 3,571 1,657 ------------------------------------------------------------------------------------- 25,723 3,454 29,177 43,562 13,082 Less: impact of master netting agreements (20,014) -- (20,014) (24,516) (7,010) ------------------------------------------------------------------------------------- $ 5,709 $3,454 $ 9,163 $ 19,046 $ 6,072 ===================================================================================== (1) Reclassified from other in 2002. (2) ALM credit derivative purchased options, with a replacement cost of $200 million, are given guarantee treatment for credit risk capital purposes, and are excluded from the table above. (3) Includes swaps and options. (4) Includes commodity forwards, swaps and options. 107 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 24. CREDIT-RELATED ARRANGEMENTS Credit-related arrangements are off-balance sheet instruments and are typically entered into to meet the financing needs of customers or to facilitate international trade. CIBC's policy of requiring collateral or other security to support credit-related arrangements and the types of security held is generally the same as for loans. The contract amounts shown below for credit-related arrangements represent the maximum amount of additional credit that CIBC could be obligated to extend. The contract amounts also represent the credit risk amounts should the contracts be fully drawn down, the counterparties default and any collateral held proves to be of no value. As many of these arrangements will expire or terminate without being drawn upon, the contract amounts are not necessarily indicative of future cash requirements or credit risk. [Download Table] Contract amounts ------------------------ $ millions, as at October 31 2002 2001 -------------------------------------------------------------------------------- Lines of credit(1) $ 97,992 $103,569 Direct credit substitutes: Financial guarantees(2) 7,345 7,570 Securities lent 17,510 16,283 Transaction-related contingencies 1,696 1,464 Documentary letters of credit 185 217 Other(3) 367 310 -------------------------------------------------------------------------------- $125,095 $129,413 ================================================================================ (1) Includes irrevocable lines of credit totalling $76,972 million (2001: $83,896 million) of which $63,805 million (2001: $64,383 million) will expire in one year or less, and excludes lines of credit for credit cards as the lines are short term in nature and are revocable at CIBC's discretion. (2) Includes credit derivatives - written options of $197 million (2001: $32 million), which have also been reported as derivatives in Note 23. (3) Includes forward asset purchases. Lines of credit are undrawn lending facilities that have been approved by CIBC to meet the business requirements of customers. The majority of such commitments are of a general nature with annual review provisions and/or various conditions for drawdown. The credit risk associated with undrawn lending facilities arises from the possibility that a commitment may be drawn down as a loan. Therefore, a lending commitment is subject to the same credit review process as a loan. The amount of collateral obtained, if deemed necessary by CIBC, is based on management's credit evaluation of the borrower and may include a charge over present and future assets of the borrower. Direct credit substitutes include guarantees or equivalent instruments, such as standby letters of credit which back financial obligations of the customer. Also included as direct credit substitutes are securities lent against collateral. The credit risk associated with direct credit substitutes is essentially the same as that involved in extending loan commitments to customers. The amount of collateral obtained, if deemed necessary by CIBC, is based on management's credit evaluation of the borrower and may include a charge over present and future assets of the borrower. Transaction-related contingencies are guarantees, which back particular performance obligations rather than customers' financial obligations. Examples of transaction-related contingencies are performance bonds, warranties and indemnities. Documentary letters of credit are short-term instruments issued on behalf of a customer, authorizing a third party, such as an exporter, to draw drafts on CIBC up to a specified amount, subject to specific terms and conditions. CIBC is at risk for any drafts drawn that are not ultimately settled by the customer, however the amounts drawn are collateralized by the related goods. 25. CONCENTRATION OF CREDIT RISK Concentrations of credit exposure may arise with a group of counterparties which have similar economic characteristics or that are located in the same geographic region. The ability of such counterparties to meet contractual obligations would be similarly affected by changing economic, political or other conditions. The amounts of foreign and domestic credit exposure associated with CIBC's on-balance sheet financial instruments are summarized in the table "Geographic Distribution of Major Assets" in Note 26. The amounts of credit exposure associated with CIBC's off-balance sheet financial instruments are summarized in the table below. [Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------------------------- CREDIT EXPOSURE 2002 2001 ---------------------------------------------------------------------------------------------------------------------------------- United Other United Other $ millions, as at October 31 Canada States countries Total Canada States countries Total ---------------------------------------------------------------------------------------------------------------------------------- Credit-related arrangements(1) Lines of credit $51,950 $36,998 $ 9,044 $ 97,992 $40,994 $55,563 $ 7,012 $103,569 Other credit-related arrangements 19,937 4,214 2,952 27,103 16,853 6,036 2,955 25,844 ---------------------------------------------------------------------------------------------------------------------------------- $71,887 $41,212 $11,996 $125,095 $57,847 $61,599 $ 9,967 $129,413 ================================================================================================================================== Derivative instruments(2)(3) By counterparty type Financial institutions $ 2,834 $ 9,435 $10,647 $ 22,916 $ 3,738 $ 9,830 $10,771 $ 24,339 Governments 962 10 3 975 1,060 8 5 1,073 Other 1,250 1,160 623 3,033 1,757 1,400 608 3,765 ---------------------------------------------------------------------------------------------------------------------------------- 5,046 10,605 11,273 26,924 6,555 11,238 11,384 29,177 Less: impact of master netting agreements (3,453) (8,090) (7,389) (18,932) (4,157) (8,567) (7,290) (20,014) ---------------------------------------------------------------------------------------------------------------------------------- Total derivative instruments $ 1,593 $ 2,515 $ 3,884 $ 7,992 $ 2,398 $ 2,671 $ 4,094 $ 9,163 ================================================================================================================================== (1) Credit-related arrangements are allocated based on the location in which they are recorded. (2) Derivative instruments are allocated based on the location of ultimate risk. (3) ALM credit derivative purchased options, with a replacement cost of $200 million, are given guarantee treatment for credit risk capital purposes, and are excluded from the table above. -------------------------------------------------------------------------------- 108 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 26. SEGMENTED INFORMATION During the year, CIBC merged most of the businesses within Electronic Commerce and Retail and Small Business Banking into a new business line, CIBC Retail Markets. Amicus (previously part of Electronic Commerce) became a separate business line, and Technology and Operations became a part of Corporate and Other. In addition, asset management moved from private client investment to wealth products, both within CIBC Wealth Management. As a result, CIBC is organized into four business lines that are segmented on the basis of products and services provided or delivery channels used. The four business lines are: CIBC Retail Markets, CIBC Wealth Management, CIBC World Markets, and Amicus. These business lines are supported by four functional groups which form Corporate and Other: Treasury, Balance Sheet and Risk Management (TBRM); Administration; Technology and Operations; and Corporate Development. Comparative figures have been reclassified to reflect the new management reporting structure. CIBC Retail Markets provides financial services and products to personal and small business customers in Canada. These services are offered through CIBC's Canadian branch network and through electronic channels, such as telephone banking, internet banking and ABMs. The business line's suite of products comprises personal and small business loans, card products, mortgages and insurance. The business line also manages the payments business (chequing, savings and current accounts) for which revenue and expenses are allocated to all the customer segments. It also has an approximate 44% equity investment in FCIB. FCIB was formed on October 11, 2002 as a result of the combination of the Caribbean retail, corporate and international banking operations of CIBC and Barclays Bank PLC. CIBC Wealth Management is focused on providing relationship-based advisory sales, service and product solutions to the full spectrum of wealth building clients. The business delivers a wide selection of investment products and services - full-service brokerage in Canada and the U.S., discount brokerage, asset management, global private banking and trust, and a broad selection of investment and credit services through its branch-based sales force. CIBC World Markets is a full-service investment bank, active throughout North America, with niche capabilities in the U.K. and Asia. Amicus comprises the co-branded retail electronic banking businesses, including President's Choice Financial (Loblaw Companies Limited), Marketplace Bank (Winn-Dixie Stores, Inc.), Safeway SELECT Bank (Safeway Inc.) and the non-branch ABM business. As previously announced, CIBC decided to close its U.S. electronic banking operations and focus on further developing its electronic banking operations in Canada. Corporate and Other comprises the four functional groups - TBRM; Administration; Technology and Operations; and Corporate Development -as well as CIBC Mellon's custody business and other revenue and expense items not directly attributable to the business lines. TBRM revenue, expenses and balance sheet (including capital) items are allocated to the business lines through a combination of funds transfer pricing and revenue, expense and balance sheet (including capital) allocation models. TBRM is responsible for CIBC's overall balance sheet (including capital) and risk measurement, monitoring and control. As well, TBRM's integrated Treasury Division provides CIBC-wide asset-liability, funding, liquidity and cash collateral management. Activities of the functional groups on behalf of CIBC as a whole are included in Corporate and Other. Expenses of these groups are generally allocated to the business lines. -------------------------------------------------------------------------------- 109 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS [Enlarge/Download Table] RESULTS BY BUSINESS LINE CIBC CIBC CIBC Retail Wealth World Corporate CIBC $ millions, for the years ended October 31 Markets Management Markets Amicus and Other Total ----------------------------------------------------------------------------------------------------------------------------------- 2002 Net interest income (TEB)(1) $ 3,855 $ 609 $ 850 $ 110 $ 197 $ 5,621 Non-interest income 1,600 1,816 1,951 120 44 5,531 Intersegment revenue(2) (576) 368 212 -- (4) -- Total revenue (TEB)(1) 4,879 2,793 3,013 230 237 11,152 ----------------------------------------------------------------------------------------------------------------------------------- Provision for credit losses 418 -- 1,062 20 -- 1,500 Non-interest expenses 2,773 2,557 2,459 585 241 8,615 Restructuring charge 58 (6) 59 366 37 514 ----------------------------------------------------------------------------------------------------------------------------------- Income (loss) before taxes and non-controlling interests 1,630 242 (567) (741) (41) 523 Income taxes 436 66 (415) (273) 18 (168) Non-controlling interests 23 -- (8) -- 23 38 ----------------------------------------------------------------------------------------------------------------------------------- Net income (loss) $ 1,171 $ 176 $ (144) $ (468) $ (82) $ 653 =================================================================================================================================== Average assets(3) $144,585 $ 27,315 $115,410 $ 5,200 $ -- $292,510 =================================================================================================================================== 2001 Net interest income (TEB)(1) $ 3,510 $ 561 $ 323 $ 62 $ 237 $ 4,693 Non-interest income 1,441 1,404 3,525 93 150 6,613 Intersegment revenue(2) (562) 351 218 (7) -- -- Total revenue (TEB)(1) 4,389 2,316 4,066 148 387 11,306 ----------------------------------------------------------------------------------------------------------------------------------- Provision for credit losses 396 -- 694 10 -- 1,100 Non-interest expenses 2,653 1,887 2,667 538 274 8,019 Restructuring charge 32 33 63 40 39 207 ----------------------------------------------------------------------------------------------------------------------------------- Income (loss) before taxes and non-controlling interests 1,308 396 642 (440) 74 1,980 Income taxes 362 85 (177) (166) 132 236 Non-controlling interests 29 -- 11 -- 18 58 ----------------------------------------------------------------------------------------------------------------------------------- Net income (loss) $ 917 $ 311 $ 808 $ (274) $ (76) $ 1,686 ----------------------------------------------------------------------------------------------------------------------------------- Average assets(3) $131,406 $ 22,918 $121,969 $ 2,505 $ -- $278,798 =================================================================================================================================== 2000 Net interest income (TEB)(1) $ 3,259 $ 576 $ 407 $ 25 $ 146 $ 4,413 Non-interest income 1,443 1,837 4,138 55 324 7,797 Intersegment revenue(2) (559) 328 236 (5) -- -- ----------------------------------------------------------------------------------------------------------------------------------- Total revenue (TEB)(1) 4,143 2,741 4,781 75 470 12,210 Provision for credit losses 679 1 286 4 250(4) 1,220 Non-interest expenses 2,539 2,104 2,938 290 256 8,127 ----------------------------------------------------------------------------------------------------------------------------------- Restructuring charge 1 (11) -- -- (21) (31) Income (loss) before taxes and non-controlling interests 924 647 1,557 (219) (15) 2,894 Income taxes 211 213 410 (90) 28 772 Non-controlling interests 26 -- 24 -- 12 62 ----------------------------------------------------------------------------------------------------------------------------------- Net income (loss) $ 687 $ 434 $ 1,123 $ (129) $ (55) $ 2,060 =================================================================================================================================== Average assets(3) $124,969 $ 19,307 $117,900 $ 642 $ 301 $263,119 =================================================================================================================================== (1) Taxable equivalent basis (TEB). Net interest income includes tax-exempt income on certain securities. Since this income is not taxable to CIBC, the rate of interest or dividend received by CIBC is significantly lower than would apply to a loan of the same amount. As the impact of tax-exempt income varies from year to year, such income has been adjusted to a taxable equivalent basis to permit uniform measurement and comparison of net interest income. An equal and offsetting adjustment is made to increase the provision for income taxes. This is the measure reviewed by CIBC's management. (2) Intersegment revenue represents internal sales commissions and revenue allocations under the Manufacturer/Customer Segment/Distributor Management Model. (3) Assets are disclosed on an average basis as this measure is most relevant to a financial institution and is the measure reviewed by CIBC's management. (4) Represents an increase in the general allowance for credit losses. Results for CIBC's operating segments are based on CIBC's internal financial reporting systems that are maintained on a taxable equivalent basis and adjusted to be consistent with systems utilized in the preparation of CIBC's consolidated financial statements. The assets and liabilities of the segments are transfer priced, using a funding methodology that best reflects their nature and term, at wholesale market rates. Non-interest expenses are matched against the revenue to which they relate. Indirect expenses are allocated to the segments based on appropriate criteria. To measure and report the results of operations of the four business lines, CIBC utilizes the Manufacturer/Customer Segment/Distributor Management Model that was developed in 2000. Under this model, internal payments for sales commissions and distribution service fees are made among the business lines. As well, revenue and expenses relating to certain activities are fully allocated to the other business lines. In addition, the revenue, expenses and balance sheet items (including capital) of the four functional groups are generally allocated to the four business lines. This model allows management to better understand the economics of CIBC's customer segments, products and delivery channels. The model utilizes certain estimates and allocation methodologies in the preparation of segmented financial information. These estimates and methodologies may be refined from time to time and restatement of various periods may occur. In 2001, CIBC refined certain estimates and allocation methodologies underlying the model. Key changes included refinements to customer -------------------------------------------------------------------------------- 110 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS segmentation and cost recovery methodologies. These changes primarily affected Imperial Service in the CIBC Wealth Management business line and both personal banking and small business banking in the CIBC Retail Markets business line. Prior year segmented financial information has been reclassified. Each year, the sales and service fees paid to segments for certain products are renegotiated among the business lines. Prior year financial information has not been reclassified to reflect these fee changes. Revenue Revenue for each of the business lines is summarized as follows: -------------------------------------------------------------------------------- REVENUE BY BUSINESS LINE(1) (TEB) [Download Table] $ millions, for the years ended October 31 2002 2001 2000 -------------------------------------------------------------------------------- CIBC Retail Markets Personal banking $ 1,126 $ 993 $ 952 Small business banking 720 661 681 West Indies 448 281 268 Cards 1,241 1,128 936 Lending products 582 634 624 Mortgages 623 479 332 Insurance 72 50 245 Other 67 163 105 -------------------------------------------------------------------------------- 4,879 4,389 4,143 -------------------------------------------------------------------------------- CIBC Wealth Management Imperial Service 667 627 558 Private client investment 1,320 977 1,280 Global private banking and trust 127 145 191 Wealth products 643 486 663 Other 36 81 49 -------------------------------------------------------------------------------- 2,793 2,316 2,741 -------------------------------------------------------------------------------- CIBC World Markets Capital markets 1,288 1,534 1,516 Investment banking and credit products 1,115 1,474 1,723 Merchant banking 198 569 1,021 Commercial banking 446 481 491 Other (34) 8 30 -------------------------------------------------------------------------------- 3,013 4,066 4,781 -------------------------------------------------------------------------------- Amicus 230 148 75 -------------------------------------------------------------------------------- Corporate and Other 237 387 470 -------------------------------------------------------------------------------- Total(2) $11,152 $11,306 $12,210 ================================================================================ (1) Revenue includes the impact of internal sales commissions and revenue allocations under the Manufacturer/Customer Segment/Distributor Management Model. (2) A TEB adjustment of $111 million (2001: $144 million; 2000: $131 million) must be deducted from this table to reconcile combined segment revenue to reported revenue of $11,041 million (2001: $11,162 million; 2000: $12,079 million) in the consolidated statements of income. CIBC Retail Markets Personal banking is the individual customer segment (customers other than those in Imperial Service and global private banking and trust). Revenue is earned from commission and service fees paid by CIBC's product groups, primarily the investments, deposits, mortgages and lending products businesses. Small business banking is the customer segment supporting small owner-operated businesses, including owners' personal holdings. Revenue is earned from commission and service fees paid by CIBC's product groups, primarily the investments, deposits, mortgages and lending products businesses. West Indies prior to October 11, 2002, when FCIB was formed, was a full-service banking operation in eight countries, servicing all customer segments through a 42-branch network and electronic delivery channels. Revenue was earned on net interest spreads, and sales and service fees. FCIB was formed as a result of the combination of the Caribbean retail, corporate and international banking operations of CIBC and Barclays Bank PLC. After the formation of FCIB, revenue represents CIBC's earnings from its approximate 44% equity investment in FCIB. Cards comprises a portfolio of credit cards. Revenue is earned through spreads and fees. Lending products comprises personal (including student loans), small business and agricultural lending portfolios. Revenue is earned through net interest spreads and service fees, less internal commissions paid to the customer segments. Mortgages includes both residential and commercial mortgages. Revenue is earned through spreads, fees, mortgage sales and hedging activities, less internal commissions paid to the customer segments. Insurance provides creditor insurance products. Revenue comprises earned premiums less claims plus investment income. Other includes electronic and self-service banking, and the allocation of a portion of treasury revenue. CIBC Wealth Management Imperial Service is the customer segment offering financial advice to CIBC's affluent clients. Specially trained financial advisers support the financial planning and product fulfillment needs of these clients. Revenue is earned primarily from sales and service fees paid by CIBC's product groups. Private client investment generates fees and commissions from full-service retail brokerage, providing equity and debt investments, mutual fund products, asset management services and advisory and financial planning services to individuals in Canada and the U.S. Global private banking and trust provides a comprehensive range of global solutions, including investment management, trusts, private banking and global custody, to meet the financial management needs of individuals, families and corporations with significant financial resources. Revenue is earned from net interest spreads, fees and commissions. Wealth products includes mutual funds, investment management services, GICs and discount brokerage services. These investment products are developed and distributed to retail, institutional, small business and Imperial Service customers. Revenue is earned from net interest spreads, fees and commissions. Other consists primarily of the allocation of a portion of treasury revenue. CIBC World Markets Capital markets operates trading, sales and research businesses serving institutional, corporate and government clients across North America and around the world. Revenue is generated from fees, commissions, spread-based income and from taking proprietary positions within prescribed risk parameters. Investment banking and credit products provides advisory services and underwriting of debt, credit and equity for corporate and government clients across North America and around the world. Revenue is earned from fees relating to merger and acquisition services, underwriting activities, advisory services, and loan syndications. In addition, net interest is earned on spreads on corporate loans. 111 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Merchant banking makes investments to create, grow and recapital-ize companies across a variety of industries. Revenue is generated from fees, interest and dividends earned on investments and from gains or losses associated with these investments. Commercial banking originates financial solutions centred around credit products for medium-sized businesses in Canada. Revenue is generated from interest, fees and service charges. Other includes the allocation of a portion of treasury revenue, net of unallocated funding charges; CEF Capital, an affiliated Asian merchant bank holding company; and other revenue not directly attributed to the main businesses listed above. Geographic distribution CIBC earns revenue and incurs expenses from domestic and foreign activities, and has domestic and foreign assets from which income is earned. Assets are allocated based on the location of ultimate risk, while net income (loss) and related income taxes are allocated based on the geographic location in which income is recorded. The geographic distribution of net income (loss) and major assets are set out in the following tables. Included in the geographic distribution of major assets are loans and acceptances, net of allowance for credit losses, totalling $160 billion, and no industry or foreign jurisdiction accounts for more than 10% of this amount, except for the U.S. which accounts for 13% of the total amount outstanding. [Enlarge/Download Table] ------------------------------------------------------------------------------------------------------------------- GEOGRAPHIC DISTRIBUTION OF NET INCOME (LOSS) United West Other $ millions, for the years ended October 31 Canada States Indies countries Total ------------------------------------------------------------------------------------------------------------------- 2002 Net interest income $ 4,421 $ 347 $ 522 $ 220 $ 5,510 Non-interest income 3,388 655 1,210 278 5,531 ------------------------------------------------------------------------------------------------------------------- Total revenue 7,809 1,002 1,732 498 11,041 Provision for credit losses 540 827 -- 133 1,500 Non-interest expenses 5,732 2,787 210 400 9,129 ------------------------------------------------------------------------------------------------------------------- Income (loss) before taxes and non-controlling interests 1,537 (2,612) 1,522 (35) 412 Income taxes 590 (1,109) 269 (29) (279) Non-controlling interests 23 (8) 23 -- 38 ------------------------------------------------------------------------------------------------------------------- Net income (loss) $ 924 $(1,495) $ 1,230 $ (6) $ 653 =================================================================================================================== 2001 Net interest income $ 3,468 $ (5) $ 770 $ 316 $ 4,549 Non-interest income 3,247 2,183 866 317 6,613 ------------------------------------------------------------------------------------------------------------------- Total revenue 6,715 2,178 1,636 633 11,162 Provision for credit losses 476 620 9 (5) 1,100 Non-interest expenses 5,093 2,591 191 351 8,226 ------------------------------------------------------------------------------------------------------------------- Income (loss) before taxes and non-controlling interests 1,146 (1,033) 1,436 287 1,836 Income taxes 536 (686) 195 47 92 Non-controlling interests 12 11 35 -- 58 ------------------------------------------------------------------------------------------------------------------- Net income (loss) $ 598 $ (358) $ 1,206 $ 240 $ 1,686 =================================================================================================================== 2000 Net interest income $ 2,957 $ 119 $ 772 $ 434 $ 4,282 Non-interest income 4,032 2,827 867 71 7,797 ------------------------------------------------------------------------------------------------------------------- Total revenue 6,989 2,946 1,639 505 12,079 Provision for credit losses 1,034 166 21 (1) 1,220 Non-interest expenses 4,918 2,632 185 361 8,096 ------------------------------------------------------------------------------------------------------------------- Income before taxes and non-controlling interests 1,037 148 1,433 145 2,763 Income taxes 428 22 220 (29) 641 Non-controlling interests 12 24 26 -- 62 ------------------------------------------------------------------------------------------------------------------- Net income $ 597 $ 102 $ 1,187 $ 174 $ 2,060 =================================================================================================================== -------------------------------------------------------------------------------- 112 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS GEOGRAPHIC DISTRIBUTION OF MAJOR ASSETS(1) [Enlarge/Download Table] $ millions, as at September 30 and October 31 2002 2001 2000 -------------------------------------------------------------------------------------------- Canada $ 171,083 $ 174,031 $ 157,493 United States 57,450 66,329 66,079 -------------------------------------------------------------------------------------------- Europe United Kingdom 5,811 6,432 6,862 France 3,049 3,637 3,731 Germany 6,367 6,626 6,469 Other European countries 9,684 10,413 9,173 -------------------------------------------------------------------------------------------- 24,911 27,108 26,235 -------------------------------------------------------------------------------------------- Latin America 334 535 510 -------------------------------------------------------------------------------------------- West Indies 1,823 5,088 4,776 -------------------------------------------------------------------------------------------- Asia and Pacific Japan 1,878 1,889 2,072 Hong Kong 870 985 1,172 Australia 230 346 439 Other Asian and Pacific countries 636 770 1,348 -------------------------------------------------------------------------------------------- 3,614 3,990 5,031 -------------------------------------------------------------------------------------------- Middle East and Africa 171 568 1,041 -------------------------------------------------------------------------------------------- General allowance for credit losses(2) -- (1,250) (1,250) -------------------------------------------------------------------------------------------- Major assets(1) 259,386 276,399 259,915 Other assets 13,835 11,097 8,975 -------------------------------------------------------------------------------------------- Total assets as at September 30(3) 273,221 287,496 268,890 Net change in October(3) 72 (22) (1,188) -------------------------------------------------------------------------------------------- Total assets as at October 31 $ 273,293 $ 287,474 $ 267,702 ============================================================================================ Canadian currency(4) $ 172,979 $ 178,895 $ 161,393 Foreign currencies $ 100,314 $ 108,579 $ 106,309 ============================================================================================ (1) Major assets consist of cash, loans, securities, deposits with banks, customers' liability under acceptances, and derivative instruments market valuation, after deduction of allowance for credit losses. (2) Pursuant to an OSFI guideline issued in October 2001, the general allowance has been allocated to geographic regions in 2002. Prior to 2002, the general allowance was not allocated. (3) The information presented here is compiled for regulatory purposes and reported on a calendar quarter basis. Significant movement in October has been assigned to the appropriate geographic regions. (4) For purposes of presentation, the general allowance for credit losses has been entirely applied to Canadian dollar-based-lending. 27. COMMITMENTS AND CONTINGENT LIABILITIES Long-term commitments for leases CIBC has obligations under non-cancellable leases for buildings and equipment. Future minimum lease payments for all lease commitments for each of the five succeeding years and thereafter are as follows: -------------------------------------------------------------------------------- LEASE COMMITMENTS(1)(2)(3) [Download Table] $ millions -------------------------------------------------------------------------------- 2003 $ 423 2004 396 2005 335 2006 286 2007 223 2008 and thereafter 1,038 ================================================================================ (1) Total rental expense in respect of buildings and equipment charged to the consolidated statements of income was $487 million (2001: $412 million; 2000: $428 million). (2) Includes future minimum lease commitments under sale-leaseback amounting to $54 million in 2003, $51 million in 2004, $51 million in 2005, $50 million in 2006, $49 million in 2007 and $171 million in 2008 and thereafter. (3) Includes $168 million relating to one of CIBC's premises in New York. These premises were sublet, with the commencement date effective November 2002. Other commitments and contingent liabilities In the ordinary course of business, securities and other assets are pledged against liabilities or used to facilitate certain activities. The table presents the details of notional amounts pledged. -------------------------------------------------------------------------------- PLEDGED ASSETS [Download Table] $ millions, as at October 31 2002 2001 -------------------------------------------------------------------------------- Foreign governments and central banks(1) $ 2,757 $ 3,937 Clearing systems, payment systems and depositories(1) 728 680 Margins for exchange traded futures and options, and collateralized derivative transactions 1,977 3,033 Collateral related to securities borrowed, securities sold short and securities lent or sold under repurchase agreements 21,316 36,607 -------------------------------------------------------------------------------- $26,778 $44,257 ================================================================================ (1) Includes assets pledged in order to participate in clearing and payment systems and depositories or to have access to the facilities of central banks in foreign jurisdictions. CIBC and in some cases certain of its affiliates have been named as defendants in five Enron related actions along with, among others, commercial and/or investment banks, certain current and former Enron officers and directors, lawyers and accountants. Three of those cases are putative class actions brought on behalf of individuals who purchased Enron or NewPower securities. The remaining two actions were brought by purchasers of Marlin -------------------------------------------------------------------------------- 113 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS Water Trust notes issued by an Enron special purpose entity. CIBC believes that each of these lawsuits filed against CIBC and its affiliates is without merit and intends to defend each of these actions vigorously. Additionally, CIBC and certain of its affiliates have received inquiries and requests for information from various regulatory and governmental agencies and a U.S. Senate committee regarding certain transactions and business relationships with Enron and its affiliates. CIBC will continue to cooperate fully with these authorities and with such other agencies and authorities as may request information. In addition to the matters described above, CIBC and its subsidiaries are party to legal proceedings in the ordinary course of their businesses. Management does not expect the outcome of any of these proceedings, individually or in the aggregate, to have a material adverse effect on the consolidated financial position or results of the bank's operations. -------------------------------------------------------------------------------- 28. RECONCILIATION OF CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES CIBC's consolidated financial statements are prepared in accordance with Canadian GAAP, including the accounting requirements of OSFI. Set out below are more significant differences which would result if U.S. GAAP were applied in the preparation of the consolidated financial statements. [Enlarge/Download Table] ---------------------------------------------------------------------------------------------------------------------------------- CONDENSED CONSOLIDATED BALANCE SHEETS 2002 2001(1) ---------------------------------------------------------------------------------------------------------------------------------- Canadian U.S. Canadian U.S. $ millions, as at October 31 GAAP Adjustments GAAP GAAP(2) Adjustments GAAP(2) ---------------------------------------------------------------------------------------------------------------------------------- ASSETS Cash resources $ 9,512 $ 308 $ 9,820 $ 11,350 $ -- $ 11,350 Securities Securities held for investment 20,583 (20,583) -- 22,849 (22,849) -- Securities available for sale -- 19,666 19,666 -- 23,650 23,650 Securities held for trading 44,628 52 44,680 51,798 50 51,848 Loan substitute securities 81 (81) -- 147 (147) -- Loans 153,089 1,661 154,750 155,640 -- 155,640 Other Derivative instruments market valuation 24,717 1,385 26,102 25,723 2,066 27,789 Customers' liability under acceptances 6,848 -- 6,848 8,100 -- 8,100 Land, buildings and equipment 2,247 -- 2,247 1,769 -- 1,769 Goodwill 1,078 (73) 1,005 400 -- 400 Other intangible assets 297 -- 297 228 -- 228 Other assets 10,213 2,631 12,844 9,470 165 9,635 ---------------------------------------------------------------------------------------------------------------------------------- $ 273,293 $ 4,966 $ 278,259 $ 287,474 $ 2,935 $ 290,409 ================================================================================================================================== LIABILITIES AND SHAREHOLDERS' EQUITY Deposits $ 196,630 $ 2,052 $ 198,682 $ 194,352 $ 273 $ 194,625 Other Derivative instruments market valuation 24,794 1,818 26,612 26,395 588 26,983 Acceptances 6,878 -- 6,878 8,100 -- 8,100 Obligations related to securities sold short 8,436 779 9,215 11,213 -- 11,213 Obligations related to securities lent or sold under repurchase agreements 9,615 -- 9,615 21,403 -- 21,403 Other liabilities 10,980 329 11,309 10,112 877 10,989 Subordinated indebtedness 3,627 (7) 3,620 3,999 150 4,149 Shareholders' equity Preferred shares 3,088 -- 3,088 2,299 -- 2,299 Common shares 2,842 (11) 2,831 2,827 -- 2,827 Contributed surplus 26 -- 26 -- -- -- Retained earnings 6,377 (427) 5,950 6,774 4 6,778 Accumulated other comprehensive income -- 433 433 -- 1,043 1,043 ---------------------------------------------------------------------------------------------------------------------------------- $ 273,293 $ 4,966 $ 278,259 $ 287,474 $ 2,935 $ 290,409 ================================================================================================================================== (1) Restated. (2) Certain comparative figures have been reclassified to conform with the presentation used in 2002. -------------------------------------------------------------------------------- 114 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS CONDENSED CONSOLIDATED STATEMENTS OF INCOME [Enlarge/Download Table] $ millions, except per share amounts, for the years ended October 31 2002 2001(1)(2) 2000(2) ------------------------------------------------------------------------------------- Net income as reported $ 653 $ 1,686 $ 2,060 ------------------------------------------------------------------------------------- Provision for credit losses (123) -- -- Non-interest income Trading activities 2 (8) 35 Equity accounting adjustments (60) (56) (31) Impairment measurements -- (18) -- Other 123 -- -- Derivative instruments and hedging activities Transitional provision -- 183 -- Current year adjustments (635) 87 -- Non-interest expenses Employee future benefits (17) (98) (67) Restructuring charge -- -- (216) Stock-based compensation (39) (9) (28) Lease termination costs -- (50) 50 Income taxes and net change in income taxes due to the above items 275 (16) 110 ------------------------------------------------------------------------------------- (474) 15 (147) ------------------------------------------------------------------------------------- Net income based on U.S. GAAP 179 1,701 1,913 Preferred share dividends and premiums (165) (121) (128) ------------------------------------------------------------------------------------- Net income applicable to common shares based on U.S. GAAP $ 14 $ 1,580 $ 1,785 ===================================================================================== Weighted-average common shares outstanding (thousands) 360,553 372,305 388,951 Add: number of incremental shares(3) 3,654 3,477 1,279 ------------------------------------------------------------------------------------- Weighted-average diluted common shares outstanding (thousands) 364,207 375,782 390,230 ===================================================================================== Basic EPS $ 0.05 $ 4.24 $ 4.59 Diluted EPS $ 0.05 $ 4.20 $ 4.57 ===================================================================================== (1) Restated. (2) Adjusted for the retroactive application of equity accounting due to additional interests acquired in the investments during 2002. (3) It is assumed that 80% of average options outstanding will be exercised for shares while the remaining 20% will be exercised as SARs. Comprehensive income Statement of Financial Accounting Standard (SFAS) 130, "Reporting Comprehensive Income," requires that a statement of comprehensive income be displayed with the same prominence as other financial statements. Comprehensive income, which incorporates net income, includes all changes in equity during a period, except those resulting from investments by, and distributions to, owners. There is no requirement to disclose comprehensive income under Canadian GAAP. CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME [Download Table] $ millions, for the years ended October 31 2002 2001(1) 2000 -------------------------------------------------------------------------------- Net income based on U.S. GAAP $ 179 $ 1,701 $ 1,913 -------------------------------------------------------------------------------- Other comprehensive income, net of tax Change in foreign currency translation adjustments(2) 2 38 8 Change in net unrealized losses on securities available for sale(3)(4) (115) (1,119) (637) Change in net unrealized (losses) gains on hedges of securities available for sale -- (51) 51 Derivative instruments and hedging activities Transitional provision(5) -- (17) -- Change in unrealized (losses) gains(5) (485) 499 -- Change in additional pension obligation(6) (12) -- -- -------------------------------------------------------------------------------- Total other comprehensive income (610) (650) (578) ================================================================================ Comprehensive income $(431) $ 1,051 $ 1,335 ================================================================================ (1) Restated. (2) Net of income tax (expense) benefit of $(107) million (2001: $323 million; 2000: $179 million). (3) Net of income tax benefit of $1 million (2001: $690 million; 2000: $414 million). (4) Net of reclassification adjustments for net realized gains included in net income of $70 million (2001: $819 million; 2000: $1,063 million). (5) Net of income tax benefit (expense) of $306 million (2001: $(303) million; 2000: nil). (6) Net of income tax benefit of $6 million (2001: nil; 2000: nil). -------------------------------------------------------------------------------- ACCUMULATED OTHER COMPREHENSIVE INCOME [Download Table] $ millions, as at or for the years ended October 31 2002 2001(1) 2000 -------------------------------------------------------------------------------- Accumulated other comprehensive income net of tax Unrealized foreign currency translation gains $ 42 $ 40 $ 2 Unrealized gains on securities available for sale 406 521 1,640 Unrealized gains on hedges of available-for-sale securities -- -- 51 Unrealized (losses) gains on derivatives designated as hedges (3) 482 -- Additional pension obligation (12) -- -- -------------------------------------------------------------------------------- Balance at end of year $433 $1,043 $1,693 ================================================================================ (1) Restated. A. 2001 Restatement In 2002, CIBC concluded that in 2001 it did not meet all of the hedge accounting criteria in SFAS 133 for certain of our derivative instruments, notwithstanding that all of these instruments were designated as hedges and highly effective in achieving their intended purpose from an economic point of view. Consequently, CIBC has revised the 2001 U.S. GAAP results. Net income has increased by $90 million (income before tax increased by $154 million); both basic and diluted EPS increased by $0.24; other comprehensive income has decreased by $148 million; deposits has increased by $100 million; other liabilities has decreased by $42 million; and shareholders' equity has decreased by $58 million. -------------------------------------------------------------------------------- 115 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS B. Securities available for sale Under Canadian GAAP, securities held for investment are carried at cost or at amortized cost. U.S. GAAP requires these securities to be classified as either securities held to maturity or as securities available for sale. The accounting for securities held to maturity is consistent with the accounting for securities held for investment, while securities available for sale are reported at estimated fair value with unrealized gains and losses recognized in other comprehensive income. U.S. GAAP also requires the following additional disclosures: -------------------------------------------------------------------------------- SECURITIES AVAILABLE FOR SALE [Download Table] $ millions, for the years ended October 31 2002 2001 2000 -------------------------------------------------------------------------------- Proceeds from sales $35,651 $17,527 $12,587 Gross realized gains $ 1,083 $ 1,058 $ 1,137 Gross realized losses $ 167 $ 36 $ 26 ================================================================================ C. Provision and allowance for credit losses Under Canadian GAAP, the existence of credit protection on loan balances from the purchases of credit derivatives is considered when determining the provision for credit losses. Amounts recoverable from credit default swaps are included in allowance for credit losses. Under U.S. GAAP, credit derivatives are recognized at fair value. In addition, under Canadian GAAP, loss on sale of performing loans is included in other non-interest income. Loss on sale of impaired loans is included in allowance for credit losses. Under U.S. GAAP, loss on sale of loans is included in allowance for credit losses, unless the decline is due to a change in general market level of interest or foreign exchange rates. As a result of these classification differences, provision for credit losses increased by $123 million and other non-interest income increased by $123 million in 2002. D. Trading activities Under Canadian GAAP, CIBC records certain valuation adjustments to trading securities to reflect resale restrictions that expire within one year or adjustments for liquidity. Under U.S. GAAP, these valuation adjustments are not permitted. E. Equity accounting adjustments Under Canadian GAAP, CIBC accounts for merchant banking investments on a cost basis. U.S. GAAP requires the use of equity method to account for such investments when the equity interest is between 20% and 50%. In addition, under Canadian GAAP, investments accounted for by the cost method are not restated retroactively to the equity method when the investor acquires an additional interest in the business. U.S. GAAP requires retroactive application of the equity method. As a result of the retroactive application, 2001 and 2000 net income decreased by $21 million and $18 million, respectively (income before tax decreased by $28 million and $31 million, respectively), and securities decreased by $59 million and $31 million, respectively. Under Canadian GAAP, certain of CIBC's investments in limited partnerships are accounted for on a cost basis. CIBC records an impairment loss on these investments when there is evidence of an other-than-temporary decline in their value. U.S. GAAP requires the use of the equity method to account for such investments when the equity interest is more than minor. F. Impairment measurements Under Canadian GAAP, CIBC records securities held for investment at cost, less amounts for impairment of carrying values deemed to be other-than-temporary in nature. When an other-than-temporary impairment has occurred on a publicly traded available-for-sale security, CIBC records the security at expected realizable value. Under U.S. GAAP, when an other-than-temporary impairment has occurred on a publicly traded available-for-sale security, it requires the establishment of a new cost basis for the security, equal to its quoted market price at the time impairment is determined to be other-than-temporary. G. Derivative instruments and hedging activities Effective November 1, 2000, CIBC adopted the new U.S. standard on accounting for derivative instruments and hedging activities. This standard requires that all derivative instruments, including derivative instruments embedded in financial instruments that are not clearly and closely related to the economic characteristics of the underlying host financial instruments, be recognized at fair value in the consolidated financial statements. Under Canadian GAAP, derivatives used for trading purposes are already carried at fair value on the consolidated balance sheets with changes in fair value reflected in current earnings. However, as explained more fully in Note 1, under Canadian GAAP, gains and losses on both securities and derivative instruments used for hedging purposes, are recognized in the income statement on the same basis and in the same period as the underlying hedged items. Thus, while there is no difference in accounting between Canadian and U.S. GAAP in respect of derivatives held for trading purposes, there are significant differences in accounting in respect of derivatives held for hedging purposes. The accounting under U.S. GAAP for changes in the fair value of derivatives held for hedging purposes depends on their intended use. For fair value hedges, the effective portion of changes in fair value of derivative instruments is offset in income against the change in fair value, attributed to the risk being hedged, of the underlying hedged asset, liability or firm commitment. For cash flow hedges, the effective portion of changes in fair value of derivative instruments is offset through other comprehensive income, until the variability in cash flows being hedged is recognized in earnings in future accounting periods. For both fair value and cash flow hedges, if a derivative instrument is designated as a hedge and meets the criteria for hedge effectiveness, earnings offset is available, but only to the extent that the hedge is effective. The ineffective portion of the change in fair value of a qualifying derivative instrument hedge is always recognized in current earnings for both fair value and cash flow hedges. In addition, cash (on-balance sheet) financial instruments do not, in most cases, qualify as hedging instruments under U.S. GAAP. In order to qualify for hedge accounting offsets, the U.S. accounting standard requires that extensive documentation be maintained and that hedge effectiveness tests prescribed by that standard be met at both the inception of a hedge relationship and on a periodic, ongoing basis. In this regard, CIBC has elected, for operational and cost considerations, not to designate certain derivatives as hedges for U.S. GAAP accounting purposes, even though these hedges are highly effective for economic purposes. In addition, the U.S. accounting standard disallows the use of cash instrument hedges and certain credit derivative hedges of loans and loan commitments are difficult to qualify for hedge accounting, even though such hedges are also highly effective for economic purposes. In consequence, -------------------------------------------------------------------------------- 116 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS in respect of accounting for hedging activities, the U.S. GAAP reported earnings may exhibit significant volatility in any given period. Upon adoption of this standard on November 1, 2000, CIBC recorded a pre-tax income of $183 million as a transitional adjustment. H. Employee future benefits Under Canadian GAAP, prior to November 1, 2000, CIBC recognized the pension costs when services were rendered by employees, with the corresponding obligation valued using management's best estimate of the long-term rate of return on assets, while the costs of other post-retirement benefits were expensed when paid. Under U.S. GAAP, it requires both pension and other post-retirement benefits be recognized in the period services are rendered by employees and the related obligations be valued using current market rates. As explained in Note 15, effective November 1, 2000, CIBC retroactively adopted the requirements of the CICA handbook section 3461, "Employee Future Benefits," which substantially harmonized Canadian and U.S. GAAP. CIBC continues to recognize certain unamortized actuarial losses and transitional obligations that resulted from the application of U.S. GAAP on a prospective basis. As a result, there will continue to be an adjustment to income until amounts, previously deferred under U.S. GAAP, have been fully amortized into income. Under Canadian GAAP, an entity's accrued benefit asset is limited to the amount it can realize in the future by applying any surplus to reduce an entity's contributions. The valuation allowance is not included under U.S. GAAP resulting in an adjustment to income which is all recognized in 2002. In addition, for defined benefit plans, U.S. GAAP requires that the unfunded accumulated benefit obligation be recorded as additional minimum liability and the excess of the unfunded accumulated benefit obligation over the unrecognized prior service cost be recorded in other comprehensive income. I. Restructuring charge Prior to November 1, 2000, when CIBC adopted "Employee Future Benefits," under Canadian GAAP, a liability for special termination benefits pursuant to a restructuring required that management approve a plan of termination. U.S. GAAP differed from Canadian GAAP for years prior to November 1, 2000, as it also required that, prior to the date of the financial statements, the termination benefit arrangements be communicated to employees. This U.S. GAAP condition was not met for $216 million of CIBC's 1999 restructuring charge until 2000, resulting in a timing difference for the recognition of the restructuring charge under Canadian and U.S. GAAP. The principles of Canadian and U.S. GAAP have since been harmonized. J. Stock-based compensation CIBC adopted the expense recognition provisions of SFAS 123, "Accounting for Stock-Based Compensation," effective November 1, 2001. The impact of this change in accounting policy is the same as under Canadian GAAP (as detailed in Note 14) except as it relates to SARs outstanding as of the date of adoption. Under Canadian GAAP, the cost of SARs is measured assuming that all options eligible for SARs are exercised as SARs. Under U.S. GAAP, for SARs granted prior to the date of adoption of SFAS 123, the Financial Accounting Standards Board (FASB) Interpretation No. 28, "Accounting for SARs and Other Variable Stock Option or Award Plans," continues to apply under which the accrual is determined as an estimate (based on past experience) of the proportion of stock options expected to be exercised for cash. Upon its acquisition by CIBC in 2001, TAL settled all its outstanding employee stock options in cash. Under Canadian GAAP, the cash settlement of these variable stock options was charged to retained earnings. Under U.S. GAAP, Accounting Principles Board (APB) Opinion No. 25, "Accounting for Stock Issued to Employees," requires this settlement payment to be charged to income. K. Lease termination costs Prior to October 31, 2000, CIBC made the decision to consolidate its leased premises in New York and move out of existing premises within three years. Under Canadian GAAP, all future net costs related to pre-existing leases are recognized as an expense in the period when the decision is made to stop using the pre-existing leased property. Under U.S. GAAP, future net costs related to pre-existing leased property that will no longer be used cannot be recognized as an expense until a confirming event occurs, in this case, the signing of a sub-lease, which occurred in 2001. L. Income taxes Under Canadian GAAP, tax rate changes are reflected in the measurement of the future income tax balances when they are substantively enacted. Under U.S. GAAP, only the enacted tax rates under current legislation are required to be used. M. Pro-forma disclosures SFAS 123 requires pro-forma disclosure of net income and EPS as if the fair value-based method had been applied for awards granted subsequent to 1995. The fair value-based method requires that the cost of SARs is measured assuming that all options eligible for SARs are exercised as SARs. Had the fair value-based method been used for awards granted subsequent to 1995 until October 31, 2001, U.S. GAAP net income in 2002 would have been decreased by $21 million (2001: $37 million; 2000: $52 million) and basic and diluted EPS reduced by $0.06 (2001: $0.10; 2000: $0.13). N. Special purpose entities Under Canadian GAAP, CIBC is required to consolidate certain SPEs when CIBC has control and has the right and ability to obtain future economic benefits from the SPE and is exposed to the related risks. U.S. GAAP requires consolidation of SPEs when CIBC is the sponsor and there is insufficient third-party equity. As a result, certain SPEs are consolidated under U.S. GAAP. O. Non-cash collateral Under Canadian GAAP, non-cash collateral received from securities lending is not recognized in the financial statements. Under U.S. GAAP, certain non-cash collateral received in securities lending transactions is recognized as an asset, and a liability is recorded for obligations to return the collateral. P. Netting of financial instruments Under Canadian GAAP, two or more separate financial instruments can be presented on a net basis if certain criteria are met. In addition to the same criteria, under U.S. GAAP, only financial instruments with the same party can be presented on a net basis. -------------------------------------------------------------------------------- 117 CIBC ANNUAL REPORT 2002
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS -------------------------------------------------------------------------------- Q. Future U.S. accounting policy changes CIBC will be required to adopt the following accounting standards for U.S. GAAP purposes in future years. In August 2001, the FASB issued SFAS 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," which supercedes FASB No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of." Under SFAS 144, long-lived assets classified as held for sale should be measured at the lower of their carrying amount or fair value less cost to sell. SFAS 144 requires operating losses from discontinued operations to be reported in future periods, as incurred. In addition, a component of an entity may qualify to be reported as a discontinued operation. CIBC adopted the provisions of SFAS 144 as of November 1, 2002. Adoption of SFAS 144 will primarily affect CIBC if and when qualifying future business dispositions occur. In June 2002, the FASB issued SFAS 146, "Accounting for Costs Associated with Exit or Disposal Activities." The standard requires a liability to be recognized for costs associated with exit or disposal activities when they are incurred rather than the date upon which a company commits to an exit plan. This standard is effective for exit or disposal activities that are initiated after December 31, 2002. In June 2002, the FASB issued an exposure draft "Consolidation of Certain Special-Purpose Entities." The exposure draft addresses the application of consolidation policies and disclosure requirements of SPEs. CIBC is monitoring the status of this exposure draft and the potential impact on its consolidated financial statements is not yet determinable. In June 2002, the FASB issued an exposure draft "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others." The exposure draft requires a guarantor to recognize a liability for the fair value of the obligations it has undertaken in issuing the guarantee, and elaborates on the disclosures to be made by a guarantor. CIBC is monitoring the status, and its potential impact on the consolidated financial statements is not yet determinable. -------------------------------------------------------------------------------- 29. FUTURE CANADIAN ACCOUNTING POLICY CHANGES CIBC will be required to adopt the following accounting standards for Canadian GAAP purposes in future years: In November 2001, the CICA issued AcG 13, "Hedging Relationships," which will be effective for CIBC beginning fiscal 2004. AcG 13 addresses the identification, designation, documentation and effectiveness of hedging relationships for the purposes of applying hedge accounting. In addition, it establishes conditions for applying hedge accounting and deals with the discontinuance of hedge accounting. Under the new guideline, CIBC is required to document its hedging relationships and explicitly demonstrate that the hedges are sufficiently effective in order to continue accrual accounting for derivatives hedging certain positions. Otherwise, the derivative instrument will need to be marked-to-market through the current year's consolidated statements of income. The impact of implementing this guideline in CIBC's consolidated financial statements is not yet determinable. In August 2002, the CICA issued a draft guideline "Consolidation of Special-Purpose Entities." The guideline establishes principles for determining when an entity includes the assets, liabilities and results of activities of an SPE in its consolidated financial statements. CIBC uses SPEs to securitize its own assets, provide clients access to liquidity in the commercial paper market through CIBC administered conduits and as an intermediary, and to structure SPE transactions for clients. CIBC is monitoring the status of this draft guideline, and its potential impact on the consolidated financial statements is not yet determinable. -------------------------------------------------------------------------------- 118 CIBC ANNUAL REPORT 2002

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5/25/3521
5/25/3321
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5/25/2921
10/31/142140-F
4/30/1323
2/26/1321
10/29/1223
8/14/1221
4/30/1223
10/23/1121
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4/30/1123
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5/19/0821
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8/22/0521
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5/12/0521424B5,  8-A12B
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7/31/0423
3/10/0421
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5/18/0321
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11/1/021449
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