e6vk
SECURITIES AND EXCHANGE COMMISSION
FORM 6-K
Report of Foreign Issuer
Pursuant to Rule 13a-16 or 15d-16 of
the Securities Exchange Act of 1934
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For the month of July, 2006
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Commission File Number: 1-14678 |
CANADIAN IMPERIAL BANK OF COMMERCE
(Translation of registrants name into English)
Commerce Court
Toronto, Ontario
Canada M5L 1A2
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of
Form 20-F or Form 40-F:
Form 20-F o Form 40-F þ
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(1): o
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by
Regulation S-T Rule 101(b)(7): o
Indicate by check mark whether by furnishing the information contained in this form, the
registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g 3-2(b)
under the Securities Exchange Act of 1934:
Yes o No þ
The information contained in this Form 6-K is incorporated by reference into the Registration
Statements on Form F-3 File No. 333-104577 and Form S-8 File nos. 333-130283 and 333-09874.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned, thereto duly authorized.
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CANADIAN IMPERIAL BANK OF COMMERCE
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Date: July 28, 2006 |
By: |
/s/ Francesca Shaw
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Name: |
Francesca Shaw |
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Title: |
Senior Vice-President |
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By: |
/s/ Shuaib Shariff
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Name: |
Shuaib Shariff |
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Title: |
Vice-President |
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Item 5 of Form F-3 filed with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934
INTRODUCTION
Canadian Imperial Bank of Commerce (CIBC) produces quarterly and annual reports, which are
submitted to the U.S. Securities and Exchange Commission (SEC) under Form 6-K and Form 40-F,
respectively. These reports are prepared in accordance with Canadian generally accepted accounting
principles (GAAP). SEC regulations require certain additional disclosure to be included in
registration statements relating to offerings of securities. This additional disclosure is
contained within this document, which should be read in conjunction with CIBCs Second Quarter 2006
Report, First Quarter 2006 Report, and 2005 Annual Accountability Report; these documents were
submitted to the SEC on June 1, 2006, March 2, 2006 and December 12, 2005, respectively.
When we use the term CIBC, we, our, and us, we mean Canadian Imperial Bank of Commerce
and its consolidated subsidiaries.
Page 1
Additional notes to the financial statements (unaudited)
RECONCILIATION OF CANADIAN AND UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
CIBCs interim consolidated financial statements are prepared in accordance with Canadian
GAAP. Set out below are the more significant differences which would result if U.S. GAAP were
applied in the preparation of the April 30, 2006 interim consolidated financial statements.
For a full discussion of the relevant accounting differences between Canadian and U.S. GAAP,
see Note 27 of the 2005 Annual Accountability Report. This note updates that disclosure for the
six-month period ended April 30, 2006.
CONDENSED
CONSOLIDATED BALANCE SHEET
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$ millions, as at |
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April 30, 2006 |
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October 31, 2005 |
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Canadian |
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Canadian |
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GAAP |
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Adjustments |
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U.S. GAAP |
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GAAP |
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Adjustments |
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U.S. GAAP |
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ASSETS |
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Cash and non-interest bearing deposits with banks |
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$ |
2,073 |
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$ |
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$ |
2,073 |
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$ |
1,310 |
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$ |
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$ |
1,310 |
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Interest-bearing deposits with banks |
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9,828 |
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9,828 |
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10,542 |
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10,542 |
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Securities |
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Investment |
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19,652 |
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(19,652 |
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14,342 |
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(14,342 |
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Available for sale |
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19,136 |
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19,136 |
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13,903 |
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13,903 |
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Trading |
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58,742 |
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1,659 |
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60,401 |
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53,422 |
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1,115 |
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54,537 |
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Securities borrowed or purchased under resale agreements |
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21,722 |
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21,722 |
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18,514 |
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18,514 |
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Loans |
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139,531 |
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1 |
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139,532 |
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141,783 |
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3 |
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141,786 |
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Other |
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Derivative instruments market valuation |
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18,588 |
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1,022 |
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19,610 |
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20,309 |
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920 |
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21,229 |
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Customers liability under acceptances |
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6,295 |
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6,295 |
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5,119 |
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5,119 |
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Land, building and equipment |
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2,031 |
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2,031 |
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2,136 |
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2,136 |
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Goodwill |
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982 |
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982 |
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946 |
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946 |
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Other intangible assets |
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206 |
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19 |
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225 |
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199 |
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19 |
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218 |
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Other assets |
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11,071 |
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(955 |
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10,116 |
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11,748 |
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(582 |
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11,166 |
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$ |
290,721 |
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$ |
1,230 |
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$ |
291,951 |
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$ |
280,370 |
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$ |
1,036 |
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$ |
281,406 |
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LIABILITIES AND SHAREHOLDERS EQUITY |
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Deposits |
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$ |
193,503 |
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$ |
(3,145 |
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$ |
190,358 |
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$ |
192,734 |
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$ |
(3,457 |
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$ |
189,277 |
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Other |
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Derivative instruments market valuation |
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18,691 |
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1,150 |
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19,841 |
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20,128 |
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807 |
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20,935 |
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Acceptances |
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6,295 |
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6,295 |
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5,119 |
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5,119 |
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Obligations related to securities sold short |
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17,996 |
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321 |
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18,317 |
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14,883 |
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749 |
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15,632 |
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Obligations related to securities lent or
sold under repurchase agreements |
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21,682 |
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21,682 |
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14,325 |
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14,325 |
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Other liabilities |
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14,302 |
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3,045 |
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17,347 |
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16,002 |
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3,106 |
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19,108 |
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Subordinated indebtedness |
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5,862 |
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5,862 |
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5,102 |
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5,102 |
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Preferred share liabilities |
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600 |
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(600 |
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600 |
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(600 |
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Non-controlling interests |
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480 |
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480 |
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746 |
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746 |
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Shareholders equity |
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Preferred shares |
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2,381 |
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600 |
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2,981 |
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2,381 |
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600 |
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2,981 |
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Common shares |
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3,027 |
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(108 |
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2,919 |
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2,952 |
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(55 |
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2,897 |
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Contributed surplus |
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53 |
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53 |
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58 |
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58 |
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Foreign currency translation adjustments |
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(466 |
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466 |
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(327 |
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327 |
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Retained earnings |
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6,315 |
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48 |
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6,363 |
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5,667 |
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(112 |
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5,555 |
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Accumulated other comprehensive income (net of taxes) |
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Foreign currency translation adjustments |
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(544 |
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(544 |
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(401 |
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(401 |
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Unrealized gains on securities available for sale |
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(182 |
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(182 |
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(55 |
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(55 |
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Unrealized gains on derivatives designated as
hedges |
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234 |
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234 |
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182 |
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182 |
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Additional pension obligation |
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(55 |
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(55 |
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(55 |
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(55 |
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$ |
290,721 |
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$ |
1,230 |
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$ |
291,951 |
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$ |
280,370 |
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$ |
1,036 |
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$ |
281,406 |
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Page 2
CONDENSED CONSOLIDATED STATEMENT OF INCOME
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2006 |
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2005 |
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$ millions, except share and per share
amounts, for the six months ended |
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Apr. 30 |
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Apr. 30 |
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Net income as reported |
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$ |
1,165 |
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$ |
1,147 |
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Net interest income |
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Preferred share liabilities |
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16 |
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28 |
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Non-interest income |
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Capital repatriation |
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(23 |
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Derivative instruments and hedging activities |
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68 |
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151 |
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Equity accounting |
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13 |
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40 |
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Impairment measurement |
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3 |
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Other |
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69 |
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Valuation adjustments |
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(3 |
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Non-interest expenses |
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Employee future benefits |
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8 |
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8 |
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Stock-based compensation |
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96 |
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Net change in income taxes due to the above noted items |
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(38 |
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(75 |
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Change in accounting policy, net of taxes |
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36 |
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176 |
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221 |
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Net income based on U.S. GAAP |
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1,341 |
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1,368 |
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Preferred share dividends and premiums |
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(82 |
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(84 |
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Net income applicable to common shareholders |
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$ |
1,259 |
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$ |
1,284 |
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Weighted-average basic shares outstanding (thousands) |
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334,745 |
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343,413 |
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Add: stock options potentially exercisable(1) |
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3,864 |
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4,549 |
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Weighted-average diluted shares outstanding (thousands) |
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338,609 |
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347,962 |
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Basic EPS |
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$ |
3.76 |
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$ |
3.74 |
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Diluted EPS |
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$ |
3.72 |
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$ |
3.69 |
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(1) |
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It is assumed that 80% of average options outstanding will be exercised for shares while the remaining 20% will be exercised as stock
appreciation rights. |
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
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2006 |
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2005 |
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$ millions, for the six months ended |
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Apr. 30 |
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Apr. 30 |
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Net income based on U.S. GAAP |
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$ |
1,341 |
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$ |
1,368 |
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Other comprehensive income, net of tax |
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Change in foreign currency translation adjustments |
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(143 |
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80 |
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Change in net unrealized gains on securities available for sale |
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(127 |
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31 |
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Change in net unrealized gains on derivative instruments designated as hedges |
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52 |
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(2 |
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Total other comprehensive income |
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(218 |
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109 |
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Comprehensive income |
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$ |
1,123 |
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$ |
1,477 |
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Page 3
Changes in significant accounting policies affecting Canadian and U.S. GAAP differences
Share-based Payment
Effective November 1, 2005 we adopted Financial Accounting Standards Board (FASB) Statement 123
(revised 2004), Share-based Payment (SFAS 123-R) using the modified prospective transition
method. SFAS 123-R requires companies to measure and record compensation expense for stock options
and other share-based payments based on the instruments fair value on the grant date. The new
standard requires the cost of awards to be recognized in the consolidated financial statements of
operations over the vesting period. In addition, forfeitures are required to be estimated upfront
in the year an award is granted.
We had prospectively adopted the fair value method of accounting as of November 1, 2001 under
SFAS 123, Accounting for Stock-based Compensation (SFAS 123) and the Canadian Institute of
Chartered Accountants (CICA) handbook section 3870, Stock-based Compensation and Other Stock-based
Payments. Under Canadian GAAP and SFAS 123, we recognize compensation expense in the year of grant
for past service awards regardless of the vesting provisions. However, SFAS 123-R requires the
costs to be recognized over the vesting period of the award for awards granted after November 1,
2005. We recognized forfeitures as they occurred under SFAS 123 as we currently do under Canadian
GAAP, whereas, upon adoption of SFAS 123-R a cumulative adjustment for a change in accounting
policy has been recognized for estimated forfeitures on all unvested awards in the amount of $36
million after-tax. A compensation expense difference for estimated forfeitures will exist for all
new awards granted subsequent to the adoption of SFAS 123-R.
Future accounting changes
We are currently evaluating the impact of adopting the standards listed below:
Accounting changes & error corrections
In May 2005, the FASB issued SFAS 154, Accounting Changes & Error Corrections. The statement
provides entities with guidance on reporting a change in accounting
estimate, a change in accounting policies, the correction of an error in previously issued financial statements, and the
reporting and disclosure of accounting changes in interim-period information. SFAS 154 will become
effective for us beginning November 1, 2006. This guidance will harmonize U.S. GAAP with existing
Canadian GAAP for these matters.
Accounting for certain hybrid financial instruments
In February 2006, the FASB issued SFAS 155, Accounting for Certain Hybrid Financial Instruments
an amendment of FASB Statement 133 and 140 which provide entities a fair value measurement
election on an instrument-by-instrument basis for any hybrid financial instrument that contains an
embedded derivative that otherwise would require bifurcation. SFAS 155 will become effective for us
beginning November 1, 2006.
Accounting for servicing financial assets
In May 2006, the FASB issued SFAS 156, Accounting for Servicing of Financial Assets an
amendment of FASB Statement No. 140. SFAS 156 requires an entity to initially measure servicing
rights at fair value and either amortize servicing rights over the term of the servicing contract
and adjust based on a comparison to fair value each reporting date or to subsequently remeasure the
servicing rights at fair value with changes in fair value recognized in earnings in the period.
SFAS 156 will become effective for us beginning November 1, 2006.
Page 4