<PAGE>
RULE NO.424(b)(2)
REGISTRATION NO. 33-54049
Pricing Supplement No. 099 Dated January 30, 1995
(To Prospectus dated September 15, 1994 and Prospectus Supplement dated
September 15, 1994).
$1,000,000,000
CORESTATES CAPITAL CORP
Senior Medium-Term Floating Rate Notes Due
Nine Months or More From Date of Issue
Unconditionally Guaranteed as to Payment of Principal, Premium,
if any, and Interest by
CORESTATES FINANCIAL CORP
Cusip: 21869EED3
Principal Amount: $15,000,000.00
Settlement Date: 02/01/95
Base Rate: LIBOR (pg. 3750 TELERATE)
Index Maturity: 1 MONTH LIBOR FLAT
Initial Interest Rate: 6.0625% (pg. 3750 TELERATE 1/30/95)
Interest Rate Reset Dates: THIRD WEDNESDAY OF EACH MONTH
Interest Payment Dates: THIRD WEDNESDAY OF EACH MONTH
First Coupon: 03/15/95
Stated Maturity Date: 02/03/97
Maximum Interest Rate, if any:
Minimum Interest Rate, if any:
Alternate Rate Event Spread, if any:
Initial Redemption Date, if any:
Initial Redemption Percentage, if any:
Annual Redemption Percentage Reduction, if any:
Optional Repayment Dates, if any:
PAGE 1 OF 3
*** REVERSE INQUIRY MEDIUM TERM NOTE
AGENT: CHASE SECURITIES INC.
<PAGE>
MTN Pricing Supplement
RECENT DEVELOPMENTS
The following is unaudited consolidated financial information for
CoreStates Financial Corp ("CoreStates") and its subsidiaries for the three and
nine-month periods ended September 30, 1994 and 1993. The following financial
information should be read in conjunction with the third quarter of 1994 Form
10-Q. This report is incorporated by reference in the accompanying prospectus.
See "Incorporation of Certain Documents by Reference" in the accompanying
prospectus. Prior year data have been restated to include the consolidated
accounts of Constellation Bancorp ("Constellation"), which was acquired on March
16, 1994, and Independence Bancorp, Inc. ("Independence"), which was acquired on
June 27, 1994. Both transactions were accounted for under the pooling of
interests method of accounting.
<TABLE>
<CAPTION>
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- ---------------------
1994 1993 1994 1993
---- ---- ---- ----
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Selected income data:
Net interest income........................ $352,119 $338,234 $1,030,122 $991,851
Provision for losses on loan............... 25,000 30,005 221,900 91,555
Income before cumulative effect of a change
in accounting principle.................... 104,221 96,081 137,317/(a)/ 267,753
Net Income.................................. 104,221 96,081 133,887/(a)(b)/ 254,743/(c)/
Per Share:
Income before cumulative effect of a change
in accounting principle.................... 0.74 0.66 0.97/(a)/ 1.84
Net income.................................. 0.74 0.66 0.95/(a)(b)/ 1.75/(c)/
</TABLE>
/(a)/Excluding after-tax merger-related charges of $127.8 million or $0.89
per share recorded in the first quarter of 1994 for the Constellation
acquisition and $39.6 million or $0.28 per share recorded in the second quarter
of 1994 for the Independence acquisition, selected financial results for the
nine months of 1994 were as follows:
<TABLE>
<S> <C>
Income before cumulative effect
a change in accounting principle..... $304,764
Per share............................. $2.14
</TABLE>
/(b)/Reflects Independence's $3.4 million after-tax, or $0.02 per share,
writedown to fair value for certain mortgage securities deemed to be impaired
under FASB's 1994 interpretation of Statement of Financial Accounting Standards
No. 115, "Accounting for Certain Investments in Debt and Equity Securities."
/(c)/Reflects the adoption of Statement of Financial Accounting Standards No.
112, "Employers' Accounting for Postemployment Benefits" ("FAS 112"). As
required under FAS 112, CoreStates recognized the January 1, 1993 transitional
liability of $20.0 million pre-tax, $13.0 million after-tax or $0.09 per share,
as the cumulative effect of a change in accounting principle in the first
quarter of 1993.
PAGE 2 OF 3
<PAGE>
RECENT DEVELOPMENTS - continued
The ratio of earnings from continuing operations before income taxes to
fixed charges of continuing operations for the nine months ended September 30,
1994 was as follows:
<TABLE>
<S> <C>
Combined Corestates (parent company)
and CoreStates Capital................... 1.98x
CoreStates consolidated:
Excluding interest on deposits........... 2.57
Including interest on deposits........... 1.55
</TABLE>
Third Quarter Results
- ---------------------
Net income for the third quarter of 1994 was $104.2 million, or $0.74 per
share, compared to $96.1 million, or $0.66 per share for the third quarter of
1993.
Total non-interest income for the third quarter of 1994 decreased $22.1
million, or 14.2%, from the third quarter of 1993. This 14.2% decrease results
principally from a $27.8 million, or 66.3% decrease in other operating income,
principally reflecting a one-time $11.0 million gain recorded on the sale of
five branches in the Virgin Islands in the third quarter of 1993 and the impacts
of businesses experiencing acquisition-related changes including a $4.5 million
decrease in related ongoing revenues, losses of $2.5 million on sales of assets
in the third quarter of 1994 and gains of $3.9 million on sales of assets in the
third quarter of 1993. Non-interest income for the third quarter of 1994
reflects flat revenues from CoreStates' fee-based businesses as a $2.9 million,
or 15.2%, increase in fees for international services was offset by a $2.2
million, or 8.7%, decrease in trust income and a $1.2 million, or 2.6%, decrease
in service charges on deposit accounts. Income related to CoreStates' investment
in Electronic Payment Services, Inc. ("EPS") was up $4.9 million for the third
quarter as a result of the late 1993 restructuring of that investment.
Investment securities gains in the third quarter of 1994 were $4.2 million
compared to $3.3 million in the prior year third quarter. The third quarters of
1994 and 1993 include gains of $2.8 million and $2.9 million, respectively,
recorded on sales of certain bank stock investments.
Total non-financial expenses were $298.4 million in the third quarter of
1994, a decrease of $20.4 million, or 6.4% from the third quarter of 1993. Total
non-financial expenses in the third quarter of 1993 included a $10.0 million
one-time restructuring charge for the formation of the new Transys business
unit. Excluding the one-time charge, non-financial expenses decreased 3.4%
reflecting some progress toward achieving efficiencies from recent
acquisitions.
The provision for losses on loans for the third quarter of 1994 was $5.0
million lower than the provision recorded for the third quarter of 1993 and
unchanged from the second quarter of 1994's normal provision. Non-performing
assets at September 30, 1994 were $356.6 million, compared to $438.7 million at
December 31, 1993 and $352.1 million at June 30, 1994. The decline in
non-performing loans from December 31, 1993 resulted primarily from the second
quarter charge-off and bulk sale of Constellation problem assets. The slight
increase in non-performing assets from June 30, 1994 reflected the continuing
decline in non-performing assets offset by the addition of a single $25 million
credit to non-accrual status.
Consolidated total assets at September 30, 1994 were $27.0 billion. The
September 30, 1994 tier 1 capital ratio, total capital ratio and tier 1
leverage ratio at 9.1%, 13.2% and 7.9% respectively, were well in excess of
regulatory guidelines.
PAGE 3 OF 3
