<PAGE>
Rule 424 (b) (2)
File Nos. 33-54049
Pricing Supplement No. 104 Dated March 29, 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: 21869EEJO
Principal Amount: $20,000,000.00
Settlement Date: 03/31/95
Base Rate: LIBOR (TELERATE PG. 3750)
Index Maturity: 1 MONTH LIBOR
Initial Interest Rate: 6.275% (6.125% PG.3750 TELERATE
03/29/95)
Spread or Spread Multiplier, if applicable: PLUS 15 BPS.
Interest Rate Reset Dates: THIRD WEDNESDAY OF EACH MONTH
Interest Payment Dates: THIRD WEDNESDAY OF EACH MONTH
First Coupon: 04/19/95
Day Count: ACTUAL/360
Stated Maturity Date: 03/31/2000
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
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MTN Pricing Supplement
RECENT DEVELOPMENTS
The following is unaudited consolidated financial information for
CoreStates Financial Corp ("CoreStates") and its subsidiaries for the three and
twelve-month periods ended December 31, 1994 and 1993. The following financial
information should be read in conjunction with the fourth quarter of 1994 news
release contained in CoreStates' current report on Form 8-K dated January 18,
1995. 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 Twelve Months Ended
December 31, December 31,
------------------------- ----------------------------
1994 1993 1994 1993
---------- ---------- ------------ ------------
(in thousands, except per share amounts)
<S> <C> <C> <C> <C>
Selected income data:
Net interest income........ $359,247 $333,420 $1,389,369 $1,325,271
Provision for losses on
loans..................... 25,000 29,646 246,900 121,201
Income before cumulative
effect of a change in
accounting principle...... 111,475 94,676 248,792/(a)/ 362,429
Net Income................. 111,475 94,676 245,362/(b)/ 349,419/(c)/
Per Share:
Income before cumulative
effect of a change in
accounting principle...... .78 .65 1.75/(a)/ 2.49
Net income................. .78 .65 1.73/(b)/ 2.40/(c)/
</TABLE>
/(a)/Excluding after-tax merger-related charges of $127.8 million or $.89 per
share recorded in the first quarter of 1994 for the Constellation
acquisition and $39.6 million or $.28 per share recorded in the second
quarter of 1994 for the Independence acquisition, selected financial
results for the twelve months ended December 31, 1994, compared to 1993,
follows:
<TABLE>
<CAPTION>
1994 1993
-------- --------
<S> <C> <C>
Income before cumulative effect of
a change in accounting principle.... $416,239 $362,429
Per share............................. $2.92 $2.49
Return on average total assets........ 1.50% 1.31%
Return on average common
shareholders' equity................ 18.34% 16.49%
</TABLE>
/(b)/Reflects Independence's $3.4 million after-tax, or $.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 $.09 per share, as the cumulative effect of a change in accounting
principle in the first quarter of 1993.
<PAGE>
MTN Pricing Supplement
RECENT DEVELOPMENTS - continued
The ratio of earnings from continuing operations before income taxes to
fixed charges of continuing operations for the twelve months ended December 31,
1994 was as follows:
<TABLE>
<S> <C>
Combined CoreStates (parent company)
and CoreStates Capital................. 2.81x
CoreStates consolidated:
Excluding interest on deposits......... 3.01
Including interest on deposits......... 1.70
</TABLE>
Fourth Quarter Results
-----------------
CoreStates recorded net income of $111.5 million or $.78 per share in the
fourth quarter of 1994, compared to $94.7 million or $.65 per share for the same
period in 1993. Returns on average assets and average shareholders' equity for
the fourth quarter of 1994 were 1.60% and 19.50%, respectively, compared to
1.35% and 16.47%, respectively, in the 1993 fourth quarter.
The 20.0% increase in fourth quarter net income per share was principally
attributable to: a $25.8 million, or 7.7% improvement in net interest income
reflecting an increase in the net interest margin mostly due to increases in
average credit card outstandings and asset-based loans; a $4.6 million reduction
in the provision for losses on loans, mostly due to improved credit quality
including a 12.8% reduction in non-performing assets during the fourth quarter;
and a $10.0 million, or 3.1%, decline in non-financial expenses. The net
financial margin for the fourth quarter of 1994 was 5.89%, compared to 5.55% for
the prior year fourth quarter. Average loans outstanding for the fourth quarter
of 1994 were $19.8 billion, up to 2.3% from the prior year fourth quarter.
Excluding the impact of securities gains, non-interest income for the
fourth quarter of 1994 grew 2.8% over the fourth quarter of 1993. Non-interest
income for the fourth quarter of 1994 reflects minimal growth in revenues from
CoreStates' fee-based businesses as a $2.5 million or 14.0%, increase in fees
for international services and a $1.3 million, or 8.0% increase in debit and
credit card fees were mostly offset by a $2.5 million, or 5.4% decline in
service charges on deposits. The decline in service charges on deposits reflects
the decision by commercial customers to maintain deposit balances with
CoreStates in lieu of paying cash for transaction services. The value of these
deposit balances is included in net interest income. Investment securities gains
in the fourth quarter of 1994 were $4.6 million, compared to $10.6 million in
the prior year fourth quarter.
Non-financial expenses for the fourth quarter of 1994 totalled $306.7
million, a decrease of 3.1% from the fourth quarter of 1993. CoreStates' total
non-financial expenses, excluding other real estate owned expenses, as a
percentage of total revenues were 59.7%, compared to 63.2% for the prior year
fourth quarter. The decline in non-financial expenses reflects some progress
toward achieving efficiencies from recent acquisitions and the heightened
attention to expense management created by the process redesign program
initiated in September 1994.
Consolidated total assets at December 31, 1994 were $29.3 billion. The
December 31, 1994 tier 1 capital ratio, total capital ratio and tier 1 leverage
ratio at 8.6%, 12.4% and 7.8% respectively, were well in excess of regulatory
guidelines.
