<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
Exhibit Index is on Page 18
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1996
Commission file number 0-6879
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
CORESTATES SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
CORESTATES FINANCIAL CORP
Centre Square West
1500 Market Street
Philadelphia, PA 19101
<PAGE>
REQUIRED INFORMATION
The following financial statements and exhibits are filed as part of this
report:
(a) Item 4 Financial Statements
Report of Independent Auditors
Statement of Net Assets Available for Benefits, with Fund
Information, December 31, 1996
Statement of Net Assets Available for Benefits, with Fund
Information, December 31, 1995
Statement of Changes in Net Assets Available for Benefits, with
Fund Information, Year ended December 31, 1996
Statement of Changes in Net Assets Available for Benefits, with
Fund Information, Year ended December 31, 1995
Notes to Financial Statements
Supplemental Schedules
Line 27-a--Assets Held for Investment Purposes
Line 27-d--Reportable Transactions
SIGNATURE
(b) EXHIBIT INDEX
(c) Exhibit 23 - Consent of Independent Auditors
Financial statement schedules not included with this report have been omitted
because they are not applicable or the required information is shown in the
financial statements or notes thereto.
<PAGE>
Financial Statements
and Supplemental Schedules
CoreStates Savings Plan
Years ended December 31, 1996 and 1995
with Report of Independent Auditors
<PAGE>
CoreStates Savings Plan
Financial Statements and
Supplemental Schedules
Years ended December 31, 1996 and 1995
Contents
<TABLE>
<CAPTION>
<S> <C>
Report of Independent Auditors........................................ 1
Audited Financial Statements
Statement of Net Assets Available for Benefits, with Fund
Information, December 31, 1996.................................... 2
Statement of Net Assets Available for Benefits, with
Fund Information, December 31, 1995............................... 3
Statement of Changes in Net Assets Available for Benefits, with Fund
Information, Year ended December 31, 1996......................... 4
Statement of Changes in Net Assets Available for Benefits, with Fund
Information, Year ended December 31, 1995......................... 5
Notes to Financial Statements......................................... 6
Supplemental Schedules
Line 27-a--Assets Held for Investment Purposes........................ 15
Line 27-d--Reportable Transactions.................................... 16
</TABLE>
<PAGE>
Report of Independent Auditors
The Board of Directors
CoreStates Financial Corp
We have audited the accompanying statements of net assets available for benefits
of the CoreStates Savings Plan as of December 31, 1996 and 1995, and the related
statements of changes in net assets available for benefits for the years then
ended. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about 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.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for plan benefits of the Plan at
December 31, 1996 and 1995 and the changes in its net assets available for plan
benefits for the years then ended, in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The accompanying supplemental schedules
of assets held for investment purposes as of December 31, 1996 and reportable
transactions for the year then ended, are presented for purposes of complying
with the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974, and are
not a required part of the basic financial statements. The Fund Information in
the statement of net assets available for benefits and the statement of changes
in net assets available for benefits is presented for purposes of additional
analysis rather than to present the net assets available for benefits and
changes in net assets available for benefits of each fund. The supplemental
schedules and Fund Information have been subjected to the auditing procedures
applied in our audit of the financial statements and, in our opinion, are fairly
stated in all material respects in relation to the financial statements taken as
a whole.
/s/ Ernst & Young LLP
May 30, 1997
Philadelphia, Pennsylvania 1
<PAGE>
CoreStates Savings Plan
Statement of Net Assets Available for Benefits, With Fund Information
December 31, 1996
<TABLE>
<CAPTION>
Fund Information
-----------------------------------------------------------------
CoreStates
Financial CoreStates CoreStates CoreStates
Corp Common Equity Bond Equity Index
Total Stock Fund Fund Fund Fund
-----------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value (cost $296,526,722):
CoreStates Financial Corp common stock $210,426,578 $210,426,578 $ - $ - $ -
Mutual funds 199,446,716 652,433 67,749,653 18,545,937 16,063,342
Participants' notes receivable 15,760,146 - - - -
-----------------------------------------------------------------------------------
Total investments 425,633,440 211,079,011 67,749,653 18,545,937 16,063,342
Receivables:
Due from broker 9,071,432 8,536,682 - 184,161 -
Accrued investment income 2,667,991 1,981,596 60,543 93,131 58,815
Interfund receivable 6,165,947 13,179 1,240,342 1,091 2,306,572
Cash 189,842 3,882 1,635 463 322
-----------------------------------------------------------------------------------
Total assets 443,728,652 221,614,350 69,052,173 18,824,783 18,429,051
Liabilities
Interfund payable 6,165,947 5,730,609 102,926 66,192 24,719
Due to broker 4,157,535 903,240 780,652 - 1,902,478
-----------------------------------------------------------------------------------
Total liabilities 10,323,482 6,633,849 883,578 66,192 1,927,197
-----------------------------------------------------------------------------------
Net assets available for benefits $433,405,170 $214,980,501 $ 68,168,595 $ 18,758,591 $ 16,501,854
===================================================================================
<CAPTION>
Fund Information
--------------------------------------------------------------------
CoreStates CoreStates CoreStates Employee
Liquidity Balanced International Loan
Fund Fund Growth Fund Fund
--------------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Investments, at fair value (cost $296,526,722):
CoreStates Financial Corp common stock $ - $ - $ - $ -
Mutual funds 43,178,687 48,446,691 4,809,973 -
Participants' notes receivable - - - 15,760,146
-------------------------------------------------------------------
Total investments 43,178,687 48,446,691 4,809,973 15,760,146
Receivables:
Due from broker - 350,589 - -
Accrued investment income - 355,248 118,658 -
Interfund receivable 1,380,027 116,069 679,496 429,171
Cash 181,614 1,767 154 5
-------------------------------------------------------------------
Total assets 44,740,328 49,270,364 5,608,281 16,189,322
Liabilities
Interfund payable 155,771 76,870 8,860 -
Due to broker - - 571,165 -
-------------------------------------------------------------------
Total liabilities 155,771 76,870 580,025 -
-------------------------------------------------------------------
Net assets available for benefits $ 44,584,557 $ 49,193,494 $ 5,028,256 $ 16,189,322
====================================================================
</TABLE>
See accompanying notes.
2
<PAGE>
CoreStates Savings Plan
Statement of Net Assets Available for Benefits, With Fund Information
December 31, 1995
<TABLE>
<CAPTION>
Fund Information
-----------------------------------------------------------------
CoreStates
Financial CoreStates CoreStates CoreStates
Corp Common Equity Bond Equity Index
Total Stock Fund Fund Fund Fund
--------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Assets
Investments, at fair value (cost $263,298,301):
CoreStates Financial Corp common stock $ 155,269,279 $ 155,269,279 $ - $ - $ -
Mutual funds 172,000,187 2,864,798 53,233,595 18,099,453 7,499,044
Participants' notes receivable 15,262,405 - - - -
--------------------------------------------------------------------------------
Total investments 342,531,871 158,134,077 53,233,595 18,099,453 7,499,044
Receivables:
Contribution receivable 1,064,101 394,904 215,412 75,421 53,360
Due from broker 2,220,082 - 578,541 735,608 -
Accrued investment income 2,260,375 1,729,692 69,340 91,292 35,578
Interfund receivable 1,402,863 101,270 251,793 16,993 380,305
Cash and cash equivalents 225,310 8,711 7,856 2,772 294
--------------------------------------------------------------------------------
Total assets 349,704,602 160,368,654 54,356,537 19,021,539 7,968,581
Liabilities
Interfund payable 1,402,863 290,195 98,784 253,896 5,323
Due to broker 526,968 130,628 - - 321,593
--------------------------------------------------------------------------------
Total liabilities 1,929,831 420,823 98,784 253,896 326,916
--------------------------------------------------------------------------------
Net assets available for benefits $ 347,774,771 $ 159,947,831 $ 54,257,753 $ 18,767,643 $ 7,641,665
================================================================================
</TABLE>
<TABLE>
<CAPTION>
Fund Information
-------------------------------------------------------------
CoreStates CoreStates CoreStates Employee
Liquidity Balanced International Loan
Fund Fund Growth Fund Fund
--------------------------------------------------------------
<S> <C> <C> <C> <C>
Assets
Investments, at fair value (cost $263,298,301):
CoreStates Financial Corp common stock $ - $ - $ - $ -
Mutual funds 45,022,599 42,730,616 2,550,082 -
Participants' notes receivable - - - 15,262,405
--------------------------------------------------------------
Total investments 45,022,599 42,730,616 2,550,082 15,262,405
Receivables:
Contribution receivable 134,436 168,697 21,871 -
Due from broker - 905,933 - -
Accrued investment income - 281,043 53,430 -
Interfund receivable 41,932 49,178 125,845 435,547
Cash and cash equivalents 202,974 2,522 181 -
--------------------------------------------------------------
Total assets 45,401,941 44,137,989 2,751,409 15,697,952
Liabilities
Interfund payable 452,427 82,431 2,318 217,489
Due to broker - - 74,747 -
--------------------------------------------------------------
Total liabilities 452,427 82,431 77,065 217,489
--------------------------------------------------------------
Net assets available for benefits $ 44,949,514 $ 44,055,558 $ 2,674,344 $ 15,480,463
==============================================================
</TABLE>
See accompanying notes.
3
<PAGE>
CoreStates Savings Plan
Statement of Changes in Net Assets Available for Benefits, With Fund Information
Year ended December 31, 1996
<TABLE>
<CAPTION>
Fund Information
----------------------------------------------------------
CoreStates
Financial CoreStates CoreStates CoreStates
Corp Common Equity Bond Equity Index
Total Stock Fund Fund Fund Fund
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Contributions:
Employer $ 12,456,272 $ 4,729,434 $ 2,471,178 $ 800,431 $ 760,293
Employee 20,381,476 7,106,096 3,868,866 1,166,364 1,988,206
---------------------------------------------------------------------------
Total contributions 32,837,748 11,835,530 6,340,044 1,966,795 2,748,499
Investment income:
Interest 978,391 - - - -
Dividends on CoreStates Financial Corp
common stock 7,234,871 7,234,871 - - -
Dividend income 3,388,051 100,894 27,776 1,070,853 5,059
Distribution of mutual funds' income 11,771,687 - 7,275,232 - 299,615
---------------------------------------------------------------------------
Total investment income 23,373,000 7,335,765 7,303,008 1,070,853 304,674
Net realized and unrealized appreciation
(depreciation) in fair value of investments 62,192,275 55,275,161 4,478,287 (201,219) 1,959,144
Participants' withdrawals (40,184,131) (4,848,873) - - (86)
Participants' interfund transfers - (14,564,913) (4,210,497) (2,845,481) 3,847,958
Other receipts (disbursements) 7,411,507 - - -
---------------------------------------------------------------------------
Increase (decrease) in net assets available
for benefits during the year 85,630,399 55,032,670 13,910,842 (9,052) 8,860,189
Net assets available for benefits at
beginning of year 347,774,771 159,947,831 54,257,753 18,767,643 7,641,665
---------------------------------------------------------------------------
Net assets available for benefits at end of year $ 433,405,170 $214,980,501 $ 68,168,595 $ 18,758,591 $ 16,501,854
===========================================================================
<CAPTION>
Fund Information
---------------------------------------------------------------------------
CoreStates
CoreStates CoreStates International Employee
Liquidity Balanced Growth Loan Distribution
Fund Fund Fund Fund Fund
---------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Contributions:
Employer $ 1,443,241 $ 1,958,379 $ 293,316 $ - $ -
Employee 2,424,880 3,125,401 701,663 - -
---------------------------------------------------------------------------
Total contributions 3,868,121 5,083,780 994,979 - -
Investment income:
Interest - - - 978,391 -
Dividends on CoreStates Financial Corp
common stock - - - - -
Dividend income 2,155,427 21,112 6,704 226 -
Distribution of mutual funds' income - 3,820,122 376,718 - -
---------------------------------------------------------------------------
Total investment income 2,155,427 3,841,234 383,422 978,617 -
Net realized and unrealized appreciation
(depreciation) in fair value of investments - 736,370 (55,468) - -
Participants' withdrawals - - (243) (8,413,601) (26,921,328)
Participants' interfund transfers (6,388,505) (4,523,448) 1,031,222 622,931 27,030,733
Other receipts (disbursements) - - - 7,520,912 (109,405)
---------------------------------------------------------------------------
Increase (decrease) in net assets available
for benefits during the year (364,957) 5,137,936 2,353,912 708,859 -
Net assets available for benefits at
beginning of year 44,949,514 44,055,558 2,674,344 15,480,463 -
---------------------------------------------------------------------------
Net assets available for benefits at end of year $ 44,584,557 $ 49,193,494 $ 5,028,256 $ 16,189,322 $ -
===========================================================================
</TABLE>
See accompanying notes.
4
<PAGE>
CoreStates Savings Plan
Statement of Changes in Net Assets Available for Benefits, With Fund Information
Year ended December 31, 1995
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------------------
CoreStates
Financial CoreStates CoreStates CoreStates
Corp Common Equity Bond Equity Index
Total Stock Fund Fund Fund Fund
-----------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Contributions:
Employer $ 14,962,993 $ 6,524,829 $ 2,648,631 $ 998,211 $ 380,845
Employee 17,402,508 6,127,377 3,644,446 1,294,321 601,516
-----------------------------------------------------------------------------
Total contributions 32,365,501 12,652,206 6,293,077 2,292,532 982,361
Investment income:
Interest 757,563 - - - -
Dividends on CoreStates Financial Corp
common stock 5,951,920 5,951,920 - - -
Dividend income 4,411,315 71,431 268,078 1,155,557 7,353
Distribution of mutual funds' income 3,820,053 - 1,740,641 - 297,860
-----------------------------------------------------------------------------
Total investment income 14,940,851 6,023,351 2,008,719 1,155,557 305,213
Net realized and unrealized appreciation in
fair value of investments 69,669,824 47,411,963 12,453,132 879,214 847,648
Participants' withdrawals (53,885,646) (6,291,910) (9,764) (800) -
Transfer from IBI Savings Plan 13,535,481 3,142,385 2,223,828 1,227,437 377,337
Transfer from IBI Capital Accumulation Savings Plan 23,476,385 4,672,250 3,876,243 1,692,315 536,084
Participants' interfund transfers - (8,078,007) (8,922,396) (3,667,290) 3,630,630
Other receipts (disbursements) 5,721,683 (793,918) - - -
-----------------------------------------------------------------------------
Increase in net assets available
for benefits during the year 105,824,079 58,738,320 17,922,839 3,578,965 6,679,273
Net assets available for benefits at
beginning of year 241,950,692 101,209,511 36,334,914 15,188,678 962,392
-----------------------------------------------------------------------------
Net assets available for benefits at end of year $ 347,774,771 $159,947,831 $54,257,753 $ 18,767,643 $ 7,641,665
=============================================================================
<CAPTION>
Fund Information
-------------------------------------------------------------------------
CoreStates
CoreStates CoreStates International Employee
Liquidity Balanced Growth Loan Distribution
Fund Fund Fund Fund Fund
-------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
Contributions:
Employer $ 1,982,844 $ 2,183,367 $ 244,266 $ - $ -
Employee 2,539,372 2,807,843 387,633 - -
-------------------------------------------------------------------------
Total contributions 4,522,216 4,991,210 631,899 - -
Investment income:
Interest - - - 757,563 -
Dividends on CoreStates Financial Corp
common stock - - - - -
Dividend income 2,747,477 158,580 2,705 134
Distribution of mutual funds' income - 1,716,185 65,367 - -
-------------------------------------------------------------------------
Total investment income 2,747,477 1,874,765 68,072 757,697 -
Net realized and unrealized appreciation in
fair value of investments - 7,881,557 196,310 - -
Participants' withdrawals - - - (6,841,220) (40,741,952)
Transfer from IBI Savings Plan 4,632,693 1,504,501 427,300 - -
Transfer from IBI Capital Accumulation Savings Plan 10,206,238 2,208,981 284,274 - -
Participants' interfund transfers (18,903,089) (5,278,598) (127,991) 593,929 40,752,812
Other receipts (disbursements) - - - 6,526,461 (10,860)
-------------------------------------------------------------------------
Increase in net assets available
for benefits during the year 3,205,535 13,182,416 1,479,864 1,036,867 -
Net assets available for benefits at
beginning of year 41,743,979 30,873,142 1,194,480 14,443,596 -
-------------------------------------------------------------------------
Net assets available for benefits at end of year $ 44,949,514 $ 44,055,558 $ 2,674,344 $ 15,480,463 $ -
=========================================================================
</TABLE>
See accompanying notes.
5
<PAGE>
CoreStates Savings Plan
Notes to Financial Statements
Years ended December 31, 1996 and 1995
1. Description of the Plan
The following brief description of the Plan is provided for general information
only. Participants should refer to the Plan Agreement for more complete
information.
General
The Plan is a defined contribution, profit-sharing plan which covers qualified
employees of CoreStates Financial Corp and certain of its subsidiaries ("the
Company"). The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 (ERISA).
Contributions
Employee
The Plan provides for employee contributions on either an after-tax basis or a
before-tax basis (up to $9,500 in 1996 and $9,240 in 1995) equal to any whole
percentage of the participant's compensation up to 10% (5% is considered a Basic
Contribution and amounts in excess of 5% are considered an optional
contribution) for each payroll period.
Company
The Company makes a contribution to the Plan on behalf of each participant who
has made Basic Contributions in each payroll period. The Company contribution
is based on the number of years of service as follows:
<TABLE>
<CAPTION>
Participant's Years of Vesting Percent of
Service Preceding Contribution Basic Contribution
--------------------------------------------------------------------
<S> <C>
Fewer than 2 years 50%
At least 2 years but fewer than 3 years 75%
3 years or more 100%
</TABLE>
In 1995, the Company made a special qualified non-elective contribution to the
CoreStates Common Stock Fund within the Plan for all eligible Plan participants
who were defined as non-highly compensated employees. The contribution, which
vested immediately, was made in an amount sufficient to purchase five shares of
stock for each recipient, and totaled $1,813,967 which is reported as an
Employer contribution on the Statement of Changes in Net Assets Available for
Benefits for 1995.
6
<PAGE>
CoreStates Savings Plan
Notes to Financial Statements (continued)
1. Description of the Plan (continued)
Vesting
Employee contributions, rollovers, and qualified voluntary employee contribution
accounts, as affected by investment results, are fully vested at all times.
Employer contributions, other than qualified non-elective contributions, as
affected by investment results, are 50% vested after 2 years of vesting service,
and 100% vested after 3 years of vesting service. Employer contributions, also
as affected by investment results, are fully vested upon termination of
employment because of normal retirement, death, or disability.
Upon the participant's employment termination date, that portion of the
Employer's contributions applicable to such participant which is not vested is
forfeited and applied to reduce future Employer contributions.
Unvested portions are restored to participant's accounts if the participant is
reemployed by the Company before incurring a five-year break in service.
Expenses
The expenses of the Plan, including but not limited to legal and accounting
fees, shall be paid by the Plan unless voluntarily paid by the Company.
Payment of Benefits
Upon termination of employment, a participant may receive vested benefits as a
lump-sum payment or if the participant's vested accrued benefit exceeds $3,500,
the participant may elect to receive equal annual installments over a period not
exceeding ten years. Also, a participant may elect to receive a distribution
from the investment in the CoreStates Common Stock Fund in the form of
CoreStates Financial Corp common stock.
Loans
Active participants, terminated participants and beneficiaries with accrued
benefits under the Plan, may borrow funds from the Plan subject to requirements
of the Plan. Loans advanced against employees' vested benefits in the Plan are
deducted from the amount of any benefits which are payable to the participant
upon termination.
7
<PAGE>
CoreStates Savings Plan
Notes to the Financial Statements
1. Description of the Plan (continued)
Withdrawals
A participant shall be permitted to withdraw all or a portion of the amount in
the participant's after-tax contribution account subject to the restrictions or
penalties as set forth in the Plan.
Participants who apply for a hardship withdrawal under IRS regulations, or who
cease to be a participant in the Plan, may receive their deferred account
balance in full.
Investment Options
CoreStates Bank, N.A. (CBNA) serves as Trustee for the Plan. Seven funds, as of
December 31, 1996, are maintained under the Plan for accumulation and investment
of the participants' accounts. The funds are as follows:
A. CoreStates Financial Corp Common Stock Fund invests primarily in common
stock of CoreStates Financial Corp;
B. CoreStates Equity Fund invests principally in the CoreFund Growth Equity
Fund Class Y, a mutual fund of CoreFunds, Inc. which seeks growth of capital
and an increasing flow of dividends from a diversified portfolio of common
stocks;
C. CoreStates Bond Fund invests principally in the CoreFund Short Intermediate
Bond Fund Class Y, a mutual fund of CoreFunds, Inc. which seeks consistent
income by investing principally in a diversified portfolio of debt
securities with an expected average weighted maturity of two to five years;
8
<PAGE>
CoreStates Savings Plan
Notes to Financial Statements
1. Description of the Plan (continued)
Investment Options (continued)
D. CoreStates Liquidity Fund invests in the CoreFund Cash Reserve Fund Class Y,
a mutual fund of CoreFunds, Inc. which seeks current income with liquidity
and stability of principal;
E. CoreStates Balanced Fund invests principally in the CoreFund Balanced Fund
Class Y, a mutual fund of CoreFunds, Inc. which seeks to provide total
return while preserving capital;
F. CoreStates Equity Index Fund invests principally in the CoreFund Equity
Index Fund Class Y, a mutual fund of CoreFunds, Inc. which seeks to achieve
price and yield performance similar to the S&P 500 Composite Index;
G. CoreStates International Growth Fund invests principally in the CoreFund
International Growth Fund Class Y, a mutual fund of CoreFunds, Inc. which
seeks long-term growth of capital by investing in a portfolio of common
stocks diversified by country and industry.
CoreStates Financial Corp provides investment advisory and custodial services
for the above mutual funds.
2. Summary of Significant Accounting Policies
Basis of Investments
Investments are stated at fair value. The cost of investments sold is determined
on an average historical cost basis. Loans are carried at the unpaid principal
balance.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the amounts reported in the financial statements and accompanying notes.
Actual results could differ from those estimates.
9
<PAGE>
CoreStates Savings Plan
Notes to Financial Statements (continued)
3. Investments
Investments are comprised of the following:
<TABLE>
<CAPTION>
Shares Average Fair
or Units Cost Value
------------------------------------------------------
<S> <C> <C> <C>
December 31, 1996
CoreStates Financial Corp
Common Stock Fund:
Common Stock+ 4,042,040 shares $ 103,656,676 $ 210,426,578
CoreFund Cash Reserve Fund Class Y 652,433 units 652,433 652,433
----------------------------------
104,309,109 211,079,011
CoreStates Equity Fund:
CoreFund Cash Reserve Fund Class Y 272,372 units 272,372 272,372
CoreFund Growth Equity Fund Class Y+ 5,020,631 units 54,046,127 67,477,281
----------------------------------
54,318,499 67,749,653
CoreStates Bond Fund:
CoreFund Cash Reserve Fund Class Y 78,555 units 78,555 78,555
CoreFund Short Intermediate Bond Fund Class Y 1,872,959 units 18,435,305 18,467,382
----------------------------------
18,513,860 18,545,937
CoreStates Liquidity Fund:
CoreFund Cash Reserve Fund Class Y+ 43,178,687 units 43,178,687 43,178,687
----------------------------------
43,178,687 43,178,687
CoreStates Balanced Fund:
CoreFund Cash Reserve Fund Class Y 333,016 units 333,016 333,016
CoreFund Balanced Fund Class Y+ 3,892,692 units 41,653,831 48,113,675
----------------------------------
41,986,847 48,446,691
CoreStates Equity Index Fund:
CoreFund Cash Reserve Fund Class Y 91,149 units 91,149 91,149
CoreFund Equity Index Fund Class Y 520,734 units 13,590,931 15,972,193
----------------------------------
13,682,080 16,063,342
</TABLE>
10
<PAGE>
CoreStates Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
<TABLE>
<CAPTION>
Shares Average Fair
or Units Cost Value
-------------------------------------------------------------
<S> <C> <C> <C>
December 31, 1996 (continued)
CoreStates International Growth Fund:
CoreFund Cash Reserve Fund Class Y 35,190 units $ 35,190 $ 35,190
CoreFund International Growth Fund Class Y 370,476 units 4,742,304 4,774,783
---------------------------------------
4,777,494 4,809,973
Employee Loan Fund:
Participant Notes Receivable, with interest
rates ranging from 5.5% to 11% 15,760,146 15,760,146
---------------------------------------
Total investments $ 296,526,722 $ 425,633,440
=======================================
<CAPTION>
Shares Average Fair
or Units Cost Value
-------------------------------------------------------------
<S> <C> <C> <C>
December 31, 1995
CoreStates Financial Corp
Common Stock Fund:
Common Stock+ 4,032,226 shares $ 94,131,414 $ 155,269,279
CoreFund Cash Reserve Fund Class Y 2,864,798 units 2,864,798 2,864,798
---------------------------------------
96,996,212 158,134,077
CoreStates Equity Fund:
CoreFund Cash Reserve Fund Class Y 552,088 units 552,088 552,088
CoreFund Growth Equity Fund Class Y+ 4,258,812 units 42,310,632 52,681,507
---------------------------------------
42,862,720 53,233,595
CoreStates Bond Fund:
CoreFund Cash Reserve Fund Class Y 236,018 units 236,018 236,018
CoreFund Short Intermediate Bond Fund
Class Y+ 1,791,719 units 17,638,993 17,863,434
---------------------------------------
17,875,011 18,099,452
CoreStates Liquidity Fund:
CoreFund Cash Reserve Fund Class Y+ 45,022,599 units 45,022,599 45,022,599
---------------------------------------
45,022,599 45,022,599
</TABLE>
11
<PAGE>
CoreStates Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
<TABLE>
<CAPTION>
Shares Average Fair
or Units Cost Value
------------------------------------------------------------
<S> <C> <C> <C>
December 31, 1995 (continued)
CoreStates Balanced Fund:
CoreFund Cash Reserve Fund Class Y 120,572 units $ 120,572 $ 120,572
CoreFund Balanced Fund Class Y+ 3,509,888 units 36,099,910 42,610,044
--------------------------------------
36,220,482 42,730,616
CoreStates Equity Index Fund:
CoreFund Cash Reserve Fund Class Y 51,422 units 51,422 51,422
CoreFund Equity Index Fund Class Y 285,131 units 6,635,377 7,447,623
--------------------------------------
6,686,799 7,499,045
CoreStates International Growth Fund:
CoreFund Cash Reserve Fund Class Y 25,722 units 25,722 25,722
CoreFund International Growth Fund Class Y 193,732 units 2,346,351 2,524,360
--------------------------------------
2,372,073 2,550,082
Employee Loan Fund:
Participant Notes Receivable, with interest
rates ranging from 5.5% to 11% 15,262,405 15,262,405
--------------------------------------
Total investments $ 263,298,301 $ 342,531,871
======================================
</TABLE>
+Represents greater than 5% of net assets available for benefits.
Fair values are determined as follows: (1) CoreStates Financial Corp Common
Stock - on the basis of the last reported sales price on the last business day
of the year; and (2) Mutual funds - at net asset value at the close of business
on the last business day of the year.
12
<PAGE>
CoreStates Savings Plan
Notes to Financial Statements (continued)
3. Investments (continued)
The Plan's investments are held by a bank-administered trust fund. During 1996
and 1995, the Plan's investments (including investments bought, sold, as well as
held during the year) appreciated (depreciated) in fair value as follows:
<TABLE>
<CAPTION>
Net
Appreciation
(Depreciation)
in Fair Value
During 1996 and 1995
-------------------------------
<S> <C> <C>
Fair value as determined by quoted market prices:
Common stock:
CoreStates Financial Corp common stock $55,275,161 $47,411,963
Mutual funds:
CoreFund Growth Equity Fund Class Y 4,478,287 12,453,132
CoreFund Short Intermediate Bond Fund Class Y (201,219) 879,214
CoreFund Equity Index Fund Class Y 1,959,144 847,648
CoreFund Balanced Fund Class Y 736,370 7,881,557
CoreFund International Growth Fund Class Y (55,468) 196,310
-------------------------------
$62,192,275 $69,669,824
===============================
</TABLE>
4. Plan Termination
CoreStates has the authority to terminate the Plan at any time. If the Plan were
to be terminiated, each participant would remain fully entitled to the value of
his or her account.
5. Plan Mergers
As a result of the June 27, 1994 acquisition by CoreStates Financial Corp of
Independence Bancorp, Inc., (IBI), participants of the Independence Savings Plan
and Independence Capital Accumulation Plan became eligible for coverage under
the CoreStates Savings Plan effective September 1, 1994. The remaining net
assets (approximately $ 13.5 million as of December 31, 1994) of the
Independence Savings Plan were transferred to the CoreStates Savings Plan during
1995. Eligible participants of the Independence Capital Accumulation Plan became
eligible for coverage under the CoreStates Savings Plan effective January 1,
1995. All remaining assets (approximately $23.5 million as of December 31, 1994)
of the Independence Capital Accumulation Plan were transferred into the
CoreStates Savings Plan during 1995.
13
<PAGE>
CoreStates Savings Plan
Notes to Financial Statements (continued)
6. Income Tax Status
The Internal Revenue Service has ruled that the Plan qualifies under Section
401(a) of the Internal Revenue Code (IRC) and, therefore, the related trust is
not subject to tax under present income tax law. Once qualified, the Plan is
required to operate in conformity with the IRC to maintain its qualification.
The Plan has subsequently been amended. Management is not aware of any course of
action or series of events that have occurred that might adversely affect the
Plan's qualified status.
7. Subsequent Events
Effective January 1, 1997, the name of the Plan was changed to the CoreStates
Employee Stock Ownership and Savings Plan. This change was the result of the
addition of an employee stock ownership feature to the Plan. Additional changes
were made to certain provisions of the Plan as described in the following
paragraph.
Beginning January 1, 1997, participants may make contributions on either an
after-tax basis or a before-tax basis (up to $9,500 in 1997) equal to any whole
percentage of the participant's compensation up to 12% (8% is considered a basic
contribution and amounts in excess of 8% are considered optional contributions)
for each payroll period. CoreStates will make a variable contribution to the
Plan on behalf of each participant who has made basic contributions up to 4% of
base pay. This contribution varies between 50% to 100% of the participant's
contribution based on CoreStates' attainment of its performance targets.
CoreStates has determined that the variable match for 1997 will be 100%. 50% of
the Company contribution will be made in Company stock. CoreStates will also
make a contribution to the Plan of 50% on behalf of each participant who has
made basic contributions of 5% -8% of a base pay. Vesting of these contributions
under the CoreStates Employee Stock Ownership and Savings Plan is identical to
that of the CoreStates Savings Plan as described in Note 1. Participants should
refer to the Plan Highlights Brochure for more complete information.
Effective January 1, 1997, participants of the Meridian Bancorp, Inc. Employees
Savings Plan and the Meridian Bancorp, Inc. Employee Stock Ownership Plan became
eligible to participate in the Plan as a result of the April 9, 1996 acquisition
by CoreStates Financial Corp of Meridian Bancorp, Inc. As a result, the net
assets of the Meridian Bancorp, Inc. Savings Plan (approximately $194 million as
of December 31, 1996) and the net assets of the Meridian Bancorp, Inc. Employee
Stock Ownership Plan (approximately $72 million as of December 31, 1996) were
transferred into the Plan as of January 1, 1997. The merger of the Plan into
the CoreStates Employee Stock Ownership Plan does not constitute a termination.
14
<PAGE>
CoreStates Savings Plan
Line 27-a--Assets Held for Investment Purposes
December 31, 1996
<TABLE>
<CAPTION>
Description Shares or Units Average Cost Fair Value
- --------------------------------------------------------------------------------
<S> <C> <C> <C>
CoreStates Financial Corp*
Common Stock 4,042,040 shares $103,656,676 $210,426,578
CoreFund* Balanced Fund
Class Y 3,892,692 units 41,653,831 48,113,675
CoreFund* Cash Reserve Fund
Class Y 44,641,402 units 44,641,402 44,641,402
CoreFund* Growth Equity
Fund Class Y 5,020,631 units 54,046,127 67,477,281
CoreFund* Short Intermediate
Bond Fund Class Y 1,872,959 units 18,435,305 18,467,382
CoreFund* Equity Index Fund
Class Y 520,734 units 13,590,931 15,972,193
CoreFund* International Growth
Fund Class Y 370,476 units 4,742,304 4,774,783
Participant Notes Receivable,
with interest rates ranging
from 5.5% to 11.0% 15,760,146 15,760,146
---------------------------
Total investments $296,526,722 $425,633,440
===========================
</TABLE>
*Indicates a party-in-interest to the Plan.
15
<PAGE>
CoreStates Savings Plan
Line 27-d--Reportable Transactions
Year ended December 31, 1996
<TABLE>
<CAPTION>
(A) (A)
Identity of Description Purchase Selling Gain
Parties Involved of Assets Price Price (Loss)
- ------------------------------------------------------------------------------------------------------------------------------------
Category III--A series of transactions in a security issue aggregating
- ----------------------------------------------------------------------
in excess of 5% of plan assets
------------------------------
<S> <C> <C> <C> <C>
CoreFund Cash Reserve Fund Class Y Purchased 50,752,370 units in 579 transactions;
sold 54,984,189 units in 408 transactions $ 50,752,370 $ 54,984,189 $ -
CoreFund Growth Equity Fund Purchased 1,257,299 units in 35 transactions;
Class Y sold 367,591 units in 15 transactions 17,011,841 5,246,669 1,418,008
CoreStates Financial Corp Purchased 586,913 units in 115 transactions;
sold 445,221 units in 35 transactions 24,366,707 20,493,327 9,512,496
</TABLE>
There were no Category I, II or IV transactions during the year ended December
31, 1996.
(A) Commissions and fees related to purchases and sales of investments are
included in the cost of the investment or the proceeds from the sale
and are not separately identified.
16
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
plan administrator has duly caused this annual report to be signed on its behalf
by the undersigned hereunto authorized.
CORESTATES SAVINGS PLAN
Date: June 27, 1997 By:/s/ Vikram H. Dewan
------------------------------
Vikram H. Dewan
<PAGE>
CoreStates Financial Corp
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered
23 Consent of Independent Auditors 18
17
<PAGE>
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8 No.33-32934) pertaining to CoreStates Savings Plan of CoreStates Financial
Corp of our report dated May 30, 1997, with respect to the financial statements
and schedules of the CoreStates Savings Plan included in this Annual Report
(Form 11-K) for the year ended December 31, 1996.
/s/ Ernst & Young LLP
Philadelphia, Pennsylvania
June 27, 1997
18
