8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 9, 2013

_________________________________________________________________

First Citizens BancShares, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-16715	56-1528994
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4300 Six Forks Road; Raleigh, North Carolina	27609
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code: (919) 716-7000

________________________________________________________________________________

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

Item 7.01. Regulation FD Disclosure.

On May 9, 2013, Registrant announced its results of operations for the quarter ended March 31, 2013. A copy of Registrant's press release issued this date is attached as Exhibit 99.1 to this Report and is incorporated by reference into this Report.

Item 9.01. Financial Statements and Exhibits.

(c) Exhibits. The following exhibit is being filed with this Report:

Exhibit No.	Exhibit Description
99.1	Copy of May 9, 2013, Press Release

Disclosures About Forward Looking Statements

The discussions included in this Report and its exhibits may contain forward looking statements within the meaning of the Private Securities Litigation Act of 1995, including Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results to differ materially. For the purposes of these discussions, any statements that are not statements of historical fact may be deemed to be forward looking statements. Such statements are often characterized by the use of qualifying words such as "expects," "anticipates," "believes," "estimates," "plans," "projects," or other statements concerning opinions or judgments of the Registrant and its management about future events. The accuracy of such forward looking statements could be affected by such factors as, including but not limited to, the financial success or changing conditions or strategies of the Registrant's customers or vendors, fluctuations in interest rates, actions of government regulators, the availability of capital and personnel or general economic conditions.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		First Citizens BancShares, Inc
		(Registrant)
Date:	May 9, 2013	By: /s/ GLENN D. McCOY
		Glenn D. McCoy, Vice President

EX-99.1

NEWS RELEASE

	For Immediate Release
	May 9, 2013
	Contact:	Barbara Thompson
		First Citizens BancShares
		(919) 716-2716

FIRST CITIZENS REPORTS EARNINGS FOR FIRST QUARTER 2013

RALEIGH, N.C. -- First Citizens BancShares Inc. (Nasdaq: FCNCA) reports earnings for the quarter ended March 31, 2013, of $55.6 million, compared to $35.5 million for the corresponding period of 2012, according to Frank B. Holding, Jr., chairman of the board. The increase in net income in 2013 resulted from significantly reduced provision for loan and lease losses and higher noninterest income, partially offset by lower net interest income and higher noninterest expense.

Per share income for the first quarter of 2013 totaled $5.78, compared to $3.45 for the same period a year ago. First Citizens' current quarter results generated an annualized return on average assets of 1.07 percent and an annualized return on average equity of 12.01 percent, compared to respective returns of 0.68 percent and 7.63 percent for the same period of 2012.

First Citizens BancShares is committed to effectively managing capital to protect depositors, creditors and shareholders. BancShares remains well-capitalized with a tier 1 leverage capital ratio of 9.36 percent at March 31, 2013, down 80 basis points from March 31, 2012, primarily due to the July 2012 redemption of $150 million of trust preferred securities. Both the total risk-based capital and tier 1 risk-based capital ratios declined from March 31, 2012, to levels of 16.19 percent and 14.50 percent at March 31, 2013, respectively, due to redemption of the trust preferred securities.

HIGHLIGHTS

• First quarter2013 and 2012 earnings were influenced by several significant items arising from FDIC-assisted transactions, including:

▪ $22.6 million credit to provision for loan and lease losses in 2013 compared to a $9.6 million provision expense in 2012, which reflects a $32.2 million reduction in the provision for loan and lease losses on covered loans

▪ $79.9 million and $64.9 million, respectively, in interest income from accretion of fair value discounts

▪ $24.1 million and $26.8 million, respectively, of charges to noninterest income arising from adjustments to the FDIC receivable

• Provision expense for noncovered loans decreased $17.1 million during the first quarter of 2013 as compared to the same period of 2012. Net charge-offs of noncovered loans equaled $6.5 million for the first quarter of 2013, or an annualized 0.23 percent of average noncovered loans, down $9.1 million from the first quarter of 2012.

• During the first quarter of 2013, BancShares sold a large portion of our client bank processing service relationships, resulting in $7.5 million in noninterest income representing cash proceeds generated from the sale, $1.4 million of other noninterest expense resulting from fixed asset impairments and $531,000 of salary expense related to severance accruals generating a net pre-tax gain of $5.5 million.

• First quarter net interest income equaled $204.9 million, down 7.3 percent, compared to the first quarter of 2012.

• Average loans and leases for the first quarter of 2013 fell $532.4 million, or 3.9 percent, from the first quarter of 2012. Average loans covered by loss share agreements fell $556.9 million, while loans and leases not covered by loss share agreements increased by $24.5 million.

• Liquidity generated by loan run-off caused average investment securities to increase $1.06 billion, or 25.5 percent, compared to the first quarter of 2012.

• Average interest-bearing liabilities decreased $338.4 million, or 2.3 percent, from the first quarter of 2012 to the first quarter of 2013. Average total deposits, including noninterest-bearing balances, increased to $17.92 billion, compared to $17.50 billion for the same period of 2012.

• Noninterest income increased $10.6 million, or 22.5 percent, during the first quarter of 2013 as compared to the same period of 2012, $7.5 million of which related to the sale of a large portion of our client bank processing service relationships.

• First quarter2013 noninterest expenses increased $11.0 million, or 6.0 percent, primarily caused by higher employee benefit expense related to the pension liability and retirement benefits, and $1.4 million of fixed asset impairments resulting from the sale of a large portion of our client bank processing service relationships.

NET INTEREST INCOME

First quarter net interest income decreased $16.1 million, or 7.3 percent, from the same period of 2012 primarily due to the impact of loan shrinkage. Average interest-earning assets increased $595.7 million, or 3.2 percent, due to growth in the investment securities portfolio. Accretion of discounts on acquired assets resulted in $79.9 million of interest income, compared to $64.9 million recorded in the first quarter of 2012. As discussed more fully under the caption Comparability of Financial Statements, accretion income is subject to volatility resulting from unexpected payments. The taxable-equivalent net yield on interest-earning assets decreased 45 basis points when compared to the first quarter of 2012 as proceeds from loan repayments were invested in lower-yielding investment securities.

Average interest-bearing liabilities decreased $338.4 million, or 2.3 percent, during the first quarter of 2013 due to lower levels of short-term borrowings and long-term obligations. The rate on interest-bearing liabilities fell 27 basis points from the first quarter of 2012 to 0.45 percent during the first quarter of 2013. The reduction was principally due to the repayment of the trust preferred securities and an improved mix of lower-rate transaction account balances versus time deposits.

PROVISION FOR LOAN AND LEASE LOSSES

BancShares recorded an $18.6 million credit to provision for loan and lease losses during the first quarter of 2013, compared to provision expense of $30.7 million during the first quarter of 2012. The credit to provision expense related to covered loans totaled $22.6 million during the first quarter of 2013, compared to provision expense of $9.6 million during the first quarter of 2012, a $32.2 million favorable change. The significant reduction in provision expense for covered loans resulted from lower current impairment, payoffs and reversal of certain previously identified post-acquisition deterioration of acquired loans covered by loss share agreements. Net charge-offs resulting from post-acquisition deterioration of covered loans equaled $20.9 million during the first quarter of 2013, up from $12.7 million for the first quarter of 2012 as covered assets continue to be resolved.

Provision expense for noncovered loans totaled $4.0 million during the first quarter of 2013, compared to $21.1 million during the first quarter of 2012, a reduction of $17.1 million, resulting from lower charge-offs and credit quality improvements in the noncovered commercial loan portfolio. Net charge-offs on noncovered loans during the first quarter of 2013 equaled $6.5 million, compared to $15.6 million during the first quarter of 2012. On an annualized basis, noncovered loan net charge-offs for the first quarter of 2013 represented 0.23 percent of average noncovered loans and leases, compared to 0.54 percent for the same period of 2012.

NONINTEREST INCOME

Noninterest income for the first quarter of 2013 equaled $57.5 million, compared to $46.9 million in the comparable period of 2012. This increase of $10.6 million includes gross proceeds of $7.5 million relating to the sale of a large portion of our client bank processing service relationships, a favorable change in the FDIC receivable adjustment and higher credit card income. As discussed more fully under the caption Comparability of Financial Statements, the noninterest income impact of adjustments to the FDIC receivable is subject to volatility resulting from unexpected payments, changes in post-acquisition impairment and revisions in estimates of the timing of the cash flows of the indemnification asset.

NONINTEREST EXPENSE

Noninterest expense increased $11.0 million in the first quarter of 2013 to $194.4 million, compared to $183.3 million in the first quarter of 2012. The 2013 increase includes the impact of higher pension expense, $1.4 million of fixed asset impairments recorded due to the sale of a large portion of our client bank processing service relationships and fees for recently outsourced functions.

INCOME TAXES

Income tax expense totaled $31.1 million and $18.4 million for the first quarter of 2013 and 2012, representing effective tax rates of 35.8 percent and 34.1 percent during the respective periods.

The higher effective tax rate for the first quarter of 2013 results from the diminished impact of various favorable permanent differences on higher pre-tax income.

NONPERFORMING ASSETS

As of March 31, 2013, BancShares’ nonperforming assets amounted to $273.2 million, or 2.06 percent of total loans and leases plus other real estate owned (OREO), compared to $310.4 million, or 2.29 percent, at December 31, 2012, and $549.1 million, or 3.96 percent, at March 31, 2012. Of the $273.2 million in nonperforming assets at March 31, 2013, $145.8 million is covered by loss share agreements, with the remaining $127.4 million not covered by loss share agreements. Nonperforming assets not covered by loss share agreements represented 1.10 percent of noncovered loans and leases plus OREO as of March 31, 2013, compared to 0.99 percent as of March 31, 2012, due to higher nonaccrual loans. Covered nonperforming assets declined significantly from March 31, 2012, due to a large reduction in loans accounted for on the cost recovery method during late 2012 as those loans were deployed to an acquired loan accounting system and began to accrete yield.

COMPARABILITY OF FINANCIAL STATEMENTS

The comparability of BancShares' results of operations for 2013 and 2012 is affected by earlier FDIC-assisted transactions. Various post-acquisition adjustments to the carrying value of acquired assets may have a significant impact on net interest income, provision for loan and lease losses and noninterest income. Accretable fair value discounts recorded on acquired loans are recognized in income over the estimated life of the loans, with accelerated accretion recognized if repayments occur sooner than originally estimated. In cases where post-acquisition deterioration of credit quality is identified for acquired loans, allowances are established through the provision for loan and lease losses. When credit quality improves subsequent to the acquisition date, fair value discounts that were initially identified as nonaccretable are reclassified as accretable and recognized as interest income over the remaining life of the loan. Additionally, improved ability to project cash flows for loans deployed to an acquired loan accounting system during the third and fourth quarters of 2012 has resulted in increased accretion income during 2013.

For loans and OREO covered by FDIC loss share agreements, the net increase or decrease in the estimated recoverable amount resulting from deterioration or improvement is recognized as an adjustment to the FDIC receivable with an offset to noninterest income. Increases to the FDIC receivable resulting from post-acquisition deterioration are recognized immediately. However, reductions in the FDIC receivable resulting from post-acquisition improvements are recognized prospectively over the shorter of the covered asset's remaining life or the relevant loss share agreement.

ABOUT FIRST CITIZENS BANCSHARES

As of March 31, 2013, BancShares had total assets of $21.4 billion. BancShares is the financial holding company for First Citizens Bank. First Citizens Bank provides a broad range of financial services to individuals, businesses, professionals and the medical community through a network of 412 branch offices, telephone banking, online banking and ATMs.

For more information, visit First Citizens' website at firstcitizens.com.

###

This news release may contain forward-looking statements. A discussion of factors that could cause First Citizens' actual results to differ materially from those expressed in such forward-looking statements is included in First Citizens' filings with the SEC.

CONDENSED STATEMENTS OF INCOME

	Three months ended March 31
(thousands, except share data; unaudited)	2013				2012
Interest income	$	220,604			$	246,752
Interest expense	15,722				25,800
Net interest income	204,882				220,952
Provision for loan and lease losses	(18,606		)		30,715
Net interest income after provision for loan and lease losses	223,488				190,237
Noninterest income	57,513				46,943
Noninterest expense	194,355				183,331
Income before income taxes	86,646				53,849
Income taxes	31,061				18,354
Net income	$	55,585			$	35,495
Taxable-equivalent net interest income	$	205,553			$	221,765
Net income per share	$	5.78			$	3.45
Cash dividends per share	0.30				0.30
Profitability Information (annualized)
Return on average assets	1.07			%	0.68		%
Return on average equity	12.01				7.63
Taxable-equivalent net yield on interest-earning assets	4.35				4.80

CONDENSED BALANCE SHEETS

(thousands, except share data; unaudited)	March 31, 2013		December 31, 2012		March 31, 2012
Assets
Cash and due from banks	$	460,217	$	639,730	$	552,663
Overnight investments	954,232		443,180		752,334
Investment securities	5,280,907		5,227,570		4,459,427
Loans and leases covered by loss share agreements	1,621,327		1,809,235		2,183,869
Loans and leases not covered by loss share agreements	11,509,080		11,576,115		11,489,529
Less allowance for loan and lease losses	273,019		319,018		272,500
Receivable from FDIC for loss share agreements	195,942		270,192		492,384
Other assets	1,602,326		1,636,648		1,567,955
Total assets	$	21,351,012	$	21,283,652	$	21,225,661
Liabilities and shareholders' equity
Deposits	$	18,064,921	$	18,086,025	$	17,759,492
Other liabilities	1,367,510		1,333,620		1,574,046
Shareholders' equity	1,918,581		1,864,007		1,892,123
Total liabilities and shareholders' equity	$	21,351,012	$	21,283,652	$	21,225,661
Book value per share	$	199.46	$	193.75	$	184.14

SELECTED AVERAGE BALANCES

	Three months ended March 31
(thousands, except shares outstanding; unaudited)	2013		2012
Total assets	$	21,150,143	$	20,843,491
Investment securities	5,196,930		4,141,160
Loans and leases	13,289,828		13,822,226
Interest-earning assets	19,180,308		18,584,625
Deposits	17,922,665		17,498,813
Interest-bearing liabilities	14,140,511		14,478,901
Shareholders' equity	$	1,877,445	$	1,870,066
Shares outstanding	9,618,985		10,283,842

CAPITAL INFORMATION

(dollars in thousands; unaudited)	March 31, 2013			December 31, 2012			March 31, 2012
Tier 1 capital	$	1,972,088		$	1,949,985		$	2,108,473
Total capital	2,201,953			2,179,370			2,359,915
Risk-weighted assets	13,601,048			13,663,353			13,394,789
Tier 1 capital ratio	14.50		%	14.27		%	15.74		%
Total capital ratio	16.19			15.95			17.62
Leverage capital ratio	9.36			9.22			10.16

ASSET QUALITY DISCLOSURES

	2013				2012
	First				Fourth				Third				Second				First
	Quarter				Quarter				Quarter				Quarter				Quarter
	(dollars in thousands)
Allowance for loan and lease losses at beginning of period	$	319,018			$	276,554			$	272,929			$	272,500			$	270,144
Provision for loan and lease losses:
Covered by loss share agreements	(22,622		)		62,332				10,226				18,678				9,603
Not covered by loss share agreements	4,016				2,548				7,397				10,989				21,112
Net charge-offs of loans and leases:
Charge-offs	(28,944		)		(23,969		)		(15,196		)		(30,934		)		(30,379		)
Recoveries	1,551				1,553				1,198				1,696				2,020
Net charge-offs of loans and leases	(27,393		)		(22,416		)		(13,998		)		(29,238		)		(28,359		)
Allowance for loan and lease losses at end of period	$	273,019			$	319,018			$	276,554			$	272,929			$	272,500
Allowance for loan and lease losses at end of period allocated to loans and leases:
Covered by loss share agreements	$	96,473			$	139,972			$	90,507			$	87,797			$	86,117
Not covered by loss share agreements	176,546				179,046				186,047				185,132				186,383
Allowance for loan and lease losses at end of period	$	273,019			$	319,018			$	276,554			$	272,929			$	272,500
Detail of net charge-offs of loans and leases:
Covered by loss share agreements	$	20,877			$	12,867			$	7,516			$	16,998			$	12,747
Not covered by loss share agreements	6,516				9,549				6,482				12,240				15,612
Total net charge-offs	$	27,393			$	22,416			$	13,998			$	29,238			$	28,359
Reserve for unfunded commitments	$	7,744			$	7,692			$	7,999			$	7,869			$	7,789
Average loans and leases:
Covered by loss share agreements	$	1,697,776			$	1,825,491			$	1,916,305			$	2,076,199			$	2,254,636
Not covered by loss share agreements	11,592,052				11,532,437				11,534,859				11,535,335				11,567,590
Loans and leases at period-end:
Covered by loss share agreements	1,621,327				1,809,235				1,897,097				1,999,351				2,183,869
Not covered by loss share agreements	11,509,080				11,576,115				11,455,233				11,462,458				11,489,529
Risk Elements
Nonaccrual loans and leases:
Covered by loss share agreements	$	43,882			$	74,479			$	142,696			$	271,381			$	292,229
Not covered by loss share agreements	82,583				89,845				75,255				69,406				66,363
Other real estate:
Covered by loss share agreements	101,901				102,577				116,405				117,381				142,418
Not covered by loss share agreements	44,828				43,513				45,063				49,454				48,092
Total nonperforming assets	$	273,194			$	310,414			$	379,419			$	507,622			$	549,102
Nonperforming assets covered by loss share agreements	$	145,783			$	177,056			$	259,101			$	388,762			$	434,647
Nonperforming assets not covered by loss share agreements	127,411				133,358				120,318				118,860				114,455
Total nonperforming assets	$	273,194			$	310,414			$	379,419			$	507,622			$	549,102
Ratios
Net charge-offs (annualized) to average loans and leases:
Covered by loss share agreements	4.99			%	2.80			%	1.56			%	3.29			%	2.27			%
Not covered by loss share agreements	0.23				0.33				0.22				0.43				0.54
Allowance for loan and lease losses to total loans and leases:
Covered by loss share agreements	5.95				7.74				4.77				4.39				3.94
Not covered by loss share agreements	1.53				1.55				1.62				1.62				1.62
Nonperforming assets to total loans and leases plus other real estate:
Covered by loss share agreements	8.46				9.26				12.87				18.37				18.68
Not covered by loss share agreements	1.10				1.15				1.05				1.03				0.99
Total	2.06				2.29				2.81				3.72				3.96