Item 2.02. Results of Operations and Financial Condition.

On January 16, 2013, First Niagara Financial Group, Inc. announced that it will recognize a pre-tax adjustment of $16 million, or $0.03 per share, in 2012 to accelerate premium amortization on its Collateralized Mortgage Obligations ("CMO") portfolio. The adjustment reduces the amount of unamortized premium on the CMO portfolio to reflect the impacts of the substantial level of prepayments received in recent months and the expected elevated levels of cash flows to be received for the foreseeable future.

Except for this adjustment, First Niagara expects to report non-GAAP operating earnings per share consistent with current consensus analyst expectations.

A copy of the press release is included as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits

(a) Not Applicable.

(b) Not Applicable.

(c) Not Applicable.

(d) Exhibits.

Exhibit No. Description

99.1 Press release dated January 16, 2013