8-K

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): July 29, 2003

CABOT OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-10447	04-3072771
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

1200 Enclave Parkway
Houston, Texas	77077
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (281) 589-4600

Item 7.    Financial Statements and Exhibits.

(c) Exhibits

99.1    Press release issued by Cabot Oil & Gas Corporation dated July 29, 2003.

Item 12.    Results of Operations and Financial Condition

On July 29, 2003, we issued a press release with respect to our 2003 second quarter earnings. The press release is furnished as Exhibit 99.1 to this Current Report and incorporated by reference herein. The press release contains certain measures (discussed below) which may be deemed “non-GAAP financial measures” as defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as amended. In each case, the most directly comparable GAAP financial measure and information reconciling the GAAP and non-GAAP measures is also included in the press release.

The information furnished pursuant to this Item 12, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

From time to time management discloses Discretionary Cash Flow and Net Income excluding selected items and Earnings Per Share excluding selected items. These non-GAAP financial measures and reconciliations to the most comparable GAAP financial measure for the second quarter of 2003 are included in Exhibit 99.1 to this Current Report, furnished to the Securities and Exchange Commission.

Discretionary Cash Flow is defined as Net Income plus non-cash charges and Exploration Expense. Discretionary Cash Flow is widely accepted as a financial indicator of an oil and gas company’s ability to generate cash which is used to internally fund exploration and development activities, pay dividends and service debt. Discretionary Cash Flow is presented based on management’s belief that this non-GAAP measure is useful information to investors when comparing our cash flows with the cash flows of other companies that use the Full Cost method of accounting for oil and gas producing activities or have different financing and capital structures or tax rates. Discretionary Cash Flow is not a measure of financial performance under GAAP and should not be considered as an alternative to cash flows from operating activities, as defined by GAAP, or as a measure of liquidity, or an alternative to Net Income.

Net Income excluding selected items and Earnings Per Share excluding selected items are presented based on managements belief that these non-GAAP measures enable a user of the financial information to understand the impact of these items on reported results. Additionally, this presentation provides a beneficial comparison to similarly adjusted measurements of prior periods. Net Income and Earnings Per Share excluding selected items is

not a measure of financial performance under GAAP and should not be considered as an alternative to Net Income and Earnings Per Share, as defined by GAAP.

SIGNATURE

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

CABOT OIL & GAS CORPORATION
By:	/s/    Henry C. Smyth
	Henry C. Smyth Vice President, Controller and Treasurer

Date: July 29, 2003

EXHIBIT INDEX

99.1 —    Press release issued by Cabot Oil & Gas Corporation dated July 29, 2003.

EX-99.1

EXHIBIT 99.1

[Cabot Oil & Gas Corporation Letterhead]

NEWS RELEASE

1200 Enclave Parkway, Houston, Texas 77077

P. O. Box 4544, Houston, Texas 77210-4544

(281) 589-4600

FOR IMMEDIATE RELEASE	FOR MORE INFORMATION CONTACT:
July 29, 2003	Scott Schroeder (281) 589-4993

CABOT OIL & GAS ANNOUNCES RECORD SECOND QUARTER FINANCIAL RESULTS

HOUSTON, July 29, 2003 – Cabot Oil & Gas Corporation (NYSE:COG) today announced second quarter net income of $17.9 million, or $.56 per share, and discretionary cash flow of $62.5 million. These results compare favorably to net income of $2.1 million, or $.07 per share, and discretionary cash flow of $40.8 million for the 2002 second quarter. Also for the second quarter of 2003, cash flow from operations was $80.3 million, up 50 percent versus $53.5 million in the comparable period for last year.

Higher realized commodity prices drove the significant increases in net income and cash flows over last year’s comparable quarter. Realized natural gas prices averaged $4.50 per Mcf in the second quarter of 2003, up 51 percent, versus the $2.99 per Mcf reported during the same period last year. Oil prices exhibited strong gains with a $29.27 per barrel realization for the 2003 second quarter versus $24.19 per barrel during last year’s comparable period.

Consistent with the Company’s public guidance, daily production was down slightly in the second quarter of 2003 versus the level reported in the second quarter of 2002, with the Company recording production of 245.3 Mmcfe per day versus 250.8 Mmcfe per day, respectively. Production was up 1 percent sequentially compared to the 242.9 Mmcfe per day produced during the first three months of 2003.

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CABOT OIL & GAS / 2

“This was our best second quarter ever in terms of both earnings and cash flow,” said Dan O. Dinges, Chairman, President and Chief Executive Officer. “The strong prices, consistent production volumes and lower debt levels made this a standout quarter.”

In terms of expenses, the strength of commodity prices was more than enough to offset a 28 percent increase in benefit costs that impacted the Direct Operations and General and Administrative expense categories, a 45 percent increase in exploration expense and a 16 percent rise in production taxes due to these high prices. “The increase in exploration expense was a direct result of the significantly larger exploration program the Company has planned for this year, including more seismic investment and dry hole exposure,” commented Dinges. Last year’s second quarter General and Administrative expense included a $3.6 million impact of a chief executive officer retirement.

Year-to-Date

For the first six months of the year, the Company recorded a net loss of $21.3 million, or $.67 per share, and discretionary cash flow of $130.1 million. For comparison, last year’s first half results were a profit of $1.3 million, or $.04 per share, and discretionary cash flow of $75.2 million. Cash flow from operations was $139.8 million in the first half of 2003 versus $83 million in the comparable period for last year.

The period January through June 2003 encompasses the first quarter effects of the Kurten field impairment, a $54.4 million after-tax charge, and the adoption of SFAS No. 143 “Accounting for Asset Retirement Obligations,” a $6.8 million after-tax item. Excluding the impact of these non-cash selected items, Cabot’s net income was $39.9 million, or $1.25 per share for the first six months.

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CABOT OIL & GAS / 3

“We expect, based on our existing hedge position and the continuing strength of commodity prices, Cabot will realize a profit for the year, overcoming the $61.2 million in (after-tax) non-cash selected items,” added Dinges.

As of June 30, 2003, the Company’s long-term debt was $304 million, down from $397 million at June 30, 2002. “The $93 million reduction in debt year-over-year and a $61 million reduction in the first six months have been made possible by higher realized prices and our ongoing commitment to prudent spending,” said Dinges. “Our debt to total capitalization ratio now stands at 49 percent. We have focused on strengthening our financial position and pursuing opportunities that expose Cabot to further growth potential, including adding to our capital program.”

Listen in live to Cabot Oil & Gas Corporation’s second quarter earnings discussion with financial analysts on Wednesday, July 30 at 9:30 AM EDT (8:30 AM CDT) at www.cabotog.com. A teleconference replay will also be available at (888) 203-1112 (international (719) 457-0820), reservation number 472122. The audio webcast and teleconference replay will be available beginning July 30 at 12:30 PM EDT.

The latest financial guidance and replay of the webcast, which will be archived for one year, are available in the investor relations section of the Company’s website at www.cabotog.com.

Cabot Oil & Gas Corporation, headquartered in Houston, Texas, is a leading independent natural gas producer with substantial interests in the Gulf Coast, including Texas and Louisiana; the West, with the Rocky Mountains and Mid-Continent; and the East. For additional information, visit the Company’s Internet homepage at www.cabotog.com.

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CABOT OIL & GAS / 4

* * *

The statements regarding future financial performance and results and the other statements which are not historical facts contained in this release are forward-looking statements that involve risks and uncertainties, including, but not limited to, market factors, the market price (including regional basis differentials) of natural gas and oil, results of future drilling and marketing activity, future production and costs, and other factors detailed in the Company’s Securities and Exchange Commission filings.

# # #

CABOT OIL & GAS RESULTS — Page 5

OPERATING DATA

	Quarter Ended June 30,						Six Months Ended June 30,
	2003			2002			2003			2002
PRODUCED NATURAL GAS (Bcf) & OIL (MBbl)
Natural Gas
Gulf Coast		7.4			7.7			14.1			15.2
West		6.0			6.4			12.1			12.8
East		4.6			4.4			9.0			8.9
Total		18.0			18.5			35.2			36.9
Crude/Condensate
Gulf Coast		648			656			1,344			1,266
West		51			53			100			103
East		7			8			13			16
Total		706			717			1,457			1,385
Natural Gas Liquids		6			5			35			20
Equivalent Production (Bcfe)		22.3			22.8			44.2			45.3
PRICES
Average Produced Gas Sales Price ($/Mcf)
Gulf Coast	$	4.96		$	3.35		$	4.92		$	2.99
West	$	3.60		$	2.40		$	3.61		$	2.27
East	$	4.92		$	3.31		$	5.13		$	3.08
Total	$	4.50		$	2.99		$	4.52		$	2.76
Crude/Condensate Price ($/Bbl)
Gulf Coast	$	29.30		$	24.16		$	30.10		$	22.41
West	$	28.47		$	25.23		$	30.22		$	23.17
East	$	31.83		$	21.87		$	29.05		$	19.18
Total	$	29.27		$	24.19		$	30.10		$	22.43
WELLS DRILLED
Gross		43			33			68			54
Net		37.1			24.2			55.6			36.5
Gross Success Rate		95	%		94	%		93	%		94	%

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CABOT OIL & GAS RESULTS — Page 6

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

(In Thousands, Except Per Share Amounts)

	Quarter Ended June 30,						Six Months Ended June 30,
	2003			2002			2003			2002
Operating Revenues
Natural Gas Production	$	81,113		$	55,300		$	159,286		$	101,806
Brokered Natural Gas		23,370			15,687			55,220			29,385
Crude Oil and Condensate		20,663			17,348			43,837			31,066
Change in Derivative Fair Value		(650	)		(564	)		(1,194	)		(1,180	)
Other		2,260			1,813			5,523			3,580
		126,756			89,584			262,672			164,657
Operating Expenses
Brokered Natural Gas Cost		21,539			14,581			49,800			26,848
Direct Operations—Field and Pipeline		13,825			11,921			24,751			24,156
Exploration		15,663			10,824			29,054			17,880
Depreciation, Depletion and Amortization		26,101			25,790			51,945			51,337
Impairment of Long-Lived Assets		—			—			87,926			1,063
General and Administrative		6,172			9,572			12,767			15,311
Taxes Other Than Income		8,651			7,475			18,875			13,627
		91,951			80,163			275,118			150,222
Gain on Sale of Assets		45			429			605			411
Income (Loss) from Operations		34,850			9,850			(11,841	)		14,846
Interest Expense and Other		5,952			6,331			11,577			12,557
Income (Loss) Before Income Taxes		28,898			3,519			(23,418	)		2,289
Income Tax Expense (Benefit)		10,994			1,398			(8,946	)		966
Net Income (Loss) Before Cumulative Effect of Accounting Change		17,904			2,121			(14,472	)		1,323
Cumulative Effect of Accounting Change (1)		—			—			(6,847	)		—
Net Income (Loss)	$	17,904		$	2,121		$	(21,319	)	$	1,323
Net Earnings (Loss) Per Share—Basic	$	0.56		$	0.07		$	(0.67	)	$	0.04
Average Common Shares Outstanding		31,980			31,737			31,909			31,671

⁽¹⁾ Cumulative effect of accounting change relates to the adoption of SFAS 143, “Accounting for Asset Retirement Obligations.”

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CABOT OIL & GAS RESULTS — Page 7

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(In Thousands)

	June 30, 2003		Dec. 31, 2002
Assets
Current Assets	$	109,997	$	93,121
Property, Equipment and Other Assets		897,334		978,767
Total Assets	$	1,007,331	$	1,071,888
Liabilities and Stockholders’ Equity
Current Liabilities	$	169,173	$	121,890
Long-Term Debt		304,000		365,000
Deferred Income Taxes		160,549		200,207
Other Liabilities		57,855		34,134
Stockholders’ Equity		315,754		350,657
Total Liabilities and Stockholders’ Equity	$	1,007,331	$	1,071,888

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In Thousands)

	Quarter Ended June 30,						Six Months Ended June 30,
	2003			2002			2003			2002
Cash Flows From Operating Activities
Net Income (Loss)	$	17,904		$	2,121		$	(21,319	)	$	1,323
Cumulative Effect of Accounting Change		—			—			6,847			—
Change in Derivative Fair Value		650			564			1,194			1,180
Impairment of Long-Lived Assets		—			—			87,926			1,063
Income Charges Not Requiring Cash		26,572			27,333			52,278			54,244
Gain on Sale of Assets		(45	)		(429	)		(605	)		(411	)
Deferred Income Taxes		1,762			422			(25,248	)		(49	)
Changes in Assets and Liabilities		17,751			12,644			9,677			7,799
Exploration Expense		15,663			10,824			29,054			17,880
Net Cash Provided by Operations		80,257			53,479			139,804			83,029
Cash Flows From Investing Activities
Capital Expenditures		(30,078	)		(30,126	)		(51,399	)		(71,188	)
Proceeds from Sale of Assets		758			3,445			2,360			3,443
Exploration Expense		(15,663	)		(10,824	)		(29,054	)		(17,880	)
Net Cash Used by Investing		(44,983	)		(37,505	)		(78,093	)		(85,625	)
Cash Flows From Financing Activities
Sale of Common Stock		1,960			3,031			2,458			3,136
Increase (Decrease) in Debt		(34,000	)		(15,000	)		(61,000	)		4,000
Dividends Paid		(1,195	)		(1,271	)		(2,468	)		(2,536	)
Net Cash Provided (Used) by Financing		(33,235	)		(13,240	)		(61,010	)		4,600
Net Increase in Cash and Cash Equivalents	$	2,039		$	2,734		$	701		$	2,004

CABOT OIL & GAS RESULTS — Page 8

Selected Item Review and Reconciliation of Net Income (Loss) and Earnings (Loss) Per Share

(In Thousands, Except Per Share Amounts)

	Quarter Ended June 30,				Six Months Ended June 30,
	2003		2002		2003			2002
As Reported—Net Income (Loss)	$	17,904	$	2,121	$	(21,319	)	$	1,323
Reversal of Selected Items, Net of Tax:
Retirement of Executive Officer		—		2,204		—			2,204
Impairment of Long-Lived Assets		—		—		54,338			652
Cumulative Effect of Accounting Change		—		—		6,847			—
Net Income Including Reversal of Selected Items	$	17,904	$	4,325	$	39,866		$	4,179
As Reported—Net Earnings (Loss) Per Share	$	0.56	$	0.07	$	(0.67	)	$	0.04
Per Share Impact of Reversing Selected Items		0.00		0.07		1.92			0.09
Net Earnings Per Share Including Reversal of Selected Items	$	0.56	$	0.14	$	1.25		$	0.13
Average Common Shares Outstanding		31,980		31,737		31,909			31,671

Discretionary Cash Flow Calculation and Reconciliation

(In Thousands)

	Quarter Ended June 30,						Six Months Ended June 30,
	2003			2002			2003			2002
Discretionary Cash Flow
As Reported—Net Income (Loss)	$	17,904		$	2,121		$	(21,319	)	$	1,323
Plus:
Cumulative Effect of Accounting Change		—			—			6,847			—
Change in Derivative Fair Value		650			564			1,194			1,180
Impairment of Long-Lived Assets		—			—			87,926			1,063
Income Charges Not Requiring Cash		26,572			27,333			52,278			54,244
Gain on Sale of Assets		(45	)		(429	)		(605	)		(411	)
Deferred Income Taxes		1,762			422			(25,248	)		(49	)
Exploration Expense		15,663			10,824			29,054			17,880
Discretionary Cash Flow		62,506			40,835			130,127			75,230
Plus: Changes in Assets and Liabilities		17,751			12,644			9,677			7,799
Net Cash Provided by Operations	$	80,257		$	53,479		$	139,804		$	83,029