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): October 29, 2003

CABOT OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-10447	04-3072771
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer 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 October 29, 2003.

Item 12. Results of Operations and Financial Condition

On October 29, 2003, we issued a press release with respect to our 2003 third 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 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: October 29, 2003

EXHIBIT INDEX

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

EX-99.1

Exhibit 99.1

	NEWS RELEASE
[Cabot Oil & Gas Corporation Logo]
	1200 Enclave Parkway, Houston, Texas 77077
	P. O. Box 4544, Houston, Texas 77210-4544
	(281) 589-4600

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

CABOT OIL & GAS ANNOUNCES RECORD

THIRD QUARTER FINANCIAL RESULTS

HOUSTON, October 29, 2003 – Cabot Oil & Gas Corporation (NYSE:COG) today announced its best third quarter ever with net income of $22.7 million, or $.70 per share, and discretionary cash flow of $63.9 million. These results compare to net income of $6.1 million, or $.19 per share, and discretionary cash flow of $45.5 million for the 2002 third quarter. Cash flow from operations also reached a third quarter high-water mark at $65.9 million versus $25.3 million in the comparable period for last year.

The significant increases in both net income and cash flow were driven primarily by the continued strength in higher realized commodity prices over last year’s comparable third quarter. Realized natural gas prices rose 64 percent for the 2003 third quarter, averaging $4.53 per Mcf, versus $2.77 per Mcf for the same quarter last year. Oil prices were also up with a $28.40 per barrel realization in the third quarter this year compared to $24.97 per barrel during last year’s comparable period.

“The higher commodity prices that resulted in record second quarter results continued into the third quarter,” said Dan O. Dinges, Chairman and Chief Executive Officer. “We have once again seen the benefits of strong prices and stable production levels that have now allowed us to overcome the first quarter impairment and change in accounting method to post a profit for the nine months year to date.”

Consistent with the Company’s public guidance, total production of 22,934 Mmcfe

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Cabot Oil & Gas/ 2

during the third quarter was down 1.9 percent compared to the 23,376 Mmcfe recorded in the corresponding period last year. However, production increased 2.7 percent between the second and third quarters of 2003 on the strength of continued drilling success in the East region.

During the course of the third quarter Cabot placed in escrow $15.8 million in proceeds from the sale of certain non-strategic properties. “These funds were placed in escrow to facilitate a potential like-kind exchange transaction,” said Dinges.

The transaction involved 57 wells in the East and resulted in a net pretax benefit to the income statement of $1.1 million. This was comprised of a gain of $7.0 million, partially offset by an impairment of $5.9 million required by SFAS 144 “Accounting for the Impairment or Disposal of Long-Lived Assets” due to the transaction including a partial field sale.

Year-to-Date

For the nine months ended September 30, 2003, Cabot reported net income of $1.3 million, or $.04 per share, versus $7.4 million, or $.23 per share, in last year’s comparable period. The Company also experienced an increase in discretionary cash flow to $194.1 million in 2003 versus $120.7 million in 2002, along with a near doubling in cash flow from operations from $108.3 million to $205.7 million.

As previously stated, the year has experienced certain non-cash items that have impacted earnings including the impact of the Kurten field impairment ($54.4 million after tax, or $1.70 per share), the adoption of SFAS No. 143 “Accounting for Asset Retirement Obligations” ($6.8 million after tax, or $.21 per share), both of which occurred in the first quarter. The Company also recorded a net benefit from the sale of non-strategic properties in the East ($0.7 million after tax, or $.03 per share). Excluding the impact of these non-cash items, Cabot’s net income was $61.6 million, or $1.92 per share, for the first nine months.

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As of September 30, 2003, the Company’s total debt stood at $285 million, reflecting a $19 million decrease during the quarter. This compares to $395 million at the same time last year and $365 million at year end. “This debt reduction is the direct result of higher realized prices and our focus to balance our spending decisions with debt repayment,” said Dinges. “This brings Cabot’s outstanding balance on its Revolving Credit facility to only $15 million with $235 million of capacity. Additionally, this improvement in financial leverage has come at a time when Cabot is pursuing its second largest capital program ever, excluding acquisitions.”

New Hedge Positions

Cabot has entered into five new hedge positions covering approximately 25,000 Mmbtu per day of the Company’s 2004 anticipated natural gas production. The two costless collars and three swaps are for 5,000 Mmbtu per day each and will be in effect from January through December 2004, as summarized in the following table:

Location	Transaction	Price/Mmbtu*
East	Swap	$5.15
East	Costless collar	$4.75 floor / $6.75 ceiling
Mid-Continent	Swap	$4.595
Mid-Continent	Costless collar	$4.50 floor / $5.45 ceiling
Rocky Mountains	Swap	$4.17

* Price includes the impact of regional basis differentials.

The Company also entered into an oil hedge covering 1,000 barrels per day for the period January through December 2004. The transaction is in the form of a “range swap” which provides for a fixed price swap at $29.50 per barrel. To receive the premium swap price Cabot agreed to a “fade-out” provision that calls for the Company to receive the market price for the month the crude oil NYMEX contract average is less than $22.00 per barrel.

“This hedge layering strategy enables us to lock in natural gas and oil prices that are above our budgeted economic hurdle rate,” said Dinges. “To date we have approximately 47 percent of 2004 anticipated natural gas production hedged and 45 percent of the 2004 oil production covered by range swaps. Going forward we will continue to evaluate the merits of additional

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hedge positions that would complement existing transactions.”

Additionally, in October Cabot placed three hedges for 10,000 Mmbtu per day each covering natural gas production for 2005. The hedges were in the form of swaps and costless collars. Specifically, the Company swapped volumes in its East and Mid-Continent areas at $5.05 per Mmbtu and $4.50 per Mmbtu, respectively. The costless collar provides a floor price of $4.50 per Mmbtu and a ceiling price of $5.00 per Mmbtu for Gulf Coast volumes.

Listen in live to Cabot Oil & Gas Corporation’s third quarter earnings discussion with financial analysts on Thursday, October 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 575063. The audio webcast and teleconference replay will be available beginning October 30 at 12:30 PM EDT.

The latest financial guidance, including the Company’s hedge position, along with a 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.

* * *

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/ 5

OPERATING DATA

	Quarter Ended September 30,						Nine Months Ended September 30,
	2003			2002			2003			2002
PRODUCED NATURAL GAS (Bcf) & OIL (MBbl)
Natural Gas
Gulf Coast		7.7			8.0			21.8			23.2
West		5.9			6.2			18.0			19.0
East		4.9			4.5			13.9			13.5
Total		18.5			18.7			53.7			55.7
Crude/Condensate
Gulf Coast		683			697			2,027			1,963
West		46			61			146			164
East		7			8			20			24
Total		736			766			2,193			2,151
Natural Gas Liquids		3			10			38			30
Equivalent Production (Bcfe)		22.9			23.4			67.1			68.7
PRICES
Average Produced Gas Sales Price ($/Mcf)
Gulf Coast	$	4.68		$	3.21		$	4.83		$	3.07
West	$	3.75		$	2.00		$	3.65		$	2.18
East	$	5.24		$	3.04		$	5.17		$	3.07
Total	$	4.53		$	2.77		$	4.53		$	2.76
Crude/Condensate Price ($/Bbl)
Gulf Coast	$	28.32		$	24.76		$	29.50		$	23.27
West	$	29.75		$	27.29		$	30.07		$	24.71
East	$	28.02		$	25.90		$	28.67		$	21.34
Total	$	28.40		$	24.97		$	29.53		$	23.36
WELLS DRILLED
Gross		55			31			123			85
Net		44			19			99			56
Gross Success Rate		87	%		90	%		90	%		93	%

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Cabot Oil & Gas Results/ 6

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

(In Thousands, Except Per Share Amounts)

	Quarter Ended September 30,					Nine Months Ended September 30,
	2003		2002			2003			2002
Operating Revenues
Natural Gas Production	$	84,555	$	52,029		$	242,841		$	152,684
Brokered Natural Gas		18,709		10,838			73,929			40,223
Crude Oil and Condensate		21,455		20,754			65,098			51,792
Other		752		1,928			6,275			5,508
		125,471		85,549			388,143			250,207
Operating Expenses
Brokered Natural Gas Cost		16,602		9,771			66,402			36,619
Direct Operations—Field and Pipeline		11,271		11,652			36,022			35,808
Exploration		13,999		9,803			43,053			27,683
Depreciation, Depletion and Amortization		25,984		27,757			77,929			79,094
Impairment of Long-Lived Assets		5,870		—			93,796			1,063
General and Administrative		5,802		5,966			18,569			21,277
Taxes Other Than Income		9,301		5,273			28,176			18,900
		88,829		70,222			363,947			220,444
Gain (Loss) on Sale of Assets		6,988		(216	)		7,593			195
Income from Operations		43,630		15,111			31,789			29,958
Interest Expense and Other		6,972		6,314			18,549			18,871
Income Before Income Taxes		36,658		8,797			13,240			11,087
Income Tax Expense		13,990		2,672			5,044			3,638
Net Income Before Cumulative Effect of Accounting Change		22,668		6,125			8,196			7,449
Cumulative Effect of Accounting Change (1)		—		—			(6,847	)		—
Net Income	$	22,668	$	6,125		$	1,349		$	7,449
Net Earnings Per Share—Basic	$	0.70	$	0.19		$	0.04		$	0.23
Average Common Shares Outstanding		32,179		31,793			32,000			31,712

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

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CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(In thousands)

	September 30, 2003		Dec. 31, 2002
Assets
Current Assets	$	131,369	$	93,121
Property, Equipment and Other Assets		888,623		978,767
Total Assets	$	1,019,992	$	1,071,888
Liabilities and Stockholders’ Equity
Current Liabilities	$	148,787	$	121,890
Long-Term Debt		285,000		365,000
Deferred Income Taxes		174,822		200,207
Other Liabilities		55,337		34,134
Stockholders’ Equity		356,046		350,657
Total Liabilities and Stockholders’ Equity	$	1,019,992	$	1,071,888

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In thousands)

	Quarter Ended September 30,						Nine Months Ended September 30,
	2003			2002			2003			2002
Cash Flows From Operating Activities
Net Income	$	22,668		$	6,125		$	1,349		$	7,449
Cumulative Effect of Accounting Change		—			—			6,847			—
Impairment of Long-Lived Assets		5,870			—			93,796			1,063
Income Charges Not Requiring Cash		25,326			26,831			78,797			82,254
(Gain) Loss on Sale of Assets		(6,988	)		216			(7,593	)		(195	)
Deferred Income Taxes		3,072			2,492			(22,176	)		2,443
Changes in Assets and Liabilities		1,955			(20,215	)		11,633			(12,416	)
Exploration Expense		13,999			9,803			43,053			27,683
Net Cash Provided by Operations		65,902			25,252			205,706			108,281
Cash Flows From Investing Activities
Capital Expenditures		(33,985	)		(15,460	)		(85,384	)		(86,649	)
Proceeds from Sale of Assets		15,821			228			18,181			3,671
Restricted Cash		(15,761	)		—			(15,761	)		—
Exploration Expense		(13,999	)		(9,803	)		(43,053	)		(27,683	)
Net Cash Used by Investing		(47,924	)		(25,035	)		(126,017	)		(110,661	)
Cash Flows From Financing Activities
Sale of Common Stock Proceeds		3,393			13			5,851			3,150
Increase (Decrease) in Debt		(19,000	)		(2,000	)		(80,000	)		2,000
Dividends Paid		(1,287	)		(1,272	)		(3,755	)		(3,808	)
Net Cash Provided (Used) by Financing		(16,894	)		(3,259	)		(77,904	)		1,342
Net Increase (Decrease) in Cash and Cash Equivalents	$	1,084		$	(3,042	)	$	1,785		$	(1,038	)

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Selected Item Review and Reconciliation of Net Income and Earnings Per Share

(In thousands, except per share amounts)

	Quarter Ended September 30,						Nine Months Ended September 30,
	2003			2002			2003			2002
As Reported—Net Income	$	22,668		$	6,125		$	1,349		$	7,449
Reversal of Selected Items, Net of Tax:
Retirement of Executive Officer		—			—			—			2,205
Revision of Tax Basis on Acquisition		—			(790	)		—			(790	)
Impairment of Long-Lived Assets		3,634			—			58,060			714
Severance Tax Refund		—			—			—			(695	)
(Gain) Loss on Sale of Assets		(4,326	)		151			(4,700	)		(131	)
Cumulative Effect of Accounting Change		—			—			6,847			—
Net Income Including Reversal of Selected Items	$	21,976		$	5,486		$	61,556		$	8,752
As Reported—Net Earnings Per Share	$	0.70		$	0.19		$	0.04		$	0.23
Per Share Impact of Reversing Selected Items		(0.02	)		(0.02	)		1.88			0.04
Net Earnings Per Share Including Reversal of Selected Items	$	0.68		$	0.17		$	1.92		$	0.27
Average Common Shares Outstanding		32,179			31,793			32,000			31,712

Discretionary Cash Flow Calculation and Reconciliation

(In thousands)

	Quarter Ended September 30,						Nine Months Ended September 30,
	2003			2002			2003			2002
Discretionary Cash Flow
As Reported—Net Income	$	22,668		$	6,125		$	1,349		$	7,449
Plus:
Cumulative Effect of Accounting Change		—			—			6,847			—
Impairment of Long-Lived Assets		5,870			—			93,796			1,063
Income Charges Not Requiring Cash		25,326			26,831			78,797			82,254
(Gain) Loss on Sale of Assets		(6,988	)		216			(7,593	)		(195	)
Deferred Income Taxes		3,072			2,492			(22,176	)		2,443
Exploration Expense		13,999			9,803			43,053			27,683
Discretionary Cash Flow		63,947			45,467			194,073			120,697
Plus: Changes in Assets and Liabilities		1,955			(20,215	)		11,633			(12,416	)
Net Cash Provided by Operations	$	65,902		$	25,252		$	205,706		$	108,281