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): July 27, 2011

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.)
Three Memorial City Plaza 840 Gessner Road, Suite 1400 Houston, Texas		77024
(Address of principal executive offices)		(Zip Code)

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

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 (see General Instruction A.2):

¨ 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.

On July 27, 2011, we issued a press release with respect to our 2011 second quarter earnings. The press release is furnished as Exhibit 99.1 to this Current Report. 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.

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, Net Income excluding selected items, Earnings per Share excluding selected items and Net Debt calculations and ratios. These non-GAAP financial measures, to the extent included in Exhibit 99.1, are reconciled to the most comparable GAAP financial measures in Exhibit 99.1.

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 management’s 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.

The total Debt to total Capitalization ratio is calculated by dividing total Debt by the sum of total Debt and total Stockholders’ Equity. This ratio is a measurement which is presented in our annual and interim filings and management believes this ratio is useful to investors in determining the Company’s leverage. Net Debt and the Net Debt to total Capitalization ratio are non-GAAP measures which have been presented in Exhibit 99.1. Net Debt is calculated by subtracting Cash and Cash Equivalents from Total Debt. Management believes that these measurements are also useful to investors since the Company has the ability to and may decide to use a portion of its Cash and Cash Equivalents to retire Debt. Additionally, as the Company may incur additional expenditures without increasing debt, it is appropriate to apply Cash and Cash Equivalents to Debt in calculating the Net Debt to total Capitalization ratio.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Press release issued by Cabot Oil & Gas Corporation dated July 27, 2011.

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/ Todd M. Roemer
	Todd M. Roemer
	Controller

Date: July 27, 2011

EXHIBIT INDEX

99.1 — Press release issued by Cabot Oil & Gas Corporation dated July 27, 2011

EX-99.1

Exhibit 99.1

FOR RELEASE July 27, 2011 FOR MORE INFORMATION CONTACT Scott Schroeder (281) 589-4993

Cabot Oil & Gas Announces Second Quarter Results,

47.5 Percent Production Growth Leads Operational Gains

HOUSTON, July 27, 2011 - Cabot Oil & Gas Corporation (NYSE: COG) today reported its second quarter results that included an overall growth in production of 47.5 percent between comparable second quarter periods. “This production growth clearly was the leading driver of our financial results and operational gains,” said Dan O. Dinges, Chairman, President and Chief Executive Officer. “An indicator of our significant momentum on this front was not only the 49.1 percent increase in natural gas but also the 21.7 percent increase in crude/condensate/NGL volumes, which resulted in Cabot’s highest quarterly production.”

Second quarter net income was $54.7 million, or $0.53 per share, as compared to net income of $21.7 million, or $0.21 per share, in the second quarter of 2010. Removing selected items in both periods (which are detailed in the Selected Items Table and include the impact of the sale of assets, stock compensation, pension and derivatives), the 2011 quarter’s net income was $42.9 million, or $0.41 per share, as compared to $19.9 million, or $0.19 per share, for the second quarter of 2010.

Cash flow from operations for the 2011 second quarter totaled $129.5 million, while discretionary cash flow was $146.9 million. Comparatively, 2010 second quarter cash flow from operations was $127.1 million, and discretionary cash flow was $109.5 million.

For the quarter, realized prices for both natural gas and oil were below last year’s second quarter postings. Natural gas was $4.67 per Mcf, down 17.3 percent from last year’s $5.65 per Mcf, while oil was off slightly at $95.17 per barrel versus $96.70 per barrel. Operating expenses and financing cost, in absolute terms, together increased 11 percent between comparable second quarters.

“However, on the strength of Cabot’s record quarterly production volumes, we have realized a 25 percent reduction in these costs per unit between second quarters,” commented Dinges.

- 1 -

Year-to-Date

In the six months ended June 30, 2011, Cabot reported net income of $67.6 million, or $0.65 per share, compared to $50.4 million, or $0.49 per share, for the same period last year. The cash flow comparisons for the six months ended June 30, 2011 and June 30, 2010, respectively, are cash flow from operations of $220.7 million versus $243.2 million and discretionary cash flow of $255.5 million versus $241.0 million. The 2011 six-month net income figure, after removal of the selected items, was $63.7 million, or $0.61 per share, versus $50.4 million, or $0.49 per share, for the six-month period ended June 30, 2010.

“The same dynamic that drove the second quarter results applies to the year-to-date periods – increased production and lower natural gas price realizations,” stated Dinges. “Production was up approximately 45 percent for the six-month comparable periods while natural gas prices fell 24.1 percent and oil prices dropped 5 percent.”

From a balance sheet perspective, the Company’s net debt to adjusted capital stands at 34.9% as of June 30, 2011. So far this year, Cabot has added $120 million to its outstanding borrowings to fund its investment efforts. “With our assets sales helping to fund our 2011 program, we have spent a net $350 million through six months,” commented Dinges. “And with our ongoing asset rationalization efforts, our full year net 2011 program will remain at, or below, original expectations.”

Conference Call

Listen in live to Cabot Oil & Gas Corporation’s second quarter financial and operational results discussion with financial analysts on Thursday, July 28, 2011 at 9:30 a.m. EDT (8:30 a.m. CDT) at www.cabotog.com. A teleconference replay will also be available at (800) 642-1687, (U.S./Canada) or (706) 645-9291 (International), pass code 75438015. The replay will be available for 48 hours. The latest financial guidance, including the Company’s hedge positions, along with a replay of the web cast, 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 its entire resource base located in the continental United States. 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.

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CABOT OIL & GAS RESULTS — Page 3

OPERATING DATA

	Quarter Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
PRODUCED NATURAL GAS (Bcf) & OIL (MBbl)
Natural Gas
North		34.6			17.1			61.7			31.5
South		8.5			11.8			17.8			22.8
Total		43.1			28.9			79.5			54.3
Crude/Condensate/Ngl
North		22.0			28.0			43.0			51.0
South		281.0			221.0			486.0			416.0
Total		303.0			249.0			529.0			467.0
Equivalent Production (Bcfe)		45.0			30.5			82.7			57.1
PRICES (1)
Average Produced Gas Sales Price ($/Mcf)
North	$	4.56		$	4.68			4.58		$	5.19
South	$	5.12		$	7.05			4.98		$	7.47
Total	$	4.67		$	5.65			4.67		$	6.15
Average Crude/Condensate Price ($/Bbl)
North	$	97.00		$	67.27			94.08		$	67.63
South	$	95.03		$	100.65			91.62		$	100.75
Total	$	95.17		$	96.70			91.80		$	97.04
WELLS DRILLED
Gross		28			21			52			45
Net		22			21			40			41
Gross Success Rate		100	%		100	%		100	%		98	%

⁽¹⁾ These realized prices include the realized impact of derivative instrument settlements.

	Quarter Ended June 30,					Six Months Ended June 30,
	2011			2010		2011			2010
Realized Impacts to Gas Pricing	$	0.32		$	1.44	$	0.34		$	1.29
Realized Impacts to Oil Pricing	$	(1.74	)	$	21.82	$	(1.61	)	$	22.09

CABOT OIL & GAS RESULTS — Page 4

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

(In thousands, except per share amounts)

	Quarter Ended June 30,				Six Months Ended June 30,
	2011		2010		2011		2010
Operating Revenues
Natural Gas	$	200,357	$	164,528	$	370,455	$	334,399
Brokered Natural Gas		11,072		13,348		29,480		38,221
Crude Oil and Condensate		28,042		21,211		46,634		41,193
Other		1,225		1,154		3,153		2,774
		240,696		200,241		449,722		416,587
Operating Expenses
Brokered Natural Gas Cost		9,796		11,793		25,158		33,061
Direct Operations		22,579		24,347		49,586		47,330
Transportation and Gathering		16,074		4,767		28,942		8,557
Taxes Other Than Income		5,877		11,841		14,028		22,646
Exploration		4,592		10,233		10,900		18,659
Depreciation, Depletion and Amortization		83,225		76,726		160,349		150,224
General and Administrative (excluding Stock-Based Compensation)		14,828		10,469		30,989		22,991
Stock-Based Compensation (1)		11,178		2,384		19,316		5,608
		168,149		152,560		339,268		309,076
Gain (Loss) on Sale of Assets		34,071		4,387		32,554		5,146
Income from Operations		106,618		52,068		143,008		112,657
Interest Expense and Other		18,044		15,769		35,411		30,681
Income Before Income Taxes		88,574		36,299		107,597		81,976
Income Tax Expense		33,897		14,617		40,034		31,598
Net Income	$	54,677	$	21,682	$	67,563	$	50,378
Earnings Per Share - Basic	$	0.53	$	0.21	$	0.65	$	0.49
Weighted Average Common Shares Outstanding		104,264		103,915		104,204		103,855

⁽¹⁾  Includes the impact of the Company’s performance share awards and restricted stock amortization as well as expense related to stock options and stock appreciation rights. Also includes expense for the Supplemental Employee Incentive Plans.

CABOT OIL & GAS RESULTS — Page 5

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(In thousands)

	June 30, 2011		December 31, 2010
Assets
Current Assets	$	235,838	$	203,008
Properties and Equipment, Net		3,967,716		3,762,760
Other Assets		46,606		39,263
Total Assets	$	4,250,160	$	4,005,031
Liabilities and Stockholders’ Equity
Current Liabilities	$	286,724	$	303,835
Long-Term Debt, excluding Current Maturities		1,095,000		975,000
Deferred Income Taxes		757,612		714,953
Other Liabilities		144,625		138,543
Stockholders’ Equity		1,966,199		1,872,700
Total Liabilities and Stockholders’ Equity	$	4,250,160	$	4,005,031

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

(In thousands)

	Quarter Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Cash Flows From Operating Activities
Net Income	$	54,677		$	21,682		$	67,563		$	50,378
Unrealized (Gain) Loss on Derivatives		903			(942	)		886			(355	)
Income Charges Not Requiring Cash		94,998			79,802			182,178			158,579
Loss (Gain) on Sale of Assets		(34,071	)		(4,387	)		(32,554	)		(5,146	)
Deferred Income Tax Expense		30,343			13,375			36,886			29,091
Changes in Assets and Liabilities		(17,373	)		17,551			(34,762	)		2,205
Exploration Expense		11			—			504			8,426
Net Cash Provided by Operations		129,488			127,081			220,701			243,178
Cash Flows From Investing Activities
Capital Expenditures		(201,045	)		(218,741	)		(404,214	)		(454,143	)
Proceeds from Sale of Assets		49,293			15,940			54,336			16,742
Net Cash Used in Investing		(151,752	)		(202,801	)		(349,878	)		(437,401	)
Cash Flows From Financing Activities
Net Increase in Debt		40,000			100,000			120,000			210,000
Dividends Paid		(3,128	)		(3,117	)		(6,250	)		(6,228	)
Other		(190	)		(1,983	)		(1,208	)		(2,022	)
Net Cash Provided by Financing		36,682			94,900			112,542			201,750
Net Increase / (Decrease) in Cash and Cash Equivalents	$	14,418		$	19,180		$	(16,635	)	$	7,527

CABOT OIL & GAS RESULTS — Page 6

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

(In thousands, except per share amounts)

	Quarter Ended						Six Months Ended
	June 30,						June 30,
	2011			2010			2011			2010
As Reported - Net Income	$	54,677		$	21,682		$	67,563		$	50,378
Reversal of Selected Items, Net of Tax:
(Gain) Loss on Sale of Assets		(21,124	)		(2,720	)		(20,183	)		(3,191	)
Stock-Based Compensation Expense		6,930			1,478			11,976			3,477
Pension Expense (1)		1,879			—			3,751			—
Unrealized Loss (Gain) on Derivatives (2)		560			(584	)		549			(220	)
Net Income Excluding Selected Items	$	42,922		$	19,856		$	63,656		$	50,444
As Reported - Earnings Per Share	$	0.53		$	0.21		$	0.65		$	0.49
Per Share Impact of Reversing Selected Items		(0.12	)		(0.02	)		(0.04	)		—
Earnings Per Share Including Reversal of Selected Items	$	0.41		$	0.19		$	0.61		$	0.49
Weighted Average Common Shares Outstanding		104,264			103,915			104,204			103,855

⁽¹⁾  On July 28, 2010, the Company notified its employees of its plan to terminate its qualified and non-qualified pension plans, effective September 30, 2010. This amount represents pension expenses related to the plan terminations and expenses related to the acceleration of amortization of prior service costs and actuarial losses over the expected amortization period until final distribution of assets from each plan. Pension expense is included in General and Administrative Expense in the Condensed Consolidated Statement of Operations.

⁽²⁾  This unrealized loss (gain) is included in Natural Gas Revenues in the Condensed Consolidated Statement of Operations and represents the mark to market change related to the Company’s natural gas basis swaps.

Discretionary Cash Flow Calculation and Reconciliation

(In thousands)

	Quarter Ended June 30,						Six Months Ended June 30,
	2011			2010			2011			2010
Discretionary Cash Flow
As Reported - Net Income	$	54,677		$	21,682		$	67,563		$	50,378
Plus / (Less):
Unrealized Loss (Gain) on Derivatives		903			(942	)		886			(355	)
Income Charges Not Requiring Cash		94,998			79,802			182,178			158,579
Loss (Gain) on Sale of Assets		(34,071	)		(4,387	)		(32,554	)		(5,146	)
Deferred Income Tax Expense		30,343			13,375			36,886			29,091
Exploration Expense		11			—			504			8,426
Discretionary Cash Flow		146,861			109,530			255,463			240,973
Changes in Assets and Liabilities		(17,373	)		17,551			(34,762	)		2,205
Net Cash Provided by Operations	$	129,488		$	127,081		$	220,701		$	243,178

Net Debt Reconciliation

(In thousands)

	June 30, 2011			December 31, 2010
Long-Term Debt	$	1,095,000		$	975,000
Stockholders’ Equity		1,966,199			1,872,700
Total Capitalization	$	3,061,199		$	2,847,700
Total Debt	$	1,095,000		$	975,000
Less: Cash and Cash Equivalents		(39,314	)		(55,949	)
Net Debt	$	1,055,686		$	919,051
Net Debt	$	1,055,686		$	919,051
Stockholders’ Equity		1,966,199			1,872,700
Total Adjusted Capitalization	$	3,021,885		$	2,791,751
Total Debt to Total Capitalization Ratio		35.8	%		34.2	%
Less: Impact of Cash and Cash Equivalents		0.9	%		1.3	%
Net Debt to Adjusted Capitalization Ratio		34.9	%		32.9	%