10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended September 30, 2014

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission file number 1-10447

CABOT OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	04-3072771
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification Number)

Three Memorial City Plaza

840 Gessner Road, Suite 1400, Houston, Texas 77024

(Address of principal executive offices including ZIP code)

(281) 589-4600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer x	Accelerated filer o
Non-accelerated filer o	Smaller reporting company o
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý

As of October 20, 2014, there were 413,019,880 shares of Common Stock, Par Value $.10 Per Share, outstanding.

CABOT OIL & GAS CORPORATION

INDEX TO FINANCIAL STATEMENTS

		Page
Part I. Financial Information
Item 1.	Financial Statements
Condensed Consolidated Balance Sheet at September 30, 2014 and December 31, 2013		3
Condensed Consolidated Statement of Operations for the Three and Nine Months Ended September 30, 2014 and 2013		4
Condensed Consolidated Statement of Comprehensive Income for the Three and Nine Months Ended September 30, 2014 and 2013		5
Condensed Consolidated Statement of Cash Flows for the Nine Months Ended September 30, 2014 and 2013		6
Notes to the Condensed Consolidated Financial Statements		7
Report of Independent Registered Public Accounting Firm on Review of Interim Financial Information		21
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	33
Item 4.	Controls and Procedures	34
Part II. Other Information
Item 1.	Legal Proceedings	34
Item 1A.	Risk Factors	34
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	35
Item 6.	Exhibits	35
Signatures		36

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PART I. FINANCIAL INFORMATION

ITEM 1.    Financial Statements

CABOT OIL & GAS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

(In thousands, except share amounts)	September 30, 2014			December 31, 2013
ASSETS
Current assets
Cash and cash equivalents	$	309,987		$	23,400
Restricted cash	—			28,094
Accounts receivable, net	191,270			222,476
Inventories	13,731			17,468
Deferred income taxes	53,725			81,855
Other current assets	19,233			5,606
Total current assets	587,946			378,899
Properties and equipment, net (Successful efforts method)	5,130,213			4,546,227
Equity method investments	57,495			26,892
Other assets	31,610			29,062
	$	5,807,264		$	4,981,080
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable	$	379,787		$	288,801
Accrued liabilities	44,843			87,513
Income taxes payable	8,161			31,591
Total current liabilities	432,791			407,905
Postretirement benefits	35,936			33,554
Long-term debt	1,612,000			1,147,000
Deferred income taxes	1,208,036			1,067,912
Asset retirement obligation	114,241			73,853
Other liabilities	37,789			46,254
Total liabilities	3,440,793			2,776,478
Commitments and contingencies
Stockholders’ equity
Common stock:
Authorized — 960,000,000 and 480,000,000 shares of $0.10 par value in 2014 and 2013, respectively
Issued — 422,912,560 and 422,014,681 shares in 2014 and 2013, respectively	42,291			42,201
Additional paid-in capital	713,087			710,940
Retained earnings	1,929,026			1,627,805
Accumulated other comprehensive income (loss)	(19,199		)	(8,361		)
Less treasury stock, at cost:
9,638,980 and 5,618,166 shares in 2014 and 2013, respectively	(298,734		)	(167,983		)
Total stockholders’ equity	2,366,471			2,204,602
	$	5,807,264		$	4,981,080

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CABOT OIL & GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

	Three Months Ended   September 30,				Nine Months Ended   September 30,
(In thousands, except per share amounts)	2014		2013		2014			2013
OPERATING REVENUES
Natural gas	$	347,970	$	341,901	$	1,218,540		$	1,004,085
Crude oil and condensate	82,563		84,209		228,047			220,090
Gain (loss) on derivative instruments	71,906		—		69,577			—
Brokered natural gas	6,501		7,165		27,794			26,302
Other	3,077		2,575		11,049			8,338
	512,017		435,850		1,555,007			1,258,815
OPERATING EXPENSES
Direct operations	37,802		32,923		109,241			101,398
Transportation and gathering	85,966		60,803		247,707			159,672
Brokered natural gas	5,680		5,913		24,570			21,006
Taxes other than income	10,933		11,532		36,794			34,583
Exploration	8,812		3,891		19,963			12,444
Depreciation, depletion and amortization	154,013		168,980		458,995			469,022
General and administrative	19,579		24,697		61,342			82,009
	322,785		308,739		958,612			880,134
Earnings (loss) on equity method investments	1,063		278		1,819			614
Gain (loss) on sale of assets	46		4,421		(2,735		)	4,601
INCOME FROM OPERATIONS	190,341		131,810		595,479			383,896
Interest expense	17,422		16,074		50,312			49,366
Income before income taxes	172,919		115,736		545,167			334,530
Income tax expense	72,131		45,847		218,928			132,703
NET INCOME	$	100,788	$	69,889	$	326,239		$	201,827
Earnings per share
Basic	$	0.24	$	0.17	$	0.78		$	0.48
Diluted	$	0.24	$	0.17	$	0.78		$	0.48
Weighted-average common shares outstanding
Basic	416,173		420,986		416,785			420,664
Diluted	418,093		423,453		418,468			422,824
Dividends per common share	$	0.02	$	0.02	$	0.06		$	0.04

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CABOT OIL & GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited)

	Three Months Ended   September 30,					Nine Months Ended   September 30,
(In thousands)	2014		2013			2014			2013
Net income	$	100,788	$	69,889		$	326,239		$	201,827
Other comprehensive income (loss), net of taxes:
Reclassification adjustment for settled cash flow hedge contracts(1)	12,965		(11,942		)	69,337			(22,372		)
Changes in fair value of cash flow hedge contracts(2)	—		(1,447		)	(80,175		)	31,417
Postretirement benefits:
Amortization of net loss(3)	—		70			—			319
Total other comprehensive income (loss)	12,965		(13,319		)	(10,838		)	9,364
Comprehensive income (loss)	$	113,753	$	56,570		$	315,401		$	211,191

(1) Net of income taxes of $(8,592) and $7,742 for the three months ended September 30, 2014 and 2013, respectively, and $(45,951) and $14,504 for the nine months ended September 30, 2014 and 2013, respectively.

(2) Net of income taxes of $937 for the three months ended September 30, 2013 and $53,135 and $(20,366) for the nine months ended September 30, 2014 and 2013, respectively.

(3) Net of income taxes of $(46) and $(206) for the three and nine months ended September 30, 2013, respectively.

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CABOT OIL & GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

	Nine Months Ended   September 30,
(In thousands)	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	326,239		$	201,827
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization	458,995			469,022
Deferred income tax expense	181,439			107,235
(Gain) loss on sale of assets	2,735			(4,601		)
Exploration expense	6,454			807
Unrealized (gain) loss on derivative instruments	(44,766		)	—
Amortization of debt issuance costs	3,378			2,767
Stock-based compensation and other	13,304			36,684
Changes in assets and liabilities:
Accounts receivable, net	30,418			(6,321		)
Income taxes	(23,430		)	(3,639		)
Inventories	3,737			(6,665		)
Other current assets	(147		)	(1,547		)
Accounts payable and accrued liabilities	(9,712		)	(19,837		)
Other assets and liabilities	607			228
Stock-based compensation tax benefit	(6,001		)	(9,284		)
Net cash provided by operating activities	943,250			766,676
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(964,741		)	(843,400		)
Acquisitions	(15,826		)	(128		)
Proceeds from sale of assets	3,913			15,174
Restricted cash	28,094			—
Investment in equity method investments	(28,784		)	(8,624		)
Net cash used in investing activities	(977,344		)	(836,978		)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from debt	1,802,000			585,000
Repayments of debt	(1,337,000		)	(510,000		)
Treasury stock repurchases	(119,767		)	—
Dividends paid	(25,018		)	(16,830		)
Stock-based compensation tax benefit	6,001			9,284
Capitalized debt issuance costs	(5,626		)	—
Other	91			44
Net cash provided by financing activities	320,681			67,498
Net increase (decrease) in cash and cash equivalents	286,587			(2,804		)
Cash and cash equivalents, beginning of period	23,400			30,736
Cash and cash equivalents, end of period	$	309,987		$	27,932

The accompanying notes are an integral part of these condensed consolidated financial statements.

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CABOT OIL & GAS CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. Financial Statement Presentation

During interim periods, Cabot Oil & Gas Corporation (the Company) follows the same accounting policies disclosed in its Annual Report on Form 10-K for the year ended December 31, 2013 (Form 10-K) filed with the Securities and Exchange Commission (SEC). The interim financial statements should be read in conjunction with the notes to the consolidated financial statements and information presented in the Form 10-K. In management’s opinion, the accompanying interim condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary for a fair statement. The results for any interim period are not necessarily indicative of the expected results for the entire year.

Certain reclassifications have been made to prior year statements to conform with the current year presentation. These reclassifications have no impact on previously reported net income.

With respect to the unaudited financial information of the Company as of September 30, 2014 and for the three and nine months ended September 30, 2014 and 2013, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated October 24, 2014 appearing herein states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited financial information because that report is not a “report” or a “part” of a registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The guidance is effective for interim and annual periods beginning on or after December 15, 2014. The Company does not expect the adoption of this guidance to have a material impact on its financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective beginning in fiscal year 2017 and can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the effect that adopting this guidance will have on its financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern, as a new Sub-topic, Accounting Standards Codification Sub-topic 205.40. The new going concern standard codifies in generally accepted accounting principles (GAAP) management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. This ASU is effective for interim and annual periods beginning on or after December 15, 2016 and early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its financial position or results of operations.

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2. Properties and Equipment, Net

Properties and equipment, net are comprised of the following:

(In thousands)	September 30, 2014			December 31, 2013
Proved oil and gas properties	$	7,405,851		$	6,362,570
Unproved oil and gas properties	354,882			375,428
Gathering and pipeline systems	240,705			239,958
Land, buildings and other equipment	105,143			94,243
	8,106,581			7,072,199
Accumulated depreciation, depletion and amortization	(2,976,368		)	(2,525,972		)
	$	5,130,213		$	4,546,227

At September 30, 2014, the Company did not have any projects that had exploratory well costs that were capitalized for a period of greater than one year after drilling.

Subsequent Events

Acquisitions

In October 2014, the Company completed the acquisition of certain proved and unproved oil and gas properties in the Eagle Ford Shale in south Texas for approximately $210.0 million. Total cash consideration paid by the Company as of the closing date was approximately $186.2 million, subject to customary post-closing adjustments, which reflects the impact of customary purchase price adjustments and an adjustment for consents that the seller was unable to obtain for certain leaseholds prior to closing.

Divestitures

In October 2014, the Company completed the divestiture of certain proved and unproved oil and gas properties in east Texas to a third party for approximately $44.3 million. Total cash consideration received by the Company as of the closing date was approximately $39.9 million, subject to customary post-closing adjustments, which reflects the impact of customary purchase price adjustments. The net book value associated with the oil and gas properties held for sale as of September 30, 2014 was approximately $21.5 million and is included in properties and equipment, net in the Condensed Consolidated Balance Sheet.

3. Equity Method Investments

During the nine months ended September 30, 2014, the Company made contributions of approximately $28.8 million to its equity method investments ($26.6 million to Constitution Pipeline Company, LLC and $2.2 million to Meade Pipeline Co LLC (Meade)).

For further information regarding the Company’s equity method investments, refer to Note 4 of the Notes to the Consolidated Financial Statements in the Form 10-K.

Meade Pipeline Co LLC

In February 2014, the Company acquired a 20% equity interest in Meade. Meade was formed to participate in the development and construction of a 177-mile pipeline (Central Penn Line) that will transport natural gas from Susquehanna County, Pennsylvania to an interconnect with Transcontinental Gas Pipe Line Company, LLC’s (Transco) mainline in Lancaster County, Pennsylvania. The new pipeline will be constructed and operated by Transco and will be owned by Transco and Meade in proportion to their respective ownership percentages of approximately 61% and 39%, respectively. Under the terms of the Meade LLC agreement, the Company agreed to invest its proportionate share of Meade’s anticipated costs associated with the new pipeline of $149 million, which is expected to occur over the next three to four years. The expected in-service date for the new pipeline is scheduled for the second half of 2017.

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4. Debt and Credit Agreements

The Company’s debt and credit agreements consisted of the following:

(In thousands)	September 30, 2014		December 31, 2013
Long-Term Debt
7.33% weighted-average fixed rate notes	$	20,000	$	20,000
6.51% weighted-average fixed rate notes	425,000		425,000
9.78% notes	67,000		67,000
5.58% weighted-average fixed rate notes	175,000		175,000
3.65% weighted-average fixed rate notes	925,000		—
Revolving credit facility	—		460,000
	$	1,612,000	$	1,147,000

Effective April 15, 2014, the lenders under the Company’s revolving credit facility approved an increase in the Company’s borrowing base from $2.3 billion to $3.1 billion as part of the annual redetermination under the terms of the revolving credit facility agreement. The commitments under the revolving credit facility remain unchanged at $1.4 billion. At September 30, 2014, the Company had no borrowings outstanding under its revolving credit facility and had $1.4 billion available for future borrowings. The Company’s weighted-average effective interest rate for the three months ended September 30, 2014 and 2013 was approximately 2.2% and for the nine months ended September 30, 2014 and 2013 was approximately 2.2% and 2.3%, respectively.

The Company was in compliance with all restrictive financial covenants for both the revolving credit facility and fixed rate notes as of September 30, 2014.

3.65% Weighted-Average Fixed Rate Notes

In September 2014, the Company issued $925 million principal amount of senior unsecured fixed-rate notes to a group of 24 investors in a private placement. The notes have bullet maturities and were issued in three separate tranches as follows:

	Principal	Term	Maturity Date	Coupon
Tranche 1	$100,000,000	7 years	September 2021	3.24	%
Tranche 2	$575,000,000	10 years	September 2024	3.67	%
Tranche 3	$250,000,000	12 years	September 2026	3.77	%

Interest on each series of the 3.65% weighted‑average fixed rate notes is payable semi‑annually. The Company may prepay all or any portion of the notes of each series on any date at a price equal to the principal amount thereof plus accrued and unpaid interest plus a make‑whole premium. The notes contain restrictions on the merger of the Company or any subsidiary with a third party other than under certain limited conditions. There are also various other restrictive covenants customarily found in such debt instruments. Those covenants include a required asset coverage ratio (present value of proved reserves to debt and other liabilities) of at least 1.75 to 1.0 and a minimum annual coverage ratio of operating cash flow to interest expense for the trailing four quarters of 2.8 to 1.0. The notes are also subject to customary events of default.

5. Derivative Instruments and Hedging Activities

The Company periodically enters into commodity derivatives to manage its exposure to price fluctuations on natural gas and crude oil production. The Company’s credit agreement restricts the ability of the Company to enter into commodity derivatives other than to hedge or mitigate risks to which the Company has actual or projected exposure or as permitted under the Company’s risk management policies and where such derivatives do not subject the Company to material speculative risks. All of the Company’s derivatives are used for risk management purposes and are not held for trading purposes.

Through March 31, 2014, the Company elected to designate its commodity derivatives as cash flow hedges for accounting purposes. Effective April 1, 2014, the Company elected to discontinue hedge accounting for its commodity derivatives on a prospective basis. Accordingly, the change in the fair value of derivatives designated as hedges that are effective is recorded to accumulated other comprehensive income (loss) in stockholders’ equity in the Condensed Consolidated Balance Sheet. The ineffective portion of the change in the fair value of derivatives designated as hedges and the change in fair

9

value of realized cash settlements of derivatives not designated as hedges are recorded as a component of operating revenues in gain (loss) on derivative instruments in the Condensed Consolidated Statement of Operations.

As a result of discontinuing hedge accounting, the unrealized loss included in accumulated other comprehensive income (loss) as of April 1, 2014 of $73.4 million ($44.2 million net of tax) was frozen and will be reclassified into natural gas and crude oil and condensate revenues in the Condensed Consolidated Statement of Operations in future periods as the underlying hedge transactions occur. Through September 30, 2014, the Company has reclassified after-tax losses of $26.8 million that were previously frozen in accumulated other comprehensive income (loss) to natural gas and crude oil and condensate revenues in the Condensed Consolidated Statement of Operations. As of September 30, 2014, the Company expects to reclassify $17.4 million in after-tax losses associated with its commodity derivatives from accumulated other comprehensive income (loss) to natural gas and crude oil and condensate revenues in the Condensed Consolidated Statement of Operations over the next three months.

As of September 30, 2014, the Company had the following outstanding commodity derivatives:

				Collars						Swaps
				Floor			Ceiling
Type of Contract	Volume		Contract Period	Range	Weighted-Average		Range	Weighted- Average		Weighted- Average
Natural gas	84.9	Bcf	Oct. 2014 - Dec. 2014	$3.60-$4.37	$	4.13	$4.22-$4.80	$	4.51
Natural gas	26.8	Bcf	Oct. 2014 - Dec. 2014							$	4.05
Natural gas	35.5	Bcf	Jan. 2015 - Dec. 2015	—	$	3.86	$4.36-$4.43	$	4.40
Natural gas	35.5	Bcf	Jan. 2015 - Dec. 2015							$	4.12
Crude oil	184.0	Mbbl	Oct. 2014 - Dec. 2014							$	97.00

Natural gas prices are stated per Mcf and crude oil prices are stated per barrel.

Effect of Derivative Instruments on the Condensed Consolidated Balance Sheet

		Fair Values of Derivative Instruments
		Derivative Assets				Derivative Liabilities
(In thousands)	Balance Sheet Location	September 30, 2014		December 31, 2013		September 30, 2014		December 31, 2013
Derivatives Designated as Hedges
Commodity contracts	Other current assets	$	—	$	3,019	$	—	$	—
Commodity contracts	Accrued liabilities	—		—		—		13,912
Derivatives Not Designated as Hedges
Commodity contracts	Other current assets	16,503		—		—		—
Commodity contracts	Accrued liabilities	—		—		102		—
Commodity contracts	Other liabilities	—		—		549		—
		$	16,503	$	3,019	$	651	$	13,912

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Offsetting of Derivative Assets and Liabilities in the Condensed Consolidated Balance Sheet

(In thousands)	September 30, 2014			December 31, 2013
Derivative Assets
Gross amounts of recognized assets	$	19,445		$	13,792
Gross amounts offset in the statement of financial position	(2,942		)	(10,773		)
Net amounts of assets presented in the statement of financial position	16,503			3,019
Gross amounts of financial instruments not offset in the statement of financial position	238			373
Net amount	$	16,741		$	3,392
Derivative Liabilities
Gross amounts of recognized liabilities	$	3,593		$	24,685
Gross amounts offset in the statement of financial position	(2,942		)	(10,773		)
Net amounts of liabilities presented in the statement of financial position	651			13,912
Gross amounts of financial instruments not offset in the statement of financial position	—			—
Net amount	$	651		$	13,912

Effect of Derivative Instruments on Accumulated Other Comprehensive Income (Loss)

The amount of gain (loss) recognized in accumulated other comprehensive income (loss) on derivatives (effective portion) is as follows:

	Three Months Ended   September 30,					Nine Months Ended   September 30,
(In thousands)	2014		2013			2014			2013
Commodity contracts	$	—	$	(2,384	)	$	(133,310	)	$	51,783

The amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (effective portion) is as follows:

	Three Months Ended   September 30,						Nine Months Ended   September 30,
(In thousands)	2014 (1)			2013			2014(1)			2013
Natural gas revenues	$	(21,427	)	$	20,766		$	(114,304	)	$	33,822
Crude oil and condensate revenues	(130		)	(1,082		)	(984		)	3,054
	$	(21,557	)	$	19,684		$	(115,288	)	$	36,876

(1) The Company ceased hedge accounting effective April 1, 2014. For the three and nine months ended September 30, 2014, a loss of approximately $21.6 million and $44.5 million, respectively, were reclassified into income. These amounts were previously frozen in accumulated other comprehensive income (loss).

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Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations

The amount of gain (loss) recognized in the Condensed Consolidated Statement of Operations on derivative instruments is as follows:

	Three Months Ended   September 30,						Nine Months Ended   September 30,
(In thousands)	2014			2013			2014			2013
Derivatives Designated as Hedges
Realized
Natural gas	$	—		$	20,766		$	(70,557	)	$	33,822
Crude oil and condensate	—			(1,082		)	(218		)	3,054
	$	—		$	19,684		$	(70,775	)	$	36,876
Derivatives Not Designated as Hedges
Realized
Natural gas	$	(21,427	)	$	—		$	(43,747	)	$	—
Crude oil and condensate	(130		)	—			(766		)	—
Gain (loss) on derivative instruments	40,073			—			24,811			—
Unrealized
Gain (loss) on derivative instruments	31,833			—			44,766			—
	$	50,349		$	—		$	25,064		$	—
	$	50,349		$	19,684		$	(45,711	)	$	36,876

For the three and nine months ended September 30, 2014 and 2013, respectively, there was no ineffectiveness recorded in the Condensed Consolidated Statement of Operations related to derivative instruments designated as hedges.

Additional Disclosures about Derivative Instruments and Hedging Activities

The use of derivative instruments involves the risk that the counterparties will be unable to meet their obligations under the agreements. The Company enters into derivative contracts with multiple counterparties in order to limit its exposure to individual counterparties. The Company also has netting arrangements with each of its counterparties that allow it to offset assets and liabilities from separate derivative contracts with that counterparty.

Certain counterparties to the Company’s derivative instruments are also lenders under its revolving credit facility. The Company’s revolving credit facility and derivative instruments contain certain cross default and acceleration provisions that may require immediate payment of its derivative liabilities in certain situations.

6. Fair Value Measurements

The Company follows the authoritative guidance for measuring fair value of assets and liabilities in its financial statements. For further information regarding the fair value hierarchy, refer to Note 7 of the Notes to the Consolidated Financial Statements in the Form 10-K.

Non-Financial Assets and Liabilities

The Company discloses or recognizes its non-financial assets and liabilities, such as impairments of oil and gas properties and other assets, at fair value on a nonrecurring basis. As none of the Company’s non-financial assets and liabilities were impaired as of September 30, 2014 and 2013 and no other assets or liabilities were required to be recognized at fair value on a non-recurring basis, additional disclosures were not provided.

The estimated fair value of the Company’s asset retirement obligation at inception is determined by utilizing the income approach by applying a credit-adjusted risk-free rate, which takes into account the Company’s credit risk, the time value of money, and the current economic state, to the undiscounted expected abandonment cash flows. Given the unobservable nature of the inputs, the measurement of the asset retirement obligation was classified as Level 3 in the fair value hierarchy.

12

Financial Assets and Liabilities

The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis:

(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		September 30, 2014
Assets
Deferred compensation plan	$	12,815	$	—	$	—	$	12,815
Derivative contracts	—		1,578		17,867		19,445
Total assets	$	12,815	$	1,578	$	17,867	$	32,260
Liabilities
Deferred compensation plan	$	30,277	$	—	$	—	$	30,277
Derivative contracts	—		1,216		2,377		3,593
Total liabilities	$	30,277	$	1,216	$	2,377	$	33,870

(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2013
Assets
Deferred compensation plan	$	12,507	$	—	$	—	$	12,507
Derivative contracts	—		—		13,792		13,792
Total assets	$	12,507	$	—	$	13,792	$	26,299
Liabilities
Deferred compensation plan	$	33,211	$	—	$	—	$	33,211
Derivative contracts	—		6,983		17,702		24,685
Total liabilities	$	33,211	$	6,983	$	17,702	$	57,896

The Company’s investments associated with its deferred compensation plan consist of mutual funds and deferred shares of the Company’s common stock that are publicly traded and for which market prices are readily available.

The derivative instruments were measured based on quotes from the Company’s counterparties. Such quotes have been derived using an income approach that considers various inputs including current market and contractual prices for the underlying instruments, quoted forward prices for natural gas and crude oil, basis differentials, volatility factors and interest rates, such as a LIBOR curve for a similar length of time as the derivative contract term as applicable. Estimates are verified using relevant NYMEX futures contracts and/or are compared to multiple quotes obtained from counterparties for reasonableness. The determination of the fair values presented above also incorporates a credit adjustment for non-performance risk. The Company measured the non-performance risk of its counterparties by reviewing credit default swap spreads for the various financial institutions with which it has derivative transactions, while non-performance risk of the Company is evaluated using a market credit spread provided by the Company’s bank.

The most significant unobservable inputs relative to the Company’s Level 3 derivative contracts are basis differentials and volatility factors. An increase (decrease) in these unobservable inputs would result in an increase (decrease) in fair value, respectively. The Company does not have access to the specific assumptions used in its counterparties’ valuation models. Consequently, additional disclosures regarding significant Level 3 unobservable inputs were not provided.

13

The following table sets forth a reconciliation of changes in the fair value of net financial assets (liabilities) classified as Level 3 in the fair value hierarchy:

	Nine Months Ended   September 30,
(In thousands)	2014			2013
Balance at beginning of period	$	(3,910	)	$	41,159
Total gains (losses) (realized or unrealized):
Realized and unrealized gains (losses) included in earnings	(33,804		)	33,822
Included in other comprehensive income	(21,068		)	24,287
Settlements	74,271			(33,822		)
Transfers in and/or out of level 3	—			—
Balance at end of period	$	15,489		$	65,446
Change in unrealized gains (losses) relating to assets and liabilities still held at the end of the period	$	40,467		$	—

There were no transfers between Level 1 and Level 2 measurements for the three and nine months ended September 30, 2014 and 2013.

Fair Value of Other Financial Instruments

The estimated fair value of financial instruments is the amount at which the instrument could be exchanged currently between willing parties. The carrying amounts reported in the Condensed Consolidated Balance Sheet for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturities of these instruments.

The Company uses available market data and valuation methodologies to estimate the fair value of debt. The fair value of long-term debt is the estimated amount the Company would have to pay a third party to assume the debt, including a credit spread for the difference between the issue rate and the period end market rate. The credit spread is the Company’s default or repayment risk. The credit spread (premium or discount) is determined by comparing the Company’s fixed-rate notes and revolving credit facility to new issuances (secured and unsecured) and secondary trades of similar size and credit statistics for both public and private debt. The fair value of all fixed-rate notes and the revolving credit facility is based on interest rates currently available to the Company. The Company’s long-term debt is valued using an income approach and classified as Level 3 in the fair value hierarchy due to the unobservable nature of the inputs.

The carrying amounts and fair values of long-term debt are as follows:

	September 30, 2014				December 31, 2013
(In thousands)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Long-term debt	$	1,612,000	$	1,697,654	$	1,147,000	$	1,224,273

7. Asset Retirement Obligation

Activity related to the Company’s asset retirement obligation is as follows:

(In thousands)	Nine Months Ended   September 30, 2014
Balance at beginning of period	$	75,853
Liabilities incurred	4,360
Liabilities settled	(411		)
Liabilities divested	(899		)
Change in estimate	33,810
Accretion expense	3,528
Balance at end of period	$	116,241

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The change in estimate during 2014 is attributable to an increase in costs of materials and services. The increase in cost of materials and services is primarily due to more rigorous plugging and abandonment techniques associated with the Company's horizontal wells in certain areas of its operations and the lack of availability of service providers in areas with minimal activity.

As of both September 30, 2014 and December 31, 2013, approximately $2.0 million is included in accrued liabilities in the Condensed Consolidated Balance Sheet, which represents the current portion of the Company’s asset retirement obligation.

8. Commitments and Contingencies

Contractual Obligations

The Company has various contractual obligations in the normal course of its operations. Except for certain new and amended transportation agreements described below, there have been no material changes to the Company’s contractual obligations described under “Transportation and Gathering Agreements”, “Drilling Rig Commitments” and “Lease Commitments” as disclosed in Note 9 in the Notes to Consolidated Financial Statements included in the Form 10-K.

Transportation and Gathering Agreements

During the first nine months of 2014, the Company entered into or amended certain natural gas transportation agreements associated with the Company’s production in Pennsylvania. These agreements increased the Company’s future aggregate obligations under its transportation commitments by approximately $230.5 million over the next 13 years compared to those amounts disclosed in Note 9 in the Notes to Consolidated Financial Statements included in the Form 10-K.

Legal Matters

The Company is a defendant in various legal proceedings arising in the normal course of business. All known liabilities are accrued when management determines they are probable based on its best estimate of the potential loss. While the outcome and impact of these legal proceedings on the Company cannot be predicted with certainty, management believes that the resolution of these proceedings will not have a material effect on the Company’s financial position, results of operations or cash flows.

Contingency Reserves

When deemed necessary, the Company establishes reserves for certain legal proceedings. The establishment of a reserve is based on an estimation process that includes the advice of legal counsel and subjective judgment of management. While management believes these reserves to be adequate, it is reasonably possible that the Company could incur additional losses with respect to those matters in which reserves have been established. The Company believes that any such amount above the amounts accrued is not material to the Condensed Consolidated Financial Statements. Future changes in facts and circumstances not currently foreseeable could result in the actual liability exceeding the estimated ranges of loss and amounts accrued.

9. Postretirement Benefits

The components of net periodic benefit costs, included in general and administrative expense in the Condensed Consolidated Statement of Operations, were as follows:

	Three Months Ended   September 30,				Nine Months Ended   September 30,
(In thousands)	2014		2013		2014		2013
Service cost	$	456	$	455	$	1,368	$	1,285
Interest cost	407		355		1,221		1,145
Amortization of net loss	—		116		—		525
	$	863	$	926	$	2,589	$	2,955

The guidance for retirement benefits provides that the net actuarial loss is not amortized if it is less than 10% of the postretirement obligation. Accordingly, the Company does not expect to amortize its net actuarial loss from accumulated other comprehensive income (loss) during 2014.

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10. Stock-based Compensation

General

Stock-based compensation expense during the first nine months of 2014 and 2013 was $15.1 million and $41.0 million, respectively, and is included in general and administrative expense in the Condensed Consolidated Statement of Operations. Stock-based compensation expense in the third quarter of 2014 and 2013 was $5.7 million and $12.2 million, respectively.

During the first nine months of 2014 and 2013, the Company realized a $6.0 million and $9.3 million tax benefit, respectively, related to the federal tax deduction in excess of book compensation cost for employee stock-based compensation. The Company is able to recognize this tax benefit only to the extent it reduces the Company’s income taxes payable.

Refer to Note 13 of the Notes to the Consolidated Financial Statements in the Form 10-K for further description of the various types of stock-based compensation awards and the applicable award terms.

Restricted Stock Awards

During the first nine months of 2014, 46,000 restricted stock awards were granted to employees with a weighted-average grant date per share value of $34.96. The fair value of restricted stock grants is based on the average of the high and low stock price on the grant date. The Company used an annual forfeiture rate assumption of 5.0% for purposes of recognizing stock-based compensation expense for restricted stock awards.

Restricted Stock Units

During the first nine months of 2014, 35,870 restricted stock units were granted to non-employee directors of the Company with a weighted-average grant date per unit value of $38.73. The fair value of these units is measured based on the average of the high and low stock price on grant date and compensation expense is recorded immediately. These units immediately vest and are issued when the director ceases to be a director of the Company.

Performance Share Awards

The performance period for the awards granted in 2014 commenced on January 1, 2014 and ends on December 31, 2016.  The Company used an annual forfeiture rate assumption ranging from 0% to 5% for purposes of recognizing stock-based compensation expense for its performance share awards.

Performance Share Awards Based on Internal Performance Metrics

The fair value of performance award grants based on internal performance metrics is based on the average of the high and low stock price on the grant date and represents the right to receive up to 100% of the award in shares of common stock.

Employee Performance Share Awards. During the first nine months of 2014, 241,130 Employee Performance Share Awards were granted at a grant date per share value of $39.43. The performance metrics are set by the Company’s Compensation Committee and are based on the Company’s average production, average finding costs and average reserve replacement over a three-year performance period. Based on the Company’s probability assessment at September 30, 2014, it is considered probable that the criteria for these awards will be met.

Hybrid Performance Share Awards. During the first nine months of 2014, 123,257 Hybrid Performance Share Awards were granted at a grant date per share value of $39.43. The 2014 awards vest 25% on each of the first and second anniversary dates and 50% on the third anniversary, provided that the Company has $100 million or more of operating cash flow for the year preceding the vesting date, as set by the Company’s Compensation Committee. If the Company does not meet the performance metric for the applicable period, then the portion of the performance shares that would have been issued on that anniversary date will be forfeited. Based on the Company’s probability assessment at September 30, 2014, it is considered probable that the criteria for these awards will be met.

Performance Share Awards Based on Market Conditions

These awards have both an equity and liability component, with the right to receive up to the first 100% of the award in shares of common stock and the right to receive up to an additional 100% of the value of the award in excess of the equity component in cash. The Company calculates the fair value of these awards using a Monte Carlo simulation model. The equity component of these awards is valued on the grant date and is not marked to market, while the liability component of the awards is valued as of the end of each reporting period on a mark-to-market basis.

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TSR Performance Share Awards.  During the first nine months of 2014, 184,885 TSR Performance Share Awards were granted and are earned, or not earned, based on the comparative performance of the Company’s common stock measured against fourteen other companies in the Company’s peer group over a three-year performance period.

The following assumptions were used to determine the grant date fair value of the equity component (February 20, 2014) and the period-end fair value of the liability component of the TSR Performance Share Awards:

	Grant Date			September 30, 2014
Fair value per performance share award	$	32.04		$7.19 - $25.22
Assumptions:
Stock price volatility	41.3		%	27.5% - 120.4%
Risk free rate of return	0.7		%	0.02% - 0.7%
Expected dividend yield	0.2		%	0.2	%

Supplemental Employee Incentive Plan

The Company recognized stock-based compensation expense of $0.2 million and $4.1 million for the three months ended September 30, 2014 and 2013, respectively, and $3.3 million and $9.2 million for the nine months ended September 30, 2014 and 2013, respectively, related to the Company’s Supplemental Employee Incentive Plans, which is included in general and administrative expense in the Condensed Consolidated Statement of Operations. In August 2014, the Company paid $13.0 million associated with amounts that were previously deferred in accordance with the Company’s Supplemental Employee Incentive Plan III. Refer to Note 13 of the Notes to the Consolidated Financial Statements in the Form 10-K for additional information on the provisions of the Plan.

The following assumptions were used to determine the period-end fair value of the Supplemental Employee Incentive Plan IV liability using a Monte Carlo model:

	September 30, 2014
Stock price volatility	33.9	%
Risk free rate of return	1.0	%
Annual salary increase rate	4.0	%
Annual turnover rate	4.6	%

11. Earnings per Common Share

Basic EPS is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS is similarly calculated except that the common shares outstanding for the period is increased using the treasury stock method to reflect the potential dilution that could occur if outstanding stock appreciation rights were exercised and stock awards were vested at the end of the applicable period.

	Three Months Ended   September 30,		Nine Months Ended   September 30,
(In thousands)	2014	2013	2014	2013
Weighted-average shares - basic	416,173	420,986	416,785	420,664
Dilution effect of stock appreciation rights and stock awards at end of period	1,920	2,467	1,683	2,160
Weighted-average shares - diluted	418,093	423,453	418,468	422,824
Weighted-average stock awards and shares excluded from diluted earnings per share due to the anti-dilutive effect	—	1	461	3

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12. Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component, net of tax, were as follows:

(In thousands)	Net Gain (Loss) on Cash Flow Hedges			Postretirement Benefits			Total
Balance at December 31, 2013	$	(6,551	)	$	(1,810	)	$	(8,361	)
Other comprehensive income before reclassifications	(80,175		)	—			(80,175		)
Amounts reclassified from accumulated other comprehensive income	69,337			—			69,337
Net current-period other comprehensive income	(10,838		)	—			(10,838		)
Balance at September 30, 2014	$	(17,389	)	$	(1,810	)	$	(19,199	)

Amounts reclassified from accumulated other comprehensive income (loss) into the Condensed Consolidated Statement of Operations were as follows:

	Three Months Ended   September 30,						Nine Months Ended   September 30,						Affected Line Item in the Condensed
(In thousands)	2014			2013			2014			2013			Consolidated Statement of Operations
Net gain (loss) on cash flow hedges
Commodity contracts	$	(21,427	)	$	20,766		$	(114,304	)	$	33,822		Natural gas revenues
Commodity contracts	(130		)	(1,082		)	(984		)	3,054			Crude oil and condensate revenues
Postretirement benefits
Amortization of net loss	—			(116		)	—			(525		)	General and administrative expense
	(21,557		)	19,568			(115,288		)	36,351			Total before tax
	8,592			(7,696		)	45,951			(14,298		)	Tax benefit (expense)
Total reclassifications for the period	$	(12,965	)	$	11,872		$	(69,337	)	$	22,053		Net of tax

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13. ADDITIONAL BALANCE SHEET INFORMATION

Certain balance sheet amounts are comprised of the following:

(In thousands)	September 30, 2014			December 31, 2013
Accounts receivable, net
Trade accounts	$	190,328		$	215,361
Joint interest billing	1,493			7,261
Income taxes receivable	—			922
Other accounts	439			746
	192,260			224,290
Allowance for doubtful accounts	(990		)	(1,814		)
	$	191,270		$	222,476
Inventories
Natural gas in storage	$	3,596		$	9,056
Tubular goods and well equipment	10,080			8,396
Other accounts	55			16
	$	13,731		$	17,468
Other current assets
Prepaid balances and other	$	2,730		$	2,587
Derivative instruments	16,503			3,019
	$	19,233		$	5,606
Other assets
Deferred compensation plan	$	12,815		$	12,507
Debt issuance cost	18,725			16,476
Other accounts	70			79
	$	31,610		$	29,062
Accounts payable
Trade accounts	$	53,938		$	26,023
Natural gas purchases	6,813			2,052
Royalty and other owners	102,933			79,150
Accrued capital costs	185,525			146,899
Taxes other than income	12,906			13,677
Drilling advances	89			14,093
Other accounts	17,583			6,907
	$	379,787		$	288,801
Accrued liabilities
Employee benefits	$	18,798		$	43,599
Taxes other than income	10,459			6,894
Interest payable	12,833			20,211
Derivative instruments	102			13,912
Other accounts	2,651			2,897
	$	44,843		$	87,513
Other liabilities
Deferred compensation plan	$	30,277		$	33,211
Derivative instruments	549			—
Other accounts	6,963			13,043
	$	37,789		$	46,254

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14. CAPITAL STOCK

Incentive Plans

On May 1, 2014, the Company’s shareholders approved the 2014 Incentive Plan, which replaced the 2004 Incentive Plan that expired on April 29, 2014. Under the 2014 Incentive Plan, incentive and non-statutory stock options, stock appreciation rights (SARs), stock awards, cash awards and performance awards may be granted to key employees, consultants and officers of the Company. Non-employee directors of the Company may be granted discretionary awards under the 2014 Incentive Plan consisting of stock options or stock awards. A total of 18 million shares of common stock may be issued under the 2014 Incentive Plan. Under the 2014 Incentive Plan, no more than 10 million shares may be issued pursuant to incentive stock options. No additional awards may be granted under the 2014 Incentive Plan on or after May 1, 2024.

No additional awards will be granted under any of the Company’s prior plans, including the 2004 Incentive Plan.  Awards outstanding under the 2004 Incentive Plan will remain outstanding in accordance with their original terms and conditions.

Increase in Authorized Shares

In May 2014, the Company’s shareholders approved an increase in the authorized number of shares of common stock from 480 million to 960 million shares.

Treasury Stock

In August 1998, the Board of Directors authorized a share repurchase program under which the Company may purchase shares of common stock in the open market or in negotiated transactions. The timing and amount of any stock purchases are determined at the discretion of management. The Company may use the repurchased shares to fund stock compensation programs currently in existence, or for other corporate purposes. All purchases executed to date have been through open market transactions. There is no expiration date associated with the authorization to repurchase common stock of the Company.

During the first nine months of 2014, the Company repurchased 4.0 million shares for a total cost of $130.8 million. Since the authorization date, the Company has repurchased 29.6 million shares of the 40.0 million total shares authorized for a total cost of approximately $380.3 million, of which 20.0 million shares have been retired. No treasury shares have been delivered or sold by the Company subsequent to the repurchase. As of September 30, 2014, 9.6 million shares were held as treasury stock.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Cabot Oil & Gas Corporation:

We have reviewed the accompanying condensed consolidated balance sheet of Cabot Oil & Gas Corporation and its subsidiaries (the “Company”) as of September 30, 2014, and the related condensed consolidated statements of operations and of comprehensive income for the three and nine month periods ended September 30, 2014 and 2013 and the condensed consolidated statement of cash flows for the nine month periods ended September 30, 2014 and 2013. These interim financial statements are the responsibility of the Company’s management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to the accompanying condensed consolidated interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2013, and the related consolidated statements of operations, comprehensive income, stockholders’ equity and of cash flows for the year then ended (not presented herein), and in our report dated February 28, 2014, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet information as of December 31, 2013, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

October 24, 2014

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ITEM 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following review of operations for the three and nine month periods ended September 30, 2014 and 2013 should be read in conjunction with our Condensed Consolidated Financial Statements and the Notes included in this Form 10-Q and with the Consolidated Financial Statements, Notes and Management’s Discussion and Analysis included in the Cabot Oil & Gas Corporation Annual Report on Form 10-K for the year ended December 31, 2013 (Form 10-K).

Overview

On an equivalent basis, our production for the nine months ended September 30, 2014increased by 30% compared to the nine months ended September 30, 2013. For the nine months ended September 30, 2014, we produced 379.9 Bcfe, or 1.4 Bcfe per day, compared to 291.7 Bcfe, or 1.1 Bcfe per day, for the nine months ended September 30, 2013. Natural gas production increased by 86.7 Bcf, or 31%, to 364.3 Bcf for the first nine months of 2014 compared to 277.5 Bcf for the first nine months of 2013. This increase was primarily the result of higher production in the Marcellus Shale associated with our drilling program. Partially offsetting the production increase in the Marcellus Shale were decreases in production in west Texas and Oklahoma due to certain non-core asset dispositions in the fourth quarter of 2013 and normal production declines in Texas and West Virginia. Crude oil/condensate/NGL production increased by 0.2 MMbbls, or 10%, to 2.6 MMbbls in the first nine months of 2014 from 2.4 MMbbls in the first nine months of 2013. This increase was due to higher production resulting from our oil-focused drilling program in south Texas, partially offset by lower production associated with certain non-core asset dispositions in Oklahoma in the fourth quarter of 2013.

Our financial results depend on many factors, particularly the price of natural gas and crude oil and our ability to market our production on economically attractive terms. Our average realized natural gas price for the first nine months of 2014 was $3.41 per Mcf, 6%lower than the $3.62 per Mcf realized in the first nine months of 2013. Our average realized crude oil price for the first nine months of 2014 was $97.05 per Bbl, 6%lower than the $103.07 per Bbl realized in the first nine months of 2013. These realized prices include realized gains and losses resulting from commodity derivatives. For information about the impact of these derivatives on realized prices, refer to “Results of Operations” below.

Commodity prices are determined by many factors that are outside of our control. Historically, commodity prices have been volatile, and we expect them to remain volatile. Commodity prices are affected by changes in market supply and demand, which are impacted by overall economic activity, weather, pipeline capacity constraints, inventory storage levels, basis differentials and other factors. As a result, we cannot accurately predict future natural gas, crude oil and NGL prices and, therefore, we cannot determine with any degree of certainty what effect increases or decreases will have on our capital program, production volumes or future revenues. In addition to production volumes and commodity prices, finding and developing sufficient amounts of natural gas and crude oil reserves at economical costs are critical to our long-term success.

Effective April 1, 2014, we elected to discontinue hedge accounting on a prospective basis. Subsequent to April 1, 2014, our derivative instruments are accounted for on a mark-to-market basis with changes in fair value recognized currently in operating revenues in the Condensed Consolidated Statement of Operations. As a result of these mark-to-market adjustments, we will likely experience volatility in our earnings from time to time due to commodity price volatility. Refer to “Impact of Derivative Instruments on Operating Revenues” below and Note 5 to the Condensed Consolidated Financial Statements for more information.

During the first nine months of 2014, we drilled 125 gross wells (108.5 net) with a success rate of 99% compared to 134 gross wells (110.7 net) with a success rate of 98% for the comparable period of the prior year. Our total capital and exploration expenditures were $1,029.8 million for the nine months ended September 30, 2014 compared to $867.4 million for the nine months ended September 30, 2013. The increase in capital spending was the result of our Marcellus Shale horizontal drilling program in northeast Pennsylvania and our drilling program in the Eagle Ford Shale in south Texas. We allocate our planned program for capital and exploration expenditures among our various operating areas based on return expectations, availability of services and human resources. Our 2014 capital program includes $1.45 billion to $1.55 billion in capital and exploration expenditures (excluding the south Texas acquisition discussed below) and approximately $36.2 million in expected contributions to our equity method investments and is expected to be funded by operating cash flow, existing cash and, if required, borrowings under our revolving credit facility. We will continue to assess the natural gas and crude oil price environment along with our liquidity position and may increase or decrease our capital and exploration expenditures accordingly.

22

Acquisitions and Divestitures

In October 2014, we completed the acquisition of certain proved and unproved oil and gas properties in south Texas for approximately $210.0 million. Total cash consideration paid as of the closing date was approximately $186.2 million, subject to customary post-closing adjustments, which reflects the impact of customary purchase price adjustments and an adjustment for consents that the seller was unable to obtain for certain leaseholds prior to closing. The acquisition was funded with proceeds from the private placement of senior unsecured fixed rate notes completed in September 2014.

In October 2014, we completed the divestiture of certain proved and unproved oil and gas properties in east Texas to a third party for approximately $44.3 million. Total cash consideration received by the Company as of the closing date was approximately $39.9 million, subject to customary post-closing adjustments, which reflects the impact of customary purchase price adjustments.

Financial Condition

Capital Resources and Liquidity

Our primary sources of cash for the nine months ended September 30, 2014 were from funds generated from the sale of natural gas and crude oil production and the issuance of fixed-rate notes. These cash flows were primarily used to fund our capital and exploration expenditures, repayment of borrowings under our revolving credit facility, share repurchases and payment of dividends. See below for additional discussion and analysis of cash flow.

Operating cash flow fluctuations are substantially driven by commodity prices and changes in our production volumes and operating expenses. Prices for natural gas and crude oil have historically been volatile, including seasonal influences and demand; however, the impact of other risks and uncertainties, as described in our Form 10-K and other filings with the Securities and Exchange Commission, have also influenced prices throughout the recent years. In addition, fluctuations in cash flow may result in an increase or decrease in our capital and exploration expenditures. See “Results of Operations” for a review of the impact of prices and volumes on revenues.

Our working capital is also substantially influenced by the variables discussed above. From time to time, our working capital will reflect a surplus, while at other times it will reflect a deficit. This fluctuation is not unusual. We believe we have adequate availability under our revolving credit facility and liquidity available to meet our working capital requirements.

	Nine Months Ended   September 30,
(In thousands)	2014			2013
Cash flows provided by operating activities	$	943,250		$	766,676
Cash flows used in investing activities	(977,344		)	(836,978		)
Cash flows provided by financing activities	320,681			67,498
Net increase (decrease) in cash and cash equivalents	$	286,587		$	(2,804	)

Operating Activities.  Net cash provided by operating activities in the first nine months of 2014increased by $176.6 million over the first nine months of 2013. This increase was primarily due to higher operating revenues partially offset by higher operating expenses (excluding non-cash expenses) and an increase in working capital and other assets and liabilities. The increase in operating revenues was primarily due to an increase in equivalent production, partially offset by the decrease in realized natural gas and crude oil prices. Equivalent production volumes increased by 30% for the nine months ended September 30, 2014 compared to the nine months ended September 30, 2013 primarily due to higher natural gas production. Average realized natural gas prices decreased by 6% and average realized crude oil prices decreased by 6% for the first nine months of 2014 compared to the first nine months of 2013.

See “Results of Operations” for additional information relative to commodity price, production and operating expense fluctuations. We are unable to predict future commodity prices and, as a result, cannot provide any assurance about future levels of net cash provided by operating activities. Realized prices may decline in future periods.

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Investing Activities. Cash flows used in investing activities increased by $140.4 million for the first nine months of 2014 compared to the first nine months of 2013. The increase was due to $121.3 million of higher capital expenditures, a $20.2 millionincrease in capital contributions associated with our equity method investments, a $15.7 millionincrease in acquisition expenditures related to the deposit paid associated with the acquisition of south Texas assets that closed in October 2014 and a decrease of $11.3 million in proceeds from sale of assets. Partially offsetting the increases was a $28.1 milliondecrease in restricted cash related to the release of funds by our qualified intermediary due to a lapse in the statutory holding period and the funding of oil and gas lease acquisitions during the first nine months of 2014 associated with like-kind exchange transactions pursuant to Section 1031 of the Internal Revenue Code.

Financing Activities. Cash flows provided by financing activities increased by $253.2 million for the first nine months of 2014 compared to the first nine months of 2013. This increase was primarily due to $390.0 million of higher net borrowings, partially offset by an increase in share repurchases of $119.8 million, an $8.2 millionincrease in dividend payments, an increase of $5.6 million associated with capitalized debt issuance costs and a decrease of $3.3 million in tax benefits associated with our stock-based compensation.

In September 2014, we completed a private placement of $925 million aggregate principal amount of senior unsecured fixed rate notes with a weighted-average interest rate of 3.65%, consisting of amounts due in 2021, 2024 and 2026.

Effective April 15, 2014, the lenders under our revolving credit facility approved an increase in our borrowing base from $2.3 billion to $3.1 billion as part of the annual redetermination under the terms of the revolving credit facility agreement. The commitments under the revolving credit facility remain unchanged at $1.4 billion. At September 30, 2014, we had no borrowings outstanding and had $1.4 billion available for future borrowings under our revolving credit facility.

See Note 4 of the Notes to the Condensed Consolidated Financial Statements for further details regarding our long-term debt.

We strive to manage our debt at a level below the available credit line in order to maintain borrowing capacity. Our revolving credit facility includes a covenant limiting our total debt. Management believes that, with internally generated cash flow, existing cash on hand and availability under our revolving credit facility, we have the capacity to finance our spending plans and maintain our strong financial position.

Capitalization

Information about our capitalization is as follows:

(Dollars in thousands)	September 30, 2014			December 31, 2013
Debt (1)	$	1,612,000		$	1,147,000
Stockholders' equity	2,366,471			2,204,602
Total capitalization	$	3,978,471		$	3,351,602
Debt to capitalization	41		%	34		%
Cash and cash equivalents	$	309,987		$	23,400

(1) Includes $460.0 million of borrowings outstanding under our revolving creditfacility at December 31, 2013. At September 30, 2014, there were no borrowings outstanding under our revolving creditfacility.

During the nine months ended September 30, 2014, we repurchased 4.0 million shares for a total cost of $130.8 million. We also paid dividends of $25.0 million ($0.06 per share) on our common stock. A regular dividend has been declared for each quarter since we became a public company in 1990.

Capital and Exploration Expenditures

On an annual basis, we generally fund most of our capital and exploration expenditures, excluding any significant property acquisitions, with cash generated from operations and, when necessary, borrowings under our revolving credit facility. We budget these expenditures based on our projected cash flows for the year.

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The following table presents major components of our capital and exploration expenditures:

	Nine Months Ended   September 30,
(In thousands)	2014		2013
Capital expenditures
Drilling and facilities	$	936,887	$	793,601
Leasehold acquisitions	43,582		55,023
Property acquisitions	15,826		128
Pipeline and gathering	723		579
Other	12,797		5,584
	1,009,815		854,915
Exploration expense	19,963		12,444
Total	$	1,029,778	$	867,359

For the full year of 2014, we plan to drill approximately 180 to 190 gross wells (165 to 175 net). In 2014, we plan to spend between $1.45 billion to $1.55 billion in total capital and exploration expenditures (excluding property acquisition costs, as discussed in Note 2 to the Condensed Consolidated Financial Statements). See “Overview” for additional information regarding the current year drilling program. We will continue to assess the natural gas and crude oil price environment and our liquidity position and may increase or decrease our capital and exploration expenditures accordingly. 

Contractual Obligations

We have various contractual obligations in the normal course of our operations. Except for certain new and amended transportation agreements described in Note 8 to the Condensed Consolidated Financial Statements included in this Form 10-Q, there have been no material changes to our contractual obligations described under “Transportation and Gathering Agreements”, “Drilling Rig Commitments” and “Lease Commitments” as disclosed in Note 9 in the Notes to Consolidated Financial Statements and the obligations described under “Contractual Obligations” in Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Form 10-K.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our Condensed Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. See our Form 10-K for further discussion of our critical accounting policies.

Accounting for Derivative Instruments and Hedging Activities

Through March 31, 2014, we elected to designate our commodity derivatives as cash flow hedges for accounting purposes. Effective April 1, 2014, we elected to discontinue hedge accounting for our commodity derivatives on a prospective basis. Accordingly, the change in the fair value of derivatives designated as hedges that were effective was recorded to accumulated other comprehensive income (loss) in stockholders’ equity in the Condensed Consolidated Balance Sheet. The ineffective portion of the change in the fair value of derivatives designated as hedges and the change in fair value and realized cash settlements of derivatives not designated as hedges are recorded as a component of operating revenues in gain (loss) on derivative instruments in the Condensed Consolidated Statement of Operations.

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The guidance is effective for interim and annual periods beginning on or after December 15, 2014. We do not expect the adoption of this guidance to have a material impact on our financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle of the guidance is that a company should

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recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective beginning in fiscal year 2017 and can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. We are currently evaluating the effect that adopting this guidance will have on our financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern, as a new Sub-topic, Accounting Standards Codification Sub-topic 205.40. The new going concern standard codifies in generally accepted accounting principles (GAAP) management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. This ASU is effective for interim and annual periods beginning on or after December 15, 2016 and early adoption is permitted. We do not expect the adoption of this guidance to have a material impact on our financial position or results of operations.

Results of Operations

Third Quarters of 2014 and 2013 Compared

We reported net income in the third quarter of 2014 of $100.8 million, or $0.24 per share, compared to $69.9 million, or $0.17 per share, in the third quarter of 2013. The increase in net income was due to an increase in operating revenues, partially offset by higher operating expenses and income taxes.

Revenue, Price and Volume Variances

Our revenues vary from year to year as a result of changes in realized commodity prices and production volumes. Below is a discussion of revenue, price and volume variances.

	Three Months Ended September 30,				Variance
Revenue Variances (In thousands)	2014		2013		Amount			Percent
Natural gas	$	347,970	$	341,901	$	6,069		2	%
Crude oil and condensate	82,563		84,209		(1,646		)	(2	)%
Gain (loss) on derivative instruments	71,906		—		71,906			100	%
Brokered natural gas	6,501		7,165		(664		)	(9	)%
Other	3,077		2,575		502			19	%
	$	512,017	$	435,850	$	76,167		17	%

	Three Months Ended September 30,				Variance					Increase (Decrease) (In thousands)
	2014		2013		Amount			Percent
Price Variances
Natural gas (1)	$	2.75	$	3.36	$	(0.61	)	(18	)%	$	(77,780	)
Crude oil and condensate (2)	$	94.68	$	103.76	$	(9.08	)	(9	)%	(7,912		)
Total										$	(85,692	)
Volume Variances
Natural gas (Bcf)	126.7		101.7		25.0			25	%	$	83,849
Crude oil and condensate (Mbbl)	872		812		60			7	%	6,266
Total										$	90,115

(1) These prices include the realized impact of cash flow hedge settlements, which decreased the price by $0.17 per Mcf in 2014 and increased the price by $0.20 per Mcf in 2013.

(2) These prices include the realized impact of cash flow hedge settlements, which decreased the price by $0.15 per Bbl and $1.33per Bbl in 2014 and 2013, respectively.

Natural Gas Revenues

The increase in natural gas revenues of $6.1 million is due to higher production, offset by lower natural gas prices. The increase in production was a result of our Marcellus Shale drilling program, partially offset by a decrease in production in Oklahoma and west Texas as a result of certain non-core asset dispositions in the fourth quarter of 2013 and lower production in Texas and West Virginia due to normal production declines.

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Crude Oil and Condensate Revenues

The decrease in crude oil and condensate revenues of $1.6 million is due to lower crude oil prices, offset by higher production. The increase in production was a result of our oil-focused drilling program in south Texas, partially offset by lower production associated with certain non-core asset dispositions in Oklahoma in the fourth quarter of 2013.

Gain (Loss) on Derivative Instruments

Effective April 1, 2014, we elected to discontinue hedge accounting on a prospective basis. Subsequent to April 1, 2014, our derivative instruments were accounted for on a mark-to-market basis with changes in fair value recognized currently in operating revenues in the Condensed Consolidated Statement of Operations. Gain (loss) on derivative instruments includes a $40.1 milliongain related to the change in fair value of realized cash settlements of derivative instruments previously frozen in accumulated other comprehensive income (loss) and a $31.8 million unrealized mark-to-market gain on our commodity derivative instruments.

Impact of Derivative Instruments on Operating Revenues

The following table reflects the realized and unrealized impact of our derivative instruments:

	Three Months Ended   September 30,
(In thousands)	2014			2013
Realized
Natural gas	$	(21,427	)	$	20,766
Crude oil and condensate	(130		)	(1,082		)
Gain (loss) on derivative instruments	40,073			—
	$	18,516		$	19,684
Unrealized
Gain (loss) on derivative instruments	31,833			—
	$	50,349		$	19,684

Brokered Natural Gas Revenue and Cost

	Three Months Ended   September 30,				Variance					Price and Volume Variances (In thousands)
	2014		2013		Amount			Percent
Brokered Natural Gas Sales
Sales price ($/Mcf)	$	4.31	$	4.22	$	0.09		2	%	$	136
Volume brokered (Mmcf)	x	1,508	x	1,697	(189		)	(11	)%	(800		)
Brokered natural gas (In thousands)	$	6,501	$	7,165						$	(664	)
Brokered Natural Gas Purchases
Purchase price ($/Mcf)	$	3.77	$	3.48	$	0.29		8	%	$	(441	)
Volume brokered (Mmcf)	x	1,508	x	1,697	(189		)	(11	)%	674
Brokered natural gas (In thousands)	$	5,680	$	5,913						$	233
Brokered natural gas margin (In thousands)	$	821	$	1,252						$	(431	)

The $0.4 milliondecrease in brokered natural gas margin is a result of lower brokered volumes partially offset by an increase in purchase price that outpaced the increase in sales price.

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Operating and Other Expenses

	Three Months Ended September 30,				Variance
(In thousands)	2014		2013		Amount			Percent
Operating and Other Expenses
Direct operations	$	37,802	$	32,923	$	4,879		15	%
Transportation and gathering	85,966		60,803		25,163			41	%
Brokered natural gas	5,680		5,913		(233		)	(4	)%
Taxes other than income	10,933		11,532		(599		)	(5	)%
Exploration	8,812		3,891		4,921			126	%
Depreciation, depletion and amortization	154,013		168,980		(14,967		)	(9	)%
General and administrative	19,579		24,697		(5,118		)	(21	)%
Total operating expense	$	322,785	$	308,739	$	14,046		5	%
Earnings (loss) on equity method investments	$	1,063	$	278	$	785		282	%
Gain (loss) on sale of assets	46		4,421		(4,375		)	(99	)%
Interest expense	17,422		16,074		1,348			8	%
Income tax expense	72,131		45,847		26,284			57	%

Total costs and expenses from operations increased by $14.0 million, or 5%, in the third quarter of 2014 compared to the same period of 2013. The primary reasons for this fluctuation are as follows:

• Direct operations increased $4.9 million largely due to higher operating costs as a result of higher production, an increase in disposal and recycling costs related to our Marcellus Shale operations and costs associated with oil processing and related fuel charges as a result of more stringent oil pipeline quality requirements in south Texas. Partially offsetting these increases were lower costs associated with certain non-core assets in Oklahoma and west Texas that were sold in the fourth quarter of 2013. 

• Transportation and gathering increased $25.2 million due to higher throughput as a result of higher production, slightly higher transportation rates and the commencement of various transportation and gathering agreements in late 2013 and during the first nine months of 2014.

• Brokered natural gas decreased $0.2 million. See the preceding table titled “Brokered Natural Gas Revenue and Cost” for further analysis.

• Taxes other than income decreased $0.6 million due to $0.4 million lower ad valorem and production taxes associated with certain non-core assets in Oklahoma and west Texas that were sold in the fourth quarter of 2013.

• Exploration expense increased $4.9 million as a result of higher exploratory dry hole costs of $4.4 million and higher geophysical and geological and other expenses.

• Depreciation, depletion and amortization decreased $15.0 million, as the $36.3 million increase due to higher equivalent production volumes was more than offset by $40.5 million due to a lower DD&A rate of $1.13 per Mcfe for the third quarter of 2014 compared to $1.43 per Mcfe for the third quarter of 2013. The lower DD&A rate was primarily due to lower costs of reserve additions associated with our Marcellus drilling program and the impact of the disposition of higher rate fields in Oklahoma and west Texas in the fourth quarter of 2013. In addition, amortization of unproved properties decreased $11.4 million in the third quarter of 2014 due to a decrease in amortization rates as a result of favorable results from our drilling program in Pennsylvania.

• General and administrative decreased $5.1 million due to lower stock-based compensation expense of $6.6 million associated with the mark-to-market of our liability-based performance awards and our supplemental employee incentive plan due to changes in our stock price during 2014 compared to 2013, partially offset by increases in other expenses that were not individually significant.

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Gain (Loss) on Sale of Assets

An aggregate gain of $4.4 million was recognized in the third quarter of 2013 due to the sale of certain of our proved oil and gas properties in Oklahoma. There were no significant gains or losses on the sale of assets in the third quarter of 2014.

Interest Expense

Interest expense increased $1.3 million primarily due to interest expense associated with our private placement in September 2014 of $925 million aggregate principal amount of senior unsecured fixed rate notes with a weighted-average interest rate of 3.65%.

Income Tax Expense

Income tax expense increased $26.3 million due to higher pretax income and a slightly higher effective tax rate. The effective tax rate for the third quarter of 2014 and 2013 was 41.7% and 39.6%, respectively. The increase in the effective tax rate was due to changes in permanent taxable items, as well as an increased blended state effective tax rate.

First Nine Months of 2014 and 2013 Compared

We reported net income in the first nine months of 2014 of $326.2 million, or $0.78 per share, compared to $201.8 million, or $0.48 per share, in the first nine months of 2013. The increase in net income was due to an increase in operating revenues, partially offset by higher operating expenses and income taxes.

Revenue, Price and Volume Variances

Below is a discussion of revenue, price and volume variances.

	Nine Months Ended September 30,				Variance
Revenue Variances (In thousands)	2014		2013		Amount		Percent
Natural gas	$	1,218,540	$	1,004,085	$	214,455	21	%
Crude oil and condensate	228,047		220,090		7,957		4	%
Gain (loss) on derivative instruments	69,577		—		69,577		100	%
Brokered natural gas	27,794		26,302		1,492		6	%
Other	11,049		8,338		2,711		33	%
	$	1,555,007	$	1,258,815	$	296,192	24	%

	Nine Months Ended September 30,				Variance					Increase (Decrease) (In thousands)
	2014		2013		Amount			Percent
Price Variances
Natural gas (1)	$	3.35	$	3.62	$	(0.27	)	(8	)%	$	(99,260	)
Crude oil and condensate (2)	$	97.21	$	103.07	$	(5.86	)	(6	)%	(13,756		)
Total										$	(113,016	)
Volume Variances
Natural gas (Bcf)	364.3		277.5		86.8			31	%	$	313,715
Crude oil and condensate (Mbbl)	2,346		2,135		211			10	%	21,713
Total										$	335,428

(1) These prices include the realized impact of cash flow hedge settlements, which decreased the price by $0.31per Mcf in 2014 and increased the price by $0.12 per Mcf in 2013.

(2) These prices include the realized impact of cash flow hedge settlements, which decreased the price by $0.42 per Bbl in 2014 and increased the price by $1.43 per Bbl in 2013.

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Natural Gas Revenues

The increase in natural gas revenues of $214.5 million is due to higher production, partially offset by lower natural gas prices. The increase in production was a result of our Marcellus Shale drilling program, partially offset by a decrease in production in Oklahoma and west Texas as a result of certain non-core asset dispositions in the fourth quarter of 2013 and lower production in Texas and West Virginia due to normal production declines.

Crude Oil and Condensate Revenues

The increase in crude oil and condensate revenues of $8.0 million is due to higher production associated with our oil-focused drilling program in south Texas, partially offset by lower production associated with certain non-core asset dispositions in Oklahoma in the fourth quarter of 2013 and lower crude oil prices.

Gain (Loss) on Derivative Instruments

Effective April 1, 2014, we elected to discontinue hedge accounting on a prospective basis. Subsequent to April 1, 2014, our derivative instruments were accounted for on a mark-to-market basis with changes in fair value recognized currently in operating revenues in the Condensed Consolidated Statement of Operations. Gain (loss) on derivative instruments includes a $24.8 milliongain related to the change in fair value of realized cash settlements of derivative instruments previously frozen in accumulated other comprehensive income (loss) and a $44.8 million unrealized mark-to-market gain on our commodity derivative instruments.

Impact of Derivative Instruments on Operating Revenues

The following table reflects the realized and unrealized impact of our derivative instruments:

	Nine Months Ended   September 30,
(In thousands)	2014			2013
Realized
Natural gas	$	(114,304	)	$	33,822
Crude oil and condensate	(984		)	3,054
Gain (loss) on derivative instruments	24,811			—
	$	(90,477	)	$	36,876
Unrealized
Gain (loss) on derivative instruments	44,766			—
	$	(45,711	)	$	36,876

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Brokered Natural Gas Revenue and Cost

	Nine Months Ended   September 30,				Variance					Price and Volume Variances (In thousands)
	2014		2013		Amount			Percent
Brokered Natural Gas Sales
Sales price ($/Mcf)	$	4.76	$	4.06	$	0.70		17	%	$	4,085
Volume brokered (Mmcf)	x	5,835	x	6,478	(643		)	(10	)%	(2,593		)
Brokered natural gas (In thousands)	$	27,794	$	26,302						$	1,492
Brokered Natural Gas Purchases
Purchase price ($/Mcf)	$	4.21	$	3.24	$	0.97		30	%	$	(5,649	)
Volume brokered (Mmcf)	x	5,835	x	6,478	(643		)	(10	)%	2,085
Brokered natural gas (In thousands)	$	24,570	$	21,006						$	(3,564	)
Brokered natural gas margin (In thousands)	$	3,224	$	5,296						$	(2,072	)

The $2.1 milliondecrease in brokered natural gas margin is a result of an increase in purchase price that outpaced the increase in sales price and lower brokered volumes.

Operating and Other Expenses

	Nine Months Ended September 30,					Variance
(In thousands)	2014			2013		Amount			Percent
Operating and Other Expenses
Direct operations	$	109,241		$	101,398	$	7,843		8	%
Transportation and gathering	247,707			159,672		88,035			55	%
Brokered natural gas	24,570			21,006		3,564			17	%
Taxes other than income	36,794			34,583		2,211			6	%
Exploration	19,963			12,444		7,519			60	%
Depreciation, depletion and amortization	458,995			469,022		(10,027		)	(2	)%
General and administrative	61,342			82,009		(20,667		)	(25	)%
Total operating expense	$	958,612		$	880,134	$	78,478		9	%
Earnings (loss) on equity method investments	$	1,819		$	614	$	1,205		196	%
Gain (loss) on sale of assets	(2,735		)	4,601		(7,336		)	(159	)%
Interest expense	50,312			49,366		946			2	%
Income tax expense	218,928			132,703		86,225			65	%

Total costs and expenses from operations increased by $78.5 million, or 9%, in the first nine months of 2014 compared to the same period of 2013. The primary reasons for this fluctuation are as follows:

• Direct operations increased $7.8 million largely due to higher operating costs as a result of higher production, an increase in disposal and recycling costs related to our Marcellus Shale operations and an increase in costs associated with oil processing and related fuel charges as a result of more stringent oil pipeline quality requirements in south Texas. Partially offsetting these increases were lower costs associated with certain non-core assets in Oklahoma and west Texas that were sold in the fourth quarter of 2013.

• Transportation and gathering increased $88.0 million due to higher throughput as a result of higher production, slightly higher transportation rates and the commencement of various transportation and gathering agreements in late 2013 and during the first nine months of 2014.

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• Brokered natural gas increased $3.6 million. See the preceding table titled “Brokered Natural Gas Revenue and Cost” for further analysis.

• Taxes other than income increased $2.2 million due to $2.6 million higher drilling impact fees associated with our Marcellus Shale drilling activities and $1.3 million higher production taxes. Production taxes increased due to higher oil production in south Texas, offset by taxes associated with certain non-core assets in Oklahoma and west Texas that were sold in the fourth quarter of 2013. These increases are partially offset by a $1.6 million decrease in ad valorem taxes.

• Exploration expense increased $7.5 million as a result of higher exploratory dry hole costs of $5.7 million and higher geophysical and geological and other expenses.

• Depreciation, depletion and amortization decreased $10.0 million, as the $132.0 million increase due to higher equivalent production volumes, was mostly offset by $126.0 million due to a lower DD&A rate of $1.16 per Mcfe for the first nine months of 2014 compared to $1.50 per Mcfe for the first nine months of 2013. The lower DD&A rate was primarily due to lower cost of reserve additions associated with our Marcellus drilling program and the impact of the disposition of higher rate fields in Oklahoma and west Texas in the fourth quarter of 2013. In addition, amortization of unproved properties decreased $16.9 million in the first nine months in 2014 due to a decrease in amortization rates as a result of favorable results from our drilling program in Pennsylvania.

• General and administrative decreased $20.7 million due to lower stock-based compensation expense of $25.8 million associated with the mark-to-market of our liability-based performance awards and our supplemental employee incentive plan due to changes in our stock price during 2014 compared to 2013 and lower professional fees, partially offset by increases in other expenses that were not individually significant.

Gain (Loss) on Sale of Assets

An aggregate loss of $2.7 million was recognized in the first nine months of 2014, primarily due to certain post-closing adjustments related to the sale of our proved oil and gas properties in Oklahoma and the sale of heavy-duty equipment. An aggregate gain of $4.6 million was recognized in the first nine months of 2013, primarily due to the sale of certain of our proved oil and gas properties in Oklahoma.

Interest Expense

Interest expense increased $0.9 million due to an increase in interest expense of $2.0 million associated with our credit facility due to an increase in weighted-average borrowings based on daily balances of approximately $535.4 million compared to approximately $408.2 million during the first nine months 2014 and 2013, respectively, interest expense of $1.2 million associated with our private placement in September 2014 of $925 million aggregate principal amount of senior unsecured fixed rate notes with a weighted-average interest rate of 3.65% and higher amortization of debt issuance costs of $0.6 million. These increases were partially offset by a decrease of $3.1 million due to the repayment of $75.0 million of our 7.33% weighted-average fixed rate notes in July 2013.

Income Tax Expense

Income tax expense increased $86.2 million due to higher pretax income and a slightly higher effective tax rate. The effective tax rate for the first nine months of 2014 and 2013 was 40.2% and 39.7%, respectively. The increase in the effective tax rate is due to an increase in the state effective tax rate.

Forward-Looking Information

The statements regarding future financial and operating performance and results, strategic pursuits and goals, market prices, future hedging and risk management activities, and other statements that are not historical facts contained in this report are forward-looking statements. The words “expect,” “project,” “estimate,” “believe,” “anticipate,” “intend,” “budget,” “plan,” “forecast,” “predict,” “may,” “should,” “could,” “will” and similar expressions are also intended to identify forward-looking statements. Such statements involve risks and uncertainties, including, but not limited to, market factors, market prices (including geographic basis differentials) of natural gas and crude oil, results of future drilling and marketing activity, future production and costs, legislative and regulatory initiatives, electronic, cyber or physical security breaches and other factors detailed herein and in our other Securities and Exchange Commission filings. See “Risk Factors” in Item 1A of the Form 10-K for additional information about these risks and uncertainties. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated.

32

ITEM 3.Quantitative and Qualitative Disclosures about Market Risk

Market Risk

Our primary market risk is exposure to natural gas and crude oil prices. Realized prices are mainly driven by worldwide prices for crude oil and spot market prices for North American natural gas production. Commodity prices can be volatile and unpredictable.

Derivative Instruments and Risk Management Activities

Our risk management strategy is designed to reduce the risk of price volatility for our production in the natural gas and crude oil markets through the use of commodity derivatives. A committee that consists of members of senior management oversees our risk management activities. Our commodity derivatives generally cover a portion of our production and only provide partial price protection by limiting the benefit to us of increases in prices, while protecting us in the event of price declines. Further, if our counterparties defaulted, this protection might be limited as we might not receive the benefits of our commodity derivatives. Please read the discussion below as well as Note 6 of the Notes to the Consolidated Financial Statements in our Form 10-K for a more detailed discussion of our derivative and risk management activities.

Periodically, we enter into commodity derivatives, including collar and swap agreements, to protect against exposure to price declines related to our natural gas and crude oil production. Our credit agreement restricts our ability to enter into commodity derivatives other than to hedge or mitigate risks to which we have actual or projected exposure or as permitted under our risk management policies and not subjecting us to material speculative risks. All of our derivatives are used for risk management purposes and are not held for trading purposes. Under the collar agreements, if the index price rises above the ceiling price, we pay the counterparty. If the index price falls below the floor price, the counterparty pays us. Under the swap agreements, we receive a fixed price on a notional quantity of natural gas or crude oil in exchange for paying a variable price based on a market-based index, such as the NYMEX gas and crude oil futures.

As of September 30, 2014, we had the following outstanding commodity derivatives:

				Collars						Swaps		Estimated Fair Value Asset (Liability) (In thousands)
				Floor			Ceiling
Type of Contract	Volume		Contract Period	Range	Weighted- Average		Range	Weighted- Average		Weighted- Average
Natural gas	84.9	Bcf	Oct. 2014 - Dec. 2014	$3.60-$4.37	$	4.13	$4.22-$4.80	$	4.51			$	3,131
Natural gas	26.8	Bcf	Oct. 2014 - Dec. 2014							$	4.05	11,614
Natural gas	35.5	Bcf	Jan. 2015 - Dec. 2015	—	$	3.86	$4.36-$4.43	$	4.40			(194		)
Natural gas	35.5	Bcf	Jan. 2015 - Dec. 2015							$	4.12	44
Crude oil	184.0	Mbbl	Oct. 2014 - Dec. 2014							$	97.00	1,249
												$	15,844

Natural gas prices are stated per Mcf and crude oil prices are stated per barrel.

The amounts set forth under the estimated fair value asset (liability) column in the table above represent our total unrealized derivative position at September 30, 2014 and exclude the impact of non-performance risk. Non-performance risk is primarily evaluated by reviewing credit default swap spreads for the various financial institutions in which we have derivative transactions, while our non-performance risk is evaluated using a market credit spread provided by one of our banks.

During the first nine months of 2014, natural gas collars with floor prices ranging from $3.60 to $4.37 per Mcf and ceiling prices ranging from $4.22 to $4.80 per Mcf covered 251.9 Bcf, or 69%, of natural gas production at an average price of $4.41 per Mcf. Natural gas swaps covered 73.5 Mcf, or 20%, of natural gas production at an average price of $4.06 per Mcf. Crude oil swaps covered 428 Mbbl, or 18%, of crude oil production at an average price of $97.00 per Bbl.

We are exposed to market risk on commodity derivative instruments to the extent of changes in market prices of natural gas and crude oil. However, the market risk exposure on these derivative contracts is generally offset by the gain or loss recognized upon the ultimate sale of the commodity. Although notional contract amounts are used to express the volume of natural gas agreements, the amounts that can be subject to credit risk in the event of non-performance by third parties are substantially smaller. We do not anticipate any material impact on our financial results due to non-performance by third parties. Our primary derivative contract counterparties are Bank of America, Bank of Montreal, Goldman Sachs, ING Capital Markets, JPMorgan, and Morgan Stanley.

33

The preceding paragraphs contain forward-looking information concerning future production and projected gains and losses, which may be impacted both by production and by changes in the future commodity prices. See “Forward-Looking Information” for further details.

Fair Market Value of Other Financial Instruments

The estimated fair value of other financial instruments is the amount at which the instrument could be exchanged currently between willing parties. The carrying amounts reported in the Condensed Consolidated Balance Sheet for cash and cash equivalents, accounts receivable, and accounts payable approximate fair value due to the short-term maturities of these instruments.

The fair value of long-term debt is the estimated amount we would have to pay a third party to assume the debt, including a credit spread for the difference between the issue rate and the period end market rate. The credit spread is our default or repayment risk. The credit spread (premium or discount) is determined by comparing our fixed-rate notes and revolving credit facility to new issuances (secured and unsecured) and secondary trades of similar size and credit statistics for both public and private debt. The fair value of all of the fixed-rate notes and the revolving credit facility is based on interest rates currently available to us.

We use available market data and valuation methodologies to estimate the fair value of debt. The carrying amounts and fair values of long-term debt are as follows:

	September 30, 2014				December 31, 2013
(In thousands)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Long-term debt	$	1,612,000	$	1,697,654	$	1,147,000	$	1,224,273

ITEM 4.Controls and Procedures

As of the end of the current reported period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Rules 13a-15 and 15d-15 of the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective, in all material respects, with respect to the recording, processing, summarizing and reporting, within the time periods specified in the Commission’s rules and forms, of information required to be disclosed by us in the reports that we file or submit under the Exchange Act.

There were no changes in our internal control over financial reporting that occurred during the third quarter of 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1.Legal Proceedings

Legal Matters

The information set forth under the heading “Legal Matters” in Note 8 of the Notes to Condensed Consolidated Financial Statements included in Item 1 of Part I of this quarterly report is incorporated by reference in response to this item.

Environmental Matters

From time to time we receive notices of violation from governmental and regulatory authorities in areas in which we operate relating to alleged violations of environmental statutes or the rules and regulations promulgated thereunder. While we cannot predict with certainty whether these notices of violation will result in fines and/or penalties, if fines and/or penalties are imposed, they may result in monetary sanctions individually or in the aggregate in excess of $100,000.

ITEM 1A.Risk Factors

For additional information about the risk factors that affect us, see Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, 2013.

34

ITEM 2.Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Our Board of Directors has authorized a share repurchase program under which we may purchase shares of common stock in the open market or in negotiated transactions. There is no expiration date associated with the authorization. The shares included in the table below were repurchased on the open market and were held as treasury stock as of September 30, 2014.

Period	Total Number of Shares Purchased	Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs
July 2014	—	—		—	14,361,834
August 2014	1,829,746	$	32.88	1,829,746	12,532,088
September 2014	2,191,068	$	32.18	2,191,068	10,341,020
Total	4,020,814			4,020,814	10,341,020

ITEM 6.Exhibits

Exhibit Number	Description
4.1	Note Purchase Agreement dated September 18, 2014 among Cabot Oil & Gas Corporation and the Purchasers listed therein (Form 8-K dated September 24, 2014).
15.1	Awareness letter of PricewaterhouseCoopers LLP.
31.1	302 Certification — Chairman, President and Chief Executive Officer.
31.2	302 Certification — Executive Vice President and Chief Financial Officer.
32.1	906 Certification.
101.INS	XBRL Instance Document.
101.SCH	XBRL Taxonomy Extension Schema Document.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document.

35

SIGNATURES

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 thereunto duly authorized.

	CABOT OIL & GAS CORPORATION
	(Registrant)
October 24, 2014	By:	/S/ DAN O. DINGES
		Dan O. Dinges
		Chairman, President and Chief Executive Officer
		(Principal Executive Officer)
October 24, 2014	By:	/S/ SCOTT C. SCHROEDER
		Scott C. Schroeder
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)
October 24, 2014	By:	/S/ TODD M. ROEMER
		Todd M. Roemer
		Controller
		(Principal Accounting Officer)

36

EX-15.1

EXHIBIT 15.1

October 24, 2014

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We are aware that our report dated October 24, 2014 on our review of interim financial information of Cabot Oil & Gas Corporation (the “Company”) for the three and nine month periods ended September 30, 2014 and 2013, and included in the Company’s quarterly report on Form 10-Q for the quarter ended September 30, 2014, is incorporated by reference in its Registration Statements on Form S-3 (File Nos. 333-68350 and 333-83819) and Form S-8 (File Nos. 333-37632, 033-53723, 033-35476, 333-92264, 333-123166, 333-135365 and 333-195642).

Very truly yours,

/s/ PricewaterhouseCoopers LLP

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Dan O. Dinges, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cabot Oil & Gas Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 24, 2014

/S/ DAN O. DINGES

Dan O. Dinges

Chairman, President and

Chief Executive Officer

EX-31.2

EXHIBIT 31.2

I, Scott C. Schroeder, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Cabot Oil & Gas Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: October 24, 2014

/S/ SCOTT C. SCHROEDER

Scott C. Schroeder

Executive Vice President, Chief Financial Officer and Treasurer

EX-32.1

EXHIBIT 32.1

Certification Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

(Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) (the “Act”), each of the undersigned, Dan O. Dinges, Chief Executive Officer of Cabot Oil & Gas Corporation, a Delaware corporation (the “Company”), and Scott C. Schroeder, Chief Financial Officer of the Company, hereby certify that, to his knowledge:

(1) the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: October 24, 2014

/S/ DAN O. DINGES

Dan O. Dinges

Chief Executive Officer

/S/ SCOTT C. SCHROEDER

Scott C. Schroeder

Chief Financial Officer

XML

Debit and Credit Agreements (Parenthetical) (Details)											3 Months Ended		9 Months Ended
	Sep. 30, 2014 7.33% weighted-average fixed rate notes	Dec. 31, 2013 7.33% weighted-average fixed rate notes	Sep. 30, 2014 6.51% weighted-average fixed rate notes	Dec. 31, 2013 6.51% weighted-average fixed rate notes	Sep. 30, 2014 9.78% notes	Dec. 31, 2013 9.78% notes	Sep. 30, 2014 5.58% weighted-average fixed rate notes	Dec. 31, 2013 5.58% weighted-average fixed rate notes	Sep. 30, 2014 3.65% weighted-average fixed rate notes	Dec. 31, 2013 3.65% weighted-average fixed rate notes	Sep. 30, 2014 Revolving credit facility	Sep. 30, 2013 Revolving credit facility	Sep. 30, 2014 Revolving credit facility	Sep. 30, 2013 Revolving credit facility
Debt
Long-term debt, weighted average interest rate	7.33%	7.33%	6.51%	6.51%			5.58%	5.58%	3.65%	3.65%
Long-term debt, interest rate, stated percentage					9.78%	9.78%
Weighted-average effective interest rate											2.20%	2.20%	2.20%	2.30%

XML

Accumulated Other Comprehensive Income (Loss) (Details 2) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Line items in income statement impacted by reclassifications out of accumulated other comprehensive income
Natural gas revenues	$ 347,970	$ 341,901	$ 1,218,540	$ 1,004,085
Crude oil and condensate revenues	82,563	84,209	228,047	220,090
Income before income taxes	172,919	115,736	545,167	334,530
Tax benefit (expense)	(72,131)	(45,847)	(218,928)	(132,703)
Reclassifications to net income	100,788	69,889	326,239	201,827
Amount Reclassified from Accumulated Other Comprehensive Income
Line items in income statement impacted by reclassifications out of accumulated other comprehensive income
Income before income taxes	(21,557)	19,568	(115,288)	36,351
Tax benefit (expense)	8,592	(7,696)	45,951	(14,298)
Reclassifications to net income	(12,965)	11,872	(69,337)	22,053
Net gain (loss) on cash flow hedges | Amount Reclassified from Accumulated Other Comprehensive Income | Commodity contracts
Line items in income statement impacted by reclassifications out of accumulated other comprehensive income
Natural gas revenues	(21,427)	20,766	(114,304)	33,822
Crude oil and condensate revenues	(130)	(1,082)	(984)	3,054
Postretirement benefits | Amount Reclassified from Accumulated Other Comprehensive Income
Line items in income statement impacted by reclassifications out of accumulated other comprehensive income
Amortization of net loss	$ 0	$ (116)	$ 0	$ (525)

XML

Asset Retirement Obligation (Details) (USD $)	9 Months Ended
	Sep. 30, 2014	Dec. 31, 2013
Asset Retirement Obligation
Balance at beginning of period	$ 75,853,000
Liabilities incurred	4,360,000
Liabilities settled	(411,000)
Liabilities divested	(899,000)
Change in estimate	33,810,000
Accretion expense	3,528,000
Balance at end of period	116,241,000
Current portion of asset retirement obligation	$ 2,000,000	$ 2,000,000

XML

ADDITIONAL BALANCE SHEET INFORMATION (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Accounts receivable, net
Trade accounts	$ 190,328	$ 215,361
Joint interest billing	1,493	7,261
Income taxes receivable	0	922
Other accounts	439	746
Accounts receivable, gross	192,260	224,290
Allowance for doubtful accounts	(990)	(1,814)
Accounts receivable, net	191,270	222,476
Inventories
Natural gas in storage	3,596	9,056
Tubular goods and well equipment	10,080	8,396
Other accounts	55	16
Inventory, net	13,731	17,468
Other current assets
Prepaid balances and other	2,730	2,587
Derivative instruments	16,503	3,019
Other current assets	19,233	5,606
Other assets
Deferred compensation plan	12,815	12,507
Debt issuance cost	18,725	16,476
Other accounts	70	79
Other assets	31,610	29,062
Accounts payable
Trade accounts	53,938	26,023
Natural gas purchases	6,813	2,052
Royalty and other owners	102,933	79,150
Accrued capital costs	185,525	146,899
Taxes other than income	12,906	13,677
Drilling advances	89	14,093
Other accounts	17,583	6,907
Accounts payable current	379,787	288,801
Accrued liabilities
Employee benefits	18,798	43,599
Taxes other than income	10,459	6,894
Interest payable	12,833	20,211
Derivative instruments	102	13,912
Other accounts	2,651	2,897
Accrued liabilities	44,843	87,513
Other liabilities
Deferred compensation plan	30,277	33,211
Derivative instruments	549	0
Other accounts	6,963	13,043
Other liabilities	$ 37,789	$ 46,254

XML

Fair Value Measurements (Details 3) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Fair value disclosures
Long-term debt	$ 1,612,000	$ 1,147,000
Carrying amount
Fair value disclosures
Long-term debt	1,612,000	1,147,000
Estimated fair value
Fair value disclosures
Long-term debt	$ 1,697,654	$ 1,224,273

XML

Properties and Equipment, Net (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Property, Plant and Equipment [Abstract]
Proved oil and gas properties	$ 7,405,851	$ 6,362,570
Unproved oil and gas properties	354,882	375,428
Gathering and pipeline systems	240,705	239,958
Land, buildings and other equipment	105,143	94,243
Properties and equipment, gross, total	8,106,581	7,072,199
Accumulated depreciation, depletion and amortization	(2,976,368)	(2,525,972)
Properties and equipment, net	$ 5,130,213	$ 4,546,227

XML

Derivative Instruments and Hedging Activities (Tables)

9 Months Ended

Sep. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Outstanding commodity derivatives

As of September 30, 2014, the Company had the following outstanding commodity derivatives:

				Collars						Swaps
				Floor			Ceiling
Type of Contract	Volume		Contract Period	Range	Weighted-Average		Range	Weighted- Average		Weighted- Average
Natural gas	84.9	Bcf	Oct. 2014 - Dec. 2014	$3.60-$4.37	$	4.13	$4.22-$4.80	$	4.51
Natural gas	26.8	Bcf	Oct. 2014 - Dec. 2014							$	4.05
Natural gas	35.5	Bcf	Jan. 2015 - Dec. 2015	—	$	3.86	$4.36-$4.43	$	4.40
Natural gas	35.5	Bcf	Jan. 2015 - Dec. 2015							$	4.12
Crude oil	184.0	Mbbl	Oct. 2014 - Dec. 2014							$	97.00

Effect of derivative instruments on the condensed consolidated balance sheet

Effect of Derivative Instruments on the Condensed Consolidated Balance Sheet

		Fair Values of Derivative Instruments
		Derivative Assets				Derivative Liabilities
(In thousands)	Balance Sheet Location	September 30, 2014		December 31, 2013		September 30, 2014		December 31, 2013
Derivatives Designated as Hedges
Commodity contracts	Other current assets	$	—	$	3,019	$	—	$	—
Commodity contracts	Accrued liabilities	—		—		—		13,912
Derivatives Not Designated as Hedges
Commodity contracts	Other current assets	16,503		—		—		—
Commodity contracts	Accrued liabilities	—		—		102		—
Commodity contracts	Other liabilities	—		—		549		—
		$	16,503	$	3,019	$	651	$	13,912

Schedule of offsetting of derivative assets and liabilities in the condensed consolidated balance sheet

Offsetting of Derivative Assets and Liabilities in the Condensed Consolidated Balance Sheet

(In thousands)	September 30, 2014			December 31, 2013
Derivative Assets
Gross amounts of recognized assets	$	19,445		$	13,792
Gross amounts offset in the statement of financial position	(2,942		)	(10,773		)
Net amounts of assets presented in the statement of financial position	16,503			3,019
Gross amounts of financial instruments not offset in the statement of financial position	238			373
Net amount	$	16,741		$	3,392
Derivative Liabilities
Gross amounts of recognized liabilities	$	3,593		$	24,685
Gross amounts offset in the statement of financial position	(2,942		)	(10,773		)
Net amounts of liabilities presented in the statement of financial position	651			13,912
Gross amounts of financial instruments not offset in the statement of financial position	—			—
Net amount	$	651		$	13,912

Amount of gain (loss) recognized in accumulated other comprehensive income (loss) on derivatives

The amount of gain (loss) recognized in accumulated other comprehensive income (loss) on derivatives (effective portion) is as follows:

	Three Months Ended   September 30,					Nine Months Ended   September 30,
(In thousands)	2014		2013			2014			2013
Commodity contracts	$	—	$	(2,384	)	$	(133,310	)	$	51,783

Amount of gain (loss) reclassified from accumulated other comprehensive income (loss)

The amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (effective portion) is as follows:

	Three Months Ended   September 30,						Nine Months Ended   September 30,
(In thousands)	2014 (1)			2013			2014(1)			2013
Natural gas revenues	$	(21,427	)	$	20,766		$	(114,304	)	$	33,822
Crude oil and condensate revenues	(130		)	(1,082		)	(984		)	3,054
	$	(21,557	)	$	19,684		$	(115,288	)	$	36,876

(1) The Company ceased hedge accounting effective April 1, 2014. For the three and nine months ended September 30, 2014, a loss of approximately $21.6 million and $44.5 million, respectively, were reclassified into income. These amounts were previously frozen in accumulated other comprehensive income (loss).

Effect of derivatives not designated as hedging instruments on the condensed consolidated statement of operations

The amount of gain (loss) recognized in the Condensed Consolidated Statement of Operations on derivative instruments is as follows:

	Three Months Ended   September 30,						Nine Months Ended   September 30,
(In thousands)	2014			2013			2014			2013
Derivatives Designated as Hedges
Realized
Natural gas	$	—		$	20,766		$	(70,557	)	$	33,822
Crude oil and condensate	—			(1,082		)	(218		)	3,054
	$	—		$	19,684		$	(70,775	)	$	36,876
Derivatives Not Designated as Hedges
Realized
Natural gas	$	(21,427	)	$	—		$	(43,747	)	$	—
Crude oil and condensate	(130		)	—			(766		)	—
Gain (loss) on derivative instruments	40,073			—			24,811			—
Unrealized
Gain (loss) on derivative instruments	31,833			—			44,766			—
	$	50,349		$	—		$	25,064		$	—
	$	50,349		$	19,684		$	(45,711	)	$	36,876

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Postretirement Benefits (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Components of Net Periodic Benefit Cost
Service cost	$ 456	$ 455	$ 1,368	$ 1,285
Interest cost	407	355	1,221	1,145
Amortization of net loss	0	116	0	525
Net periodic benefit cost	$ 863	$ 926	$ 2,589	$ 2,955

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Derivative Instruments and Hedging Activities (Details 3) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Derivative Assets
Gross amounts of recognized assets	$ 19,445	$ 13,792
Gross amounts offset in the statement of financial position	(2,942)	(10,773)
Net amounts of assets presented in the statement of financial position	16,503	3,019
Gross amounts of financial instruments not offset in the statement of financial position	238	373
Net amount	16,741	3,392
Derivative Liabilities
Gross amounts of recognized liabilities	3,593	24,685
Gross amounts offset in the statement of financial position	(2,942)	(10,773)
Net amounts of liabilities presented in the statement of financial position	651	13,912
Gross amounts of financial instruments not offset in the statement of financial position	0	0
Net amount	$ 651	$ 13,912

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Debt and Credit Agreements (Details 2) (Revolving credit facility, USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Apr. 15, 2014
Revolving credit facility
Debt
Borrowing base prior to approval					$ 2,300,000,000.0
Borrowing base					3,100,000,000.0
Line of credit	1,400,000,000		1,400,000,000
Availability under the credit facility	$ 1,400,000,000		$ 1,400,000,000
Weighted-average effective interest rate	2.20%	2.20%	2.20%	2.30%

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Earnings per Common Share (Details) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Earnings Per Share [Abstract]
Weighted-average shares - basic	416,173	420,986	416,785	420,664
Dilution effect of stock appreciation rights and stock awards at end of period (in shares)	1,920	2,467	1,683	2,160
Weighted-average shares - diluted	418,093	423,453	418,468	422,824
Weighted-average stock awards and shares excluded from diluted earnings per share due to the anti-dilutive effect	0	1	461	3

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Fair Value Measurements Fair Value Measurements (Parenthetical) (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014 Impaired_Asset_And_Liability	Sep. 30, 2013 Impaired_Asset_And_Liability	Dec. 31, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Fair Value, Assets, Level 1 to Level 2 Transfers, Amount	$ 0		$ 0
Fair Value, Liabilities, Level 1 to Level 2 Transfers, Amount	0		0
Fair Value, Assets, Level 2 to Level 1 Transfers, Amount	0		0
Fair Value, Liabilities, Level 2 to Level 1 Transfers, Amount	0		0
Number of non-financial assets and liabilities impaired	0	0
Fair Value, Measurements, Nonrecurring [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Asset Impairment Charges Non Financial	0
Asset Impairment Charges Non Financial Liabilities	$ 0

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Properties and Equipment, Net

9 Months Ended

Sep. 30, 2014

Property, Plant and Equipment [Abstract]

Properties and Equipment, Net

Properties and Equipment, Net

Properties and equipment, net are comprised of the following:

(In thousands)	September 30, 2014			December 31, 2013
Proved oil and gas properties	$	7,405,851		$	6,362,570
Unproved oil and gas properties	354,882			375,428
Gathering and pipeline systems	240,705			239,958
Land, buildings and other equipment	105,143			94,243
	8,106,581			7,072,199
Accumulated depreciation, depletion and amortization	(2,976,368		)	(2,525,972		)
	$	5,130,213		$	4,546,227

At September 30, 2014, the Company did not have any projects that had exploratory well costs that were capitalized for a period of greater than one year after drilling.

Subsequent Events

Acquisitions

In October 2014, the Company completed the acquisition of certain proved and unproved oil and gas properties in the Eagle Ford Shale in south Texas for approximately $210.0 million. Total cash consideration paid by the Company as of the closing date was approximately $186.2 million, subject to customary post-closing adjustments, which reflects the impact of customary purchase price adjustments and an adjustment for consents that the seller was unable to obtain for certain leaseholds prior to closing.

Divestitures

In October 2014, the Company completed the divestiture of certain proved and unproved oil and gas properties in east Texas to a third party for approximately $44.3 million. Total cash consideration received by the Company as of the closing date was approximately $39.9 million, subject to customary post-closing adjustments, which reflects the impact of customary purchase price adjustments. The net book value associated with the oil and gas properties held for sale as of September 30, 2014 was approximately $21.5 million and is included in properties and equipment, net in the Condensed Consolidated Balance Sheet.

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Derivative Instruments and Hedging Activities (Details 4) (USD $)	3 Months Ended			6 Months Ended		9 Months Ended
	Sep. 30, 2014		Sep. 30, 2013	Sep. 30, 2014		Sep. 30, 2014		Sep. 30, 2013
Derivative instruments and hedging activities
Ineffectiveness related to derivative instruments	$ 0		$ 0			$ 0		$ 0
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (effective portion)	(21,557,000)	[1]	19,684,000	(44,514,000)	[1]	(115,288,000)	[1]	36,876,000
Unrealized Gain (Loss) on Derivatives						44,766,000		0
Gain (loss) on derivative instruments	50,349,000		0			25,064,000		0
Total	50,349,000		19,684,000			(45,711,000)		36,876,000
Natural Gas Revenues
Derivative instruments and hedging activities
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (effective portion)	(21,427,000)	[1]	20,766,000			(114,304,000)	[1]	33,822,000
Crude Oil and Condensate Revenues
Derivative instruments and hedging activities
Amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (effective portion)	(130,000)	[1]	(1,082,000)			(984,000)	[1]	3,054,000
Commodity contracts
Derivative instruments and hedging activities
Amount of gain (loss) recognized in other comprehensive income (loss) on derivative (effective portion)	0		(2,384,000)			(133,310,000)		51,783,000
Derivatives Designated as Hedges
Derivative instruments and hedging activities
Realized gain (loss) on derivative instruments	0		19,684,000			(70,775,000)		36,876,000
Derivatives Designated as Hedges | Natural Gas Revenues
Derivative instruments and hedging activities
Realized gain (loss) on derivative instruments	0		20,766,000			(70,557,000)		33,822,000
Derivatives Designated as Hedges | Crude Oil and Condensate Revenues
Derivative instruments and hedging activities
Realized gain (loss) on derivative instruments	0		(1,082,000)			(218,000)		3,054,000
Derivatives Not Designated as Hedges
Derivative instruments and hedging activities
Unrealized Gain (Loss) on Derivatives	31,833,000		0			44,766,000		0
Derivatives Not Designated as Hedges | Natural Gas Revenues
Derivative instruments and hedging activities
Realized gain (loss) on derivative instruments	(21,427,000)		0			(43,747,000)		0
Derivatives Not Designated as Hedges | Crude Oil and Condensate Revenues
Derivative instruments and hedging activities
Realized gain (loss) on derivative instruments	(130,000)		0			(766,000)		0
Derivatives Not Designated as Hedges | Gain (loss) on derivative instruments
Derivative instruments and hedging activities
Realized gain (loss) on derivative instruments	$ 40,073,000		$ 0			$ 24,811,000		$ 0

[1] The Company ceased hedge accounting effective April 1, 2014. For the three and nine months ended September 30, 2014, a loss of approximately $21.6 million and $44.5 million, respectively, were reclassified into income. These amounts were previously frozen in accumulated other comprehensive income (loss).

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Stock-based Compensation (Tables)

9 Months Ended

Sep. 30, 2014

Supplemental Employee Incentive Plan IV

Stock-Based Compensation arrangements

Schedule of Value per Share and Assumptions Used

The following assumptions were used to determine the period-end fair value of the Supplemental Employee Incentive Plan IV liability using a Monte Carlo model:

	September 30, 2014
Stock price volatility	33.9	%
Risk free rate of return	1.0	%
Annual salary increase rate	4.0	%
Annual turnover rate	4.6	%

TSR Performance Share Awards

Stock-Based Compensation arrangements

Schedule of Value per Share and Assumptions Used

The following assumptions were used to determine the grant date fair value of the equity component (February 20, 2014) and the period-end fair value of the liability component of the TSR Performance Share Awards:

	Grant Date			September 30, 2014
Fair value per performance share award	$	32.04		$7.19 - $25.22
Assumptions:
Stock price volatility	41.3		%	27.5% - 120.4%
Risk free rate of return	0.7		%	0.02% - 0.7%
Expected dividend yield	0.2		%	0.2	%

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Postretirement Benefits (Tables)

9 Months Ended

Sep. 30, 2014

Compensation and Retirement Disclosure [Abstract]

Components of net periodic benefit costs

The components of net periodic benefit costs, included in general and administrative expense in the Condensed Consolidated Statement of Operations, were as follows:

	Three Months Ended   September 30,				Nine Months Ended   September 30,
(In thousands)	2014		2013		2014		2013
Service cost	$	456	$	455	$	1,368	$	1,285
Interest cost	407		355		1,221		1,145
Amortization of net loss	—		116		—		525
	$	863	$	926	$	2,589	$	2,955

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CAPITAL STOCK (Details) (USD $) In Millions, except Share data, unless otherwise specified	9 Months Ended				9 Months Ended
	Sep. 30, 2014	May 31, 2014	May 30, 2014	Dec. 31, 2013	Sep. 30, 2014 2014 Incentive Plan	May 01, 2014 2014 Incentive Plan	May 01, 2014 2014 Incentive Plan Stock options Maximum
Incentive Plans
Number of shares reserved for issuance						18,000,000	10,000,000
Number of additional shares issuable under the 2014 Incentive Plan on or after May 1, 2024					0
Number of additional shares that will be issued under any of the Company's prior plans, including the 2004 Incentive Plan	0
Common stock, authorized shares	960,000,000	960,000,000	480,000,000	480,000,000
Number of shares repurchased	4,000,000
Cost of shares repurchased	$ 130.8
Cumulative number of shares repurchased under a share repurchase program	29,600,000
Treasury stock, number of shares authorized to be repurchased	40,000,000
Cumulative cost of shares repurchased under a share repurchase program	$ 380.3
Treasury stock, cumulative shares retired	20,000,000
Shares held as treasury stock	9,638,980			5,618,166

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Fair Value Measurements (Details) (USD $)	9 Months Ended
	Sep. 30, 2014 Impaired_Asset_And_Liability	Sep. 30, 2013 Impaired_Asset_And_Liability	Dec. 31, 2013
Assets
Deferred compensation plan	$ 12,815,000		$ 12,507,000
Derivative contracts	19,445,000		13,792,000
Total assets	32,260,000		26,299,000
Liabilities
Deferred compensation plan	30,277,000		33,211,000
Derivative contracts	3,593,000		24,685,000
Total liabilities	33,870,000		57,896,000
Number of non-financial assets and liabilities impaired	0	0
Nonrecurring basis
Liabilities
Total liabilities	0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Recurring basis
Assets
Deferred compensation plan	12,815,000		12,507,000
Derivative contracts	0		0
Total assets	12,815,000		12,507,000
Liabilities
Deferred compensation plan	30,277,000		33,211,000
Derivative contracts	0		0
Total liabilities	30,277,000		33,211,000
Significant Other Observable Inputs (Level 2) | Recurring basis
Assets
Deferred compensation plan	0		0
Derivative contracts	1,578,000		0
Total assets	1,578,000		0
Liabilities
Deferred compensation plan	0		0
Derivative contracts	1,216,000		6,983,000
Total liabilities	1,216,000		6,983,000
Significant Unobservable Inputs (Level 3) | Recurring basis
Assets
Deferred compensation plan	0		0
Derivative contracts	17,867,000		13,792,000
Total assets	17,867,000		13,792,000
Liabilities
Deferred compensation plan	0		0
Derivative contracts	2,377,000		17,702,000
Total liabilities	$ 2,377,000		$ 17,702,000

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Earnings per Common Share (Tables)

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Calculation of basic and diluted weighted-average shares outstanding

	Three Months Ended   September 30,		Nine Months Ended   September 30,
(In thousands)	2014	2013	2014	2013
Weighted-average shares - basic	416,173	420,986	416,785	420,664
Dilution effect of stock appreciation rights and stock awards at end of period	1,920	2,467	1,683	2,160
Weighted-average shares - diluted	418,093	423,453	418,468	422,824
Weighted-average stock awards and shares excluded from diluted earnings per share due to the anti-dilutive effect	—	1	461	3

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Accumulated Other Comprehensive Income (Loss) (Tables)

9 Months Ended

Sep. 30, 2014

Equity [Abstract]

Changes in accumulated other comprehensive income (loss) by component, net of tax

Changes in accumulated other comprehensive income (loss) by component, net of tax, were as follows:

(In thousands)	Net Gain (Loss) on Cash Flow Hedges			Postretirement Benefits			Total
Balance at December 31, 2013	$	(6,551	)	$	(1,810	)	$	(8,361	)
Other comprehensive income before reclassifications	(80,175		)	—			(80,175		)
Amounts reclassified from accumulated other comprehensive income	69,337			—			69,337
Net current-period other comprehensive income	(10,838		)	—			(10,838		)
Balance at September 30, 2014	$	(17,389	)	$	(1,810	)	$	(19,199	)

Schedule of amount reclassified from accumulated other comprehensive income (loss) into the Condensed Consolidated Statement of Operations

Amounts reclassified from accumulated other comprehensive income (loss) into the Condensed Consolidated Statement of Operations were as follows:

	Three Months Ended   September 30,						Nine Months Ended   September 30,						Affected Line Item in the Condensed
(In thousands)	2014			2013			2014			2013			Consolidated Statement of Operations
Net gain (loss) on cash flow hedges
Commodity contracts	$	(21,427	)	$	20,766		$	(114,304	)	$	33,822		Natural gas revenues
Commodity contracts	(130		)	(1,082		)	(984		)	3,054			Crude oil and condensate revenues
Postretirement benefits
Amortization of net loss	—			(116		)	—			(525		)	General and administrative expense
	(21,557		)	19,568			(115,288		)	36,351			Total before tax
	8,592			(7,696		)	45,951			(14,298		)	Tax benefit (expense)
Total reclassifications for the period	$	(12,965	)	$	11,872		$	(69,337	)	$	22,053		Net of tax

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Financial Statement Presentation

9 Months Ended

Sep. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Financial Statement Presentation

Financial Statement Presentation

During interim periods, Cabot Oil & Gas Corporation (the Company) follows the same accounting policies disclosed in its Annual Report on Form 10-K for the year ended December 31, 2013 (Form 10-K) filed with the Securities and Exchange Commission (SEC). The interim financial statements should be read in conjunction with the notes to the consolidated financial statements and information presented in the Form 10-K. In management’s opinion, the accompanying interim condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary for a fair statement. The results for any interim period are not necessarily indicative of the expected results for the entire year.

Certain reclassifications have been made to prior year statements to conform with the current year presentation. These reclassifications have no impact on previously reported net income.

With respect to the unaudited financial information of the Company as of September 30, 2014 and for the three and nine months ended September 30, 2014 and 2013, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated October 24, 2014 appearing herein states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited financial information because that report is not a “report” or a “part” of a registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The guidance is effective for interim and annual periods beginning on or after December 15, 2014. The Company does not expect the adoption of this guidance to have a material impact on its financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective beginning in fiscal year 2017 and can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the effect that adopting this guidance will have on its financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern, as a new Sub-topic, Accounting Standards Codification Sub-topic 205.40. The new going concern standard codifies in generally accepted accounting principles (GAAP) management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. This ASU is effective for interim and annual periods beginning on or after December 15, 2016 and early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its financial position or results of operations.

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ADDITIONAL BALANCE SHEET INFORMATION (Tables)

9 Months Ended

Sep. 30, 2014

Balance Sheet Related Disclosures [Abstract]

Additional Balance Sheet Information

Certain balance sheet amounts are comprised of the following:

(In thousands)	September 30, 2014			December 31, 2013
Accounts receivable, net
Trade accounts	$	190,328		$	215,361
Joint interest billing	1,493			7,261
Income taxes receivable	—			922
Other accounts	439			746
	192,260			224,290
Allowance for doubtful accounts	(990		)	(1,814		)
	$	191,270		$	222,476
Inventories
Natural gas in storage	$	3,596		$	9,056
Tubular goods and well equipment	10,080			8,396
Other accounts	55			16
	$	13,731		$	17,468
Other current assets
Prepaid balances and other	$	2,730		$	2,587
Derivative instruments	16,503			3,019
	$	19,233		$	5,606
Other assets
Deferred compensation plan	$	12,815		$	12,507
Debt issuance cost	18,725			16,476
Other accounts	70			79
	$	31,610		$	29,062
Accounts payable
Trade accounts	$	53,938		$	26,023
Natural gas purchases	6,813			2,052
Royalty and other owners	102,933			79,150
Accrued capital costs	185,525			146,899
Taxes other than income	12,906			13,677
Drilling advances	89			14,093
Other accounts	17,583			6,907
	$	379,787		$	288,801
Accrued liabilities
Employee benefits	$	18,798		$	43,599
Taxes other than income	10,459			6,894
Interest payable	12,833			20,211
Derivative instruments	102			13,912
Other accounts	2,651			2,897
	$	44,843		$	87,513
Other liabilities
Deferred compensation plan	$	30,277		$	33,211
Derivative instruments	549			—
Other accounts	6,963			13,043
	$	37,789		$	46,254

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Derivative Instruments and Hedging Activities (Details) (USD $)	3 Months Ended				9 Months Ended																6 Months Ended
	Sep. 30, 2014		Sep. 30, 2013		Sep. 30, 2014		Sep. 30, 2013		Apr. 01, 2014	Sep. 30, 2014 Derivatives Designated as Hedges Natural Gas Collars with contract period of Jul. 2014 - Dec. 2014 MMcf	Sep. 30, 2014 Derivatives Designated as Hedges Natural Gas Collars with contract period of Jul. 2014 - Dec. 2014 Minimum	Sep. 30, 2014 Derivatives Designated as Hedges Natural Gas Collars with contract period of Jul. 2014 - Dec. 2014 Maximum	Sep. 30, 2014 Derivatives Designated as Hedges Natural Gas Collars with contract period of Jul. 2014 - Dec. 2014 Weighted Average	Sep. 30, 2014 Derivatives Designated as Hedges Natural Gas Swaps with contract period of Jul. 2014 - Dec. 2014 Weighted Average MMcf	Sep. 30, 2014 Derivatives Designated as Hedges Natural Gas Collars with contract period of January 2015 to December 2015 MMcf	Sep. 30, 2014 Derivatives Designated as Hedges Natural Gas Collars with contract period of January 2015 to December 2015 Minimum	Sep. 30, 2014 Derivatives Designated as Hedges Natural Gas Collars with contract period of January 2015 to December 2015 Maximum	Sep. 30, 2014 Derivatives Designated as Hedges Natural Gas Collars with contract period of January 2015 to December 2015 Weighted Average	Sep. 30, 2014 Derivatives Designated as Hedges Natural Gas Swaps with contract period of January 2015 to December 2015 Weighted Average MMcf	Sep. 30, 2014 Derivatives Designated as Hedges Crude Oil Swaps with contract period of Jul. 2014 - Dec. 2014 Weighted Average MBbls	Sep. 30, 2014 Natural Gas and Oil Revenue [Member]
Derivative disclosures
Unrealized losses included in accumulated other comprehensive income and will reclassified into natural gas and crude oil revenues , pre-tax									$ 73,400,000
Unrealized losses included in accumulated other comprehensive income and will reclassified into natural gas and crude oil revenues , net of tax									44,200,000
Reclassification adjustment for settled cash flow hedge contracts(1)	12,965,000	[1]	(11,942,000)	[1]	69,337,000	[1]	(22,372,000)	[1]													26,800,000	[2]
Cash Flow Hedge Gain (Loss) to be Reclassified Remainder of Year					$ (17,400,000)
Volume										84,900.0				26,800.0	35,500.0				35,500.0	184.0
Collar Floor Price											3.60	4.37	4.13					3.86
Collar Ceiling Price											4.22	4.80	4.51			4.36	4.43	4.40
Swaps Weighted Average														4.05					4.12	97.00

[1] Net of income taxes of $(8,592) and $7,742 for the three months ended September 30, 2014 and 2013, respectively, and $(45,951) and $14,504 for the nine months ended September 30, 2014 and 2013, respectively.

[2] The Company ceased hedge accounting effective April 1, 2014. For the three and nine months ended September 30, 2014, a loss of approximately $21.6 million and $44.5 million, respectively, were reclassified into income. These amounts were previously frozen in accumulated other comprehensive income (loss).

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Accumulated Other Comprehensive Income (Loss) (Details) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2014 Net Gain (Loss) on Cash Flow Hedges	Sep. 30, 2014 Postretirement Benefits	Dec. 31, 2013 Postretirement Benefits
Changes in accumulated other comprehensive income (loss) by component, net of tax
Balance at December 31, 2013	$ (8,361)	$ (6,551)	$ (1,810)	$ (1,810)
Other comprehensive income before reclassifications	(80,175)	(80,175)
Amounts reclassified from accumulated other comprehensive income	69,337	69,337
Net current-period other comprehensive income	(10,838)	(10,838)
Balance at September 30, 2014	$ (19,199)	$ (17,389)	$ (1,810)	$ (1,810)

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CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Current assets
Cash and cash equivalents	$ 309,987	$ 23,400
Restricted cash	0	28,094
Accounts receivable, net	191,270	222,476
Inventories	13,731	17,468
Deferred income taxes	53,725	81,855
Other current assets	19,233	5,606
Total current assets	587,946	378,899
Properties and equipment, net (Successful efforts method)	5,130,213	4,546,227
Equity method investments	57,495	26,892
Other assets	31,610	29,062
TOTAL ASSETS	5,807,264	4,981,080
Current liabilities
Accounts payable	379,787	288,801
Accrued liabilities	44,843	87,513
Income taxes payable	8,161	31,591
Total current liabilities	432,791	407,905
Postretirement benefits	35,936	33,554
Long-term debt	1,612,000	1,147,000
Deferred income taxes	1,208,036	1,067,912
Asset retirement obligation	114,241	73,853
Other liabilities	37,789	46,254
Total liabilities	3,440,793	2,776,478
Commitments and contingencies
Stockholders’ equity
Common stock: Authorized -- 960,000,000 and 480,000,000 shares of $0.10 par value in 2014 and 2013, respectively Issued--422,912,560 and 422,014,681 shares in 2014 and 2013, respectively	42,291	42,201
Additional paid-in capital	713,087	710,940
Retained earnings	1,929,026	1,627,805
Accumulated other comprehensive income (loss)	(19,199)	(8,361)
Less treasury stock, at cost: 9,638,980 and 5,618,166 shares in 2014 and 2013, respectively	(298,734)	(167,983)
Total stockholders’ equity	2,366,471	2,204,602
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 5,807,264	$ 4,981,080

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Fair Value Measurements (Details 2) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
Reconciliation of changes in the fair value of financial assets and liabilities classified as Level 3 in the fair value hierarchy
Balance at beginning of period	$ (3,910)	$ 41,159
Total gains (losses) (realized or unrealized):
Realized and unrealized gains (losses) included in earnings	(33,804)	33,822
Included in other comprehensive income	(21,068)	24,287
Settlements	74,271	(33,822)
Transfers in and/or out of level 3	0	0
Balance at end of period	15,489	65,446
Change in unrealized gains (losses) relating to assets and liabilities still held at the end of the period	$ 40,467	$ 0

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CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited) (Parenthetical) (USD $) In Thousands, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
Statement of Comprehensive Income [Abstract]
Reclassification adjustment for settled cash flow hedge contracts, income taxes	$ (8,592)	$ 7,742	$ (45,951)	$ 14,504
Changes in fair value of cash flow hedge contracts, income taxes		937	53,135	(20,366)
Pension and postretirement benefits:
Amortization of net loss, income taxes		$ (46)		$ (206)

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Equity Method Investments (Details) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Feb. 28, 2014
Equity Method Investment
Contributions made to equity method investments	$ 28.8
Ownership interest (as a percent)		20.00%
Amount of investment, new pipeline		149
Minimum
Equity Method Investment
Number of years of investment expected, new pipeline to occur	3 years
Maximum
Equity Method Investment
Number of years of investment expected, new pipeline to occur	4 years
Central Pipeline
Equity Method Investment
Length of pipeline to be constructed (in miles)	177
Central Pipeline | Transco
Equity Method Investment
Proportionate ownership interest, new pipeline (as a percent)		61.00%
Constitution Pipeline Company, LLC [Member]
Equity Method Investment
Contributions made to equity method investments	26.6
Meade Pipeline Co LLC
Equity Method Investment
Contributions made to equity method investments	$ 2.2
Meade Pipeline Co LLC | Central Pipeline
Equity Method Investment
Proportionate ownership interest, new pipeline (as a percent)		39.00%

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Financial Statement Presentation (Policies)

9 Months Ended

Sep. 30, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In April 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2014-08, Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The guidance applies prospectively to new disposals and new classifications of disposal groups as held for sale after the effective date. The guidance is effective for interim and annual periods beginning on or after December 15, 2014. The Company does not expect the adoption of this guidance to have a material impact on its financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers, as a new Topic, Accounting Standards Codification Topic 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The core principle of the guidance is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This ASU is effective beginning in fiscal year 2017 and can be adopted either retrospectively or as a cumulative-effect adjustment as of the date of adoption. The Company is currently evaluating the effect that adopting this guidance will have on its financial position, results of operations or cash flows.

In August 2014, the FASB issued ASU No. 2014-15, Presentation of Financial Statements - Going Concern, as a new Sub-topic, Accounting Standards Codification Sub-topic 205.40. The new going concern standard codifies in generally accepted accounting principles (GAAP) management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability to continue as a going concern and to provide related footnote disclosures. This ASU is effective for interim and annual periods beginning on or after December 15, 2016 and early adoption is permitted. The Company does not expect the adoption of this guidance to have a material impact on its financial position or results of operations.

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Debt and Credit Agreements (Details) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Debt
Long-term debt	$ 1,612,000	$ 1,147,000
7.33% weighted-average fixed rate notes
Debt
Long-term debt	20,000	20,000
6.51% weighted-average fixed rate notes
Debt
Long-term debt	425,000	425,000
9.78% notes
Debt
Long-term debt	67,000	67,000
5.58% weighted-average fixed rate notes
Debt
Long-term debt	175,000	175,000
3.65% weighted-average fixed rate notes
Debt
Long-term debt	925,000	0
Revolving credit facility
Debt
Long-term debt	$ 0	$ 460,000

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Debt and Credit Agreements (Tables)

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Debt and credit agreement components

The Company’s debt and credit agreements consisted of the following:

(In thousands)	September 30, 2014		December 31, 2013
Long-Term Debt
7.33% weighted-average fixed rate notes	$	20,000	$	20,000
6.51% weighted-average fixed rate notes	425,000		425,000
9.78% notes	67,000		67,000
5.58% weighted-average fixed rate notes	175,000		175,000
3.65% weighted-average fixed rate notes	925,000		—
Revolving credit facility	—		460,000
	$	1,612,000	$	1,147,000

Bullet maturities of senior debt

The notes have bullet maturities and were issued in three separate tranches as follows:

	Principal	Term	Maturity Date	Coupon
Tranche 1	$100,000,000	7 years	September 2021	3.24	%
Tranche 2	$575,000,000	10 years	September 2024	3.67	%
Tranche 3	$250,000,000	12 years	September 2026	3.77	%

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited) (USD $) In Thousands, unless otherwise specified	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$ 326,239	$ 201,827
Adjustments to reconcile net income to cash provided by operating activities:
Depreciation, depletion and amortization	458,995	469,022
Deferred income tax expense	181,439	107,235
(Gain) loss on sale of assets	2,735	(4,601)
Exploration expense	6,454	807
Unrealized (gain) loss on derivative instruments	(44,766)	0
Amortization of debt issuance costs	3,378	2,767
Stock-based compensation and other	13,304	36,684
Changes in assets and liabilities:
Accounts receivable, net	30,418	(6,321)
Income taxes	(23,430)	(3,639)
Inventories	3,737	(6,665)
Other current assets	(147)	(1,547)
Accounts payable and accrued liabilities	(9,712)	(19,837)
Other assets and liabilities	607	228
Stock-based compensation tax benefit	(6,001)	(9,284)
Net cash provided by operating activities	943,250	766,676
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures	(964,741)	(843,400)
Acquisitions	(15,826)	(128)
Proceeds from sale of assets	3,913	15,174
Restricted cash	28,094	0
Investment in equity method investments	(28,784)	(8,624)
Net cash used in investing activities	(977,344)	(836,978)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from debt	1,802,000	585,000
Repayments of debt	(1,337,000)	(510,000)
Treasury stock repurchases	(119,767)	0
Dividends paid	(25,018)	(16,830)
Stock-based compensation tax benefit	6,001	9,284
Capitalized debt issuance costs	(5,626)	0
Other	91	44
Net cash provided by financing activities	320,681	67,498
Net increase (decrease) in cash and cash equivalents	286,587	(2,804)
Cash and cash equivalents, beginning of period	23,400	30,736
Cash and cash equivalents, end of period	$ 309,987	$ 27,932

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CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited) (Parenthetical) (USD $)	Sep. 30, 2014	Dec. 31, 2013
Statement of Financial Position [Abstract]
Common stock, authorized shares	960,000,000	480,000,000
Common stock, par value (in dollars per share)	$ 0.10	$ 0.10
Common stock, Issued shares	422,912,560	422,014,681
Treasury stock, shares	9,638,980.00000	5,618,166.000000

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Stock-based Compensation

9 Months Ended

Sep. 30, 2014

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-based Compensation

Stock-based Compensation

General

Stock-based compensation expense during the first nine months of 2014 and 2013 was $15.1 million and $41.0 million, respectively, and is included in general and administrative expense in the Condensed Consolidated Statement of Operations. Stock-based compensation expense in the third quarter of 2014 and 2013 was $5.7 million and $12.2 million, respectively.

During the first nine months of 2014 and 2013, the Company realized a $6.0 million and $9.3 million tax benefit, respectively, related to the federal tax deduction in excess of book compensation cost for employee stock-based compensation. The Company is able to recognize this tax benefit only to the extent it reduces the Company’s income taxes payable.

Refer to Note 13 of the Notes to the Consolidated Financial Statements in the Form 10-K for further description of the various types of stock-based compensation awards and the applicable award terms.

Restricted Stock Awards

During the first nine months of 2014, 46,000 restricted stock awards were granted to employees with a weighted-average grant date per share value of $34.96. The fair value of restricted stock grants is based on the average of the high and low stock price on the grant date. The Company used an annual forfeiture rate assumption of 5.0% for purposes of recognizing stock-based compensation expense for restricted stock awards.

Restricted Stock Units

During the first nine months of 2014, 35,870 restricted stock units were granted to non-employee directors of the Company with a weighted-average grant date per unit value of $38.73. The fair value of these units is measured based on the average of the high and low stock price on grant date and compensation expense is recorded immediately. These units immediately vest and are issued when the director ceases to be a director of the Company.

Performance Share Awards

The performance period for the awards granted in 2014 commenced on January 1, 2014 and ends on December 31, 2016.  The Company used an annual forfeiture rate assumption ranging from 0% to 5% for purposes of recognizing stock-based compensation expense for its performance share awards.

Performance Share Awards Based on Internal Performance Metrics

The fair value of performance award grants based on internal performance metrics is based on the average of the high and low stock price on the grant date and represents the right to receive up to 100% of the award in shares of common stock.

Employee Performance Share Awards. During the first nine months of 2014, 241,130 Employee Performance Share Awards were granted at a grant date per share value of $39.43. The performance metrics are set by the Company’s Compensation Committee and are based on the Company’s average production, average finding costs and average reserve replacement over a three-year performance period. Based on the Company’s probability assessment at September 30, 2014, it is considered probable that the criteria for these awards will be met.

Hybrid Performance Share Awards. During the first nine months of 2014, 123,257 Hybrid Performance Share Awards were granted at a grant date per share value of $39.43. The 2014 awards vest 25% on each of the first and second anniversary dates and 50% on the third anniversary, provided that the Company has $100 million or more of operating cash flow for the year preceding the vesting date, as set by the Company’s Compensation Committee. If the Company does not meet the performance metric for the applicable period, then the portion of the performance shares that would have been issued on that anniversary date will be forfeited. Based on the Company’s probability assessment at September 30, 2014, it is considered probable that the criteria for these awards will be met.

Performance Share Awards Based on Market Conditions

These awards have both an equity and liability component, with the right to receive up to the first 100% of the award in shares of common stock and the right to receive up to an additional 100% of the value of the award in excess of the equity component in cash. The Company calculates the fair value of these awards using a Monte Carlo simulation model. The equity component of these awards is valued on the grant date and is not marked to market, while the liability component of the awards is valued as of the end of each reporting period on a mark-to-market basis.

TSR Performance Share Awards.  During the first nine months of 2014, 184,885 TSR Performance Share Awards were granted and are earned, or not earned, based on the comparative performance of the Company’s common stock measured against fourteen other companies in the Company’s peer group over a three-year performance period.

The following assumptions were used to determine the grant date fair value of the equity component (February 20, 2014) and the period-end fair value of the liability component of the TSR Performance Share Awards:

	Grant Date			September 30, 2014
Fair value per performance share award	$	32.04		$7.19 - $25.22
Assumptions:
Stock price volatility	41.3		%	27.5% - 120.4%
Risk free rate of return	0.7		%	0.02% - 0.7%
Expected dividend yield	0.2		%	0.2	%

Supplemental Employee Incentive Plan

The Company recognized stock-based compensation expense of $0.2 million and $4.1 million for the three months ended September 30, 2014 and 2013, respectively, and $3.3 million and $9.2 million for the nine months ended September 30, 2014 and 2013, respectively, related to the Company’s Supplemental Employee Incentive Plans, which is included in general and administrative expense in the Condensed Consolidated Statement of Operations. In August 2014, the Company paid $13.0 million associated with amounts that were previously deferred in accordance with the Company’s Supplemental Employee Incentive Plan III. Refer to Note 13 of the Notes to the Consolidated Financial Statements in the Form 10-K for additional information on the provisions of the Plan.

The following assumptions were used to determine the period-end fair value of the Supplemental Employee Incentive Plan IV liability using a Monte Carlo model:

	September 30, 2014
Stock price volatility	33.9	%
Risk free rate of return	1.0	%
Annual salary increase rate	4.0	%
Annual turnover rate	4.6	%

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Document and Entity Information	9 Months Ended
	Sep. 30, 2014	Oct. 20, 2014
Document and Entity Information
Entity Registrant Name	CABOT OIL & GAS CORP
Entity Central Index Key	0000858470
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Sep. 30, 2014
Document Fiscal Year Focus	2014
Document Fiscal Period Focus	Q3
Amendment Flag	false
Entity Common Stock, Shares Outstanding		413,019,880
Entity Current Reporting Status	Yes

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Earnings per Common Share

9 Months Ended

Sep. 30, 2014

Earnings Per Share [Abstract]

Earnings per Common Share

Earnings per Common Share

Basic EPS is computed by dividing net income by the weighted-average number of common shares outstanding for the period. Diluted EPS is similarly calculated except that the common shares outstanding for the period is increased using the treasury stock method to reflect the potential dilution that could occur if outstanding stock appreciation rights were exercised and stock awards were vested at the end of the applicable period.

	Three Months Ended   September 30,		Nine Months Ended   September 30,
(In thousands)	2014	2013	2014	2013
Weighted-average shares - basic	416,173	420,986	416,785	420,664
Dilution effect of stock appreciation rights and stock awards at end of period	1,920	2,467	1,683	2,160
Weighted-average shares - diluted	418,093	423,453	418,468	422,824
Weighted-average stock awards and shares excluded from diluted earnings per share due to the anti-dilutive effect	—	1	461	3

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CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013
OPERATING REVENUES
Natural gas	$ 347,970	$ 341,901	$ 1,218,540	$ 1,004,085
Crude oil and condensate	82,563	84,209	228,047	220,090
Gain (loss) on derivative instruments	71,906	0	69,577	0
Brokered natural gas	6,501	7,165	27,794	26,302
Other	3,077	2,575	11,049	8,338
TOTAL OPERATING REVENUES	512,017	435,850	1,555,007	1,258,815
OPERATING EXPENSES
Direct operations	37,802	32,923	109,241	101,398
Transportation and gathering	85,966	60,803	247,707	159,672
Brokered natural gas	5,680	5,913	24,570	21,006
Taxes other than income	10,933	11,532	36,794	34,583
Exploration	8,812	3,891	19,963	12,444
Depreciation, depletion and amortization	154,013	168,980	458,995	469,022
General and administrative	19,579	24,697	61,342	82,009
TOTAL OPERATING EXPENSES	322,785	308,739	958,612	880,134
Earnings (loss) on equity method investments	1,063	278	1,819	614
Gain (loss) on sale of assets	46	4,421	(2,735)	4,601
INCOME FROM OPERATIONS	190,341	131,810	595,479	383,896
Interest expense	17,422	16,074	50,312	49,366
Income before income taxes	172,919	115,736	545,167	334,530
Income tax expense	72,131	45,847	218,928	132,703
NET INCOME	$ 100,788	$ 69,889	$ 326,239	$ 201,827
Earnings per share
Basic (in dollars per share)	$ 0.24	$ 0.17	$ 0.78	$ 0.48
Diluted (in dollars per share)	$ 0.24	$ 0.17	$ 0.78	$ 0.48
Weighted-average common shares outstanding
Basic (in shares)	416,173	420,986	416,785	420,664
Diluted (in shares)	418,093	423,453	418,468	422,824
Dividends per common share (in dollars per share)	$ 0.02	$ 0.02	$ 0.06	$ 0.04

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Derivative Instruments and Hedging Activities

9 Months Ended

Sep. 30, 2014

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities

Derivative Instruments and Hedging Activities

The Company periodically enters into commodity derivatives to manage its exposure to price fluctuations on natural gas and crude oil production. The Company’s credit agreement restricts the ability of the Company to enter into commodity derivatives other than to hedge or mitigate risks to which the Company has actual or projected exposure or as permitted under the Company’s risk management policies and where such derivatives do not subject the Company to material speculative risks. All of the Company’s derivatives are used for risk management purposes and are not held for trading purposes.

Through March 31, 2014, the Company elected to designate its commodity derivatives as cash flow hedges for accounting purposes. Effective April 1, 2014, the Company elected to discontinue hedge accounting for its commodity derivatives on a prospective basis. Accordingly, the change in the fair value of derivatives designated as hedges that are effective is recorded to accumulated other comprehensive income (loss) in stockholders’ equity in the Condensed Consolidated Balance Sheet. The ineffective portion of the change in the fair value of derivatives designated as hedges and the change in fair value of realized cash settlements of derivatives not designated as hedges are recorded as a component of operating revenues in gain (loss) on derivative instruments in the Condensed Consolidated Statement of Operations.

As a result of discontinuing hedge accounting, the unrealized loss included in accumulated other comprehensive income (loss) as of April 1, 2014 of $73.4 million ($44.2 million net of tax) was frozen and will be reclassified into natural gas and crude oil and condensate revenues in the Condensed Consolidated Statement of Operations in future periods as the underlying hedge transactions occur. Through September 30, 2014, the Company has reclassified after-tax losses of $26.8 million that were previously frozen in accumulated other comprehensive income (loss) to natural gas and crude oil and condensate revenues in the Condensed Consolidated Statement of Operations. As of September 30, 2014, the Company expects to reclassify $17.4 million in after-tax losses associated with its commodity derivatives from accumulated other comprehensive income (loss) to natural gas and crude oil and condensate revenues in the Condensed Consolidated Statement of Operations over the next three months.

As of September 30, 2014, the Company had the following outstanding commodity derivatives:

				Collars						Swaps
				Floor			Ceiling
Type of Contract	Volume		Contract Period	Range	Weighted-Average		Range	Weighted- Average		Weighted- Average
Natural gas	84.9	Bcf	Oct. 2014 - Dec. 2014	$3.60-$4.37	$	4.13	$4.22-$4.80	$	4.51
Natural gas	26.8	Bcf	Oct. 2014 - Dec. 2014							$	4.05
Natural gas	35.5	Bcf	Jan. 2015 - Dec. 2015	—	$	3.86	$4.36-$4.43	$	4.40
Natural gas	35.5	Bcf	Jan. 2015 - Dec. 2015							$	4.12
Crude oil	184.0	Mbbl	Oct. 2014 - Dec. 2014							$	97.00

Natural gas prices are stated per Mcf and crude oil prices are stated per barrel.

Effect of Derivative Instruments on the Condensed Consolidated Balance Sheet

		Fair Values of Derivative Instruments
		Derivative Assets				Derivative Liabilities
(In thousands)	Balance Sheet Location	September 30, 2014		December 31, 2013		September 30, 2014		December 31, 2013
Derivatives Designated as Hedges
Commodity contracts	Other current assets	$	—	$	3,019	$	—	$	—
Commodity contracts	Accrued liabilities	—		—		—		13,912
Derivatives Not Designated as Hedges
Commodity contracts	Other current assets	16,503		—		—		—
Commodity contracts	Accrued liabilities	—		—		102		—
Commodity contracts	Other liabilities	—		—		549		—
		$	16,503	$	3,019	$	651	$	13,912

Offsetting of Derivative Assets and Liabilities in the Condensed Consolidated Balance Sheet

(In thousands)	September 30, 2014			December 31, 2013
Derivative Assets
Gross amounts of recognized assets	$	19,445		$	13,792
Gross amounts offset in the statement of financial position	(2,942		)	(10,773		)
Net amounts of assets presented in the statement of financial position	16,503			3,019
Gross amounts of financial instruments not offset in the statement of financial position	238			373
Net amount	$	16,741		$	3,392
Derivative Liabilities
Gross amounts of recognized liabilities	$	3,593		$	24,685
Gross amounts offset in the statement of financial position	(2,942		)	(10,773		)
Net amounts of liabilities presented in the statement of financial position	651			13,912
Gross amounts of financial instruments not offset in the statement of financial position	—			—
Net amount	$	651		$	13,912

Effect of Derivative Instruments on Accumulated Other Comprehensive Income (Loss)

The amount of gain (loss) recognized in accumulated other comprehensive income (loss) on derivatives (effective portion) is as follows:

	Three Months Ended   September 30,					Nine Months Ended   September 30,
(In thousands)	2014		2013			2014			2013
Commodity contracts	$	—	$	(2,384	)	$	(133,310	)	$	51,783

The amount of gain (loss) reclassified from accumulated other comprehensive income (loss) into income (effective portion) is as follows:

	Three Months Ended   September 30,						Nine Months Ended   September 30,
(In thousands)	2014 (1)			2013			2014(1)			2013
Natural gas revenues	$	(21,427	)	$	20,766		$	(114,304	)	$	33,822
Crude oil and condensate revenues	(130		)	(1,082		)	(984		)	3,054
	$	(21,557	)	$	19,684		$	(115,288	)	$	36,876

(1) The Company ceased hedge accounting effective April 1, 2014. For the three and nine months ended September 30, 2014, a loss of approximately $21.6 million and $44.5 million, respectively, were reclassified into income. These amounts were previously frozen in accumulated other comprehensive income (loss).

Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations

The amount of gain (loss) recognized in the Condensed Consolidated Statement of Operations on derivative instruments is as follows:

	Three Months Ended   September 30,						Nine Months Ended   September 30,
(In thousands)	2014			2013			2014			2013
Derivatives Designated as Hedges
Realized
Natural gas	$	—		$	20,766		$	(70,557	)	$	33,822
Crude oil and condensate	—			(1,082		)	(218		)	3,054
	$	—		$	19,684		$	(70,775	)	$	36,876
Derivatives Not Designated as Hedges
Realized
Natural gas	$	(21,427	)	$	—		$	(43,747	)	$	—
Crude oil and condensate	(130		)	—			(766		)	—
Gain (loss) on derivative instruments	40,073			—			24,811			—
Unrealized
Gain (loss) on derivative instruments	31,833			—			44,766			—
	$	50,349		$	—		$	25,064		$	—
	$	50,349		$	19,684		$	(45,711	)	$	36,876

For the three and nine months ended September 30, 2014 and 2013, respectively, there was no ineffectiveness recorded in the Condensed Consolidated Statement of Operations related to derivative instruments designated as hedges.

Additional Disclosures about Derivative Instruments and Hedging Activities

The use of derivative instruments involves the risk that the counterparties will be unable to meet their obligations under the agreements. The Company enters into derivative contracts with multiple counterparties in order to limit its exposure to individual counterparties. The Company also has netting arrangements with each of its counterparties that allow it to offset assets and liabilities from separate derivative contracts with that counterparty.

Certain counterparties to the Company’s derivative instruments are also lenders under its revolving credit facility. The Company’s revolving credit facility and derivative instruments contain certain cross default and acceleration provisions that may require immediate payment of its derivative liabilities in certain situations.

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Debt and Credit Agreements

9 Months Ended

Sep. 30, 2014

Debt Disclosure [Abstract]

Debt and Credit Agreements

Debt and Credit Agreements

The Company’s debt and credit agreements consisted of the following:

(In thousands)	September 30, 2014		December 31, 2013
Long-Term Debt
7.33% weighted-average fixed rate notes	$	20,000	$	20,000
6.51% weighted-average fixed rate notes	425,000		425,000
9.78% notes	67,000		67,000
5.58% weighted-average fixed rate notes	175,000		175,000
3.65% weighted-average fixed rate notes	925,000		—
Revolving credit facility	—		460,000
	$	1,612,000	$	1,147,000

Effective April 15, 2014, the lenders under the Company’s revolving credit facility approved an increase in the Company’s borrowing base from $2.3 billion to $3.1 billion as part of the annual redetermination under the terms of the revolving credit facility agreement. The commitments under the revolving credit facility remain unchanged at $1.4 billion. At September 30, 2014, the Company had no borrowings outstanding under its revolving credit facility and had $1.4 billion available for future borrowings. The Company’s weighted-average effective interest rate for the three months ended September 30, 2014 and 2013 was approximately 2.2% and for the nine months ended September 30, 2014 and 2013 was approximately 2.2% and 2.3%, respectively.

The Company was in compliance with all restrictive financial covenants for both the revolving credit facility and fixed rate notes as of September 30, 2014.

3.65% Weighted-Average Fixed Rate Notes

In September 2014, the Company issued $925 million principal amount of senior unsecured fixed-rate notes to a group of 24 investors in a private placement. The notes have bullet maturities and were issued in three separate tranches as follows:

	Principal	Term	Maturity Date	Coupon
Tranche 1	$100,000,000	7 years	September 2021	3.24	%
Tranche 2	$575,000,000	10 years	September 2024	3.67	%
Tranche 3	$250,000,000	12 years	September 2026	3.77	%

Interest on each series of the 3.65% weighted‑average fixed rate notes is payable semi‑annually. The Company may prepay all or any portion of the notes of each series on any date at a price equal to the principal amount thereof plus accrued and unpaid interest plus a make‑whole premium. The notes contain restrictions on the merger of the Company or any subsidiary with a third party other than under certain limited conditions. There are also various other restrictive covenants customarily found in such debt instruments. Those covenants include a required asset coverage ratio (present value of proved reserves to debt and other liabilities) of at least 1.75 to 1.0 and a minimum annual coverage ratio of operating cash flow to interest expense for the trailing four quarters of 2.8 to 1.0. The notes are also subject to customary events of default.

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Properties and Equipment, Net (Tables)

9 Months Ended

Sep. 30, 2014

Property, Plant and Equipment [Abstract]

Schedule of properties and equipment, net

Properties and equipment, net are comprised of the following:

(In thousands)	September 30, 2014			December 31, 2013
Proved oil and gas properties	$	7,405,851		$	6,362,570
Unproved oil and gas properties	354,882			375,428
Gathering and pipeline systems	240,705			239,958
Land, buildings and other equipment	105,143			94,243
	8,106,581			7,072,199
Accumulated depreciation, depletion and amortization	(2,976,368		)	(2,525,972		)
	$	5,130,213		$	4,546,227

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Accumulated Other Comprehensive Income (Loss)

9 Months Ended

Sep. 30, 2014

Equity [Abstract]

Accumulated Other Comprehensive Income (Loss)

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component, net of tax, were as follows:

(In thousands)	Net Gain (Loss) on Cash Flow Hedges			Postretirement Benefits			Total
Balance at December 31, 2013	$	(6,551	)	$	(1,810	)	$	(8,361	)
Other comprehensive income before reclassifications	(80,175		)	—			(80,175		)
Amounts reclassified from accumulated other comprehensive income	69,337			—			69,337
Net current-period other comprehensive income	(10,838		)	—			(10,838		)
Balance at September 30, 2014	$	(17,389	)	$	(1,810	)	$	(19,199	)

Amounts reclassified from accumulated other comprehensive income (loss) into the Condensed Consolidated Statement of Operations were as follows:

	Three Months Ended   September 30,						Nine Months Ended   September 30,						Affected Line Item in the Condensed
(In thousands)	2014			2013			2014			2013			Consolidated Statement of Operations
Net gain (loss) on cash flow hedges
Commodity contracts	$	(21,427	)	$	20,766		$	(114,304	)	$	33,822		Natural gas revenues
Commodity contracts	(130		)	(1,082		)	(984		)	3,054			Crude oil and condensate revenues
Postretirement benefits
Amortization of net loss	—			(116		)	—			(525		)	General and administrative expense
	(21,557		)	19,568			(115,288		)	36,351			Total before tax
	8,592			(7,696		)	45,951			(14,298		)	Tax benefit (expense)
Total reclassifications for the period	$	(12,965	)	$	11,872		$	(69,337	)	$	22,053		Net of tax

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and Contingencies

Contractual Obligations

The Company has various contractual obligations in the normal course of its operations. Except for certain new and amended transportation agreements described below, there have been no material changes to the Company’s contractual obligations described under “Transportation and Gathering Agreements”, “Drilling Rig Commitments” and “Lease Commitments” as disclosed in Note 9 in the Notes to Consolidated Financial Statements included in the Form 10-K.

Transportation and Gathering Agreements

During the first nine months of 2014, the Company entered into or amended certain natural gas transportation agreements associated with the Company’s production in Pennsylvania. These agreements increased the Company’s future aggregate obligations under its transportation commitments by approximately $230.5 million over the next 13 years compared to those amounts disclosed in Note 9 in the Notes to Consolidated Financial Statements included in the Form 10-K.

Legal Matters

The Company is a defendant in various legal proceedings arising in the normal course of business. All known liabilities are accrued when management determines they are probable based on its best estimate of the potential loss. While the outcome and impact of these legal proceedings on the Company cannot be predicted with certainty, management believes that the resolution of these proceedings will not have a material effect on the Company’s financial position, results of operations or cash flows.

Contingency Reserves

When deemed necessary, the Company establishes reserves for certain legal proceedings. The establishment of a reserve is based on an estimation process that includes the advice of legal counsel and subjective judgment of management. While management believes these reserves to be adequate, it is reasonably possible that the Company could incur additional losses with respect to those matters in which reserves have been established. The Company believes that any such amount above the amounts accrued is not material to the Condensed Consolidated Financial Statements. Future changes in facts and circumstances not currently foreseeable could result in the actual liability exceeding the estimated ranges of loss and amounts accrued.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2014

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

The Company follows the authoritative guidance for measuring fair value of assets and liabilities in its financial statements. For further information regarding the fair value hierarchy, refer to Note 7 of the Notes to the Consolidated Financial Statements in the Form 10-K.

Non-Financial Assets and Liabilities

The Company discloses or recognizes its non-financial assets and liabilities, such as impairments of oil and gas properties and other assets, at fair value on a nonrecurring basis. As none of the Company’s non-financial assets and liabilities were impaired as of September 30, 2014 and 2013 and no other assets or liabilities were required to be recognized at fair value on a non-recurring basis, additional disclosures were not provided.

The estimated fair value of the Company’s asset retirement obligation at inception is determined by utilizing the income approach by applying a credit-adjusted risk-free rate, which takes into account the Company’s credit risk, the time value of money, and the current economic state, to the undiscounted expected abandonment cash flows. Given the unobservable nature of the inputs, the measurement of the asset retirement obligation was classified as Level 3 in the fair value hierarchy.

Financial Assets and Liabilities

The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis:

(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		September 30, 2014
Assets
Deferred compensation plan	$	12,815	$	—	$	—	$	12,815
Derivative contracts	—		1,578		17,867		19,445
Total assets	$	12,815	$	1,578	$	17,867	$	32,260
Liabilities
Deferred compensation plan	$	30,277	$	—	$	—	$	30,277
Derivative contracts	—		1,216		2,377		3,593
Total liabilities	$	30,277	$	1,216	$	2,377	$	33,870

(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2013
Assets
Deferred compensation plan	$	12,507	$	—	$	—	$	12,507
Derivative contracts	—		—		13,792		13,792
Total assets	$	12,507	$	—	$	13,792	$	26,299
Liabilities
Deferred compensation plan	$	33,211	$	—	$	—	$	33,211
Derivative contracts	—		6,983		17,702		24,685
Total liabilities	$	33,211	$	6,983	$	17,702	$	57,896

The Company’s investments associated with its deferred compensation plan consist of mutual funds and deferred shares of the Company’s common stock that are publicly traded and for which market prices are readily available.

The derivative instruments were measured based on quotes from the Company’s counterparties. Such quotes have been derived using an income approach that considers various inputs including current market and contractual prices for the underlying instruments, quoted forward prices for natural gas and crude oil, basis differentials, volatility factors and interest rates, such as a LIBOR curve for a similar length of time as the derivative contract term as applicable. Estimates are verified using relevant NYMEX futures contracts and/or are compared to multiple quotes obtained from counterparties for reasonableness. The determination of the fair values presented above also incorporates a credit adjustment for non-performance risk. The Company measured the non-performance risk of its counterparties by reviewing credit default swap spreads for the various financial institutions with which it has derivative transactions, while non-performance risk of the Company is evaluated using a market credit spread provided by the Company’s bank.

The most significant unobservable inputs relative to the Company’s Level 3 derivative contracts are basis differentials and volatility factors. An increase (decrease) in these unobservable inputs would result in an increase (decrease) in fair value, respectively. The Company does not have access to the specific assumptions used in its counterparties’ valuation models. Consequently, additional disclosures regarding significant Level 3 unobservable inputs were not provided.

The following table sets forth a reconciliation of changes in the fair value of net financial assets (liabilities) classified as Level 3 in the fair value hierarchy:

	Nine Months Ended   September 30,
(In thousands)	2014			2013
Balance at beginning of period	$	(3,910	)	$	41,159
Total gains (losses) (realized or unrealized):
Realized and unrealized gains (losses) included in earnings	(33,804		)	33,822
Included in other comprehensive income	(21,068		)	24,287
Settlements	74,271			(33,822		)
Transfers in and/or out of level 3	—			—
Balance at end of period	$	15,489		$	65,446
Change in unrealized gains (losses) relating to assets and liabilities still held at the end of the period	$	40,467		$	—

There were no transfers between Level 1 and Level 2 measurements for the three and nine months ended September 30, 2014 and 2013.

Fair Value of Other Financial Instruments

The estimated fair value of financial instruments is the amount at which the instrument could be exchanged currently between willing parties. The carrying amounts reported in the Condensed Consolidated Balance Sheet for cash and cash equivalents, accounts receivable and accounts payable approximate fair value due to the short-term maturities of these instruments.

The Company uses available market data and valuation methodologies to estimate the fair value of debt. The fair value of long-term debt is the estimated amount the Company would have to pay a third party to assume the debt, including a credit spread for the difference between the issue rate and the period end market rate. The credit spread is the Company’s default or repayment risk. The credit spread (premium or discount) is determined by comparing the Company’s fixed-rate notes and revolving credit facility to new issuances (secured and unsecured) and secondary trades of similar size and credit statistics for both public and private debt. The fair value of all fixed-rate notes and the revolving credit facility is based on interest rates currently available to the Company. The Company’s long-term debt is valued using an income approach and classified as Level 3 in the fair value hierarchy due to the unobservable nature of the inputs.

The carrying amounts and fair values of long-term debt are as follows:

	September 30, 2014				December 31, 2013
(In thousands)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Long-term debt	$	1,612,000	$	1,697,654	$	1,147,000	$	1,224,273

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Asset Retirement Obligation

9 Months Ended

Sep. 30, 2014

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation

Asset Retirement Obligation

Activity related to the Company’s asset retirement obligation is as follows:

(In thousands)	Nine Months Ended   September 30, 2014
Balance at beginning of period	$	75,853
Liabilities incurred	4,360
Liabilities settled	(411		)
Liabilities divested	(899		)
Change in estimate	33,810
Accretion expense	3,528
Balance at end of period	$	116,241

The change in estimate during 2014 is attributable to an increase in costs of materials and services. The increase in cost of materials and services is primarily due to more rigorous plugging and abandonment techniques associated with the Company's horizontal wells in certain areas of its operations and the lack of availability of service providers in areas with minimal activity.

As of both September 30, 2014 and December 31, 2013, approximately $2.0 million is included in accrued liabilities in the Condensed Consolidated Balance Sheet, which represents the current portion of the Company’s asset retirement obligation.

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Postretirement Benefits

9 Months Ended

Sep. 30, 2014

Compensation and Retirement Disclosure [Abstract]

Postretirement Benefits

Postretirement Benefits

The components of net periodic benefit costs, included in general and administrative expense in the Condensed Consolidated Statement of Operations, were as follows:

	Three Months Ended   September 30,				Nine Months Ended   September 30,
(In thousands)	2014		2013		2014		2013
Service cost	$	456	$	455	$	1,368	$	1,285
Interest cost	407		355		1,221		1,145
Amortization of net loss	—		116		—		525
	$	863	$	926	$	2,589	$	2,955

The guidance for retirement benefits provides that the net actuarial loss is not amortized if it is less than 10% of the postretirement obligation. Accordingly, the Company does not expect to amortize its net actuarial loss from accumulated other comprehensive income (loss) during 2014.

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Properties and Equipment, Net (Details 2) (USD $)	9 Months Ended				1 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Dec. 31, 2013	Sep. 30, 2014 Undeveloped oil and gas properties	Oct. 31, 2014 Subsequent event Undeveloped oil and gas properties	Oct. 31, 2014 Eagle Ford Shale in South Texas Subsequent event Proved and Unproved oil and gas properties
Property, Plant and Equipment [Line Items]
Minimum term of capitalization of exploratory well costs	1 year
Acquisition cost of proved and unproved oil and gas properties						$ 210,000,000
Total cash consideration paid for proved and unproved oil and gas properties as of closing date						186,200,000
Sale of undeveloped oil and gas properties	3,913,000	15,174,000			44,300,000
Total cash consideration received from sale of undeveloped oil and gas properties as of closing date					39,900,000
Net book value of assets held for sale	$ 5,130,213,000		$ 4,546,227,000	$ 21,500,000

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Stock-based Compensation (Details) (USD $) In Millions, except Share data, unless otherwise specified	3 Months Ended		9 Months Ended		3 Months Ended		9 Months Ended		1 Months Ended	9 Months Ended							3 Months Ended		9 Months Ended	0 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014	Sep. 30, 2013	Sep. 30, 2014 Supplemental Employee Incentive Plan IV	Sep. 30, 2013 Supplemental Employee Incentive Plan IV	Sep. 30, 2014 Supplemental Employee Incentive Plan IV	Sep. 30, 2013 Supplemental Employee Incentive Plan IV	Aug. 31, 2014 Supplemental Employee Incentive Plans III	Sep. 30, 2014 Restricted Stock Awards	Sep. 30, 2014 Restricted Stock Units	Sep. 30, 2014 Performance Share Awards Minimum	Sep. 30, 2014 Performance Share Awards Maximum	Sep. 30, 2014 Performance Share Awards Based on Internal Performance Metrics Maximum	Sep. 30, 2014 Employee Performance Share Awards	Sep. 30, 2014 Hybrid Performance Share Awards	Sep. 30, 2014 Hybrid Performance Share Awards Hybrid performance share awards, percentage vesting on each of the first and second anniversary	Sep. 30, 2014 Hybrid Performance Share Awards Hybrid performance share awards, percentage vesting on the third anniversary	Sep. 30, 2014 Performance Shares Based on Market Conditions Maximum	Feb. 20, 2014 TSR Performance Share Awards	Sep. 30, 2014 TSR Performance Share Awards Benchmark_Company
Stock-based Compensation arrangements
Stock based compensation expense	$ 5.7	$ 12.2	$ 15.1	$ 41.0	$ 0.2	$ 4.1	$ 3.3	$ 9.2
Tax benefits realized for stock-based compensation			(6.0)	(9.3)
Granted (in shares)										46,000	35,870				241,130	123,257					184,885
Granted (in dollars per share)										$ 34.96	$ 38.73				$ 39.43	$ 39.43
Annual forfeiture rate assumption (as a percent)										5.00%		0.00%	5.00%
Right to receive additional shares (as a percent)														100.00%
Number of years over which performance criteria is to be met															3 years						3 years
Vesting rights																The 2014 awards vest 25% on each of the first and second anniversary dates and 50% on the third anniversary
Minimum operating cash flow for the year preceding the performance period																100
Right to receive shares (as a percent)																			100.00%
Right to receive an additional award in cash (as a percent)																			100.00%
Number of other companies in the Company's peer group																					14
Payments associated with deferred compensation arrangements									$ 13.0
Assumptions:
Fair value per performance share award (in dollars per share)																				$ 32.04
Stock price volatility (as a percent)							33.90%													41.30%
Risk free rate of return (as a percent)							1.00%													0.70%
Expected dividend yield (as a percent)																				0.20%	0.20%
Annual salary increase rate (as a percent)							4.00%
Annual turnover rate							4.60%
Fair value per performance share award Assumptions, low end of range (in dollars per share)																					$ 7.19
Fair value per performance share award Assumptions, high end of range (in dollars per share)																					$ 25.22
Stock Price Volatility, low end of range (as a percent)																					27.50%
Stock Price Volatility, high end of range (as a percent)																					120.40%
Risk free rate of return, low end of range (as a percent)																					0.02%
Risk free rate of return, high end of range (as a percent)																					0.70%
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage																	25.00%	50.00%

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CAPITAL STOCK

9 Months Ended

Sep. 30, 2014

Equity [Abstract]

CAPITAL STOCK

CAPITAL STOCK

Incentive Plans

On May 1, 2014, the Company’s shareholders approved the 2014 Incentive Plan, which replaced the 2004 Incentive Plan that expired on April 29, 2014. Under the 2014 Incentive Plan, incentive and non-statutory stock options, stock appreciation rights (SARs), stock awards, cash awards and performance awards may be granted to key employees, consultants and officers of the Company. Non-employee directors of the Company may be granted discretionary awards under the 2014 Incentive Plan consisting of stock options or stock awards. A total of 18 million shares of common stock may be issued under the 2014 Incentive Plan. Under the 2014 Incentive Plan, no more than 10 million shares may be issued pursuant to incentive stock options. No additional awards may be granted under the 2014 Incentive Plan on or after May 1, 2024.

No additional awards will be granted under any of the Company’s prior plans, including the 2004 Incentive Plan.  Awards outstanding under the 2004 Incentive Plan will remain outstanding in accordance with their original terms and conditions.

Increase in Authorized Shares

In May 2014, the Company’s shareholders approved an increase in the authorized number of shares of common stock from 480 million to 960 million shares.

Treasury Stock

In August 1998, the Board of Directors authorized a share repurchase program under which the Company may purchase shares of common stock in the open market or in negotiated transactions. The timing and amount of any stock purchases are determined at the discretion of management. The Company may use the repurchased shares to fund stock compensation programs currently in existence, or for other corporate purposes. All purchases executed to date have been through open market transactions. There is no expiration date associated with the authorization to repurchase common stock of the Company.

During the first nine months of 2014, the Company repurchased 4.0 million shares for a total cost of $130.8 million. Since the authorization date, the Company has repurchased 29.6 million shares of the 40.0 million total shares authorized for a total cost of approximately $380.3 million, of which 20.0 million shares have been retired. No treasury shares have been delivered or sold by the Company subsequent to the repurchase. As of September 30, 2014, 9.6 million shares were held as treasury stock.

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2014

Fair Value Disclosures [Abstract]

Financial assets and liabilities measured at fair value on a recurring basis

The following fair value hierarchy table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis:

(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		September 30, 2014
Assets
Deferred compensation plan	$	12,815	$	—	$	—	$	12,815
Derivative contracts	—		1,578		17,867		19,445
Total assets	$	12,815	$	1,578	$	17,867	$	32,260
Liabilities
Deferred compensation plan	$	30,277	$	—	$	—	$	30,277
Derivative contracts	—		1,216		2,377		3,593
Total liabilities	$	30,277	$	1,216	$	2,377	$	33,870

(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		December 31, 2013
Assets
Deferred compensation plan	$	12,507	$	—	$	—	$	12,507
Derivative contracts	—		—		13,792		13,792
Total assets	$	12,507	$	—	$	13,792	$	26,299
Liabilities
Deferred compensation plan	$	33,211	$	—	$	—	$	33,211
Derivative contracts	—		6,983		17,702		24,685
Total liabilities	$	33,211	$	6,983	$	17,702	$	57,896

Fair value of net financial assets and liabilities classified as level 3

The following table sets forth a reconciliation of changes in the fair value of net financial assets (liabilities) classified as Level 3 in the fair value hierarchy:

	Nine Months Ended   September 30,
(In thousands)	2014			2013
Balance at beginning of period	$	(3,910	)	$	41,159
Total gains (losses) (realized or unrealized):
Realized and unrealized gains (losses) included in earnings	(33,804		)	33,822
Included in other comprehensive income	(21,068		)	24,287
Settlements	74,271			(33,822		)
Transfers in and/or out of level 3	—			—
Balance at end of period	$	15,489		$	65,446
Change in unrealized gains (losses) relating to assets and liabilities still held at the end of the period	$	40,467		$	—

Carrying amounts and fair values of long-term debt

The carrying amounts and fair values of long-term debt are as follows:

	September 30, 2014				December 31, 2013
(In thousands)	Carrying Amount		Estimated Fair Value		Carrying Amount		Estimated Fair Value
Long-term debt	$	1,612,000	$	1,697,654	$	1,147,000	$	1,224,273

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Commitments and Contingencies (Details) (Transportation and Gathering Agreements, USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2014
Transportation and Gathering Agreements
Commitments and Contingencies
Amount of increase in the future aggregate obligations under the transportation commitments	$ 230.5
Period over which increase in transportation and gathering agreements obligation is affected	13 years

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Derivative Instruments and Hedging Activities (Details 2) (USD $) In Thousands, unless otherwise specified	Sep. 30, 2014	Dec. 31, 2013
Effect of derivative instruments on the Consolidated Balance Sheet
Fair Value Asset	$ 16,503	$ 3,019
Fair Value Liability	651	13,912
Derivatives Designated as Hedges | Commodity contracts | Other current assets
Effect of derivative instruments on the Consolidated Balance Sheet
Fair Value Asset	0	3,019
Derivatives Designated as Hedges | Commodity contracts | Accrued liabilities
Effect of derivative instruments on the Consolidated Balance Sheet
Fair Value Liability	0	13,912
Derivatives Not Designated as Hedges | Commodity contracts | Other current assets
Effect of derivative instruments on the Consolidated Balance Sheet
Fair Value Asset	16,503	0
Derivatives Not Designated as Hedges | Commodity contracts | Accrued liabilities
Effect of derivative instruments on the Consolidated Balance Sheet
Fair Value Liability	102	0
Derivatives Not Designated as Hedges | Commodity contracts | Other liabilities
Effect of derivative instruments on the Consolidated Balance Sheet
Fair Value Liability	$ 549	$ 0

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CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2014		Sep. 30, 2013		Sep. 30, 2014		Sep. 30, 2013
Statement of Comprehensive Income [Abstract]
Net income	$ 100,788		$ 69,889		$ 326,239		$ 201,827
Other comprehensive income (loss), net of taxes:
Reclassification adjustment for settled cash flow hedge contracts(1)	12,965	[1]	(11,942)	[1]	69,337	[1]	(22,372)	[1]
Changes in fair value of cash flow hedge contracts(2)	0	[2]	(1,447)	[2]	(80,175)	[2]	31,417	[2]
Postretirement benefits:
Amortization of net loss(3)	0	[3]	70	[3]	0	[3]	319	[3]
Total other comprehensive income (loss)	12,965		(13,319)		(10,838)		9,364
Comprehensive income (loss)	$ 113,753		$ 56,570		$ 315,401		$ 211,191

[1] Net of income taxes of $(8,592) and $7,742 for the three months ended September 30, 2014 and 2013, respectively, and $(45,951) and $14,504 for the nine months ended September 30, 2014 and 2013, respectively.

[2] Net of income taxes of $937 for the three months ended September 30, 2013 and $53,135 and $(20,366) for the nine months ended September 30, 2014 and 2013, respectively.

[3] Net of income taxes of $(46) and $(206) for the three and nine months ended September 30, 2013, respectively.

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Equity Method Investments

9 Months Ended

Sep. 30, 2014

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments

Equity Method Investments

During the nine months ended September 30, 2014, the Company made contributions of approximately $28.8 million to its equity method investments ($26.6 million to Constitution Pipeline Company, LLC and $2.2 million to Meade Pipeline Co LLC (Meade)).

For further information regarding the Company’s equity method investments, refer to Note 4 of the Notes to the Consolidated Financial Statements in the Form 10-K.

Meade Pipeline Co LLC

In February 2014, the Company acquired a 20% equity interest in Meade. Meade was formed to participate in the development and construction of a 177-mile pipeline (Central Penn Line) that will transport natural gas from Susquehanna County, Pennsylvania to an interconnect with Transcontinental Gas Pipe Line Company, LLC’s (Transco) mainline in Lancaster County, Pennsylvania. The new pipeline will be constructed and operated by Transco and will be owned by Transco and Meade in proportion to their respective ownership percentages of approximately 61% and 39%, respectively. Under the terms of the Meade LLC agreement, the Company agreed to invest its proportionate share of Meade’s anticipated costs associated with the new pipeline of $149 million, which is expected to occur over the next three to four years. The expected in-service date for the new pipeline is scheduled for the second half of 2017.

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Asset Retirement Obligation (Tables)

9 Months Ended

Sep. 30, 2014

Asset Retirement Obligation Disclosure [Abstract]

Asset Retirement Obligation

Activity related to the Company’s asset retirement obligation is as follows:

(In thousands)	Nine Months Ended   September 30, 2014
Balance at beginning of period	$	75,853
Liabilities incurred	4,360
Liabilities settled	(411		)
Liabilities divested	(899		)
Change in estimate	33,810
Accretion expense	3,528
Balance at end of period	$	116,241

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Debt and Credit Agreements (Details 3) (Senior unsecured fixed-rate notes, USD $)	1 Months Ended	3 Months Ended
	Sep. 30, 2014 Investor	Sep. 30, 2014
Debt
Number of investors in private placement	24
Principal	$ 925,000,000	$ 925,000,000
Weighted-average interest rate (as a percent)	3.65%	3.65%
Asset Coverage Ratio, Minimum	1.75	1.75
Annual Coverage Ratio, Minimum		2.8
Tranche 1
Debt
Principal	100,000,000	100,000,000
Term	7 years
Coupon	3.24%	3.24%
Tranche 2
Debt
Principal	575,000,000	575,000,000
Term	10 years
Coupon	3.67%	3.67%
Tranche 3
Debt
Principal	$ 250,000,000	$ 250,000,000
Term	12 years
Coupon	3.77%	3.77%

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ADDITIONAL BALANCE SHEET INFORMATION

9 Months Ended

Sep. 30, 2014

Balance Sheet Related Disclosures [Abstract]

ADDITIONAL BALANCE SHEET INFORMATION

ADDITIONAL BALANCE SHEET INFORMATION

Certain balance sheet amounts are comprised of the following:

(In thousands)	September 30, 2014			December 31, 2013
Accounts receivable, net
Trade accounts	$	190,328		$	215,361
Joint interest billing	1,493			7,261
Income taxes receivable	—			922
Other accounts	439			746
	192,260			224,290
Allowance for doubtful accounts	(990		)	(1,814		)
	$	191,270		$	222,476
Inventories
Natural gas in storage	$	3,596		$	9,056
Tubular goods and well equipment	10,080			8,396
Other accounts	55			16
	$	13,731		$	17,468
Other current assets
Prepaid balances and other	$	2,730		$	2,587
Derivative instruments	16,503			3,019
	$	19,233		$	5,606
Other assets
Deferred compensation plan	$	12,815		$	12,507
Debt issuance cost	18,725			16,476
Other accounts	70			79
	$	31,610		$	29,062
Accounts payable
Trade accounts	$	53,938		$	26,023
Natural gas purchases	6,813			2,052
Royalty and other owners	102,933			79,150
Accrued capital costs	185,525			146,899
Taxes other than income	12,906			13,677
Drilling advances	89			14,093
Other accounts	17,583			6,907
	$	379,787		$	288,801
Accrued liabilities
Employee benefits	$	18,798		$	43,599
Taxes other than income	10,459			6,894
Interest payable	12,833			20,211
Derivative instruments	102			13,912
Other accounts	2,651			2,897
	$	44,843		$	87,513
Other liabilities
Deferred compensation plan	$	30,277		$	33,211
Derivative instruments	549			—
Other accounts	6,963			13,043
	$	37,789		$	46,254