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TABLE OF CONTENTS
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549

FORM 10-K

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

For the fiscal year ended December 31, 20112012

Commission file number 1-10447

CABOT OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)
 04-3072771
(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)

         Securities registered pursuant to Section 12(b) of the Act:

Title of each class Name of each exchange on which registered
Common Stock, par value $.10 per share New York Stock Exchange

         Securities registered pursuant to Section 12(g) of the Act:None

         Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý    No o

         Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o    No ý

         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 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-Kýo.

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

         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

         The aggregate market value of Common Stock, par value $.10 per share ("Common Stock"), held by non-affiliates as of the last business day of registrant's most recently completed second fiscal quarter (based upon the closing sales price on the New York Stock Exchange on June 30, 2011)2012) was approximately $6.9$8.3 billion.

         As of February 17, 2012,15, 2013, there were 209,826,622210,429,889 shares of Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

         Portions of the Proxy Statement for the Annual Meeting of Stockholders to be held May 1, 20122, 2013 are incorporated by reference into Part III of this report.

   


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 PAGE 

PART I

      


ITEMS 1 and 2


 


Business and Properties


 

 


6

 


ITEM 1A


 


Risk Factors


 

 


19
21

 


ITEM 1B


 


Unresolved Staff Comments


 

 


29
33

 


ITEM 3


 


Legal Proceedings


 

 


29
33

 


ITEM 4


 


Mine Safety DisclosureDisclosures


 

 


30
33

 



 


Executive Officers of the Registrant


 

 


30
34

 


PART II


 

 

 

 

 

 


ITEM 5


 


Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities


 

 


31
35

 


ITEM 6


 


Selected Financial Data


 

 


33
37

 


ITEM 7


 


Management's Discussion and Analysis of Financial Condition and Results of Operations


 

 


34
38

 


ITEM 7A


 


Quantitative and Qualitative Disclosures about Market Risk


 

 


52
54

 


ITEM 8


 


Financial Statements and Supplementary Data


 

 


55
57

 


ITEM 9


 


Changes in and Disagreements with Accountants on Accounting and Financial Disclosure


 

 


118
112

 


ITEM 9A


 


Controls and Procedures


 

 


118
112

 


ITEM 9B


 


Other Information


 

 


118
112

 


PART III


 

 

 

 

 

 


ITEM 10


 


Directors, Executive Officers and Corporate Governance


 

 


119
113

 


ITEM 11


 


Executive Compensation


 

 


119
113

 


ITEM 12


 


Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters


 

 


119
113

 


ITEM 13


 


Certain Relationships and Related Transactions, and Director Independence


 

 


119
113

 


ITEM 14


 


Principal AccountantAccounting Fees and Services


 

 


119
113

 


PART IV


 

 

 

 

 

 


ITEM 15


 


Exhibits, and Financial Statement Schedules


 

 


119
113

 

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FORWARD-LOOKING INFORMATION

        The statements regarding future financial and operating performance and results, strategic pursuits and goals, market prices, future hedging 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. TheseSuch 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 in this documentherein and in our other Securities and Exchange Commission filings. See "Risk Factors" in Item 1A for additional information about these risks and uncertainties. IfShould one or more of these risks or uncertainties materialize, or ifshould underlying assumptions prove incorrect, actual outcomes may vary materially from those included in this document. See "Forward-Looking Information" for further details.indicated.


GLOSSARY OF CERTAIN OIL AND GAS TERMS

        The following are abbreviations and definitions of certain terms commonly used in the oil and gas industry and included within this Annual Report on Form 10-K:

Abbreviations

Bbl.    One stock tank barrel, or 42 U.S. gallons liquid volume, used in reference to oil or other liquid hydrocarbons.

Bcf.    One billion cubic feet of natural gas.

Bcfe.    One billion cubic feet of natural gas equivalent.

Btu.    One British thermal unit.

Mbbls.    One thousand barrels of oil or other liquid hydrocarbons.

Mcf.    One thousand cubic feet of natural gas.

Mcfe.    One thousand cubic feet of natural gas equivalent.

Mmbtu.    One million British thermal units.

Mmcf.    One million cubic feet of natural gas.

Mmcfe.    One million cubic feet of natural gas equivalent.

NGL.    Natural gas liquids.

NYMEX.    New York Mercantile Exchange.

Definitions

Developed reserves.    Developed reserves are reserves that can be expected to be recovered: (i) Through existing wells with existing equipment and operating methods or in which the cost of the required equipment is relatively minor compared to the cost of a new well; and (ii) Through installed extraction equipment and infrastructure operational at the time of the reserves estimate if the extraction is by means not involving a well.

Development well.    A well drilled within the proved area of an oil or gas reservoir to the depth of a stratigraphic horizon known to be productive.


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Differential.    An adjustment to the price of oil or gas from an established spot market price to reflect differences in the quality and/or location of oil or gas.


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Dry Hole.    Exploratory or development well that does not produce oil or gas in commercial quantities.

Exploitation activities.    The process of the recovery of fluids from reservoirs and drilling and development of oil and gas properties.

Exploratory well.    A well drilled to find a new field or to find a new reservoir in a field previously found to be productive of oil or gas in another reservoir. Generally, an exploratory well is any well that is not a development well, an extension well, or a service well.

Extension well.    An extension well is a well drilled to extend the limits of a known reservoir.

Field.    An area consisting of a single reservoir or multiple reservoirs all grouped on or related to the same individual geological structural feature and/or stratigraphic condition. There may be two or more reservoirs in a field that are separated vertically by intervening impervious, strata, or laterally by local geological barriers, or by both. Reservoirs that are associated by being in overlapping or adjacent fields may be treated as a single or common operational field. The geological termsstructural feature andstratigraphic condition are intended to identify localized geological features as opposed to the broader terms of basins, trends, provinces, plays, areas-of-interest, etc.

Oil.    Crude oil and condensate.

Operator.    The individual or company responsible for the exploration, development and/or production of an oil or gas well or lease.

        Play.    A geographic area with potential oil and gas reserves.

Production costs.    Costs incurred to operate and maintain wells and related equipment and facilities, including depreciation and applicable operating costs of support equipment and facilities, which become part of the cost of oil and gas produced.

Proved properties.    Properties with proved reserves.

Proved reserves.    Proved reserves are those quantities, which, by analysis of geoscience and engineering data, can be estimated with reasonable certainty to be economically producible from a given date forward, from known reservoirs, and under existing economic conditions and operating methods prior to the time at which contracts providing the right to operate expire, unless evidence indicates that renewal is reasonably certain, regardless of whether deterministic or probabilistic methods are used for the estimation. The project to extract hydrocarbons must have commenced or the operator must be reasonably certain that it will commence the project within a reasonable time.

Existing economic conditions include prices and costs at which economic producibility from a reservoir is to be determined. The price shall be the average price during the twelve-month period prior to the ending date of the period covered by the report, determined as an unweighted arithmetic average of the first-day-of-the-month price for each month within such period, unless prices are defined by contractual arrangements, excluding escalations based upon future conditions.

Recompletion.    An operation whereby a completion in one zone is abandoned in order to attempt a completion in a different zone within the existing wellbore.

Reserves.    Reserves are estimated remaining quantities of oil and gas and related substances anticipated to be economically producible, as of a given date, by application of development projects to known accumulations. In addition, there must exist, or there must be a reasonable expectation that there will exist, the legal right to produce or a revenue interest in the production, installed means of delivering


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oil and gas or related substances to market, and all permits and financing required to implement the project.


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Reservoir.    A porous and permeable underground formation containing a natural accumulation of producible oil and/or gas that is confined by impermeable rock or water barriers and is individual and separate from other reservoirs.

Resources.    Resources are quantities of oil and gas estimated to exist in naturally occurring accumulations. A portion of the resources may be estimated to be recoverable, and another portion may be considered to be unrecoverable. Resources include both discovered and undiscovered accumulations.

Royalty interest.    An interest in an oil and gas lease that gives the owner of the interest the right to receive a portion of the production from the leased acreage (or of the proceeds of the sale thereof), but generally does not require the owner to pay any portion of the costs of drilling or operating the wells on the leased acreage. Royalties may be either landowner'slandowners' royalties, which are reserved by the owner of the leased acreage at the time the lease is granted, or overriding royalties, which are usually reserved by an owner of the leasehold in connection with a transfer to a subsequent owner.

Service well.        Shale.    A well drilledFine-grained sedimentary rock composed mostly of consolidated clay or completed for the purpose of supporting production in a existing field. Specific purposes of service wells include gas injection, water injection, steam injection, air injection, salt-water disposal, water supply for injection, observation, or injection for in-situ combustion.mud.

Standardized measure.    The present value, discounted at 10% per year, of estimated future net revenues from the production of proved reserves, computed by applying sales prices used in estimating proved oil and gas reserves to the year-end quantities of those reserves in effect as of the dates of such estimates and held constant throughout the productive life of the reserves (except for consideration of future price changes to the extent provided by contractual arrangements in existence at year-end), and deducting the estimated future costs to be incurred in developing, producing and abandoning the proved reserves (computed based on year-end costs and assuming continuation of existing economic conditions). Future income taxes are calculated by applying the appropriate year-end statutory federal and state income tax rate with consideration of future tax rates already legislated, to pre-tax future net cash flows, net of the tax basis of the properties involved and utilization of available tax carryforwards related to proved oil and gas reserves.

        Unconventional play.    A term used in the oil and gas industry to refer to a play in which the targeted reservoirs generally fall into one of three categories: (1) tight sands, (2) coal beds or (3) shales. The reservoirs tend to cover large areas and lack the readily apparent traps, seals and discrete hydrocarbon-water boundaries that typically define conventional reservoirs. These reservoirs generally require fracture stimulation treatments or other special recovery processes in order to achieve economic flow rates.

Undeveloped reserves.    Undeveloped reserves are reserves that are expected to be recovered from new wells on undrilled acreage, or from existing wells where a relatively major expenditure is required. Reserves on undrilled acreage shall beare limited to those directly offsetting development spacing areas that are reasonably certain of production when drilled, unless evidence exists that establishes reasonable certainty of economic producibility at greater distances. Undrilled locations can be classified as having undeveloped reserves only if a development plan has been adopted indicating that they are scheduled to be drilled within five years, unless the specific circumstances justify a longer time. Under no circumstances shall estimates for undeveloped reserves be attributable to any acreage for which an application of fluid injection or other improved recovery technique is contemplated, unless such techniques have been proved effective by actual projects in the same reservoir or an analogous reservoir, or by other evidence using reliable technology establishing reasonable certainty.

Unproved properties.    Properties with no proved reserves.

Working interest.    An interest in an oil and gas lease that gives the owner of the interest the right to drill for and produce oil and gas on the leased acreage and requires the owner to pay a share of the costs of drilling and production operations.


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PART I

ITEMS 1 and 2. BUSINESS AND PROPERTIES

        Cabot Oil & Gas Corporation is an independent oil and gas company engaged in the development, exploitation and exploration of oil and gas properties. Our primary areas of operation include Appalachia, east and south Texas, and Oklahoma. Our assets are concentrated in areas with known hydrocarbon resources, which are conducive to multi-well, repeatable drilling programs. We operate in one segment, natural gas and oil development, exploitation and exploration, exclusively in the continental United States. We have regional offices located in Houston, Texas and Pittsburgh, Pennsylvania.

OVERVIEWSTRATEGY

        On an equivalent basis, our production in 2011 increased by 44% from 2010. We produced 187.5 Bcfe, or 513.7 Mmcfe per day, in 2011, as compared to 130.6 Bcfe, or 357.9 Mmcfe per day, in 2010. Natural gas production increased by 53.4 Bcf, or 43%, to 178.8 Bcf in 2011 from 125.5 Bcf in 2010, primarily due to increased production in the Marcellus shale associated with our increased drilling program and upgrades to the Lathrop compressor station in Susquehanna County, Pennsylvania, which included the commissioning of new compression during 2011. Partially offsetting the production increase in northeast Pennsylvania were decreases in production primarily in east and south Texas due to normal production declines, the sale of oil and gas properties in Colorado, Utah and Wyoming and a shift from gas to oil projects. Crude oil/condensate/NGL production increased by 584 Mbbls, or 68%, from 859 Mbbls in 2010 to 1,443 Mbbls in 2011 primarily due to an increase in production resulting from our Eagle Ford oil shale drilling program in south Texas.

        Our average realized natural gasobjective is to enhance shareholder value over the long-term through consistent growth in cash flows, earnings, production and reserves. We believe this is attainable through a combination of disciplined management and our core asset base that offers a strategic advantage for continued growth. Key components of our business strategy include:

        Disciplined Capital Spending Focused on High-Return, Organic Projects.    We allocate our capital program based on projects that we expect will enable us to maximize our production and reserve growth at attractive returns. Our capital program is based on the expectation of being fully funded through operating cash flows. While we consider various growth opportunities, including strategic acquisitions, our primary focus is organic growth through drilling our core areas of operation where we believe we can exploit our extensive inventory of low-cost, high-return repeatable drilling opportunities.

        Low Cost Structure.    Our operations are focused on select unconventional plays with significant resource potential that allow us to add and produce reserves at a low cost. We have developed sizable, contiguous acreage positions in these core operating areas and believe the concentration of our assets allows us to further reduce costs through economies of scale. Furthermore, since we operate in a limited number of geographic areas, we believe we can leverage our technical expertise in these areas to achieve further cost reductions through operational efficiencies. We also operate a majority of our properties, which allows us to more effectively manage all elements of our cost structure.

        Conservative Financial Position and Financial Flexibility.    We believe the prudent management of our balance sheet and the active management of commodity price for 2011 was $4.46 per Mcf, 22%risk allows us the financial flexibility to continue to provide consistent production and reserve growth over time, even in periods of depressed commodity prices. We utilize derivative contracts to manage commodity price risk and to provide a level of cash flow predictability. In the event we experience a lower than anticipated commodity price environment, we believe that we have the $5.69 per Mcf price realized in 2010. Our average realized crude oil price for 2011 was $90.49 per Bbl, 8% lower thanflexibility to supplement the $97.91 per Bbl price realized in 2010. These realized prices include realized gainsfunding of our capital program with asset sales, joint ventures and losses resulting from commodity derivatives. For information about the impactborrowings under our credit facility.

        Expand our Unconventional Resource Initiatives Through Value Generating Opportunities.    We will continue to evaluate opportunities that generate value and contribute to our growth initiatives, including potential strategic sales of these derivatives on realized prices, refer to "Results of Operations" in Item 7.

        Our proved reserves totaled approximately 3,033 Bcfe at December 31, 2011, of which 96% were natural gas. This reserve level was up by 12% from 2,701 Bcfe at December 31, 2010 on the strength of results from our drilling program. In 2011, we had a net upward revision of 21.6 Bcfe, which was primarily due to an upward performance revision of 214.9 Bcfe, primarily in the Dimock field in northeast Pennsylvania, partially offset by a downward revision of 189.8 Bcfe of proved undeveloped reservesassets that are no longer fit in our five-year development plancurrent portfolio and a downward revisionthe use of 3.6 Bcfe associated with decreased reserve commodity pricing. For information about other changesvarious joint venture arrangements to achieve our objectives. We intend to reinvest the proceeds from these activities in our proved reserves, refercore unconventional assets.

2013 OUTLOOK

        In 2013, we plan to the Supplemental Oilspend between approximately $950.0 million and Gas Information to the Consolidated Financial Statements included in Item 8.

        For the year ended December 31, 2011, we drilled 161 gross wells (96.0 net) with a success rate of over 99% compared to 113 gross wells (87.1 net) with a success rate of 98% for the prior year. In 2012, we$1.0 billion on capital and exploration activities. We plan to drill approximately 120170 to 130180 gross wells (or 130 to 145 net), focusing our capital program in the Marcellus shaleShale in northeast Pennsylvania, the Eagle Ford oil shaleand Pearsall Shale in south Texas and the Marmaton oil play in Oklahoma. We expect to allocate approximately 65% of our 2013 capital program to the Marcellus Shale, approximately 30% to our


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        Our 2011 totalliquids-focused plays in south Texas and Oklahoma and the remaining 5% to other emerging plays and non-drilling expenditures. In 2013, we also expect to contribute approximately $12.0 million to Constitution Pipeline Company, LLC (Constitution) to fund costs associated with the development and construction of a pipeline in northeast Pennsylvania, which is incremental to our capital and exploration spending was $905.5 million comparedexpenditures. See Note 5 of the Notes to $891.5 millionthe Consolidated Financial Statements for further details regarding our investment in 2010. This increaseConstitution.

DESCRIPTION OF PROPERTIES

        Our exploration, development and production operations are primarily concentrated in spending was substantially driven by an expandedthree unconventional plays—the Marcellus shale horizontal drilling program and increasesShale in our drilling programs inPennsylvania, the Eagle Ford oil shale in south Texas and the Marmaton oil play in Oklahoma. In both 2011We also have significant non-core operations in various other unconventional and 2010, we allocatedconventional plays throughout the continental United States.

Marcellus Shale

        The Marcellus Shale is one of our planned program for capital and exploration expenditures among our variousmajor operating areas basedand represents our largest growth and capital investment area over the last four years. Our properties are principally located in Susquehanna County and to a lesser extent Bradford and Wyoming Counties, Pennsylvania. We currently hold approximately 200,000 net acres in the dry gas window of the play. Our 2012 net production in the Marcellus Shale was 209.3 Bcfe, representing approximately 78% of our total equivalent production for the year. As of December 31, 2012, we had a total of 224.2 net wells producing in the Marcellus Shale.

        During 2012, we invested $616.6 million in the Marcellus Shale and drilled 69.7 net horizontal wells and completed and turned in line 80.2 net wells. As of December 31, 2012, we had 32.0 net wells that were either in the completion stage or waiting on return expectations, availabilitycompletion or connection to a pipeline. We exited 2012 with five drilling rigs operating in the play.

Eagle Ford Shale

        Our properties in the Eagle Ford Shale are principally located in Atascosa, Frio, La Salle and Zavala Counties, Texas where we hold over 60,000 net acres in the oil window of servicesthe play. In 2012, our net liquids and human resources.natural gas production from the Eagle Ford was 1,581 Mbbl and 1.6 Bcf, respectively, or 11.1 Bcfe, representing approximately 4% of our full year equivalent production. As of December 31, 2012, we had a total of 47.7 net wells producing in the Eagle Ford.

        During 2012, we invested $171.0 million in the Eagle Ford and drilled or participated in drilling 23.2 net wells. We planexited 2012 with one drilling rig operating in the play.

Marmaton

        Our properties in the Marmaton oil play are principally located in Beaver County, Oklahoma and Ochiltree County, Texas. As of December 31, 2012, we had over 70,000 net acres in the play. In 2012, our net liquids and natural gas production from the Marmaton was 364 Mbbl and 0.6 Bcf, respectively, or 2.8 Bcfe, representing approximately 1% of our total equivalent production for the year. As of December 31, 2012, we had a total of 21.1 net wells producing in the Marmaton and 3.3 net wells completing or waiting on completion.

        During 2012, we invested $80.3 million in the Marmaton and drilled or participated in drilling 17.9 net wells. We exited 2012 with two drilling rigs operating in the play.

Other Oil and Gas Properties

        In addition to continue such method of allocationour core unconventional resource plays, we also operate or participate in 2012.other conventional and unconventional plays throughout the continental United States, including the Pearsall


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Funding ofShale in south Texas, the program is expected to be provided by operating cash flow, existing cashUtica Shale in Pennsylvania; the Cotton Valley, Haynesville, Bossier, and if required, borrowings under our credit facility.James Lime formations in east Texas; the Devonian Shale, Big Lime, Weir and Berea Shale in West Virginia; the Frio, Vicksburg and Wilcox formations in south Texas; and the Chase, Morrow and Chester formations in Oklahoma.

        In 2012,2013, we plan to spend between $750 and $790 million on capital and exploration activities.

        While we consider acquisitions from time to time, we remain focused on pursuing drilling opportunities that provide more predictable results on our accumulated acreage position. Additionally, we intend to maintain spending discipline and manage our balance sheet in an effort to ensure sufficient liquidity, including cash resources and available credit. We believe these strategies are appropriate for our portfoliodrill a total of projects9.8 net wells in the current commodity pricing environmentPearsall Shale, all of which are subject to a joint development agreement with a wholly owned subsidiary of Osaka Gas Co., Ltd. (Osaka) that was entered into contemporaneously with the sale of a 35% non-operated working interest associated with certain of our Pearsall Shale undeveloped leaseholds in June 2012. Under the joint development agreement, Osaka agreed to fund 85% of our share of future drilling and completion costs associated with these leaseholds until it has paid approximately $126.0 million. The drilling and completion carry will continueterminate in June 2014.

Other Properties

        Ancillary to add shareholder value overour exploration, development and production operations, we operate a number of gas gathering and transmission pipeline systems, made up of approximately 3,134 miles of pipeline with interconnects to three interstate transmission systems and five local distribution companies and numerous end users as of the long-term.end of 2012. The majority of our pipeline infrastructure is located in West Virginia and is regulated by the Federal Energy Regulatory Commission (FERC) for interstate transportation service and the West Virginia Public Service Commission (WVPSC) for intrastate transportation service. As such, the transportation rates and terms of service of our pipeline subsidiary, Cranberry Pipeline Corporation, are subject to the rules and regulations of the FERC and the WVPSC. Our natural gas gathering and transmission pipeline systems in West Virginia enable us to connect new wells quickly and to transport natural gas from the wellhead directly to interstate pipelines, local distribution companies and industrial end users. Control of our gathering and transmission pipeline systems also enables us to purchase, transport and sell natural gas produced by third parties. In addition, we can engage in development drilling without relying upon third parties to transport our natural gas and incur only the incremental costs of pipeline and compressor additions to our system.

        We also have two natural gas storage fields located in West Virginia with a combined working capacity of approximately 4 Bcf. We use these storage fields to take advantage of the seasonal variations in the demand for natural gas typically associated with winter natural gas sales, while maintaining production at a nearly constant rate throughout the year. The pipeline systems and storage fields are fully integrated with our operations in West Virginia.

DIVESTITURES

        In December 2012, we sold certain proved oil and gas properties located in south Texas to a private company for $29.9 million, subject to post closing adjustments, and recognized an $18.2 million loss on sale of assets.

        In June 2012, we sold a 35% non-operated working interest associated with certain of our Pearsall Shale undeveloped leaseholds in south Texas to a wholly-owned subsidiary of Osaka for $125.0 million in cash proceeds and recognized a $67.0 million gain on sale of assets.

        In 2012, we sold various other unproved properties and other assets for total proceeds of $14.4 million and recognized an aggregate gain of $1.8 million.

        In October 2011, we sold certain proved oil and gas properties located in Colorado, Utah and Wyoming to Breitburn Energy Partners, L.P. for $285.0 million. We received $283.2 million in cash proceeds, after closing adjustments, and recognized a $4.2 million gain on sale of assets.


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        In May 2011, we sold certain of our unproved Haynesville and Bossier Shale oil and gas properties in east Texas to a third party. We received approximately $47.0 million in cash proceeds and recognized a $34.2 million gain on sale of assets.

        In 2011, we sold various other unproved properties and other assets for total proceeds of $73.5 million and recognized an aggregate gain of $25.0 million.

        In December 2010, we sold our existing Pennsylvania gathering infrastructure of approximately 75 miles of pipeline and two compressor stations to Williams Field Services (Williams), a subsidiary of Williams Partners L.P., for $150 million. Under the terms of the purchasemillion and sale agreement, we were obligated to construct pipelines to connect certain of our 2010 program wells, complete the construction of the Lathrop compressor station and complete taps into certain pipeline delivery points. These obligations were completed in 2011. As of December 31, 2010, we recognized a $49.3 million gain on sale of assets, which included the accrual of $17.9 million associated with the obligations described above. We also entered into a 25-year firm gathering contract with Williams that requires Williams to complete construction of approximately 32 miles of high pressure pipeline, 65 miles of trunklines and two compressor stations in Susquehanna County, Pennsylvania in 2011 and 2012. Additionally, Williams will connect all of our drilling program wells, which will connect our production to five interstate pipeline delivery options.assets.

        In 2010, we sold various other proved and unproved properties and other assets for total proceeds of $32.2 million and recognized an aggregate gain of $16.3 million.

        In April 2009, we sold substantially all of our Canadian proved oil and gas properties to Tourmaline Oil Corporation (Tourmaline) in exchange for cash and common shares of Tourmaline. In November 2010, we sold our investment in Tourmaline for $61.3 million and recognized a $40.7 million gain on sale of assets.

DESCRIPTION OF PROPERTIES

        Our properties are primarily located in Appalachia, east and south Texas and Oklahoma. Our activities in Appalachia are concentrated primarily in northeast Pennsylvania and in West Virginia. There are multiple producing intervals in Appalachia that includes the Devonian (including Marcellus), Big Lime, Weir and Berea shale formations at depths primarily ranging from approximately 950 to 7,800 feet, with an average depth of approximately 4,375 feet. Principal producing intervals in east Texas are in the Cotton Valley, Haynesville, Bossier, and James Lime formations and the principal producing intervals in south Texas are in the Eagle Ford, Frio, Vicksburg and Wilcox formations, with total depths ranging from approximately 2,650 to 19,650 feet, with an average depth of approximately


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11,150 feet. Our activities in Oklahoma include the Marmaton, Chase, Morrow and Chester formations in the Anadarko Basin at depths ranging from approximately 2,350 to 18,630 feet, with an average depth of approximately 10,490 feet. We also hold undeveloped acreage in the Rocky Mountains, located in Montana and Nevada.

        Ancillary to our exploration, development and production operations, we operate a number of gas gathering and transmission pipeline systems, made up of approximately 3,105 miles of pipeline with interconnects to three interstate transmission systems and five local distribution companies and numerous end users as of the end of 2011. The majority of our pipeline infrastructure is located in West Virginia and is regulated by the Federal Energy Regulatory Commission (FERC) for interstate transportation service and the West Virginia Public Service Commission (WVPSC) for intrastate transportation service. As such, the transportation rates and terms of service of our pipeline subsidiary, Cranberry Pipeline Corporation, are subject to the rules and regulations of the FERC and the WVPSC. Our natural gas gathering and transmission pipeline systems in West Virginia enable us to connect new wells quickly and to transport natural gas from the wellhead directly to interstate pipelines, local distribution companies and industrial end users. Control of our gathering and transmission pipeline systems also enables us to purchase, transport and sell natural gas produced by third parties. In addition, we can engage in development drilling without relying upon third parties to transport our natural gas and incur only the incremental costs of pipeline and compressor additions to our system.

        We also have two natural gas storage fields located in West Virginia with a combined working capacity of approximately 4 Bcf. We use these storage fields to take advantage of the seasonal variations in the demand for natural gas typically associated with winter natural gas sales, while maintaining production at a nearly constant rate throughout the year. The pipeline systems and storage fields are fully integrated with our operations.

MARKETING

        The principal markets for our natural gas are in the northeastern and midwestern United States and the industrialized Gulf Coast area. In the northeastern United States, we sell natural gas to industrial customers, local distribution companies and gas marketers both on and off our pipeline and gathering system. In the Gulf Coast area and the midwestern United States, we sell natural gas to intrastate pipelines, natural gas processors and marketing companies. Properties in the Gulf Coast area are connected to various processing plants in Texas and Louisiana with multiple interstate and intrastate deliveries, affording us access to multiple markets.

        Approximately 35-40% of our natural gas sales volume in 2011 was sold at index-based prices under contracts with terms of one year or greater. Our remaining natural gas sales volume was sold under contracts with terms less than one year. Spot market sales are made at index-based prices under month-to-month contracts, while industrial and utility sales generally are made under year-to-year contracts.

        In 2011, we produced and marketed approximately 490.0 Mmcf per day of natural gas and 4.0 Mbbls of crude oil/condensate/NGL per day at market responsive prices. Average daily production in 2011 was 513.7 Mmcfe. Natural gas and crude oil/condensate/NGL production for 2011 was 178.8 Bcf and 1,443 Mbbls, respectively.

        In February 2012, we entered into a Precedent Agreement with Constitution Pipeline Company, LLC, a wholly owned subsidiary of Williams Partners L.P., to develop and construct a large diameter pipeline to transport our production in northeast Pennsylvania to both the New England and New York markets. Under the terms of the agreement, we will own 500,000 Mcf per day of capacity on the newly constructed pipeline and acquire a 25% equity interest in the project, subject to certain terms and conditions yet to be determined and regulatory approval.


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RISK MANAGEMENT

        From time to time, when we believe that market conditions are favorable, we use certain derivative financial instruments to manage price risksrisk associated with our production. While there are many different types of derivatives available, we utilized natural gasgenerally utilize collar and crude oil swap agreements and crude oil collar agreements for portions of our 2011 production to attempt to manage price risk more effectively. During 2011, we also entered into crude oil swaps to hedge our price exposure on our 2012 production, natural gas swaps to hedge our price exposure on our 2011 and 2012 production and natural gas collars to hedge our price exposure on our 2013 production. In addition, we also have natural gas basis swaps covering a portion of anticipated 2012 production, which do not qualify for hedge accounting. In 2010 and 2009, we utilized collars and swaps to hedge our price exposure on our production.

The collar arrangements are a combination of put and call options used to establish floor and ceiling commodity prices for a fixed volume of natural gas and crude oil production during a certain time period. They provide for payments to counterparties if the index price exceeds the ceiling and payments from the counterparties if the index price falls below the floor. The price swapsswap agreements call for payments to, or receipts from, counterparties based on whether the marketindex price of natural gas or crude oil for the period is greater or less than the fixed price established for that period when the swap iswas put in place.

        For 2011,During 2012, natural gas and crude oil swaps covered 42%96.0 Bcf, or 38%, and 1,709 Mbbl, or 76%, of natural gas production and 20% of crude oil production at a weighted-averagean average price of $5.30$5.22 per Mcf and $106.20$100.12 per Bbl, respectively, and collarsrespectively. Natural gas basis swaps covered 26%17 Bcf, or 7%, of crude oilour natural gas production at a weighted-averagean average price of $90.88$(0.25) per Bbl.Mcf. Natural gas collars with a floor price of $3.60 per Mcf and a ceiling price of $4.17 per Mcf covered 3.0 Bcf, or 1%, of our natural gas production at an average price of $3.70 per Mcf.


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        As of December 31, 2011,2012, we had the following outstanding commodity derivatives:

Commodity and Derivative Type
 Weighted-Average Contract Price Volume Contract Period

Derivatives Designated as HedgingNatural gas collars

$3.09 Floor / $4.12 Ceiling per Mcf  35.5 Bcf 

Natural Gas Swaps

$5.22 per Mcf95,998 MmcfJan. 2012 - Dec. 2012

Natural Gas Collars

$6.20 Ceiling/ $5.15 Floor per Mcf17,729 Mmcf Jan. 2013 - Dec. 2013

Crude Oil SwapsNatural gas collars

 $98.283.35 Floor / $4.01 Ceiling per Bbl732 MbblJan. 2012 - Dec. 2012

Derivatives Not Designated as Hedging Instruments

Mcf
  35.5 Bcf  Jan. 2013 - Dec. 2013 

Natural Gas Basis Swapsgas collars

 $(0.27)3.40 Floor / $4.12 Ceiling per Mcf 17,042 Mmcf17.7 Bcf Jan. 20122013 - Dec. 20122013

Natural gas collars

$3.60 Floor / $4.17 Ceiling per Mcf17.7 BcfJan. 2013 - Dec. 2013

Natural gas collars

$3.76 Floor / $4.16 Ceiling per Mcf17.7 BcfJan. 2013 - Dec. 2013

Natural gas collars

$3.86 Floor / $4.34 Ceiling per Mcf17.7 BcfJan. 2013 - Dec. 2013

Natural gas collars

$5.15 Floor / $6.20 Ceiling per Mcf17.7 BcfJan. 2013 - Dec. 2013

Crude oil swaps

$101.90 per Bbl1,095 MbblJan. 2013 - Dec. 2013

        We will continue to evaluate the benefit of employingusing derivatives in the future. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Quantitative and Qualitative Disclosures about Market Risk" for further discussion concerning our use of derivatives.

RESERVES

        The following table presents our estimated proved reserves for the periods indicated:

 
 December 31, 
 
 2012 2011 2010 

Natural Gas(Bcf)

          

Proved developed reserves

  2,216  1,734  1,681 

Proved undeveloped reserves(1)

  1,480  1,176  963 
        

  3,696  2,910  2,644 

Crude Oil & Liquids(Mbbl)

          

Proved developed reserves

  12,828  10,922  7,129 

Proved undeveloped reserves(1)

  11,546  9,548  2,362 
        

  24,374  20,470  9,491 

Natural gas equivalent(Bcfe)(2)

  
3,842
  
3,033
  
2,701
 

Reserve life(in years)(3)

  
14.4
  
16.2
  
20.7
 

(1)
Proved undeveloped reserves for 2012 and 2011 include reserves drilled but awaiting completion of 153.3 Bcfe and 132.4 Bcfe, respectively. There were no reserves drilled awaiting completion included in proved undeveloped reserves in 2010.

(2)
Natural gas equivalents are determined using a ratio of 6 Mcf of natural gas to 1 Bbl of crude oil, condensate or natural gas liquids.

(3)
Reserve life index is equal to year-end reserves divided by annual production for the year ended December 31, 2012, 2011 and 2010, respectively.

        Our proved reserves totaled approximately 3,842 Bcfe at December 31, 2012, of which 96% were natural gas. This reserve level was up by 27% from 3,033 Bcfe at December 31, 2011 due to the positive results from our drilling program. In 2012, we had a net upward revision of 188.6 Bcfe, which was primarily due to an upward performance revision of 369.6 Bcfe, primarily in the Dimock field in northeast Pennsylvania, partially offset by a downward revision of 114.5 Bcfe associated with decreased reserve commodity pricing and a downward revision of 66.5 Bcfe of proved undeveloped reserves that are no longer in our five-year development plan.


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        Our reserve estimates were based on decline curve extrapolations, material balance calculations, volumetric calculations, analogies, or combinations of these methods for each well, reservoir or field. The proved reserve estimates presented herein were prepared by our petroleum engineering staff and audited by Miller and Lents, Ltd. (Miller and Lents), independent petroleum engineers. Miller and Lents made independent estimates for 100% of the proved reserves estimated by us and concluded, the following: Inin their judgment we have an effective system for gathering data and documenting information required to estimate our proved reserves and project our future revenues. Further, Miller and Lents has concluded (1) the reserves estimation methods employed by us were appropriate, and our classification of such reserves was appropriate to the relevant SEC reserve definitions, (2) our reserves estimation processes were comprehensive and of sufficient depth, (3) the data upon which we relied were adequate and of sufficient quality, and (4) the results of our estimates and projections are, in the aggregate, reasonable. For additional information regarding estimates of proved reserves, the audit of such estimates by Miller


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and Lents, Ltd., and other information about our oil and gas reserves, see the Supplemental Oil and Gas Information to the Consolidated Financial Statements included in Item 8. A copy of the audit letter by Miller and Lents Ltd., dated January 31, 2012,2013, has been filed as an exhibit to this Form 10-K.

        Our reserves are sensitive to natural gas and crude oil sales prices and their effect on the economic productive life of producing properties. Our reserves are based on 12-month average crude oil and natural gas index prices, calculated as the unweighted arithmetic average for the first day of the month price for each month during 2012, 2011 2010 and 2009,2010, respectively. Increases in commodity prices may result in a longer economic productive life of a property or result in more economically viable proved undeveloped reserves to be recognized. Decreases in prices may result in negative impacts of this nature.

        For additional information regarding estimates of proved reserves, the audit of such estimates by Miller and Lents and other information about our reserves, including the risks inherent in our estimates of proved reserves, see the Supplemental Oil and Gas Information to the Consolidated Financial Statements included in Item 8 and "Risk Factors—Our proved reserves are estimates. Any material inaccuracies in our reserve estimates or underlying assumptions could cause the quantities and net present value of our reserves to be overstated or understated" in Item 1A.

Internal Control

        Our corporate reservoir engineers report to the Vice President of Engineering and Technology, who maintains oversight and compliance responsibility for the internal reserve estimation process and provides oversight for the annual audit of our year-end reserves by our independent third party engineers, Miller and Lents, Ltd.Lents. Our corporate reservoir engineering group consists of four petroleum/chemical engineers, with petroleum/chemical engineering degrees and between onetwo and 2930 years of industry experience, between onetwo and 2930 years of reservoir engineering/management experience, and between onetwo and 1314 years managing our reserves. All four engineers are members of the Society of Petroleum Engineers.

Qualifications of Third Party Engineers

        The technical person primarily responsible for the audit of our reserve estimates at Miller and Lents Ltd. meets the requirements regarding qualifications, independence, objectivity, and confidentiality set forth in the Standards Pertaining to the Estimating and Auditing of Oil and Gas Reserves Information promulgated by the Society of Petroleum Engineers. Miller and Lents Ltd. is an independent firm of petroleum engineers, geologists, geophysicists, and petro physicists; they do not own an interest in our properties and are not employed on a contingent fee basis.

        For additional information about the risks inherent in our estimates of proved reserves, see "Risk Factors—Our proved reserves are estimates. Any material inaccuracies in our reserve estimates or underlying assumptions could cause the quantities and net present value of our reserves to be overstated or understated" in Item 1A.

Proved Undeveloped Reserves

        At December 31, 20112012 we had 1,233.11,549 Bcfe of proved undeveloped reserves with future development costs of $1.3 billion, which represents an increase of 256.2316.1 Bcfe compared with December 31, 2010.2011. For 2011,


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2012, total capital related to the development of proved undeveloped reserves was $284.5$370.7 million, resulting in the conversion of 228.7410.9 Bcfe of reserves to proved developed. During 2011,2012, we had 556.3501.4 Bcfe of proved undeveloped reserve additions and 161.7233.5 Bcfe of positive proved undeveloped reserve performance revisions, primarily in the Dimock field in northeast Pennsylvania. These increases were partially offset by sales of proved undeveloped reserves of 43.3 Bcfe located in Colorado, Utah, Wyoming and east Texas and the removal of 189.866.5 Bcfe of proved undeveloped reserves associated with drilling locations primarily in east Texas West Virginia and Oklahoma, no longer anticipated to be developed within the next five years primarily due to a continued shift in our drilling program.


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Historical Reserves

        The following table presents our estimated proved reserves for the periods indicated.

 
 As of December 31, 
 
 2011 2010 2009 

Natural Gas(Mmcf)

          

Proved Developed Reserves

  1,734,088  1,681,451  1,288,169 

Proved Undeveloped Reserves

  1,175,828  962,707  724,993 
        

  2,909,916  2,644,158  2,013,162 

Crude Oil & Liquids(Mbbl)

          

Proved Developed Reserves

  10,922  7,129  6,082 

Proved Undeveloped Reserves(1)

  9,548  2,362  1,701 
        

  20,470  9,491  7,783 

Natural Gas Equivalent(Mmcfe)(2)

  
3,032,735
  
2,701,102
  
2,059,858
 

Reserve Life(in years)(3)

  
16.2
  
20.7
  
20.0
 

(1)
Proved undeveloped reserves for 2011 include 132.4 Bcfe of reserves drilled but awaiting completion.

(2)
Natural gas equivalents are determined using a ratio of 6 Mcf of natural gas to 1 Bbl of crude oil, condensate or natural gas liquids.

(3)
Reserve life index is equal to year-end reserves divided by annual production for the year ended December 31, 2011, 2010 and 2009, respectively.

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Production, Sales Price and Production CostsPRODUCTION, SALES PRICE AND PRODUCTION COSTS

        The following table presents historical information about our production volumes for natural gas and crude oil (including condensate and natural gas liquids), average natural gas and crude oil realized sales prices, and average production costs per equivalent, including our Dimock field located in northeast Pennsylvania, which contains more than 15% of our total proved reserves.

 
 Year Ended December 31, 
 
 2011 2010 2009 

Production Volumes

          

Natural Gas(Bcf)

          

Dimock Field

  119.3  49.5  36.3 

Total

  178.8  125.5  98.0 

Crude Oil/Condensate/NGL(Mbbl)

          

Dimock Field

       

Total

  1,443  859  845 

Equivalents(Bcfe)

          

Dimock Field

  119.3  49.5  36.3 

Total

  187.5  130.7  103.0 

Natural Gas Average Sales Price($/Mcf)(1)

          

Dimock Field

 $3.85 $4.48 $4.19 

Total

  4.46  5.69  7.61 

Crude Oil Average Sales Price($/Bbl)(1)

          

Dimock Field

 $ $ $ 

Total

  90.49  97.91  85.52 

Average Production Costs($/Mcfe)

          

Dimock Field

 $0.08 $0.08 $0.03 

Total

  0.47  0.89  1.08 

(1)
Represents the average realized sales price for all production volumes and royalty volumes sold during the periods shown, net of related costs (principally purchased gas royalty). Includes realized impact of derivative instruments.
 
 Year Ended December 31, 
 
 2012 2011 2010 

Production Volumes

          

Natural Gas(Bcf)

          

Dimock field

  209.3  119.3  49.5 

Total

  253.2  178.8  125.5 

Crude Oil/Condensate/NGL(Mbbl)

          

Total

  2,407  1,443  859 

Equivalents(Bcfe)

          

Dimock field

  209.3  119.3  49.5 

Total

  267.7  187.5  130.7 

Natural Gas Average Sales Price($/Mcf)

          

Dimock field

 $2.82 $3.85 $4.48 

Total (excluding realized impact of derivative settlements)

 $2.79 $3.99 $4.46 

Total (including realized impact of derivative settlements)

 $3.67 $4.46 $5.69 

Crude Oil Average Sales Price($/Bbl)

          

Total (excluding realized impact of derivative settlements)

 $96.65 $89.48 $75.60 

Total (including realized impact of derivative settlements)

 $101.65 $90.49 $97.91 

Average Production Costs($/Mcfe)

          

Dimock field

 $0.08 $0.09 $0.09 

Total

 $0.37 $0.47 $0.89 

AcreageACREAGE

        Our interest in both developed and undeveloped properties is primarily in the form of leasehold interests held under customary mineral leases. These leases provide us the right, in general, to develop oil and/or natural gas on the properties. Their primary terms range in length from approximately three to 10 years. These properties are held for longer periods if production is established.


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        The following table summarizes our gross and net developed and undeveloped leasehold and mineral fee acreage at December 31, 2011.2012. Acreage in which our interest is limited to royalty and overriding royalty interests is excluded.

 
 Developed Undeveloped Total 
 
 Gross Net Gross Net Gross Net 

Leasehold Acreage

  1,139,459  956,384  846,643  698,787  1,986,102  1,655,171 

Mineral Fee Acreage

  133,622  112,234  61,744  52,242  195,366  164,476 
              

Total

  1,273,081  1,068,618  908,387  751,029  2,181,468  1,819,647 
              
 
 Developed Undeveloped Total 
 
 Gross Net Gross Net Gross Net 

Leasehold acreage

  1,161,314  975,508  838,524  675,746  1,999,838  1,651,254 

Mineral fee acreage

  133,623  112,570  61,744  52,242  195,367  164,812 
              

Total

  1,294,937  1,088,078  900,268  727,988  2,195,205  1,816,066 
              

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Total Net Undeveloped Acreage Expiration

        Our net undeveloped acreage expiring over the next three years as of December 31, 20112012 is 128,463, 197,514202,375, 95,310 and 51,51882,660 for the years ending December 31, 2012, 2013, 2014 and 2014,2015, respectively. These amounts assume no future successful development, extension or renewal of undeveloped acreage.

Well SummaryWELL SUMMARY

        The following table presents our ownership in productive natural gas and crude oil wells at December 31, 2011.2012. This summary includes natural gas and crude oil wells in which we have a working interest.


 Gross Net  Gross Net 

Natural Gas

 5,091 4,325.9  4,998 4,300.9 

Crude Oil

 226 176.1  286 209.2 
          

Total(2)(1)

 5,317 4,502.0  5,284 4,510.1 
          

(1)
Total excludes 55 (52.3 net) service wells.

(2)
Total percentage of gross operated wells is 89.0%88.3%.

Drilling ActivityDRILLING ACTIVITY

        We drilled wells or participated in the drilling of wells, or acquired wells as indicated in the table below.


 Year Ended December 31,  Year Ended December 31, 

 2011 2010 2009  2012 2011 2010 

 Gross Net Gross Net Gross Net  Gross Net Gross Net Gross Net 

Development Wells

  

Productive

 149 86.0 96 74.3 124 103.6  149 102.7 149 86.0 96 74.3 

Dry

   1 1.0 5 4.0      1 1.0 

Extension Wells

  

Productive

 7 5.5 12 8.3 7 7.0  8 7.0 7 5.5 12 8.3 

Dry

              

Exploratory Wells

  

Productive

 4 3.5 3 2.5 5 2.5  9 6.3 4 3.5 3 2.5 

Dry

 1 1.0 1 1.0 2 1.5  4 1.8 1 1.0 1 1.0 
                          

Total

 161 96.0 113 87.1 143 118.6  170 117.8 161 96.0 113 87.1 
                          

Wells Acquired

     1 1.0 

        At December 31, 2011, 122012, 18 wells (7.6(13.1 net) were being drilled or awaiting completion.


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OTHER BUSINESS MATTERS

Title to Properties

        We believe that we have satisfactory title to all of our producing properties in accordance with generally accepted industry standards. Individual properties may be subject to burdens such as royalty, overriding royalty, carried, net profits, working and other outstanding interests customary in the industry. In addition, interests may be subject to obligations or duties under applicable laws or burdens such as production payments, ordinary course liens incidental to operating agreements and for current taxes or development obligations under oil and gas leases. As is customary in the industry in the case of undeveloped properties, often little investigation of record title is made at the time of lease acquisition. Investigations are made prior to the consummation of an acquisition of producing properties and before commencement of drilling operations on undeveloped properties.

Competition

        Competition in our primary producing areas is intense. Price, contract terms and quality of service, including pipeline connection times and distribution efficiencies, affect competition. We believe that in the Appalachia area our extensive acreage position existing natural gas gathering and pipeline systems in West Virginia and our access to gathering and pipeline infrastructure in Pennsylvania, along with services and equipment that we have secured for the upcoming years, and storage fields in West Virginia, enhance our competitive position over other producers who do not have similar systems or


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services in place. We also actively compete against other companies with substantially largersubstantial financial and other resources.

Major CustomerCustomers

        In 2012, three customers accounted for approximately 18%, 12% and 10%, respectively, of our total sales. In 2011, we did not have any one customer account for moregreater than 10% of our total sales. In 2010, one customer accounted for approximately 11% of our total sales. In 2009, two customers accounted for approximately 13% and 11%, respectively, of our total sales. We do not believe that the loss of any of these customers would have a material adverse effect on us because alternative customers are readily available.

Seasonality

        Demand for natural gas has historically been seasonal, with peak demand and typically higher prices occurring during the colder winter months.

Regulation of Oil and Natural Gas Exploration and Production

        Exploration and production operations are subject to various types of regulation at the federal, state and local levels. This regulation includes requiring permits to drill wells, maintaining bonding requirements to drill or operate wells, and regulating the location of wells, the method of drilling and casing wells, the surface use and restoration of properties on which wells are drilled, and the plugging and abandoning of wells. Our operations are also subject to various conservation laws and regulations. These include the regulation of the size of drilling and spacing units or proration units, the density of wells that may be drilled in a given field and the unitization or pooling of oil and natural gas properties. Some states allow the forced pooling or integration of tracts to facilitate exploration while other states rely on voluntary pooling of lands and leases. In addition, state conservation laws establish maximum rates of production from oil and natural gas wells, generally prohibiting the venting or flaring of natural gas and imposing certain requirements regarding the ratability of production. The effect of these regulations is to limit the amounts of oil and natural gas we can produce from our wells, and to limit the number of wells or the locations where we can drill. Because these statutes, rules and regulations undergo constant review and often are amended, expanded and reinterpreted, we are unable to predict the future cost or impact of regulatory compliance. The regulatory burden on the oil


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and gas industry increases its cost of doing business and, consequently, affects its profitability. We do not believe, however, we are affected differently by these regulations than others in the industry.

Natural Gas Marketing, Gathering and Transportation

        Federal legislation and regulatory controls have historically affected the price of the natural gas we produce and the manner in which our production is transported and marketed. Under the Natural Gas Act of 1938 (NGA), the Natural Gas Policy Act of 1978 (NGPA), and the regulations promulgated under those statutes, the FERC regulates the interstate sale for resale of natural gas and the transportation of natural gas in interstate commerce, although facilities used in the production or gathering of natural gas in interstate commerce are generally exempted from FERC jurisdiction. Effective beginning in January 1, 1993, the Natural Gas Wellhead Decontrol Act deregulated natural gas prices for all "first sales" of natural gas, which definition covers all sales of our own production. In addition, as part of the broad industry restructuring initiatives described below, the FERC has granted to all producers such as us a "blanket certificate of public convenience and necessity" authorizing the sale of natural gas for resale without further FERC approvals. As a result of this policy, all of our produced natural gas may now beis sold at market prices, subject to the terms of any private contracts that may be in effect. In addition, under the provisions of the Energy Policy Act of 2005 (2005 Act), the NGA has beenwas amended to prohibit any forms of market manipulation in connection with the purchase or sale of natural gas. Pursuant to the 2005 Act, the FERC established new regulations that are intended to increase natural gas pricing transparency through,by, among other things, requiring market participants to report their gas


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sales transactions annually to the FERC, and new regulations that require certain non-interstate pipelines to post daily scheduled volume information and design capacity for certain points on their systems.FERC. The 2005 Act also significantly increased the penalties for violations of the NGA and the FERC's regulations.regulations up to $1,000,000 per day per violation. In 2010, the FERC issued Penalty Guidelines for the determination of civil penalties in an effort to add greater fairness, consistency and transparency toprocedure under its enforcement program.

        Some of our pipelines are subject to regulation by the FERC. We indirectly own an intrastate natural gas pipeline that provides interstate transportation and storage services pursuant to Section 311 of the NGPA, as well as intrastate transportation and storage services that are regulated by the West Virginia Public Service Commission. For qualified intrastate pipelines, FERC allows interstate transportation service "on behalf of" interstate pipelines or local distribution companies served by interstate pipelines without subjecting the intrastate pipeline to the more comprehensive NGA jurisdiction of the FERC. We provide Section 311 service in accordance with a publicly available Statement of Operating Conditions filed with FERC under rates that are subject to approval by the FERC. On December 26, 2012, we filed with the FERC a petition for rate approval of our existing interstate transportation rates and a proposed decrease of our storage rates. In addition, we have executed a precedent agreement with Constitution Pipeline Company, LLC, a subsidiary of Williams Partners L.P., for transportation capacity and a 25% equity interest in a pipeline to be constructed in the states of New York and Pennsylvania. In April 2012, the project sponsors requested to participate in FERC's pre-filing procedures and, once complete, will need to request and receive a certificate of public convenience and necessity from FERC prior to commencing construction. There is no guarantee that FERC will certify the project or, if they do, that the project scope or timeline for construction will remain unchanged by the regulatory permitting process. If placed into service, the project pipeline will be an interstate pipeline subject to full regulation by FERC under the NGA.

Our production and gathering facilities are not subject to jurisdiction of the FERC; however, our natural gas sales prices nevertheless continue to be affected by intrastate and interstate gas transportation regulation because the prices we receive for our production are affected by the cost of transporting the natural gas once sold to the consuming market. Throughmarket is a series of comprehensive rulemakings, beginningfactor in the prices we receive. Beginning with Order No. 436 in 1985 and continuing through Order No. 636 in 1992 and Order No. 637 in 2000, the FERC has adopted regulatory changesa series of rulemakings that have significantly altered the transportation and marketing of natural gas. These changes were intended by the FERC to foster competition by, among other things, transforming the rolerequiring interstate


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pipeline companies to separate their wholesale gas marketing business from wholesale marketers oftheir gas to the primary role of gas transporters,transportation business, and by increasing the transparency of pricing for pipeline services. The FERC has also established regulations governing the relationship of pipelines with their marketing affiliates, which essentially require that designated employees function independently of each other, and that certain information not be shared. The FERC has also implemented standards relating to the use of electronic data exchange by the pipelines to make transportation information available on a timely basis and to enable transactions to occur on a purely electronic basis.

        In light of these statutory and regulatory changes, most pipelines have divested their natural gas sales functions to marketing affiliates, which operate separately from the transporter and in direct competition with all other merchants, and mostmerchants. Most pipelines have also implemented the large-scale divestiture of their natural gas gathering facilities to affiliated or non-affiliated companies. Interstate pipelines thus now generallyare required to provide unbundled, open and nondiscriminatory transportation and transportation-related services to producers, gas marketing companies, local distribution companies, industrial end users and other customers seeking such services. SellersAs a result of FERC requiring natural gas pipeline companies to separate marketing and transportation services, sellers and buyers of natural gas have gained direct access to the particular pipeline transportation services, they need, and are better able to conduct business with a larger number of counterparties. We believe these changes generally have improved our access to markets while, at the same time, substantially increasing competition in the natural gas marketplace.

        Certain of our pipeline systems and storage fields in West Virginia are regulated for safety compliance by the U.S. Department of Transportation (DOT) and the West Virginia Public Service Commission. In 2002, Congress enacted the Pipeline Safety Improvement Act of 2002 (2002 Act), which contains a number of provisions intended to increase pipeline operating safety. The DOT's final regulations implementing the act became effective February 2004. Among other provisions, the regulations require that pipeline operators implement a pipeline integrity management program that must at a minimum include an inspection of gas transmission and non-rural gathering pipeline facilities in certain locations within ten years, and at least every seven years thereafter. On March 15, 2006, the DOT revised these regulations to define more clearly the categories of gathering facilities subject to DOT regulation, establish new safety rules for certain gathering lines in rural areas, revise the current regulations applicable to safety and inspection of gathering lines in non-rural areas, and adopt new compliance deadlines. The initial baseline assessments under our integrity management program for our pipeline system in West Virginia are 96% complete and are expected to be fully complete by the December 2012 deadline. Clarification from the DOT published in 2009 brought to light the need for further baseline assessments of cased pipeline crossings covered under our integrity management program. Reassessment of our West Virginia pipeline system is scheduled to start in 2013 based on the 7 year reassessment requirement.

        In December 2006, Congress enacted the Pipeline Inspection, Protection, Enforcement and Safety Act of 2006 (PIPES Act), which reauthorized the programs adopted under the 2002 Act, proposed enhancements for state programs to reduce excavation damage to pipelines, established increased federal enforcement of one-call excavation programs, and established a new program for review of


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pipeline security plans and critical facility inspections. Pursuant to the PIPES Act, the DOT issued regulations on May 5, 2011 that would, with limited exceptions, subject all low-stress hazardous liquids pipelines, regardless of location or size, to the DOT's pipeline safety regulations.

        In December 2011, Congress passed the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011. The act increases the maximum civil penalties for pipeline safety administrative enforcement actions; requires the DOT to study and report on the expansion of integrity management requirements, the sufficiency of existing gathering line regulations to ensure safety, and the use of leak detection systems by hazardous liquid pipelines; requires pipeline operators to verify their records on maximum allowable operating pressure; and imposes new emergency response and incident notification requirements.

        On December 3, 2009, the DOT adopted a regulation requiring gas and hazardous liquid pipelines that use supervisory control and data acquisition (SCADA) systems and have at least one controller and control room to develop written control room management procedures by August 1, 2011 and implement the procedures by February 1, 2013. The DOT expedited the program implementation deadline to October 1, 2011 for most of the requirements, except for certain provisions regarding adequate information and alarm management, which have a program implementation deadline of August 1, 2012. Effective January 1, 2011, natural gas and hazardous liquid pipelines became subject to updated reporting requirements with DOT. On August 25, 2011, the DOT issued an Advanced Notice of Proposed Rulemaking in which it explained that the DOT is considering changes to the pipeline safety regulations, including expanding its regulation of gas gathering lines.

We cannot predict what new or different regulations the FERC and other regulatory agencies may adopt, or what effect subsequent regulations may have on our activities. Similarly, it is impossible towe cannot predict what proposals, if any, that affect the oil and natural gas industry might actually be enacted by Congress or the various state legislatures and what effect, if any, such proposals might have on us. Similarly, and despiteFurther, we cannot predict whether the recent trend toward federal deregulation of the natural gas industry whether or to what extent that trend will continue or what the ultimate effect future policies will behave on our salessale of gas, cannot be predicted.gas.

Federal Regulation of Petroleum

        Our sales of oil and natural gas liquids are not regulated and are made at market prices. TheHowever, the price received from the sale of these products is affected by the cost of transporting the products to market. Much of that transportation is through interstate common carrier pipelines.pipelines, which are regulated by the FERC under the Interstate Commerce Act (ICA). FERC requires that pipelines regulated under the ICA file tariffs setting forth the rates and terms and conditions of service, and that such service not be unduly discriminatory or preferential.

        Effective January 1, 1995, the FERC implemented regulations generally grandfathering all previously approved interstate transportation rates and establishing an indexing system for those rates by which annual adjustments are made annually based on the rate of inflation, subject to certain conditions and limitations. These regulations may tend to increase or decrease the cost of transporting oil and natural gas liquids by interstate pipeline, although the annual adjustments may result in decreased rates in a given year. Every five years, the FERC must examine the relationship between the annual change in the applicable index and the actual cost changes experienced in the oil pipeline industry. In December 2010, to implement this required five-year re-determination, the FERC established an upward adjustment in the index to track oil pipeline cost changes and determined that the Producer Price Index for Finished Goods plus 2.65 percent2.65% should be the oil pricing index for the five-year period beginning July 1, 2011. The result of indexing is a "ceiling rate" for each rate, which is the maximum at which the pipeline may set its interstate transportation rates. A pipeline may also file cost-of-service based rates if rate indexing will be insufficient to allow the pipeline to recover its costs. Rates are subject to challenge by protest when they are filed or changed. For indexed rates, complaints alleging that the rates are unjust and unreasonable may only be pursued if the complainant can show that a substantial change has occurred since the enactment of Energy Policy Act of 1992 in either the economic circumstances of the pipeline or in the nature of the services provided, that were a basis for


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the rate. There is no such limitation on complaints alleging that the pipeline's rates or terms and conditions of service are unduly discriminatory or preferential.

        Another FERC matter that may impact our transportation costs relates to a policy that allows a pipeline structured as a master limited partnership or similar non-corporate entity to include in its rates a tax allowance with respect to income for which there is an "actual or potential income tax liability," to be determined on a case by case basis. Generally speaking, where the holder of a partnership unit interest is required to file a tax return that includes partnership income or loss, such unit-holder is presumed to have an actual or potential income tax liability sufficient to support a tax allowance on that partnership income. We


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currently do not transport any of our crude oil or natural gas liquids on a pipeline structured as a master limited partnership.

        We are not ableunable to predict with certainty the effect upon us of these periodic reviews by the FERC of the pipeline index, or of the application of the FERC's policy on income tax allowances.

Pipeline Safety Regulation

        Certain of our pipeline systems and storage fields in West Virginia are regulated for safety compliance by the U.S. Department of Transportation (DOT) and the West Virginia Public Service Commission. In 2002, Congress enacted the Pipeline Safety Improvement Act of 2002 (2002 Act), which contains a number of provisions intended to increase pipeline operating safety. The DOT's final regulations implementing the act became effective February 2004. Among other provisions, the regulations require that pipeline operators implement a pipeline integrity management program that must at a minimum include an inspection of gas transmission and non-rural gathering pipeline facilities in certain locations within ten years, and at least every seven years thereafter. On March 15, 2006, the DOT revised these regulations to define more clearly the categories of gathering facilities subject to DOT regulation, establish new safety rules for certain gathering lines in rural areas, revise the current regulations applicable to safety and inspection of gathering lines in non-rural areas, and adopt new compliance deadlines. The initial baseline assessments under our integrity management program for our pipeline system in West Virginia were completed in January 2013. Pipeline integrity was confirmed at each of the targeted assessment sites. A new seven-year reassessment cycle will begin in 2013.

        In December 2006, Congress enacted the Pipeline Inspection, Protection, Enforcement and Safety Act of 2006 (PIPES Act), which reauthorized the programs adopted under the 2002 Act, proposed enhancements for state programs to reduce excavation damage to pipelines, established increased federal enforcement of one-call excavation programs, and established a new program for review of pipeline security plans and critical facility inspections. Pursuant to the PIPES Act, the DOT issued regulations on May 5, 2011 that would, with limited exceptions, subject all low-stress hazardous liquids pipelines, regardless of location or size, to the DOT's pipeline safety regulations.

        In December 2011, Congress passed the Pipeline Safety, Regulatory Certainty, and Job Creation Act of 2011. The act increased the maximum civil penalties for pipeline safety administrative enforcement actions; required the DOT to issue regulations requiring the use of automatic or remote-controlled shutoff valves on new and rebuilt pipelines and to study and report on the expansion of integrity management requirements, the sufficiency of existing gathering line regulations to ensure safety, and the use of leak detection systems by hazardous liquid pipelines; required pipeline operators to verify their records on maximum allowable operating pressure; and imposed new emergency response and incident notification requirements. The act reflects many of the areas of possible regulatory change described in an Advance Notice of Proposed Rulemaking issued by the DOT on August 18, 2011. Aside from rules contained in the act, which include revisions to DOT's civil penalty authority and the requirement that pipelines verify maximum allowable operating pressure, the DOT has not yet promulgated any new regulations required by the act.


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        On December 3, 2009, the DOT adopted a regulation requiring gas and hazardous liquid pipelines that use supervisory control and data acquisition (SCADA) systems and have at least one controller and control room to develop written control room management procedures by August 1, 2011 and implement the procedures by February 1, 2013. The DOT expedited the program implementation deadline to October 1, 2011 for most of the requirements, except for certain provisions regarding adequate information and alarm management, which had a program implementation deadline of August 1, 2012. We developed and implemented the required control room management procedures in accordance with the deadlines. Effective January 1, 2011, natural gas and hazardous liquid pipelines also became subject to updated reporting requirements with DOT.

        The cost of compliance with DOT's integrity management rules depends on integrity testing and the repairs found to be necessary by such testing. Changes to the amount of pipe subject to integrity management, whether by expansion of the definition of the type of areas subject to integrity management procedures or of the applicability of such procedures outside of those defined areas can have a significant impact on costs we may incur to ensure compliance. In the future other laws and regulations may be enacted or adopted or existing laws may be reinterpreted in a manner that could impact our compliance costs. In addition, we may be subject to DOT's enforcement actions and penalties for failure to comply with pipeline regulations.

Environmental and Safety Regulations

        General.    Our operations are subject to extensive federal, state and local laws and regulations relating to the generation, storage, handling, emission, transportation and discharge of materials into the environment. Permits are required for the operation of our various facilities. These permits can be revoked, modified or renewed by issuing authorities. Governmental authorities enforce compliance with their regulations through fines, injunctions or both. Government regulations can increase the cost of planning, designing, installing and operating, and can affect the timing of installing and operating, oil and natural gas facilities. Although we believe that compliance with environmental regulations will not have a material adverse effect on us, risks of substantial costs and liabilities related to environmental compliance issues are part of oil and natural gas production operations. No assurance can be given that significant costs and liabilities will not be incurred. Also, it is possible that other developments, such as stricter environmental laws and regulations, and claims for damages to property or persons resulting from oil and natural gas production could result in substantial costs and liabilities to us.

        The transition zone and shallow-water areas of the U.S. Gulf Coast are ecologically sensitive. Environmental issues have led to higher drilling costs and a more difficult and lengthy well permitting process. U.S. laws and regulations applicable to our operations include those controlling the discharge of materials into the environment, requiring removal and cleanup of materials that may harm the environment, requiring consistency with applicable coastal zone management plans, or otherwise relating to the protection of the environment.

        Solid and Hazardous Waste.    We currently own or lease, and have in the past owned or leased, numerous properties that were used for the production of oil and natural gas for many years. Although operating and disposal practices that were standard in the industry at the time may have been utilized, it is possible that hydrocarbons or other wastes may have been disposed of or released on or under the properties currently owned or leased by us. State and federal laws applicable to oil and gas wastes and properties have become stricter over time. Under these increasingly stringent requirements, we could be required to remove or remediate previously disposed wastes (including wastes disposed or released by prior owners and operators) or clean up property contamination (including groundwater contamination by prior owners or operators) or to perform plugging operations to prevent future contamination.


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        We generate some hazardous wastes that are already subject to the Federal Resource Conservation and Recovery Act (RCRA) and comparable state statutes. The Environmental Protection Agency (EPA) has limited the disposal options for certain hazardous wastes. It is possible that certain wastes currently exempt from treatment as hazardous wastes may in the future be designated as hazardous wastes under RCRA or other applicable statutes. We could, therefore, be subject to more rigorous and costly disposal requirements in the future than we encounter today.

        Superfund.    The Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), also known as the "Superfund" law, and comparable state laws and regulations impose liability, without regard to fault or the legality of the original conduct, on certain persons with respect to the release of hazardous substances into the environment. These persons include the current and past owners and operators of a site where the release occurred and any party that treated or disposed of or arranged for the treatment or disposal of hazardous substances found at a site. Under CERCLA, such persons may be subject to joint and several strict liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources


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and for the costs of certain health studies. CERCLA also authorizes the EPA, and in some cases, private parties, to undertake actions to clean up such hazardous substances, or to recover the costs of such actions from the responsible parties. In addition, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury and property damage allegedly caused by the hazardous substances released into the environment. In the course of business, we have used materials and generated wastes and will continue to use materials and generate wastes that may fall within CERCLA's definition of hazardous substances. We may also be an owner or operator of sites on which hazardous substances have been released. As a result, we may be responsible under CERCLA for all or part of the costs to clean up sites where such substances have been released.

        Oil Pollution Act.    The Federal Oil Pollution Act of 1990 (OPA) and resulting regulations impose a variety of obligations on responsible parties related to the prevention of oil spills and liability for damages resulting from such spills in waters of the United States. The term "waters of the United States" has been broadly defined to include inland water bodies, including wetlands and intermittent streams. The OPA assigns joint and several strict liability to each responsible party for oil removal costs and a variety of public and private damages. We believe that we substantially comply with the Oil Pollution Act and related federal regulations.

        Clean Water Act.    The Federal Water Pollution Control Act (Clean Water Act) and resulting regulations, which are primarily implemented through a system of permits, also govern the discharge of certain contaminants into waters of the United States. Sanctions for failure to comply strictly with the Clean Water Act are generally resolved by payment of fines and correction of any identified deficiencies. However, regulatory agencies could require us to cease construction or operation of certain facilities or to cease hauling wastewaters to facilities owned by others that are the source of water discharges. We believe that we substantially comply with the Clean Water Act and related federal and state regulations.

        Clean Air Act.    Our operations are subject to the Federal Clean Air Act and comparable local and state laws and regulations to control emissions from sources of air pollution. Federal and state laws require new and modified sources of air pollutants to obtain permits prior to commencing construction. Major sources of air pollutants are subject to more stringent, federally imposed requirements including additional permits. Federal and state laws designed to control toxic air pollutants might require installation of additional controls. Payment of fines and correction of any identified deficiencies generally resolve penalties for failure to comply strictly with air regulations or permits. Regulatory agencies could also require us to cease construction or operation of certain facilities or to install additional controls on certain facilities that are air emission sources. We believe that we substantially comply with the emission standards under local, state, and federal laws and regulations.


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        Hydraulic Fracturing.    Many of our exploration and production operations depend on the use of hydraulic fracturing to enhance production from oil and natural gas wells. This technology involves the injection of fluids—usually consisting mostly of water but typically including small amounts of several chemical additives—as well as sand into a well under high pressure in order to create fractures in the rock that allow oil or natural gas to flow more freely to the wellbore. Most of our wells would not be economical without the use of hydraulic fracturing to stimulate production from the well. Due to concerns raised relating to potential impacts of hydraulic fracturing on groundwater quality, legislative and regulatory efforts at the federal level and in some states have been initiated to render permitting and compliance requirements more stringent for hydraulic fracturing or prohibit the activity altogether. Such efforts could have an adverse effect on oil and natural gas production activities. For additional information about hydraulic fracturing and related environmental matters, please read "Item 1A. Risk"Risk Factors—Federal and state legislation and regulatory initiatives related to hydraulic fracturing could result in increased costs and operating restrictions or delays."


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        Greenhouse Gas.    In response to recent studies suggesting that emissions of carbon dioxide and certain other gases may be contributing to global climate change, the U.S. Congress has considered legislation to reduce emissions of greenhouse gases from sources within the United States between 2012 and 2050. In addition, almost one-half of the states have already taken legal measures to reduce emissions of greenhouse gases, primarily through the planned development of greenhouse gas emission inventories and/or regional greenhouse gas cap and trade programs. The EPA has also begun to regulate carbon dioxide and other greenhouse gas emissions under existing provisions of the Clean Air Act. Please read "Item 1A. Risk"Risk Factors—Climate change and climate change legislation and regulatory initiatives could result in increased operating costs and decreased demand for the oil and gas."natural gas that we produce" in Item 1A.

        OSHA and Other Laws and Regulations.    We are subject to the requirements of the federal Occupational Safety and Health Act (OSHA), and comparable state laws. The OSHA hazard communication standard, the EPA community right-to-know regulations under the Title III of CERCLA and similar state laws require that we organize and/or disclose information about hazardous materials used or produced in our operations. Also, pursuant to OSHA, the Occupational Safety and Health Administration has established a variety of standards related to workplace exposure to hazardous substances and employee health and safety.

Employees

        As of December 31, 2011,2012, we had 529589 active employees. We recognize that our success is significantly influenced by the relationship we maintain with our employees. Overall, we believe that our relations with our employees are satisfactory. The Company and its employees are not represented by a collective bargaining agreement.

Website Access to Company Reports

        We make available free of charge through our website, www.cabotog.com, our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (SEC). Information on our website is not a part of this report. In addition, the SEC maintains an Internet site at www.sec.gov that contains reports, proxy and information statements and other information filed by the Company.us. The public may read and copy materials that we file with the SEC at the SEC's Public Reference Room located at 100 F Street, NE, Washington, DC 20549. Information regarding the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330.


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Corporate Governance Matters

        The Company'sOur Corporate Governance Guidelines, Corporate Bylaws, Code of Business Conduct, Audit Committee Charter, Corporate Governance and Nominations Committee Charter, Compensation Committee Charter and AuditSafety and Environmental Affairs Committee Charter are available on the Company'sour website at www.cabotog.com, under the "Governance" section of "Investor Info."About Cabot." Requests can also be made in writing to Investor Relations at our corporate headquarters at Three Memorial City Plaza, 840 Gessner Road, Suite 1400, Houston, Texas, 77024.

ITEM 1A.    RISK FACTORS

Natural gas and oil prices fluctuate widely, and low prices for an extended period of time arewould likely to have a material adverse impact on our business.

        Our revenues, operating results, financial condition and ability to borrow funds or obtain additional capital depend substantially on prevailing prices for natural gas and, to a lesser extent, oil. Lower commodity prices may reduce the amount of natural gas and oil that we can produce economically. Historically, natural gas and oil prices and markets have been volatile, with prices fluctuating widely, and they are likely to continue to be volatile. Natural gas prices have decreased from an average price of $4.39 per Mmbtu in 2010 to an average price of $4.04 per Mmbtu in 2011. Natural gas prices were $3.36 per Mmbtu in December 2011 and have continued to decline to $2.68 per Mmbtu in February 2012. Natural gas prices represent the first of the month Henry Hub index price per Mmbtu. Oil prices have increased from an average price of $77.32 per barrel in 2010 to an average price of $94.01 per barrel in 2011. Depressed prices in the future would have a negative impact on our


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future financial results.results and could result in an impairment charge. See "Future natural gas and oil price declines may result in write-downs of the carrying amount of our assets, which could materially and adversely affect our results of operations." Because our reserves are predominantly natural gas, changes in natural gas prices have a more significant impact on our financial results.

        Prices for natural gas and oil are subject to wide fluctuations in response to relatively minor changes in the supply of and demand for natural gas and oil, market uncertainty and a variety of additional factors that are beyond our control. These factors include:include but are not limited to the following:


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        These factors and the volatile nature of the energy markets make it impossible to predict with any certainty the future prices of natural gas and oil. If natural gas prices decline significantly for a sustained period of time, the lower prices may adversely affect our ability to make planned expenditures, raise additional capital or meet our financial obligations.

Drilling natural gas and oil wells is a high-risk activity.

        Our growth is materially dependent upon the success of our drilling program. Drilling for natural gas and oil involves numerous risks, including the risk that no commercially productive natural gas or oil reservoirs will be encountered. The cost of drilling, completing and operating wells is substantial and uncertain, and drilling operations may be curtailed, delayed or cancelled as a result of a variety of factors beyond our control, including:

        Our future drilling activities may not be successful and, if unsuccessful, such failure will have an adverse effect on our future results of operations and financial condition. Our overall drilling success rate or our drilling success rate for activity within a particular geographic area may decline. We may ultimately not be able to lease or drill identified or budgeted prospects within our expected time frame, or at all. We may not be able to lease or drill a particular prospect because, in some cases, we identify a prospect or drilling location before seeking an option or lease rights in the prospect or location.


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Similarly, our drilling schedule may vary from our capital budget. The final determination with respect to the drilling of any scheduled or budgeted wells will be dependent on a number of factors, including:


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    the availability of leases and permits on reasonable terms for the prospects.prospects and any delays in obtaining such permits.

        These projects may not be successfully developed and the wells, if drilled, may not encounter reservoirs of commercially productive natural gas or oil.

Our proved reserves are estimates. Any material inaccuracies in our reserve estimates or underlying assumptions could cause the quantities and net present value of our reserves to be overstated or understated.

        Reserve engineering is a subjective process of estimating underground accumulations of natural gas and crude oil that cannot be measured in an exact manner. The process of estimating quantities of proved reserves is complex and inherently imprecise, and the reserve data included in this document are only estimates. The process relies on interpretations of available geologic, geophysical, engineering and production data. The extent, quality and reliability of this technical data can vary. The process also requires certain economic assumptions, some of which are mandated by the SEC, such as natural gas and oil prices. Additional assumptions include drilling and operating expenses, capital expenditures, taxes and availability of funds. Furthermore, different reserve engineers may make different estimates of reserves and cash flows based on the same data.

        Results of drilling, testing and production subsequent to the date of an estimate may justify revising the original estimate. Accordingly, initial reserve estimates often vary from the quantities of natural gas and crude oil that are ultimately recovered, and such variances may be material. Any significant variance could reduce the estimated quantities and present value of our reserves.

        You should not assume that the present value of future net cash flows from our proved reserves is the current market value of our estimated natural gas and oil reserves. In accordance with SEC requirements, we base the estimated discounted future net cash flows from our proved reserves on the 12-month average crude oil and natural gas index prices, calculated as the unweighted arithmetic average for the first day of the month price for each month and costs in effect on the date of the estimate, holding the prices and costs constant throughout the life of the properties. Actual future prices and costs may differ materially from those used in the net present value estimate, and future net present value estimates using then current prices and costs may be significantly less than the current estimate. In addition, the 10% discount factor we use when calculating discounted future net cash flows for reporting requirements in compliance with the Financial Accounting Standards Board (FASB) in Accounting Standards Codification 932applicable accounting standards may not be the most appropriate discount factor based on interest rates in effect from time to time and risks associated with us or the oil and gas industry in general.

Future natural gas and oil industryprice declines may result in general.write-downs of the carrying amount of our assets, which could materially and adversely affect our results of operations.

        The value of our assets depends on prices of natural gas and crude oil. Declines in these prices as well as increases in development costs, changes in well performance, delays in asset development or deterioration of drilling results may result in our having to make material downward adjustments to our estimated proved reserves, and could result in an impairment charge and a corresponding write-down of the carrying amount of our oil and natural gas properties.

        We evaluate our oil and gas properties for impairment on a field-by-field basis whenever events or changes in circumstances indicate a property's carrying amount may not be recoverable. We compare expected undiscounted future cash flows to the net book value of the asset. If the future undiscounted expected cash flows, based on our estimate of future crude oil and natural gas prices, operating costs and anticipated production from proved reserves (also potentially including risk-adjusted probable and possible reserves from time to time), are lower than the net book value of the asset, the capitalized cost is reduced to fair value. Commodity pricing is estimated by using a combination of assumptions management uses in its budgeting and forecasting process as well as historical and current prices


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adjusted for geographical location and quality differentials, as well as other factors that management believes will impact realizable prices. In the event that commodity prices decline further, there could be a significant revision in the future.

Our future performance depends on our ability to find or acquire additional natural gas and oil reserves that are economically recoverable.

        In general, the production rate of natural gas and oil properties declines as reserves are depleted, with the rate of decline depending on reservoir characteristics. Unless we successfully replace the reserves that we produce, our reserves will decline, eventually resulting in a decrease in natural gas and


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oil production and lower revenues and cash flow from operations. Our future natural gas and oil production is, therefore, highly dependent on our level of success in finding or acquiring additional reserves. We may not be able to replace reserves through our exploration, development and exploitation activities or by acquiring properties at acceptable costs. Low natural gas and oil prices may further limit the kinds of reserves that we can develop economically. Lower prices also decrease our cash flow and may cause us to decrease capital expenditures.produce economically.

        Our reserve report estimates that production from our proved developed reserves as of December 31, 20112012 will increase at an estimated rate of 6%9% during 20122013 and then decline at estimated rates of 30%36%, 22% and 16%17% during 2013, 2014, 2015 and 2015,2016, respectively. Future development of proved undeveloped and other reserves currently not classified as proved developed producing will impact these rates of decline. Because of higher initial decline rates from newly developed reserves, we consider this pattern fairly typical.

        Exploration, development and exploitation activities involve numerous risks that may result in dry holes, the failure to produce natural gas and oil in commercial quantities and the inability to fully produce discovered reserves.

We have substantial capital requirements, and we may not be able to obtain needed financing on satisfactory terms, if at all.

        We rely upon access to both our revolving credit facility and longer-term capital markets as sources of liquidity for any capital requirements not satisfied by the cash flow from operations or other sources. Future challenges in the global financial system, including the capital markets, may adversely affect our business and our financial condition. Our ability to access the capital markets may be restricted at a time when we desire, or need, to raise capital, which could have an impact on our flexibility to react to changing economic and business conditions. Adverse economic and market conditions could adversely affect the collectability of our trade receivables and cause our commodity hedging counterparties to be unable to perform their obligations or to seek bankruptcy protection. Future challenges in the economy could also lead to reduced demand for natural gas which could have a negative impact on our revenues.

Strategic determinations, including the allocation of capital and other resources to strategic opportunities, are challenging, and our failure to appropriately allocate capital and resources among our strategic opportunities may adversely affect our financial condition and reduce our growth rate.

        Our future growth prospects are dependent upon our ability to identify optimal strategies for our business. In developing our business plan, we considered allocating capital and other resources to various aspects of our businesses including well-development (primarily drilling), reserve acquisitions, exploratory activity, corporate items and other alternatives. We also considered our likely sources of capital. Notwithstanding the determinations made in the development of our 2013 plan, business opportunities not previously identified periodically come to our attention, including possible acquisitions and dispositions. If we fail to identify optimal business strategies, or fail to optimize our capital investment and capital raising opportunities and the use of our other resources in furtherance of


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our business strategies, our financial condition and growth rate may be adversely affected. Moreover, economic or other circumstances may change from those contemplated by our 2013 plan, and our failure to recognize or respond to those changes may limit our ability to achieve our objectives.

Negative public perception regarding us and/or our industry could have an adverse effect on our operations.

        Negative public perception regarding us and/or our industry resulting from, among other things, concerns raised by advocacy groups about hydraulic fracturing, the oil spill in the Gulf of Mexico, and the explosion of natural gas transmission lines in California and elsewhere, may lead to increased regulatory scrutiny which may, in turn, lead to new state and federal safety and environmental laws, regulations, guidelines and enforcement interpretations. These action may cause operational delays or restrictions, increased operating costs, additional regulatory burdens and increased risk of litigation. Moreover, governmental authorities exercise considerable discretion in the timing and scope of permit issuance and the public may engage in the permitting process, including through intervention in the courts. Negative public perception could cause the permits we need to conduct our operations to be withheld, delayed, or burdened by requirements that restrict our ability to profitably conduct our business.

Increased drilling in the shale formations may cause pipeline and gathering system capacity constraints that may limit our ability to sell natural gas and/or receive market prices for our natural gas.

        The Marcellus Shale wells we have drilled to date have generally reported very high initial production rates. If drilling in the Marcellus Shale continues to be successful, the amount of natural gas being produced in the area from these new wells, as well as natural gas produced from other existing wells, may exceed the capacity of the various gathering and intrastate or interstate transportation pipelines currently available. In such event, this could result in wells being shut in or awaiting a pipeline connection or capacity and/or natural gas being sold at much lower prices than those quoted on NYMEX or than we currently project, which would adversely affect our results of operations and cash flows.

We are subject to complex laws and regulations, including environmental and safety regulations, which can adversely affect the cost, manner or feasibility of doing business.

        Our operations are subject to extensive federal, state and local laws and regulations, including drilling, permitting and safety laws and regulations and those relating to the generation, storage, handling, emission, transportation and discharge of materials into the environment. These laws and regulations can adversely affect the cost, manner or feasibility of doing business. Many laws and regulations require permits for the operation of various facilities, and these permits are subject to revocation, modification and renewal. Governmental authorities have the power to enforce compliance with their regulations, and violations could subject us to fines, injunctions or both. These laws and regulations have increased the costs of planning, designing, drilling, installing and operating natural gas and oil facilities, and new laws and regulations or revisions or reinterpretations of existing laws and regulations could further increase these costs. Increased scrutiny of our industry may also occur as a result of EPA's 2011-2013 National Enforcement Initiative, "Assuring Energy Extraction Activities Comply with Environmental Laws," through which EPA will address incidences of noncompliance from natural gas extraction and production activities that may cause or contribute to significant harm to public health and/or the environment. In addition, we may be liable for environmental damages caused by previous owners of property we purchase or lease. Risks of substantial costs and liabilities related to environmental compliance issues are inherent in natural gas and oil operations. For example, we could be required to install expensive pollution control measures or limit or cease activities on lands located within wilderness, wetlands or other environmentally or politically sensitive areas. Failure to comply with these laws also may result in the suspension or termination of our operations and subject us to


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administrative, civil and criminal penalties as well as the imposition of corrective action orders. It is possible that other developments, such as stricter environmental laws and regulations, and claims for damages to property or persons resulting from natural gas and oil production, would result in substantial costs and liabilities.

Acquired properties may not be worth what we pay due to uncertainties in evaluating recoverable reserves and other expected benefits, as well as potential liabilities.

        Successful property acquisitions require an assessment of a number of factors beyond our control. These factors include estimates of recoverable reserves, exploration potential, future natural gas and oil prices, operating costs, production taxes and potential environmental and other liabilities. These assessments are complex and inherently imprecise. Our review of the properties we acquire may not reveal all existing or potential problems. In addition, our review may not allow us to fully assess the potential deficiencies of the properties. We do not inspect every well, and even when we inspect a well we may not discover structural, subsurface, or environmental problems that may exist or arise.

        There may be threatened or contemplated claims against the assets or businesses we acquire related to environmental, title, regulatory, tax, contract, litigation or other matters of which we are unaware, which could materially and adversely affect our production, revenues and results of operations. We may not be entitled to contractual indemnification for pre-closing liabilities, including environmental liabilities, and our contractual indemnification may not be effective. Often,At times, we acquire interests in properties on an "as is" basis with limited representations and warranties and limited remedies for breaches of such representations and warranties. If anIn addition, significant acquisitions can change the nature of our operations and business if the acquired property is not performing as originally estimated, we mayproperties have an impairment which could have a material adverse effect onsubstantially different operating and geological characteristics or are in different geographic locations than our financial position and results of operations.existing properties.

The integration of the properties we acquire could be difficult, and may divert management's attention away from our existing operations.

        The integration of the properties we acquire could be difficult, and may divert management's attention and financial resources away from our existing operations. These difficulties include:

    the challenge of integrating the acquired properties while carrying on the ongoing operations of our business;

    the inability to retain key employees of the acquired business;

    potential lack of operating experience in a geographic market of the acquired properties; and

    the possibility of faulty assumptions underlying our expectations.

        The process of integrating our operations could cause an interruption of, or loss of momentum in, the activities of our business. Members of our management may be required to devote considerable amounts of time to this integration process, which will decrease the time they will have to manage our existing business. If management is not able to effectively manage the integration process, or if any significant business activities are interrupted as a result of the integration process, our business could suffer.


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We face a variety of hazards and risks that could cause substantial financial losses.

        Our business involves a variety of operating risks, including:

    well site blowouts, cratering and explosions;

    equipment failures;

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    pipe or cement failures and casing collapses, which can release natural gas, oil, drilling fluids or hydraulic fracturing fluids;

    uncontrolled flows of natural gas, oil or well fluids;

    pipeline ruptures;

    fires;

    formations with abnormal pressures;

    handling and disposal of materials, including drilling fluids and hydraulic fracturing fluids;

    release of toxic gas;

    buildup of naturally occurring radioactive materials;

    pollution and other environmental risks;risks, including conditions caused by previous owners or lessors of our properties; and

    natural disasters.

        Any of these events could result in injury or loss of human life, loss of hydrocarbons, significant damage to or destruction of property, environmental pollution, regulatory investigations and penalties, suspension or impairment of our operations and substantial losses to us.

        Our operation of natural gas gathering and pipeline systems also involves various risks, including the risk of explosions and environmental hazards caused by pipeline leaks and ruptures. The location of pipelines near populated areas, including residential areas, commercial business centers and industrial sites, could increase these risks. As of December 31, 2011,2012, we owned or operated approximately 3,1053,134 miles of natural gas gathering and pipeline systems. As part of our normal maintenance program, we have identified certain segments of our pipelines that we believe periodically require repair, replacement or additional maintenance.

We may not be insured against all of the operating risks to which we are exposed.

        We maintain insurance against some, but not all, of these risks and losses. We do not carry business interruption insurance. In addition, pollution and environmental risks generally are not fully insurable. The occurrence of an event not fully covered by insurance could have a material adverse effect on our financial position, results of operations and cash flows.

We have limited control over the activities on properties we do not operate.

        Other companies operate some of the properties in which we have an interest. Non-operated wells represented approximately 11.0%11.7% of our total owned gross wells, or approximately 3.1%3.7% of our owned net wells, as of December 31, 2011.2012. We have limited ability to influence or control the operation or future development of these non-operated properties, including compliance with environmental, safety and other regulations, or the amount of capital expenditures that we are required to fund with respect to them. The failure of an operator of our wells to adequately perform operations, an operator's breach of the applicable agreements or an operator's failure to act in ways that are in our best interest could reduce our production and revenues. Our dependence on the operator and other working interest owners for these projects and our limited ability to influence or control the operation and future development of these properties could materially adversely affect the realization of our targeted returns on capital in drilling or acquisition activities and lead to unexpected future costs.


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Terrorist activities and the potential for military and other actions could adversely affect our business.

        The threat of terrorism and the impact of military and other action have caused instability in world financial markets and could lead to increased volatility in prices for natural gas and oil, all of which could adversely affect the markets for our operations. Future acts of terrorism, including cybersecurity threats to gain unauthorized access to sensitive information or to render data or systems unusable, could be directed against companies operating in the United States. The U.S. government has issued public warnings that indicate that energy assets might be specific targets of terrorist organizations. These developments have subjected our operations to increased risk and, depending on their ultimate magnitude, could have a material adverse effect on our business.

Our ability to sell our natural gas and oil production could be materially harmed if we fail to obtain adequate services such as transportation and processing.

        The sale of our natural gas and oil production depends on a number of factors beyond our control, including the availability and capacity of transportation and processing facilities. We deliver our natural gas and oil production primarily through gathering systems and pipelines that we do not own. The lack of available of capacity on these systems and facilities could reduce the price offered for our production or result in the shut-in of producing wells or the delay or discontinuance of development plans for properties. Third-party systems and facilities may be unavailable due to market conditions or mechanical or other reasons. To the extent these services are unavailable, we would be unable to realize revenue from wells served by such facilities until suitable arrangements are made to market our production. Our failure to obtain these services on acceptable terms could materially harm our business.

Competition in our industry is intense, and many of our competitors have substantially greater financial and technological resources than we do, which could adversely affect our competitive position.

        Competition in the natural gas and oil industry is intense. Major and independent natural gas and oil companies actively bid for desirable natural gas and oil properties, as well as for the capital, equipment and labor required to operate and develop these properties. Our competitive position is affected by price, contract terms and quality of service, including pipeline connection times, distribution efficiencies and reliable delivery record. Many of our competitors have financial and technological resources and exploration and development budgets that are substantially greater than ours. These companies may be able to pay more for exploratory projects and productive natural gas and oil properties and may be able to define, evaluate, bid for and purchase a greater number of properties and prospects than our financial or human resources permit. In addition, these companies may be able to expend greater resources on the existing and changing technologies that we believe are and will be increasingly important to attaining success in the industry. These companies may also have a greater ability to continue drilling activities during periods of low natural gas and oil prices and to absorb the burden of current and future governmental regulations and taxation.

We may have hedging arrangements that expose us to risk of financial loss and limit the benefit to us of increases in prices for natural gas and oil.

        From time to time, when we believe that market conditions are favorable, we use certain derivative financial instruments to manage price risksrisk associated with our natural gas and crude oil production. While there are many different types of derivatives available, we utilized natural gasgenerally utilize collar and crude oil swap agreements and crude oil collar agreements for portions of our 2011 production to attempt to manage price risk more effectively. During 2011, we also entered into crude oil swaps to hedge our price exposure on our 2012 production, natural gas swaps to hedge our price exposure on our 2011 and 2012 production and natural gas collars to hedge our price exposure on our 2013 production. In addition, we also have natural gas basis swaps covering a portion of anticipated 2012 production, which do not qualify for hedge accounting.

        The collar arrangements are put and call options used to establish floor and ceiling commodity prices for a fixed volume of production during a certain time period. They provide for payments to counterparties if the index price exceeds the ceiling and payments from the counterparties if the index price falls below


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price falls below the floor. The price swapsswap agreements call for payments to, or receipts from, counterparties based on whether the marketindex price of natural gas or crude oil for the period is greater or less than the fixed price established for that period when the swap is put in place. These hedging arrangements limit the benefit to us of increases in prices. In addition, these arrangements expose us to risks of financial loss in a variety of circumstances, including when:

    a counterparty is unable to satisfy its obligations;

    production is less than expected; or

    there is an adverse change in the expected differential between the underlying price in the derivative instrument and actual prices received for our production.

        We will continue to evaluate the benefit of employingutilizing derivatives in the future. Please read "Management's Discussion and Analysis of Financial Condition and Results of Operations" in Item 7 and "Quantitative and Qualitative Disclosures about Market Risk" in Item 7A for further discussion concerning our use of derivatives.

The loss of key personnel could adversely affect our ability to operate.

        Our operations are dependent upon a relatively small group of key management and technical personnel, and one or more of these individuals could leave our employment. The unexpected loss of the services of one or more of these individuals could have a detrimental effect on us. In addition, our drilling success and the success of other activities integral to our operations will depend, in part, on our ability to attract and retain experienced geologists, engineers and other professionals. Competition for experienced geologists, engineers and some other professionals is extremely intense. If we cannot retain our technical personnel or attract additional experienced technical personnel, our ability to compete could be harmed.

We are subject to complex laws and regulations, including environmental regulations, which can adversely affect the cost, manner or feasibility of doing business.

        Our operations are subject to extensive federal, state and local laws and regulations, including tax laws and regulations and those relating to the generation, storage, handling, emission, transportation and discharge of materials into the environment. These laws and regulations can adversely affect the cost, manner or feasibility of doing business. Many laws and regulations require permits for the operation of various facilities, and these permits are subject to revocation, modification and renewal. Governmental authorities have the power to enforce compliance with their regulations, and violations could subject us to fines, injunctions or both. These laws and regulations have increased the costs of planning, designing, drilling, installing and operating natural gas and oil facilities. In addition, we may be liable for environmental damages caused by previous owners of property we purchase or lease. Risks of substantial costs and liabilities related to environmental compliance issues are inherent in natural gas and oil operations. It is possible that other developments, such as stricter environmental laws and regulations, and claims for damages to property or persons resulting from natural gas and oil production, would result in substantial costs and liabilities.

Federal and state legislation and regulatory initiatives related to hydraulic fracturing could result in increased costs and operating restrictions or delays.

        ManyMost of our exploration and production operations depend on the use of hydraulic fracturing to enhance production from oil and gas wells. This technology involves the injection of fluids—usually consisting mostly of water but typically including small amounts of several chemical additives—as well as sand or other proppants into a well under high pressure in order to create fractures in the rock that allow oil or gas to flow more freely to the wellbore. Most of our wells would not be economical without the use of


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hydraulic fracturing to stimulate production from the well. Hydraulic fracturing operations have historically been overseen by state regulators as part of their oil and gas regulatory programs; however, the EPA has asserted federal regulatory authority over certain hydraulic fracturing activities involving diesel under the Safe Drinking Water Act and has released draft permitting guidance for hydraulic fracturing activities that use diesel in fracturing fluids in those states where EPA is developing guidance documents related to this newly asserted regulatory authority.the permitting authority, including Pennsylvania. As a result, we may be subject to additional permitting requirements for hydraulic fracturing operations as well as various restrictions on those operations. These permitting requirements and restrictions could result in delays in operations at well sites as well as increased costs to make wells productive. Moreover,In addition, legislation introduced in Congress would provide for federal regulation of hydraulic fracturing under the Safe Drinking Water Act and require the public disclosure of certain information regarding the chemical makeup of hydraulic fracturing fluids,fluids. Moreover, on November 23, 2011, the EPA announced that it was granting in part a petition to initiate a rulemaking under the Toxic Substances Control Act, relating to chemical substances and wemixtures used in oil and gas exploration and production. Further, on May 4, 2012, the Department of the Interior's Bureau of Land Management ("BLM") issued a proposed rule to regulate hydraulic fracturing on public and Indian land. The rule would require companies to publicly disclose the chemicals used in hydraulic fracturing operations to the BLM after fracturing operations have been


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completed and includes provisions addressing well-bore integrity and flowback water management plans. We voluntarily disclose on a well-by-well basis the chemicals we use in the hydraulic fracturing process at www.fracfocus.org.

        On August 16, 2012, the EPA published final rules that establish new air emission control requirements for natural gas and NGL production, processing and transportation activities, including New Source Performance Standards to address emissions of sulfur dioxide and volatile organic compounds, and National Emission Standards for Hazardous Air Pollutants (NESHAPS) to address hazardous air pollutants frequently associated with gas production and processing activities. Among other things, these final rules require the reduction of volatile organic compound emissions from natural gas wells through the use of reduced emission completions or "green completions" on all hydraulically fractured wells constructed or refractured after January 1, 2015. In addition, gas wells are required to use completion combustion device equipment (i.e., flaring) by October 15, 2012 if emissions cannot be directed to a gathering line. Further, the final rules under NESHAPS include maximum achievable control technology (MACT) standards for "small" glycol dehydrators that are located at major sources of hazardous air pollutants and modifications to the leak detection standards for valves. We are currently reviewing this new rule and assessing its potential impacts. Compliance with these requirements, especially the imposition of these green completion requirements, may require modifications to certain of our operations, including the installation of new equipment to control emissions at the well site that could result in significant costs, including increased capital expenditures and operating costs, and could adversely impact our business.

In addition to these federal legislative and regulatory proposals, some states in which we operate, such as Pennsylvania, West Virginia, Texas, Kansas, Louisiana and Montana, and certain local governments have adopted, and others are considering adopting, regulations that could restrict hydraulic fracturing in certain circumstances, including requirements regarding chemical disclosure, casing and cementing of wells, withdrawal of water for use in high-volume hydraulic fracturing of horizontal wells, baseline testing of nearby water wells, and restrictions on the type of additives that may be used in hydraulic fracturing operations. For example, the Railroad Commission of Texas adopted rules in December 2011 requiring disclosure of certain information regarding the components used in the hydraulic fracturing process. In addition, bothPennsylvania's Act 13 of 2012 became law on February 14, 2012 and amended the State of Pennsylvaniastate's Oil and Gas Act to impose an impact fee for drilling, increase setbacks from certain local governments in that state have adopted a variety of regulations limiting how and where fracturing can be performed. Moreover, in April 2011,water sources, require water management plans, increase civil penalties, strengthen the Pennsylvania Department of Environmental ProtectionProtection's (PaDEP) authority over the issuance of drilling permits, and require the disclosure of chemical information regarding the components in hydraulic fracturing fluids.

        We use a significant amount of water in our hydraulic fracturing operations. Our inability to locate sufficient amounts of water, or dispose of or recycle water used in our E&P operations, could adversely impact our operations. Moreover, new environmental initiatives and regulations could include restrictions on our ability to conduct certain operations such as hydraulic fracturing or disposal of waste, including, but not limited to, produced water, drilling fluids and other wastes associated with the exploration, development or production of natural gas. Compliance with environmental regulations and permit requirements governing the withdrawal, storage and use of surface water or groundwater necessary for hydraulic fracturing of wells may increase our operating costs and cause delays, interruptions or termination of our operations, the extent of which cannot be predicted, all of which could have an adverse affect on our operations and financial condition. For example, in April 2011, PaDEP called on all Marcellus Shale natural gas drilling operators to voluntarily cease by May 19, 2011 delivering wastewater to those centralized treatment facilities that were grandfathered from the application of last year'sPaDEP's Total Dissolved Solids regulations. Further, on July 22,In October 2011, the Pennsylvania Governor's Marcellus Shale Advisory Commission released its report setting forth 96 recommendations on a varietyEPA announced that it plans to develop standards for disposal of issues relatedwastewater produced from shale gas operations to natural gas developmentpublicly owned treatment works (POTWs), which will be proposed in Pennsylvania. These recommendations are related to infrastructure; public health, safety, and environmental protection; local impact and emergency response; and economic and workforce development.2014. The Commission maderegulations will be developed


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under the most recommendations inEPA's Effluent Guidelines Program under the area of public health, safety and environmental protection, including doubling penalties authorized for violationsauthority of the OilClean Water Act. In response to these actions, operators including us have begun to rely more on recycling of flowback and Gas Act; increasing bonding requirements; authorizing the PaDEPproduced water from well sites as a preferred alternative to suspend, revoke or deny permits on a quicker timeframe for violations or failure to correct violations; expanding a well operator's presumed liability for impaired water quality; amending well stimulation and completion reporting requirements to require disclosure of hazardous chemicals used in fracturing; and other issues related to fracturing operations. Some or all of these recommendations will likely be acted upon and may result in the adoption of new laws and regulations governing shale gas development in the Marcellus Shale in Pennsylvania that could result in substantial changes in the way natural gas activities are conducted in the area. If these types of conditions are imposed, we could be subject to increased costs and possibly limits on the productivity of certain wells.disposal.

        Certain governmental reviews are either underway or being proposed that focus on environmental aspects of hydraulic fracturing practices. The White House Council on Environmental Quality is coordinating an administration-wide review of hydraulic fracturing practices, and a committee of the U.S. House of Representatives has conducted an investigation of hydraulic fracturing practices. Furthermore, aA number of federal agencies are analyzing, or have been requested to review, a variety of environmental issues associated with hydraulic fracturing.fracturing practices. The EPA has commencedis conducting a study of the potential environmental effects of hydraulic fracturing on drinking water and groundwater, with initial resultsgroundwater. The EPA released of a progress report outlining work currently underway on December 21, 2012 and is expected to be available by late 2012 andrelease a draft report of final results in 2014. This study and other studies that may be undertaken by 2014. In addition, the U.S. Department of Energy is conducting an investigation into practices the agency could recommend to better protect the environment from drilling using hydraulic fracturing completion methods. Also, the U.S. Department of the Interior is considering disclosure requirementsEPA or other mandates for hydraulic fracturing on federal lands.


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        Additionally, certain members of Congress have called upon the U.S. Government Accountability Office to investigate how hydraulic fracturing might adversely affect water resources, the U.S. Securities and Exchange Commission to investigate the natural gas industry and any possible misleading of investors or the public regarding the economic feasibility of pursuing natural gas deposits in shales by means of hydraulic fracturing, and the U.S. Energy Information Administration to provide a better understanding of that agency's estimates regarding natural gas reserves, including reserves from shale formations, as well as uncertainties associated with those estimates. These ongoing or proposed studies, depending on their degree of pursuit and any meaningful results obtained,agencies could spur initiatives to further regulate hydraulic fracturing under the Safe Drinking Water Act, the Toxic Substances Control Act, or other statutory and/or regulatory mechanisms.

        Further, President Obama created the Interagency Working Group on July 28, 2011, the EPA issued proposed rules that would subject oil and gas production, processing, transmission, storage and distribution operations to regulation under the New Source Performance Standards (NSPS) and National Emission Standards for Hazardous Air Pollutants (NESHAPS) programs. The EPA proposed rules also include NSPS standards for completions of hydraulically fractured gas wells. These standards include the reduced emission completion techniques developed in the EPA'sUnconventional Natural Gas STAR program alongand Oil by Executive Order on April 13, 2012, which is charged with the pit flaring ofcoordinating and aligning federal agency research and scientific studies on unconventional natural gas not sent to the gathering line. The standards would be applicable to newly drilled and fractured wells as well as existing wells that are refractured. Further, the proposed regulations under NESHAPS include maximum achievable control technology (MACT) standards for those glycol dehydrators and storage vessels at major sources of hazardous air pollutants not currently subject to MACT standards. We are currently evaluating the effect these proposed rules could have on our business. Final action on the proposed rules is expected by April 2012.oil resources.

Climate change and climate change legislation and regulatory initiatives could result in increased operating costs and decreased demand for the oil and natural gas that we produce.

        There is increasing attention in the United States and worldwide concerning the issue of climate change and the effect of greenhouse gases. In the United States, climate change action is evolving at the state, regional and federal levels. On December 17, 2010, the EPA amended the "Mandatory Reporting of Greenhouse Gases" final rule ("Reporting Rule") originally issued in September 2009. The Reporting Rule establishes a new comprehensive scheme requiring operators of stationary sources emitting more than established annual thresholds of carbon dioxide-equivalent greenhouse gases to inventory and report their greenhouse gases emissions annually on a facility-by-facility basis. In addition, on December 15, 2009, the EPA published a Final Rule finding that current and projected concentrations of six key greenhouse gases in the atmosphere threaten public health and the welfare of current and future generations. The EPA also found that the combined emissions of these greenhouse gases from new motor vehicles and new motor vehicle engines contribute to pollution that threatens public health and welfare. This Final Rule, also known as the EPA's Endangerment Finding, does not impose any requirements on industry or other entities directly. However, following issuance of the Endangerment Finding, EPA promulgated final motor vehicle GHG emission standards on April 1, 2010, the effect of which could reduce demand for motor fuels refined from crude oil. Also, according to the EPA, the final motor vehicle GHG standards will trigger construction and operating permit requirements for stationary sources. Thus, on June 3, 2010, EPA issued a final rule to address permitting of GHG emissions from stationary sources under the Clean Air Act's Prevention of Significant Deterioration ("PSD") and Title V programs. This final rule "tailors" the PSD and Title V programs to apply to certain stationary sources of GHG emissions in a multi step process, with the largest sources first subject to permitting. In addition, on November 8, 2010, EPA finalized new GHG reporting requirements for upstream petroleum and natural gas systems, which will be added to EPA's GHG Reporting Rule. Facilities containing petroleum and natural gas systems that emit 25,000 metric tons or more of CO2 equivalent per year will now bewere required to report annual GHG emissions to EPA, withfor the first report due ontime by September 28, 2012. We submitted our report in compliance with the deadline.


Table        In addition, Congress has from time to time considered adopting legislation to reduce emissions of Contents

        Internationally, in 2005, the Kyoto Protocol to the 1992 United Nations Framework Convention on Climate Change, which establishes a binding set of emission targets for greenhouse gases, became binding on all those countries that had ratified it. International discussions are currently underway to extend the Kyoto Protocol's expiration date of 2012 and to develop a treaty to replace the Kyoto Protocol after its expiration.gases. While it is not possible at this time to predict how regulation or legislation that may be enacted to address greenhouse gases emissions would impact our business, the modification of existing laws or regulations or the adoption of new laws or regulations curtailing oil and gas exploration in the areas of the United States in which we operate could materially and adversely affect our operations by limiting drilling opportunities or imposing materially increased costs.costs, such as costs to purchase and operate emissions control systems, to acquire emissions allowances or comply with new


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regulatory or reporting requirements. In addition, existing or new laws, regulations or treaties (including incentives to conserve energy or use alternative energy sources) could have a negative impact on our business if such incentives reduce demand for oil and gas.

        Moreover, in 2005, the Kyoto Protocol to the 1992 United Nations Framework Convention on Climate Change, which establishes a binding set of emission targets for greenhouse gases, became binding on all those countries that had ratified it. Ongoing international discussions following the United Nations Climate Change Conference in Doha, Qatar in December 2012 are exploring options to replace the Kyoto Protocol.

        Moreover, some experts believe climate change poses potential physical risks, including an increase in sea level and changes in weather conditions, such as an increase in changes in precipitation and extreme weather events. To the extent that such unfavorable weather conditions are exacerbated by global climate change or otherwise, our operations may be adversely affected to a greater degree than we have previously experienced, including increased delays and costs. However, the uncertain nature of changes in extreme weather events (such as increased frequency, duration, and severity) and the long period of time over which any changes would take place make estimating any future financial risk to our operations caused by these potential physical risks of climate change extremely challenging.

Certain federal income tax law changes have been proposed that, if passed, would have an adverse effect on our financial position, results of operations, and cash flows.

        Substantive changes to existing federal income tax laws have been proposed that, if adopted, would repeal many tax incentives and deductions that are currently used by U.S. oil and gas companies and would impose new taxes. The proposals include: repeal of the percentage depletion allowance for oil and natural gas properties; elimination of the ability to fully deduct intangible drilling costs in the year incurred; increase in the taxation of foreign source income; repeal of the manufacturing tax deduction for oil and gas companies; and increase in the geological and geophysical amortization period for independent producers. Should some or all of these proposals become law, our taxes will increase, potentially significantly, which would have a negative impact on our net income and cash flows. This could also reduce our drilling activities in the U.S. Since none of these proposals have yet to become law, we do not know the ultimate impact these proposed changes may have on our business.

Provisions of Delaware law and our bylaws and charter could discourage change in control transactions and prevent stockholders from receiving a premium on their investment.

        Our bylaws provide for a classified Board of Directors with staggered terms, and our charter authorizes our Board of Directors to set the terms of preferred stock. In addition, Delaware law contains provisions that impose restrictions on business combinations with interested parties. Our bylaws prohibit stockholder action by written consent and limitplace procedural requirements and limitations on stockholder proposals at meetings of stockholders. Because of these provisions of our charter, bylaws and Delaware law, persons considering unsolicited tender offers or other unilateral takeover proposals may be more likely to negotiate with our Board of Directors rather than pursue non-negotiated takeover attempts. As a result, these provisions may make it more difficult for our stockholders to benefit from transactions that are opposed by an incumbent Board of Directors.

The personal liability of our directors for monetary damages for breach of their fiduciary duty of care is limited by the Delaware General Corporation Law and by our charter.

        The Delaware General Corporation Law allows corporations to limit available relief for the breach of directors' duty of care to equitable remedies such as injunction or rescission. Our charter limits the


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liability of our directors to the fullest extent permitted by Delaware law. Specifically, our directors will


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not be personally liable for monetary damages for any breach of their fiduciary duty as a director, except for liability:

    for any breach of their duty of loyalty to the company or our stockholders;

    for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;

    under provisions relating to unlawful payments of dividends or unlawful stock repurchases or redemptions; and

    for any transaction from which the director derived an improper personal benefit.

        This limitation may have the effect of reducing the likelihood of derivative litigation against directors, and may discourage or deter stockholders or management from bringing a lawsuit against directors for breach of their duty of care, even though such an action, if successful, might otherwise have benefited our stockholders.

ITEM 1B.    UNRESOLVED STAFF COMMENTS

        None.

ITEM 3.    LEGAL PROCEEDINGS

Legal Matters

        The information set forth under the heading "Legal Matters" in Note 78 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K is incorporated by reference in response to this item.

        In August 2011, the Company received a subpoena from the New York Attorney General's Office requesting documents and information regarding the Company's shale and unconventional reservoir reserves calculations. The Company is providing documents and information responsive to the request and is cooperating with the Attorney General's Office in the matter.

Environmental Matters

        The information set forth under the heading "Environmental Matters" in Note 78 of the Notes to Consolidated Financial Statements included in Item 8 of this Annual Report on Form 10-K is incorporated by reference in response to this item.

        The Company hasWe have received a number of Notices of Violation from the Pennsylvania Department of Environmental Protection (PaDEP)PaDEP relating to alleged violations, primarily with respect to the Pennsylvania Clean Streams Law, the Pennsylvania Oil and Gas Act and the Pennsylvania Solid Waste Management Act and the rules and regulations promulgated thereunder. The Company hasWe have responded to these Notices of Violation, hashave remediated the areas in question and isare actively cooperating with the PaDEP. While the Companywe cannot predict with certainty whether these Notices of Violation will result in fines and/or penalties, if fines and/or penalties are imposed, the aggregate of these fines and/or penalties could result in monetary sanctions in excess of $100,000.


Table        On June 27, 2012, we received a letter from the United States Army Corps of ContentsEngineers (USACE) regarding our construction of 60,000 linear feet of a natural gas pipeline in Susquehanna County, Pennsylvania in 2008. The USACE alleged that construction of certain sections of the pipeline was not in compliance with the Clean Water Act. This pipeline was sold to a third party in 2010. We are actively cooperating with the USACE's investigation regarding this matter.

ITEM 4.    MINE SAFETY DISCLOSUREDISCLOSURES

        Not applicable.


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EXECUTIVE OFFICERS OF THE REGISTRANT

        The following table shows certain information as of February 17, 201221, 2013 about our executive officers, as such term is defined in Rule 3b-7 of the Securities Exchange Act of 1934, and certain of our other officers.

Name
 Age Position Officer
Since
  Age Position Officer
Since
 
Dan O. Dinges 58 Chairman, President and Chief Executive Officer 2001  59 Chairman, President and Chief Executive Officer 2001 
Scott C. Schroeder 49 Vice President, Chief Financial Officer and Treasurer 1997  50 Vice President, Chief Financial Officer and Treasurer 1997 
G. Kevin Cunningham 58 Vice President, General Counsel 2010  59 Vice President, General Counsel 2010 
Robert G. Drake 64 Vice President, Information Services and Operational Accounting 1998  65 Vice President, Information Services and Operational Accounting 1998 
Jeffrey W. Hutton 56 Vice President, Marketing 1995  57 Vice President, Marketing 1995 
Todd L. Liebl 54 Vice President, Land and Business Development 2012  55 Vice President, Land and Business Development 2012 
Steven W. Lindeman 51 Vice President, Engineering and Technology 2011  52 Vice President, Engineering and Technology 2011 
Lisa A. Machesney 56 Vice President 1995 
James M. Reid 60 Vice President, Regional Manager South Region 2009  61 Vice President, Regional Manager South Region 2009 
Phillip L. Stalnaker 52 Vice President, Regional Manager North Region 2009  53 Vice President, Regional Manager North Region 2009 
Todd M. Roemer 41 Controller 2010  42 Controller 2010 
Deidre L. Shearer 44 Managing Counsel and Corporate Secretary 2012  45 Corporate Secretary and Managing Counsel 2012 

        All officers are elected annually by our Board of Directors. All of the executive officers have been employed by Cabot Oil & Gas Corporation for at least the last five years, except for Mr. G. Kevin Cunningham, Mr. Todd L. Liebl, Mr. Todd M. Roemer and Ms. Deidre L. Shearer.

        Mr. Cunningham joined the Company in November 2009 as Associate General Counsel and was appointed as General Counsel in September 2010 and promoted to Vice President in 2011. Before joining the Company, Mr. Cunningham was Regional Counsel-Southern Division at Chesapeake Energy from 2006 until November 2009. He is a graduate of the University of Texas School of Law and has worked at Fortune 500 E&P companies in both legal and business positions since 1982.

        Mr. Liebl joined the Company in September 2008 as South Region Land Manager, promoted to Director of Land in June 2010, Director of Land and Business Development in February 2011 and Vice President in February 2012. Previously, Mr. Liebl held positions with Anadarko Petroleum and most recently Chesapeake Energy from April 2007 until he joined the Company. He holds a Bachelor of Business Administration degree in Petroleum Land Management from the University of Oklahoma.

        Mr. Roemer joined the Company in February 2010 after a 14 year career in PricewaterhouseCoopers' energy practice. He is a graduate of the University of Houston—Clear Lake with a Bachelor of Science degree in Accounting. Mr. Roemer is a Certified Public Accountant.

        Ms. Shearer joined the Company in December 2011 and was appointed Managing Counsel and Corporate Secretary in February 2012. Prior to joining the Company, Ms. Shearer was Assistant General Counsel of KBR, Inc., from January 2007, where she was responsible for corporate governance and SEC and NYSE compliance matters. Ms. Shearer received her J.D. degree from The University of Texas School of Law in 1992 and was primarily in private practice until she joined KBR.


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PART II

ITEM 5.    MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

        Our common stock is listed and principally traded on the New York Stock Exchange under the ticker symbol "COG." The following table presents the high and low closing sales prices per share of our common stock during certain periods, as reported in the consolidated transaction reporting system. Cash dividends paid per share of the common stock are also shown. A regular dividend has been declared each quarter since we became a public company in 1990.

        On January 3, 2012, the Board of Directors declared a 2-for-1 split of our common stock in the form of a stock dividend. The stock dividend was distributed on January 25, 2012 to shareholders of record on January 17, 2012. All common stock accounts and per share data, including cash dividends per share, have been retroactively adjusted to give effect to the 2-for-1 split of our common stock.


 High Low Dividends  High Low Dividends 

2012

 

First Quarter

 $41.36 $30.25 $0.02 

Second Quarter

 $41.24 $29.54 $0.02 

Third Quarter

 $45.86 $38.97 $0.02 

Fourth Quarter

 $51.07 $42.94 $0.02 

2011

  

First Quarter

 $26.70 $18.72 $0.015  $26.70 $18.72 $0.015 

Second Quarter

 $33.16 $25.47 $0.015  $33.16 $25.47 $0.015 

Third Quarter

 $38.56 $29.65 $0.015  $38.56 $29.65 $0.015 

Fourth Quarter

 $44.30 $29.29 $0.015  $44.30 $29.29 $0.015 

2010

 

First Quarter

 $23.12 $18.20 $0.015 

Second Quarter

 $20.26 $15.17 $0.015 

Third Quarter

 $16.81 $13.50 $0.015 

Fourth Quarter

 $18.93 $14.14 $0.015 

        As of February 1, 2012,2013, there were 470445 registered holders of theour common stock.

ISSUER PURCHASES OF EQUITY SECURITIES

        OurOn October 26, 2006, 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. During 2011,2012, we did not repurchase any shares of common stock. All purchases executed to date have been through open market transactions. The maximum number of remaining shares that may be purchased under the plan as of December 31, 20112012 was 9,590,600, after giving effect to the 2-for-1 stock split effected in January 2012.9,590,600.


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PERFORMANCE GRAPH

        The following graph compares our common stock performance ("COG") with the performance of the Standard & Poors' 500 Stock Index and the Dow Jones USU.S. Exploration & Production Index for the period December 20062007 through December 2011.2012. The graph assumes that the value of the investment in our common stock and in each index was $100 on December 31, 20062007 and that all dividends were reinvested.

Calculated Values*
 2006 2007 2008 2009 2010 2011 

S&P 500

 $100.00 $105.49 $66.46 $84.05 $96.71 $98.75 

COG

 $100.00 $133.54 $86.27 $145.14 $126.48 $254.16 

Dow Jones US Exploration & Production

 $100.00 $143.67 $86.02 $120.92 $141.16 $135.25 

*
Year-end closing values.
Calculated Values*
 2007 2008 2009 2010 2011 2012 

COG

 $100.00 $64.60 $108.69 $94.71 $190.32 $249.96 

S&P 500

 $100.00 $63.00 $79.67 $91.67 $93.61 $108.59 

Dow Jones U.S. Exploration & Production

 $100.00 $59.88 $84.17 $98.26 $94.14 $99.62 

        The performance graph above is furnished and not filed for purposes of Section 18 of the Securities Exchange Act of 1934 and will not be incorporated by reference into any registration statement filed under the Securities Act of 1933 unless specifically identified therein as being incorporated therein by reference. The performance graph is not soliciting material subject to Regulation 14A.


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ITEM 6.    SELECTED FINANCIAL DATA

        The following table summarizes our selected consolidated financial data for the periods indicated. This information should be read in conjunction with Management's Discussion and Analysis of Financial Condition and Results of Operations in Item 7, and the Consolidated Financial Statements and related Notes in Item 8.

 
 Year Ended December 31, 
(In thousands, except per share amounts)
 2011 2010 2009 2008 2007 

Statement of Operations Data

                

Operating Revenues

 $979,864 $863,104 $893,085 $956,746 $741,130 

Impairment of Oil and Gas Properties and Other Assets

    40,903  17,622  35,700  4,614 

Gain / (Loss) on Sale of Assets(1)

  63,382  106,294  (3,303) 1,143  13,448 

Gain on Settlement of Dispute(2)

        51,906   

Income from Operations

  306,850  266,439  282,269  372,012  274,693 

Net Income

  122,408  103,386  148,343  211,290  167,423 

Basic Earnings per Share(3)

 
$

0.59
 
$

0.50
 
$

0.72
 
$

1.05
 
$

0.87
 

Diluted Earnings per Share(3)

 $0.58 $0.49 $0.71 $1.04 $0.86 

Dividends per Common Share(3)

 $0.06 $0.06 $0.06 $0.06 $0.06 

Balance Sheet Data

                

Properties and Equipment, Net

 $3,934,584 $3,762,760 $3,358,199 $3,135,828 $1,908,117 

Total Assets

  4,331,493  4,005,031  3,683,401  3,701,664  2,208,594 

Current Portion of Long-Term Debt

        35,857  20,000 

Long-Term Debt

  950,000  975,000  805,000  831,143  330,000 

Stockholders' Equity

  2,104,768  1,872,700  1,812,514  1,790,562  1,070,257 
 
 Year Ended December 31, 
(In thousands, except per share amounts)
 2012 2011 2010 2009 2008 

Statement of Operations Data

                

Operating revenues

 $1,204,546 $979,864 $863,104 $893,085 $956,746 

Impairment of oil and gas properties and other assets

      40,903  17,622  35,700 

Gain / (loss) on sale of assets(1)

  50,635  63,382  106,294  (3,303) 1,143 

Gain on settlement of dispute(2)

          51,906 

Income from operations

  306,133  306,850  266,439  282,269  372,012 

Net income

  131,730  122,408  103,386  148,343  211,290 

Basic earnings per share(3)

 
$

0.63
 
$

0.59
 
$

0.50
 
$

0.72
 
$

1.05
 

Diluted earnings per share(3)

 $0.62 $0.58 $0.49 $0.71 $1.04 

Dividends per common share(3)

 $0.08 $0.06 $0.06 $0.06 $0.06 


 
 December 31, 
(In thousands)
 2012 2011 2010 2009 2008 

Balance Sheet Data

                

Properties and equipment, net

 $4,310,977 $3,934,584 $3,762,760 $3,358,199 $3,135,828 

Total assets

  4,616,313  4,331,493  4,005,031  3,683,401  3,701,664 

Current portion of long-term debt

  75,000        35,857 

Long-term debt

  1,012,000  950,000  975,000  805,000  831,143 

Stockholders' equity

  2,131,447  2,104,768  1,872,700  1,812,514  1,790,562 

(1)
Gain on Salesale of Assetsassets in 2012 includes a $67.0 million gain from the sale of certain Pearsall Shale undeveloped leaseholds in south Texas and an $18.2 million loss from the sale of certain proved oil and gas properties located in south Texas. Gain on sale of assets in 2011 includes a $34.2 million gain from the sale of certain Haynesville and Bossier Shale oil and gas properties and an aggregate gain of $29.2 million from the sale of various other properties during the year. Gain on Salesale of Assetsassets in 2010 includes a $40.7 million from the sale of the Company'sour investment in Tourmaline, a $49.3 million gain from the sale of our Pennsylvania gathering infrastructure and an aggregate gain of $16.3 million from the sale of various other properties during the year. Gain on Sale of Assets for 2007 includes $12.3 million related to the disposition of our remaining offshore portfolio and certain south Louisiana properties.

(2)
Gain on Settlementsettlement of Disputedispute is associated with the Company's settlement of a dispute in the fourth quarter of 2008. The dispute settlement includesinclude the value of cash and properties receivedreceived..

(3)
All Earnings per Shareshare and Dividends per Common Sharecommon share figures have been retroactively adjusted for the 2-for-1 split of our common stock effective January 25, 20122012..

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ITEM 7.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        The following discussion is intended to assist you in understanding our results of operations and our present financial condition. Our Consolidated Financial Statements and the accompanying Notes to the Consolidated Financial Statements included elsewhere in this Form 10-K contain additional information that should be referred to when reviewing this material.

        As a result of our production growth and the commencement of various transportation and gathering agreements in 2011, we began separately reporting our transportation and gathering costs as a component of operating expenses in the Consolidated Statement of Operations. Previously reported transportation and gathering costs were reflected as a component of Natural Gas Revenues and have been reclassified to conform to current year presentation. Accordingly, previously reported operating revenues and operating expenses have increased with no impact on previously reported net income.

        On January 3, 2012, the Board of Directors declared a 2-for-1 split of our common stock in the form of a stock dividend. The stock dividend was distributed on January 25, 2012 to shareholders of record as of January 17, 2012. All common stock accounts and per share data have been retroactively adjusted to give effect to the 2-for-1 split of our common stock.

        Statements in this discussion may be forward-looking. These forward-looking statements involve risks and uncertainties, including those discussed below, which could cause actual results to differ from those expressed. Please read "Forward-Looking Information" for further details.

OVERVIEW

        Cabot Oil & Gas Corporation is a leading independentOn an equivalent basis, our production in 2012 increased by 43% from 2011. We produced 267.7 Bcfe, or 731.4 Mmcfe per day, in 2012, compared to 187.5 Bcfe, or 513.7 Mmcfe per day, in 2011. Natural gas production increased by 74.4 Bcf, or 42%, to 253.2 Bcf in 2012 compared to 178.8 Bcf in 2011. This increase was primarily the result of increased production in the Marcellus Shale associated with our drilling program and continued expansion of infrastructure in the area. Partially offsetting the production increase in the Marcellus Shale was the sale of certain oil and gas company engaged in the development, exploitation, exploration, production and marketing of natural gas, crude oil and, to a lesser extent, natural gas liquids from its properties in the continental United States. We also transport, store, gatherRockies in the fourth quarter of 2011 along with decreases in production primarily in Texas, Oklahoma and produceWest Virginia due to a shift from natural gas for resale. Our exploitationto liquids drilling and exploration activities are concentratednormal production declines. Crude oil/condensate/NGL production increased by 964 Mbbls, or 67%, from 1,443 Mbbls in areas with known hydrocarbon resources, which are conducive2011 to multi-well, repeatable2,407 Mbbls in 2012. This increase was primarily the result of increased production resulting from our Eagle Ford Shale drilling programs. Our program is designed to be disciplinedin south Texas and balanced, with a focus on achieving strong financial returns.

        We evaluate three types of investment alternatives that compete for available capital: drilling opportunities, financial opportunities such as debt repayment or repurchase of common stock, and acquisition opportunities. Depending on circumstances, we allocate capital among the alternatives based on a rate-of-return approach. Our goal is to invest capitalMarmaton oil play in the highest return opportunities available at any given time that meet our strategic objectives. At any one time, one or more of these may not be economically feasible.Oklahoma.

        Our financial results depend uponon many factors, particularly the price of natural gas and crude oil, and our ability to market our production on economically attractive terms. Price volatility in the commodity markets has remained prevalent in the last few years. Our average realized natural gas andprice for 2012 was $3.67 per Mcf, 18% lower than the $4.46 per Mcf price realized in 2011. Our average realized crude oil price for 2012 was $4.46$101.65 per Mcf andBbl, 12% higher than the $90.49 per Bbl respectively,price realized in 2011. In an effortThese realized prices include realized gains and losses resulting from commodity derivatives. For information about the impact of these derivatives on realized prices, refer to manage commodity price risk, we opportunistically enter into natural gas and crude oil price swaps and collars. These financial instruments are a component"Results of our risk management strategy.

Operations" in Item 7. Commodity prices are impacteddetermined 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, NGL and crude oil prices and, therefore, we cannot determine with any degree of certainty what effect increases or decreases will have on our capital program, production volumes andor future revenues. In addition to production volumes and


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commodity prices, finding and developing sufficient amounts of crude oil and natural gas reserves at economical costs are critical to our long-term success. See "Risk Factors—Natural gas and oil prices fluctuate widely, and low prices for an extended period of time arewould likely to have a material adverse impact on our business" and "Risk Factors—Our future performance depends on our ability to find or acquire additional natural gas and oil reserves that are economically recoverable" in Item 1A.

        The table below illustrates how natural gas prices have fluctuated by month over 2010 and 2011. "Index" represents the first of the month Henry Hub index price per Mmbtu. The "2010" and "2011" price is the natural gas price per Mcf realized by us and includes the realized impact of our natural gas derivative instruments, as applicable:

 
 Natural Gas Prices by Month—2011 
 
 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 

Index

 $4.22 $4.32 $3.79 $4.24 $4.38 $4.33 $4.36 $4.38 $3.85 $3.76 $3.51 $3.36 

2011

 $4.64 $4.97 $4.46 $4.76 $4.72 $4.55 $4.71 $4.70 $4.33 $4.14 $3.89 $4.03 


 
 Natural Gas Prices by Month—2010 
 
 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 

Index

 $5.82 $5.28 $4.81 $3.84 $4.27 $4.16 $4.73 $4.78 $3.64 $3.84 $3.29 $4.27 

2010

 $7.10 $6.61 $6.43 $5.52 $5.66 $5.76 $5.81 $5.76 $5.00 $5.13 $4.80 $5.57 

        The table below illustrates how crude oil prices have fluctuated by month over 2010 and 2011. "Index" represents the NYMEX monthly average crude oil price. The "2010" and "2011" price is the crude oil price per Bbl realized by us and includes the realized impact of our crude oil derivative instruments:

 
 Crude Oil Prices by Month—2011 
 
 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 

Index

 $88.81 $88.86 $93.57 $104.00 $108.15 $99.49 $93.40 $98.14 $84.12 $86.89 $85.30 $97.41 

2011

 $84.65 $85.19 $92.37 $96.16 $95.44 $93.82 $92.99 $85.17 $83.59 $86.99 $93.97 $94.46 


 
 Crude Oil Prices by Month—2010 
 
 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec 

Index

 $72.47 $77.62 $80.16 $81.25 $83.45 $68.01 $77.21 $77.44 $73.46 $73.52 $81.77 $81.51 

2010

 $101.75 $96.32 $95.25 $97.07 $94.48 $98.82 $99.00 $101.47 $94.95 $101.01 $97.51 $100.24 

        Natural gas revenues increased from 2010 to 2011 as a result of increased natural gas production, partially offset by decreased commodity prices. Crude oil revenues increased from 2010 to 2011 primarily due to increased crude oil production partially offset by decreased realized prices. Prices, including the realized impact of derivative instruments, decreased by 22% for natural gas and 8% for crude oil.

We drilled 161 gross wells with a success rate of over 99% in 2011 compared to 113170 gross wells with a success rate of 98% in 2010. Total2012 compared to 161 gross wells with a success rate of 99% in 2011. Our 2012 total capital and exploration expenditures increased by $14.0spending was $978.5 million compared to $905.5 million in 2011 compared to $891.5 million in 2010. The2011. This increase in spending was substantially driven by an expanded Marcellus shaleShale horizontal drilling program and increases in our drilling programs innortheast Pennsylvania, the Eagle Ford oil shaleShale in south Texas, including a portion towards the Pearsall Shale, and the Marmaton oil play in Oklahoma. We believe our cash on handIn both 2012 and operating cash flow in 2012 will be sufficient to fund our budgeted capital and exploration spending between $750 and $790 million. Any additional needs are expected to be funded by borrowings from our credit facility.

        Our 2012 strategy will remain consistent with 2011. While2011, we consider acquisitions from time to time, we remain focused on pursuing drilling opportunities that provide more predictable results on our


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accumulated acreage position. Additionally, we intend to maintain spending discipline and manage our balance sheet in an effort to ensure sufficient liquidity, including cash resources and available credit. For 2012, we have allocated our planned program for capital and exploration expenditures primarilyamong our various operating areas based on return expectations, availability of services and human resources. We plan to continue such method of allocation in 2013. Our 2013 drilling program includes between $950.0 million and $1.0 billion in capital and exploration expenditures. Funding of the Marcellus shale in northeast Pennsylvania, the Eagle Ford oil shale in south Texasprogram is expected to be provided by operating cash flow, existing cash and, to a lesser extent, the Marmaton oil play in Oklahoma. We believe these strategies are appropriate forif required, borrowings under our portfoliocredit facility.


Table of projects and the current commodity pricing environment and will continue to add shareholder value over the long-term.Contents

        The preceding paragraphs, discussing our strategic pursuits and goals, contain forward-looking information. Please read "Forward-Looking Information" for further details.

FINANCIAL CONDITION

Capital Resources and Liquidity

        Our primary sources of cash in 20112012 were from funds generated from the sale of natural gas and crude oil production (including hedge realizations), borrowings under our credit facility andproceeds from the sales of certain oil and gas properties and other assets during the year.year and borrowings under our credit facility. These cash flows were primarily used to fund our capital and exploration expenditures, in addition to repayments of debt and related interest, final contributions to fund the liquidation of our pension plansplan and dividends. See below for additional discussion and analysis of cash flow.

        We generate cash from the sale of natural gas and crude oil.        Operating cash flow fluctuations are substantially driven by commodity prices and changes in our production volumes.volumes and operating expenses. Prices for natural gas and crude oil and natural gas have historically been volatile, including seasonal influences characterized by peak demand and higher prices in the winter heating season; however, the impact of other risks and uncertainties 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 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 credit facility and liquidity available to meet our working capital requirements.

 
 Year Ended December 31, 
(In thousands)
 2011 2010 2009 

Cash Flows Provided by Operating Activities

 $501,839 $484,911 $614,052 

Cash Flows Used in Investing Activities

  (487,620) (613,741) (531,027)

Cash Flows Provided by / (Used in) Financing Activities

  (40,257) 144,621  (70,968)
        

Net Increase / (Decrease) in Cash and Cash Equivalents

 $(26,038)$15,791 $12,057 
        
 
 Year Ended December 31, 
(In thousands)
 2012 2011 2010 

Cash flows provided by operating activities

 $652,093 $501,839 $484,911 

Cash flows used in investing activities

  (765,514) (487,620) (613,741)

Cash flows provided by / (used in) financing activities

  114,246  (40,257) 144,621 
        

Net increase / (decrease) in cash and cash equivalents

 $825 $(26,038)$15,791 
        

Operating Activities

        Key components impacting netNet cash provided by operating cash flows are commodityactivities in 2012 increased by $150.3 million over 2011. This increase was primarily due to higher operating revenues that outpaced the increase in operating expenses (excluding non-cash expenses). This increase was partially offset by changes in working capital and long-term assets and liabilities. The increase in operating revenues was primarily due to an increase in equivalent production and higher realized crude oil prices partially offset by lower realized natural gas prices. Equivalent production volumes increased by 43% for 2012 compared to 2011 as a result of higher natural gas and operating expenses.crude oil production. Average realized natural gas prices decreased by 18% for 2012 compared to 2011, while average realized crude oil prices increased by 12% compared to the same period.

        Net cash provided by operating activities in 2011 increased by $16.9 million over 2010. This increase was primarily due to increased operating income in 2011 as a result of higher operating revenues that outpaced the increase in operating expenses.expenses (excluding non-cash expenses). This increase was offset by changes in working capital which decreased operating cash flows. The increase in operating revenues was primarily due to an increase in equivalent production partially offset by lower realized natural gas and crude oil prices. Equivalent production volumes increased by 44% forin 2011 compared to 2010 as a result ofprimarily due to higher natural gas and crude oil production. Average realized natural gas prices decreased by 22% in 2011 compared to 2010 and average realized crude oil prices decreased by 8% over the same period.


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22% for 2011 compared to 2010. Average realized crude oil prices decreased by 8% compared to the same period.

        Net cash provided by operating activities in 2010 decreased by $129.1 million over 2009. This decrease was mainly due to a decrease in oil and gas revenues and higher operating and interest expense. Average realized natural gas prices decreased by 25% in 2010 compared to 2009 and average realized crude oil prices increased by 14% over the same period. Equivalent production volumes increased by 27% in 2010 compared to 2009 primarily due to higher natural gas and crude oil production.

        See "Results of Operations" for additional information relative to commodity price, production and operating expense movements. 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.

Investing Activities

        The primary use of cash in investing activities was capital and exploration expenditures. We established theour budget for these amounts based on our current estimate of future commodity prices and cash flows. Due to the volatility of commodity prices and new opportunities which may arise, our capital expenditures may be periodically adjusted during any given year.

        Cash flows used in investing activities increased by $277.9 million from 2011 to 2012 and decreased by $126.1 million from 2010 to 2011. The increase from 2011 to 2012 was due to a decrease of $234.3 million of proceeds from the sale of assets, an increase of $36.7 million in capital and increased by $82.7exploration expenditures and an increase of $6.9 million from 2009 to 2010.associated with our equity investment in Constitution. The decrease from 2010 to 2011 was due to an increase of $160.1 million of proceeds from the sale of assets partially offset by an increase of $34.0 million in capital and exploration expenditures.

        The increaseFinancing Activities

        Cash flows provided by financing activities increased by $154.5 million from 20092011 to 20102012. This was primarily due to an$162.0 million of higher net borrowings ($70.0 million increase in borrowings and $92.0 million decrease in repayment of $246.0 million in capital and exploration expendituresdebt), partially offset by an increase in dividends paid of $163.3$4.2 million and cash paid for capitalized debt issuance costs of proceeds from the sale of assets.

Financing Activities

$4.0 million. Cash flows used in financing activities increased by $184.9 million from 2010 to 2011. This was primarily due to a decrease in net borrowings of $195.0 million, partially offset by a decrease in cash paid for capitalized debt issuance costs of $12.8 million.

        At December 31, 2011,2012, we had $188.0$325.0 million of borrowings outstanding under our unsecured credit facility at a weighted-average interest rate of 4.9% and $711.0 million available for future borrowing.

        Cash flows provided by financing activities increased by $215.6 million from 20092.2% compared to 2010. This was primarily due to an increase in borrowings of $420.0 million, partially offset by an increase in repayments of debt of $188.0 million an increase in cash paid for capitalized debt issuance costs by a total of $3.4 million and a decrease of $13.7 million in the tax benefit associated with stock-based compensation.

        In December 2010, we completed a private placement of $175.0 million aggregate principal amount of senior unsecured fixed-rate notes withborrowings outstanding at a weighted-average interest rate of 5.58%, consisting4.9% at December 31, 2011. As of amounts due in January 2021, 2023 and 2026.December 31, 2012, we had $574.0 million available for future borrowings under our credit facility.

        In September 2010,May 2012, we amended and restated our revolving credit facility (credit facility) to adjust the margins associated with borrowings under the facility and extended the maturity date from September 2015 to May 2017. The credit facility, as amended, provides for an available credit line of $900 million and contains a $500 million accordion feature whereby we may increase the available credit line to $900 million with an accordion feature allowing us to increase the available credit line to $1.0$1.4 billion, if any one or more of the existing banks or new banks agree to provide such increased commitment amount, and to extendamount. As of December 31, 2012, the term to September 2015. The availableborrowing base under our amended credit line is subject to adjustment on the basisfacility was $1.7 billion. See Note 4 of the present value of estimated future net cash flows from proved oil and gas reserves (as determined byNotes to the banks based on our reserve reports and engineering reports) and certain other assets and the outstanding principal balance of our senior notes.


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The amended facility providedConsolidated Financial Statements for an initial $1.5 billion borrowing base. Effective April 1, 2011, the lenders under our revolving credit facility approved an increase in our borrowing base from $1.5 billion to $1.7 billion as part of the annual redetermination under the terms of the credit facility. Our plan to sell certain oil and gas properties located in Colorado, Utah and Wyoming triggered an interim redetermination of our borrowing base and the $1.7 billion borrowing base was reaffirmed by the lenders effective September 27, 2011.

        In June 2010, we amended the agreements governing our senior notes to amend the required asset coverage ratio (the present value of our proved reserves plus working capital to debt) contained in the agreements. The amendment also changed the ratio for maximum calculated indebtedness to borrowing base (as defined in the credit facility agreement).further details.

        We strive to manage our debt at a level below the available credit line in order to maintain borrowing capacity. Our 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 credit facility, we have the capacity to finance our spending plans and maintain our strong financial position.


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Capitalization

        Information about our capitalization is as follows:

 
 December 31, 
(Dollars in thousands)
 2011 2010 

Debt(1)

 $950,000 $975,000 

Stockholders' Equity

 $2,104,768 $1,872,700 
      

Total Capitalization

 $3,054,768 $2,847,700 
      

Debt to Capitalization

  31% 34%

Cash and Cash Equivalents

 $29,911 $55,949 
 
 December 31, 
(Dollars in thousands)
 2012 2011 

Debt(1)

 $1,087,000 $950,000 

Stockholders' equity

  2,131,447  2,104,768 
      

Total capitalization

 $3,218,447 $3,054,768 
      

Debt to capitalization

  34%  31% 

Cash and cash equivalents

 
$

30,736
 
$

29,911
 

(1)
Includes $188.0$75.0 million of current portion of long-term debt at December 31, 2012 and $325.0 million and $213.0$188.0 million of borrowings outstanding under our revolving credit facility at December 31, 2012 and 2011, and 2010, respectivelyrespectively..

        For the year ended December 31, 2011,2012, we paid dividends of $12.5$16.8 million ($0.060.08 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 activities,expenditures, excluding any significant oil and gas property acquisitions, with cash generated from operations and, when necessary, borrowings under our credit facility. We budget these capital 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:


 Year Ended December 31,  Year Ended December 31, 
(In thousands)
 2011 2010 2009  2012 2011 2010 

Capital Expenditures

  

Drilling and Facilities

 $780,673 $654,153 $401,143 

Leasehold Acquisitions

 71,134 130,675 145,681 

Drilling and facilities

 $843,528 $780,673 $654,153 

Leasehold acquisitions

 88,880 71,134 130,675 

Acquisitions

  801 394    801 

Pipeline and Gathering

 7,378 54,811 32,861 

Pipeline and gathering

 94 7,378 54,811 

Other

 9,840 8,368 9,506  8,547 9,840 8,368 
              

 869,025 848,808 589,585  941,049 869,025 848,808 

Exploration Expense

 36,447 42,725 50,784 

Exploration expense

 37,476 36,447 42,725 
              

Total

 $905,472 $891,533 $640,369  $978,525 $905,472 $891,533 
              

        We plan to drill approximately 120170 to 130180 gross wells (130 to 145 net) in 20122013 compared with 161to 170 gross wells (117.8 net) drilled in 2011.2012. This 20122013 drilling program includes between $750approximately $950.0 million and $790 million$1.0 billion in total capital and exploration expenditures down from $905.5(excluding expected contributions of approximately $12.0 million to Constitution), compared to $978.5 million in 2011. This decrease is primarily due2012. We expect our capital spending in 2013 to decreased drilling activity as a resultbe consistent with that of lower commodity prices.2012 based on our estimate of natural gas and crude oil prices over the next year. 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.


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Contractual Obligations

        Our material contractual obligations include long-term debt, interest on long-term debt, gas transportation agreements, drilling rig commitments, hydraulic fracturing services commitments and operating leases. We have no off-balance sheet debt or other similar unrecorded obligations.

        A summary of our contractual obligations as of December 31, 20112012 are set forth in the following table:

 
  
 Payments Due by Year 
(In thousands)
 Total 2012 2013
to 2014
 2015
to 2016
 2017 &
Beyond
 

Long-Term Debt

 $950,000 $ $75,000 $208,000 $667,000 

Interest on Long-Term Debt(1)

  392,802  60,163  109,285  89,464  133,890 

Gas Transportation Agreements(2)

  1,853,329  84,285  237,327  244,726  1,286,991 

Drilling Rig Commitments(2)

  45,881  19,766  26,115     

Hydraulic Fracturing Services Commitments(2)

  82,207  82,207       

Operating Leases(2)

  18,635  5,656  9,902  3,077   
            

Total Contractual Obligations

 $3,342,854 $252,077 $457,629 $545,267 $2,087,881 
            
 
  
 Payments Due by Year 
(In thousands)
 Total 2013 2014
to 2015
 2016
to 2017
 2018 &
Beyond
 

Long-term debt

 $1,087,000 $75,000 $ $345,000 $667,000 

Interest on long-term debt(1)

  391,617  58,185  105,330  99,093  129,009 

Transportation agreements(2)

  1,713,252  94,714  213,348  248,896  1,156,294 

Drilling rig commitments(2)

  27,063  17,893  9,170     

Operating leases(2)

  14,304  5,106  8,276  922   

Equity investment contribution commitments(3)

  164,405  10,707  149,906  3,792   
            

Total contractual obligations

 $3,397,641 $261,605 $486,030 $697,703 $1,952,303 
            

(1)
Interest payments have been calculated utilizing the fixed rates of our $762.0 million$1.1 billion long-term debt outstanding, including current maturities, at December 31, 2011.2012. Interest payments on our revolving credit facility were calculated by assuming that the December 31, 20112012 outstanding balance of $188.0$325.0 million will be outstanding through the September 2015May 2017 maturity date. A constant interest rate of 4.9%2.2% was assumed, which was the December 31, 20112012 weighted-average interest rate. Actual results will differ from these estimates and assumptionsassumptions..

(2)
For further information on our obligations under gas transportation agreements, drilling rig commitments, hydraulic fracturing services commitments and operating leases, see Note 78 of the Notes to the Consolidated Financial StatementsStatements..

(3)
For further information on our equity investment contribution commitment, see Note 5 of the Notes to the Consolidated Financial Statements.

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        Amounts related to our asset retirement obligationsobligation are not included in the above table given the uncertainty regarding the actual timing of such expenditures. The total amount of our asset retirement obligationsobligation at December 31, 20112012 was $60.1 million, down from $72.3 million at December 31, 2010. This decrease is primarily due to $12.1 million of liabilities divested, $3.6 million in downward revisions of previous estimates and $1.2 million in liabilities settled, partially offset by $3.3 million in accretion expense during 2011 and $1.5 million of liabilities incurred.$67.0 million. See Note 89 of the Notes to the Consolidated Financial Statements for further details.

        We have no off-balance sheet debt or other similar unrecorded obligations.

Potential Impact of Our Critical Accounting Policies

        Readers of this document and users of the information contained in it should be aware of how certain events may impact our financial results based on the accounting policies in place. Our most significant policies are discussed below.

Successful Efforts Method of Accounting

        We follow the successful efforts method of accounting for our oil and gas producing activities. Acquisition costs for proved and unproved properties are capitalized when incurred. Exploration costs, including geological and geophysical costs, the costs of carrying and retaining unproved properties and exploratory dry hole costs are expensed. Development costs, including costs to drill and equip development wells and successful exploratory drilling costs to locate proved reserves are capitalized.


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Oil and Gas Reserves

        The process of estimating quantities of proved reserves is inherently imprecise, and the reserve data included in this document are only estimates. The process relies on interpretations of available geologic, geophysical, engineering and production data. The extent, quality and reliability of this technical data can vary. The process also requires certain economic assumptions, some of which are mandated by the SEC, such as oil and gas prices. Additional assumptions include drilling and operating expenses, capital expenditures, taxes and availability of funds. Any significant variance in the interpretations or assumptions could materially affect the estimated quantity and value of our reserves.

        Our reserves have been prepared by our petroleum engineering staff and audited by Miller & Lents, Ltd., independent petroleum engineers, who in their opinion determined the estimates presented to be reasonable in the aggregate. For more information regarding reserve estimation, including historical reserve revisions, refer to the Supplemental Oil and Gas Information to the Consolidated Financial Statements included in Item 8.

        Our rate of recording DD&A expense is dependent upon our estimate of proved and proved developed reserves, which are utilized in our unit-of-production method calculation. If the estimates of proved reserves were to be reduced, the rate at which we record DD&A expense would increase, reducing net income. Such a reduction in reserves may result from lower market prices, which may make it uneconomic to drill for and produce higher cost fields. A five percent5% positive or negative revision to proved reserves throughout the Company would result in a decrease orof $0.05 per Mcfe and an increase theof $0.05 per Mcfe, respectively, on our DD&A rate by approximately ($0.05) to $0.06 per Mcfe.rate. Revisions in significant fields may individually affect our DD&A rate. It is estimated that a positive or negative reserve revision of 10% in one of our most productive fields would haveresult in a ($0.05) todecrease of $0.05 per Mcfe and an increase of $0.06 per Mcfe, impactrespectively, on our total DD&A rate. These estimated impacts are based on current data, and actual events could require different adjustments to our DD&A rate.

        In addition, a decline in proved reserve estimates may impact the outcome of our impairment test under Accounting Standards Codification (ASC) 360, "Property, Plant, and Equipment."applicable accounting standards. Due to the inherent imprecision of the reserve estimation process, risks associated with the operations of proved


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producing properties and market sensitive commodity prices utilized in our impairment analysis, management cannot determine if an impairment is reasonably likely to occur in the future.

Carrying Value of Oil and Gas Properties

        We evaluate our proved oil and gas properties for impairment on a field-by-field basis whenever events or changes in circumstances indicate an asset's carrying amount may not be recoverable. We compare expected undiscounted future cash flows to the net book value of the asset. If the future undiscounted expected cash flows, based on our estimate of future natural gas and crude oil and natural gas prices, operating costs and anticipated production from proved reserves (also potentially including risk-adjusted probable and possible reserves from time to time) are lower than the net book value of the asset, the capitalized cost is reduced to fair value. Commodity pricing is estimated by using a combination of assumptions management uses in its budgeting and forecasting process, as well as historical and current prices adjusted for geographical location and quality differentials, as well as other factors that management believes will impact realizable prices. In the event that commodity prices remain low or continue to decline, there could be a significant revision in the future. Fair value is calculated by discounting the future cash flows. The discount factor used is based on rates utilized by market participants that are commensurate with the risks inherent in the development and production of the underlying natural gas and crude oil.

        Costs attributableUnproved oil and gas properties are assessed periodically for impairment on an aggregate basis through periodic updates to our unproved properties are not subject to the impairment analysis described above; however, a portion of the costs associated with such properties is subject toundeveloped acreage amortization based on past drilling and exploration experience, our expectation of converting leases to held by production and average property


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lives. Average property lives are determined on a geographical basis and based on the estimated life of unproved property leasehold rights. Historically, the average property life in each of the geographical areas has not significantly changed and generally range from three to five years. The commodity price environment may impact the capital available for exploration projects as well as development drilling. We have considered these impacts when determining the amortization rate of our undeveloped acreage, especially in exploratory areas. If the average unproved property life decreases or increases by one year, the amortization would increase by approximately $23.8$2.3 million or decrease by approximately $15.6$1.8 million, respectively, per year.

        As these properties are developed and reserves are proven, the remaining capitalized costs are subject to depreciation and depletion. If the development of these properties is deemed unsuccessful, the capitalized costs related to the unsuccessful activity is expensed in the year the determination is made. The rate at which the unproved properties are written off depends on the timing and success of our future exploration and development program.

        Natural gas prices have decreased from an average price of $4.39 per Mmbtu in 2010 to an average price of $4.04 per Mmbtu in 2011. Natural gas prices were $3.36 per Mmbtu in December 2011 and have continued to decline to $2.68 per Mmbtu in February 2012. Natural gas prices represent the first of the month Henry Hub index price per Mmbtu. Oil prices have increased from an average price of $77.32 per barrel in 2010 to an average price of $94.01 per barrel in 2011. Any further decline in natural gas prices or quantities could result in an impairment of proved oil and gas properties.

Asset Retirement Obligation

        The majority of our asset retirement obligation (ARO) relates to the plugging and abandonment of oil and gas wells and to a lesser extent meter stations, pipelines, processing plants and compressors. We record the fair value of a liability for an asset retirement obligation in the period in which it is incurred, with the associated asset retirement cost capitalized as part of the carrying amount of the related long-lived asset. The recognition of an asset retirement obligation requires management to make assumptions that include estimated plugging and abandonment costs, timing of settlements, inflation rates and discount rate. In periods subsequent to initial measurement, the asset retirement


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cost is allocated to expense using a systematic and rational method over the assets' useful life, while increases in the discounted ARO liability resulting from the passage of time (accretion expense) are reflected as depreciation, depletion and amortization expense.

Accounting for Derivative Instruments and Hedging Activities

        We follow theUnder applicable accounting prescribed in ASC 815. Under ASC 815,standards, the fair value of each derivative instrument is recorded as either an asset or liability on the balance sheet. At the end of each quarterly period, these instruments are marked-to-market. The gain or loss on the change in fair value is recorded as Accumulated Other Comprehensive Income,other comprehensive income, a component of equity, to the extent that the derivative instrument is designated as a hedge and is effective. The ineffective portion, if any, of the change in the fair value of derivatives designated as hedges and the change in fair value of derivatives not qualifying as hedges are recorded currently in earnings as a component of Natural Gasgas and Crude Oiloil and Condensatecondensate revenue in the Consolidated Statement of Operations.

        The fair value of ourOur derivative instrumentscontracts are measured based on quotes from the Company'sour counterparties. Such quotes have been derived using valuation modelsan income approach that considerconsiders 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. These estimates are verified using relevant NYMEX futures contracts or are compared to multiple quotes obtained from counterparties for reasonableness. The Company measureddetermination of fair value also incorporates a credit adjustment for non-performance risk. We measure the nonperformancenon-performance risk of itsour counterparties by reviewing credit default swap spreads for the various financial institutions in which it has derivative transactions. In times where we have net derivative contract liabilities,transactions, while our nonperformancenon-performance risk is evaluated using a market credit spread provided by one of our bank.banks.


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Employee Benefit Plans

        Our costs of long-term employee benefits, particularly pension and postretirement benefits, are incurred over long periods of time, and involve many uncertainties over those periods. The net periodic benefit cost attributable to current periods is based on several assumptions about such future uncertainties, and is sensitive to changes in those assumptions. It is management's responsibility, often with the assistance of independent experts, to select assumptions that in its judgment represent best estimates of those uncertainties. It also is management's responsibility to review those assumptions periodically to reflect changes in economic or other factors that affect those assumptions. Significant assumptions used to determine our projected pension obligation and related costs include discount rates, expected return on plan assets, and rate of compensation increases, while the assumptions used to determine our postretirement benefit obligation and related costs include discount rates and health care cost trends. See Note 56 of the Notes to the Consolidated Financial Statements for a full discussion of our employee benefit plans.

Stock-Based Compensation

        We account for stock-based compensation under athe fair value based method of accounting prescribed under ASC 718.in accordance with applicable accounting standards. Under the fair value method, compensation cost is measured at the grant date and remeasured each reporting period for liability-classified awards based on the fair value of an award and is recognized over the service period, which is usually the vesting period. To calculate the fair value, we use either a binomial or Black-Scholes valuation model may be used.depending on the specific provisions of the award. The use of these models requires significant judgment with respect to expected life, volatility and other factors. Stock-based compensation cost for all types of awards is included in General and Administrativeadministrative expense in the Consolidated Statement of Operations. See Note 1112 of the Notes to the Consolidated Financial Statements for a full discussion of our stock-based compensation.


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Recently IssuedRecent Accounting Pronouncements

        In MayDecember 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs." The amendments in this update generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRS. The amendments in this update are to be applied prospectively. The amendments are effective for interim and annual periods beginning after December 15, 2011. Early application is not permitted. We do not expect this guidance to have a significant impact on our consolidated financial position, results of operations or cash flows.

        In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income." This update was amended in December 2011 by ASU No. 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05." This update defers only those changes in update 2011-05 that relate to the presentation of reclassification adjustments. All other requirements in update 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. ASU No. 2011-05 and 2011-12 are effective for fiscal years (including interim periods) beginning after December 15, 2011. We do not expect this guidance to have a significant impact on our consolidated financial position, results of operations or cash flows.

        In December 2011, the FASB issued ASU No. 2011-11, "Disclosures about Offsetting Assets and Liabilities." The amendments in this update require enhanced disclosures around financial instruments and derivative instruments that are either (1) offset in accordance with either ASC 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendments are effective during interim and annual periods beginning on or after January 1, 2013. This guidance will primarily impact our disclosures associated with our commodity derivatives. We do not expect this guidance to have any impact on our consolidated financial position, results of operations or cash flows.

        In January 2013, the FASB issued ASU No. 2013-01, "Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities." The amendments in this update clarify that the scope of ASU 2011-11 applies to derivatives accounted for in accordance with ASC 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with ASC 210-20-45 or ASC 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. The amendments are effective during interim and annual periods beginning on or after January 1, 2013. This guidance will primarily impact our disclosures associated with our commodity derivatives. We do not expect this guidance to have any impact on our consolidated financial position, results of operations or cash flows.


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OTHER ISSUES AND CONTINGENCIES

        Regulations.    Our operations are subject to various types of regulation by federal, state and local authorities. See "Regulation of Oil and Natural Gas Exploration and Production," "Natural Gas Marketing, Gathering and Transportation," "Federal Regulation of Petroleum"Petroleum," "Pipeline Safety Regulation," and "Environmental and Safety Regulations" in the "Other Business Matters" section of Item 1 for a discussion of these regulations.

        Restrictive Covenants.    Our ability to incur debt and to make certain types of investments is subject to certain restrictive covenants in our various debt instruments. Among other requirements, our revolving credit agreement and our senior notes specify a minimum annual coverage ratio of operating cash flow to interest expense for the trailing four quarters of 2.8 to 1.0 and an asset coverage ratio of the present value of proved reserves plus working capitaladjusted cash to debtindebtedness and other liabilities of 1.75 to 1.0. Our revolving credit agreement also requires us to maintain a current ratio of 1.0 to 1.0. At December 31, 2011,2012, we were in compliance in all material respects with all restrictive financial covenants onin both the revolving credit agreement and senior notes. In the unforeseen event that we fail to comply with these covenants, we may apply for a temporary waiver with the lender, which, if granted, would allow us a period of time to remedy the situation.


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        Operating Risks and Insurance Coverage.    Our business involves a variety of operating risks. See "Risk Factors—We face a variety of hazards and risks that could cause substantial financial losses" in Item 1A. In accordance with customary industry practice, we maintain insurance against some, but not all, of these risks and losses. The occurrence of any of these events not fully covered by insurance could have a material adverse effect on our financial position, and results of operations.operations and cash flows. The costs of these insurance policies are somewhat dependent on our historical claims experience and also the areas in which we operate.

        Commodity Pricing and Risk Management Activities.    Our revenues, operating results, financial condition and ability to borrow funds or obtain additional capital depend substantially on prevailing prices for natural gas and crude oil. Declines in oilnatural gas and gascrude oil prices may have a material adverse effect on our financial condition, liquidity, ability to obtain financing and operating results. Lower oilnatural gas and gascrude oil prices also may reduce the amount of oilnatural gas and gascrude oil that we can produce economically. Historically, oilnatural gas and gascrude oil prices and markets have been volatile, with prices fluctuating widely, and they are likely to continue to be volatile. Depressed prices in the future would have a negative impact on our future financial results. In particular, substantially lower prices would significantly reduce revenue and could potentially trigger an impairment under ASC 360, "Property, Plant, and Equipment."of our long-lived assets. Because our reserves are predominantly natural gas, changes in natural gas prices may have a more significant impact on our financial results.

        The majority of our production is sold at market responsive prices. Generally, if the related commodity index falls,declines, the price that we receive for our production will also decline. Therefore, the amount of revenue that we realize is partially determined by factors beyond our control. However, management may mitigate this price risk on all or a portion of our anticipated production with the use of derivative financial instruments. Most recently, we have used financial instruments such as collar and swap arrangements to reduce the impact of declining prices on our revenue. Under both arrangements, there is also a risk that the movement of index prices may result in our inability to realize the full benefit of an improvement in market conditions.

Forward-Looking Information

        The statements regarding future financial and operating performance and results, market prices, future hedging 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 oil, results for future drilling and marketing activity, future production and costs, 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 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.


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RESULTS OF OPERATIONS

2012 and 2011 Compared

        We reported net income for 2012 of $131.7 million, or $0.63 per share, compared to net income for 2011 of $122.4 million, or $0.59 per share. The increase in net income was primarily due to an


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increase in equivalent production and higher realized crude oil prices partially offset by lower realized natural gas prices and higher operating costs.

Revenue, Price and Volume Variances

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

 
 Year Ended
December 31,
 Variance
Revenue Variances (In thousands)
 2012 2011 Amount Percent

Natural gas(1)

 $934,134 $797,482 $136,652  17%

Crude oil and condensate

  227,933  125,972  101,961  81%

Brokered natural gas

  34,005  51,190  (17,185) (34)%

Other

  8,968  6,185  2,783  45%

(1)
Natural gas revenues exclude the unrealized loss of $0.5 million and $1.0 million from the change in fair value of our derivatives not designated as hedges in 2012 and 2011, respectively.

 
 Year Ended
December 31,
  
  
  
 
 
 Variance  
 
 
 Increase
(Decrease)
(In thousands)
 
 
 2012 2011 Amount Percent 

Price Variances

                

Natural gas(1)

 $3.67 $4.46 $(0.79) (18)% $(195,172)

Crude oil and condensate(2)

 $101.65 $90.49 $11.16  12%  25,034 
                

Total

             $(170,138)
                

Volume Variances

                

Natural gas (Bcf)

  253.2  178.8  74.4  42% $331,824 

Crude oil and condensate (Mbbl)

  2,242  1,392  850  61%  76,927 
                

Total

             $408,751 
                

(1)
These prices include the realized impact of derivative instrument settlements, which increased the price by $0.89 per Mcf in 2012 and by $0.47 per Mcf in 2011.

(2)
These prices include the realized impact of derivative instrument settlements, which increased the price by $5.00 per Bbl in 2012 and by $1.01 per Bbl in 2011.

Natural Gas Revenues

        The increase in Natural gas revenues of $136.7 million, excluding the impact of the unrealized losses discussed above, is primarily due to increased production, partially offset by lower realized natural gas prices. The increased production was primarily a result of higher production in the Marcellus Shale associated with our drilling program and expanded infrastructure, partially offset by the sale of certain oil and gas properties in the Rockies in the fourth quarter of 2011 and decreases in production primarily in Texas, Oklahoma and West Virginia due to a shift from natural gas to liquids drilling and normal production declines.

Crude Oil and Condensate Revenues

        The increase in Crude oil and condensate revenues of $102.0 million is primarily due to increased production associated with our Eagle Ford Shale drilling program in south Texas and the Marmaton oil play in Oklahoma, coupled with higher realized oil prices.


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Brokered Natural Gas

 
 Year Ended
December 31,
  
  
  
 
 
 Variance Price and
Volume
Variances
(In thousands)
 
 
 2012 2011 Amount Percent 

Brokered Natural Gas Sales

                

Sales price ($/Mcf)

 $3.57 $4.97 $(1.40) (28)% $(13,328)

Volume brokered (Mmcf)

 x9,527 x10,303  (776) (8)%  (3,857)
              

Brokered natural gas (In thousands)

 $34,005 $51,190       $(17,185)
              

Brokered Natural Gas Purchases

                

Purchase price ($/Mcf)

 $2.99 $4.25 $(1.26) (30)% $12,034 

Volume brokered (Mmcf)

 x9,527 x10,303  (776) (8)%  3,298 
              

Brokered natural gas (In thousands)

 $28,502 $43,834       $15,332 
              

Brokered natural gas margin (In thousands)

 $5,503 $7,356       $(1,853)
              

        The decreased brokered natural gas margin of $1.9 million is primarily a result of a decrease in brokered volumes coupled with a decrease in sales price that outpaced the decrease in purchase price.

Impact of Derivative Instruments on Operating Revenues

        The following table reflects the increase / (decrease) to operating revenues from the realized impact of cash settlements for derivative instruments designated as cash flow hedges and the net unrealized change in fair value of other financial derivative instruments:

 
 Year Ended
December 31,
 
(In thousands)
 2012 2011 

Cash Flow Hedges

       

Natural gas

 $225,108 $84,937 

Crude oil

  11,218  1,403 

Other Derivative Financial Instruments

       

Natural gas basis swaps

  (494) (965)
      

 $235,832 $85,375 
      

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Operating and Other Expenses

 
 Year Ended
December 31,
 Variance
(In thousands)
 2012 2011 Amount Percent

Operating and Other Expenses

            

Direct operations

 $118,243 $107,409 $10,834  10%

Transportation and gathering

  143,309  73,322  69,987  95%

Brokered natural gas

  28,502  43,834  (15,332) (35)%

Taxes other than income

  48,874  27,576  21,298  77%

Exploration

  37,476  36,447  1,029  3%

Depreciation, depletion and amortization

  451,405  343,141  108,264  32%

General and administrative

  121,239  104,667  16,572  16%
         

Total operating expense

 $949,048 $736,396 $212,652  29%

(Gain) / loss on sale of assets

 
$

(50,635

)

$

(63,382

)

$

(12,747

)
 
(20)%

Interest expense and other

  68,293  71,663  (3,370) (5)%

Income tax expense

  106,110  112,779  (6,669) (6)%

        Total costs and expenses from operations increased by $212.7 million from 2011 to 2012. The primary reasons for this fluctuation are as follows:

    Direct operations increased $10.8 million largely due to increased operating costs primarily driven by increased production. Contributing to the increase are higher employee related and lease maintenance costs, partially offset by lower workover costs.

    Transportation and gathering increased by $70.0 million primarily due higher throughput due to an increase in production and higher transportation rates, coupled with the commencement of various transportation and gathering arrangements in late 2011 and throughout 2012, primarily in northeast Pennsylvania and south Texas.

    Brokered natural gas decreased by $15.3 million from 2011 to 2012. See the preceding table titled "Brokered Natural Gas Revenue and Cost" for further analysis.

    Taxes other than income increased $21.3 million primarily due to additional costs associated with the passage of an "impact fee" in Pennsylvania on Marcellus Shale production that was imposed by state legislature in February 2012 and higher production tax expense due to fewer production tax refunds and credits received in 2012 compared to 2011.

    Exploration increased $1.0 million primarily due to an increase in exploration expense as the result of increased activity, partially offset by lower geophysical and geological costs due to fewer acquisitions and purchases of seismic data.

    Depreciation, depletion and amortization increased $108.3 million, with a $131.4 million increase due to higher equivalent production volumes partially offset by an $8.5 million decrease due to a lower DD&A rate. This increase was offset by a decrease in amortization of unproved properties of $14.4 million as a result of a decrease in amortization rates due to the success of our drilling programs in Pennsylvania and south Texas and the sale of certain Pearsall Shale undeveloped leaseholds in south Texas in the second quarter of 2012.

    Table of Contents

      General and administrative increased by $16.6 million primarily due to $14.0 million higher pension expense associated with the termination of our qualified pension plan and the related settlement that occurred in the second quarter 2012, and higher legal costs and professional fees of $6.0 million. Also contributing to the increase was the accrual of $1.9 million associated with fines and penalties assessed by the Office of Natural Resources Revenue for certain alleged volume reporting matters (which we are currently disputing) related to properties we no longer own and a $2.2 million charitable contribution to fund the construction of a hospital in northeast Pennsylvania. These increases were partially offset by $6.3 million of lower stock-based compensation expense primarily associated with the mark-to-market of our liability-based performance awards due to changes in our stock price in 2012 compared to 2011.

      Gain / (Loss) on Sale of Assets

            During 2012, we recognized an aggregate gain of $50.6 million which includes a $67.0 million gain associated with the sale of certain of our Pearsall Shale undeveloped leaseholds in south Texas, partially offset by an $18.2 million loss on the sale of certain proved oil and gas properties located in south Texas. During the 2011, an aggregate gain of $63.4 million was recognized primarily due to the sale of certain undeveloped leaseholds in east Texas and the sale of other non-core assets.

      Interest Expense, Net

            Interest expense and other decreased by $3.4 million in 2012 compared to 2011 primarily due to a decrease in the weighted-average effective interest rate on the credit facility, which decreased to approximately 3.0% during 2012 compared to approximately 4.1% during 2011, partially offset by a decrease in weighted-average borrowings under our credit facility based on weighted-average debt of $283.8 million in 2012 compared to weighted-average debt of $317.7 million in 2011.

    Income Tax Expense

            Income tax expense decreased by $6.7 million in 2012 compared to 2011 primarily due a lower effective tax rate partially offset by increased pretax income. The effective tax rates for 2012 and 2011 were 44.6% and 48.0%, respectively. The effective tax rate was lower due to a decrease in the impact of our state rates used in establishing deferred income taxes.

    2011 and 2010 Compared

            We reported net income for 2011 of $122.4 million, or $0.59 per share. During 2010, we reportedshare, compared to net income of $103.4 million, or $0.50 per share. Netshare, for 2010. The increase in net income increased in 2011 by $19.0 million,was primarily due to increased operating revenues,an increase in equivalent production partially offset by increased operating expenses, decreased gain on sale of assets and increased income tax and interest expenses. Operating revenues increased by $116.8 million largely due to increasedlower realized natural gas and crude oil prices and condensate revenues, partially offset by a decrease in brokered natural gas revenues. Operating expenses increased by $33.4 million between periods primarily due to increases in transportation and gathering expenses, general and administrative expenses, depreciation, depletion and amortization and direct operations, partially offset by a decrease in impairmenthigher operating costs.


    Table of oil and gas properties and lower brokered natural gas cost, taxes other than income and exploration expense.Contents

    Revenue, Price and Volume Variances

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

     
     Year Ended
    December 31,
     Variance 
     
     2011 2010 Amount Percent 

    Revenue Variances (In thousands)

                 

    Natural Gas(1)

     $797,482 $713,872 $83,610  12  %

    Brokered Natural Gas

      51,190  65,281  (14,091) (22)%

    Crude Oil and Condensate

      125,972  79,091  46,881  59  %

    Other

      6,185  5,086  1,099  22  %
     
     Year Ended
    December 31,
     Variance
    Revenue Variances (In thousands)
     2011 2010 Amount Percent

    Natural gas(1)

     $797,482 $713,872 $83,610  12%

    Crude oil and condensate

      125,972  79,091  46,881  59%

    Brokered natural gas

      51,190  65,281  (14,091) (22)%

    Other

      6,185  5,086  1,099  22%

    (1)
    Natural Gas Revenues exclude the unrealized loss of $1.0 million and $0.2 million from the change in fair value of our derivatives not designated as hedges in 2011 and 2010, respectivelyrespectively..


     Year Ended
    December 31,
      
      
      
      Year Ended
    December 31,
      
      
      
     

     Variance  
      Variance  
     

     Increase
    (Decrease)
    (In thousands)
      Increase
    (Decrease)
    (In thousands)
     

     2011 2010 Amount Percent  2011 2010 Amount Percent 

    Price Variances

      

    Natural Gas(1)

     $4.46 $5.69 $(1.23) (22)%$(219,624)

    Crude Oil and Condensate(2)

     $90.49 $97.91 $(7.42) (8)% (10,331)

    Natural gas(1)

     $4.46 $5.69 $(1.23) (22)% $(219,624)

    Crude oil and condensate(2)

     $90.49 $97.91 $(7.42) (8)% (10,331)
          

    Total

             $(229,955)         $(229,955)
          

    Volume Variances

      

    Natural Gas (Mmcf)

     178,848 125,474 53,374 43%$303,234 

    Crude Oil and Condensate (Mbbl)

     1,392 808 584 72% 57,212 

    Natural gas (Bcf)

     178.8 125.5 53.3 43% $303,234 

    Crude oil and condensate (Mbbl)

     1,392 808 584 72% 57,212 
          

    Total

             $360,446          $360,446 
          

    (1)
    These prices include the realized impact of derivative instrument settlements, which increased the price by $0.47 per Mcf in 2011 and by $1.23 per Mcf in 2010.

    (2)
    These prices include the realized impact of derivative instrument settlements, which increased the price by $1.01 per Bbl in 2011 and by $22.31 per Bbl in 2010.

    Table of Contents

    Natural Gas Revenues

            The increase in Natural Gas revenues of $83.6 million, excluding the impact of the unrealized losses discussed above, is primarily due to increased production, partially offset by lower realized natural gas prices. The increased production is primarily due to increased production associated with our Marcellus Shale drilling program in northeast Pennsylvania, partially offset by decreases in production primarily in east and south Texas due to normal production declines, the sale of certain oil and gas properties in Colorado, Utah and Wyomingthe Rockies and a shift from natural gas to oil projects.

    Crude Oil and Condensate Revenues

            The increase in Crude Oil and Condensate revenues of $46.9 million is primarily due to increased production, partially offset by lower realized oil prices. The increase in production is primarily due to our drilling program in the Eagle Ford oil shaleShale in south Texas, partially offset by lower production in east Texas due to decreased activity.


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    Brokered Natural Gas Revenue and Cost

     
     Year Ended
    December 31,
      
      
      
     
     
     Variance Price and
    Volume
    Variances
    (In thousands)
     
     
     2011 2010 Amount Percent 

    Brokered Natural Gas Sales

                    

    Sales Price ($/Mcf)

     $4.97 $5.41 $(0.44) (8)%$(4,533)

    Volume Brokered (Mmcf)

     x10,303 x12,072  (1,769) (15)% (9,558)
                  

    Brokered Natural Gas Revenues (In thousands)

     $51,190 $65,281       $(14,091)
                  

    Brokered Natural Gas Purchases

                    

    Purchase Price ($/Mcf)

     $4.25 $4.68 $(0.43) (9)%$4,353 

    Volume Brokered (Mmcf)

     x10,303 x12,072  (1,769) (15)% 8,279 
                  

    Brokered Natural Gas Cost (In thousands)

     $43,834 $56,466       $12,632 
                  

    Brokered Natural Gas Margin (In thousands)

     $7,356 $8,815       $(1,459)
                  
     
     Year Ended
    December 31,
      
      
      
     
     
     Variance Price and
    Volume
    Variances
    (In thousands)
     
     
     2011 2010 Amount Percent 

    Brokered Natural Gas Sales

                    

    Sales price ($/Mcf)

     $4.97 $5.41 $(0.44) (8)% $(4,533)

    Volume brokered (Mmcf)

     x10,303 x12,072  (1,769) (15)%  (9,558)
                  

    Brokered natural gas (In thousands)

     $51,190 $65,281       $(14,091)
                  

    Brokered Natural Gas Purchases

                    

    Purchase price ($/Mcf)

     $4.25 $4.68 $(0.43) (9)% $4,353 

    Volume brokered (Mmcf)

     x10,303 x12,072  (1,769) (15)%  8,279 
                  

    Brokered natural gas (In thousands)

     $43,834 $56,466       $12,632 
                  

    Brokered natural gas margin (In thousands)

     $7,356 $8,815       $(1,459)
                  

    The decreased brokered natural gas margin of $1.5 million is primarily a result of a decrease in brokered volumes coupled with a decrease in the sales price that slightly outpaced the decrease in purchase price.

    Impact of Derivative Instruments on Operating Revenues

            The following table reflects the increase / (decrease) to operating revenues from the realized impact of cash settlements for derivative instruments designated as cash flow hedges and the net unrealized change in fair value of other financial derivative instruments:

     
     Year Ended December 31, 
     
     2011 2010 
    (In thousands)
     Realized Unrealized Realized Unrealized 

    Operating Revenues—Increase / (Decrease) to Revenue

                 

    Cash Flow Hedges

                 

    Natural Gas

     $84,937 $ $154,960 $ 

    Crude Oil

      1,403    18,030   

    Other Derivative Financial Instruments

                 

    Natural Gas Basis Swaps

        (965)   (226)
              

     $86,340 $(965)$172,990 $(226)
              
     
     Year Ended
    December 31,
     
    (In thousands)
     2011 2010 

    Cash Flow Hedges

           

    Natural gas

     $84,937 $154,960 

    Crude oil

      1,403  18,030 

    Other Derivative Financial Instruments

           

    Natural gas basis swaps

      (965) (226)
          

     $85,375 $172,764 
          

    Table of Contents

    Operating and Other Expenses

     
     Year Ended December 31, Variance 
    (In thousands)
     2011 2010 Amount Percent 

    Operating and Other Expenses

                 

    Brokered Natural Gas Cost

     $43,834 $56,466 $(12,632) (22)%

    Direct Operations

      107,409  99,642  7,767  8  %

    Transportation and Gathering

      73,322  19,069  54,253  285  %

    Taxes Other Than Income

      27,576  37,894  (10,318) (27)%

    Exploration

      36,447  42,725  (6,278) (15)%

    Depreciation, Depletion and Amortization

      343,141  327,083  16,058  5  %

    Impairment of Oil and Gas Properties and Other Assets

        40,903  (40,903) (100)%

    General and Administrative

      104,667  79,177  25,490  32  %
              

    Total Operating Expense

     $736,396 $702,959 $33,437  5  %

    (Gain) / Loss on Sale of Assets

     
    $

    (63,382

    )

    $

    (106,294

    )

    $

    (42,912

    )
     
    (40

    )%

    Interest Expense and Other

      71,663  67,941  3,722  5  %

    Income Tax Expense

      112,779  95,112  17,667  19  %
     
     Year Ended
    December 31,
     Variance
    (In thousands)
     2011 2010 Amount Percent

    Operating and Other Expenses

                

    Direct operations

     $107,409 $99,642 $7,767  8%

    Transportation and gathering

      73,322  19,069  54,253  285%

    Brokered natural gas

      43,834  56,466  (12,632) (22)%

    Taxes other than income

      27,576  37,894  (10,318) (27)%

    Exploration

      36,447  42,725  (6,278) (15)%

    Depreciation, depletion and amortization

      343,141  327,083  16,058  5%

    Impairment of oil and gas properties and other assets

        40,903  (40,903) (100)%

    General and administrative

      104,667  79,177  25,490  32%
             

    Total operating expense

     $736,396 $702,959 $33,437  5%

    (Gain) / loss on sale of assets

     
    $

    (63,382

    )

    $

    (106,294

    )

    $

    (42,912

    )
     
    (40)%

    Interest expense and other

      71,663  67,941  3,722  5%

    Income tax expense

      112,779  95,112  17,667  19%

            Total costs and expenses from operations increased by $33.4 million from 2010 to 2011. The primary reasons for this fluctuation are as follows:

      Brokered Natural Gas Cost decreased by $12.6 million from 2010 to 2011. See the preceding table titled "Brokered Natural Gas Revenue and Cost" for further analysis.

      Direct Operationsoperations increased $7.8 million largely due to increased operating costs primarily driven by increased production. Contributing to the increase are higher workover and environmental and regulatory costs associated with the remediation of certain wells in northeast Pennsylvania as a result of the PaDEP consent order and settlement agreement. Offsetting these increases were lower lease maintenance, subsurface lease maintenance and plugging and abandonment costs in 2011 compared to 2010 coupled with lower compression expenses primarily due to the sale of our gathering system in northeast Pennsylvania in the fourth quarter of 2010.

      Transportation and Gatheringgathering increased by $54.3 million primarily due to the commencement of various firm transportation and gathering arrangements in 2011, primarily in northeast Pennsylvania.

      Brokered natural gas decreased by $12.6 million from 2010 to 2011. See the preceding table titled "Brokered Natural Gas" for further analysis.

      Taxes Other Than Incomeother than income decreased $10.3 million due to decreased production taxes as a result of tax refunds and credits received in 2011 on qualifying wells, lower ad valorem tax expense due to lower natural gas prices and property values and lower franchise tax expense.

      Exploration decreased $6.3 million due to lower geophysicalgeological and geologicalgeophysical costs primarily due to a reduction in the acquisition of seismic data, partially offset by higher dry hole costs in 2011 related to an exploratory dry hole in Montana.

      Depreciation, Depletiondepletion and Amortizationamortization increased by $16.1 million, of which $29.8 million was due to increased depreciation and depletion from increased capital spending and higher equivalent production volumes offset by a lower DD&A rate of $1.64 per Mcfe for 2011 compared to $2.12 per Mcfe for 2010 and a $1.4 million increase in accretion of asset retirement obligations. The increase in depletiondepreciation and depreciationdepletion was partially offset by a decrease in amortization of unproved properties of $15.1 million primarily due to a decrease in amortization rates due to a shift in our drilling and development activities.


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      Impairment of Oiloil and Gas Propertiesgas properties decreased by $40.9 million from 2011 to 2010 due to the impairment of two south Texas fields recognized as a result of continuedcommodity price declines and

    Table of Contents

        limited activity and the impairment of drilling and service equipment in 2010. There were no impairments in 2011.

      General and Administrativeadministrative increased by $25.5 million primarily due to an increase in stock-based compensation expense of $25.1 million primarily associated with the mark to market of the liability portion of our performance shares as a result ofdue to changes in our higher average stock price for the month of Decemberin 2011 compared to the average stock price for the month of December 2010. Higher incentive compensation and fringe benefits also contributed to the increase. These increases are partially offset by lower legal and professional costs associated with the PaDEP consent order and settlement agreement executed in 2010.

    Gain / (Loss) on Sale of Assets

            During 2011, we recognized a gain of $34.2 million from the sale of oil and gas properties in east Texas and an aggregate gain of $29.2 million related to the sale of various other assets as part of our ongoing asset portfolio management program.

    non-core assets. During 2010, we recognized a gain of $49.3 million from the sale of our Pennsylvania gathering infrastructure, $40.7 million from the sale of our investment in Tourmaline and an aggregate gain of $16.3 million related to the sale of various other oil and gas properties and other assets during the year.

    Interest Expense, Net

            Interest Expenseexpense and Otherother increased by $3.7 million in 2011 compared to 2010 primarily due to an increase in the weighted-average effective interest rate on the credit facility, which increased to approximately 4.1% during the 2011 compared to approximately 3.8% during 2010, partially offset by a decrease in weighted-average borrowings under our credit facility based on average daily balances of $317.7 million during 2011 compared to average daily balances of $340.4 million during 2010. In addition, in December 2010, we issued $175 million aggregate principal amount of 5.58% weighted-average fixed rate notes, which increased interest expense recognized in 2011.

    Income Tax Expense

            Income Tax Expensetax expense increased by $17.7 million in 2011 compared to 2010 primarily due to increased pretax income and a slightly higher effective tax rate. The effective tax rates for 2011 and 2010 were 48.0% and 47.9%, respectively. The effective tax rate was slightly higher primarily due to an increase in our state rates used in establishing deferred income taxes mainly due to a continued shift in our state apportionment factors to higher rate states, primarily Pennsylvania, as a result of our continued focus on development of our Marcellus shale properties.

    2010 and 2009 Compared

            We reported net income for 2010 of $103.4 million, or $0.50 per share. During 2009, we reported net income of $148.3 million, or $0.72 per share. Net income decreased in 2010 by $45.0 million, primarily due to increased operating expenses, income tax and interest expenses and decreased operating revenues partially offset by increased gain on sale of assets. Operating revenues decreased by $30.0 million largely due to decreases in natural gas and brokered natural gas revenues, partially offset by an increase in crude oil and condensate revenues. Operating expenses increased by $95.4 million between periods due primarily to increases in depreciation, depletion and amortization, impairment of oil and gas properties and other assets, general and administrative expense, transportation and


    Table of Contents

    gathering and direct operations. These increases were partially offset by decreases in brokered natural gas cost, taxes other than income and exploration expense.

    Revenue, Price and Volume Variances

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

     
     Year Ended December 31, Variance 
     
     2010 2009 Amount Percent 

    Revenue Variances (In thousands)

                 

    Natural Gas(1)

     $713,872 $745,497 $(31,625) (4)%

    Brokered Natural Gas

      65,281  75,283  (10,002) (13)%

    Crude Oil and Condensate

      79,091  69,936  9,155  13  %

    Other

      5,086  4,323  763  18  %

    (1)
    Natural Gas Revenues exclude the unrealized loss from the change in fair value of our basis swaps of $0.2 million and $2.0 million in 2010 and 2009, respectively.

     
     Year Ended December 31, Variance  
     
     
     Increase
    (Decrease)
    (In thousands)
     
     
     2010 2009 Amount Percent 

    Price Variances

                    

    Natural Gas(1)

     $5.69 $7.61 $(1.92) (25)%$(241,357)

    Crude Oil and Condensate(2)

     $97.91 $85.52 $12.39  14  % 10,010 
                    

    Total

                 $(231,347)
                    

    Volume Variances

                    

    Natural Gas (Mmcf)

      125,474  97,914  27,560  28  %$209,732 

    Crude Oil and Condensate (Mbbl)

      808  818  (10) (1)% (855)
                    

    Total

                 $208,877 
                    

    (1)
    These prices include the realized impact of derivative instrument settlements, which increased the price by $1.23 per Mcf in 2010 and by $3.80 per Mcf in 2009.

    (2)
    These prices include the realized impact of derivative instrument settlements, which increased the price by $22.31 per Bbl in 2010 and by $28.85 per Bbl in 2009.

    Natural Gas Revenues

            The decrease in Natural Gas revenue of $31.6 million, excluding the impact of the unrealized losses discussed above, is due primarily to the decrease in realized natural gas prices, decreased production in east and south Texas associated with normal production declines, delays in completions and a shift from gas to oil projects, as well as the sale of our Canadian properties in April 2009. Partially offsetting these decreases was an increase in natural gas production in the northeast Pennsylvania associated with increased drilling and the start up of a portion of the Lathrop compressor station in the Marcellus shale at the end of the second quarter of 2010.

    Crude Oil and Condensate Revenues

            The $9.2 million increase in crude oil and condensate revenues is primarily due to an increase in realized crude oil prices and an increase in crude oil production in the Eagle Ford shale in south Texas and the Pettet formation production in east Texas. These increases are partially offset by lower


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    production in West Virginia and northeast Pennsylvania as well as the sale of our Canadian properties in April 2009.

    Brokered Natural Gas Revenue and Cost

     
     Year Ended
    December 31,
      
      
      
     
     
     Variance  
     
     
     Price and
    Volume Variances
    (In thousands)
     
     
     2010 2009 Amount Percent 

    Brokered Natural Gas Sales

                    

    Sales Price ($/Mcf)

     $5.41 $5.95 $(0.54) (9)%$(6,527)

    Volume Brokered (Mmcf)

     x12,072 x12,656  (584) (5)% (3,475)
                  

    Brokered Natural Gas Revenues (In thousands)

     $65,281 $75,283       $(10,002)
                  

    Brokered Natural Gas Purchases

                    

    Purchase Price ($/Mcf)

     $4.68 $5.30 $(0.62) (12)%$7,489 

    Volume Brokered (Mmcf)

     x12,072 x12,656  (584) (5)% 3,075 
                  

    Brokered Natural Gas Cost (In thousands)

     $56,466 $67,030       $10,564 
                  

    Brokered Natural Gas Margin (In thousands)

     $8,815 $8,253       $562 
                  

            The increased brokered natural gas margin of $0.6 million is a result of a decrease in purchase price that outpaced the decrease in sales price, partially offset by a decrease in volumes brokered.

    Impact of Derivative Instruments on Operating Revenues

            The following table reflects the realized impact of cash settlements and the net unrealized change in fair value of derivative instruments:

     
     Year Ended December 31, 
     
     2010 2009 
    (In thousands)
     Realized Unrealized Realized Unrealized 

    Operating Revenues—Increase / (Decrease) to Revenue

                 

    Cash Flow Hedges

                 

    Natural Gas

     $154,960 $ $371,915 $ 

    Crude Oil

      18,030    23,112   

    Other Derivative Financial Instruments

                 

    Natural Gas Basis Swaps

        (226)   (1,954)
              

     $172,990 $(226)$395,027 $(1,954)
              

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    Operating and Other Expenses

     
     Year Ended December 31, Variance 
    (In thousands)
     2010 2009 Amount Percent 

    Operating and Other Expenses

                 

    Brokered Natural Gas Cost

     $56,466 $67,030 $(10,564) (16)%

    Direct Operations

      99,642  93,985  5,657  6  %

    Transportation and Gathering

      19,069  13,809  5,260  38  %

    Taxes Other Than Income

      37,894  44,649  (6,755) (15)%

    Exploration

      42,725  50,784  (8,059) (16)%

    Depreciation, Depletion and Amortization

      327,083  251,260  75,823  30  %

    Impairment of Oil and Gas Properties and Other Assets

      40,903  17,622  23,281  132  %

    General and Administrative

      79,177  68,374  10,803  16  %
              

    Total Operating Expense

     $702,959 $607,513 $95,446  16  %

    (Gain) / Loss on Sale of Assets

     
    $

    (106,294

    )

    $

    3,303
     
    $

    (109,597

    )
     
    (3,318

    )%

    Interest Expense and Other

      67,941  58,979  8,962  15  %

    Income Tax Expense

      95,112  74,947  20,165  27  %

            Total costs and expenses from operations increased by $95.4 million from 2009 to 2010. The primary reasons for this fluctuation are as follows:

      Brokered Natural Gas Cost decreased by $10.6 million from 2009 to 2010. See the preceding table titled "Brokered Natural Gas Revenue and Cost" for further analysis.

      Direct Operations expenses increased by $5.7 million primarily due to lease maintenance expense and plug and abandonment costs in northeast Pennsylvania related to plugging and abandoning three vertical wells in accordance with the PaDEP's Second Modified Consent Order.

      Transportation and Gathering costs increased by $5.3 million primarily due to the commencement of various firm transportation and gathering arrangements in 2010 primarily in northeast Pennsylvania.

      Taxes Other Than Income decreased by $6.8 million primarily due to decreased production and ad valorem taxes due to lower natural gas prices and property values partially offset by increased business and occupational taxes and franchise taxes.

      Exploration expense decreased by $8.1 million primarily due to lower dry hole costs as a result of drilling one dry hole in 2010 compared to two dry holes in 2009. The decrease was partially offset by higher geophysical and geological expenses associated with seismic purchases related to our Marcellus, Eagle Ford and Haynesville shale properties during 2010.

      Depreciation, Depletion and Amortization increased by $75.8 million primarily due to increased depreciation and depletion from increased capital spending and higher equivalent production volumes, partially offset by a lower DD&A rate of $2.12 per Mcfe for 2010 compared to $2.14 per Mcfe in 2009. Amortization of unproved properties increased $17.6 million primarily due to increased unproved leasehold costs in northeast Pennsylvania and the Eagle Ford oil shale in south Texas in late 2009 and continuing into 2010.

      Impairment of Oil and Gas Properties and Other Assets increased by $23.3 million from 2009 to 2010. Impairments in 2010 consisted of a $35.8 million impairment of two south Texas fields due to continued price declines and limited activity and a $5.1 million impairment related to drilling and service equipment. Impairments in 2009 consisted of a $17.6 million impairment of two fields in Colorado and south Texas due to lower well performance.

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      General and Administrative expenses increased by $10.8 million primarily due to a $9.9 million increase in legal expenses primarily related to the December 2010 PaDEP consent order and settlement agreement, ongoing litigation and related legal fees, a $8.3 million increase in pension expense primarily due to termination and amendment of our pension plans and a $2.4 million increase in incentive compensation. These increases were partially offset by an $8.5 million decrease in stock compensation expense primarily due to prior year awards that fully vested in February 2010 and a reduction in average stock price for the month of December 2010 compared to the average stock price for the month of December 2009.

    Gain / (Loss) on Sale of Assets

            During 2010, we recognized a gain of $49.3 million from the sale of our Pennsylvania gathering infrastructure, $40.7 million from the sale of our investment in Tourmaline and an aggregate gain of $16.3 million related to the sale of various other oil and gas properties and other assets during the year.

            During 2009, we recognized a $16.0 million loss on sale of assets primarily due to the sale of our Canadian properties, partially offset by a $12.7 million gain on sale of assets related to the sale of oil and gas properties in West Virginia.

    Interest Expense, Net

            Interest expense, net increased by $9.0 million from 2009 to 2010 primarily due to an increase in weighted-average borrowings under our credit facility based on daily balances of approximately $340.4 million during 2010 compared to approximately $166.0 million during 2009, and to a lesser extent to the $175.0 million of debt we issued in December 2010. The weighted-average effective interest rate on the credit facility decreased to approximately 3.8% during 2010 compared to approximately 4.0% during 2009. Interest expense in 2010 also includes a make-whole premium payment of $2.8 million associated with the early payment of $75.0 million of the 7.33% fixed rate notes that were due in July 2011.

    Income Tax Expense

            Income tax expense increased by $20.2 million due to a higher effective tax rate offset by a decrease in our pre-tax income. The effective tax rates for 2010 and 2009 were 47.9% and 33.6%, respectively. The effective tax rate was higher primarily due to an increase in our state rates used in establishing deferred income taxes mainly due to a shift in our state apportionment factors to higher rate states, primarily in Pennsylvania, as a result of our increased focus on development of our Marcellus shaleShale properties.

    ITEM 7A.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

    Market Risk

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

    Derivative Instruments and Hedging Activity

            Our hedging strategy is designed to reduce the risk of price volatility for our production in the natural gas and crude oil markets. A hedging committee that consists of members of senior management oversees our hedging activity. Our hedging arrangements apply to only a portion of our production and provide only partial price protection. These hedging arrangements limit the benefit to


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    us of increases in prices, but offer protection in the event of price declines. Further, if our counterparties defaulted, this protection might be limited as we might not receive the benefits of the


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    hedges. Please read the discussion below as well as Note 1213 of the Notes to the Consolidated Financial Statements for a more detailed discussion of our hedging arrangements.

            Periodically, we enter into commodity derivative commodity instruments, including collar and swap agreements, to hedge our exposure to price fluctuations on natural gas and crude oil production. Our credit agreement restricts our ability to enter into commodity hedges 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. AsUnder 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 December 31, 2011, we had 37 derivative contracts open: 23 natural gas price swap arrangements, six natural gas basis swaps arrangements, threeor crude oil in exchange for paying a variable price swap arrangements and five natural gas collar arrangements. During 2011, we entered into 31 new derivative contracts covering anticipated naturalbased on a market-based index, such as the NYMEX gas and crude oil production for 2011, 2012, and 2013.futures.

            As of December 31, 2011,2012, we had the following outstanding commodity derivatives:derivatives designated as hedging instruments:

    Commodity and Derivative Type
     Weighted-Average Contract Price Volume Contract Period Net Unrealized
    Gain / (Loss)
    (In thousands)
     

    Derivatives Designated as Hedging Instruments

               

    Natural Gas Swaps

     $5.22 per Mcf 95,998 Mmcf  Jan. 2012 - Dec. 2012  178,550 

    Natural Gas Collars

     $6.20 Ceiling/ $5.15 Floor per Mcf 17,729 Mmcf  Jan. 2013 - Dec. 2013  21,429 

    Crude Oil Swaps

     $98.28 per Bbl 732 Mbbl  Jan. 2012 - Dec. 2012  (387)
               

            $199,592 

    Derivatives Not Designated as Hedging Instruments

               

    Natural Gas Basis Swaps

     $(0.27) per Mcf 17,042 Mmcf  Jan. 2012 - Dec. 2012  (3,107)
               

            $196,485 
               
    Commodity and Derivative Type
     Weighted-Average Contract Price Volume Contract Period Net Unrealized
    Gain / (Loss)
    (In thousands)
     

    Natural gas collars

     $3.09 Floor / $4.12 Ceiling per Mcf  35.5 Bcf Jan. 2013 - Dec. 2013 $(2,807)

    Natural gas collars

     $3.35 Floor / $4.01 Ceiling per Mcf  35.5 Bcf Jan. 2013 - Dec. 2013  (1,021)

    Natural gas collars

     $3.40 Floor / $4.12 Ceiling per Mcf  17.7 Bcf Jan. 2013 - Dec. 2013  287 

    Natural gas collars

     $3.60 Floor / $4.17 Ceiling per Mcf  17.7 Bcf Jan. 2013 - Dec. 2013  2,290 

    Natural gas collars

     $3.76 Floor / $4.16 Ceiling per Mcf  17.7 Bcf Jan. 2013 - Dec. 2013  5,765 

    Natural gas collars

     $3.86 Floor / $4.34 Ceiling per Mcf  17.7 Bcf Jan. 2013 - Dec. 2013  7,586 

    Natural gas collars

     $5.15 Floor / $6.20 Ceiling per Mcf  17.7 Bcf Jan. 2013 - Dec. 2013  29,090 

    Crude oil swaps

     $101.90 per Bbl  1,095 Mbbl Jan. 2013 - Dec. 2013  9,482 
               

            $50,672 
               

            The amounts set forth under the net unrealized gain / (loss) column in the tablestable above represent our total unrealized derivative position at December 31, 20112012 and exclude the impact of nonperformance risk of $1.4 million.risk. Nonperformance risk was 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 bank.banks.

            From time to time, we enter intoDuring 2012, natural gas and crude oil swapswaps covered 96.0 Bcf, or 38%, and collar agreements with counterparties to hedge price risk associated with a portion1,709 Mbbl, or 76%, of our production. These cash flow hedges are not held for trading purposes. Under these price swaps, 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. Under the collar agreements, if the indexproduction at an average price rises above the ceiling price, we pay the counterparty. If the index price falls below the floor price, the counterparty pays us.

            We had naturalof $5.22 per Mcf and $100.12 per Bbl, respectively. Natural gas pricebasis swaps covering 74.9covered 17 Bcf, or 42%7%, of our 2011 natural gas production at an average price of $5.30$(0.25) per Mcf.

            We had one crude oil swap covering 275 Mbbl, Natural gas collars with a floor price of $3.60 per Mcf and a ceiling price of $4.17 per Mcf covered 3.0 Bcf, or 20%1%, of our 2011 crude oilnatural gas production at an average price of $106.20$3.70 per Bbl.

            During 2011, crude oil collars covered 365 Mbbl, or 26% of total crude oil production, at an average price of $90.88 per Bbl.Mcf.

            We are exposed to market risk on 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


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    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, BNP Paribas, Goldman Sachs, JPMorgan and JPMorgan.Morgan Stanley.


            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 market pricesTable of energy commodities. See "Forward-Looking Information" for further details.Contents

    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 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 costamount we would have to acquirepay 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 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 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:


     December 31, 2011 December 31, 2010  December 31, 2012 December 31, 2011 
    (In thousands)
     Carrying
    Amount
     Estimated Fair
    Value
     Carrying
    Amount
     Estimated Fair
    Value
      Carrying
    Amount
     Estimated Fair
    Value
     Carrying Amount Estimated Fair
    Value
     

    Long-Term Debt

     $950,000 $1,082,531 $975,000 $1,100,830 

    Long-term debt

     $1,087,000 $1,213,474 $950,000 $1,082,531 

    Current maturities

     (75,000) (77,175)   
             

    Long-term debt, excluding current maturities

     $1,012,000 $1,136,299 $950,000 $1,082,531 
             

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    ITEM 8.    FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

    INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

     
     Page 

    Report of Independent Registered Public Accounting Firm

      5658

    Consolidated Balance Sheet at December 31, 2012 and 2011

    59 

    Consolidated Statement of Operations for the Years Ended December 31, 2011, 2010 and 2009

    57

    Consolidated Balance Sheet at December 31,2012, 2011 and 2010

    58

    Consolidated Statement of Cash Flows for the Years Ended December 31, 2011, 2010 and 2009

    59

    Consolidated Statement of Stockholders' Equity for the Years Ended December 31, 2011, 2010 and 2009

      60 

    Consolidated Statement of Comprehensive Income for the Years Ended December 31, 2012, 2011 2010 and 20092010

      61

    Consolidated Statement of Cash Flows for the Years Ended December 31, 2012, 2011 and 2010

    62

    Consolidated Statement of Stockholders' Equity for the Years Ended December 31, 2012, 2011 and 2010

    63 

    Notes to the Consolidated Financial Statements

      6264 

    Supplemental Oil and Gas Information (Unaudited)

      112106 

    Quarterly Financial Information (Unaudited)

      117111 

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    REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

    To the Board of Directors and Stockholders of Cabot Oil & Gas Corporation:

            In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, comprehensive income, stockholders' equity comprehensive income and of cash flows present fairly, in all material respects, the financial position of Cabot Oil & Gas Corporation and its subsidiaries (the "Company") at December 31, 20112012 and 2010,2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 20112012 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2011,2012, based on criteria established inInternal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

            A company's internal control over financial reporting is a process designed 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. A company's internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

            Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

    /s/ PricewaterhouseCoopers LLP

    Houston, Texas
    February 28, 20122013


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    CABOT OIL & GAS CORPORATION

    CONSOLIDATED STATEMENT OF OPERATIONS
    BALANCE SHEET

     
     Year Ended December 31, 
    (In thousands, except per share amounts)
     2011 2010 2009 

    OPERATING REVENUES

              

    Natural Gas

     $796,517 $713,646 $743,543 

    Brokered Natural Gas

      51,190  65,281  75,283 

    Crude Oil and Condensate

      125,972  79,091  69,936 

    Other

      6,185  5,086  4,323 
            

      979,864  863,104  893,085 

    OPERATING EXPENSES

              

    Brokered Natural Gas Cost

      43,834  56,466  67,030 

    Direct Operations

      107,409  99,642  93,985 

    Transportation and Gathering

      73,322  19,069  13,809 

    Taxes Other Than Income

      27,576  37,894  44,649 

    Exploration

      36,447  42,725  50,784 

    Depreciation, Depletion and Amortization

      343,141  327,083  251,260 

    Impairment of Oil and Gas Properties and Other Assets

        40,903  17,622 

    General and Administrative

      104,667  79,177  68,374 
            

      736,396  702,959  607,513 

    Gain/(Loss) on Sale of Assets

      63,382  106,294  (3,303)
            

    INCOME FROM OPERATIONS

      306,850  266,439  282,269 

    Interest Expense and Other

      71,663  67,941  58,979 
            

    Income Before Income Taxes

      235,187  198,498  223,290 

    Income Tax Expense

      112,779  95,112  74,947 
            

    NET INCOME

     $122,408 $103,386 $148,343 
            

    Earnings Per Share

              

    Basic

     $0.59 $0.50 $0.72 

    Diluted

     $0.58 $0.49 $0.71 

    Weighted-Average Common Shares Outstanding

              

    Basic

      208,498  207,823  207,232 

    Diluted

      210,761  210,390  209,365 

    Dividends Per Common Share

     
    $

    0.06
     
    $

    0.06
     
    $

    0.06
     
     
     December 31, 
    (In thousands, except share amounts)
     2012 2011 

    ASSETS

           

    Current assets

           

    Cash and cash equivalents

     $30,736 $29,911 

    Accounts receivable, net

      172,419  114,381 

    Income taxes receivable

        1,388 

    Inventories

      14,173  21,278 

    Derivative instruments

      50,824  174,263 

    Other current assets

      2,158  4,579 
          

    Total current assets

      270,310  345,800 

    Properties and equipment, net (Successful efforts method)

      4,310,977  3,934,584 

    Derivative instruments

        21,249 

    Other assets

      35,026  29,860 
          

     $4,616,313 $4,331,493 
          

    LIABILITIES AND STOCKHOLDERS' EQUITY

           

    Current liabilities

           

    Accounts payable

     $312,480 $217,294 

    Current portion of long-term debt

      75,000   

    Income taxes payable

      1,667   

    Deferred income taxes

      5,203  55,132 

    Accrued liabilities

      49,789  70,918 
          

    Total current liabilities

      444,139  343,344 

    Postretirement benefits

      38,864  38,708 

    Long-term debt

      1,012,000  950,000 

    Deferred income taxes

      882,672  802,592 

    Asset retirement obligation

      67,016  60,142 

    Other liabilities

      40,175  31,939 
          

    Total liabilities

      2,484,866  2,226,725 
          

    Commitments and contingencies

           

    Stockholders' equity

           

    Common stock:

           

    Authorized—480,000,000 shares of $0.10 par value in 2012 and 240,000,000 shares of $0.10 par value in 2011

           

    Issued—210,429,731 shares and 209,019,458 shares in 2012 and 2011, respectively

      21,043  20,902 

    Additional paid-in capital

      716,609  724,377 

    Retained earnings

      1,373,264  1,258,291 

    Accumulated other comprehensive income

      23,880  104,547 

    Less treasury stock, at cost:

           

    404,400 shares in 2012 and 2011, respectively

      (3,349) (3,349)
          

    Total stockholders' equity

      2,131,447  2,104,768 
          

     $4,616,313 $4,331,493 
          

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


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    CABOT OIL & GAS CORPORATION

    CONSOLIDATED STATEMENT OF OPERATIONS

     
     Year Ended December 31, 
    (In thousands, except per share amounts)
     2012 2011 2010 

    OPERATING REVENUES

              

    Natural gas

     $933,640 $796,517 $713,646 

    Crude oil and condensate

      227,933  125,972  79,091 

    Brokered natural gas

      34,005  51,190  65,281 

    Other

      8,968  6,185  5,086 
            

      1,204,546  979,864  863,104 

    OPERATING EXPENSES

              

    Direct operations

      118,243  107,409  99,642 

    Transportation and gathering

      143,309  73,322  19,069 

    Brokered natural gas cost

      28,502  43,834  56,466 

    Taxes other than income

      48,874  27,576  37,894 

    Exploration

      37,476  36,447  42,725 

    Depreciation, depletion and amortization

      451,405  343,141  327,083 

    Impairment of oil and gas properties and other assets

          40,903 

    General and administrative

      121,239  104,667  79,177 
            

      949,048  736,396  702,959 

    Gain/(loss) on sale of assets

      50,635  63,382  106,294 
            

    INCOME FROM OPERATIONS

      306,133  306,850  266,439 

    Interest expense and other

      68,293  71,663  67,941 
            

    Income before income taxes

      237,840  235,187  198,498 

    Income tax expense

      106,110  112,779  95,112 
            

    NET INCOME

     $131,730 $122,408 $103,386 
            

    Earnings per share

              

    Basic

     $0.63 $0.59 $0.50 

    Diluted

     $0.62 $0.58 $0.49 

    Weighted-average common shares outstanding

              

    Basic

      209,538  208,498  207,823 

    Diluted

      210,993  210,761  210,390 

    Dividends per common share

     
    $

    0.08
     
    $

    0.06
     
    $

    0.06
     

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


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    CABOT OIL & GAS CORPORATION

    CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

     
     Year Ended December 31, 
    (In thousands)
     2012 2011 2010 

    Net income

     $131,730 $122,408 $103,386 
            

    Other comprehensive income / (loss), net of taxes:

              

    Reclassification adjustment for settled hedge contracts(1)

      (144,456) (52,840) (107,256)

    Changes in fair value of hedge contracts(2)

      53,815  163,704  45,878 

    Defined benefit pension and postretirement plans:

              

    Net gain / (loss)(3)

      1,258  (13,814) 5,693 

    Plan termination and amendment(4)

          506 

    Settlement(5)

        3,380  2,493 

    Amortization of net obligation at transition(6)

        387  392 

    Amortization of prior service cost(7)

      134  640  355 

    Amortization of net loss(8)

      8,582  6,718  5,788 

    Foreign currency translation adjustment(9)

        55  32 
            

    Total other comprehensive income / (loss)

      (80,667) 108,230  (46,119)
            

    Comprehensive income / (loss)

     $51,063 $230,638 $57,267 
            

    (1)
    Net of income taxes of $91,870, $33,500 and $65,734 for the year ended December 31, 2012, 2011 and 2010, respectively.

    (2)
    Net of income taxes of $(34,890), $(103,963) and $(29,777) for the year ended December 31, 2012, 2011 and 2010, respectively.

    (3)
    Net of income taxes of $(815), $9,085 and $(3,245) for the year ended December 31, 2012, 2011 and 2010, respectively.

    (4)
    Net of income taxes of $0, $0 and $(310) for the year ended December 31, 2012, 2011 and 2010, respectively.

    (5)
    Net of income taxes of $0, $(2,143) and $(1,528) for the year ended December 31, 2012, 2011 and 2010, respectively.

    (6)
    Net of income taxes of $0, $(245) and $(240) for the year ended December 31, 2012, 2011 and 2010, respectively.

    (7)
    Net of income taxes of $(87), $(406) and $(217) for the year ended December 31, 2012, 2011 and 2010, respectively.

    (8)
    Net of income taxes of $(5,324), $(4,257) and $(3,548) for the year ended December 31, 2012, 2011 and 2010, respectively.

    (9)
    Net of income taxes of $0, $(34) and $(20) for the year ended December 31, 2012, 2011 and 2010, respectively.

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


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    CABOT OIL & GAS CORPORATION

    CONSOLIDATED STATEMENT OF CASH FLOWS

     
     Year Ended December 31, 
    (In thousands)
     2012 2011 2010 

    CASH FLOWS FROM OPERATING ACTIVITIES

              

    Net income

     $131,730 $122,408 $103,386 

    Adjustments to reconcile net income to cash provided by operating activities:

              

    Depreciation, depletion and amortization

      451,405  343,141  327,083 

    Impairment of oil and gas properties and other assets

          40,903 

    Deferred income tax expense

      80,929  74,744  61,809 

    (Gain) / loss on sale of assets

      (50,635) (63,382) (106,294)

    Exploration expense

      14,000  13,977  11,657 

    Unrealized (gain) / loss on derivative instruments

      494  965  226 

    Amortization of debt issuance costs

      5,265  4,381  3,381 

    Stock-based compensation, pension and other

      46,872  52,940  29,794 

    Changes in assets and liabilities:

              

    Accounts receivable, net

      (58,037) (19,893) (14,125)

    Income taxes

      3,055  (27,345) 34,866 

    Inventories

      7,104  7,708  (1,677)

    Other current assets

      (1,198) 1,143  3,675 

    Accounts payable and accrued liabilities

      18,843  8,546  (1,488)

    Other assets and liabilities

      2,266  (17,494) (8,285)
            

    Net cash provided by operating activities

      652,093  501,839  484,911 
            

    CASH FLOWS FROM INVESTING ACTIVITIES

              

    Capital expenditures

      (927,977) (891,277) (857,251)

    Proceeds from sale of assets

      169,326  403,657  243,510 

    Investment in equity method investment

      (6,863)    
            

    Net cash used in investing activities

      (765,514) (487,620) (613,741)
            

    CASH FLOWS FROM FINANCING ACTIVITIES

              

    Borrowings from debt

      400,000  330,000  525,000 

    Repayments of debt

      (263,000) (355,000) (355,000)

    Dividends paid

      (16,757) (12,508) (12,467)

    Capitalized debt issuance costs

      (5,005) (1,025) (13,821)

    Other

      (992) (1,724) 909 
            

    Net cash provided by / (used in) financing activities

      114,246  (40,257) 144,621 
            

    Net increase / (decrease) in cash and cash equivalents

      825  (26,038) 15,791 

    Cash and cash equivalents, beginning of period

      29,911  55,949  40,158 
            

    Cash and cash equivalents, end of period

     $30,736 $29,911 $55,949 
            

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


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    CABOT OIL & GAS CORPORATION

    CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

    (In thousands, except per share amounts)
     Common
    Shares
     Stock
    Par
     Treasury
    Shares
     Treasury
    Stock
     Paid-In
    Capital
     Accumulated
    Other
    Comprehensive
    Income /
    (Loss)
     Retained
    Earnings
     Total 

    Balance at December 31, 2009

      207,712 $20,772  404 $(3,349)$695,183 $42,436 $1,057,472 $1,812,514 
                      

    Net income

                  103,386  103,386 

    Exercise of stock options and stock appreciation rights

      78  8      762      770 

    Tax benefit of stock-based compensation

              108      108 

    Stock amortization and vesting

      630  62      12,868      12,930 

    Sale of stock held in rabbi trust

              1,578      1,578 

    Cash dividends at $0.06 per share

                  (12,467) (12,467)

    Other comprehensive income / (loss)

                (46,119)   (46,119)
                      

    Balance at December 31, 2010

      208,420 $20,842  404 $(3,349)$710,499 $(3,683)$1,148,391 $1,872,700 
                      

    Net income

                  122,408  122,408 

    Exercise of stock options and stock appreciation rights

      159  16      (1,762)     (1,746)

    Stock amortization and vesting

      440  44      13,906      13,950 

    Sale of stock held in rabbi trust

              1,734      1,734 

    Cash dividends at $0.06 per share

                  (12,508) (12,508)

    Other comprehensive income / (loss)

                108,230    108,230 
                      

    Balance at December 31, 2011

      209,019 $20,902  404 $(3,349)$724,377 $104,547 $1,258,291 $2,104,768 
                      

    Net income

                  131,730  131,730 

    Exercise of stock options and stock appreciation rights

      219  22      (6,730)     (6,708)

    Stock amortization and vesting

      1,192  119      (1,038)     (919)

    Cash dividends at $0.08 per share

                  (16,757) (16,757)

    Other comprehensive income / (loss)

                (80,667)   (80,667)
                      

    Balance at December 31, 2012

      210,430 $21,043  404 $(3,349)$716,609 $23,880 $1,373,264 $2,131,447 
                      

       

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


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    CABOT OIL & GAS CORPORATION

    CONSOLIDATED BALANCE SHEET

    (In thousands, except share amounts)
     December 31,
    2011
     December 31,
    2010
     

    ASSETS

           

    Current Assets

           

    Cash and Cash Equivalents

     $29,911 $55,949 

    Accounts Receivable, Net

      114,381  94,488 

    Income Taxes Receivable

      1,388   

    Inventories

      21,278  29,667 

    Derivative Instruments

      174,263  16,926 

    Other Current Assets

      4,579  5,978 
          

    Total Current Assets

      345,800  203,008 

    Properties and Equipment, Net (Successful Efforts Method)

      3,934,584  3,762,760 

    Derivative Instruments

      21,249   

    Other Assets

      29,860  39,263 
          

     $4,331,493 $4,005,031 
          

    LIABILITIES AND STOCKHOLDERS' EQUITY

           

    Current Liabilities

           

    Accounts Payable

     $217,294 $229,981 

    Income Taxes Payable

        25,957 

    Deferred Income Taxes

      55,132   

    Accrued Liabilities

      70,918  47,897 
          

    Total Current Liabilities

      343,344  303,835 

    Pension and Postretirement Benefits

      38,708  34,053 

    Long-Term Debt

      950,000  975,000 

    Deferred Income Taxes

      802,592  714,953 

    Asset Retirement Obligation

      60,142  72,311 

    Other Liabilities

      31,939  32,179 
          

    Total Liabilities

      2,226,725  2,132,331 
          

    Commitments and Contingencies

           

    Stockholders' Equity

           

    Common Stock:

           

    Authorized—240,000,000 Shares of $0.10 Par Value in 2011 and 2010

           

    Issued—209,019,458 Shares and 208,420,168 Shares in 2011 and 2010, respectively

      20,902  20,842 

    Additional Paid-in Capital

      724,377  710,499 

    Retained Earnings

      1,258,291  1,148,391 

    Accumulated Other Comprehensive Income / (Loss)

      104,547  (3,683)

    Less Treasury Stock, at Cost:

           

    404,400 Shares in 2011 and 2010, respectively

      (3,349) (3,349)
          

    Total Stockholders' Equity

      2,104,768  1,872,700 
          

     $4,331,493 $4,005,031 
          

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


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    CABOT OIL & GAS CORPORATION

    CONSOLIDATED STATEMENT OF CASH FLOWS

     
     Year Ended December 31, 
    (In thousands)
     2011 2010 2009 

    CASH FLOWS FROM OPERATING ACTIVITIES

              

    Net Income

     $122,408 $103,386 $148,343 

    Adjustments to Reconcile Net Income to Cash Provided by Operating Activities:

              

    Depreciation, Depletion and Amortization

      343,141  327,083  251,260 

    Impairment of Oil and Gas Properties and Other Assets

        40,903  17,622 

    Deferred Income Tax Expense

      74,744  61,809  101,815 

    (Gain) / Loss on Sale of Assets

      (63,382) (106,294) 3,303 

    Exploration Expense

      13,977  11,657  50,784 

    Unrealized Loss / (Gain) on Derivative Instruments

      965  226  1,954 

    Amortization of Debt Issuance Costs

      4,381  3,381  3,635 

    Stock-Based Compensation, Pension and Other

      52,940  29,794  31,126 

    Changes in Assets and Liabilities:

              

    Accounts Receivable, Net

      (19,893) (14,125) 28,725 

    Income Taxes

      (27,345) 34,866  358 

    Inventories

      7,708  (1,677) 17,687 

    Other Current Assets

      1,143  3,675  3,103 

    Accounts Payable and Accrued Liabilities

      8,546  (1,488) (27,202)

    Other Assets and Liabilities

      (17,494) (8,285) (4,671)

    Stock-Based Compensation Tax Benefit

          (13,790)
            

    Net Cash Provided by Operating Activities

      501,839  484,911  614,052 
            

    CASH FLOWS FROM INVESTING ACTIVITIES

              

    Capital Expenditures

      (891,277) (857,251) (611,207)

    Proceeds from Sale of Assets

      403,657  243,510  80,180 
            

    Net Cash Used in Investing Activities

      (487,620) (613,741) (531,027)
            

    CASH FLOWS FROM FINANCING ACTIVITIES

              

    Borrowings from Debt

      330,000  525,000  105,000 

    Repayments of Debt

      (355,000) (355,000) (167,000)

    Stock-Based Compensation Tax Benefit

          13,790 

    Dividends Paid

      (12,508) (12,467) (12,432)

    Capitalized Debt Issuance Costs

      (1,025) (13,821) (10,409)

    Other

      (1,724) 909  83 
            

    Net Cash Provided by / (Used in) Financing Activities

      (40,257) 144,621  (70,968)
            

    Net Increase / (Decrease) in Cash and Cash Equivalents

      (26,038) 15,791  12,057 

    Cash and Cash Equivalents, Beginning of Period

      55,949  40,158  28,101 
            

    Cash and Cash Equivalents, End of Period

     $29,911 $55,949 $40,158 
            

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


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    CABOT OIL & GAS CORPORATION

    CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

    (In thousands, except per share amounts)
     Common
    Shares
     Stock Par Treaury
    Shares
     Treasury
    Stock
     Paid-In
    Capital
     Accumulated
    Other
    Comprehensive
    Income / (Loss)
     Retained
    Earnings
     Total 

    Balance at December 31, 2008

      207,122 $20,712  404 $(3,349)$665,212 $186,426 $921,561 $1,790,562 
                      

    Net Income

                  148,343  148,343 

    Exercise of Stock Options and Stock Appreciation Rights

      28  4      51      55 

    Tax Benefit of Stock-Based Compensation

              13,790      13,790 

    Stock Amortization and Vesting

      562  56      14,870      14,926 

    Sale of Stock Held in Rabbi Trust

              1,260      1,260 

    Cash Dividends at $0.06 per Share

                  (12,432) (12,432)

    Other Comprehensive Income / (Loss)

                (143,990)   (143,990)
                      

    Balance at December 31, 2009

      207,712 $20,772  404 $(3,349)$695,183 $42,436 $1,057,472 $1,812,514 
                      

    Net Income

                  103,386  103,386 

    Exercise of Stock Options and Stock Appreciation Rights

      78  8      762      770 

    Tax Benefit of Stock-Based Compensation

              108      108 

    Stock Amortization and Vesting

      630  62      12,868      12,930 

    Sale of Stock Held in Rabbi Trust

              1,578      1,578 

    Cash Dividends at $0.06 per Share

                  (12,467) (12,467)

    Other Comprehensive Income / (Loss)

                (46,119)   (46,119)
                      

    Balance at December 31, 2010

      208,420 $20,842  404 $(3,349)$710,499 $(3,683)$1,148,391 $1,872,700 
                      

    Net Income

                  122,408  122,408 

    Exercise of Stock Options and Stock Appreciation Rights

      159  16      (1,762)     (1,746)

    Stock Amortization and Vesting

      440  44      13,906      13,950 

    Sale of Stock Held in Rabbi Trust

              1,734      1,734 

    Cash Dividends at $0.06 per Share

                  (12,508) (12,508)

    Other Comprehensive Income / (Loss)

                108,230    108,230 
                      

    Balance at December 31, 2011

      209,019 $20,902  404 $(3,349)$724,377 $104,547 $1,258,291 $2,104,768 
                      

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


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    CABOT OIL & GAS CORPORATION

    CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

     
     Year Ended December 31, 
    (In thousands)
     2011 2010 2009 

    Net Income

        $122,408    $103,386    $148,343 
                     

    Other Comprehensive Income / (Loss), net of taxes:

                       

    Reclassification Adjustment for Settled Contracts, net of taxes of $33,500, $65,734 and $147,048, respectively

         (52,840)    (107,256)    (247,979)

    Changes in Fair Value of Hedge Positions, net of taxes of $(103,963), $(29,777) and $(57,303), respectively

         163,704     45,878     96,783 

    Defined Benefit Pension and Postretirement Plans:

                       

    Net Gain / (Loss) Arising During the Year, net of taxes of $9,085, $(3,245) and $1,773, respectively

     $(13,814)   $5,693    $(3,009)   

    Effect of Plan Termination and Amendment, net of taxes of $0, $(310) and $0, respectively

           506         

    Settlement, net of taxes of $(2,143), $(1,528) and $0, respectively

      3,380     2,493         

    Amortization of Net Obligation at Transition, net of taxes of $(245), $(240) and $(236), respectively

      387     392     396    

    Amortization of Prior Service Cost, net of taxes of $(406), $(217) and (267), respectively

      640     355     450    

    Amortization of Net Loss, net of taxes of $(4,257), $(3,548) and $(1,432), respectively

      6,718  (2,689) 5,788  15,227  2,422  259 
                     

    Foreign Currency Translation Adjustment, net of taxes of $(34), $(20) and $(4,116), respectively

         55     32     6,947 
                     

    Total Other Comprehensive Income / (Loss)

         108,230     (46,119)    (143,990)
                     

    Comprehensive Income

        $230,638    $57,267    $4,353 
                     

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


    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

    1. Summary of Significant Accounting Policies

    Basis of Presentation and Nature of Operations

            Cabot Oil & Gas Corporation and its subsidiaries (the Company) are engaged in the development, exploitation, exploration, production and marketing of natural gas, crude oil and, to a lesser extent, natural gas liquids exclusively within the continental United States. The Company also transports, stores, gathers and purchases natural gas for resale. The Company's exploration and development activities are concentrated in areas with known hydrocarbon resources, which are conducive to multi-well, repeatable drilling programs.

            The Company operates in one segment, natural gas and crude oil development, exploitation and exploration. The Company's oil and gas properties are managed as a whole rather than through discrete operating segments or business units. Operational information is tracked by geographic area; however, financial performance is assessed as a single enterprise and not on a geographic basis. Allocation of resources is made on a project basis across the Company's entire portfolio without regard to geographic areas.

            The consolidated financial statements containinclude the accounts of the Company and its subsidiaries after eliminating all significant intercompany balances and transactions. Certain reclassifications have been made to prior year statements to conform with current year presentation. These reclassifications have no impact on net income.

            On January 3, 2012, the Board of Directors declared a 2-for-1 split of the Company's common stock in the form of a stock dividend. The stock dividend was distributed on January 25, 2012 to shareholders of record as of January 17, 2012. All common stock accounts and per share data have been retroactively adjusted to give effect to the 2-for-1 split of the Company's common stock.

    Recently IssuedRecent Accounting Pronouncements

            In MayDecember 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2011-04, "Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs." The amendments in this update generally represent clarifications of Topic 820, but also include some instances where a particular principle or requirement for measuring fair value or disclosing information about fair value measurements has changed. This update results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with U.S. GAAP and IFRS. The amendments in this update are to be applied prospectively. The amendments are effective for interim and annual periods beginning after December 15, 2011. Early application is not permitted. The Company does not expect this guidance to have a significant impact on its consolidated financial position, results of operations or cash flows.

            In June 2011, the FASB issued ASU No. 2011-05, "Presentation of Comprehensive Income." This update was amended in December 2011 by ASU No. 2011-12, "Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05." This update defers only those changes in update 2011-05 that relate to the presentation of reclassification adjustments. All other requirements in update 2011-05 are not affected by this update, including the requirement to report comprehensive income either in a single continuous financial statement or in two separate but consecutive financial statements. ASU No. 2011-05 and 2011-12 are effective for fiscal years (including


    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    1. Summary of Significant Accounting Policies (Continued)

    interim periods) beginning after December 15, 2011. The Company does not expect this guidance to have a significant impact on its consolidated financial position, results of operations or cash flows.

            In December 2011, the FASB issued ASU No. 2011-11, "Disclosures about Offsetting Assets and Liabilities." The amendments in this update require enhanced disclosures around financial instruments and derivative instruments that are either (1) offset in accordance with either ASCAccounting Standards Codification (ASC) 210-20-45 or ASC 815-10-45 or (2) subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset in accordance with either ASC 210-20-45 or ASC 815-10-45. An entity should provide the disclosures required by those amendments retrospectively for all comparative periods presented. The amendments are effective during interim and annual periods beginning on or after January 1, 2013. This guidance will primarily impact the Company's disclosures associated with its commodity derivatives. The Company does not expect this guidance to have any impact on its consolidated financial position, results of operations or cash flows.

            In January 2013, the FASB issued ASU No. 2013-01, "Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities." The amendments in this update clarify that the scope of ASU 2011-11 applies to derivatives accounted for in accordance with ASC 815, Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with ASC 210-20-45 or ASC 815-10-45 or subject to an enforceable master netting arrangement or similar agreement. The amendments are effective during interim and annual periods beginning on or after January 1, 2013. This guidance will primarily impact the Company's disclosures


    Table of Contents

    1. Summary of Significant Accounting Policies (Continued)

    associated with its commodity derivatives. The Company does not expect this guidance to have any impact on its consolidated financial position, results of operations or cash flows.

    Cash and Cash Equivalents

            The Company considers all highly liquid short-term investments with original maturitiesa maturity of three months or less and deposits in money market funds that are readily convertible to cash to be cash equivalents. Cash and cash equivalents were primarily concentrated in one financial institution at December 31, 20112012 and 2010.2011. The Company periodically assesses the financial condition of theseits financial institutions and considers any possible credit risk to be minimal.

    Allowance for Doubtful Accounts

            The Company records an allowance for doubtful accounts for receivables that the Company determines to be uncollectible based on the specific identification method.

    Inventories

            Inventories are comprised of natural gas in storage, tubular goods and well equipment and pipeline imbalances. All inventoryNatural gas in storage, tubular goods and well equipment balances are carried at the lower of average cost or market.

            Natural gas gathering and pipeline operations normally include imbalance arrangements with the pipeline. The volumes of natural gas due to or from the Company under imbalance arrangements are recorded at actual selling or purchase prices, as the case may be, and are adjusted monthly to reflect market changes. The net pipeline imbalance is included in inventory in the Consolidated Balance Sheet.prices.

    Allowance for Doubtful AccountsEquity Method Investment

            The Company records an allowance for doubtful accounts for receivables thatits investment in entities over which the Company determines to be uncollectiblehas significant influence, but not control, using the equity method of accounting. Under the equity method of accounting, the Company records its proportionate share of net earnings, declared dividends and partnership distributions based on the specific identification basis.most recently available financial statements of the investee. The allowanceCompany also evaluates its equity method investments for doubtful accounts, whichpotential impairment whenever events or changes in circumstances indicate that there is netted against Accounts Receivablean other-than-temporary decline in the Consolidated Balance Sheet, was $3.3 million and $4.1 million at December 31, 2011 and 2010, respectively.

    Accounts Payable

            This account may include credit balances from outstanding checks in zero balance cash accounts. These credit balances are referred to as book overdrafts and are included as a componentvalue of Accounts Payable on the Consolidated Balance Sheet. There were no credit balances from outstanding checks in zero balance cash accounts included in Accounts Payable at December 31, 2011 and 2010 as sufficient cash was available for offset.investment.

    Properties and Equipment

            The Company uses the successful efforts method of accounting for oil and gas producing activities. Under this method, acquisition costs for proved and unproved properties are capitalized when incurred.


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    1. Summary of Significant Accounting Policies (Continued)

    Exploration costs, including geological and geophysical costs, the costs of carrying and retaining unproved properties and exploratory dry hole drilling costs, are expensed. Development costs, including the costs to drill and equip development wells and successful exploratory drilling costs to locate proved reserves are capitalized.

            Exploratory drilling costs are capitalized when incurred pending the determination of whether a well has found proved reserves. The determination is based on a process which relies on interpretations of available geologic, geophysical, and engineering data. If a well is determined to be successful, the capitalized drilling costs will be reclassified as part of the cost of the well. If a well is determined to be unsuccessful, the capitalized drilling costs will be charged to exploration expense in the period the determination is made. If an exploratory well requires a major capital expenditure before production


    Table of Contents

    1. Summary of Significant Accounting Policies (Continued)

    can begin, the cost of drilling the exploratory well will continue to be carried as an asset pending determination of whether proved reserves have been found only as long as: i)(i) the well has found a sufficient quantity of reserves to justify its completion as a producing well if the required capital expenditure is made and ii)(ii) drilling of thean additional exploratory wellswell is under way or firmly planned for the near future. If drilling in the area is not under way or firmly planned, or if the well has not found a commercially producible quantity of reserves, the exploratory well is assumed to be impaired and its costs are charged to exploration expense.

            Development costs of proved oil and gas properties, including estimated dismantlement, restoration and abandonment costs and acquisition costs, are depreciated and depleted on a field basis by the units-of-production method using proved developed and proved reserves, respectively. Properties related to gathering and pipeline systems and equipment are depreciated using the straight-line method based on estimated useful lives ranging from 10 to 25 years. Generally pipeline and transmission systems are depreciated over 12 to 25 years, gathering and compression equipment is depreciated over 10 years and storage equipment and facilities are depreciated over 10 to 16 years. Buildings are depreciated on a straight-line basis over 25 to 40 years. Certain other assets are depreciated on a straight-line basis over 3 to 10 years.

            Costs of retired, sold or abandoned properties that make up a part of an amortization base (partial field) are charged to accumulated depreciation, depletion and amortization if the units-of-production rate is not significantly affected. Accordingly, a gain or loss, if any, is recognized only when a group of proved properties (entire field) that make up the amortization base has been retired, abandoned or sold.

            The Company evaluates its proved oil and gas properties and other assets for impairment whenever events or changes in circumstances indicate an asset's carrying amount may not be recoverable. The Company compares expected undiscounted future cash flows to the net book value of the asset. If the future undiscounted expected cash flows, based on estimates of future natural gas and crude oil and natural gas prices, operating costs and anticipated production from proved reserves (also potentially including risk-adjusted probable and possible reserves from time to time) are lower than the net book value of the asset, the capitalized cost is reduced to fair value. Commodity pricing is estimated by using a combination of assumptions management uses in its budgeting and forecasting process as well as historical and current prices adjusted for geographical location and quality differentials, as well as other factors that management believes will impact realizable prices. Fair value is calculated by discounting the future cash flows. The discount factor used is based on rates utilized by market participants that are commensurate with the risks inherent in the development and production of the underlying natural gas and crude oil.


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    1. Summary of Significant Accounting Policies (Continued)

            Costs attributableUnproved oil and gas properties are assessed periodically for impairment on an aggregate basis through periodic updates to the Company's unproved properties are not subject to the impairment analysis described above; however, a portion of the costs associated with such properties is subject toundeveloped acreage amortization based on past drilling and exploration experience, the Company's expectation of converting leases to held by production and average property lives. Average property lives are determined on a geographical basis and based on the estimated life of unproved property leasehold rights. During 2012, 2011 2010 and 2009,2010, amortization associated with the Company's unproved properties was $18.1 million, $32.5 million $47.6 million and $30.0$47.6 million, respectively, and is included in Depreciation, Depletion,depletion, and Amortizationamortization in the Consolidated Statement of Operations.

    Asset Retirement Obligations

            The Company records the fair value of a liability for an asset retirement obligation in the period in which it is incurred if a reasonable estimate of fair value can be made. The associated asset retirement


    Table of Contents

    1. Summary of Significant Accounting Policies (Continued)

    cost is capitalized as part of the carrying amount of the long-lived asset. Subsequently, the asset retirement cost is allocated to expense using a systematic and rational method over the asset's useful life. The majority of the asset retirement obligations recorded by the Company relate to the plugging and abandonment of oil and gas wells. However, liabilities are also recorded for meter stations, pipelines, processing plants and compressors. At December 31, 2011,2012, there were no assets legally restricted for purposes of settling asset retirement obligations.

            Additional retirement obligations increase the liability associated with new oil and gas wells and other facilities as these obligations are incurred. Accretion expense is included in Depreciation, Depletiondepletion and Amortizationamortization expense onin the Company's Consolidated Statement of Operations.

    Risk Management Activities

            From time to time, the Company enters into derivative contracts, such as natural gas and crude oil price swaps or zero-cost price collars, as a hedging strategy to manage commodity price risk associated with its production or other contractual commitments. All hedge transactions are subject to the Company's risk management policy which does not permit speculative trading activities. Gains or losses on these hedging activities are generally recognized over the period that its production or other underlying commitment is hedged as an offset to the specific hedged item. Cash flows related to any recognized gains or losses associated with these hedges are reported as cash flows from operations. If a hedge is terminated prior to expected maturity, gains or losses are deferred and included in income in the same period that the underlying production or other contractual commitment is delivered. Unrealized gains or losses associated with any derivative contract not considered a hedge are recognized currently in the results of operations.

            When the designated item associated with a derivative instrument matures or is sold, extinguished or terminated, derivative gains or losses are recognized as part of the gain or loss on the sale or settlement of the underlying item. For example, in the case of natural gas price hedges, the gain or loss is reflected in natural gas revenue. When a derivative instrument is associated with an anticipated transaction that is no longer expected to occur or if the hedge is no longer effective, the gain or loss on the derivative is recognized currently in the results of operations to the extent the market value changes in the derivative have not been offset by the effects of the price changes on the hedged item since the inception of the hedge.

            Effective January 1, 2009, the Company adopted the amended disclosure requirements prescribed in ASC 815, "Derivatives and Hedging."


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    1. Summary of Significant Accounting Policies (Continued)

    Revenue Recognition

    Producer Gas Imbalances

            The Company applies the sales method of accounting for natural gas revenue. Under this method, revenues are recognized based on the actual volume of natural gas sold to purchasers. Natural gas production operations may include joint owners who take more or less than the production volumes entitled to them on certain properties. Production volume is monitored to minimize these natural gas imbalances. A natural gas imbalance liability is recorded at the actual price realized upon the gas sale in Accounts Payablepayable in the Consolidated Balance Sheet if the Company's excess takes of natural gas exceed its estimated remaining proved developed reserves for these properties.

    Brokered Natural Gas Margin

            The revenuesRevenues and expenses related to brokering natural gas are reported gross as part of Operating Revenuesoperating revenues and Operating Expensesoperating expenses in accordance with ASC 605-45, "Revenue Recognition: Principle Agent Considerations".applicable accounting standards. The Company realizes brokered margin as a result of buying and selling natural gas utilizing separate purchase and sale transactions, typically with separate counterparties, whereby the Company and/or the counterparty


    Table of Contents

    1. Summary of Significant Accounting Policies (Continued)

    takes title to the natural gas purchased or sold. The Company realized $5.5 million, $7.4 million $8.8 million and $8.3$8.8 million of brokered natural gas margin in 2012, 2011 and 2010, and 2009, respectively.

    Natural Gas Measurement

            The Company records estimated amounts for natural gas revenues and natural gas purchase costs based on volumetric calculations under its natural gas sales and purchase contracts. Variances or imbalances resulting from such calculations are inherent in natural gas sales, production, operation, measurement, and administration. Management does not believe that differences between actual and estimated natural gas revenues or purchase costs attributable to the unresolved variances or imbalances are material.

    Income Taxes

            The Company follows the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are recorded for the estimated future tax consequences attributable to the differences between the financial carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using the tax rate in effect for the year in which those temporary differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the year of the enacted rate change. A valuation allowance is established to reduce deferred tax assets if it is more likely than not that the related tax benefits will not be realized.

            The Company is required to make judgments, including estimating reserves for potential adverse outcomes regarding tax positions that the Company has taken. The Company accounts for uncertainty in income taxes using a recognition and measurement threshold for tax positions taken or expected to be taken in a tax return. The tax benefit from an uncertain tax position is recognized when it is more likely than not that the position will be sustained upon examination by taxing authorities based on technical merits of the position. The amount of the tax benefit recognized is the largest amount of the


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    1. Summary of Significant Accounting Policies (Continued)

    benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The effective tax rate and the tax basis of assets and liabilities reflect management's estimates of the ultimate outcome of various tax uncertainties.

            The Company recognizes accrued interest related to uncertain tax positions in Interest Expenseexpense and Otherother and accrued penalties related to such positions in General and Administrativeadministrative expense in the Consolidated Statement of Operations.

    Stock-Based Compensation

            The Company accounts for stock-based compensation under athe fair value based method of accounting prescribed under ASC 718.accounting. Under the fair value method, compensation cost is measured at the grant date and remeasured each reporting period for liability-classified awards based on the fair value of an award and is recognized over the service period, which is usually the vesting period. To calculate the fair value, the Company uses either a binomial or Black-Scholes valuation model may be used.depending on the specific provisions of the award. Stock-based compensation cost for all types of awards is included in General and Administrativeadministrative expense in the Consolidated Statement of Operations.

            The tax benefit for stock-based compensation is included as both a cash inflow from financing activities and a cash outflow from operating activities in the Consolidated Statement of Cash Flows. In accordance with ASC 718, theThe Company recognizes a tax benefit only to the extent it reduces the Company's income taxes payable. The Company did not recognize a tax benefit for stock-based compensation for the years ended December 31, 2012, 2011 and 2010. For the year ended December 31, 2009, the Company realized tax benefits of $13.8 million.

    Environmental Matters

            Environmental expenditures are expensed or capitalized, as appropriate, depending on their future economic benefit. Expenditures that relate to an existing condition caused by past operations, and that do not have future economic benefit are expensed. Liabilities related to future costs are recorded on an undiscounted basis when environmental assessments and/or remediation activities are probable and the costs can be reasonably estimated. Any insurance recoveries are recorded as assets when received.


    Market RiskTable of Contents

            The Company's primary market risk is exposure to oil and natural gas prices. Realized prices are mainly driven by worldwide prices for oil and spot market prices for North American natural gas production. Commodity prices are volatile and unpredictable.1. Summary of Significant Accounting Policies (Continued)

    Credit and Concentration Risk

            Although notional contract amounts are used to express the volume of natural gas price agreements, the amounts that can be subject to credit risk in the event of non-performance by third parties are substantially smaller. The Company does not anticipate any material impact on its financial results due to non-performance by the third parties.

            In 2012, three customers accounted for approximately 18%, 12% and 10%, respectively, of the Company's total sales. In 2011, the Company did not have any one customer account for greater than 10% of the Company's total sales. In 2010, one customer accounted for approximately 11%, of the Company's total sales. In 2009, two customers accounted for approximately 13% and 11%, respectively of the Company's total sales.


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    1. Summary of Significant Accounting Policies (Continued)

    Use of Estimates

            In preparing financial statements, the Company follows accounting principles generally accepted accounting principles.in the United States of America. These principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. The most significant estimates pertain to proved natural gas natural gas liquids and crude oil reserves and related cash flow estimates used in impairment tests of oil and gas properties, natural gas natural gas liquids and crude oil revenues and expenses, current values of derivative instruments, as well as estimates of expenses related to legal, environmental and other contingencies, depreciation, depletion and amortization, asset retirement obligations, pension and postretirement obligations, stock-based compensation and deferred income taxes. Actual results could differ from those estimates.

    2. Properties and Equipment, Net

            Properties and equipment, net are comprised of the following:

     
     December 31, 
    (In thousands)
     2011 2010 

    Proved Oil and Gas Properties

     $5,006,846 $4,794,650 

    Unproved Oil and Gas Properties

      478,942  490,181 

    Gathering and Pipeline Systems

      238,660  237,043 

    Land, Building and Other Equipment

      80,908  86,248 
          

      5,805,356  5,608,122 

    Accumulated Depreciation, Depletion and Amortization

      (1,870,772) (1,845,362)
          

     $3,934,584 $3,762,760 
          
     
     December 31, 
    (In thousands)
     2012 2011 

    Proved oil and gas properties

     $5,724,940 $5,006,846 

    Unproved oil and gas properties

      467,483  478,942 

    Gathering and pipeline systems

      239,656  238,660 

    Land, building and other equipment

      86,137  80,908 
          

      6,518,216  5,805,356 

    Accumulated depreciation, depletion and amortization

      (2,207,239) (1,870,772)
          

     $4,310,977 $3,934,584 
          

    Table of Contents

    2. Properties and Equipment, Net (Continued)

    Capitalized Exploratory Well Costs

            The following table reflects the net changes in capitalized exploratory well costs during 2011, 2010 and 2009.costs:


     December 31,  Year Ended December 31, 
    (In thousands)
     2011 2010 2009  2012 2011 2010 

    Beginning balance at January 1

     $4,285 $4,179 $5,990  $5,328 $4,285 $4,179 

    Additions to capitalized exploratory well costs pending the determination of proved reserves

     5,328 4,285 4,179  10,390 5,328 4,285 

    Reclassifications to wells, facilities, and equipment based on the determination of proved reserves

     (1,138) (4,148) (762)  (1,138) (4,148)

    Capitalized exploratory well costs charged to expense

     (3,147) (31) (5,228) (5,328) (3,147) (31)
                  

    Ending balance at December 31

     $5,328 $4,285 $4,179  $10,390 $5,328 $4,285 
                  

    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    2. Properties and Equipment, Net (Continued)

            The following table provides an aging of capitalized exploratory well costs based on the date the drilling was completed for which exploratory well costs have been capitalized for a period greater than one year since the completion of drilling:completed:


     December 31,  December 31, 
    (In thousands)
     2011 2010 2009  2012 2011 2010 

    Capitalized exploratory well costs that have been capitalized for a period of one year or less

     $5,328 $4,285 $4,179  $10,390 $5,328 $4,285 

    Capitalized exploratory well costs that have been capitalized for a period greater than one year

            
                  

    Balance at December 31

     $5,328 $4,285 $4,179 
            $10,390 $5,328 $4,285 
           

    Impairments

            During 2010, the Company recorded an impairment of $40.9 million of impairments ofassociated with its oil and gas properties and other assets. The Company recorded a $35.8 million impairment of oil and gas properties due to continued price declines and limited activity in two south Texas fields. These fields were reduced to a fair value of approximately $15.4 million. An impairment of $5.1 million was recorded related to drilling and service equipment that was primarily used for drilling activities in West Virginia. The impairment was a result of decreased activity in West Virginia and the decision to sell the underlying assets.drilling and service equipment. These assets were reduced to fair value of approximately $4.0 million.

            The Company also recorded an impairment loss of approximately $5.8 million during 2010 associated with the sale of certain properties in Colorado, which was recognized in the Gain / (Loss)(loss) on Salesale of Assetsassets in the Consolidated Statement of Operations. The fair value of the impaired properties was approximately $3.0 million and was determined using a market approach which considered the execution of a purchase and sale agreement the Company entered into on June 30, 2010. Accordingly, the inputs associated with the fair value of assets held for sale were considered Level 2 in the fair value hierarchy.

            During 2009, the Company recorded $17.6 million of impairments of oil and gas properties. The Company recorded an impairment of $12.0 million and $5.6 million in the Fossil Federal field in San Miguel County, Colorado and the Beaurline field in Hildalgo County, Texas, respectively, due to lower well performance. These fields were reduced to fair value of approximately $8.9 million.

    Fair value of oil and gas properties was determined using the income approach utilizing discounted future cash flows. The fair value of the impaired oil and gas properties and other assets was based on significant inputs that were not observable in the market and are considered to be Level 3 inputs as defined in ASC 820.inputs. Refer to Note 1314 for more information and a description of fair value hierarchy. Key assumptions include (1) oilnatural gas and natural gascrude oil prices (adjusted to quality and basis differentials), (2) projections of estimated quantities of oil and gas reserves and production, (3) estimates of future development and production


    Table of Contents

    2. Properties and Equipment, Net (Continued)

    operating costs and (4) risk adjusted discount rates (14% at September 30, 2010 and 16% at December 31, 2009, respectively)2010). Fair value of drilling and service equipment was determined using the market approach which considered broker quotes from market participants in the oil field services sector.


    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    2. Properties and Equipment, Net (Continued)

            Natural gas prices have decreased from an average price of $4.39 per Mmbtu in 2010 to an average price of $4.04 per Mmbtu in 2011. Natural gas prices were $3.36 per Mmbtu in December 2011 and have continued to decline to $2.68 per Mmbtu in February 2012. Natural gas prices represent the first of the month Henry Hub index price per Mmbtu. Oil prices have increased from an average price of $77.32 per barrel in 2010 to an average price of $94.01 per barrel in 2011. Any further decline in natural gas prices or quantities could result in an impairment of proved oil and gas properties.

    Divestitures

            The Company recognized an aggregate gain on sale of assets of $50.6 million, $63.4 million and $106.3 million for the years ended December 3,31, 2012, 2011 and 2010, respectively,respectively.

            In December 2012, the Company sold certain proved oil and gas properties located in south Texas to a private company for $29.9 million, subject to post closing adjustments, and recognized an $18.2 million loss on sale of assets.

            In June 2012, the Company sold a 35% non-operated working interest associated with certain of its Pearsall Shale undeveloped leaseholds in south Texas to a wholly owned subsidiary of Osaka Gas Co., Ltd. (Osaka) for total consideration of approximately $251.0 million. The Company received $125.0 million in cash proceeds and Osaka agreed to fund 85% of the Company's share of future drilling and completion costs associated with these leaseholds until it has paid approximately $126.0 million in accordance with a joint development agreement entered into at closing. The drilling and completion carry will terminate two years after the closing of the transaction. The Company recognized a $67.0 million gain on sale of assets associated with this sale.

            In 2012, the Company also sold various other unproved properties and other assets for total proceeds of $14.4 million and recognized an aggregate lossgain of $3.3 million for the year ended December 31, 2009.$1.8 million.

            In October 2011, the Company sold certain proved oil and gas properties located in Colorado, Utah and Wyoming to Breitburn Operating L.P., a wholly owned subsidiary of Breitburn Energy Partners L.P. for $285.0 million. The Company received $283.2 million in cash proceeds, after closing adjustments, and recognized a $4.2 million gain on sale of assets.

            In May 2011, the Company sold certain of its unproved Haynesville and Bossier Shale oil and gas properties in east Texas to a third party. The Company received approximately $47.0 million in cash proceeds and recognized a $34.2 million gain on sale of assets.

            In February and April 2011, respectively, the Company entered into two participation agreements with third parties related to certain of its Haynesville and Bossier Shale leaseholds in east Texas. Under the terms of the participation agreements, the third parties willagreed to fund 100% of the cost to drill and complete certain Haynesville and Bossier Shale wells in the related leaseholds over a multi-year period in exchange for a 75% working interest in the leaseholds. During 2011, the Company received a reimbursement of drilling costs incurred of approximately $12.9 million associated with wells that had commenced drilling prior to the execution of the participation agreements.

            In 2011, the Company also sold various other unproved properties and other assets for total proceeds of $73.5 million and recognized an aggregate gain of $25.0 million.

            In December 2010, the Company sold its existing Pennsylvania gathering infrastructure of approximately 75 miles of pipeline and two compressor stations to Williams Field Services (Williams), a subsidiary of Williams Partners L.P., for $150 million. Under the terms of the purchasemillion and sale agreement, the Company was obligated to construct pipelines to connect certain of its 2010 program wells, complete the construction of the Lathrop compressor station and complete taps into certain pipeline delivery points. These obligations were completed in 2011. As of December 31, 2010, the Company recognized a $49.3 million gain on sale of assets, which included the accrual of $17.9 million associated withrelated to certain obligations that were required under the obligations described above. Theterms of the purchase and sale agreement.


    Table of Contents

    2. Properties and Equipment, Net (Continued)

            In November 2010, the Company also entered intosold its investment in common stock of Tourmaline Oil Corporation for $61.3 million and recognized a 25-year firm gathering contract with Williams that requires Williams to complete constructiongain of approximately 32 miles$40.7 million which is included in Gain/(loss) on sale of high pressure pipeline, 65 miles of trunklines and two compressor stations in Susquehanna County, Pennsylvaniaassets in the next two years. Additionally, Williams will connect allConsolidated Statement of the Company's drilling program wells, which will connect our production to five interstate pipeline delivery options.Operations.

            In 2010, the Company also sold various other proved and unproved properties and other assets for total proceeds of $32.2 million and recognized an aggregate gain of $16.3 million.


    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    2. Properties and Equipment, Net (Continued)

            In April 2009, the Company sold substantially all of its Canadian proved oil and gas properties to Tourmaline Oil Corporation (Tourmaline) for total consideration of $84.4 million ($63.8 million in cash and $20.6 million in common stock of Tourmaline) and recognized a loss of approximately $16.0 million. The common stock investment was accounted for using the cost method. In November 2010, the Company sold its investment in common stock of Tourmaline for $61.3 million and recognized a gain of $40.7 million which is included in Gain/(Loss) on Sale of Assets in the Consolidated Statement of Operations.

            In 2009, the Company also sold certain oil and gas properties in West Virginia for cash proceeds of $11.4 million and recognized a gain of $12.7 million.


    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    3. Additional Balance Sheet Information

            Certain balance sheet amounts are comprised of the following:

     
     December 31, 
    (In thousands)
     2011 2010 

    ACCOUNTS RECEIVABLE, NET

           

    Trade Accounts

     $111,306 $91,077 

    Joint Interest Accounts

      5,417  4,901 

    Other Accounts

      1,003  2,603 
          

      117,726  98,581 

    Allowance for Doubtful Accounts

      (3,345) (4,093)
          

     $114,381  94,488 
          

    INVENTORIES

           

    Natural Gas in Storage

     $13,513 $13,371 

    Tubular Goods and Well Equipment

      7,146  17,072 

    Pipeline Imbalances

      619  (776)
          

     $21,278 $29,667 
          

    OTHER CURRENT ASSETS

           

    Drilling Advances

     $55 $2,796 

    Prepaid Balances

      2,290  2,925 

    Restricted Cash

      2,234   

    Deferred Income Taxes

        257 
          

     $4,579 $5,978 
          

    OTHER ASSETS

           

    Rabbi Trust Deferred Compensation Plan

     $10,838 $15,788 

    Debt Issuance Cost

      17,680  22,061 

    Other Accounts

      1,342  1,414 
          

     $29,860 $39,263 
          

    ACCOUNTS PAYABLE

           

    Trade Accounts

     $18,253 $27,401 

    Natural Gas Purchases

      3,012  3,596 

    Royalty and Other Owners

      48,113  36,034 

    Accrued Capital Costs

      138,122  146,824 

    Taxes Other Than Income

      2,076  2,655 

    Drilling Advances

      1,489  523 

    Wellhead Gas Imbalances

      2,312  5,142 

    Other Accounts

      3,917  7,806 
          

     $217,294 $229,981 
          

    ACCRUED LIABILITIES

           

    Employee Benefits

     $26,035 $10,790 

    Pension and Postretirement Benefits

      6,331  1,688 

    Taxes Other Than Income

      12,297  14,576 

    Interest Payable

      24,701  19,488 

    Derivative Contracts

      385   

    Other Accounts

      1,169  1,355 
          

     $70,918 $47,897 
          

    OTHER LIABILITIES

           

    Rabbi Trust Deferred Compensation Plan

     $20,187 $21,600 

    Derivative Contracts

        2,180 

    Other Accounts

      11,752  8,399 
          

     $31,939 $32,179 
          
     
     December 31, 
    (In thousands)
     2012 2011 

    ACCOUNTS RECEIVABLE, NET

           

    Trade accounts

     $165,070 $111,306 

    Joint interest accounts

      5,659  5,417 

    Other accounts

      2,817  1,003 
          

      173,546  117,726 

    Allowance for doubtful accounts

      (1,127) (3,345)
          

     $172,419 $114,381 
          

    INVENTORIES

           

    Natural gas in storage

     $7,494 $13,513 

    Tubular goods and well equipment

      6,392  7,146 

    Other accounts

      287  619 
          

     $14,173 $21,278 
          

    OTHER CURRENT ASSETS

           

    Prepaid balances and other

     $2,158 $2,345 

    Restricted cash

        2,234 
          

     $2,158 $4,579 
          

    OTHER ASSETS

           

    Deferred compensation plan

     $10,608 $10,838 

    Debt issuance cost

      17,420  17,680 

    Equity method investment

      6,915   

    Other accounts

      83  1,342 
          

     $35,026 $29,860 
          

    ACCOUNTS PAYABLE

           

    Trade accounts

     $22,977 $18,253 

    Natural gas purchases

      4,892  3,012 

    Royalty and other owners

      66,321  48,113 

    Accrued capital costs

      164,862  138,122 

    Taxes other than income

      1,284  2,076 

    Drilling advances

      44,203  1,489 

    Producer gas imbalances

      1,602  2,312 

    Other accounts

      6,339  3,917 
          

     $312,480 $217,294 
          

    ACCRUED LIABILITIES

           

    Employee benefits

     $16,011 $26,035 

    Pension and postretirement benefits

      1,304  6,331 

    Taxes other than income

      8,735  12,297 

    Interest payable

      22,329  24,701 

    Derivative contracts

      192  385 

    Other accounts

      1,218  1,169 
          

     $49,789 $70,918 
          

    OTHER LIABILITIES

           

    Deferred compensation plan

     $23,893 $20,187 

    Other accounts

      16,282  11,752 
          

     $40,175 $31,939 
          

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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    4. Debt and Credit Agreements

            The Company's debt consisted of the following as of:following:

     
     December 31, 
    (In thousands)
     2011 2010 

    Long-Term Debt

           

    7.33% Weighted-Average Fixed Rate Notes

     $95,000 $95,000 

    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 

    Credit Facility

      188,000  213,000 
          

     $950,000 $975,000 
          
     
     December 31, 
    (In thousands)
     2012 2011 

    Long-Term Debt

           

    7.33% weighted-average fixed rate notes

     $95,000 $95,000 

    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 

    Credit facility

      325,000  188,000 

    Current Maturities

           

    7.33% weighted-average fixed rate notes

      (75,000)  
          

    Long-Term Debt, excluding Current Maturities

     $1,012,000 $950,000 
          

            The Company has debt maturities of $75$75.0 million due in 2013, and $20$20.0 million in 2016.2016 and $245.0 million due in 2018. In addition, the revolving credit facility (credit facility) matures in 2015.2017. No other tranches of debt are due within the next five years.

            In June 2010,At December 31, 2012, the Company amendedwas in compliance with all restrictive financial covenants in both the agreements governing itsrevolving credit agreement and senior notes to amend the required asset coverage ratio (the present value of the Company's proved reserves plus working capital to debt) contained in the agreements. The amendments revised the calculation of present value of proved reserves to reflect specified pricing assumptions based on quoted futures prices in lieu of historical realized prices, reduced the limit on proved undeveloped reserves included in the calculation from 35% to 30%, and increased the required ratio from 1.50:1 to 1.75:1. The amendments also provided that for so long as a borrowing base calculation is required under the Company's credit facility, the calculated indebtedness may not exceed 115% of such borrowing base for this ratio. If such a borrowing base calculation is not required under the credit facility, the Company would no longer be subject to the asset coverage ratio under the agreements, but would instead be required to maintain a ratio of debt to consolidated EBITDAX (as defined) not to exceed 3.0 to 1.0. In conjunction with the amendments, the Company incurred $2.0 million of debt issuance costs which were capitalized and are being amortized over the term of the respective amended agreements in accordance with ASC 470-50, "Debt Modifications and Extinguishments."notes.

    7.33% Weighted-Average Fixed Rate Notes

            In July 2001, the Company issued $170 million of Notes to a group of seven institutional investors in a private placement. The Notes have bullet maturities and were issued in three separate tranches as follows:


     Principal Term Maturity
    Date
     Coupon  Principal Term Maturity
    Date
     Coupon

    Tranche 1

     $75,000,000 10-year July 2011 7.26% $75,000,000 10-year July 2011 7.26%

    Tranche 2

     $75,000,000 12-year July 2013 7.36% $75,000,000 12-year July 2013 7.36%

    Tranche 3

     $20,000,000 15-year July 2016 7.46% $20,000,000 15-year July 2016 7.46%

            TheInterest on each series of the 7.33% 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


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    4. Debt and Credit Agreements (Continued)

    required asset coverage ratio (present value of proved reserves to debt and other liabilities) of at least 1.75 to 1.0 (as amended) and a minimum annual coverage ratio of operating cash flow to interest expense for the trailing four quarters of 2.8 to 1.0.

            In December 2010, the Company repaid the $75.0 million outstanding of Tranche 1 prior to the due date. In connection with the early payment the Company was required to pay a make-whole premium of $2.8 million which iswas included in Interest Expenseexpense and Otherother in the Consolidated Statement of Operations.


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    4. Debt and Credit Agreements (Continued)

    6.51% Weighted-Average Fixed Rate Notes

            In July 2008, the Company issued $425 million of senior unsecured fixed-rate notes to a group of 41 institutional investors in a private placement. The Notes have bullet maturities and were issued in three separate tranches as follows:


     Principal Term Maturity
    Date
     Coupon  Principal Term Maturity Date Coupon

    Tranche 1

     $245,000,000 10-year July 2018 6.44% $245,000,000 10-year July 2018 6.44%

    Tranche 2

     $100,000,000 12-year July 2020 6.54% $100,000,000 12-year July 2020 6.54%

    Tranche 3

     $80,000,000 15-year July 2023 6.69% $80,000,000 15-year July 2023 6.69%

            Interest on each series of the 6.51% 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 with a third party other than under certain limited conditions. There are also various other restrictive covenants customarily found in such debt instruments. These covenants include a required asset coverage ratio (present value of proved reserves plus adjusted cash (as defined in the note purchase agreement) to debt and other liabilities) of at least 1.75 to 1.0 (as amended) 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 are subject to customary events of default. The Company is required to offer to prepay the Notes upon specified change in control events accompanied by a ratings decline below investment grade.

    9.78% Notes

            In December 2008, the Company issued $67 million aggregate principal amount of its 10-year 9.78% Series G Senior Notes to a group of four institutional investors in a private placement. Interest on the Notes is payable semi-annually. The Company may prepay all or any portion of the Notes on any date at a price equal to the principal amount thereof plus accrued and unpaid interest plus a make-whole premium. The other terms of the Notes are substantially similar to the terms of the 6.51% Weighted-Average Fixed Rate Notes.


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    4. Debt and Credit Agreements (Continued)

    5.58% Weighted-Average Fixed Rate Notes

            In December 2010, the Company issued $175 million of senior unsecured fixed-rate notes to a group of eight institutional investors in a private placement. The Notes have bullet maturities and were issued in three separate tranches as follows:


     Principal Term Maturity
    Date
     Coupon  Principal Term Maturity
    Date
     Coupon

    Tranche 1

     $88,000,000 10-year January 2021 5.42% $88,000,000 10-year January 2021 5.42%

    Tranche 2

     $25,000,000 12-year January 2023 5.59% $25,000,000 12-year January 2023 5.59%

    Tranche 3

     $62,000,000 15-year January 2026 5.80% $62,000,000 15-year January 2026 5.80%

            Interest on each series of the 5.58% 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 other terms of the Notes are substantially similar to the terms of the 6.51% Weighted-Average Fixed Rate Notes.


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    4. Debt and Credit Agreements (Continued)

    Revolving Credit Agreement

            In September 2010, the Company amended and restated its revolving credit facility. The Company subsequently amended the revolving credit facility in May 2012 to adjust the margins associated with borrowings under the facility and extended the maturity date from September 2015 to May 2017. The credit facility, as amended, provides for an available credit line of $900 million and containswith an accordion feature, allowingwhich allows the Company to increase the available credit line to $1.0 billion,by an additional $500 million if any one or more of the existing banks or new banks agree to provide such increased commitment amount. The other terms and conditions of the amended facility provided for an initial $1.5 billion borrowing baseare generally consistent with the terms and matures inconditions of the September 2015. As of December 31, 2011, the Company's borrowing base was $1.7 billion.2010 credit agreement prior to its amendment.

            In conjunction with entering into the September 2010 amended credit facility,May 2012 amendment, the Company incurred $11.7$5.0 million of debt issuance costs, which were capitalized and will be amortized over the term of the amended credit facility. Approximately $6.3$1.3 million inof unamortized costscost associated with the original credit facility was recognized as amendeda debt extinguishment cost, which was included in June 2010,Interest expense and other in the Consolidated Statement of Operations, and the remaining unamortized costs of $11.0 million will be amortized over the term of the amended credit facility in accordance with ASC 470-50, "Debt Modifications and Extinguishments."facility.

            The amended credit facility is unsecured. The available credit line is subject to adjustment from time to time on the basis of (1) the projected present value (as determined by the banks based on the Company's reserve reports and engineering reports) of estimated future net cash flows from certain proved oil and gas reserves and certain other assets of the Company (the "Borrowing Base") and (2) the outstanding principal balance of the Company's senior notes. While the Company does not expect a reduction in the available credit line, in the event that it is adjusted below the outstanding level of borrowings in connection with scheduled redetermination or due to a termination of hedge positions, the Company has a period of six months to reduce its outstanding debt in equal monthly installments to the adjusted credit line available.

            The Borrowing Base is redetermined annually under the terms of the credit facility on April 1. In addition, either the Company or the banks may request an interim redetermination twice a year in connection with certain acquisitions or sales of oil and gas properties. Effective April 1, 2011, the lenders under the Company's revolving credit facility approved an increase inAs of December 31, 2012, the Company's borrowing base from $1.5 billion towas $1.7 billion as part of the annual redetermination under the terms of the


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    4. Debt and Credit Agreements (Continued)

    credit facility. The Company's plan to sell certain oil and gas properties located in Colorado, Utah and Wyoming, triggered an interim redetermination of the Company's borrowing base, and the $1.7 billion borrowing base was reaffirmed by the lenders effective September 27, 2011.billion.

            Interest rates under the amended credit facility are based on Euro-Dollars (LIBOR) or Base Rate (Prime) indications, plus a margin. TheseThe associated margins increase if the total indebtedness under the credit facility and the Company's senior notes is greater than 25%, greater than 50%, greater than 75% or greater than 90%as a percentage of the Borrowing Base asis greater than the percentages shown below:

     
     Debt Percentage 
     
     <25% ³ 25% <50% ³ 50% <75% ³ 75% <90% ³ 90% 

    Eurodollar Margin

      2.000% 2.250% 2.500% 2.750% 3.000%

    Base Rate Margin

      1.125% 1.375% 1.625% 1.875% 2.125%
     
     Debt Percentage
     
     <25% ³25% <50% ³50% <75% ³75% <90% ³90%

    Eurodollar loans

     1.50% 1.75% 2.00% 2.25% 2.50%

    ABR loans

     0.50% 0.75% 1.00% 1.25% 1.50%

            The amended credit facility provides for a commitment fee on the unused available balance at annual rates ofranging from 0.375% to 0.50%.

            The amended credit facility also contains various customary restrictions, which include the following (with all calculations based on definitions contained in the agreement):

      (a)
      Maintenance of a minimum annual coverage ratio of operating cash flow to interest expense for the trailing four quarters of 2.8 to 1.0.


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    4. Debt and Credit Agreements (Continued)

      (b)
      Maintenance of an asset coverage ratio of the present value of proved reserves plus working capital to debt of 1.75 to 1.0.

      (c)
      Maintenance of a current ratio of 1.0 to 1.0.

      (d)
      Prohibition on the merger or sale of all or substantially all of the Company's or any subsidiary's assets to a third party, except under certain limited conditions.

            In addition, the amended credit facility includes a customary condition to the Company's borrowings under the facility that a material adverse change has not occurred with respect to the Company.

            At December 31, 20112012 and 2010,2011, borrowings outstanding under the Company's credit facilitiesfacility were $325.0 million and $188.0 million, and $213.0 million, respectively. In addition, the Company had $1.0 million letters of credit outstanding and availabilityAvailability under the credit facility of $711.0 million at December 31, 2011.2012 was $574.0 million.

            The Company's weighted-average effective interest rates for the credit facilitiesfacility during the years ended December 31, 2012, 2011 2010 and 20092010 were approximately 4.1%3.0%, 3.8%4.1% and 4.0%3.8%, respectively. As of December 31, 20112012 and 2010,2011, the weighted-average interest rate on the Company's credit facility was approximately 4.9%2.2% and 3.1%4.9%, respectively.

    5. Equity Method Investment

    Constitution Pipeline Company, LLC

            In February 2012, the Company entered into a Precedent Agreement with Constitution Pipeline Company, LLC (Constitution), at the time a wholly owned subsidiary of Williams Partners L.P., to develop and construct a 120 mile large diameter pipeline to transport its production in northeast Pennsylvania to both the New England and New York markets. Under the terms of the Precedent Agreement, the Company will have transportation rights for up to approximately 500,000 Mcf per day of capacity on the newly constructed pipeline, subject to regulatory approval and certain terms and conditions to be determined.

            In April 2012, the Company entered into an Amended and Restated Limited Liability Company Agreement (LLC Agreement) with Constitution, which thereby became an unconsolidated investee. Under the terms of the LLC Agreement, the Company acquired a 25% equity interest and agreed to invest its proportionate share of costs associated with the development and construction of the pipeline and related facilities, subject to a contribution cap of $250 million, which is expected to occur over approximately four years.

            During 2012, the Company made contributions of $6.9 million to fund costs associated with the project. The Company's net book value in this equity investment was $6.9 million as of December 31, 2012 and is included in Other assets in the Consolidated Balance Sheet. There were no material earnings or losses associated with Constitution during 2012. Earnings (losses) on equity method investment are included in Interest expense and other in the Consolidated Statement of Operations.


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    6. Employee Benefit Plans

    Pension Plan

            Prior to its termination in 2010, the Company had a non-contributory, defined benefit pension plan for all full-time employees, referred to as the tax qualified defined benefit pension plan (qualified pension plan). Plan benefits were based primarily on years of service and salary level near retirement. During the existence of the plan, the Company complied with the Employee Retirement Income


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    5. Employee Benefit Plans (Continued)

    Security Act (ERISA) of 1974 and Internal Revenue Code limitations when funding the plan. The Company also had an unfunded non-qualified supplemental pension plan to ensure payments to certain executive officers of amounts to which they would have been entitled under the provisions of the pension plan, but for limitations imposed by federal tax laws, referred to as the supplemental non-qualified pension arrangements (non-qualified pension plan).

    Termination and Amendment of Qualified and Non-Qualified Pension Plans

            On July 28, 2010, the Company notified its employees of its plan to terminate its qualified pension plan, with the plan and its related trust to be liquidated following appropriate filings with the Pension Benefit Guaranty Corporation and Internal Revenue Service, effective September 30, 2010. The Company then amended and restated the qualified pension plan to freeze benefit accruals, to provide for termination of the plan, to allow for an early retirement enhancement to be available to all active participants as of September 30, 2010 regardless of their age and years of service as of that date, and to make certain changes that were required or made desirable as a result of developments in the law. Because no further benefits willwould accrue under the qualified pension plan after September 30, 2010, the Company's related non-qualified pension plan was effectively frozen and no additional benefits were accrued under those arrangements after September 30, 2010.

            FreezingOn March 14, 2012, the above plans resulted inInternal Revenue Service provided the Company with a remeasurementfavorable determination letter for the termination of the Company's qualified pension obligations andplan. During 2012, the Company contributed $11.3 million to its qualified plan assets as of July 28, 2010. In calculatingto fund the remeasurement at the timeliquidation of the termination, management used a discount rate of 5.25% fortrust under the qualified pension plan and 4.5% for the non-qualified pension plan, which was consistent with the Company's methodology of determining the discount rate for these plans in prior periods. The discount rate was based on a yield curve based on high-quality corporate bonds that could be purchased to settle the pension obligation. Management determined the discount rate by matching this yield curve with the timing and amounts of the expected benefit payments for the Company's plans.

            As a result of these changes to the Company's qualified and non-qualified pension plans, the Company revised its amortization period for prior service costs and actuarial losses based upon the anticipated final distribution of benefits from each plan. Prior service costs established in each plan prior to freeze were fully recognized in the third quarter of 2010 as a result of the plan freeze.

            On December 15,During 2011, the Company contributed $5.6 million to its non-qualified pension plan to fund the final distribution of benefits. As of December 31, 2012 and 2011, the benefit obligations associated with the qualified and non-qualified pension planplans, respectively, were fully satisfied.

    Obligations and Funded Status

            The funded status represents the difference between the projected benefit obligation of the Company's qualified and non-qualified pension plans and the fair value of the qualified pension plan's assets at December 31.


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    5.6. Employee Benefit Plans (Continued)

            The change in the combined projected benefit obligation of the Company's qualified and non-qualified pension plans and the change in the Company's qualified pension plan assets at fair value are as follows:

     
     Year Ended December 31, 
    (In thousands)
     2011(1) 2010 2009 

    Change in Benefit Obligation

              

    Benefit Obligation at Beginning of Year

     $63,872 $75,092 $63,008 

    Service Cost

        2,774  3,443 

    Interest Cost

      2,826  3,700  3,712 

    Actuarial Loss

      11,835  9,265  6,262 

    Plan Termination and Amendment

        (12,331)  

    Benefits Paid

      (10,831) (14,628) (1,333)

    Annuities Paid

      (18,084)    
            

    Benefit Obligation at End of Year

      49,618  63,872  75,092 
            

    Change in Plan Assets

              

    Fair Value of Plan Assets at Beginning of Year

      60,078  53,180  34,295 

    Actual Return on Plan Assets

      (291) 7,095  10,903 

    Employer Contributions

      14,332  15,416  10,136 

    Benefits Paid

      (10,831) (14,628) (1,333)

    Annuities Purchased

      (18,084)    

    Expenses Paid

      (656) (985) (821)
            

    Fair Value of Plan Assets at End of Year

      44,548  60,078  53,180 
            

    Funded Status at End of Year

     $(5,070)$(3,794)$(21,912)
            
     
     Year Ended December 31, 
    (In thousands)
     2012(1) 2011(2) 2010 

    Change in Benefit Obligation

              

    Benefit obligation at beginning of year

     $49,618 $63,872 $75,092 

    Service cost

          2,774 

    Interest cost

      922  2,826  3,700 

    Actuarial loss

      7,444  11,835  9,265 

    Plan termination and amendment

          (12,331)

    Benefits paid

      (50,969) (10,831) (14,628)

    Annuities paid

      (7,015) (18,084)  
            

    Benefit obligation at end of year

        49,618  63,872 
            

    Change in Plan Assets

              

    Fair value of plan assets at beginning of year

      44,548  60,078  53,180 

    Actual return on plan assets

      2,719  (291) 7,095 

    Employer contributions

      11,251  14,332  15,416 

    Benefits paid

      (50,969) (10,831) (14,628)

    Annuities purchased

      (7,015) (18,084)  

    Expenses paid

      (534) (656) (985)
            

    Fair value of plan assets at end of year(3)

        44,548  60,078 
            

    Funded status at end of year

     $ $(5,070)$(3,794)
            

    (1)
    On July 13, 2012, the Company made a final distribution of benefits from the qualified pension plan.

    (2)
    On December 15, 2011, the Company made a final distribution of benefits from the non-qualified pension plan.

    (3)
    Plan assets consist of cash and investments in equity and debt securities. Cash held in the trust is classified as Level 1 in the fair value hierarchy. The fair value of investments in equity and debt securities is based on market quoted market prices where there are few transactions for the assets utilizing public information, independent external valuations from third-party pricing services or third-party advisors securities. Investments in both equity and debt securities are classified as Level 2 in the fair value hierarchy.

    Amounts Recognized in the Balance Sheet

            Amounts recognized in the balance sheet consist of the following:

     
     December 31, 
    (In thousands)
     2011 2010 2009 

    Current Liabilities

     $5,070 $603 $488 

    Long-Term Liabilities

        3,191  21,424 
            

     $5,070 $3,794 $21,912 
            
     
     December 31, 
    (In thousands)
     2012 2011 2010 

    Current liabilities

     $ $5,070 $603 

    Long-term liabilities

          3,191 
            

     $ $5,070 $3,794 
            

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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    5.6. Employee Benefit Plans (Continued)

    Amounts Recognized in Accumulated Other Comprehensive Income

            Amounts recognized in accumulated other comprehensive income consist of the following:

     
     December 31, 
    (In thousands)
     2011 2010 2009 

    Prior Service Cost

     $221 $1,267 $92 

    Net Actuarial Loss

      13,082  12,248  32,061 
            

     $13,303 $13,515 $32,153 
            

    Information for Pension Plans with an Accumulated Benefit Obligation in Excess of Plan Assets

     
     December 31, 
    (In thousands)
     2011 2010 2009 

    Projected Benefit Obligation

     $49,618 $63,872 $75,092 

    Accumulated Benefit Obligation

     $49,618 $63,872 $61,822 

    Fair Value of Plan Assets

     $44,548 $60,078 $53,180 
     
     December 31, 
    (In thousands)
     2012 2011 2010 

    Prior service cost

     $ $221 $1,267 

    Net actuarial loss

        13,082  12,248 
            

     $ $13,303 $13,515 
            

    Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Income Income—Combined Qualified and Non-Qualified Pension Plans

     
     Year Ended December 31, 
    (In thousands)
     2011(1) 2010 2009 

    Components of Net Periodic Benefit Cost

              

    Current Year Service Cost

     $ $2,774 $3,443 

    Interest Cost

      2,826  3,700  3,712 

    Expected Return on Plan Assets

      (4,103) (4,260) (2,685)

    Amortization of Prior Service Cost

      1,046  572  51 

    Amortization of Net Loss

      10,527  8,705  3,177 

    Plan Termination and Amendment

        423   

    Settlement

      5,523  4,021   
            

    Net Periodic Pension Cost

     $15,819 $15,935 $7,698 
            

    Other Changes in Qualified Plan Assets and Benefit

              

    Obligations Recognized in Other Comprehensive Income

              

    Net (Gain)/Loss

     $16,884 $(4,523)$(1,135)

    Amortization of Net Loss

      (10,527) (8,705) (3,335)

    Amortization of Prior Service Cost

      (1,046) (572)  

    Effect of Plan Termination and Amendment

        (816)  

    Settlement

      (5,523) (4,021)  
            

    Total Recognized in Other Comprehensive Income

     $(212)$(18,637)$(4,470)
            

    Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Income

     $15,607 $(2,702)$3,228 
            
     
     Year Ended December 31, 
    (In thousands)
     2012(1) 2011(2) 2010 

    Components of Net Periodic Benefit Cost

              

    Current year service cost

     $ $ $2,774 

    Interest cost

      922  2,826  3,700 

    Expected return on plan assets

      (1,747) (4,103) (4,260)

    Amortization of prior service cost

      221  1,046  572 

    Amortization of net loss

      13,082  10,527  8,705 

    Plan termination and amendment

          423 

    Settlement

      7,007  5,523  4,021 
            

    Net periodic pension cost

     $19,485 $15,819 $15,935 
            

    Other Changes in Qualified Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income

              

    Net (gain)/loss

     $ $16,884 $(4,523)

    Amortization of net loss

      (13,082) (10,527) (8,705)

    Amortization of prior service cost

      (221) (1,046) (572)

    Effect of plan termination and amendment

          (816)

    Settlement

        (5,523) (4,021)
            

    Total recognized in other comprehensive income

     $(13,303)$(212)$(18,637)
            

    Total recognized in net periodic benefit cost and other comprehensive income

     $6,182 $15,607 $(2,702)
            

    (1)
    On July 13, 2012, the Company made a final distribution of benefits from the qualified pension plan.

    (2)
    On December 15, 2011, the Company made a final distribution of benefits from the non-qualified pension plan.

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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    5. Employee Benefit Plans (Continued)

            The estimated prior service cost and net actuarial loss for the qualified pension plan that will be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year are $0.2 million and $13.1 million, respectively.

    Assumptions

            Weighted-average assumptions used to determine projected pension benefit obligations were as follows:

     
     December 31, 
     
     2011 2010 2009 

    Discount Rate

      3.75% 5.25% 5.75%

    Rate of Compensation Increase

          4.00%

            Weighted-average assumptions used to determine net periodic pension costs are as follows:

     
     December 31, 
     
     2011 2010 2009 

    Discount Rate (January 1 - December 31)(1)

      4.50%   5.75%

    Discount Rate (January 1 - July 31)(2)

      5.25% 5.25%  

    Discount Rate (August 1 - December 31)(2)

      4.75% 4.80%  

    Expected Long-Term Return on Plan Assets

      
    8.00

    %
     
    8.00

    %
     
    8.00

    %

    Rate of Compensation Increase

          4.00%

    (1)
    Represents the discount rate used to determine the projected benefit costs for qualified and non-qualified pension plans for 2009 and the non-qualified plan for 2011.

    (2)
    Represents the discount rate used to determine the net periodic pension costs for the qualified plan for 2011 and 2010 and the non-qualified pension plan for 2010. For the qualified plan in 2011, a 5.25% discount rate was used from January 1, 2011 through July 31, 2011; due to a remeasurement triggered by settlements that occurred during the year, the discount rate was adjusted to 4.75% for the remainder of 2011. For both the qualified and non-qualified plans in 2010, a discount rate of 5.25% was used from January 1, 2010 through July 31, 2010. Due to the plan termination and amendments that were effective in July 2010, the discount rate was adjusted for determining the net periodic pension costs for the remainder of 2010 to 4.80%.

            The Company establishes the long-term expected rate of return by developing a forward looking long-term expected rate of return assumption for each asset class, taking into account factors such as the expected real return for the specific asset class and inflation. One of the plan objectives is that performance of the equity portion of the pension plan exceeds the Standard and Poors' 500 Index over the long-term. The Company also seeks to achieve a minimum five percent annual real rate of return (above the rate of inflation) on the total portfolio over the long-term. In the Company's pension calculations, the Company has used 8% as the expected long-term return on plan assets for 2011, 2010 and 2009. In order to derive this return, a Monte Carlo simulation was run using 5,000 simulations based upon the Company's actual asset allocation. This model uses historical data for the period of


    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    5. Employee Benefit Plans (Continued)

    1926-2007 for stocks, bonds and cash to determine the best estimate range of future returns. The median rate of return, or return that the Company expects to achieve over 50% of the time, is approximately 9%. The Company expects to achieve at a minimum approximately 7% annual real rate of return on the total portfolio over the long-term at least 75% of the time. The Company believes that the 8% chosen is a reasonable estimate based on its actual results.

    Plan Assets

            The Company's pension plan assets were accounted for at fair value and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Each portfolio uses independent pricing services approved by the Trustee to value the Company's investments. All common/collective trust funds are managed by the Trustee. Refer to Note 13 for more information and a description of the fair value hierarchy.

            The Company's investments in equity securities for which market quotations are readily available are valued at the last reported sale price or official closing price as reported by an independent pricing service on the primary market or exchange on which they are traded.

            The Company's investment in debt securities are valued based on quotations received from dealers who transact in markets with such securities or by independent pricing services. For corporate bonds, bank notes, floating rate loans, foreign government and government agency obligations, municipal securities, preferred securities, supranational obligations, U.S. government and government agency obligations pricing services generally utilize matrix pricing which considers yield or price of bonds of comparable quality, coupon, maturity and type as well as dealer supplied prices.

            The fair value of the plan assets of the Company's qualified pension plan at December 31, 2011 and 2010 by asset category are as follows:

    (In thousands)
     Quoted Prices in
    Active Markets for
    Identical Assets
    (Level 1)
     Significant Other
    Observable Inputs
    (Level 2)
     Significant
    Unobservable Inputs
    (Level 3)
     Balance as of
    December 31, 2011
     

    Asset Category

                 

    Cash

     $1,093 $ $ $1,093 

    Equity securities:

                 

    Domestic:

                 

    Large-cap

        13,036    13,036 

    Small-cap

        2,270    2,270 

    Emerging Markets

        1,321    1,321 

    Growth

        2,685    2,685 

    International:

                 

    Diversified

        7,598    7,598 

    Small-cap

        895    895 

    Debt securities

        15,650    15,650 
              

     $1,093 $43,455 $ $44,548 
              

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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    5. Employee Benefit Plans (Continued)

    (In thousands)
     Quoted Prices in
    Active Markets for
    Identical Assets
    (Level 1)
     Significant Other
    Observable Inputs
    (Level 2)
     Significant
    Unobservable Inputs
    (Level 3)
     Balance as of
    December 31, 2010
     

    Asset Category

                 

    Cash

     $1,201 $ $ $1,201 

    Equity securities:

                 

    Domestic:

                 

    Large-cap

        17,578    17,578 

    Small-cap

        3,072    3,072 

    Emerging Markets

        1,817    1,817 

    Growth

        3,623    3,623 

    International:

                 

    Diversified

        10,204    10,204 

    Small-cap

        1,232    1,232 

    Debt securities

        21,351    21,351 
              

     $1,201 $58,877 $ $60,078 
              

            The Company's investment strategy for the pension benefit plan assets is to remain fully invested in the market until the final determination for the plan termination is complete. The Company will continue to target a portfolio of assets utilizing equity securities, debt securities and cash equivalents that are within a range of approximately 50% to 80% for equity securities and approximately 20% to 40% for fixed income securities.

    Cash Flows

    Employer Contributions / Estimated Future Benefit Payments

            The funding levels of the pension and postretirement benefit plans (described below) are in compliance with standards set by applicable law or regulation. The Company did not have any required minimum funding obligations for its qualified pension plan in 2011; however, it chose to fund $7.0 million into the qualified pension plan. In 2012, the Company does not have any required minimum funding obligations for the qualified plan; however, the Company expects to make a final distribution of benefits from the qualified pension plan in the first half of 2012. During 2011, the Company contributed $7.3 million to its non-qualified pension plan.

    Postretirement Benefits Other than Pensions

            The Company provides certain health care benefits for retired employees, including their spouses, eligible dependents and surviving spouses (retirees). These benefits are commonly called postretirement benefits. The health care plans are contributory, with participants' contributions adjusted annually.


    Table of Contents

    6. Employee Benefit Plans (Continued)

    Most employees become eligible for these benefits if they meet certain age and service requirements at retirement. The Company was providing postretirement benefits to 265 retirees and their dependents at the end of 2012 and 275 retirees and their dependents at the end of 2011 and 257 retirees and their dependents at the end of 2010.


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    5. Employee Benefit Plans (Continued)2011.

    Obligations and Funded Status

            The funded status represents the difference between the accumulated benefit obligation of the Company's postretirement plan and the fair value of plan assets at December 31. The postretirement plan does not have any plan assets; therefore, the funded status is equal to the amount of the December 31 accumulated benefit obligation.

            The change in the Company's postretirement benefit obligation is as follows:

     
     Year Ended December 31, 
    (In thousands)
     2011 2010 2009 

    Change in Benefit Obligation

              

    Benefit Obligation at Beginning of Year

     $31,947 $34,392 $26,888 

    Service Cost

      1,403  1,265  1,279 

    Interest Cost

      1,717  1,696  1,594 

    Actuarial (Gain) / Loss

      6,015  (4,415) 5,917 

    Benefits Paid

      (1,113) (991) (1,286)
            

    Benefit Obligation at End of Year

     $39,969 $31,947 $34,392 
            

    Change in Plan Assets

              

    Fair Value of Plan Assets at End of Year

           
            

    Funded Status at End of Year

     $(39,969)$(31,947)$(34,392)
            
     
     Year Ended December 31, 
    (In thousands)
     2012 2011 2010 

    Change in Benefit Obligation

              

    Benefit obligation at beginning of year

     $39,969 $31,947 $34,392 

    Service cost

      1,513  1,403  1,265 

    Interest cost

      1,537  1,717  1,696 

    Actuarial (gain) / loss

      (2,073) 6,015  (4,415)

    Benefits paid

      (778) (1,113) (991)
            

    Benefit obligation at end of year

     $40,168 $39,969 $31,947 
            

    Change in Plan Assets

              

    Fair value of plan assets at end of year

           
            

    Funded status at end of year

     $(40,168)$(39,969)$(31,947)
            

    Amounts Recognized in the Balance Sheet

            Amounts recognized in the balance sheet consist of the following:

     
     December 31, 
    (In thousands)
     2011 2010 2009 

    Current Liabilities

     $1,261 $1,085 $981 

    Long-Term Liabilities

      38,708  30,862  33,411 
            

     $39,969 $31,947 $34,392 
            
     
     December 31, 
    (In thousands)
     2012 2011 2010 

    Current liabilities

     $1,304 $1,261 $1,085 

    Long-term liabilities

      38,864  38,708  30,862 
            

     $40,168 $39,969 $31,947 
            

    Amounts Recognized in Accumulated Other Comprehensive Income

            Amounts recognized in accumulated other comprehensive income consist of the following:

     
     December 31, 
    (In thousands)
     2011 2010 2009 

    Transition Obligation

     $ $632 $1,263 

    Net Actuarial Loss

      14,166  8,408  13,455 
            

     $14,166 $9,040 $14,718 
            
     
     December 31, 
    (In thousands)
     2012 2011 2010 

    Transition obligation

     $ $ $632 

    Net actuarial loss

      11,269  14,166  8,408 
            

     $11,269 $14,166 $9,040 
            

    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    5.6. Employee Benefit Plans (Continued)

        ��   The estimated net actuarial loss for the defined benefit postretirement plan that will be amortized from accumulated other comprehensive income into net periodic postretirement cost over the next fiscal year is $1.1$0.8 million.

    Components of Net Periodic Benefit Cost and Other Amounts Recognized in Other Comprehensive Income

     
     Year Ended December 31, 
    (In thousands)
     2011 2010 2009 

    Components of Net Periodic Postretirement Benefit Cost

              

    Current Year Service Cost

     $1,403 $1,265 $1,279 

    Interest Cost

      1,717  1,696  1,594 

    Amortization of Prior Service Cost

          666 

    Amortization of Net Obligation at Transition

      632  632  632 

    Amortization of Net Loss

      448  631  676 
            

    Net Periodic Postretirement Cost

     $4,200 $4,224 $4,847 
            

    Other Changes in Benefit Obligations Recognized in Other Comprehensive Income

              

    Net (Gain) / Loss

     $6,015 $(4,415)$5,917 

    Amortization of Prior Service Cost

          (666)

    Amortization of Net Obligation at Transition

      (632) (632) (632)

    Amortization of Net Loss

      (448) (631) (676)
            

    Total Recognized in Other Comprehensive Income

      4,935  (5,678) 3,943 
            

    Total Recognized in Net Periodic Benefit Cost and Other Comprehensive Income

     $9,135 $(1,454)$8,790 
            
     
     Year Ended December 31, 
    (In thousands)
     2012 2011 2010 

    Components of Net Periodic Postretirement Benefit Cost

              

    Current year service cost

     $1,513 $1,403 $1,265 

    Interest cost

      1,537  1,717  1,696 

    Amortization of net obligation at transition

        632  632 

    Amortization of net loss

      824  448  631 
            

    Net periodic postretirement cost

     $3,874 $4,200 $4,224 
            

    Other Changes in Benefit Obligations Recognized in Other Comprehensive Income

              

    Net (gain) / loss

     $(2,073)$6,015 $(4,415)

    Amortization of net obligation at transition

        (632) (632)

    Amortization of net loss

      (824) (448) (631)
            

    Total recognized in other comprehensive income

      (2,897) 4,935  (5,678)
            

    Total recognized in net periodic benefit cost and other comprehensive income

     $977 $9,135 $(1,454)
            

    Assumptions

            Assumptions used to determine projected postretirement benefit obligations and postretirement costs are as follows:

     
     December 31, 
     
     2011 2010 2009 

    Discount Rate(1)

      4.25% 5.75% 5.75%

    Health Care Cost Trend Rate for Medical Benefits Assumed for Next Year

      8.00% 9.00% 10.00%

    Rate to which the cost trend rate is assumed to decline (the Ultimate Trend Rate)

      5.00% 5.00% 5.00%

    Year that the rate reaches the Ultimate Trend Rate

      2015  2015  2015 
     
     December 31, 
     
     2012 2011 2010 

    Discount rate(1)

      4.00%  4.25%  5.75% 

    Health care cost trend rate for medical benefits assumed for next year

      7.00%  8.00%  9.00% 

    Rate to which the cost trend rate is assumed to decline (the ultimate trend rate)

      5.00%  5.00%  5.00% 

    Year that the rate reaches the ultimate trend rate

      2015  2015  2015 

    (1)
    Represents the year end rates used to determine the projected benefit obligation. To compute postretirement cost in 2012, 2011 2010 and 2009,2010, respectively, the beginning of year discount rates of 4.25%, 5.75% and 5.75% were used.

    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    5. Employee Benefit Plans (Continued)

            Coverage provided to participants age 65 and older is under a fully-insured arrangement. The Company subsidy is limited to 60% of the expected annual fully-insuredfully- insured premium for participants age 65 and older. For all participants under age 65, the Company subsidy for all retiree medical and prescription drug benefits, beginning January 1, 2006, was limited to an aggregate annual amount not to exceed $648,000. This limit increases by 3.5% annually thereafter. The Company prepaid the life insurance premiums for all retirees retiring before January 1, 2006 eliminating all future premiums for retiree life insurance. A life insurance product is offered to employees allowing employees to continue coverage into retirement by paying the premiums directly to the life insurance provider.


    Table of Contents

    6. Employee Benefit Plans (Continued)

            Assumed health care cost trend rates may have a significant effect on the amounts reported for the health care plans. A one-percentage-point change in assumed health care cost trend rates would have the following effects:

    (In thousands)
     1-Percentage-
    Point Increase
     1-Percentage-
    Point Decrease
      1-Percentage-
    Point Increase
     1-Percentage-
    Point Decrease
     

    Effect on total of service and interest cost

     $642 $(355) $588 $(470)

    Effect on postretirement benefit obligation

     6,404 (5,207) 6,451 5,241 

    Cash Flows

    Contributions

            The Company expects to contribute approximately $1.3 million to the postretirement benefit plan in 2012.2013.

    Estimated Future Benefit Payments

            The following estimated benefit payments under the Company's postretirement plans, which reflect expected future service, as appropriate, are expected to be paid as follows:

    (In thousands)
      
       
     

    2012

     1,287 

    2013

     1,445  $1,330 

    2014

     1,679  1,465 

    2015

     1,807  1,568 

    2016

     1,920  1,665 

    Years 2017 - 2021

     12,367 

    2017

     1,772 

    Years 2018 - 2022

     11,372 

    Savings Investment Plan

            The Company has a Savings Investment Plan (SIP), which is a defined contribution plan. The Company matches a portion of employees' contributions in cash. Participation in the SIP is voluntary, and all regular employees of the Company are eligible to participate. The Company made contributions of $2.0$2.5 million, $2.2$2.0 million and $2.2 million in 2012, 2011 2010 and 2009,2010, respectively, which are included in General and Administrativeadministrative expense in the Consolidated Statement of Operations. The Company matches employee contributions dollar-for-dollar, up to the maximum IRS limit, on the first six percent of an employee's pretax earnings. The Company's common stock is an investment option within the SIP.


    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    5. Employee Benefit Plans (Continued)

            In July 2010, the Company amended the SIP to provide for discretionary profit sharing contributions upon termination of the qualified pension plan effective September 30, 2010. The Company presently makes a discretionary profit-sharingprofit- sharing contribution to this plan in an amount equal to 9% of an eligible plan participant's salary and bonus. The Company charged to expense plan contributions of $3.9 million, $3.6 million and $0.8 million in 2012, 2011 and 2010, respectively, which are included in General and Administrativeadministrative expense in the Consolidated Statement of Operations.

    Deferred Compensation Plan

            In 1998, theThe Company establishedhas a Deferred Compensation Plan which wasis available to officers and certain members of the CompanyCompany's management group and acts as a supplement to the SIP. The Internal Revenue Code does not cap the amount of compensation that may be taken into account for purposes


    Table of Contents

    6. Employee Benefit Plans (Continued)

    of determining contributions to the Deferred Compensation Plan and does not impose limitations on the amount of contributions to the Deferred Compensation Plan. Effective October 1, 2010, the Company amended the Deferred Compensation Plan to broaden the group of eligible employees who participate in the plan beyond the officers of the Company. Under this amendment, the Company may designate any member of the Company's management group as a participant in the Deferred Compensation Plan and may further designate whether such a participant is eligible to make deferral elections from their compensation. At the present time, the Company anticipates making such a contribution to the Deferred Compensation Plan on behalf of a participant in the event that Internal Revenue Code limitations cause a participant to receive less than the full Company matching contribution under the SIP. The Deferred Compensation Plan was also amended to provide that the Company would credit the accounts of participants who had entered into supplemental employee retirement plan agreements with the Company in an amount equal to which such participant would have been entitled under the terms of the supplemental employee retirement plan agreement in effect between the Company and the participant as of September 29, 2010, if the participant had terminated employment on September 30, 2010. This amendment also placed restrictions on the payment of these amounts in order to comply with Section 409A of the Internal Revenue Code. Effective January 1, 2011, the Company amended and restated the Deferred Compensation Plan to incorporate prior plan amendments and to provide for Company contributions that may not be made to the Company's tax-qualified Savings Investment Plan as a result of limitations imposed by the Internal Revenue Code.

            The assets of the Deferred Compensation Plan are held in a rabbi trust and are subject to additional risk of loss in the event of bankruptcy or insolvency of the Company.

            TheUnder the Deferred Compensation Plan, the participants direct the deemed investment of amounts credited to their accounts under the Deferred Compensation Plan.accounts. The trust assets are invested in either mutual funds that cover the investment spectrum from equity to money market, or may include holdings of the Company's common stock, which is funded by the issuance of shares to the trust. The mutual funds are publicly traded and have market prices that are readily available. Settlement payments are made to participants in cash, either in a lump sum or in periodic installments. The market value of the trust assets, excluding the Company's common stock, was $10.8$10.6 million and $15.8$10.8 million at December 31, 20112012 and 2010,2011, respectively, and is included in Other Assetsassets in the Consolidated Balance Sheet. Related liabilities, including the Company's common stock, totaled $20.2$23.9 million and $21.6$20.2 million at December 31, 20112012 and 2010,2011, respectively, and are included in Other Liabilitiesliabilities in the Consolidated Balance Sheet. With the exception of the Company's common stock, there is no impact on earnings or earnings per share from the changes in market value of the deferred compensation plan assets because the changes in


    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    5. Employee Benefit Plans (Continued)

    market value of the trust assets are offset completely by changes in the value of the liability, which represents trust assets belonging to plan participants.

            The Company's common stock held in the rabbi trust is recorded at the market value on the date of deferral, which totaled $4.9$5.7 million and $6.6$4.9 million at December 31, 20112012 and 2010,2011, respectively and is included in Additional Paid-in Capitalpaid-in capital in Stockholders' Equity in the Consolidated Balance Sheet. As of December 31, 2011,2012, 267,087 shares of the Company's stock representing vested performance share awards were deferred into the rabbi trust. During 2011, a decrease to2012, the rabbi trust deferred compensation liability of $1.4 million was recognized, representing a decrease of $4.9 million related to a decrease in value of investments, excluding the Company's stock, coupled with a $0.8 million reduction in the liability due to shares that were sold out of the rabbi trust, partially offset by a $4.3 million increase based on the increase in the closing price of the Company's stock December 31, 2010 to December 31, 2011. The Company recognized $5.3$3.2 million in General and Administrativeadministrative expense in the Consolidated Statement of Operations representing the increase in the closing price of the Company's shares held in the trust and also due to the sale of shares in the Company's stock.trust. The Company's common stock issued to the trust is not considered outstanding for purposes of calculating basic earnings per share, but is considered a common stock equivalent in the calculation of diluted earnings per share.

            The Company charged to expense plan contributions of $661,676, $522,807 and $109,196 in 2012, 2011 and $0 in 2011, 2010, and 2009, respectively, which are included in General and Administrativeadministrative expense in the Consolidated Statement of Operations.


    6.Table of Contents

    7. Income Taxes

            Income tax expense is summarized as follows:


     Year Ended December 31,  Year Ended December 31, 
    (In thousands)
     2011 2010 2009  2012 2011 2010 

    Current

      

    Federal

     $39,749 $29,879 $(26,323) $24,618 $39,749 $29,879 

    State

     (1,714) 3,424 (545) 563 (1,714) 3,424 
                  

    Total

     38,035 33,303 (26,868) 25,181 38,035 33,303 
                  

    Deferred

      

    Federal

     46,599 37,981 100,896  57,704 46,599 37,981 

    State

     28,145 23,828 919  23,225 28,145 23,828 
                  

    Total

     74,744 61,809 101,815  80,929 74,744 61,809 
                  

    Total Income Tax Expense

     $112,779 $95,112 $74,947 

    Total income tax expense

     $106,110 $112,779 $95,112 
                  

    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    6. Income Taxes (Continued)

            Total income taxes were different than the amounts computed by applying the statutory federal income tax rate as follows:

     
     Year Ended December 31, 
    (Dollars in thousands)
     2011 2010 2009 

    Statutory Federal Income Tax Rate

      35% 35% 35  %

    Computed "Expected" Federal Income Tax

     
    $

    82,316
     
    $

    69,475
     
    $

    78,153
     

    State Income Tax, Net of Federal Income Tax Benefit

      8,989  6,638  4,476 

    Deferred Tax Adjustment Related to Change in Overall State Tax Rate

      19,068  18,973  (3,925)

    Sale of Foreign Assets

          (1,656)

    Other, Net

      2,406  26  (2,101)
            

    Total Income Tax Expense

     $112,779 $95,112 $74,947 
            
     
     Year Ended December 31, 
    (Dollars in thousands)
     2012 2011 2010 

    Statutory federal income tax rate

      35%  35%  35% 

    Computed "expected" federal income tax

     
    $

    83,244
     
    $

    82,316
     
    $

    69,475
     

    State income tax, net of federal income tax benefit

      9,609  8,989  6,638 

    Deferred tax adjustment related to change in overall state tax rate

      13,596  19,068  18,973 

    Other, net

      (339) 2,406  26 
            

    Total income tax expense

     $106,110 $112,779 $95,112 
            

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    7. Income Taxes (Continued)

            The tax effects of temporary differences that resulted in significant portions of the deferred tax liabilities and deferred tax assets were as follows:

     
     December 31, 
    (In thousands)
     2011 2010 

    Deferred Tax Liabilities

           

    Property, Plant and Equipment

     $1,068,762 $925,397 

    Hedging Liabilities / Receivables

      68,670  6,419 

    Prepaid Expenses and Other

      9,261  6,654 
          

    Total

      1,146,693  938,470 
          

    Deferred Tax Assets

           

    Alternative Minimum Tax Credit

      101,290  62,105 

    Net Operating Loss

      113,496  95,102 

    Foreign Tax Credits

      4,685  6,354 

    Pension and Other Post-Retirement Benefits

      19,892  13,342 

    Items Accrued for Financial Reporting Purposes and Other

      49,606  46,871 
          

    Total

      288,969  223,774 
          

    Net Deferred Tax Liabilities

     $857,724 $714,696 
          
     
     December 31, 
    (In thousands)
     2012 2011 

    Deferred Tax Liabilities

           

    Property, plant and equipment

     $1,204,735 $1,068,762 

    Hedging liabilities / receivables

      19,915  68,670 

    Prepaid expenses and other

      736  9,261 
          

    Total

      1,225,386  1,146,693 
          

    Deferred Tax Assets

           

    Alternative minimum tax credit

      125,862  101,290 

    Net operating loss

      137,422  113,496 

    Foreign tax credits

      4,923  4,685 

    Pension and other post-retirement benefits

      16,498  19,892 

    Items accrued for financial reporting purposes and other

      52,806  49,606 
          

    Total

      337,511  288,969 
          

    Net deferred tax liabilities

     $887,875 $857,724 
          

            As of December 31, 2011,2012, the Company had alternative minimum tax credit carryforwards of $101.3$125.9 million which do not expire and can be used to offset regular income taxes in future years to the extent that regular income taxes exceed the alternative minimum tax in any such year. The Company also had net operating loss carryforwards of $291.8$398.6 million and $312.7$378.2 million for federal and state reporting purposes, respectively, the majority of which will expire between 2016 and 2031. It2032. The Company believes it is expectedmore likely than not that these deferred tax benefits will be utilized prior to their expiration.


    Table Tax benefits related to employee stock-based compensation included in net operating loss carryforwards but not reflected in deferred tax assets as of ContentsDecember 31, 2012 are approximately $66.9 million.


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    6. Income Taxes (Continued)

    Uncertain Tax Positions

            A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:


     Year Ended
    December 31,
      Year Ended
    December 31,
     
    (In thousands)
     2011 2010 2009  2012 2011 2010 

    Unrecognized tax benefit balance at beginning of year

     $ $500 $500  $ $ $500 

    Additions based on tax provisions related to the current year

            

    Additions for tax positions of prior years

            

    Reductions for tax positions of prior years

      (500)     (500)

    Settlements

            
                  

    Unrecognized tax benefit balance at end of year

     $ $ $500  $ $ $ 
                  

            During 2010, unrecognized tax benefits were reduced by $0.5 million as a result of the completion of the Internal Revenue Service (IRS) Joint Committee on Taxation review of the 2005-2008 tax years that were under audit by the IRS. This reduction did not materially affect the effective tax rate. As of


    Table of Contents

    7. Income Taxes (Continued)

    December 31, 20112012 and 2010,2011, the Company did not have any uncertain tax positions reported in the Consolidated Balance Sheet.

            The Company files income tax returns in the U.S. federal jurisdiction, various states and other jurisdictions. The Company is no longer subject to examinations by state authorities before 2005.2008. The Company is not currently under examination by the IRS.

    7.8. Commitments and Contingencies

    Gas Transportation Agreements

            The Company has entered into certain natural gas and liquids transportation agreements with various pipelines with initial terms ranging from approximately four to 2523 years. Under certain of these agreements, the Company is obligated to transport minimum daily natural gas volumes,quantities, or pay for any deficiencies at a specified rate. The Company is also obligated under certain of these arrangements to pay a demand charge for firm capacity rights on pipeline systems regardless of the amount of pipeline capacity utilized by the Company. In most cases, the Company's production commitment to these pipelines is expected to exceed minimum daily volumesquantities provided in the agreements. If the Company does not utilize the capacity, it can release it to others, thus reducing its potential liability.

            Future obligations under gas transportation agreements as of December 31, 20112012 are as follows:

    (In thousands)
      
       
     

    2012

     84,285 

    2013

     115,221  $94,714 

    2014

     122,106  98,145 

    2015

     122,184  115,203 

    2016

     122,542  126,973 

    2017

     121,923 

    Thereafter

     1,286,991  1,156,294 
          

     $1,853,329  $1,713,252 
          

    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    7. Commitments and Contingencies (Continued)

    Drilling Rig Commitments

            During 2011,2012, the Company entereddid not enter into twoany new long-term drilling rig commitments. The existing commitments ranging from twothat commenced in the fourth quarter of 2011 relate to three years for itsthe Company's capital program in the Marcellus Shale in northeast Pennsylvania. The drilling rig commitments commenced in the fourth quarter of 2011.and have original terms ranging from two to three years. The future minimum commitments under these agreements as of December 31, 20112012 are $19.8 million in 2012, $18.1$17.9 million in 2013 and $8.0$9.2 million in 2014.

    Hydraulic Fracturing Services Commitments

            During 2011, the Company entered into a thirteen month hydraulic fracturing services commitment in the Marcellus Shale in northeast Pennsylvania, which commenced in the fourth quarter of 2011. The future minimum commitments under the agreement as of December 31, 2011 are $82.2 million in 2012.

    Lease Commitments

            The Company leases certain transportation vehicles,office space, warehouse facilities, office space,vehicles, and machinery and equipment under cancelable and non-cancelable leases. Rent expense under these arrangements totaled $11.6 million, $13.6 million $18.3 million and $17.4$18.3 million for the years ended December 31, 2012, 2011 and 2010, respectively.


    Table of Contents

    8. Commitments and 2009, respectively.Contingencies (Continued)

            Future minimum rental commitments under non-cancelable leases in effect at December 31, 20112012 are as follows:

    (In thousands)
      
       
     

    2012

     5,656 

    2013

     5,311  $5,106 

    2014

     4,591  4,652 

    2015

     2,876  3,624 

    2016

     201  730 

    2017

     192 

    Thereafter

        
          

     $18,635  $14,304 
          

    Legal Matters

    Preferential Purchase Right Litigation

            In September 2005, the Company and Linn Energy, LLC were sued by Power Gas Marketing & Transmission, Inc. in the Court of Common Pleas of Indiana County, Pennsylvania. The lawsuit seeks unspecified damages arising out of the Company's 2003 sale of oil and gas properties located in Indiana County, Pennsylvania, to Linn Energy, LLC. The plaintiff alleges breach of a preferential purchase right regarding those properties contained in a 1969 joint operating agreement to which the plaintiff was a party. The Company initially obtained judgment as a matter of law as to all claims in a decision by the trial court dated February 2007. Plaintiff appealed the ruling to the Pennsylvania Superior Court, where the ruling in favor of the Company was reversed and remanded to the trial court in March 2008. The Company appealed the Superior Court ruling to the Pennsylvania Supreme Court, but in December 2008 that Court declined to review. Effective July 2008, Linn Energy, LLC sold the subject properties


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    7. Commitments and Contingencies (Continued)

    to XTO Energy, Inc., giving rise to a second lawsuit for unspecified damages filed in September 2009 by EXCO—North Coast Energy, Inc., as successor in interest to Power Gas Marketing & Transmission, Inc., against the Company, Linn Energy, LLC and XTO Energy, Inc. The second lawsuit has been consolidated into the first lawsuit. A bench trial was held in early June 2012 and closing arguments were held in January 2013, but there has not yet been a final ruling on the merits, should one be necessary, has been set for early March 2012.case.

            The Company believes that the plaintiff's claims lack merit and does not consider a loss related to this matter to be probable; however, due to the inherent uncertainties of litigation, a loss is possible. In the event that the Company is found liable, the potential loss is currently estimated to be less than $15 million.

    Other

            The Company is also a defendant in various other legal proceedings arising in the normal course of business. All known liabilities are accrued based on management's 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 flow; however, operating results could be significantly impacted in reporting periods in which such matters are resolved.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


    Table of Contents

    8. Commitments and Contingencies (Continued)

    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 Consolidated Financial Statements. Future changes in facts and circumstances could result in the actual liability exceeding the estimated ranges of loss and amounts accrued.

    Environmental Matters

    Pennsylvania Department of Environmental Protection

            On November 4, 2009,December 15, 2010, the Company entered into a consent order and settlement agreement (CO&SA) with the Pennsylvania Department of Environmental Protection (PaDEP) executed a consent order (Consent Order), addressing a number of environmental issues originally identified in 2008 and 2009, including alleged releases of drilling mud and other substances, alleged record keeping violations at various wells and alleged natural gas contamination of 13 water supplies to 14 households in Susquehanna County, Pennsylvania. As part of the settlement, the Company paid an aggregate $120,000 civil penalty with respect to the matters addressed by the Consent Order, which were consolidated at the request of the PaDEP.


    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    7. CommitmentsDuring 2010 and Contingencies (Continued)

            On April 15, 2010, the Company and the PaDEP executed a modified Consent Order (First Modified Consent Order). The First Modified Consent Order provided that the Company would make available a permanent source of potable water to 14 households, most of which the Company had already been supplying with water. The First Modified Consent Order included the following conditions: (i) the Company would plug and abandon three vertical natural gas wells and would undertake certain remedial measures on a fourth well in a nine square mile area in Susquehanna County; (ii) the Company would complete these actions prior to new natural gas well drilling permits being issued for drilling in Pennsylvania, and prior to initiating hydraulic fracturing of seven wells already drilled in the area of concern; and (iii) the Company would also postpone drilling of new natural gas wells in the area of concern until certain terms of the consent orders were fulfilled. In addition, the First Modified Consent Order included a condition that the Company would take certain other actions if requested by the PaDEP and agreed to by the Company, which could include the plugging and abandonment of up to 10 additional wells. As part of the settlement,2011, the Company paid a $240,000 civil penalty and the First Modified Consent Order included a provision that the Company would pay an additional $30,000 per month until certain terms under the First Modified Consent Order were satisfied.

            On July 19, 2010, the Company and the PaDEP executed a Second Modification to Consent Order (Second Modified Consent Order) acknowledging that the Company plugged and abandoned the three vertical natural gas wells and completed work on the fourth natural gas well to the PaDEP's satisfaction. As a result, the PaDEP agreed to commence the processing and issuance of new well drilling permits outside the area of concern so long as the Company continued to provide temporary potable water and offered to provide gas/water separators to 14 households. No penalties were assessed under the Second Modified Consent Order.

            As outlined in the Second Modified Consent Order, the Company made offers to provide whole-house water treatment systems to 14 households. On August 5, 2010 the Company filed with the PaDEP its report, prepared by its experts, finding that the Company's natural gas well drilling and development activities were not the source of methane gas reported to be in the groundwater and water wells in the area of concern.

            In a September 14, 2010 letter to the Company, the PaDEP rejected the Company's expert report and stated its determination that the Company's drilling activities continue to cause the unpermitted discharge of natural gas into the groundwater and continue to affect residential water supplies in the area of concern. The PaDEP directed the Company to plug or take remedial actions at the remaining 10 natural gas wells and to contact the PaDEP to discuss connecting the impacted water supplies into community public water systems.

            In a September 28, 2010 reply letter to the PaDEP, the Company disagreed with the PaDEP's rejection of the Company's expert report, disagreed that the remaining 10 natural gas wells continue to impact groundwater and affect residential water supplies and disagreed that a community public water system is necessary or feasible. The Company believed that offering installation of a whole-house water treatment system to the 14 households constituted compliance with the Company's obligations under these consent orders. The Company also asserted its belief that the Consent Order, First Modified Consent Order and Second Modified Consent Order were unlawful and not legally binding or enforceable.


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    7. Commitments and Contingencies (Continued)

            On December 15, 2010, the Company entered into a consent order and settlement agreement with the PaDEP (CO&SA), which according to its terms supersedes and/or replaces the Consent Order, the First Modified Consent Order and the Second Modified Consent Order. Under the CO&SA, among other things, the Company agreed to place a total of $4.2$1.3 million into escrow accounts for the benefitin settlement of each of the identified households, pay $500,000 to the PaDEP to reimburse the PaDEP for its costs, perform remedial measures for two natural gas wells in the area of concern, provide pressure, water qualityfines and water well headspace data to the PaDEP and offer water treatment to the households. The CO&SA settled all outstanding issues and claims that are known and that could have been brought against the Companypenalties sought or claimed by the PaDEP relatingrelated to the natural gas wells in the affected area and the Consent Order, the First Modified Consent Order and the Second Modified Consent Order. It also allows the Company to seek to begin hydraulic fracturing and to commence drilling new wells in the affected areas after providing the PaDEP with certain data and information. Under the CO&SA, the Company has no obligation to connect the impacted water supplies to a community public water system.

    this matter. On January 11, 2011, certain of the affected households appealed the CO&SA to the Pennsylvania Environmental Hearing Board (PEHB).

            The Company is in continuing discussions with On October 17, 2011, the PaDEP to address the results of the Company's natural gas well test data, water quality sampling and water well headspace screenings. The Company requested PaDEP approval to resume hydraulic fracturing and new natural gas well drilling operations in the affected area, along with a request to cease temporary water deliveries to the affected households. On October 18, 2011,households pursuant to prior consent orders with the PaDEP. The PaDEP concurred that temporary water deliveries to the property owners are no longer necessary.

    On November 18, 2011, certain of the affected households appealed this order to the PEHB, which appeal was later consolidated with the PaDEP'sCO&SA appeal. All appellants have accepted their portion of the $2.2 million that was placed into escrow in 2011 for their benefit and on October 18, 2011 determination that temporary water deliveries were no longer necessary2012 dismissed their appeal to the property owners and on November 23, 2011 filed a Petition for Supersedeas inPEHB. Subsequent to the appeal. On December 9, 2011,withdrawal of the appeals, the PEHB denied the Petition for Supersedeas and consolidated the appealallowed three of the CO&SA with the appeal of the October 18, 2011 determination.appellants to reinstate their appeal. A hearing onrelated to the consolidated matterreinstated appeal is expected to occur in 2012.the first half 2013.

            As of December 31, 2011, theThe Company has paid $1.3 millionis in settlement of fines and penalties sought or claimed bycontinuing discussions with the PaDEP related to this matter, paid $2.0 million (throughaddress the escrow process) to sevenresults of the affected householdsCompany's natural gas well test data, water quality sampling and accrued a $2.2 million settlement liability that represents the unpaid escrow balance,water well headspace screenings, which is included in Other Liabilities in the Consolidated Balance Sheet.

    United States Environmental Protection Agency

            By letter dated January 6, 2012, the United States Environmental Protection Agency (EPA) sent a Required Submission of Information—Dimock Township Drinking Water Contamination letter to the Companywere required pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA). The Required Submission of Information requests all documents, water sampling results and any other correspondence related toCO&SA. On August 21, 2012, the Company's activities in the area of concern. The Company does not agree that the Submission of Information is required; however,PaDEP notified the Company is providing information pursuant tothat it could commence completion operations on existing wells within the request.


    Table of Contentsconcerned area.


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    8.9. Asset Retirement Obligation

            Activity related to the Company's asset retirement obligation during the year ended December 31, 20112012 is as follows:

    (In thousands)
      
       
     

    Carrying amount of asset retirement obligations at beginning of year

     $72,311 

    Balance at December 31, 2011

     $60,142 

    Liabilities incurred

     1,480  2,685 

    Liabilities settled

     (1,236) (1,259)

    Liabilities divested

     (12,110) (4,463)

    Accretion expense

     3,344  3,165 

    Change in Estimate

     (3,647) 6,746 
          

    Carrying amount of asset retirement obligations at end of year

     $60,142 

    Balance at December 31, 2012

     $67,016 
          

            Accretion expenseThe change in estimate during 2012 is attributable to increased costs for the years ended December 31, 2011, 2010materials and 2009 was $3.3 million, $1.9 millionservices to plug and $1.3 million, respectively.abandon wells in certain areas of our operations.


    Table of Contents

    9.10. Supplemental Cash Flow Information

            Cash paid / (received) for interest and income taxes are as follows:


     Year Ended December 31,  Year Ended December 31, 
    (In thousands)
     2011 2010 2009  2012 2011 2010 

    Interest

     $62,353 $64,342 $56,301  $64,970 $62,353 $64,342 

    Income Taxes

     65,352 (1,050) 27,080 

    Income taxes

     22,501 65,352 (1,050)

    10.11. Capital Stock

    Incentive Plans

            Under the Company's 2004 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 2004 Incentive Plan consisting of stock options or stock awards. A total of 10,200,000 shares of common stock may be issued under the 2004 Incentive Plan. Under the 2004 Incentive Plan, no more than 3,600,000 shares may be used for stock awards that are not subject to the achievement of performance based goals, and no more than 6,000,000 shares may be issued pursuant to incentive stock options.

    Stock SplitIncrease in Authorized Shares

            On January 3,In May 2012, the Board of Directors declared a 2-for-1 splitstockholders of the Company'sCompany approved an increase in the authorized number of shares of common stock in the form of a stock dividend. The stock dividend was distributed on January 25, 2012from 240 million to shareholders of record as of January 17, 2012. All common stock accounts and per share data have been retroactively adjusted to give effect to the 2-for-1 split of the Company's common stock.480 million shares.


    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    10. Capital Stock (Continued)

    Treasury Stock

            The Board of Directors has 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 these stock purchases are determined at the discretion of management. The Company may use the repurchased shares to fund stock compensation programs presently 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 securities of the Company.

            During the yearyears ended December 31, 2012, 2011 and 2010, the Company did not repurchase any shares of common stock. Since the authorization date, the Company has repurchased 10,409,400 shares of the 20 million total shares authorized for a total cost of approximately $85.7 million. The repurchased shares were held as treasury stock with 10,005,000 shares having been subsequently retired. No treasury shares have been delivered or sold by the Company subsequent to the repurchase. As of December 31, 2011,2012, 404,400 shares were held as treasury stock.

    Dividend Restrictions

            The Board of Directors of the Company determines the amount of future cash dividends, if any, to be declared and paid on the common stock depending on, among other things, the Company's financial condition, funds from operations, the level of its capital and exploration expenditures, and its future business prospects. None of the note or credit agreements in place have a restricted payment provision or other provision limiting dividends.


    Expired Purchase Rights PlanTable of Contents

            On January 21, 1991, the Board of Directors adopted the Preferred Stock Purchase Rights Plan and declared a dividend distribution of one right for each outstanding share of common stock. On December 8, 2000, the rights agreement for the plan was amended and restated to extend the term of the plan to 2010 and to make other changes. The rights plan expired on January 21, 2010. At December 31, 2010 there were no shares of Junior Preferred Stock issued or outstanding.

    11.12. Stock-Based Compensation

            Compensation expense charged against income for stock-based awards (including the supplemental employee incentive plan) for the years ended December 31, 2012, 2011 and 2010 and 2009 was $33.5 million, $39.5 million $14.4 million and $25.1$14.4 million, respectively, and is included in General and Administrativeadministrative expense in the Consolidated Statement of Operations.

            For the year ended December 31, 2009, the Company realized a $13.8 million tax benefit related to the federal tax deduction in excess of book compensation cost for employee stock-based compensation for 2008. For regular federal income tax purposes, the Company was in a net operating loss position in 2008. As the Company carried back net operating losses concurrent with its 2008 tax return filing, the income tax benefit related to stock-based compensation was recorded in 2009. In accordance with ASC 718, the Company is able to recognize this tax benefit only to the extent it reduces the Company's income taxes payable.

            There were no excess tax benefits recorded for the years ended December 31, 2011 and 2010 as the Company was in a net operating loss position for federal tax purposes. As of December 31, 2011,


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    11. Stock-Based Compensation (Continued)

    the Company had cumulative unrecorded excess tax benefits for employee stock-based compensation of $5.2 million.

    Restricted Stock Awards

            Most restricted stock awards vest either at the end of a three year service period or on a graded-vesting basis at each anniversary date over a three or four year service period. For awards that vest at the end of the three year service period, expense is recognized ratably using a straight-line expensing approach over three years. Under the graded-vesting approach, the Company recognizes compensation cost ratably over the three or four year requisite service period, as applicable, for each separately vesting tranche as though the awards are, in substance, multiple awards. For all restricted stock awards, vesting is dependent upon the employees' continued service with the Company, with the exception of employment termination due to death, disability or retirement.

            The fair value of restricted stock grants is based on the average of the high and low stock price on the grant date. The maximum contractual term is four years. In accordance with ASC 718, theThe Company accelerated the vesting period for retirement-eligible employees for purposes of recognizing compensation expense in accordance with the vesting provisions of the Company's stock-based compensation programs for awards issued after the adoption of ASC 718.programs. The Company used an annual forfeiture rate ofassumption ranging from 6.0% to 7.0% for purposes of recognizing stock-based compensation expense for restricted stock awards. The annual forfeiture rates were based on approximately ten10 years of the Company's history for this type of award to various employee groups.

            The following table is a summary of restricted stock award activity for the year ended December 31, 2011:2012:

    Restricted Stock Awards
     Shares Weighted-
    Average Grant
    Date Fair Value
    per Share
     Weighted-
    Average
    Remaining
    Contractual
    Term (in years)
     Aggregate
    Intrinsic Value
    (in thousands)(1)
      Shares Weighted-
    Average Grant
    Date Fair
    Value per Share
     Weighted-
    Average
    Remaining
    Contractual
    Term (in years)
     Aggregate
    Intrinsic Value
    (in thousands)(1)
     

    Outstanding at December 31, 2010

     264,326 $17.77     

    Outstanding at December 31, 2011

     238,194 $18.35     

    Granted

     19,600 27.66      6,550 36.84     

    Vested

     (14,732) 16.81      (201,400) 18.05     

    Forfeited

     (31,000) 17.60      (7,590) 17.60     
              

    Outstanding at December 31, 2011

     238,194 $18.35 0.8 $9,039 

    Outstanding at December 31, 2012

     35,754 $23.64 0.8 $1,778 
                      

    (1)
    The aggregate intrinsic value of restricted stock awards is calculated by multiplying the closing market price of the Company's stock on December 30, 201131, 2012 by the number of non-vested restricted stock awards outstanding.

            As shown inDuring the table above, there wereyear ended December 31, 2011, 19,600 shares of restricted stock were granted to employees during 2011 with a weighted-average grant date fair value per share of $27.66. During the year ended December 31, 2010, 47,600 shares of restricted stock were granted to employees with a weighted-averageweighted- average grant date fair value per share of $17.44. During the year ended December 31, 2009, 290,120 shares of restricted stock were granted to employees with a weighted-average grant date fair value per


    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    11. Stock-Based Compensation (Continued)

    share of $17.48. The total fair value of shares vested during 2012, 2011 and 2010 and 2009 was $3.6 million, $0.2 million $1.5 million and $1.2$1.5 million, respectively.

            Compensation expense recorded for all restricted stock awards for the years ended December 31, 2012, 2011 and 2010 and 2009 was $1.1 million, $1.2 million $1.8 million and $1.2$1.8 million, respectively. Unamortized expense


    Table of Contents

    12. Stock-Based Compensation (Continued)

    as of December 31, 20112012 for all outstanding restricted stock awards was $1.3$0.3 million and will be recognized over the next 0.81.1 years.

    Restricted Stock Units

            Restricted stock units are granted from time to time to non-employee directors of the Company.Company and to new directors upon appointment to the Board of Directors. The fair value of these units is measured at 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.

            The following table is a summary of restricted stock unit activity for the year ended December 31, 2011:2012:

    Restricted Stock Units
     Units Weighted-Average
    Grant Date Fair
    Value per Unit
     Weighted-Average
    Remaining
    Contractual Term
    (in years)(2)
     Aggregate Intrinsic
    Value
    (in thousands)(1)
      Units Weighted-
    Average Grant
    Date Fair Value
    per Unit
     Weighted-
    Average
    Remaining
    Contractual
    Term (in years)(2)
     Aggregate
    Intrinsic Value
    (in thousands)(1)
     

    Outstanding at December 31, 2010

     284,252 $14.68     

    Outstanding at December 31, 2011

     343,654 $15.75     

    Granted and fully vested

     59,402 20.88      38,304 36.55     

    Issued

            (124,224) 17.11     

    Forfeited

                  
              

    Outstanding at December 31, 2011

     343,654 $15.75  $13,042 

    Outstanding at December 31, 2012

     257,734 $18.19  $12,820 
                      

    (1)
    The aggregate intrinsic value of restricted stock units is calculated by multiplying the closing market price of the Company's stock on December 30, 201131, 2012 by the number of outstanding restricted stock units.

    (2)
    Due to the immediate vesting of the units and the unknown term of each director, the weighted-average remaining contractual term in years has been omitted from the table above.

            As shown in the table above,During 2011, 59,402 restricted stock units were granted with a weighted-average grant date fair value per share of $20.88 during 2011.$20.88. During 2010, 53,922 restricted stock units were granted with a weighted-average grant date fair value per share of $20.04. During 2009, 66,300 restricted stock units were granted with a weighted-average grant date fair value per share of $11.32.

            During the years ended December 31, 2012, 2011 2010 and 2009,2010, compensation cost recorded, which reflects the total fair value of these units, was $1.4 million, $1.2 million $1.1 million and $0.8$1.1 million, respectively.

    Stock Options

            Stock options are no longer granted by the Company. In prior years, stock option awards arewere granted on an annual basis with an exercise price equal to the average of the high and low trading price of the Company's stock at the date of grant. During the years ended December 31, 2012, 2011 2010 and 2009,2010, there were no stock options granted. During 2012, 2011 and 2010 there was no compensation expense recorded. Compensation expense recorded for stock options for 2009 was less than $0.1 million. There was no unamortized expense as of December 31, 20112012 for stock options.


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    11.12. Stock-Based Compensation (Continued)

            The following table is a summary of stock option activity for the years ended December 31, 2011, 2010 and 2009:activity:

     Year Ended December 31, 

     2011 2010 2009  2012 2011 2010 
    Stock Options
     Shares Weighted-
    Average
    Exercise
    Price
     Shares Weighted-
    Average
    Exercise
    Price
     Shares Weighted-
    Average
    Exercise
    Price
      Shares Weighted-
    Average
    Exercise
    Price
     Shares Weighted-
    Average
    Exercise
    Price
     Shares Weighted-
    Average
    Exercise
    Price
     

    Outstanding at Beginning of Year

     30,000 $11.90 100,000 $11.90 121,000 $10.85 

    Outstanding at beginning of year

      $ 30,000 $11.90 100,000 $11.90 

    Granted

                  

    Exercised

     (30,000) 11.90 (70,000) 11.90 (21,000) 5.83    (30,000) 11.90 (70,000) 11.90 

    Forfeited or Expired

           

    Forfeited or expired

           
                              

    Outstanding at December 31

      $ 30,000 $11.90 100,000 $11.90   $  $ 30,000 $11.90 
                              

    Options Exercisable at December 31

      $ 30,000 $11.90 100,000 $11.90 
                 

    Options exercisable at December 31

      $  $ 30,000 $11.90 

            The total intrinsic value of options exercised during the years ended December 31, 2011 2010 and 20092010 was $0.2 million $0.5 million and $0.1$0.5 million, respectively.

    Stock Appreciation Rights

            Stock appreciation rights (SARs) allow the employee to receive any intrinsic value over the grant date market price that may result from the price appreciation on a set number of common shares during the contractual term of seven years. All of these awards have graded-vesting features and will vest over a service period of three years, with one-third of the award becoming exercisable each year on the anniversary date of the grant. The Company calculates the fair value of the awards using a Black-Scholes model.

            The assumptions used in the Black-Scholes fair value calculation on the date of grant for SARs are as follows:

     
     Year Ended December 31, 
     
     2011 2010 2009 

    Weighted-Average Value per Stock Appreciation Rights

              

    Granted During the Period

     $9.47 $9.48 $4.68 

    Assumptions

              

    Stock Price Volatility

      52.7% 52.9% 50.5%

    Risk Free Rate of Return

      2.3% 2.4% 1.7%

    Expected Dividend Yield

      0.3% 0.3% 0.5%

    Expected Term (in years)

      5.0  5.0  4.5 
     
     Year Ended December 31, 
     
     2012 2011 2010 

    Weighted-average value per stock appreciation rights Granted during the period

     $16.31 $9.47 $9.48 

    Assumptions

              

    Stock price volatility

      55.3%  52.7%  52.9% 

    Risk free rate of return

      0.9%  2.3%  2.4% 

    Expected dividend yield

      0.3%  0.3%  0.3% 

    Expected term (in years)

      5.0  5.0  5.0 

            The expected term was derived by reviewing minimum and maximum expected term outputs from the Black-Scholes model based on award type and employee type. This term represents the period of time that awards granted are expected to be outstanding. The stock price volatility was calculated using historical closing stock price data for the Company for the period associated with the expected term through the grant date of each award. The risk free rate of return percentages are based on the continuously compounded equivalent of the U.S. Treasury (Nominal 10) within the expected term as


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    11. Stock-Based Compensation (Continued)

    measured on the grant date. The expected dividend percentage assumes that the Company will continue to pay a consistent level of dividend each quarter.


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    12. Stock-Based Compensation (Continued)

            The following table is a summary of SAR activity for the years ended December 31, 2011, 2010 and 2009:activity:

     
     Year Ended December 31, 
     
     2011 2010 2009 
     
     Year Ended December 31, 
     
     2012 2011 2010 
    Stock Appreciation Rights
     Shares Weighted-
    Average
    Exercise
    Price
     Shares Weighted-
    Average
    Exercise
    Price
     Shares Weighted-
    Average
    Exercise
    Price
     

    Outstanding at Beginning of Year

      1,471,3001,288,130 $16.041,471,300$15.27  1,346,200 $14.64 983,860$16.13

    Granted

      191,500120,442  35.18191,50020.37  159,100  20.27 443,56011.32

    Exercised

      (374,670547,350) 14.84(374,670)15.22  (34,000) 13.58 (40,732)13.10

    Forfeited or Expiredexpired

              (40,488) 16.10 
                     

    Outstanding at December 31(1)

      1,288,130861,222 $19.491,288,130$16.04  1,471,300 $15.271,346,200$14.64 
                  

    Exercisable at December 31(2)

      902,664572,986 $15.94902,664$15.14  1,064,444 $14.82708,504$14.29
     

    (1)
    The intrinsic value of a SAR is the amount which the current market value of the underlying stock exceeds the exercise price of the SAR. The aggregate intrinsic value of SARs outstanding at December 31, 20112012 was $28.2$26.1 million. The weighted-average remaining contractual term is 3.43.9 years.

    (2)
    The aggregate intrinsic value of SARs exercisable at December 31, 20112012 was $20.6$19.4 million. The weighted-average remaining contractual term is 2.53.1 years.

            During 2011, the Compensation Committee granted 191,500 SARs to employees at a weighted-average exercise price equal to the grant date market price of $20.37.        Compensation expense recorded during the years ended December 31, 2012, 2011 2010 and 20092010 for all outstanding SARs was $1.9 million, $2.1 million $1.6 million and $1.8$1.6 million, respectively. In 2012, 2011 2010 and 20092010 there was $1.2 million, $0.1 million $0 and $0.7 million,$0, related to the immediate expensing of shares granted to retirement-eligible employees, respectively. Unamortized expense as of December 31, 20112012 for all outstanding SARs was $0.3$0.4 million. The weighted-average period over which this compensation will be recognized is approximately 2.0 years.

    Performance Share Awards

            During 2011,The Company grants three types of performance share awards were granted to employees for a total of 789,514 performance shares, which included 604,122 performance share awardsawards: two based on performance conditions measured against the Company's internal performance metrics and 185,392one based on market conditions measured based on the Company's performance relative to a predetermined peer group. For all performance share awards, based on market conditions. Thethe Company used an annual forfeiture rate assumption ranging from 0% to 7% for purposes of recognizing stock-based compensation expense for all performance share awards.expense. The performance period for the awards granted in 20112012 commenced on January 1, 20112012 and ends on December 31, 2013.2014.


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    11.12. Stock-Based Compensation (Continued)

            The following table is a summary of performance share award activity for the year ended December 31, 2012:

    Performance Share Awards
     Shares Weighted-
    Average Grant
    Date Fair Value
    per Share(1)
     Weighted-
    Average
    Remaining
    Contractual
    Term (in years)
     Aggregate
    Intrinsic Value
    (in thousands)(2)
     

    Outstanding at December 31, 2011

      2,441,566 $15.31       

    Granted

      518,602  33.62       

    Issued and fully vested

      (1,358,564) 11.95       

    Forfeited

      (42,850) 24.22       
                 

    Outstanding at December 31, 2012

      1,558,754 $24.08  1.1 $77,532 
              

    (1)
    The fair value figures in this table represent the fair value of the equity component of the performance share awards.

    (2)
    The aggregate intrinsic value of performance share awards is calculated by multiplying the closing market price of the Company's stock on December 31, 2012 by the number of non-vested performance share awards outstanding.

            During the year ended December 31, 2012, 518,602 performance shares (401,141 shares based on performance conditions and 117,461 shares based on market conditions) were granted to employees. Of the 1,358,564 performance shares that vested during 2012, a total of 168,940 shares based on market conditions were granted in 2010 (valued at $2.7 million), 393,620 shares based on market conditions were granted in 2009 (valued at $3.5 million) and were issued in addition to $18.4 million that was paid in cash due to the ranking of the Company compared to its peers. A total of 594,960 shares based on performance conditions granted in 2009 (valued at $6.7 million) were also issued. In addition, 201,044 shares vested (valued at $3.3 million) which represents one-third of the three-year graded vesting schedule performance share awards based on performance conditions were granted in 2011, 2010 and 2009 with a grant date per share value of $20.37, $20.27 and $11.32, respectively.

            During the year ended December 31, 2011, 789,514 performance share awards (604,122 shares based on performance conditions and 185,392 shares based on market conditions) were granted to employees with a weighted-average grant date fair value per share of $19.25. Of the 620,140 performance shares that vested during 2011, 471,744 shares were granted in 2008 (valued at $2.7 million) based on market conditions and were issued due to the ranking of the Company compared to its peers. A total of 287,600 shares based on performance conditions granted in 2008 (valued at $5.9 million) were also issued. In addition, 187,516 shares vested (valued at $3.9 million) which represents one-third of the three-year graded vesting schedule performance share awards granted in 2010, 2009 and 2008 with a grant date per share value of $20.27, $11.32 and $24.24, respectively.

            During the year ended December 31, 2010, 694,340 performance share awards (525,400 shares based on performance conditions and 168,940 shares based on market conditions) were granted to employees with a weighted-average grant date fair value per share of $19.24. Of the 820,538 performance shares that vested during 2010, 184,800 shares (valued at $2.8 million) based on market conditions were granted in 2007 and were issued in addition to $1.3 million that was paid in cash due to the ranking of the Company compared to its peers. A total of 300,200 shares based on performance conditions granted in 2007 (valued at $5.3 million) were also issued. In addition, 335,538 shares vested (valued at $5.1 million) which represents one-third of the three-year graded vesting schedule


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    12. Stock-Based Compensation (Continued)

    performance share awards granted in 2009, 2008, and 2007 with a grant date per share value of $11.32, 24.24 and $17.61, respectively.

            During 2012, 2011 and 2010, 42,850, 65,700 and 80,360 performance shares, respectively, were forfeited.

            Total unamortized compensation cost related to the equity component of performance shares at December 31, 2012 was $12.7 million and will be recognized over the next 1.9 years, which was computed by using the weighted-average of years remaining to recognize unamortized expense. Total compensation cost recognized for both the equity and liability components of all performance share awards during the years ended December 31, 2012, 2011 and 2010 was $24.6 million, $28.5 million and $12.4 million, respectively.

    Awards Based on Performance Conditions

            The performance awards granted in 2012 based on internal metrics had a grant date per share value of $20.37,$35.18, which is based on the average of the high and low stock price on the grant date. These awards represent the right to receive up to 100% of the award in shares of common stock.

            Of the 604,122During 2012, 401,141 performance share awards were granted based on internal metrics, 185,392performance conditions measured against the Company's performance metrics. Of these shares, 117,461 shares have a three-year graded performance period. For these shares,period; one-third of the shares are issued on each anniversary date following the date of grant, provided that the Company has $100 million or more of operating cash flow for the year preceding the vesting date. If the Company does not meet this metric for the applicable period, then the portion of the performance shares that would have been issued on that date will be forfeited. As of December 31, 2011, it is considered probable that this performance metric will be met.

            For the remaining 418,730283,380 performance awards, based on internal metrics, the actual number of shares issued at the end of the performance period will be determined based on the Company's performance against three performance criteria set by the Company's Compensation Committee. An employee will earn one-third of the award granted for each internal performance metric that the Company meets at the end of the performance period. These performance criteria measureare based on the Company's average production, average finding costs and average reserve replacement over the three years.year performance period.

            Based on the Company's probability assessment at December 31, 2011,2012, it is considered probable that the criteria for these three criteriaawards will be met for all outstanding awards.met.

    Awards Based on Market Conditions

            The 185,392117,461 performance shares granted during 2012 are based on market conditions and are earned, or not earned, based on the comparative performance of the Company's common stock measured against sixteen other companies in the Company's peer group over a three-year performance period. TheThese performance shares based on market conditions have both an equity and liability component.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 100% of the value of the award in excess of the equity component in cash. The equity portion of the 20112012 awards was valued on the grant date (February 17, 2011)16, 2012) and was not marked to market. The liability portion of the awards was valued as of December 31, 20112012 on a mark-to-market basis.

            The following assumptions were used for the performance shares based on market conditions using a Monte Carlo model to value the liability and equity components of the awards. The four primary inputs for the Monte Carlo model are the risk-free rate, volatility of returns, correlation in movement of total shareholder return and the expected dividend. An interpolated risk-free rate was generated from the Federal Reserve website for constant maturity treasuries for two and three year bonds (as of the reporting date) set equal to the remaining duration of the performance period. Volatility was set equal to the annualized daily volatility for the remaining duration of the performance period ending on the reporting date. Correlation in movement of total shareholder return was determined based on a correlation matrix that was created which identifies total shareholder return correlations for each pair of companies in the peer group, including the Company. The paired returns in the correlation matrix ranged from 56.8% to 100.0% for the Company and its peer group. The expected dividend is calculated using the total Company annual dividends expected to be paid divided by the closing price of the Company's stock at the valuation date. Based on these inputs discussed above, a ranking was projected identifying the Company's rank relative to the peer group for each award period.


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    11.12. Stock-Based Compensation (Continued)

            The following assumptions were used for the Monte Carlo model to determine the grant date fair value of the equity component of the performance share awards based on market conditions for the respective periods:

     
     Year Ended December 31, 
     
     2011 2010 2009 

    Fair Value per Performance Share Award Granted During the Period

     $15.62 $6.50 $8.82 

    Assumptions

              

    Stock Price Volatility

      62.0% 61.8% 57.6%

    Risk Free Rate of Return

      1.3% 1.4% 1.3%

    Expected Dividend Yield

      0.2% 0.3% 0.5%
     
     Year Ended December 31, 
     
     2012 2011 2010 

    Fair value per performance share award granted during the period

     $28.31 $15.62 $6.50 

    Assumptions

              

    Stock price volatility

      46.7%  62.0%  61.8% 

    Risk free rate of return

      0.4%  1.3%  1.4% 

    Expected dividend yield

      0.2%  0.2%  0.3% 

            The following assumptions were used in the Monte Carlo model to determine the fair value of the liability component of the performance share awards based on market conditions for the respective periods:

     
     December 31,
     
     2011 2010 2009

    Fair Value per Performance Share Award at the End of the Period

     $25.64 - $35.47 $0.00 - $3.08 $7.19 - $8.12

    Assumptions

          

    Stock Price Volatility

     41.9% - 42.7% 70.7% - 71.7% 57.7% - 70.8%

    Risk Free Rate of Return

     0.1% - 0.3% 0.3% - 0.4% 0.5% - 1.4%

    Expected Dividend Yield

     0.2% 0.4% 0.3%
     
     December 31,
     
     2012 2011 2010

    Fair value per performance share award at the end of the period

     $38.22 - $49.52 $25.64 - $35.47 $0.00 - $3.08

    Assumptions

          

    Stock price volatility

     41.1% - 45.7% 41.9% - 42.7% 70.7% - 71.7%

    Risk free rate of return

     0.2% - 0.3% 0.1% - 0.3% 0.3% - 0.4%

    Expected dividend yield

     0.2% 0.2% 0.4%

            The long-term liability for market condition performance share awards, included in Other Liabilitiesliabilities in the Consolidated Balance Sheet, at December 31, 2012 and 2011 and 2010 was $5.6$7.6 million and $0.6$5.6 million, respectively. The short-term liability, included in Accrued Liabilitiesliabilities in the Consolidated Balance Sheet, at December 31, 2012 and 2011 was $0 and 2010 was $10.1 million, and $2.4 million, respectively.

    Other Information

            On December 31, 2011,2012, the performance period ended for two types of performance shares awarded in 2009,2010, including 594,960305,480 shares measured based on internal performance metrics of the Company and 393,620168,940 shares measured based on the Company's performance against a peer group.market conditions. For the internal performance metric awards, the calculation of the average of the three years of the Company's three internal performance metrics was completed in the first quarter of 20122013 and was certified by the Compensation Committee in February 2012.2013. As the Company achieved the three internal performance metrics, 100%305,480 shares (valued at $6.2 million) were issued in February 2013, which will be reported in the first quarter of 2013 upon certification by the award, valued at $6.7 millionCompensation Committee. For the awards based on the average of the high and low stock price on the grant date, was payablemarket conditions, 168,940 shares (valued at $2.7 million) were issued in 594,960 shares of common stock. For the peer group awards,addition to $8.3 million in cash due to the ranking of the Company comparedrelative to its peers in itsa predetermined peer group, 100% of the award, valued at $3.5 million based on the Monte Carlo value on the grant date, was payable in 393,620 shares of common stock and an additional 67%, equal to two-thirds of the total value of the award, calculated by using the average of the high and low stock price on December 30, 2011 multiplied by the number of performance shares earned, or $10.1 million, was payable in cash.group. The calculation of the award payout was certified by the Compensation Committee on January 3, 2012


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    11. Stock-Based Compensation (Continued)

    and payout occurred in January 2012. The vesting of both types of shares discussed above will be reported in the first quarter of 2012.

            The following table is a summary of performance share award activity for the year endedon December 31, 2011:2012.

    Performance Share Awards
     Shares Weighted-Average
    Grant Date
    Fair Value
    per Share(1)
     Weighted-Average
    Remaining
    Contractual
    Term (in years)
     Aggregate
    Intrinsic Value
    (in thousands)(2)
     

    Outstanding at December 31, 2010

      2,337,892 $15.66       

    Granted

      789,514  19.25       

    Issued and Fully Vested

      (620,140) 20.08       

    Forfeited

      (65,700) 16.21       
                 

    Outstanding at December 31, 2011

      2,441,566 $15.68  0.9 $185,315 
              

    (1)
    The fair value figures in this table represent the fair value of the equity component of the performance share awards.

    (2)
    The aggregate intrinsic value of performance share awards is calculated by multiplying the closing market price of the Company's stock on December 30, 2011 by the number of non-vested performance share awards outstanding.

            Of the performance shares that vested during 2011 shown in the table above, 471,744 shares were granted in 2008. A total of 145,024 shares (valued at $2.7 million) were measured based on the Company's performance against a peer group and were issued. A total of 287,600 shares (valued at $5.9 million) measured based on internal performance metrics of the Company were also issued. During 2011, 187,516 shares vested (valued at $3.9 million) which represents one-third of the three-year graded vesting schedule performance share awards granted in 2010, 2009 and 2008 with a grant date per share value of $20.27, $11.32 and $24.24, respectively.

            During the year ended December 31, 2010, 694,340 performance share awards were granted to employees with a weighted-average grant date fair value per share of $19.24. Of the 820,538 performance shares that vested during 2010, 184,800 shares were granted in 2007. These shares (valued at $2.8 million) were measured based on the Company's performance against a peer group and were issued in addition to cash of $1.3 million. A total of 300,200 shares (valued at $5.3 million) measured based on internal performance metrics of the Company were also issued. During 2010, 335,538 shares vested (valued at $5.1 million) which represents one-third of the three-year graded vesting schedule performance share awards granted in 2009, 2008, and 2007 with a grant date per share value of $11.32, 24.24 and $17.61, respectively.

            During the year ended December 31, 2009, 1,570,700 performance share awards were granted to employees with a weighted-average grant date fair value per share of $10.65. Of the 665,284 performance shares that vested during 2009, 211,600 shares were granted in 2006. These shares (valued at $1.7 million) were measured based on the Company's performance against a peer group and were issued in addition to cash of $1.8 million. A total of 311,600 shares (valued at $3.8 million) measured based on internal performance metrics of the Company were also issued. During 2009, 121,480 shares vested (valued at $2.5 million) which represents one-third of the three-year graded vesting schedule


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    11. Stock-Based Compensation (Continued)

    performance share awards granted in 2008 and 2007 with a grant date per share value of $24.24 and $17.61, respectively. In addition, 20,604 performance shares vested as a result of early vesting schedules for certain employees. These awards met the performance criteria that the Company had positive operating income for 2008 and 2007.

            During 2011, 2010 and 2009, 65,700, 80,360 and 240,180 performance shares, respectively, were forfeited.

            Total unamortized compensation cost related to the equity component of performance shares at December 31, 2011 was $12.2 million and will be recognized over the next 1.9 years, computed by using the weighted-average of the time in years remaining to recognize unamortized expense. Total compensation cost recognized for both the equity and liability components of all performance share awards during the years ended December 31, 2011, 2010 and 2009 was $28.5 million, $12.4 million and $15.6 million, respectively.

    Deferred Performance Shares

            As of December 31, 2011, 267,0862012, 267,087 shares of the Company's common stock representing vested performance share awards were deferred into the Rabbi Trust Deferred Compensation Plan. A total of 81,549No shares were sold


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    12. Stock-Based Compensation (Continued)

    out of the plan in 2011.2012. During 2011, a decrease2012, an increase to the rabbi trust deferred compensation liability of $1.4$3.7 million was recognized, representing a decreasean increase in the investment excluding the Company's common stock and the reduction in the liability due to shares that were sold out of the rabbi trust, partially offset by an increase in the closing price of the Company's common stock from December 31, 20102011 to December 31, 2011.2012. The increase in stock-based compensation expense was included in General and Administrativeadministrative expense in the Consolidated Statement of Operations.

    Supplemental Employee Incentive Plan

            On July 24, 2008,May 1, 2012, the Company's Board of Directors adopted a new Supplemental Employee Incentive Plan (the "Plan"("Plan"). to replace the previously adopted supplemental employee incentive plan that expired on June 30, 2012. There were no amounts paid under the expired plan. The Plan wascommenced on July 1, 2012 and is intended to provide a compensation tool tied to stock market value creation to serve as an incentive and retention vehicle for full-time, non-officer employees by providing for cash payments in the event the Company's common stock reaches a specified trading price. The Plan is accounted for as a liability award under ASC 718. The Company recognized stock-based compensation expense of $1.4 million and $1.2 million for years ended December 31, 2012 and 2011, respectively, and a benefit of $0.9 million for the year ended December 31, 2010, which is included in General and administrative expense in the Consolidated Statement of Operations.

            The Plan provides for a final payout if, for any 20 trading days (which need not be consecutive) that fall within a periodout of any 60 consecutive trading days, ending on or before June 30, 2012, the closing price per share of the Company's common stock equals or exceeds the price goal of $52.50$50 per share. In such event, the 20th trading day on which such price condition is attained is the Final Trigger Date. The price goal is subject to adjustmentshare by the Compensation Committee to reflect any stock splits, stock dividendsJune 30, 2014 (interim trigger date) or extraordinary cash distributions to stockholders.$75 per share by June 30, 2016 (final trigger date). Under the Plan, each eligible employee may receive (upon approval by the Compensation Committee) a distribution of 20% of base salary if the interim trigger is met or 50% of his or her base salary asif the final trigger is met (or an incremental 30% of base salary if the Company paid interim distributions upon achievement of the Final Trigger Date. Payments underinterim trigger).

            In accordance with the Plan, in the event the interim or final trigger date occurs between July 1, 2012 and December 31, 2014, 25% of the total distribution will occur onbe paid immediately and the 15th business day followingremaining 75% will be deferred and paid at a future date as described in the Final Trigger Date.Plan. For final trigger dates occurring between January 1, 2015 and June 30, 2016, total distribution will be paid immediately.

            The Compensation Committee can increase any of the payments as applied to any employee if desired. Any deferred portion will only be paid if the participant is employed by the Company, or has terminated employment by reason of retirement, death or disability (as provided in the Plan). Payments are subject to certain other restrictions contained in the Plan.

            The Plan also provided thatOn February 11, 2013, the Company achieved the price goal of $50 per share prior to the interim trigger date. Accordingly, a total distribution of 20% of an eligible employee's base salary as of the Interim Trigger Dateapproximately $6.8 million will be made (upon approval byto the Compensation Committee) upon achievingCompany's eligible employees under the Plan, of which 25% of the total distribution, or $1.7 million, was paid in February 2013 and the remaining 75%, or $5.1 million, will be deferred until August 2014 in accordance with the Plan.


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    11. Stock-Based Compensation (Continued)

    the interim price goal of $85 per share on or before June 30, 2010. The Company did not meet this interim trigger and therefore no distribution was made as of the Interim Trigger Date.

            These awards have been accounted for as liability awards under ASC 718. The Company recognized an expense of $1.2 million for 2011, a benefit of $0.9 million for 2010 and an expense of $1.2 million for 2009, which is included in General and Administrative expense in the Consolidated Statement of Operations.

    12.13. Derivative Instruments and Hedging Activities

            The Company periodically enters into commodity derivative instruments to hedge 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 hedges 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 not subjecting 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. As of December 31, 2011, the Company had 37 derivative contracts open: 23 natural gas price swap arrangements, six natural gas basis swaps arrangements, three crude oil price swap arrangements and five natural gas collar arrangements. During 2011, the Company entered into 31 new derivative contracts covering anticipated natural gas and crude oil production for 2011, 2012, and 2013.

            As of December 31, 2011,2012, the Company had the following outstanding commodity derivatives:derivatives designated as hedging instruments:

    Commodity and Derivative Type
    Weighted-Average Contract PriceVolumeContract Period

    Derivatives Designated as Hedging Instruments

    Natural Gas Swaps

    $5.22 per Mcf95,998 MmcfJan. 2012 - Dec. 2012

    Natural Gas Collars

    $6.20 Ceiling/ $5.15 Floor per Mcf17,729 MmcfJan. 2013 - Dec. 2013

    Crude Oil Swaps

    $98.28 per Bbl732 MbblJan. 2012 - Dec. 2012

    Derivatives Not Designated as Hedging Instruments

    Natural Gas Basis Swaps

    $(0.27) per Mcf17,042 MmcfJan. 2012 - Dec. 2012
    Commodity and Derivative Type
     Weighted-Average Contract Price Volume Contract Period

    Natural gas collars

     $3.09 Floor / $4.12 Ceiling per Mcf  35.5 Bcf Jan. 2013 - Dec. 2013

    Natural gas collars

     $3.35 Floor / $4.01 Ceiling per Mcf  35.5 Bcf Jan. 2013 - Dec. 2013

    Natural gas collars

     $3.40 Floor / $4.12 Ceiling per Mcf  17.7 Bcf Jan. 2013 - Dec. 2013

    Natural gas collars

     $3.60 Floor / $4.17 Ceiling per Mcf  17.7 Bcf Jan. 2013 - Dec. 2013

    Natural gas collars

     $3.76 Floor / $4.16 Ceiling per Mcf  17.7 Bcf Jan. 2013 - Dec. 2013

    Natural gas collars

     $3.86 Floor / $4.34 Ceiling per Mcf  17.7 Bcf Jan. 2013 - Dec. 2013

    Natural gas collars

     $5.15 Floor / $6.20 Ceiling per Mcf  17.7 Bcf Jan. 2013 - Dec. 2013

    Crude oil swaps

     $101.90 per Bbl  1,095 Mbbl Jan. 2013 - Dec. 2013

            The change in fair value of derivatives designated as hedges that is effective is recorded to Accumulated Other Comprehensive Incomeother comprehensive income in Stockholders' Equityequity in the 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 derivatives not designated as hedges, are recorded currently in earnings as a component of Natural Gasgas revenue and Crude Oiloil and Condensatecondensate revenue in the Consolidated Statement of Operations.


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    12. Derivative Instruments and Hedging Activities (Continued)

            The following tables reflect the fair value of derivative instruments on the Company's consolidated financial statements:

      Effect of Derivative Instruments on the Consolidated Balance Sheet

     
      
     Fair Value Asset (Liability) 
     
      
     December 31, 
    (In thousands)
     Balance Sheet Location 2011 2010 

    Derivatives Designated as Hedging Instruments

             

    Commodity Contracts

     Derivative Instruments (current assets) $177,389 $16,926 

    Commodity Contracts

     Accrued Liabilities  (385)  

    Commodity Contracts

     Derivative Instruments (non-current assets)  21,249   
            

        198,253  16,926 

    Derivatives Not Designated as Hedging Instruments

             

    Commodity Contracts

     Derivative Instruments (current assets)  (3,126)  

    Commodity Contracts

     Other Liabilities    (2,180)
            

        (3,126) (2,180)
            

       $195,127 $14,746 
            
     
     Fair Values of Derivative Instruments 
     
     Asset Derivatives  
     Liability Derivatives 
     
      
     December 31,  
      
     December 31, 
     
      
      
      
     
     
     Balance Sheet Location 2012 2011  
     Balance Sheet Location 2012 2011 
    (In thousands)
      
     

    Derivatives Designated as Hedging Instruments

                       

    Commodity contracts

     

    Derivative instruments (current assets)

     $50,824 $177,389   

    Derivative instruments (current assets)

     $ $ 

    Commodity contracts

     

    Accrued liabilities

           

    Accrued liabilities

      (192) (385)

    Commodity contracts

     

    Derivative instruments (non-current assets)

        21,249   

    Derivative instruments (non-current assets)

         

    Commodity contracts

     

    Other liabilities

           

    Other liabilities

         
                    

        50,824  198,638      (192) (385)

    Derivatives Not Designated as Hedging Instruments

                       

    Commodity contracts

     

    Derivative instruments (current assets)

           

    Derivative instruments (current assets)

        (3,126)
                    

       $50,824 $198,638     $(192)$(3,511)
                    

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    13. Derivative Instruments and Hedging Activities (Continued)

            At December 31, 20112012 and 2010,2011, unrealized gains of $198.3$50.6 million ($121.330.7 million, net of tax) and $16.9$198.3 million ($10.5121.3 million, net of tax), respectively, were recorded in Accumulated Other Comprehensive Incomeother comprehensive income in the Consolidated Balance Sheet. Based upon estimates at December 31, 2011,2012, the Company expects to reclassify $108.3$30.7 million in after-tax income associated with its commodity hedges from Accumulated Other Comprehensive Incomeother comprehensive income to the Consolidated Statement of Operations over the next 12 months.

      Effect of Derivative Instruments on the Consolidated Statement of Operations


     Amount of Gain (Loss)
    Recognized in OCI
    on Derivative
    (Effective Portion)
      
     Amount of Gain (Loss)
    Reclassified from
    Accumulated OCI
    into Income
    (Effective Portion)
      Amount of Gain (Loss)
    Recognized in OCI on
    Derivative (Effective Portion)
      
     Amount of Gain (Loss)
    Reclassified from Accumulated
    OCI into Income (Effective
    Portion)
     

     Year Ended December 31, Location of Gain (Loss)
    Reclassified
    from Accumulated
    OCI into Income
     Year Ended December 31,  Year Ended December 31, Location of Gain (Loss)
    Reclassified from Accumulated
    OCI into Income
    (In thousands)
     Year Ended December 31, 
    Derivatives Designated as
    Hedging Instruments
    (In thousands)
      
    2011 2010 2009Location of Gain (Loss)
    Reclassified
    from Accumulated
    OCI into Income
    2011 2010 2009  2012 2011 2010Location of Gain (Loss)
    Reclassified from Accumulated
    OCI into Income
    (In thousands)
    2012 2011 2010 

    Commodity Contracts

     $267,667 $75,655 $154,086 Natural Gas Revenues$84,937 $154,960 $371,915  $88,705 $267,667 $75,655 

    Natural gas revenues

    $225,108 $84,937 $154,960 

           Crude Oil and Condensate Revenues 1,403 18,030 23,112        

    Crude oil and condensate revenues

     11,218 1,403 18,030 
                  

           86,340 172,990 $395,027        $236,326 $86,340 $172,990 
                  

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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    12. Derivative Instruments and Hedging Activities (Continued)

            For the years ended December 31, 2012, 2011 2010 and 2009,2010, respectively, there was no ineffectiveness recorded in our Consolidated Statement of Operations related to our derivative instruments.


      
     Year Ended December 31,   
     Year Ended December 31, 
    Derivatives Not Designated as
    Hedging Instruments
    (In thousands)
     Location of Gain (Loss)
    Recognized in Income
    on Derivative
      Location of Gain (Loss)
    Recognized in Income on
    Derivative
     
    2011 2010 2009  2012 2011 2010 

    Commodity Contracts

     Natural Gas Revenues $(965)$(226)$(1,954) Natural gas revenues $(494)$(965)$(226)

    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 obligation under the agreement. 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 all of its counterparties that allow it to offset payables against receivables from separate derivative contracts with that counterparty.

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

    13.14. Fair Value Measurements

            ASC 820, "Fair Value Measurements and Disclosures," established a formal frameworkThe Company follows fair value measurement authoritative accounting guidance for measuring fair values of assets and liabilities in financial statements that are already required by GAAP to be measured at fair value.statements. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The transaction is based on a hypothetical transaction in the principal or most advantageous market considered from the perspective of the market participant that holds the asset or owes the liability.

    The Company utilizes market data or assumptions that market participants who are independent, knowledgeable and willing and able to transact would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable. The Company attempts to utilize valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. The Company is able to classify fair value balances based on the observability of those


    Table of Contents

    14. Fair Value Measurements (Continued)

    these inputs. ASC 820 establishes formalThe authoritative guidance for fair value hierarchy based on the inputs used to measure fair value. The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to Level 3 measurements.

            Theestablishes three levels of the fair value hierarchy, as defined by ASC 820 are as follows:

      Level 1:    Valuations utilizingUnadjusted, quoted unadjusted prices for identical assets or liabilities in active markets that the Company has the ability to access. This is the most reliable evidence of fair value and does not require a significant degree of judgment. Examples include exchange-traded derivatives and listed equities that are actively traded.


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    13. Fair Value Measurements (Continued)

      Level 2:    Valuations utilizing quotedQuoted prices in markets that are not considered to be active or financial instruments for which all significant inputs are observable, either directly or indirectly for substantially the full term of the asset or liability. Financial instruments that are valued using models or other valuation methodologies are included. Models used should primarily be industry-standard models that consider various assumptions and economic measures, such as interest rates, yield curves, time value, volatilities, contract terms, current market prices, credit risk or other market-corroborated inputs. Examples include most over-the-counter derivatives (non-exchange traded), physical commodities, most structured notes and municipal and corporate bonds.

      Level 3:    Valuations utilizing significant,Significant, unobservable inputs. This provides the least objective evidence of fair value and requiresinputs for use when little or no market data exists, requiring a significant degree of judgment. Inputs may be used with internally developed methodologies and should reflect an entity's assumptions using the best information available about the assumptions that market participants would use in pricing an asset or liability. Examples include certain corporate loans, real-estate and private equity investments and long-dated or complex over-the-counter derivatives.

            The hierarchy gives the highest priority to Level 1 measurements and the lowest priority to Level 3 measurements. Depending on the particular asset or liability, input availability can vary depending on factors such as product type, longevity of a product in the market and other particular transaction conditions. In some cases, certain inputs used to measure fair value may be categorized into different levels of the fair value hierarchy. For disclosure purposes under ASC 820,the accounting guidance, the lowest level that contains significant inputs used in valuation should be chosen. In accordance with ASC 820, the Company has classified its assets and liabilities into these levels depending upon the data relied on to determine the fair values.

    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 and asset retirement obligations, at fair value on a nonrecurring basis.

            During the yearsyear ended December 31, 2010, and 2009, the Company recorded impairment charges related to certain oil and gas properties and other assets. Refer to Note 2 for additional disclosures related to fair value associated with the impaired assets. As none of the Company's other non-financial assets and liabilities were impaired as of December 31, 2012, 2011 2010 and 20092010 and no other fair value measurements were required to be recognized 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 is deemed to use Level 3 inputs.


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    13.14. Fair Value Measurements (Continued)

    Financial Assets and Liabilities

            Our financial assets and liabilities are 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 as of December 31, 2011 and 2010:basis:

    (In thousands)
     Quoted Prices in
    Active Markets for
    Identical Assets
    (Level 1)
     Significant Other
    Observable
    Inputs
    (Level 2)
     Significant
    Unobservable
    Inputs
    (Level 3)
     Balance as of
    December 31, 2011
     

    Assets

                 

    Rabbi Trust Deferred Compensation Plan

     $10,838 $ $ $10,838 

    Derivative Contracts

          195,512  195,512 
              

    Total Assets

     $10,838 $ $195,512 $206,350 
              

    Liabilities

                 

    Rabbi Trust Deferred Compensation Plan

     $20,187 $ $ $20,187 

    Derivative Contracts

          385  385 
              

    Total Liabilities

     $20,187 $ $385 $20,572 
              
    (In thousands)
     Quoted Prices in
    Active Markets for
    Identical Assets
    (Level 1)
     Significant Other
    Observable Inputs
    (Level 2)
     Significant
    Unobservable
    Inputs (Level 3)
     Balance as of
    December 31,
    2012
     

    Assets

                 

    Deferred compensation plan

     $10,608 $ $ $10,608 

    Derivative contracts

        9,473  41,351  50,824 
              

    Total assets

     $10,608 $9,473 $41,351 $61,432 
              

    Liabilities

                 

    Deferred compensation plan

     $23,893 $ $ $23,893 

    Derivative contracts

          192  192 
              

    Total liabilities

     $23,893 $ $192 $24,085 
              

     

    (In thousands)
     Quoted Prices in
    Active Markets for
    Identical Assets
    (Level 1)
     Significant Other
    Observable
    Inputs
    (Level 2)
     Significant
    Unobservable
    Inputs
    (Level 3)
     Balance as of
    December 31, 2010
     

    Assets

                 

    Rabbi Trust Deferred Compensation Plan

     $15,788 $ $ $15,788 

    Derivative Contracts

          16,926  16,926 
              

    Total Assets

     $15,788 $ $16,926 $32,714 
              

    Liabilities

                 

    Rabbi Trust Deferred Compensation Plan

     $21,600 $ $ $21,600 

    Derivative Contracts

          2,180  2,180 
              

    Total Liabilities

     $21,600 $ $2,180 $23,780 
              
    (In thousands)
     Quoted Prices in
    Active Markets for
    Identical Assets
    (Level 1)
     Significant Other
    Observable Inputs
    (Level 2)
     Significant
    Unobservable
    Inputs (Level 3)
     Balance as of
    December 31,
    2011
     

    Assets

                 

    Deferred compensation plan

     $10,838 $ $ $10,838 

    Derivative contracts

          195,512  195,512 
              

    Total assets

     $10,838 $ $195,512 $206,350 
              

    Liabilities

                 

    Deferred compensation plan

     $20,187 $ $ $20,187 

    Derivative contracts

          385  385 
              

    Total liabilities

     $20,187 $ $385 $20,572 
              

            The Company's investments associated with its Rabbi Trust Deferred Compensation Plandeferred 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 contracts were measured based on quotes from the Company's counterparties. Such quotes have been derived using valuation models that consider various inputs including current market and contractual prices for the underlying instruments, quoted forward prices for natural gas and crude oil, volatility factors and interest rates, such as a LIBOR curve for a similar length of time as the derivative contract term as applicable. These estimates are verified using relevantcomparable NYMEX futures contracts or are compared to multiple quotes obtained


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    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    13. Fair Value Measurements (Continued)

    from counterparties for reasonableness. The determination of the fair values presented above also incorporate a credit adjustment for non-performance risk. The Company measured the nonperformance risk of its counterparties by reviewing credit default swap spreads for the various financial institutions in which it has derivative transactions. In times where the Company has net derivative contract liabilities, thetransactions while nonperformance risk of the Company is evaluated using a market credit spread provided by the Company's bank.


    Table of Contents

    14. Fair Value Measurements (Continued)

            The impact of non-performance risk relativesignificant unobservable inputs for Level 3 derivative contracts include 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 Company's derivative contracts was $1.4 million and $0.1 million at December 31, 2011 and 2010, respectively.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 financial assets and liabilities classified as Level 3 in the fair value hierarchy:


     Year Ended December 31,  Year Ended December 31, 
    (In thousands)
     2011 2010 2009  2012 2011 2010 

    Balance at beginning of period

     $14,746 $112,307 $355,202  $195,127 $14,746 $112,307 

    Total Gains or (Losses) (Realized or Unrealized):

     

    Included in Earnings(1)

     85,375 172,764 393,073 

    Included in Other Comprehensive Income

     181,346 (97,335) (240,941)

    Total gains or (losses) (realized or unrealized):

     

    Included in earnings(1)

     224,614 85,375 172,764 

    Included in other comprehensive income

     (157,478) 181,346 (97,335)

    Settlements

     (86,340) (172,990) (395,027) (221,489) (86,340) (172,990)

    Transfers In and/or Out of Level 3

        

    Transfers in and/or out of level 3

     385   
                  

    Balance at end of period

     $195,127 $14,746 $112,307  $41,159 $195,127 $14,746 
                  

    (1)
    A loss of $0.5 million, $1.0 million $0.2 million and $2.0$0.2 million for the years ended December 31, 2012, 2011 2010 and 2009,2010, respectively, was unrealized and included in Natural Gasgas revenues in the Consolidated Statement of Operations.

            There were no transfers between Level 1 and Level 2 measurements for the years ended December 31, 2012, 2011 2010 and 2009.2010.

    Fair 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 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. Based on the inputs used to fair value these financial instruments, cash and cash equivalents are deemed to use Level 1 inputs and the remaining financial instruments are deemed to use Level 2.

            The fair value of long-term debt is the estimated costamount the Company would have to acquirepay 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 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 credit facility is based on interest rates currently available to the Company. Given the unobservable nature of the inputs, the fair value of long-term debt is deemed to use Level 3 inputs.


    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    13.14. Fair Value Measurements (Continued)

            The Company uses 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:


     December 31, 2011 December 31, 2010  December 31, 2012 December 31, 2011 
    (In thousands)
     Carrying
    Amount
     Estimated
    Fair Value
     Carrying
    Amount
     Estimated
    Fair Value
      Carrying
    Amount
     Estimated
    Fair Value
     Carrying
    Amount
     Estimated
    Fair Value
     

    Long-Term Debt

     $950,000 $1,082,531 $975,000 $1,100,830 

    Long-term debt

     $1,087,000 $1,213,474 $950,000 $1,082,531 

    Current maturities

     (75,000) (77,175)   
             

    Long-term debt, excluding current maturities

     $1,012,000 $1,136,299 $950,000 $1,082,531 
             

    14.15. Earnings per Common Share

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

            The following is a calculation of basic and diluted weighted-average shares outstanding:

     
     December 31, 
     
     2011 2010 2009 

    Weighted-Average Shares—Basic

      208,497,970  207,822,862  207,231,942 

    Dilution Effect of Stock Options, Stock Appreciation Rights and Stock Awards at End of Period

      2,262,909  2,566,708  2,133,552 
            

    Weighted-Average Shares—Diluted

      210,760,879  210,389,570  209,365,494 
            

    Weighted-Average Stock Awards and Shares Excluded from Diluted Earnings per Share due to the Anti-Dilutive Effect

      2,419  567,132  521,636 
            
     
     December 31, 
    (In thousands)
     2012 2011 2010 

    Weighted-average shares—basic

      209,538  208,498  207,823 

    Dilution effect of stock options, stock appreciation rights and stock awards at end of period

      1,455  2,263  2,567 
            

    Weighted-average shares—diluted

      210,993  210,761  210,390 
            

    Weighted-average stock awards and shares excluded from diluted earnings per share due to the anti-dilutive effect

      43  2  567 
            

    Table of Contents


    CABOT OIL & GAS CORPORATION

    NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (Continued)

    15.16. Accumulated Other Comprehensive Income / (Loss)

            Changes in the components of accumulated other comprehensive income / (loss), net of taxes, were as follows:

    (In thousands)
     Net Gains /
    (Losses) on Cash
    Flow Hedges
     Defined Benefit
    Pension and
    Postretirement
    Plans
     Foreign Currency
    Translation
    Adjustment
     Total  Net Gains /
    (Losses) on Cash
    Flow Hedges
     Defined Benefit
    Pension and
    Postretirement
    Plans
     Foreign
    Currency
    Translation
    Adjustment
     Total 

    Balance at December 31, 2008

     $223,068 $(29,608)$(7,034)$186,426 
             

    Net change in unrealized gain on cash flow hedges, net of taxes of $89,745

     (151,196)   (151,196)

    Net change in defined benefit pension and postretirement plans, net of taxes of $(162)

      259  259 

    Change in foreign currency translation adjustment, net of taxes of $(4,116)

       6,947 6,947 
             

    Balance at December 31, 2009

     $71,872 $(29,349)$(87)$42,436  $71,872 $(29,349)$(87)$42,436 
                      

    Net change in unrealized gain on cash flow hedges, net of taxes of $35,957

     (61,378)   (61,378) (61,378)   (61,378)

    Net change in defined benefit pension and postretirement plans, net of taxes of ($9,088)

      15,227  15,227   15,227  15,227 

    Change in foreign currency translation adjustment, net of taxes of ($20)

       32 32    32 32 
                      

    Balance at December 31, 2010

     $10,494 $(14,122)$(55)$(3,683) $10,494 $(14,122)$(55)$(3,683)
                      

    Net change in unrealized gain on cash flow hedges, net of taxes of ($70,463)

     110,864   110,864  110,864   110,864 

    Net change in defined benefit pension and postretirement plans, net of taxes of $2,225

      (2,689)   (2,689)  (2,689)  (2,689)

    Change in foreign currency translation adjustment, net of taxes of $(34)

       55 55    55 55 
                      

    Balance at December 31, 2011

     $121,358 $(16,811)$ $104,547  $121,358 $(16,811)  $104,547 
                      

    Net change in unrealized gain on cash flow hedges, net of taxes of $56,980

     (90,641)   (90,641)

    Net change in defined benefit pension and postretirement plans, net of taxes of $(6,226)

      9,974  9,974 
             

    Balance at December 31, 2012

     $30,717 $(6,837)  $23,880 
             

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    CABOT OIL & GAS CORPORATION


    SUPPLEMENTAL OIL AND GAS INFORMATION (UNAUDITED)

    Oil and Gas Reserves

            Users of this information should be aware that the process of estimating quantities of "proved" and "proved developed" natural gas and crude oil reserves is very complex, requiring significant subjective decisions in the evaluation of all available geological, engineering and economic data for each reservoir. The data for a given reservoir may also change substantially over time as a result of numerous factors including, but not limited to, additional development activity, evolving production history and continual reassessment of the viability of production under varying economic conditions. As a result, revisions to existing reserve estimates may occur from time to time. Although every reasonable effort is made to ensure that reserve estimates reported represent the most accurate assessments possible, the subjective decisions and variances in available data for various reservoirs make these estimates generally less precise than other estimates included in the financial statement disclosures.

            Estimates of total proved reserves at December 31, 2012, 2011 2010 and 20092010 were based on studies performed by the Company's petroleum engineering staff. The estimates were computed using the 12-month average crude oil and natural gas index prices, calculated as the unweighted arithmetic average for the first day of the month price for each month during the respective year, as prescribed under the revised rules codified in ASC 932, "Extractive Activities—Oil and Gas."year. The estimates were audited by Miller and Lents, Ltd., who indicated that based on their investigation and subject to the limitations described in their audit letter, they believe the results of those estimates and projections were reasonable in the aggregate.

            No major discovery or other favorable or unfavorable event after December 31, 2011,2012, is believed to have caused a material change in the estimates of proved or proved developed reserves as of that date.

            As of December 31, 2009, the Company adopted the guidance in ASC 932 related to oil and gas reserve estimation and disclosures in conjunction with the year-end reserve reporting as a change in accounting principle that is inseparable from a change in accounting estimate. The impact of the adoption of this guidance on the Company's financial statements was not practicable to estimate due to the challenges associated with computing a cumulative effect of adoption by preparing reserve reports under both the old and new guidance.


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            The following tables illustrate the Company's net proved reserves, including changes, and proved developed and proved undeveloped reserves for the periods indicated, as estimated by the Company's engineering staff. All reserves are located within the continental United States in 2012, 2011 2010 and 2009.2010.


     Natural Gas Oil & Liquids Total  Natural Gas Crude Oil &
    Liquids
     Total 

     (Mmcf) (Mbbl) (Mmcfe)(1)  (Bcf)
     (Mbbl)
     (Bcfe)(1)
     

    December 31, 2008(2)

     1,885,993 9,341 1,942,037 

    December 31, 2009

     2,013 7,783 2,060 
                  

    Revision of Prior Estimates(3)(2)

     (193,767) (1,062) (200,143) 139 (379) 137 

    Extensions, Discoveries and Other Additions(4)

     459,612 544 462,880 

    Production

     (97,914) (844) (102,976)

    Purchases of Reserves in Place

     9  9 

    Sales of Reserves in Place

     (40,771) (196) (41,949)
           

    December 31, 2009

     2,013,162 7,783 2,059,858 
           

    Revision of Prior Estimates(5)(4)

     139,016 (379) 136,742 

    Extensions, Discoveries and Other Additions(4)

     632,980 2,944 650,644 

    Extensions, Discoveries and Other Additions(3)

     633 2,944 650 

    Production

     (125,474) (858) (130,622) (126) (858) (131)

    Purchases of Reserves in Place

     593 4 617  1 4 1 

    Sales of Reserves in Place

     (16,119) (3) (16,137) (16) (3) (16)
                  

    December 31, 2010

     2,644,158 9,491 2,701,102  2,644 9,491 2,701 
                  

    Revision of Prior Estimates(6)

     22,035 (80) 21,556 

    Extensions, Discoveries and Other Additions(4)

     628,456 13,583 709,954 

    Revision of Prior Estimates(5)(4)

     22 (80) 22 

    Extensions, Discoveries and Other Additions(3)

     629 13,583 710 

    Production

     (178,848) (1,444) (187,512) (179) (1,444) (188)

    Purchases of Reserves in Place

        

    Sales of Reserves in Place(7)

     (205,885) (1,080) (212,365)

    Sales of Reserves in Place(5)

     (206) (1,080) (212)
                  

    December 31, 2011

     2,909,916 20,470 3,032,735  2,910 20,470 3,033 
                  

    Revision of Prior Estimates(6)

     207 (3,101) 189 

    Extensions, Discoveries and Other Additions(3)

     869 9,628 926 

    Production

     (253) (2,407) (268)

    Sales of Reserves in Place

     (37) (216) (38)
           

    December 31, 2012

     3,696 24,374 3,842 
           

    Proved Developed Reserves

      

    December 31, 2008(2)

     1,308,155 6,728 1,348,521 

    December 31, 2009

     1,288,169 6,082 1,324,663  1,288 6,082 1,325 

    December 31, 2010

     1,681,451 7,129 1,724,225  1,681 7,129 1,724 

    December 31, 2011

     1,734,088 10,922 1,799,619  1,734 10,922 1,800 

    December 31, 2012

     2,216 12,828 2,293 

    Proved Undeveloped Reserves

      

    December 31, 2008(5)

     577,838 2,613 593,516 

    December 31, 2009

     724,993 1,701 735,199  725 1,701 735 

    December 31, 2010

     962,707 2,362 976,877  963 2,362 977 

    December 31, 2011

     1,175,828 9,548 1,233,116  1,176 9,548 1,233 

    December 31, 2012

     1,480 11,546 1,549 

    (1)
    Includes natural gas and natural gas equivalents determined by using the ratio of 6 Mcf of natural gas to 1 Bbl of crude oil, condensate or natural gas liquids.

    (2)
    Prior to 2009, reserve estimates were based on year end prices.

    (3)
    The net downward revision of 200.1 Bcfe was primarily due to (i) downward revisions of 101.6 Bcfe due to lower 2009 oil and natural gas prices compared to 2008 and (ii) downward revisions of 120.4 Bcfe due to the removal of proved undeveloped reserves scheduled for development beyond five years primarily due to the application of the SEC's oil and gas reserve calculation methodology effective beginning in 2009, partially offset by 21.9 Bcfe of positive performance revisions.

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    (4)
    Extensions, discoveries and other additions were primarily related to drilling activity in the Dimock field located in northeast Pennsylvania. The Company added 616.1 Bcfe, 536.6 Bcfe and 361.6 Bcfe of proved reserves in this field in 2011, 2010 and 2009, respectively.

    (5)
    The net upward revision of 136.7 Bcfe was primarily due to (i) an upward performance revision of 284.4 Bcfe, primarily in the Dimock field in northeast Pennsylvania, and (ii) an upward revision of 35.0 Bcfe associated with increased reserve commodity pricing partially offset by a downward revision of 182.7 Bcfe of proved undeveloped reserves that are no longer in our five-year development plan.

    (6)(3)
    Extensions, discoveries and other additions were primarily related to drilling activity in the Dimock field located in northeast Pennsylvania. The Company added 860.6 Bcfe, 616.1 Bcfe and 536.6 Bcfe of proved reserves in this field in 2012, 2011 and 2010, respectively.

    (4)
    The net upward revision of 21.6 Bcfe was primarily due to an upward performance revision of 214.9 Bcfe, primarily in the Dimock field in northeast Pennsylvania, partially offset by (i) a downward

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      revision of 189.8 Bcfe of proved undeveloped reserves that are no longer in our five-year development plan and (ii) a downward revision of 3.6 Bcfe associated with reduced reserve commodity pricing.

    (7)(5)
    Sales of reserves in place were primarily related to the divestiture of certain oil and gas properties in Colorado, Utah and Wyomingthe Rockies in October 2011 which represented 170.3 Bcfe.

    (6)
    The net upward revision of 188.6 Bcfe was primarily due to an upward performance revision of 369.6 Bcfe, primarily in the Dimock field in northeast Pennsylvania, partially offset by (i) a downward revision of 114.5 Bcfe associated with reduced reserve commodity pricing and (ii) a downward revision of 66.5 Bcfe of proved undeveloped reserves that are no longer in our five-year development plan.

    Capitalized Costs Relating to Oil and Gas Producing Activities

            The following table illustrates the total amount of capitalized costs relating to natural gas and crude oil producing activities and the total amount of related accumulated depreciation, depletion and amortization.

     
     December 31, 
    (In thousands)
     2011 2010 2009 

    Aggregate Capitalized Costs Relating to

              

    Oil and Gas Producing Activities

     $5,794,724 $5,598,842 $4,905,424 

    Aggregate Accumulated Depreciation,

              

    Depletion and Amortization

      1,864,729  1,840,091  1,550,837 
            

    Net Capitalized Costs

     $3,929,995 $3,758,751 $3,354,587 
            
     
     December 31, 
    (In thousands)
     2012 2011 2010 

    Aggregate capitalized costs relating to oil and gas producing activities

     $6,507,137 $5,794,724 $5,598,842 

    Aggregate accumulated depreciation, depletion and amortization

      2,200,061  1,864,729  1,840,091 
            

    Net capitalized costs

     $4,307,076 $3,929,995 $3,758,751 
            

    Costs Incurred in Oil and Gas Property Acquisition, Exploration and Development Activities

            Costs incurred in property acquisition, exploration and development activities were as follows:

     
     Year Ended December 31, 
    (In thousands)
     2011 2010 2009 

    Property Acquisition Costs, Proved

     $ $801 $394 

    Property Acquisition Costs, Unproved

      71,134  130,675  145,681 

    Exploration Costs

      53,484  66,368  68,196 

    Development Costs

      763,635  630,511  379,140 
            

    Total Costs

     $888,253 $828,355 $593,411 
            
     
     Year Ended December 31, 
    (In thousands)
     2012 2011 2010 

    Property acquisition costs, proved

     $ $ $801 

    Property acquisition costs, unproved

      88,880  71,134  130,675 

    Exploration costs

      59,198  53,484  66,368 

    Development costs

      821,806  763,635  630,511 
            

    Total costs

     $969,884 $888,253 $828,355 
            

    Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves

            The following information has been developed utilizing the guidance in ASC 932 and based on natural gas and crude oil reserve and production volumes estimated by the Company's engineering staff. It can be used for some comparisons, but should not be the only method used to evaluate the Company or its performance. Further, the information in the following table may not represent realistic


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    assessments of future cash flows, nor should the Standardized Measure of Discounted Future Net Cash Flows be viewed as representative of the current value of the Company.

            The Company believes that the following factors should be taken into account when reviewing the following information:

      Future costs and selling prices will probably differ from those required to be used in these calculations.

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      Due to future market conditions and governmental regulations, actual rates of production in future years may vary significantly from the rate of production assumed in the calculations.

      Selection of a 10% discount rate is arbitrary and may not be a reasonable measure of the relative risk that is part of realizing future net oil and gas revenues.

      Future net revenues may be subject to different rates of income taxation.

            Under the Standardized Measure, future cash inflows for 2012, 2011 2010 and 20092010 were estimated by using the 12-month average crude oil and natural gas index prices, calculated as the unweighted arithmetic average for the first day of the month price for each month during the year, as prescribed under the revised rules codified in ASC 932 that the Company adopted on January 1, 2009, and by applying year end oil and gas prices to the estimated future production of year end proved reserves for 2008.year.

            The average prices (adjusted for basis and quality differentials) related to proved reserves at December 31, 2012, 2011 2010 and 20092010 for natural gas ($ per Mcf) were $2.83, $4.27 $4.33 and $3.84,$4.33, respectively, and for crude oil and liquids ($ per Bbl) were $96.43, $94.00 $74.25 and $55.41,$74.25, respectively. Future cash inflows were reduced by estimated future development and production costs based on year end costs to arrive at net cash flow before tax. Future income tax expense was computed by applying year end statutory tax rates to future pretax net cash flows, less the tax basis of the properties involved and utilization of available tax carryforwards related to oil and gas operations. ASC 932 requiresThe applicable accounting standards require the use of a 10% discount rate.

            Management does not solely use the following information when making investment and operating decisions. These decisions are based on a number of factors, including estimates of proved reserves, and varying price and cost assumptions considered more representative of a range of anticipated economic conditions.

            Standardized Measure is as follows:

     
     Year Ended December 31, 
    (In thousands)
     2011 2010 2009 

    Future Cash Inflows

     $14,303,990 $12,147,617 $8,170,009 

    Future Production Costs

      (3,435,947) (2,377,402) (2,353,974)

    Future Development Costs

      (1,617,548) (1,670,796) (1,234,203)

    Future Income Tax Expenses

      (2,880,182) (2,357,935) (1,089,282)
            

    Future Net Cash Flows

      6,370,313  5,741,484  3,492,550 

    10% Annual Discount for Estimated Timing of Cash Flows

      (3,211,587) (3,006,975) (1,860,815)
            

    Standardized Measure of Discounted Future Net Cash Flows

     $3,158,726 $2,734,509 $1,631,735 
            
     
     Year Ended December 31, 
    (In thousands)
     2012 2011 2010 

    Future cash inflows

     $12,826,877 $14,303,990 $12,147,617 

    Future production costs

      (4,300,025) (3,435,947) (2,377,402)

    Future development costs

      (1,614,878) (1,617,548) (1,670,796)

    Future income tax expenses

      (1,873,185) (2,880,182) (2,357,935)
            

    Future net cash flows

      5,038,789  6,370,313  5,741,484 

    10% annual discount for estimated timing of cash flows

      (2,302,934) (3,211,587) (3,006,975)
            

    Standardized measure of discounted future net cash flows

     $2,735,855 $3,158,726 $2,734,509 
            

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    Changes in Standardized Measure of Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves

            The following is an analysis of the changes in the Standardized Measure:

     
     Year Ended December 31, 
    (In thousands)
     2011 2010 2009 

    Beginning of Year

     $2,734,509 $1,631,735 $2,059,955 

    Discoveries and Extensions, Net of Related Future Costs

      1,026,961  780,917  381,691 

    Net Changes in Prices and Production Costs

      219,478  991,942  (861,939)

    Accretion of Discount

      325,634  164,189  236,520 

    Revisions of Previous Quantity Estimates

      28,443  164,851  (159,531)

    Timing and Other

      (190,427) (105,331) (104,117)

    Development Costs Incurred

      190,295  115,560  109,384 

    Sales and Transfers, Net of Production Costs

      (648,261) (481,556) (286,594)

    Net Purchases / (Sales) of Reserves in Place

      (207,557) (16,124) (38,730)

    Net Change in Income Taxes

      (320,349) (511,674) 295,096 
            

    End of Year

     $3,158,726 $2,734,509 $1,631,735 
            
     
     Year Ended December 31, 
    (In thousands)
     2012 2011 2010 

    Beginning of year

     $3,158,726 $2,734,509 $1,631,735 

    Discoveries and extensions, net of related future costs

      911,044  1,026,961  780,917 

    Net changes in prices and production costs

      (1,682,131) 219,478  991,942 

    Accretion of discount

      400,091  325,634  164,189 

    Revisions of previous quantity estimates

      139,540  28,443  164,851 

    Timing and other

      (243,688) (190,427) (105,331)

    Development costs incurred

      282,476  190,295  115,560 

    Sales and transfers, net of production costs

      (636,633) (648,261) (481,556)

    Net purchases / (sales) of reserves in place

      (37,412) (207,557) (16,124)

    Net change in income taxes

      443,842  (320,349) (511,674)
            

    End of year

     $2,735,855 $3,158,726 $2,734,509 
            

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    CABOT OIL & GAS CORPORATION

    SELECTED DATA (UNAUDITED)

    QUARTERLY FINANCIAL INFORMATION

    (In thousands, except per share amounts)
     First Second Third Fourth Total 

    2011

                    

    Operating Revenues

     $209,026 $240,696 $262,117 $268,025 $979,864 

    Operating Income(1)

      36,390  106,618  65,233  98,609  306,850 

    Net Income(1)

      12,886  54,677  28,482  26,363  122,408 

    Basic Earnings per Share(2)

      0.06  0.27  0.14  0.13  0.59 

    Diluted Earnings per Share(2)

      0.06  0.26  0.14  0.13  0.58 

    2010

                    

    Operating Revenues

     $216,345 $200,241 $224,062 $222,456 $863,104 

    Impairment of Oil and Gas Properties and Other Assets

          35,789  5,114  40,903 

    Operating Income(3)

      60,589  52,068  22,273  131,509  266,439 

    Net Income(3)

      28,696  21,682  3,898  49,110  103,386 

    Basic Earnings per Share(2)

      0.14  0.11  0.02  0.24  0.50 

    Diluted Earnings per Share(2)

      0.14  0.11  0.02  0.24  0.49 
    (In thousands, except per share amounts)
     First Second Third Fourth Total 

    2012

                    

    Operating revenues

     $272,136 $265,657 $296,874 $369,879 $1,204,546 

    Operating income(1)

      46,661  78,079  75,775  105,618  306,133 

    Net income(1)

      18,318  35,937  36,608  40,867  131,730 

    Basic earnings per share(2)

      0.09  0.17  0.17  0.19  0.63 

    Diluted earnings per share(2)

      0.09  0.17  0.17  0.19  0.62 

    2011

                    

    Operating revenues

     $209,026 $240,696 $262,117 $268,025 $979,864 

    Operating income(3)

      36,390  106,618  65,233  98,609  306,850 

    Net income(3)

      12,886  54,677  28,482  26,363  122,408 

    Basic earnings per share(2)

      0.06  0.27  0.14  0.13  0.59 

    Diluted earnings per share(2)

      0.06  0.26  0.14  0.13  0.58 

    (1)
    Operating Incomeincome and Net Incomeincome include a $67.0 million gain on the disposition of certain of Pearsall shale undeveloped acreage in 2011 containsouth Texas in the second quarter, partially offset by an $18.2 million loss on sale of certain of our south Texas proved oil and gas properties in the fourth quarter.

    (2)
    All Earnings per Share figures have been retroactively adjusted for the 2-for-1 split of the Company's common stock effective January 25, 2012.

    (3)
    Operating income and Net income include a $34.2 million gain on the disposition of certain Haynesville and Bossier Shale oil and gas properties in east Texas in the second quarter and an aggregate gain of $29.2 million from the sale of various other properties primarily in the fourth quarter of 2011.

    (2)
    All Earnings per Share figures have been retroactively adjusted for the 2-for-1 split of the Company's common stock effective January 25, 2012.

    (3)
    Operating Income and Net Income in 2010 contain an aggregate gain of $4.5 million from the sale of various oil and gas properties in the second quarter and a gain of $11.4 million related to the sale of certain oil and gas properties in Texas, a gain of $49.3 million associated with the sale of the Pennsylvania gathering infrastructure and a $40.7 million gain from the sale of the Company's investment in Tourmaline in the fourth quarter of 2010.quarter.

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    ITEM 9.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

            None.

    ITEM 9A.    CONTROLS AND PROCEDURES

    Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures and Changes in Internal Control over Financial Reporting

            As of December 31, 2011,2012, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's 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 the Company's 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 the Company in the reports that it files or submits under the Exchange Act.

            There were no changes in the Company's internal control over financial reporting that occurred during the fourth quarter that have materially affected, or are reasonably likely to materially effect, the Company's internal control over financial reporting.

    Management's Report on Internal Control over Financial Reporting

            The management of Cabot Oil & Gas Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. Cabot Oil & Gas Corporation's internal control over financial reporting is a process designed 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. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

            Cabot Oil & Gas Corporation's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2011.2012. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework. Based on this assessment management has concluded that, as of December 31, 2011,2012, the Company's internal control over financial reporting is effective at a reasonable assurance level based on those criteria.

            The effectiveness of Cabot Oil & Gas Corporation's internal control over financial reporting as of December 31, 2011,2012, has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

    ITEM 9B.    OTHER INFORMATION

            None.


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    PART III

    ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

            The information required by this Item is incorporated by reference to the Company's definitive Proxy Statement in connection with the 20122013 annual stockholders' meeting. In addition, the information set forth under the caption "Business—Other Business Matters—Corporate Governance Matters" in Item 1 regarding our Code of Business Conduct is incorporated by reference in response to this Item.

    ITEM 11.    EXECUTIVE COMPENSATION

            The information required by this Item is incorporated by reference to the Company's definitive Proxy Statement in connection with the 20122013 annual stockholders' meeting.

    ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

            The information required by this Item is incorporated by reference to the Company's definitive Proxy Statement in connection with the 20122013 annual stockholders' meeting.

    ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

            The information required by this Item is incorporated by reference to the Company's definitive Proxy Statement in connection with the 20122013 annual stockholders' meeting.

    ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

            The information required by this Item is incorporated by reference to the Company's definitive Proxy Statement in connection with the 20122013 annual stockholders' meeting.


    PART IV

    ITEM 15.    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

    A.    INDEX

    1.     Consolidated Financial Statements

            See Index on page 55.57.

    2.     Financial Statement Schedules

            Financial statement schedules listed under SEC rules but not included in this report are omitted because they are not applicable or the required information is provided in the notes to our consolidated financial statements.


    Table of Contents

    3.     Exhibits

            The following instruments are included as exhibits to this report. Those exhibits below incorporated by reference herein are indicated as such by the information supplied in the parenthetical thereafter. If no parenthetical appears after an exhibit, copies of the instrument have been included herewith. Our Commission file number is 1-10447.

    Exhibit
    Number
     Description
    3.1 Restated Certificate of Incorporation of the Company (Form 8-K for January 21, 2010).


    3.2


    Certificate of Amendment of Restated Certificate of Incorporation, dated as of May 1, 2012 (Form 10-Q for the quarter ended June 30, 2012).


    3.3

     

    Amended and Restated Bylaws, effective as of February 17, 2012 (Form 10-Q for the Company amended January 14, 2010 (Form 8-K for January 14, 2010)quarter ended June 30, 2012).


    4.1

     

    Form of Certificate of Common Stock of the Company (Registration Statement No. 33-32553).


    4.2

     

    Note Purchase Agreement dated as of July 26, 2001 among Cabot Oil & Gas Corporation and the Purchasers listed therein (Form 8-K for August 30, 2001).

     

     


    (a) Amendment No. 1 to Note Purchase Agreement, dated as of June 30, 2010 (Form 10-Q for the quarter ended June 30, 2010).

     

     


    (b) Amendment No. 2 to Note Purchase Agreement, dated as of September 28, 2010 (Form 10-Q for the quarter ended September 30, 2010).


    4.3

     

    Note Purchase Agreement dated as of July 16, 2008 among Cabot Oil & Gas Corporation and the Purchasers named therein (Form 8-K for July 16, 2008).

     

     


    (a) Amendment No. 1 to Note Purchase Agreement, dated as of June 30, 2010 (Form 10-Q for the quarter ended June 30, 2010).


    4.4

     

    Note Purchase Agreement dated as of December 1, 2008 among Cabot Oil & Gas Corporation and the Purchasers named therein (Form 10-K for 2008).

     

     


    (a) Amendment No. 1 to Note Purchase Agreement, dated as of June 30, 2010 (Form 10-Q for the quarter ended June 30, 2010).


    4.5

     

    Note Purchase Agreement dated as of December 30, 2010 among Cabot Oil & Gas Corporation and the Purchasers named therein (Form 10-K for 2010).


    4.6

     

    Credit Agreement, dated as of September 22, 2010, among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Banc of America Securities LLC, as Syndication Agent, Bank of Montreal, as Documentation Agent, and the Lenders party thereto (Form 10-Q for the quarter ended September 30, 2010).


    *10.14.7

     

    First Amendment to Amended and Restated Credit Agreement, dated as of May 4, 2012, among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Banc of America Securities as Syndication Agent, Bank of Montreal as Documentation Agent, and the Lenders party thereto (Form 10-Q for the quarter ended June 30, 2012).


    4.8


    Second Amendment to Amended and Restated Credit Agreement, dated as of July 18, 2012, among the Company, JPMorgan Chase Bank, N.A., as Administrative Agent, Banc of America Securities and Bank of Montreal as Co-Syndication Agents, BNP Paribas and Wells Fargo as Co-Documentation Agents, and the Lenders party thereto (Form 10-Q for the quarter ended September 30, 2012).

    Table of Contents

    Exhibit
    Number
    Description
    *10.1Form of Change in Control Agreement between the Company and Certain Officers (Form 10-K for 2008).


     

     

    (a) Form of Change in Control Agreement between the Company and Certain Officers (Confirmation that Certain Benefits no Longer Apply).

    *10.2


    Form of Supplemental Executive Retirement Agreement (Form 10-K for 2008)2010).

     


    (a) Agreement Concerning SERP.

    *10.310.2

     

    Form of Indemnity Agreement between the Company and Certain Officers (Form 10-K for 1997).Officers.

    Table of Contents



    *10.3
    Exhibit
    Number
    Description
    *10.4
    Deferred Compensation Plan of the Company, as Amended and Restated, Effective January 1, 2011 (Form 10-Q for the quarter ended June 30, 2011).

    10.5

     

    Trust Agreement dated September 2000 between Harris Trust and Savings Bank and the Company (Form 10-K for 2001).

    *10.610.4

     

    Employment Agreement between the Company and Dan O. Dinges dated August 29, 2001 (Form 10-K for 2001).

     

     


    (a) Amendment to Employment Agreement between the Company and Dan O. Dinges, effective December 31, 2008 (Form 10-K for 2008).


    *10.710.5

     

    2004 Incentive Plan (Form 10-Q for the quarter ended June 30, 2004).


     

     

    (a) First Amendment to the 2004 Incentive Plan effective February 23, 2007 (Form 10-Q for the quarter ended March 31, 2007).

     

     


    (b) Second Amendment to the 2004 Incentive Plan Amendment, effective as of January 1, 2009December 31, 2008 (Form 10-K for 2008).


    *10.810.6

     

    2004 Performance Award Agreement (Form 10-Q for the quarter ended June 30, 2004).

    *10.9


    2004 Annual Target Cash Incentive Plan Measurement Criteria for Cabot Oil & Gas Corporation (Form 8-K for February 10, 2005).

    *10.10


    Form of Restricted Stock Awards Terms and Conditions for Cabot Oil & Gas Corporation
    (Form 8-K for February 10, 2005).

    *10.11


    20052012 Form of Non-Employee Director Restricted Stock Unit Award Agreement (Form 8-K for May 24, 2005).

    *10.12


    Savings Investment Plan of the Company, as amended and restated effective January 1, 2001 (Form 10-K for 2005).Agreement.

     


    (a) First Amendment to the Savings Investment Plan effective January 1, 2002 (Form 10-K for 2005).



    (b) Second Amendment to the Savings Investment Plan effective January 1, 2003 (Form 10-K for 2005).



    (c) Third Amendment to the Savings Investment Plan effective January 1, 2005 (Form 10-K for 2005).

    *10.1310.7

     

    Forms of Award Agreements for Executive Officers under 2004 Incentive Plan (Form 10-K for 2006)Plan.




    (a) 2012 Form of Restricted Stock Award Agreement.




    (b) 2012 Form of Stock Appreciation Rights Award Agreement.




    (c) 2012 Form of Performance Share Award Agreement (Officers).

     

     


    (a)(d) 2012 Form of Restricted StockHybrid Performance Share Award Agreement (Form 10-K for 2006).Agreement.

     

     

    (b) Form of Stock Appreciation Rights Award Agreement (Form 10-K for 2006).

     


    (c)(e) 2012 Form of Performance Share Award Agreement (Form 10-K for 2006)(Employees).


    10.1410.8

     

    Cabot Oil & Gas Corporation Mineral, Royalty and Overriding Royalty Interest Plan (Registration Statement No. 333-135365).

     

     


    (a) Form of Conveyance of Mineral and/or Royalty Interest (Registration Statement No. 333-135365).

     

     


    (b) Form of Conveyance of Overriding Royalty Interest (Registration Statement No. 333-135365).

    Table of Contents

    Exhibit
    Number
    Description
    *10.15Form of Amendment of Employee Award Agreements (Form 8-K for December 19, 2006).

    *10.16

     

    Savings Investment Plan of the Company, as amended and restated effective January 1, 2006 (Form 10-K for 2006).



    (a) First Amendment to the Savings Investment Plan of the Company effective January 1, 2006 (Form 10-K for 2007).



    (b) Second Amendment to the Savings Investment Plan of the Company effective April 23, 2008 (Form 10-Q for the quarter ended March 31, 2008).



    (c) Third Amendment to the Savings Investment Plan of the Company effective July 1, 2008 (Form 10-K for 2008).



    (d) Fourth Amendment to the Savings Investment Plan of the Company effective January 1, 2008 (Form 10-K for 2008).

    *10.17


    Cabot Oil & Gas Corporation Pension Plan, as amended and restated effective September 30, 2010 (Form 10-K for 2010).

    *10.1810.9

     

    Savings Investment Plan of the Company, as amended and restated effective January 1, 2009 (Form 10-K for 2009).

     

     


    (a) First Amendment to the Savings Investment Plan of the Company effective JanuaryOctober 1, 20092010 (Form 10-K for 2010).


    *10.10


    Nonemployee Director Deferred Compensation Plan effective December 21, 2012.


    21.1

     

    Subsidiaries of Cabot Oil & Gas Corporation.


    23.1

     

    Consent of PricewaterhouseCoopers LLP.


    23.2

     

    Consent of Miller and Lents, Ltd.

    Table of Contents


    31.1

    Exhibit
    Number
    Description
    31.1302 Certification—Chairman, President and Chief Executive Officer.


    31.2

     

    302 Certification—Vice President and Chief Financial Officer.


    32.1

     

    906 Certification.


    99.1

     

    Miller and Lents, Ltd. Audit Letter.


    101.INS

     

    XBRL Instance Document.


    101.SCH

     

    XBRL Taxonomy Extension Schema Document.


    101.CAL

     

    XBRL Taxonomy Extension Calculation Linkbase Document.


    101.LAB

     

    XBRL Taxonomy Extension Label Linkbase Document.


    101.PRE

     

    XBRL Taxonomy Extension Presentation Linkbase Document.


    101.DEF

     

    XBRL Taxonomy Extension Definition Linkbase Document.

    *
    Compensatory plan, contract or arrangement.

    Table of Contents


    SIGNATURES

            Pursuant to the requirements of Section 13 and 15 (d) 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, in the City of Houston, State of Texas, on the 28th of February 2012.2013.

     CABOT OIL & GAS CORPORATION


     

    By:


     

    /s/ DAN O. DINGES


    Dan O. Dinges
    Chairman, President and Chief Executive Officer

            Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

    Signature
     
    Title
     
    Date

     

     

     

     

     
    /s/ DAN O. DINGES

    Dan O. Dinges
     Chairman, President and Chief Executive Officer (Principal Executive Officer) February 28, 20122013

    /s/ SCOTT C. SCHROEDER

    Scott C. Schroeder

     

    Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)

     

    February 28, 20122013

    /s/ TODD M. ROEMER

    Todd M. Roemer

     

    Controller
    (Principal (Principal Accounting Officer)

     

    February 28, 20122013

    /s/ RHYS J. BEST

    Rhys J. Best

     

    Director

     

    February 28, 2012

    /s/ DAVID M. CARMICHAEL

    David M. Carmichael


    Director


    February 28, 20122013

    /s/ JAMES R. GIBBS

    James R. Gibbs

     

    Director

     

    February 28, 20122013

    /s/ ROBERT L. KEISER

    Robert L. Keiser

     

    Director

     

    February 28, 20122013

    /s/ ROBERT KELLEY

    Robert Kelley

     

    Director

     

    February 28, 20122013

    Table of Contents

    Signature
    Title
    Date






    /s/ P. DEXTER PEACOCK

    P. Dexter Peacock

     

    Director

     

    February 28, 20122013

    /s/ W. MATT RALLS

    W. Matt Ralls

     

    Director

     

    February 28, 2012

    /s/ WILLIAM P. VITITOE

    William P. Vititoe


    Director


    February 28, 20122013