CABOT OIL & GAS CORP (Form: 10-Q, Received: 07/27/2012 08:55:21)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2012

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

Commission file number 1-10447

CABOT OIL & GAS CORPORATION

(Exact name of registrant as specified in its charter)

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

Three Memorial City Plaza

840 Gessner Road, Suite 1400, Houston, Texas 77024

(Address of principal executive offices including ZIP code)

(281) 589-4600

(Registrant’s telephone number, including area code)

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

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

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

Large accelerated filer x		Accelerated filer o

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

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

As of July 23, 2012, there were 209,988,641 shares of Common Stock, Par Value $.10 Per Share, outstanding.

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CABOT OIL & GAS CORPORATION

INDEX TO FINANCIAL STATEMENTS

	Page
Part I. Financial Information

Item 1. Financial Statements

Condensed Consolidated Balance Sheet at June 30, 2012 and December 31, 2011	3

Condensed Consolidated Statement of Operations for the Three and Six Months Ended June 30, 2012 and 2011	4

Condensed Consolidated Statement of Comprehensive Income for the Three and Six Months Ended June 30, 2012 and 2011	5

Condensed Consolidated Statement of Cash Flows for the Six Months Ended June 30, 2012 and 2011	6

Notes to the Condensed Consolidated Financial Statements	7

Report of Independent Registered Public Accounting Firm on Review of Interim Financial Information	21

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	22

Item 3. Quantitative and Qualitative Disclosures about Market Risk	32

Item 4. Controls and Procedures	34

Part II. Other Information

Item 1. Legal Proceedings	34

Item 1A. Risk Factors	34

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	35

Item 6. Exhibits	36

Signatures	37

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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

CABOT OIL & GAS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET (Unaudited)

	June 30,			December 31,
(In thousands, except share amounts)	2012			2011
ASSETS
Current Assets
Cash and Cash Equivalents	$	48,641		$	29,911
Accounts Receivable, Net	89,167			114,381
Income Taxes Receivable	—			1,388
Inventories	11,985			21,278
Derivative Instruments	139,346			174,263
Other Current Assets	6,728			4,579
Total Current Assets	295,867			345,800
Properties and Equipment, Net (Successful Efforts Method)	4,061,674			3,934,584
Derivative Instruments	18,759			21,249
Other Assets	33,892			29,860
	$	4,410,192		$	4,331,493

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable	$	237,417		$	217,294
Income Taxes Payable	3,387			—
Deferred Income Taxes	45,939			55,132
Accrued Liabilities	54,116			70,918
Total Current Liabilities	340,859			343,344
Postretirement Benefits	40,474			38,708
Long-Term Debt	972,000			950,000
Deferred Income Taxes	829,027			802,592
Asset Retirement Obligation	61,952			60,142
Other Liabilities	34,550			31,939
Total Liabilities	2,278,862			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 — 209,975,716 Shares and 209,019,458 Shares in 2012 and 2011, respectively	20,998			20,902
Additional Paid-in Capital	720,670			724,377
Retained Earnings	1,304,178			1,258,291
Accumulated Other Comprehensive Income	88,833			104,547
Less Treasury Stock, at Cost:
404,400 Shares in 2012 and 2011, respectively	(3,349		)	(3,349		)
Total Stockholders’ Equity	2,131,330			2,104,768
	$	4,410,192		$	4,331,493

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

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CABOT OIL & GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (Unaudited)

	Three Months Ended				Six Months Ended
	June 30,				June 30,
(In thousands, except per share amounts)	2012		2011		2012		2011

OPERATING REVENUES
Natural Gas	$	201,051	$	200,357	$	407,833	$	370,455
Brokered Natural Gas	5,149		11,072		18,593		29,480
Crude Oil and Condensate	57,466		28,042		107,447		46,634
Other	1,991		1,225		3,920		3,153
	265,657		240,696		537,793		449,722
OPERATING EXPENSES
Brokered Natural Gas Cost	4,250		9,796		16,122		25,158
Direct Operations	29,306		22,579		56,626		49,586
Transportation and Gathering	33,139		16,074		63,397		28,942
Taxes Other Than Income	10,854		5,877		29,437		14,028
Exploration	16,244		4,592		20,245		10,900
Depreciation, Depletion and Amortization	114,616		83,225		224,973		160,349
General and Administrative	46,872		26,006		69,421		50,305
	255,281		168,149		480,221		339,268
Gain / (Loss) on Sale of Assets	67,703		34,071		67,168		32,554
INCOME FROM OPERATIONS	78,079		106,618		124,740		143,008
Interest Expense and Other	18,495		18,044		35,412		35,411
Income Before Income Taxes	59,584		88,574		89,328		107,597
Income Tax Expense	23,647		33,897		35,073		40,034
NET INCOME	$	35,937	$	54,677	$	54,255	$	67,563

Earnings Per Share
Basic	$	0.17	$	0.26	$	0.26	$	0.32
Diluted	$	0.17	$	0.26	$	0.26	$	0.32

Weighted-Average Shares Outstanding
Basic	209,512		208,528		209,320		208,408
Diluted	211,158		210,674		210,974		210,176

Dividends per common share	$	0.02	$	0.02	$	0.04	$	0.03

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

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CABOT OIL & GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands)	2012			2011			2012			2011

Net Income	$	35,937		$	54,677		$	54,255		$	67,563

Other Comprehensive Income / (Loss), net of taxes:
Reclassification Adjustment for Settled Contracts (1)	(44,579		)	(8,155		)	(78,649		)	(16,326		)
Changes in Fair Value of Hedge Positions (2)	11,246			29,983			54,451			37,778
Defined Benefit Pension and Postretirement Plans:
Amortization of Net Obligation at Transition (3)	—			99			—			198
Amortization of Prior Service Cost (4)	67			199			135			398
Amortization of Net Loss (5)	4,174			2,009			8,349			4,018
Foreign Currency Translation Adjustment (6)	—			(6		)	—			(8		)
Total Other Comprehensive Income / (Loss)	(29,092		)	24,129			(15,714		)	26,058
Comprehensive Income / (Loss)	$	6,845		$	78,806		$	38,541		$	93,621

(1) Net of income taxes of $28,263 and $4,998 for the three months ended June 30, 2012 and 2011, respectively, and $49,863 and $10,006 for the six months ended June 30, 2012 and 2011, respectively.

(2) Net of income taxes of $(7,130) and $(18,331) for the three months ended June 30, 2012 and 2011, respectively, and $(34,653) and $(23,109) for the six months ended June 30, 2012 and 2011, respectively.

(3) Net of income taxes of $0 and $(59) for the three months ended June 30, 2012 and 2011, respectively, and $0 and $(118) for the six months ended June 30, 2012 and 2011, respectively.

(4) Net of income taxes of $(43) and $(117) for the three months ended June 30, 2012 and 2011, respectively and $(86) and $(235) for the six months ended June 30, 2012 and 2011, respectively.

(5) Net of income taxes of $(2,647) and $(1,194) for the three months ended June 30, 2012 and 2011, respectively and $(5,294) and $(2,388) for the six months ended June 30, 2012 and 2011, respectively.

(6) Net of income taxes of $0 and $3 for the three months ended June 30, 2012 and 2011, respectively and $0 and $3 for the six months ended June 30, 2012 and 2011, respectively.

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

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CABOT OIL & GAS CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

	Six Months Ended
	June 30,
(In thousands)	2012			2011

CASH FLOWS FROM OPERATING ACTIVITIES
Net Income	$	54,255		$	67,563
Adjustments to Reconcile Net Income to Cash Provided by Operating Activities:
Depreciation, Depletion and Amortization	224,973			160,349
Deferred Income Tax Expense	27,073			36,886
(Gain) / Loss on Sale of Assets	(67,168		)	(32,554		)
Exploration Expense	10,925			504
Unrealized (Gain) / Loss on Derivative Instruments	300			886
Amortization of Debt Issuance Costs	3,334			2,253
Stock-Based Compensation, Pension and Other	26,987			26,932
Changes in Assets and Liabilities:
Accounts Receivable, Net	25,214			(22,826		)
Income Taxes	4,775			(33,850		)
Inventories	9,293			5,623
Other Current Assets	(3,691		)	(1,208		)
Accounts Payable and Accrued Liabilities	(28,675		)	10,821
Other Assets and Liabilities	3,547			(678		)
Net Cash Provided by Operating Activities	291,142			220,701

CASH FLOWS FROM INVESTING ACTIVITIES
Capital Expenditures	(411,327		)	(404,214		)
Proceeds from Sale of Assets	132,715			54,336
Investment in Equity Method Investment	(2,088		)	—
Net Cash Used in Investing Activities	(280,700		)	(349,878		)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowings from Debt	170,000			220,000
Repayments of Debt	(148,000		)	(100,000		)
Dividends Paid	(8,368		)	(6,250		)
Capitalized Debt Issuance Costs	(5,005		)	(1,025		)
Other	(339		)	(183		)
Net Cash Provided by Financing Activities	8,288			112,542

Net Increase / (Decrease) in Cash and Cash Equivalents	18,730			(16,635		)
Cash and Cash Equivalents, Beginning of Period	29,911			55,949
Cash and Cash Equivalents, End of Period	$	48,641		$	39,314

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

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CABOT OIL & GAS CORPORATION

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1. FINANCIAL STATEMENT PRESENTATION

During interim periods, Cabot Oil & Gas Corporation (the Company) follows the same accounting policies disclosed in its Annual Report on Form 10-K for the year ended December 31, 2011 (Form 10-K) filed with the Securities and Exchange Commission (SEC). The interim financial statements should be read in conjunction with the notes to the consolidated financial statements and information presented in the Form 10-K. In management’s opinion, the accompanying interim condensed consolidated financial statements contain all material adjustments, consisting only of normal recurring adjustments, necessary for a fair statement. The results for any interim period are not necessarily indicative of the expected results for the entire year.

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

With respect to the unaudited financial information of the Company as of June 30, 2012 and for the three and six months ended June 30, 2012 and 2011, PricewaterhouseCoopers LLP reported that they have applied limited procedures in accordance with professional standards for a review of such information. However, their separate report dated July 27, 2012 appearing herein states that they did not audit and they do not express an opinion on that unaudited financial information. Accordingly, the degree of reliance on their report on such information should be restricted in light of the limited nature of the review procedures applied. PricewaterhouseCoopers LLP is not subject to the liability provisions of Section 11 of the Securities Act of 1933 for their report on the unaudited financial information because that report is not a “report” or a “part” of the registration statement prepared or certified by PricewaterhouseCoopers LLP within the meaning of Sections 7 and 11 of the Act.

Recent Accounting Pronouncements

In May 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 are effective for interim and annual periods beginning after December 15, 2011 and are to be applied prospectively. This update did not have any impact on the Company’s consolidated financial position, results of operations or cash flows.

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” ASU No. 2011-05 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 ASU No. 2011-05.” ASU No. 2011-12 defers only those changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12, 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. The Company has elected to present two separate but consecutive financial statements. These updates did not have any impact on the Company’s 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 Accounting 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.

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2. PROPERTIES AND EQUIPMENT, NET

Properties and equipment, net are comprised of the following:

	June 30,			December 31,
(In thousands)	2012			2011

Proved Oil and Gas Properties	$	5,376,987		$	5,006,846
Unproved Oil and Gas Properties	456,548			478,942
Gathering and Pipeline Systems	238,802			238,660
Land, Building and Other Equipment	82,464			80,908
	6,154,801			5,805,356
Accumulated Depreciation, Depletion and Amortization	(2,093,127		)	(1,870,772		)
	$	4,061,674		$	3,934,584

At June 30, 2012, the Company did not have any projects that had exploratory well costs that were capitalized for a period of greater than one year after drilling.

Divestitures

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 $251.1 million, subject to post-closing adjustments. 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 $126.1 million in accordance with a joint development agreement entered into at the 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.

During the first six months of 2011, 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 agreed 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 the first six months of 2011, the Company received reimbursement of drilling costs incurred of approximately $11.2 million associated with wells that had commenced drilling prior to the execution of the participation agreements.

In May 2011, the Company sold certain of its 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.

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3. ADDITIONAL BALANCE SHEET INFORMATION

Certain balance sheet amounts are comprised of the following:

	June 30,			December 31,
(In thousands)	2012			2011

ACCOUNTS RECEIVABLE, NET
Trade Accounts	$	82,915		$	111,306
Joint Interest Accounts	3,703			5,417
Other Accounts	3,561			1,003
	90,179			117,726
Allowance for Doubtful Accounts	(1,012		)	(3,345		)
	$	89,167		$	114,381
INVENTORIES
Natural Gas in Storage	$	5,466		$	13,513
Tubular Goods and Well Equipment	6,247			7,146
Other Accounts	272			619
	$	11,985		$	21,278
OTHER CURRENT ASSETS
Prepaid Balances and Other	4,821			2,345
Restricted Cash	1,907			2,234
	$	6,728		$	4,579
OTHER ASSETS
Rabbi Trust Deferred Compensation Plan	$	11,146		$	10,838
Debt Issuance Cost	19,351			17,680
Equity Method Investment	2,078			—
Other Accounts	1,317			1,342
	$	33,892		$	29,860
ACCOUNTS PAYABLE
Trade Accounts	$	25,406		$	18,253
Natural Gas Purchases	3,062			3,012
Royalty and Other Owners	47,094			48,113
Accrued Capital Costs	153,061			138,122
Taxes Other Than Income	791			2,076
Drilling Advances	344			1,489
Wellhead Gas Imbalances	2,375			2,312
Other Accounts	5,284			3,917
	$	237,417		$	217,294
ACCRUED LIABILITIES
Employee Benefits	$	11,375		$	26,035
Pension and Postretirement Benefits	4,838			6,331
Taxes Other Than Income	12,647			12,297
Interest Payable	23,557			24,701
Derivative Contracts	193			385
Other Accounts	1,506			1,169
	$	54,116		$	70,918
OTHER LIABILITIES
Rabbi Trust Deferred Compensation Plan	$	20,883		$	20,187
Derivative Contracts	951			—
Other Accounts	12,716			11,752
	$	34,550		$	31,939

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4. DEBT AND CREDIT AGREEMENTS

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

(In thousands)	June 30, 2012		December 31, 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	210,000		188,000
	$	972,000	$	950,000

In May 2012, the Company amended its revolving credit facility to adjust the margins associated with borrowings under the facility and extend the maturity date from September 2015 to May 2017. The credit facility, as amended, provides for an available credit line of $900 million with an accordion feature, which allows the Company to increase the available credit line by an additional $500 million if one or more of the existing or new banks agree to provide such increased amount. Interest rates under the credit facility are based on Euro-Dollars (LIBOR) or Base Rate (Prime) indications, plus a margin, as follows:

	Debt Percentage
	<25%		> 25% <50%		> 50% <75%		> 75% <90%		> 90%
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 currently provides for a $1.7 billion borrowing base. The other terms and conditions of the amended facility are generally consistent with the terms and conditions of the credit agreement prior to its amendment.

In conjunction with entering into the amendment to the credit facility, the Company incurred $5.0 million of debt issuance costs, which were capitalized and will be amortized over the term of the amended credit facility. Approximately $1.3 million in unamortized cost associated with the original credit facility was recognized as a debt extinguishment cost, which was included in Interest Expense and Other in the Condensed 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.”

At June 30, 2012, the Company had $210.0 million of borrowings outstanding under the amended credit facility at a weighted-average interest rate of 3.3% and $689.0 million available for future borrowings.

5. EQUITY METHOD INVESTMENT

Constitution Pipeline Company, LLC

The Company accounts for its investment in entities over which the Company has 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 partnerships distributions based on the most recently available financial statements of the investee (generally on a one month lag). The Company also evaluates its equity method investments for potential impairment whenever events or changes in circumstances indicate that there is an other-than-temporary decline in the value of the investment.

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 and the right to acquire a 25% equity interest in the project, 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

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invest approximately $187 million, subject to a contribution cap of $250 million. The investment, which is expected to occur over the next three years, will fund the development and construction of the pipeline and related facilities.

During the first six months of 2012, the Company made an initial contribution of $2.1 million to fund the initial costs associated with the project. The Company’s net book value in this equity investment was $2.1 million as of June 30, 2012 and is included in Other Assets in the Condensed Consolidated Balance Sheet. There were no material earnings or losses associated with Constitution during the first six months of 2012. Earnings (losses) on Equity Method Investment are included in Interest Expense and Other in the Condensed Consolidated Statement of Operations.

6. 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:

	Three Months Ended		Six Months Ended
	June 30,		June 30,
(In thousands)	2012	2011	2012	2011
Weighted-Average Shares - Basic	209,512	208,528	209,320	208,408
Dilution Effect of Stock Options, Stock Appreciation Rights and Stock Awards at End of Period	1,646	2,146	1,654	1,768
Weighted-Average Shares - Diluted	211,158	210,674	210,974	210,176

Weighted-Average Stock Awards and Shares Excluded from Diluted Earnings per Share due to the Anti-Dilutive Effect	122	2	179	144

7. COMMITMENTS AND CONTINGENCIES

Transportation Agreements

During the first six months of 2012, the Company entered into a liquids transportation agreement that is expected to commence in the fourth quarter of 2012. The Company’s total future minimum transportation commitments as of June 30, 2012 are as follows:

(In thousands)
2012	$	47,341
2013	120,765
2014	127,620
2015	127,698
2016	128,071
Thereafter	1,289,641
	$	1,841,136

For further information on the Company’s transportation agreements, please refer to Note 7 of the Notes to the Consolidated Financial Statements in the 2011 Form 10-K.

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

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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 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. Closing arguments have been set for mid-January 2013.

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 flows.

Contingency Reserves

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

Environmental Matters

Pennsylvania Department of Environmental Protection

On December 15, 2010, the Company entered into a consent order and settlement agreement (CO&SA) with the Pennsylvania Department of Environmental Protection (PaDEP), 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 water supplies to 14 households in Susquehanna County, Pennsylvania. Prior to this settlement, the Company and PaDEP had entered into a number of consent orders, beginning in November 2009, requiring the Company to pay civil penalties and to undertake various remedial actions, including at various times making available potable water to the 14 households, plugging and abandoning three vertical natural gas wells in a nine square mile area in Susquehanna County and postponing the drilling of new natural gas wells in the area of concern until certain terms of the consent orders were fulfilled. Under the CO&SA, among other things, the Company agreed to place a total of $4.2 million into escrow accounts for the benefit 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 quality 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 Company by the PaDEP relating to the natural gas wells in the affected area and all prior consent orders. 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.

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 the PaDEP to address the results of the Company’s natural gas well test data, water quality sampling and water well headspace screenings, which were required pursuant to the CO&SA. 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, the PaDEP concurred that temporary water deliveries to the property owners are no longer necessary.

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On November 18, 2011, certain of the affected households appealed to the PEHB the PaDEP’s October 18, 2011 determination that temporary water deliveries were no longer necessary to the property owners and on November 23, 2011 filed a Petition for Supersedeas in the appeal. On December 9, 2011, the PEHB denied the Petition for Supersedeas and consolidated the appeal of the CO&SA with the appeal of the October 18, 2011 determination. A hearing on the consolidated matter is expected to occur in the second half of 2012.

As of June 30, 2012, the Company has paid $1.3 million in settlement of fines and penalties sought or claimed by the PaDEP related to this matter, paid $2.3 million (through the escrow process) to ten of the affected households and accrued a $1.9 million settlement liability that represents the unpaid escrow balance, which is included in Other Liabilities in the Condensed 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 Company pursuant to the Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (CERCLA). The Required Submission of Information requested all documents, water sampling results and any other correspondence related to the Company’s activities in the area of concern. The Company provided information pursuant to the request.

Upon review of information from Dimock residents, the PaDEP, and the Company, the EPA determined that further water well sampling was necessary and initiated two rounds of water sampling to address concerns about drinking water in Dimock. In July 2012, based on the outcome of the water sampling, the EPA determined that levels of contaminants do not pose a health concern and that it would take no further action.

8. 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 June 30, 2012, the Company had 49 derivative contracts open: 23 natural gas price swap arrangements, six natural gas basis swap arrangements, 14 natural gas collar arrangements and six crude oil swap arrangements. During the first six months of 2012, the Company entered into 12 new derivative contracts covering anticipated crude oil production for 2012 and 2013 and natural gas production for 2013.

As of June 30, 2012, the Company had the following outstanding commodity derivatives:

Commodity and Derivative Type	Weighted-Average Contract Price	Volume	Contract Period
Derivatives Designated as Hedging Instruments
Natural Gas Swaps	$5.22 per Mcf	48,261 Mmcf	Jul. 2012 - Dec. 2012
Natural Gas Collars	$3.09 Floor / $4.12 Ceiling per Mcf	35,457 Mmcf	Jan. 2013 - Dec. 2013
Natural Gas Collars	$5.15 Floor / $6.20 Ceiling per Mcf	17,729 Mmcf	Jan. 2013 - Dec. 2013
Crude Oil Swaps	$100.45 per Bbl	1,041 Mbbl	Jul. 2012 - Dec. 2012
Crude Oil Swaps	$101.90 per Bbl	1,095 Mbbl	Jan. 2013 - Dec. 2013

Derivatives Not Designated as Hedging Instruments
Natural Gas Basis Swaps	$(0.25) per Mcf	8,568 Mmcf	Jul. 2012 - Dec. 2012

The change in fair value of derivatives designated as hedges that is effective is recorded to Accumulated Other Comprehensive Income / (Loss) in Stockholders’ Equity in the Condensed Consolidated Balance Sheet. The ineffective portion of the change in fair value of derivatives designated as hedges, if any, and the change in fair value of derivatives not designated as hedges are recorded currently in earnings as a component of Natural Gas Revenue and Crude Oil and Condensate Revenue, as appropriate, in the Condensed Consolidated Statement of Operations.

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The following disclosures reflect the impact of derivative instruments on the Company’s condensed consolidated financial statements:

Effect of Derivative Instruments on the Condensed Consolidated Balance Sheet

		Fair Value Asset (Liability)
(In thousands)	Balance Sheet Location	June 30, 2012			December 31, 2011
Derivatives Designated as Hedging Instruments
Commodity Contracts	Derivative Instruments (current assets)	$	141,230		$	177,389
Commodity Contracts	Accrued Liabilities	(193		)	(385		)
Commodity Contracts	Derivative Instruments (non-current assets)	18,759			21,249
Commodity Contracts	Other Liabilities	(951		)	—
		158,845			198,253
Derivatives Not Designated as Hedging Instruments
Commodity Contracts	Derivative Instruments (current assets)	(1,884		)	(3,126		)
		$	156,961		$	195,127

At June 30, 2012 and December 31, 2011, unrealized gains of $158.9 million ($97.2 million, net of tax) and $198.3 million ($121.4 million, net of tax), respectively, were recorded in Accumulated Other Comprehensive Income / (Loss). Based upon estimates at June 30, 2012, the Company expects to reclassify $86.3 million in after-tax income associated with its commodity hedges from Accumulated Other Comprehensive Income / (Loss) to the Condensed Consolidated Statement of Operations over the next 12 months.

Effect of Derivative Instruments on the Condensed Consolidated Statement of Operations

	Amount of Gain (Loss) Recognized in OCI on Derivative (Effective Portion)								Location of Gain (Loss)	Amount of Gain (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)
Derivatives Designated as Hedging Instruments	Three Months Ended June 30,				Six Months Ended June 30,				Reclassified from Accumulated OCI into	Three Months Ended June 30,					Six Months Ended June 30,
(In thousands)	2012		2011		2012		2011		Income	2012		2011			2012		2011
Commodity Contracts	$	18,376	$	48,314	$	89,104	$	60,887	Natural Gas Revenues	$	69,732	$	13,667		$	126,728	$	27,148
									Crude Oil and Condensate Revenues	3,110		(514		)	1,784		(816		)
										$	72,842	$	13,153		$	128,512	$	26,332

For the three and six months ended June 30, 2012 and 2011, respectively, there was no ineffectiveness recorded in our Condensed Consolidated Statement of Operations related to our derivative instruments.

Derivatives Not Designated as Hedging Instruments	Location of Gain (Loss) Recognized	Three Months Ended June 30,						Six Months Ended June 30,
(In thousands)	in Income on Derivative	2012			2011			2012			2011
Commodity Contracts	Natural Gas Revenues	$	(342	)	$	(903	)	$	(300	)	$	(886	)

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.

Certain 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.

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9. FAIR VALUE MEASUREMENTS

ASC 820, “Fair Value Measurements and Disclosures,” established a formal framework for measuring fair values of assets and liabilities in financial statements that are already required by generally accepted accounting principles (GAAP) to be measured at fair value. 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 inputs. ASC 820 establishes formal 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.

The Company has classified its assets and liabilities into these levels depending upon the data relied on to determine the fair values. For further information regarding the fair value hierarchy, refer to Note 13 of the Notes to the Consolidated Financial Statements in the 2011 Form 10-K.

Non-Financial Assets and Liabilities

The Company discloses or recognizes its non-financial assets and liabilities, such as impairments of long-lived assets, at fair value on a nonrecurring basis. As none of the Company’s non-financial assets and liabilities were impaired as of June 30, 2012 and 2011 and no other assets or liabilities were required to be measured at fair value on a non-recurring basis, additional disclosures are not provided.

Financial Assets and Liabilities

The Company’s 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:

(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 June 30, 2012
Assets
Rabbi Trust Deferred Compensation Plan	$	11,146	$	—	$	—	$	11,146
Derivative Contracts	—		27,748		130,357		158,105
Total Assets	$	11,146	$	27,748	$	130,357	$	169,251

Liabilities
Rabbi Trust Deferred Compensation Plan	$	20,883	$	—	$	—	$	20,883
Derivative Contracts	—				1,144		1,144
Total Liabilities	$	20,883	$	—	$	1,144	$	22,027

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(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

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

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

The significant 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 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:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands)	2012			2011			2012			2011
Balance at beginning of period	$	218,942		$	14,158		$	195,127		$	14,746
Total Gains / (Losses) (Realized or Unrealized):
Included in Earnings (1)	69,390			12,249			126,428			25,446
Included in Other Comprehensive Income	(90,234		)	35,161			(67,541		)	34,555
Settlements	(68,885		)	(13,153		)	(125,186		)	(26,332		)
Transfers In and/or Out of Level 3	—			—			385			—
Balance at end of period	$	129,213		$	48,415		$	129,213		$	48,415

(1) Unrealized losses of $0.3 million and $0.9 for the three months ended June 30, 2012 and 2011, respectively, and unrealized losses of $0.3 million and $0.9 million for the six months ended June 30, 2012 and 2011, respectively, were included in Natural Gas Revenues in the Condensed Consolidated Statement of Operations.

There were no transfers between Level 1 and Level 2 measurements for the six months ended June 30, 2012 and 2011.

Fair Value of Other Financial Instruments

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

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The fair value of long-term debt is the estimated cost to acquire 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 fixed-rate notes and the credit facility is based on interest rates currently available to the Company. The Company’s long-term debt is valued using an income approach and classified as Level 3 in the fair value hierarchy.

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:

June 30, 2012

December 31, 2011

(In thousands)

Carrying
Amount

Estimated Fair
Value

Carrying
Amount

Estimated Fair
Value

Long-Term Debt

972,000

1,115,085

950,000

1,082,531

10. ACCUMULATED COMPREHENSIVE INCOME / (LOSS)

Changes in the components of Accumulated Other Comprehensive Income / (Loss), net of taxes, for the six months ended June 30, 2012 were as follows:

(In thousands)	Net Gains / (Losses) on Cash Flow Hedges			Defined Benefit Pension and Postretirement Plans			Total
Balance at December 31, 2011	$	121,358		$	(16,811	)	$	104,547
Net change in unrealized gain on cash flow hedges, net of taxes of $15,210	(24,198		)	—			(24,198		)
Net change in defined benefit pension and postretirement plans, net of taxes of $(5,380)	—			8,484			8,484
Balance at June 30, 2012	$	97,160		$	(8,327	)	$	88,833

11. PENSION AND OTHER POSTRETIREMENT BENEFITS

The components of net periodic benefit costs, included in General and Administrative Expense in the Condensed Consolidated Statement of Operations, were as follows:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
(In thousands)	2012			2011			2012			2011
Qualified and Non-Qualified Pension Plans
Interest Cost	$	461		$	800		$	922		$	1,601
Expected Return on Plan Assets	(874		)	(1,160		)	(1,748		)	(2,320		)
Settlement	7,111			—			7,111			—
Amortization of Prior Service Cost	110			316			221			633
Amortization of Net Loss	6,541			3,062			13,083			6,124
Net Periodic Pension Cost	$	13,349		$	3,018		$	19,589		$	6,038

Postretirement Benefits Other than Pension Plans
Current Period Service Cost	$	523		$	334		$	1,046		$	669
Interest Cost	418			468			836			935
Amortization of Net Loss	280			141			560			282
Amortization of Net Obligation at Transition	—			158			—			316
Total Postretirement Benefit Cost	$	1,221		$	1,101		$	2,442		$	2,202

Termination and Amendment of Qualified Pension Plan

In July 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

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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.

On March 14, 2012, the Internal Revenue Service provided the Company with a favorable determination letter for the termination of the Company’s qualified pension plan. In June and July 2012, the Company made final contributions of $9.6 million and $3.6 million, respectively, to fund the liquidation of the trust under the qualified pension plan. As of July 13, 2012, the benefit obligations associated with the qualified pension plan were fully satisfied.

For further information regarding termination and amendment of the Company’s pension plans, refer to Note 5 of the Notes to the Consolidated Financial Statements in the 2011 Form 10-K.

12. STOCK-BASED COMPENSATION

Stock-based compensation expense (including the supplemental employee incentive plan) during the first six months of 2012 and 2011 was $13.1 million and $19.3 million, respectively, and is included in General and Administrative Expense in the Condensed Consolidated Statement of Operations. Stock-based compensation expense in the second quarter of 2012 and 2011 was $11.4 million and $11.2 million, respectively.

Restricted Stock Awards

During the first six months of 2012, 4,350 restricted stock awards were granted with a weighted-average grant date per share value of $32.18. The fair value of restricted stock grants is based on the average of the high and low stock price on the grant date. The Company used an annual forfeiture rate assumption of 6.0% for purposes of recognizing stock-based compensation expense for restricted stock awards.

Restricted Stock Units

During the first six months of 2012, 38,304 restricted stock units were granted to non-employee directors of the Company with a grant date per share value of $36.55. 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 will be issued when the director ceases to be a director of the Company.

Stock Appreciation Rights

During the first six months of 2012, 120,442 stock appreciation rights (SARs) were granted to employees. These awards allow the employee to receive common stock of the Company equal to the intrinsic value over the $35.18 strike price during the contractual term of seven years. The Company calculates the fair value 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:

Weighted-Average Value per Stock Appreciation Right
Granted During the Period	$	16.31

Assumptions
Stock Price Volatility	55.3		%
Risk Free Rate of Return	0.9		%
Expected Dividend Yield	0.3		%
Expected Term (in years)	5.0

Performance Share Awards

During the first six months of 2012, three types of performance share awards were granted to employees for a total of 518,602 performance shares, which included 401,141 performance share awards based on performance conditions measured against the Company’s internal performance metrics and 117,461 performance share awards based on market conditions. The Company used an annual forfeiture rate assumption ranging from 0% to 6% for purposes of recognizing stock-based compensation expense for all performance share awards. The performance period for the awards granted in 2012 commenced on January 1, 2012 and ends on December 31, 2014. Refer to Note 11 of the Notes to the Consolidated Financial Statements in the 2011 Form 10-K for further description of the various types of performance share awards.

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Awards Based on Performance Conditions. The performance awards based on internal metrics had a grant date per share value of $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 401,141 performance awards based on internal metrics, 117,461 shares have a three-year graded performance period. For these shares, 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.

For the remaining 283,680 performance awards, 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 are based on the Company’s average production, average finding costs and average reserve replacement over the three-year performance period.

Based on the Company’s probability assessment at June 30, 2012, it is considered probable that criteria for these awards will be met.

Awards Based on Market Conditions. The 117,461 performance shares based on market conditions 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. These performance shares have both an equity and liability component. The equity portion of the 2012 awards was valued on the grant date (February 16, 2012) and was not marked to market. The liability portion of the awards was valued as of June 30, 2012 on a mark-to-market basis.

The following assumptions were used to value the equity and liability components of the Company’s performance share awards based on market conditions using a Monte Carlo model:

	Grant Date			June 30, 2012
Value per Share	$	28.31		$23.53 - $38.39
Assumptions:
Stock Price Volatility	46.7		%	45.8% - 49.3	%
Risk Free Rate of Return	0.4		%	0.2% - 0.4	%
Expected Dividend Yield	0.2		%	0.2	%

Supplemental Employee Incentive Plan

On May 1, 2012, the Company’s Board of Directors adopted a new Supplemental Employee Incentive 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 commenced 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 will be accounted for as liability awards under ASC 718, “Compensation — Stock Compensation.”

The Plan provides for a payout if, for any 20 trading days out of any 60 consecutive trading days, the closing price per share of the Company’s common stock equals or exceeds the price goal of $50 per share by June 30, 2014 (interim trigger date) or $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 base salary if the final trigger is met (or 30% of base salary if the Company paid interim distributions upon achievement of the interim 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 be paid immediately and the remaining 75% will be deferred and paid at a future date as described in the 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.

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13. ASSET RETIREMENT OBLIGATION

Activity related to the Company’s asset retirement obligation during the six months ended June 30, 2012 is as follows:

(In thousands)
Carrying amount of asset retirement obligations at beginning of period	$	60,142
Liabilities incurred	1,054
Liabilities settled	(748		)
Accretion expense	1,504
Carrying amount of asset retirement obligations at end of period	$	61,952

14. INCREASE IN AUTHORIZED SHARES

In May 2012, the stockholders of the Company approved an increase in the authorized number of shares of common stock from 240 million to 480 million shares.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of

Cabot Oil & Gas Corporation:

We have reviewed the accompanying condensed consolidated balance sheet of Cabot Oil & Gas Corporation and its subsidiaries (the “Company”) as of June 30, 2012, and the related condensed consolidated statements of operations and comprehensive income for the three and six month periods ended June 30, 2012 and 2011, and the condensed consolidated statement of cash flows for the six month periods ended June 30, 2012 and 2011. These interim financial statements are the responsibility of the Company’s management.

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

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

We previously audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheet as of December 31, 2011, and the related consolidated statements of operations, stockholders’ equity, comprehensive income and of cash flows for the year then ended (not presented herein), and in our report dated February 28, 2012, we expressed an unqualified opinion on those consolidated financial statements. In our opinion, the information set forth in the accompanying condensed consolidated balance sheet information as of December 31, 2011, is fairly stated in all material respects in relation to the consolidated balance sheet from which it has been derived.

/s/ PricewaterhouseCoopers LLP

Houston, Texas

July 27, 2012

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

The following review of operations for the three and six month periods ended June 30, 2012 and 2011 should be read in conjunction with our Condensed Consolidated Financial Statements and the Notes included in this Form 10-Q and with the Consolidated Financial Statements, Notes and Management’s Discussion and Analysis included in the Cabot Oil & Gas Corporation Annual Report on Form 10-K for the year ended December 31, 2011 (Form 10-K).

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.

Overview

On an equivalent basis, our production for the six months ended June 30, 2012 increased by 48% compared to the six months ended June 30, 2011. For the six months ended June 30, 2012, we produced 122.4 Bcfe compared to 82.7 Bcfe for the six months ended June 30, 2011. Natural gas production was 115.7 Bcf and crude oil/condensate/NGL production was 1,131 Mbbls for the first six months of 2012. Natural gas production increased by 45% when compared to the first six months of 2011, which had production of 79.5 Bcf. This increase was primarily a result of increased production in the Marcellus shale associated with our drilling program and upgrades to the Lathrop compressor station in Susquehanna County, Pennsylvania, which included the commissioning of new compression during the latter part of the first quarter in 2011. Partially offsetting the production increase in Marcellus shale were decreases in production primarily in east Texas due to reduced drilling activity and normal production declines, the sale of oil and gas properties in Colorado, Utah and Wyoming in the fourth quarter of 2011 and a continued shift from gas to oil projects outside of the Marcellus shale. Crude oil/condensate/NGL production increased by 114%, to 1,131 Mbbls, when compared to the first six months of 2011, which had production of 529 Mbbls. This increase was primarily the result of increased production associated with our Eagle Ford shale drilling program in south Texas and the Marmaton oil play in Oklahoma.

Our average realized natural gas price for the first six months of 2012 was $3.52 per Mcf, 25% lower than the $4.67 per Mcf price realized in the first six months of 2011. Our average realized crude oil price for the first six months of 2012 was $99.76 per Bbl, 9% higher than the $91.80 per Bbl price realized in the first six months of 2011. These realized prices include realized gains and losses resulting from commodity derivatives. For information about the impact of these derivatives on realized prices, refer to “Results of Operations” below. Commodity prices are determined by many factors that are outside of our control. Historically, commodity prices have been volatile, and we expect them to remain volatile. Commodity prices are affected by changes in market supply and demand, which are impacted by overall economic activity, weather, pipeline capacity constraints, inventory storage levels, basis differentials and other factors. As a result, we cannot accurately predict future natural gas, 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 or future revenues.

Natural gas commodity prices have decreased from an average price of $4.04 per Mmbtu in 2011 to an average price of $2.47 per Mmbtu for the first six months of 2012 based on the first of the month Henry Hub index price per Mmbtu. Natural gas commodity prices were $3.36 per Mmbtu in December 2011 and have continued to decline to $2.77 per Mmbtu in July 2012. Although natural gas prices have increased since the first quarter of 2012, future declines in natural gas commodity prices or quantities could have a negative impact on our financial results.

Operating revenues for the six months ended June 30, 2012 increased by $88.1 million, or 20%, from the six months ended June 30, 2011. Natural gas revenues, excluding unrealized gains/losses from the change in fair value of our derivatives not designated as hedges, increased by $36.8 million, or 10%, for the six months ended June 30, 2012 as compared to the six months ended June 30, 2011 as the increase in natural gas production more than offset the lower realized natural gas prices. Crude oil and condensate revenues increased by $60.8 million, or 130%, for the first six months of 2012 as compared to the first six months of 2011, due to increased crude oil production and realized crude oil prices. Brokered natural gas revenues decreased by $10.9 million, or 37%, due to a decreased sales price and decreased brokered volumes.

In addition to production volumes and commodity prices, finding and developing sufficient amounts of crude oil and natural gas reserves at economical costs are critical to our long-term success. For 2012, we expect to spend approximately $900 to $950 million in capital and exploration expenditures, using proceeds from the sale of assets to supplement our cash flows from operations in order to fund incremental capital and exploration expenditures above previously budgeted amounts. We believe our existing cash on hand, operating cash flows, borrowings under our credit facility, if required, and proceeds from the sale of assets will be more than sufficient to fund our capital and exploration spending in the current year. We will continue to assess the natural gas and crude oil price environment along with our liquidity position and may increase or decrease our capital and exploration expenditures accordingly. For the six months ended June 30, 2012, we invested approximately $436.5 million in our exploration and development efforts.

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During the first six months of 2012, we drilled 66 gross wells (62 development, one exploratory and three extension wells) with a success rate of 99% compared to 52 gross wells (45 development, four exploratory and three extension wells) with a success rate of 100% for the comparable period of the prior year. For the full year of 2012, we plan to drill approximately 150 to 170 gross wells.

Our 2012 strategy will remain consistent with 2011. 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. For 2012, we have allocated our planned program for capital and exploration expenditures primarily to the Marcellus shale in northeast Pennsylvania, the Eagle Ford oil shale in south Texas, including a portion toward the Pearsall shale (below the Eagle Ford oil shale), and, to a lesser extent, the Marmaton oil play in Oklahoma. We believe these strategies are appropriate for our portfolio of projects and the current commodity pricing environment and will continue to add shareholder value over the long-term.

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 for the six months ended June 30, 2012 were funds generated from the sale of natural gas and crude oil production (including realizations from our derivative instruments), proceeds from the sale of assets and net borrowings under our credit facility. These cash flows were primarily used to fund our capital and exploration expenditures and payment of 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, changes in our production volumes and operating expenses. Prices for natural gas and crude oil 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, as described in our Form 10-K and other filings with the Securities and Exchange Commission, have also influenced prices throughout the recent years. Commodity prices continue to experience increased volatility. 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.

	Six Months Ended
	June 30,
(In thousands)	2012			2011
Cash Flows Provided by Operating Activities	$	291,142		$	220,701
Cash Flows Used in Investing Activities	(280,700		)	(349,878		)
Cash Flows Provided by Financing Activities	8,288			112,542
Net Increase / (Decrease) in Cash and Cash Equivalents	$	18,730		$	(16,635	)

Operating Activities . Net cash provided by operating activities in the first six months of 2012 increased by $70.4 million over the first six months of 2011. This increase was primarily due to higher operating revenues that outpaced the increase in operating expenses (excluding non-cash expenses) coupled with favorable 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 48% for the six months ended June 30, 2012 compared to the six months ended June 30, 2011 as a result of higher natural gas and crude oil production. Average realized natural gas prices decreased by 25% for the first six months of 2012 compared to the first six months of 2011. Average realized crude oil prices increased by 9% compared to the same period.

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 . Cash flows used in investing activities decreased by $69.2 million for the first six months of 2012 compared to the first six months of 2011. The decrease was primarily due an increase of $78.4 million in proceeds from sale of assets, partially

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offset by increases of $7.1 million in capital and exploration expenditures and $2.1 million of capital contributions associated with our equity method investment.

Financing Activities . Cash flows provided by financing activities decreased by $104.3 million from the first six months of 2011 to the first six months of 2012. This decrease was primarily due to $98.0 million lower net borrowings ($50.0 million decrease in borrowings and $48.0 million increase in repayments of debt), $4.0 million higher debt issuance costs associated with our amended credit facility and $2.1 million higher dividend payments.

In May 2012, we amended our revolving credit facility to adjust the margins associated with borrowings under the facility and extend 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 $1.4 billion, if one or more of the existing banks or new banks agree to provide such increased commitment amount. As of June 30, 2012, the borrowing base under our amended credit facility was $1.7 billion.

At June 30, 2012, we had $210.0 million of borrowings outstanding under the amended credit facility at a weighted-average interest rate of 3.3% and $689.0 million available for future borrowings.

We are in compliance in all material respects with our debt covenants as of June 30, 2012.

We strive to manage our debt at a level below the available credit line in order to maintain borrowing capacity. Our revolving credit facility includes a covenant limiting our total debt. Management believes that, with internally generated cash flow from operations, existing cash on hand, proceeds from the sale of assets and availability under our revolving credit facility, if required, we have the capacity to finance our spending plans, service our debt obligations as they become due and maintain our strong financial position.

Capitalization

Information about our capitalization is as follows:

	June 30,			December 31,
(In thousands)	2012			2011

Debt (1)	$	972,000		$	950,000
Stockholders’ Equity	2,131,330			2,104,768
Total Capitalization	$	3,103,330		$	3,054,768

Debt to Capitalization	31		%	31		%

Cash and Cash Equivalents	$	48,641		$	29,911

(1) Includes $210.0 million and $188.0 million of borrowings outstanding under our revolving credit facility at June 30, 2012 and December 31, 2011, respectively.

During the six months ended June 30, 2012, we paid dividends of $8.4 million ($0.04 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, excluding any significant oil and gas property acquisitions, with cash generated from operations and, when necessary, borrowings under our revolving credit facility. We budget these capital expenditures based on our current estimate of future commodity prices and projected cash flows for the year.

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

	Six Months Ended
	June 30,
(In thousands)	2012			2011
Capital Expenditures
Drilling and Facilities	$	363,756		$	345,818
Leasehold Acquisitions	47,399			30,016
Pipeline and Gathering	(466		)	5,747
Other	5,562			4,967
	416,251			386,548
Exploration Expense	20,245			10,900
Total	$	436,496		$	397,448

For the full year of 2012, we plan to drill approximately 150 to 170 gross wells. This 2012 drilling program includes between $900 to $950 million in total planned capital and exploration expenditures, using proceeds from the sale of assets to supplement our cash flows from operations in order to fund incremental capital and exploration expenditures above previously budgeted amounts. See “Overview” for additional information regarding the current year drilling program. We will continue to assess the natural gas and crude oil price environment along with our liquidity position and may increase or decrease the capital and exploration expenditures accordingly.

Contractual Obligations

We have various contractual obligations in the normal course of our operations. For further information, please refer to “Transportation Agreements” under Note 7 in the Notes to the Condensed Consolidated Financial Statements for changes in our commitments in the first six months of 2012. There have been no other material changes to our contractual obligations described under “Gas Transportation Agreements”, “Drilling Rig Commitments”, “Hydraulic Fracturing Services Commitments” and “Lease Commitments” as disclosed in Note 7 in the Notes to Consolidated Financial Statements included in our 2011 Form 10-K.

In February 2012, we entered into a Precedent Agreement with Constitution Pipeline Company, LLC (Constitution), at that time a wholly owned subsidiary of Williams Partners L.P., to develop and construct a 120 mile large diameter pipeline to transport our production in northeast Pennsylvania to both the New England and New York markets. In April 2012, we entered into an Amended and Restated Limited Liability Company Agreement with Constitution. Refer to Note 5 in the Notes to Condensed Consolidated Financial Statements for further details.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted and adopted in the United States. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. See our 2011 Form 10-K for further discussion of our critical accounting policies.

Recent Accounting Pronouncements

In May 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 are effective for interim and annual periods beginning after December 15, 2011 and are to be applied prospectively. This update did not have any impact on our consolidated financial position, results of operations or cash flows.

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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 elected to present two separate but consecutive financial statements. These updates did not have any 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 Accounting 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 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.

Results of Operations

Second Quarters of 2012 and 2011 Compared

We reported net income in the second quarter of 2012 of $35.9 million, or $0.17 per share, compared to net income in the second quarter of 2011 of $54.7 million, or $0.26 per share, for a decrease of $18.8 million. Operating revenues increased by $25.0 million due to increased natural gas and crude oil and condensate revenues, partially offset by decreased brokered natural gas revenues. Operating expenses increased by $87.1 million primarily due to an increase in depreciation, depletion, and amortization, transportation and gathering expenses, general and administrative expense, exploration expense, direct operating expenses and taxes other than income, partially offset by decreased brokered natural gas cost. In addition, net income was impacted during the second quarter by an increase in gain on sale of assets and lower income tax expense.

Revenue, Price and Volume Variances

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

	Three Months Ended June 30,				Variance
Revenue Variances (In thousands)	2012		2011		Amount			Percent
Natural Gas (1)	$	201,393	$	201,260	$	133		0	%
Brokered Natural Gas	5,149		11,072		(5,923		)	(53	)%
Crude Oil and Condensate	57,466		28,042		29,424			105	%
Other	1,991		1,225		766			63	%

(1) Natural Gas Revenues exclude the unrealized loss of $0.3 million and $0.9 million from the change in fair value of our derivatives not designated as hedges in 2012 and 2011, respectively.

										Increase
	Three Months Ended June 30,				Variance					(Decrease)
	2012		2011		Amount			Percent		(In thousands)
Price Variances
Natural Gas (1)	$	3.39	$	4.67	$	(1.28	)	(27	)%	$	(75,042	)
Crude Oil and Condensate (2)	$	102.61	$	95.17	$	7.44		8	%	4,197
Total										$	(70,845	)
Volume Variances
Natural Gas (Mmcf)	59,225		43,128		16,097			37	%	$	75,175
Crude Oil and Condensate (Mbbl)	560		295		265			90	%	25,227
Total										$	100,402

(1) These prices include the realized impact of derivative instrument settlements, which increased the price by $1.18 per Mcf in 2012 and $0.32 per Mcf in 2011.

(2) These prices include the realized impact of derivative instrument settlements, which increased the price by $5.55 per Bbl in 2012 and decreased the price by $1.74 per Bbl in 2011.

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Natural Gas Revenues

The increase in natural gas revenues of $0.1 million, excluding the impact of unrealized losses, is due to increased production during the second quarter of 2012, partially offset by lower realized natural gas prices. The increased production was primarily a result of increased production in the Marcellus shale associated with our drilling program, partially offset by decreases in production primarily in east Texas due to reduced drilling activity and normal production declines, the sale of oil and gas properties in Colorado, Utah and Wyoming in the fourth quarter of 2011 and a continued shift from gas to oil projects outside of the Marcellus shale. The previously reported fire at the Lathrop compressor station in late March 2012 had no material impact on our natural gas revenues.

Crude Oil and Condensate Revenues

The increase in crude oil and condensate revenues of $29.4 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.

Brokered Natural Gas Revenue and Cost

										Price and
	Three Months Ended									Volume
	June 30,				Variance					Variances
	2012		2011		Amount			Percent		(In thousands)
Brokered Natural Gas Sales
Sales Price ($/Mcf)	$	2.82	$	5.10	$	(2.28	)	(45	)%	$	(4,158	)
Volume Brokered (Mmcf)	x	1,827	x	2,173	(346		)	(16	)%	(1,765		)
Brokered Natural Gas Revenues (In thousands)	$	5,149	$	11,072						$	(5,923	)

Brokered Natural Gas Purchases
Purchase Price ($/Mcf)	$	2.33	$	4.51	$	(2.18	)	(48	)%	$	3,986
Volume Brokered (Mmcf)	x	1,827	x	2,173	(346		)	(16	)%	1,560
Brokered Natural Gas Cost (In thousands)	$	4,250	$	9,796						$	5,546

Brokered Natural Gas Margin (In thousands)	$	899	$	1,276						$	(377	)

The decreased brokered natural gas margin of $0.4 million is primarily a result of a decrease in brokered volumes coupled by 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 revenue 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:

	Three Months Ended June 30,
(In thousands)	2012			2011

Cash Flow Hedges
Natural Gas	$	69,732		$	13,667
Crude Oil	3,110			(514		)

Other Financial Derivative Instruments
Natural Gas Basis Swaps	(342		)	(903		)
	$	72,500		$	12,250

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Operating and Other Expenses

	Three Months Ended June 30,						Variance
(In thousands)	2012			2011			Amount			Percent
Operating and Other Expenses
Brokered Natural Gas Cost	$	4,250		$	9,796		$	(5,546	)	(57	)%
Direct Operations	29,306			22,579			6,727			30	%
Transportation and Gathering	33,139			16,074			17,065			106	%
Taxes Other Than Income	10,854			5,877			4,977			85	%
Exploration	16,244			4,592			11,652			254	%
Depreciation, Depletion and Amortization	114,616			83,225			31,391			38	%
General and Administrative	46,872			26,006			20,866			80	%
Total Operating Expense	$	255,281		$	168,149		$	87,132		52	%

(Gain) / Loss on Sale of Assets	$	(67,703	)	$	(34,071	)	$	(33,632	)	99	%
Interest Expense and Other	18,495			18,044			451			2	%
Income Tax Expense	23,647			33,897			(10,250		)	(30	)%

Total costs and expenses from operations increased by $87.1 million, or 52%, in the second quarter of 2012 compared to the same period of 2011. The primary reasons for this fluctuation are as follows:

· Brokered Natural Gas Costs decreased $5.5 million. See the preceding table titled “ Brokered Natural Gas Revenue and Cost ” for further analysis.

· Direct Operations increased $6.7 million largely due to increased operating costs primarily driven by increased production. Contributing to the increase are higher leased surface equipment and higher produced water disposal costs.

· Transportation and Gathering increased $17.1 million primarily due to an increase in production and higher transportation rates, coupled with the commencement of various transportation and gathering arrangements in the second half of 2011 and the first half of 2012, primarily in northeast Pennsylvania.

· Taxes Other Than Income increased $5.0 million primarily due to additional costs associated with the passage of an impact fee in Pennsylvania on Marcellus shale production that was imposed by the state legislature in February 2012.

· Exploration increased $11.7 million primarily due to an exploratory dry hole associated with our initial Brown Dense/Smackover exploratory well in Union County, Arkansas.

· Depreciation, Depletion and Amortization increased by $31.4 million, of which $29.1 million was due to higher equivalent production volumes and to $4.7 million was due to a higher DD&A rate of $1.71 per Mcfe for the quarter ended June 30, 2012 compared to $1.63 per Mcfe for the quarter ended June 30, 2011. The higher rate was due to the higher cost oil reserve additions in the second quarter associated with our 2012 drilling program. The increase in depreciation and depletion was partially offset by a decrease in amortization of unproved properties of $2.3 million.

· General and Administrative increased by $20.9 million primarily due to $10.8 million higher pension expense associated with the acceleration of amortization of the net actuarial loss and prior service cost as a result of the termination of our qualified pension plan and related settlement that occurred in the second quarter 2012, increased legal costs and professional fees of $6.8 million and 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.

Gain / (Loss) on Sale of Assets

An aggregate gain of $67.7 million was recognized in the second quarter of 2012 primarily due to the sale of certain of our Pearsall shale undeveloped leaseholds in south Texas. During the second quarter of 2011, an aggregate gain of $34.1 million was recognized primarily due to the sale of the undeveloped leaseholds in east Texas.

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Interest Expense and Other

Interest expense and other increased by $0.5 million primarily due to $1.3 million of debt extinguishment costs associated with our credit facility amendment partially offset by a decrease in weighted-average borrowings under our credit facility based on daily balances of approximately $293.7 million during the second quarter of 2012 compared to approximately $342.0 million during the second quarter of 2011 and a lower weighted-average effective interest rate on our credit facility borrowings of approximately 3.4% during the second quarter of 2012 compared to approximately 3.8% during the second quarter of 2011.

Income Tax Expense

Income tax expense decreased by $10.3 million primarily due to decreased pretax income, partially offset by a slightly higher effective tax rate. The effective tax rate for the second quarter of 2012 and 2011 was 39.7% and 38.3%, respectively. The effective tax rate in 2012 was higher due to an increase in non-deductible expenses.

Six Months of 2012 and 2011 Compared

We reported net income in the first six months of 2012 of $54.3 million, or $0.26 per share, compared to net income in the first six months of 2011 of $67.6 million, or $0.32 per share, for a decrease of $13.3 million. Operating revenues increased by $88.1 million due to increased natural gas and crude oil and condensate revenues, partially offset by decreased brokered natural gas revenues. Operating expenses increased by $141.0 million primarily due to an increase in depreciation, depletion, and amortization, transportation and gathering expenses, general and administration expense, taxes other than income, exploration expenses and direct operating expenses, partially offset by lower brokered natural gas costs. In addition, net income was impacted during the first six months of 2012 by lower income tax expense and higher gain on sale of assets.

Revenue, Price and Volume Variances

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

	Six Months Ended June 30,				Variance
Revenue Variances (In thousands)	2012		2011		Amount			Percent
Natural Gas (1)	$	408,133	$	371,341	$	36,792		10	%
Brokered Natural Gas	18,593		29,480		(10,887		)	(37	)%
Crude Oil and Condensate	107,447		46,634		60,813			130	%
Other	3,920		3,153		767			24	%

(1) Natural Gas Revenues exclude the unrealized losses of $0.3 million and $0.9 million from the change in fair value of our derivatives not designated as hedges in 2012 and 2011, respectively.

										Increase
	Six Months Ended June 30,				Variance					(Decrease)
	2012		2011		Amount			Percent		(In thousands)
Price Variances
Natural Gas (1)	$	3.52	$	4.67	$	(1.15	)	(25	)%	$	(132,077	)
Crude Oil and Condensate (2)	$	99.76	$	91.80	$	7.96		9	%	8,570
Total										$	(123,507	)
Volume Variances
Natural Gas (Mmcf)	115,659		79,499		36,160			45	%	$	168,869
Crude Oil and Condensate (Mbbl)	1,077		508		569			112	%	52,243
Total										$	221,112

(1) These prices include the realized impact of derivative instrument settlements, which increased the price by $1.10 per Mcf in 2012 and $0.34 per Mcf in 2011.

(2) These prices include the realized impact of derivative instrument settlements, which increased the price by $1.66 per Bbl in 2012 and decreased the price by $1.61 per Bbl in 2011.

Natural Gas Revenues

The increase in natural gas revenues of $36.8 million, excluding the impact of unrealized losses discussed above, is due to increased production during the first six months of 2012, partially offset by lower realized natural gas prices. The increased production was primarily a result of increased production in the Marcellus shale associated with our drilling program and upgrades to the Lathrop

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compressor station in Susquehanna County, Pennsylvania, which included the commissioning of new compression during the latter part of the first quarter in 2011. Partially offsetting the production increase in Marcellus shale were decreases in production primarily in east Texas due to reduced drilling activity and normal production declines, the sale of oil and gas properties in Colorado, Utah and Wyoming in the fourth quarter of 2011 and a continued shift from gas to oil projects outside of the Marcellus shale. The previously reported fire at the Lathrop compressor station in late March 2012 had no material impact on our natural gas revenues.

Crude Oil and Condensate Revenues

The increase in crude oil and condensate revenues of $60.8 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.

Brokered Natural Gas Revenue and Cost

										Price and
	Six Months Ended									Volume
	June 30,				Variance					Variances
	2012		2011		Amount			Percent		(In thousands)
Brokered Natural Gas Sales
Sales Price ($/Mcf)	$	3.62	$	5.21	$	(1.59	)	(31	)%	$	(8,162	)
Volume Brokered (Mmcf)	x	5,138	x	5,661	(523		)	(9	)%	(2,725		)
Brokered Natural Gas Revenues (In thousands)	$	18,593	$	29,480						$	(10,887	)

Brokered Natural Gas Purchases
Purchase Price ($/Mcf)	$	3.14	$	4.44	$	(1.30	)	(29	)%	$	6,714
Volume Brokered (Mmcf)	x	5,138	x	5,661	(523		)	(9	)%	2,322
Brokered Natural Gas Cost (In thousands)	$	16,122	$	25,158						$	9,036

Brokered Natural Gas Margin (In thousands)	$	2,471	$	4,322						$	(1,851	)

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

Impact of Derivative Instruments on Operating Revenues

	Six Months Ended June 30,
(In thousands)	2012			2011

Cash Flow Hedges
Natural Gas	$	126,728		$	27,148
Crude Oil	1,784			(816		)

Other Financial Derivative Instruments
Natural Gas Basis Swaps	(300		)	(886		)
	$	128,212		$	25,446

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Operating and Other Expenses

	Six Months Ended June 30,						Variance
(In thousands)	2012			2011			Amount			Percent
Operating and Other Expenses
Brokered Natural Gas Cost	$	16,122		$	25,158		$	(9,036	)	(36	)%
Direct Operations	56,626			49,586			7,040			14	%
Transportation and Gathering	63,397			28,942			34,455			119	%
Taxes Other Than Income	29,437			14,028			15,409			110	%
Exploration	20,245			10,900			9,345			86	%
Depreciation, Depletion and Amortization	224,973			160,349			64,624			40	%
General and Administrative	69,421			50,305			19,116			38	%
Total Operating Expense	$	480,221		$	339,268		$	140,953		42	%

(Gain) / Loss on Sale of Assets	$	(67,168	)	$	(32,554	)	$	(34,614	)	106	%
Interest Expense and Other	35,412			35,411			1			0	%
Income Tax Expense	35,073			40,034			(4,961		)	(12	)%

Total costs and expenses from operations increased by $141.0 million, or 42%, in the first six months of 2012 compared to the same period of 2011. The primary reasons for this fluctuation are as follows:

· Brokered Natural Gas Costs decreased $9.0 million. See the preceding table titled “ Brokered Natural Gas Revenue and Cost ” for further analysis.

· Direct Operations increased $7.0 million largely due to increased operating costs primarily driven by increased production. Contributing to the increase are higher leased surface equipment costs, produced water disposal costs and plugging and abandonment costs. These increases are partially offset by lower workover costs.

· Transportation and Gathering increased by $34.5 million primarily due to an increase in production and higher transportation rates, coupled with the commencement of various transportation and gathering arrangements in the second half of 2011 and the first half of 2012, primarily in northeast Pennsylvania.

· Taxes Other Than Income increased $15.4 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 the first half of 2012 compared to the first half of 2011.

· Exploration increased $9.3 million primarily due to an exploratory dry hole associated with our initial Brown Dense/Smackover exploratory well in Union County, Arkansas, partially offset by lower geophysical and geological costs due to fewer acquisitions and purchases of seismic data.

· Depreciation, Depletion and Amortization increased by $64.6 million, of which $67.6 million was due to higher equivalent production volumes, partially offset by a decrease in amortization of unproved properties of $2.2 million.

· General and Administrative increased by $19.1 million primarily due to $14.0 million higher pension expense associated with the acceleration of amortization of the net actuarial loss and prior service costs as a result of 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 $5.9 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. These increases are partially offset by $6.2 million 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 for the six months ended June 30, 2012 compared to the six months ended June 30, 2011 and a reduction of our supplemental incentive compensation liability.

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Gain / (Loss) on Sale of Assets

An aggregate gain of $67.2 million was recognized in the first half of 2012 primarily due to the sale of certain of our Pearsall shale undeveloped leaseholds in south Texas. During the first half of 2011, an aggregate gain of $32.6 million was recognized primarily due to the sale of the undeveloped leaseholds in east Texas.

Interest Expense and Other

Interest expense and other increased by $0.1 million primarily due to $1.3 million of debt extinguishment costs associated with our credit facility amendment in the second quarter 2012, offset by decrease in weighted-average borrowings under our credit facility based on daily balances of approximately $263.2 million during the first half of 2012 compared to approximately $305.9 million during the first half of 2011 coupled with a lower weighted-average effective interest rate on our credit facility borrowings of approximately 3.7% during the first half of 2012 compared to approximately 4.3% during the first half of 2011.

Income Tax Expense

Income tax expense decreased by $5.0 million primarily due to lower pretax income offset by a higher effective tax rate. The effective tax rate for the first half of 2012 and 2011 was 39.3% and 37.2%, respectively. The effective tax rate in 2012 was higher due to an increase in estimated state tax liabilities and non-deductible expenses.

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. These statements involve risks and uncertainties, including, but not limited to, market factors, market prices (including geographic basis differentials) of natural gas and 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 document and in our other Securities and Exchange Commission filings. If one or more of these risks or uncertainties materialize, or if underlying assumptions prove incorrect, actual outcomes may vary materially from those included in this document.

ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

Market Risk

Our primary market risk is exposure to crude oil and natural gas prices. Realized prices are mainly driven by worldwide prices for crude oil and spot market prices for North American natural gas production. Commodity prices are 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 us in periods of increasing 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 hedges. Please read the discussion below as well as Note 8 of the Notes to the Condensed Consolidated Financial Statements for a more detailed discussion of our hedging arrangements.

Periodically, we enter into derivative commodity instruments 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. Under our swap agreements, we receive a fixed price on a notional quantity of natural gas or crude oil in exchange for paying a variable price based on a market-based index, such as the NYMEX gas and crude oil futures. Under our 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.

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As of June 30, 2012, we had 49 derivative contracts open: 23 natural gas price swap arrangements, six natural gas basis swap arrangements, 14 natural gas collar arrangements and six crude oil swap arrangements. During the first six months of 2012, we entered into 12 new derivative contracts covering anticipated crude oil production for 2012 and 2013 and natural gas production for 2013.

As of June 30, 2012, we had the following outstanding commodity derivatives:

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	48,261 Mmcf	Jul. 2012 - Dec. 2012	107,008
Natural Gas Collars	$3.09 Floor / $4.12 Ceiling per Mcf	35,457 Mmcf	Jan. 2013 - Dec. 2013	(3,856		)
Natural Gas Collars	$5.15 Floor / $6.20 Ceiling per Mcf	17,729 Mmcf	Jan. 2013 - Dec. 2013	28,155
Crude Oil Swaps	$100.45 per Bbl	1,041 Mbbl	Jul. 2012 - Dec. 2012	13,122
Crude Oil Swaps	$101.90 per Bbl	1,095 Mbbl	Jan. 2013 - Dec. 2013	14,691
				$	159,120
Derivatives Not Designated as Hedging Instruments
Natural Gas Basis Swaps	$(0.25) per Mcf	8,568 Mmcf	Jul. 2012 - Dec. 2012	(1,881		)
				$	157,239

The amounts set forth under the net unrealized gain / (loss) column in the table above represent our total unrealized gain position at June 30, 2012 and exclude the impact of non-performance risk. Non-performance 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 banks.

We had natural gas swaps covering 47.7 Bcf, or 41%, of our natural gas production for the first six months of 2012 at an average price of $5.22 per Mcf.

We had natural gas basis swaps covering 8.5 Bcf, or 7%, of our natural gas production for the first six months of 2012 at an average price of $(0.18) per Mcf.

We had crude oil swaps covering 789 Mbbl, or 73%, of our crude oil production for the first six months of 2012 at an average price of $99.74 per Bbl.

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 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 price 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 derivative contract counterparties are Bank of Montreal, BNP Paribas, JPMorgan Chase, Goldman Sachs, Bank of America and 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 prices of energy commodities. See “Forward-Looking Information” for further details.

Fair Market Value of Financial Instruments

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

The fair value of long-term debt is the estimated cost to acquire 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 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:

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June 30, 2012

December 31, 2011

(In thousands)

Carrying
Amount

Estimated Fair
Value

Carrying
Amount

Estimated Fair
Value

Long-Term Debt

972,000

1,115,085

950,000

1,082,531

ITEM 4. Controls and Procedures

As of the end of the current reported period covered by this report, 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 second quarter of 2012 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

Legal Matters

The information set forth under the heading “Legal Matters” in Note 7 of the Notes to Condensed Consolidated Financial Statements included in Item 1 of Part I of this quarterly report is incorporated by reference in response to this item.

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 has provided 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 7 of the Notes to Condensed Consolidated Financial Statements included in Item 1 of Part I of this quarterly report is incorporated by reference in response to this item.

The Company has received a number of Notices of Violation from the Pennsylvania Department of Environmental Protection (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 has responded to these Notices of Violation, has remediated the areas in question and is actively cooperating with the PaDEP. While the Company 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.

On June 27, 2012, the Company received a letter from the United States Army Corps of Engineers (USACE) regarding the Company’s construction of 60,000 linear feet of a natural gas pipeline in Susquehanna County, Pennsylvania in 2008. The USACE is investigating whether construction of certain sections of the pipeline was 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 1A. Risk Factors

For additional information about the risk factors facing the Company, see Item 1A of Part I of the Company’s Annual Report on Form 10-K for the year ended December 31, 2011.

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

Issuer Purchases of Equity Securities

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. There is no expiration date associated with the authorization. During the six months ended June 30, 2012, the Company 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 June 30, 2012 was 9,590,600.

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ITEM 6. Exhibits

Exhibit Number		Description

3.1		Certificate of Share Purchase (Form 8-K for January 21, 2010).

3.2		Amended and Restated Bylaws, effective as of February 17, 2012.

3.3		Certificate of Amendment of Restated Certificate of Incorporation, dated as of May 1, 2012.

10.1		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 and Bank of Montreal as Co-Syndication Agents, BNP Paribas and Wells Fargo as Co-Documentation Agents, and the Lenders party thereto.

15.1		Awareness letter of PricewaterhouseCoopers LLP

31.1		302 Certification - Chairman, President and Chief Executive Officer

31.2		302 Certification - Vice President, Chief Financial Officer and Treasurer

32.1		906 Certification

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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SIGNATURES

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

	CABOT OIL & GAS CORPORATION
	(Registrant)

July 27, 2012	By:	/S/ DAN O. DINGES
		Dan O. Dinges
		Chairman, President and
		Chief Executive Officer
		(Principal Executive Officer)

July 27, 2012	By:	/S/ SCOTT C. SCHROEDER
		Scott C. Schroeder
		Vice President, Chief Financial Officer and Treasurer
		(Principal Financial Officer)

July 27, 2012	By:	/S/ TODD M. ROEMER
		Todd M. Roemer
		Controller
		(Principal Accounting Officer)

Exhibit 3.2

AMENDED AND RESTATED

BY-LAWS

CABOT OIL & GAS CORPORATION

Adopted August 5, 1994

Amended February 20, 1997

Amended May 3, 2001

Amended September 6, 2001

Amended May 2, 2007

Amended January 14, 2010

Last Amended February 17, 2012

INDEX OF AMENDED AND RESTATED BY-LAWS

CABOT OIL & GAS CORPORATION

Article		Page
ARTICLE I Certificate of Incorporation		1
ARTICLE II Annual Meeting of Stockholders		1
ARTICLE III Special Meetings of Stockholders		2
ARTICLE IV Place of Stockholders’ Meetings		2
ARTICLE V Notice of Stockholders’ Meetings, Business and Nominations		2
ARTICLE VI Quorum and Action of Stockholders		9
ARTICLE VII Proxies and Voting		10
ARTICLE VIII Action by Written Consent		10
ARTICLE IX Board of Directors		12
ARTICLE X Powers of the Board of Directors		12
ARTICLE XI Executive Committee		12
ARTICLE XII Committees		13
ARTICLE XIII Meetings of the Board of Directors		14
ARTICLE XIV Quorum and Action of Directors		14
ARTICLE XV Restrictions on Stock Transfer		15
ARTICLE XVI Compensation of Directors		15
ARTICLE XVII Officers and Agents		15
ARTICLE XVIII Chairman of the Board of Directors		16
ARTICLE XIX President		16
ARTICLE XX Executive Vice Presidents, Senior Vice Presidents and Vice Presidents		16
ARTICLE XXI Chief Financial Officer		17
ARTICLE XXII Secretary and Assistant Secretaries		17
ARTICLE XXIII Treasurer and Assistant Treasurers		17
ARTICLE XXIV General Counsel and Assistant General Counsels		18
ARTICLE XXV Controller		19
ARTICLE XXVI Resignations and Removals		19
ARTICLE XXVII Vacancies		20
ARTICLE XXVIII Waiver of Notice		20
ARTICLE XXIX Certificates of Stock		21
ARTICLE XXX Transfer of Shares of Stock		21

ARTICLE XXXI Transfer Books: Record Date		22
ARTICLE XXXII Loss of Certificates		22
ARTICLE XXXIII Seal		22
ARTICLE XXXIV Execution of Papers		23
ARTICLE XXXV Fiscal Year		23
ARTICLE XXXVI Dividends		23
ARTICLE XXXVII Respecting Certain Contracts		23
ARTICLE XXXVIII Indemnification of Directors, Officers and Employees		24
ARTICLE XXXIX Amendments		25

AMENDED AND RESTATED

BY-LAWS

CABOT OIL & GAS CORPORATION

(THE “CORPORATION”)

ARTICLE I

Certificate of Incorporation

The name, location of the principal office or place of business in Delaware, and the objects or purposes of the Corporation shall be as set forth in its Certificate of Incorporation. These By-laws, the powers of the Corporation and of its directors and stockholders, and all matters concerning the management of the business and conduct of the affairs of the Corporation shall be subject to such provisions in regard thereto, if any, as are set forth in the Certificate of Incorporation; and the Certificate of Incorporation is hereby made a part of these By-laws. In these By-laws, references to the Certificate of Incorporation mean the provisions of the Certificate of Incorporation (as that term is defined in the General Corporation Law of the State of Delaware) of the Corporation as from time to time in effect, and references to these By-laws or to any requirement or provision of law mean these By-laws or such requirement or provision of law as from time to time in effect.

ARTICLE II

Annual Meeting of Stockholders

The annual meeting of stockholders shall be held at such date and time as the Board of Directors may designate. Purposes for which the annual meeting is to be held, in addition to those prescribed by law, by the Certificate of Incorporation and by these By-laws, may be specified by the chairman of the board of directors, the president or by the board of directors.

If the election of directors shall not be held on the day provided for by these By-laws, the directors shall cause the election to be held as soon thereafter as convenient, and to that end, if the election of directors shall not be held at the annual meeting, a special meeting of the stockholders may be held in place of such omitted meeting or election, and any business transacted or election held at such special meeting shall have the same effect as if transacted or held at the annual meeting, and in such cases all references in these By-laws, except in this Article II and in Article IV to the annual meeting of the stockholders, or to the annual election of directors, shall be deemed to refer to or include such special meeting. Any such special meeting shall be called, and the purposes thereof shall be specified in the call, as provided in Article III.

The Chairman of a meeting of stockholders may adjourn the meeting from time to time. No notice of the time and place of adjourned meetings need be given except as required by law. The stockholders present at a duly called meeting at which a quorum is present may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. Any previously scheduled meeting of the stockholders may be postponed, by resolution of the Board of Directors upon public notice given prior to the date previously scheduled for such meeting of stockholders.

ARTICLE III

Special Meetings of Stockholders

A special meeting of the stockholders may be called at any time only by the chairman of the board of directors, by the president or by the board of directors. Such call shall state the time, place and purposes of the meeting.

ARTICLE IV

Place of Stockholders’ Meetings

The annual election of directors, whether at the original or any adjourned session of the annual meeting of the stockholders or of a special meeting held in place thereof, shall be held at such place as the board of directors shall fix for each such meeting. Sessions of such meetings for any other purposes, and the original or any adjourned session of any other special meeting of the stockholders, shall be held at such place within or without the State of Delaware as shall be stated in the call or in the vote of adjournment, as the case may be.

ARTICLE V

Notice of Stockholders’ Meetings, Business and Nominations

A. Notice of Meetings .

Except as may be otherwise required by law, by the Certificate of Incorporation or by other provisions of these By-laws, a written notice of each meeting of stockholders, stating the place, day and hour thereof and the purposes for which the meeting is called, shall be given, at least ten days but no more than sixty days before the date of the meeting, to each stockholder entitled to vote thereat by leaving such notice with him or her or at his or her residence or usual place of business, by mailing it, postage prepaid, addressed to such stockholder at his or her address as it appears upon the books of the Corporation or by delivering it to such stockholder by a form of electronic transmission consented to by such stockholder, to the fullest extent permitted by law. Such notice shall be given by the secretary or an assistant secretary or in case of their death, absence, incapacity or refusal, by some other officer or by a person designated by the board of directors.

B. Annual Meetings of Stockholders .

(1) Nominations of persons for election to the Board of Directors of the Corporation and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the Corporation’s notice of meeting, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record at the time of giving of notice provided for in this Article V and on the record date for determination of stockholders entitled to vote at such meeting, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Article V. Clause (c) of the immediately preceding sentence shall be the exclusive means for a stockholder to submit business or proposals (other than matters properly brought under Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and included in the notice relating to the meeting given by or at the direction of the Board of Directors) before, or to make any nomination of a person or persons for election as a director of the Corporation at, an annual meeting of stockholders of the Corporation. Any business proposed to be brought before an annual meeting by a stockholder of the Corporation must be a proper matter for stockholder action and be properly introduced at such meeting..

(2) For director nominations to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of Section (B)(1) of this Article V, in addition to any other applicable requirements, the stockholder must have given timely advance notice thereof in writing to the Secretary of the Corporation.

Any stockholder’s advance notice to the Secretary of the Corporation pursuant to Section (B)(2) or (C) of this Article V shall set forth (i) as to each person whom such stockholder proposes to nominate for election or reelection as a director of the Corporation, (a) the name, age, business address and residence address of such person, (b) the principal occupation or employment of such person, (c) any other information relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors of the Corporation in a contested election, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder (including, without limitation, the written consent of such person to having such person’s name placed in nomination at the meeting and to serve as a director of the Corporation if elected), and (d) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among such stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is made, and their respective affiliates and associates, or others acting in concert therewith, on the one hand, and each proposed nominee, and his or her respective affiliates and associates, or others acting in concert therewith, on the other hand, including, without limitation, all information that would be required to be disclosed pursuant to Rule 404 promulgated under Regulation S-K if such stockholder and such beneficial owner, or any affiliate or associate thereof or person acting in concert therewith, were the “registrant” for purposes of such rule and the nominee were a director or executive officer of such registrant; and (ii) as to such stockholder giving the notice,

the beneficial owner, if any, on whose behalf the nomination is made and each proposed nominee, (a) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, and the name and address of any other stockholders known by such stockholder to be supporting such nomination, (b)(1) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder, such beneficial owner and such nominee, (2) any Derivative Instrument directly or indirectly owned beneficially by such stockholder, such beneficial owner and such nominee and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock of the Corporation, (3) any proxy, contract, arrangement, understanding or relationship the effect or intent of which is to increase or decrease the voting power of such stockholder, beneficial owner or nominee with respect to any shares of any security of the Corporation, (4) any pledge by such stockholder, beneficial owner or nominee of any security of the Corporation or any short interest of such stockholder, beneficial owner or nominee in any security of the Corporation, (5) any rights to dividends on the shares of capital stock of the Corporation owned beneficially by such stockholder, beneficial owner and nominee that are separated or separable from the underlying shares of capital stock of the Corporation, (6) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder, beneficial owner or nominee is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (7) any performance-related fees (other than an asset-based fee) that such stockholder, beneficial owner or nominee is entitled to based on any increase or decrease in the value of shares of capital stock of the Corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, for purposes of clauses (b)(1) through (b)(7) above, any of the foregoing held by members of such stockholder’s, beneficial owner’s or nominee’s immediate family sharing the same household (which information shall be supplemented by such stockholder, beneficial owner, if any, and nominee not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), (c) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the persons named in its notice, (d) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, and (e) any other information relating to such stockholder, beneficial owner, if any, and nominee that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for election of directors of the Corporation in a contested election, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Any such stockholder’s notice to the Secretary of the Corporation shall also include or be accompanied by, with respect to each nominee for election or reelection to the Board of Directors, a completed and signed questionnaire, representation and agreement required by the third paragraph of this Section (B)(2). The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as an

independent director of the Corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lack thereof, of such nominee.

To be eligible to be a nominee for election or reelection as a director of the Corporation, a person must deliver (in accordance with the time periods prescribed for delivery of notice under this Article V) to the Secretary at the principal executive offices of the Corporation a written questionnaire with respect to the background and qualification of such person and the background of any other person or entity on whose behalf the nomination is being made (which questionnaire shall be in the form provided by the Secretary upon written request) and a written representation and agreement (in the form provided by the Secretary upon written request) that such person (a) is not and will not become a party to (1) any agreement, arrangement or understanding with, and has not given any commitment or assurance to, any person or entity as to how such person, if elected as a director of the Corporation, will act or vote on any issue or question (a “Voting Commitment”) that has not been disclosed to the Corporation or (2) any Voting Commitment that could limit or interfere with such person’s ability to comply, if elected as a director of the Corporation, with such person’s fiduciary duties under applicable law, (b) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than the Corporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as a director that has not been disclosed therein, and (c) in such person’s individual capacity and on behalf of any person or entity on whose behalf the nomination is being made, would be in compliance, if elected as a director of the Corporation, and will comply with all applicable publicly disclosed corporate governance, conflict of interest, confidentiality and stock ownership and trading policies and guidelines of the Corporation.

(3) For business, other than director nominations (which are governed by Section (B)(2) of this Article V), to be properly brought before an annual meeting by a stockholder pursuant to clause (c) of Section (B)(1) of this Article V, in addition to any other applicable requirements, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation.

Any stockholder’s advance notice to the Secretary of the Corporation pursuant to this Section (B)(3) of this Article V shall set forth as to each matter such stockholder proposes to bring before the annual meeting (i) a description of the proposal desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, together with the text of the proposal or business (including the text of any resolutions proposed for consideration), (ii) as to such stockholder proposing such business and the beneficial owner, if any, on whose behalf the proposal is made, (a) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, if any, and the name and address of any other stockholders known by such stockholder to be supporting such business or proposal, (b)(1) the class or series and number of shares of capital stock of the Corporation which are, directly or indirectly, owned beneficially and of record by such stockholder and such beneficial owner, (2) any Derivative Instrument directly or indirectly owned beneficially by such stockholder and by such beneficial owner and any other direct or indirect opportunity to profit or share in any profit derived from any increase or decrease in the value of shares of capital stock of

the Corporation, (3) any proxy, contract, arrangement, understanding or relationship the effect or intent of which is to increase or decrease the voting power of such stockholder or beneficial owner with respect to any shares of any security of the Corporation, (4) any pledge by such stockholder or beneficial owner of any security of the Corporation or any short interest of such stockholder or beneficial owner in any security of the Corporation, (5) any rights to dividends on the shares of capital stock of the Corporation owned beneficially by such stockholder and by such beneficial owner that are separated or separable from the underlying shares of capital stock of the Corporation, (6) any proportionate interest in shares of capital stock of the Corporation or Derivative Instruments held, directly or indirectly, by a general or limited partnership in which such stockholder or beneficial owner is a general partner or, directly or indirectly, beneficially owns an interest in a general partner and (7) any performance-related fees (other than an asset-based fee) that such stockholder or beneficial owner is entitled to based on any increase or decrease in the value of shares of capital stock of the Corporation or Derivative Instruments, if any, as of the date of such notice, including, without limitation, for purposes of clauses (b)(1) through (b)(7) above, any of the foregoing held by members of such stockholder’s or beneficial owner’s immediate family sharing the same household (which information shall be supplemented by such stockholder and beneficial owner, if any, not later than 10 days after the record date for the meeting to disclose such ownership as of the record date), and (c) any other information relating to such stockholder and beneficial owner, if any, that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for the proposal, or would otherwise be required, in each case pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder; (iii) any material interest of such stockholder and beneficial owner, if any, in such business or proposal, (iv) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting and (v) a description of all agreements, arrangements and understandings between such stockholder and beneficial owner, if any, and any other person or persons (including their names) in connection with such business or proposal by such stockholder.

(4) To be timely, a stockholder’s notice pursuant to the first paragraph of Section (B)(2) or the first paragraph of Section (B)(3) of this Article V shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is more than 30 days before or more than 60 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day prior to such annual meeting and not later than the close of business on the later of the 90th day prior to such annual meeting or, if less than 100 days’ prior notice or public announcement of the scheduled meeting date is given or made, the 10th day following the earlier of the day on which the notice of such meeting was mailed to stockholders of the Corporation or the day on which such public announcement was made. In no event shall the public announcement of an adjournment, postponement or deferral of an annual meeting commence a new time period for the giving of timely notice as described above. Notwithstanding anything in the first sentence of this paragraph to the contrary, in the

event that the number of directors to be elected to the Board of Directors of the Corporation is increased and there is no prior notice or public announcement by the Corporation naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the first anniversary of the preceding year’s annual meeting, a stockholder’s notice to nominate a director required by this Article V shall also be considered timely, but only with respect to nominees for any new positions created by such increase, if it shall be delivered to the Secretary at the principal executive offices of the Corporation not later than the close of business on the 10th day following the earlier of the day on which the notice of such meeting was mailed to stockholders of the Corporation or the day on which such public announcement was made.

(5) A stockholder providing (a) notice of any director nomination proposed to be made at a meeting or (b) notice of business proposed to be brought before a meeting shall further update and supplement such notice, if necessary, so that the information provided or required to be provided in such notice pursuant to this Article V shall be true and correct as of the record date for the meeting and as of the date that is ten business days prior to the meeting or any adjournment or postponement thereof, and such update and supplement shall be delivered to, or mailed and received at, the principal executive offices of the Corporation not later than five business days after the record date for the meeting (in the case of the update and supplement required to be made as of the record date), and not later than eight business days prior to the date for the meeting, if practicable (or, if not practicable, on the first practicable date prior to the date for the meeting) or any adjournment or postponement thereof (in the case of the update and supplement required to be made as of ten business days prior to the meeting or any adjournment or postponement thereof). In addition, a stockholder providing a notice described in clause (a) or (b) of the immediately preceding sentence shall update and supplement such notice, and deliver such update and supplement to the principal executive offices of the Corporation, promptly following the occurrence of any event that materially changes the information provided or required to be provided in such notice pursuant to this Article V.

C. Special Meetings of Stockholders . Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting given by or at the direction of the Board of Directors of the Corporation. Nominations of persons for election to the Board of Directors may be made at a special meeting of stockholders at which directors are to be elected pursuant to the Corporation’s notice of meeting (a) by or at the direction of the Board of Directors or (b) if but only if the Board of Directors has determined that directors shall be elected at such meeting, by any stockholder of the Corporation who is a stockholder of record at the time of giving of notice provided for in this Article V and on the record date for determination of stockholders entitled to vote at such meeting, who shall be entitled to vote at the meeting and who complies with the notice procedures set forth in this Article V, including Section (B)(2) hereof. Clause (b) of the immediately preceding sentence shall be the exclusive means for a stockholder to make any nomination of a person or persons for election as a director of the Corporation at a special meeting of stockholders of the Corporation. In the event the Corporation calls a special

meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder may nominate a person or persons (as the case may be), for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder’s notice required by Section (B)(2) of this Article V shall be delivered to the Secretary at the principal executive offices of the Corporation not earlier than the close of business on the 120th day prior to such special meeting and not later than the close of business on the 90th day prior to such special meeting; provided, however, that if less than 100 days’ prior notice or public announcement of the scheduled meeting date and of the nominees proposed by the Board of Directors to be elected at such meeting is given or made, notice by such stockholder, to be timely, must be so delivered not later than the close of business on the 10th day following the earlier of the day on which the notice of such meeting was mailed to stockholders of the Corporation or the day on which such public announcement was made. In no event shall the public announcement of an adjournment, postponement or deferral of a special meeting commence a new time period for the giving of timely notice as described above.

D. General .

(1) Subject to such rights of holders of shares of one or more outstanding series of preferred stock of the Corporation to elect one or more directors of the Corporation under circumstances as shall be provided by or pursuant to the Certificate of Incorporation, only such persons who are nominated in accordance with the procedures set forth in this Article V shall be eligible to serve as directors and only such business shall be conducted at a meeting of stockholders as shall have been brought before the meeting in accordance with the procedures set forth in this Article V. Except as otherwise provided by law, the Certificate of Incorporation or these By-laws, the Chairman of the meeting shall have the power and duty to determine whether a nomination or proposed nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in accordance with the procedures set forth in this Article V and, if any proposed nomination or business is not in compliance with this Article V, to so declare, and such defective proposal or nomination shall be disregarded.

(2) For purposes of this Article V, “public announcement” shall mean disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed or furnished by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act or posted on the Corporation’s website at www.cabotog.com.

(3) For purposes of this Article V, a “Derivative Instrument” shall include any option, warrant, convertible security, stock appreciation right or similar right with an exercise or conversion privilege or a settlement payment or mechanism at a price related to any class or series of shares of capital stock of the Corporation or with a value derived in whole or in part from the price, value or volatility of any class or series of shares of capital stock of the Corporation or any derivative or synthetic arrangement having characteristics of a long position in any class or series of shares of capital stock of

the Corporation, whether or not such instrument or right shall be subject to settlement in the underlying class or series of capital stock of the Corporation or otherwise.

(4) For purposes of this Article V, a person shall be deemed to have a short interest in a security if such person directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has the opportunity to profit or share in any profit derived from any decrease in the value of the subject security.

(5) Notwithstanding the foregoing provisions of this Article V, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Article V. Nothing in this Article V shall be deemed to affect any rights (a) of the holders of any series of preferred stock if and to the extent provided for under law, the Certificate of Incorporation or these By-laws or (b) of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

ARTICLE VI

Quorum and Action of Stockholders

At any meeting of the stockholders, a quorum for the election of any director or for the consideration of any question shall consist of a majority in interest of all stock issued and outstanding and entitled to vote for the election of such director or upon such question, respectively, except in any case where a larger quorum is required by law, by the Certificate of Incorporation or by these By-laws. Stock owned by the Corporation, if any, shall not be deemed outstanding for this purpose. In any case, any meeting may be adjourned from time to time by a majority of the votes properly cast upon the question, whether or not a quorum is present, and the meeting may be held as adjourned without further notice.

Each director shall be elected by the affirmative vote of the holders of the majority of the votes cast at a meeting for the election of directors at which a quorum is present; provided, however, that the directors shall be elected by a plurality of the voting power of the stock of the Corporation present at any meeting for which the number of candidates for election as directors exceeds the number of directors to be elected, with the determination thereof being made by the Secretary of the Corporation as of the tenth day preceding the date the Corporation first mails or delivers its notice of meeting for such meeting to stockholders. For purposes of this paragraph, a majority of votes cast shall mean that the number of shares voted “for” a director’s election exceeds the number of shares voted “against” such director’s election. Votes cast shall exclude abstentions with respect to that director’s election.

The Board of Directors shall have the power to establish procedures with respect to the resignation of continuing directors who are not reelected as provided above.

When a quorum for the consideration of a question is present at any meeting, the affirmative vote of the holders of a majority of the voting power of the stock of the

Corporation which is present at the meeting shall decide the quorum, except in any case where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws.

ARTICLE VII

Proxies and Voting

Except as otherwise may be provided in the Certificate of Incorporation and subject to the provisions of Article XXXI of these By-laws, each stockholder at every meeting of the stockholders shall be entitled to one vote in person or by proxy for each share of the capital stock held by such stockholder, but no proxy shall be voted after six months from its date, unless the proxy provides for a longer period; and except where the transfer books of the Corporation shall have been closed or a date shall have been fixed as a record date for the determination of the stockholders entitled to vote, as provided in Article XXXI, no share of stock shall be voted at any election for directors which has been transferred on the books of the Corporation within the twenty days preceding such election of directors. Shares of the capital stock of the Corporation belonging to the Corporation shall not be voted upon directly or indirectly.

Persons holding stock in a fiduciary capacity shall be entitled to vote the shares so held, or to give any consent permitted by law, and persons whose stock is pledged shall be entitled to vote, or to give any consent permitted by law, unless in the transfer by the pledgor on the books of the Corporation he or she shall have expressly empowered the pledgee to vote thereon, in which case only the pledgee or his or her proxy may represent said stock and vote thereon or give any such consent.

The secretary shall prepare or cause to be prepared, at least ten days before every election of directors, a complete list of the stockholders entitled to vote at said election, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder during ordinary business hours, at the place where such election meeting is to be held, or such other place as may be specified in the notice of the meeting, within the city, town or village where the election meeting is to be held, for said ten days, and shall be produced and kept at the time and place of the election meeting for the duration of the election meeting, and be subject to the inspection of any stockholder who may be present. The original or duplicate stock ledger shall conclusively list and identify the stockholders entitled to examine such list or to vote in person or by proxy at such election.

ARTICLE VIII

Action by Written Consent

A. In order that the Corporation may determine the stockholders entitled to consent to corporate action in writing without a meeting, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing

the record date is adopted by the Board of Directors, and which date shall not be more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors. Any stockholder of record seeking to have the stockholders authorize or take corporate action by written consent shall, by written notice to the Secretary, request the Board of Directors to fix a record date. The Board of Directors shall promptly, but in all events within 10 days after the date on which such a request is received, adopt a resolution fixing the record date. If no record date has been fixed by the Board of Directors within 10 days of the date on which such a request is received, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by applicable law, shall be the first date on which a signed written consent setting forth the action taken or proposed to be taken is delivered to the corporation by delivery to its principal place of business or to any officer or agent of the corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the corporation’s registered office shall be by hand or by certified or registered mail, return receipt requested. If no record date has been fixed by the Board of Directors and prior action by the Board of Directors is required by applicable law, the record date for determining stockholders entitled to consent to corporate action in writing without a meeting shall be at the close of business on the date on which the Board of Directors adopts the resolution taking such prior action.

B. Every written consent shall bear the date of signature of each stockholder who signs the consent and no written consent shall be effective to take the corporate action referred to therein unless, within 60 days of the record date established in accordance with Section (A) of this Article VIII, a written consent or consents signed by a sufficient number of holders to take such action are delivered to the corporation in the manner prescribed in Section (A) of this Article VIII.

C. In the event of the delivery, in the manner provided by this Article VIII, to the corporation of the requisite written consent or consents to take corporate action and/or any related revocation or revocations, the corporation shall engage nationally recognized independent inspectors of elections for the purpose of promptly performing a ministerial review of the validity of the consents and revocations. For the purpose of permitting a prompt ministerial review by the independent inspectors, no action by written consent without a meeting shall be effective until the earlier of (i) five business days following delivery to the corporation of consents signed by the holders of the requisite minimum number of votes that would be necessary to take such action, which delivery shall be accompanied by a certification by the stockholder of record (or his or her designee) who delivered, in accordance with Section (A) above, the written notice to the Secretary requesting the Board of Directors to fix a record date or (ii) such date as the independent inspectors certify to the corporation that the consents delivered to the corporation in accordance with this Article represent at least the minimum number of votes that would be necessary to take the corporate action. Nothing contained in this paragraph shall in any way be construed to suggest or imply that the Board of Directors or any stockholder shall not be entitled to contest the validity of any consent or revocation thereof, whether during or after such five business day period, or to take any other action (including,

without limitation, the commencement, prosecution or defense of any litigation with respect thereto).

ARTICLE IX

Board of Directors

The number of directors which constitute the whole board of directors shall be neither less than three nor more than twenty. Within the limits above specified, the number of directors shall be determined by resolution of the board of directors. The directors shall be elected at the annual meeting of the stockholders, except as provided elsewhere in these By-laws, and each director elected shall hold office until a successor is elected and qualified, or until he or she sooner dies, resigns or is removed or replaced. Directors need not be stockholders. The election of directors need not be by written ballot. Newly-created directorships resulting from any increase in the authorized number of directors voted by the board of directors between annual meetings may be filled, at the discretion of the board, by an election at a meeting of stockholders held for that purpose, or by an election at a meeting of the board of directors, by vote of a majority of the directors then in office though less than a quorum, and each director so chosen shall hold office until the next annual meeting of the stockholders. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

At each annual meeting of stockholders commencing with the 2013 annual meeting of stockholders, all directors shall be elected to hold office for a term expiring at the next succeeding annual meeting of stockholders and until their successors have been elected and shall qualify; provided, that any director elected for a longer term before the 2013 annual meeting of stockholders shall hold office for the entire term for which he or she was originally elected.

ARTICLE X

Powers of the Board of Directors

The board of directors shall have and may exercise all the powers of the Corporation, except such as are conferred exclusively upon the stockholders by law, by the Certificate of Incorporation or by these By-laws.

ARTICLE XI

Executive Committee

The board of directors, by a resolution adopted by a majority of the whole board, may from its own number elect an executive committee of the board of directors, to consist of not less than two members, and may from time to time designate or alter, within the limits permitted by this Article XI, the duties and powers of such committee, or change its membership. The chairman of the board of directors shall be an ex officio member of the executive committee.

Such executive committee shall be vested with power to take any action which the board itself could take, except as hereinafter provided, with respect to the conduct and management of the business of the Corporation, including declaring dividends, designating and altering the duties, powers and compensation of the officers and agents of the Corporation, electing or appointing the officers and agents other than the chairman of the board of directors, president, treasurer and secretary, filling vacancies other than those vacancies occurring within the board of directors and executive committee, and authorizing or ratifying all purchases, sales, contracts, offers, conveyances, transfers, negotiable instruments, powers of attorney, bonds, and other transactions and instruments of every kind, as well as authorizing the seal of the Corporation to be affixed to all papers which may require it.

If an executive committee is elected, each member of such executive committee shall hold office until the first meeting of the board of directors following the next annual meeting of the stockholders and until his or her successor is elected and qualified, or until he or she sooner dies, resigns, is removed, is replaced by change of membership or becomes disqualified by ceasing to be a director.

One-half of the members of the executive committee then in office, but in no case less than two members, shall constitute a quorum for the transaction of business, but any meeting may be adjourned from time to time by affirmative vote of a majority of the votes cast upon the question, whether or not a quorum is present, and upon such majority consent to adjourn, the meeting may be adjourned without further notice. All minutes of proceedings of the executive committee shall be kept by the secretary or an assistant secretary and shall be available to the board of directors upon its verbal or written request. The executive committee may make rules not inconsistent herewith for the holding and conducting of its meetings, but unless otherwise provided in such rules, its meetings shall be held and conducted in the same manner, as nearly as may be, as is provided in these By-laws for meetings of the board of directors. The board of directors shall have power and authority to rescind any vote or resolution of the executive committee, but no such rescission shall have retroactive effect.

ARTICLE XII

Committees

The board of directors may at any time and from time to time, by resolution adopted by a majority of the whole board of directors, appoint, designate, change the membership of or terminate the existence of one or more committees, each committee to consist of two or more of the directors of the Corporation. Each such committee shall have such name as may be determined from time to time by resolution adopted by the board of directors and shall have and may exercise such powers of the board of directors in the management of the business and affairs of the Corporation, including the power to authorize the seal of the Corporation to be affixed to all papers which may require it, as may be determined from time to time by resolution adopted by a majority of the whole board. One-half of the members of each such committee then in office, but in no case less than two members, shall constitute a quorum for the transaction of business, but any

meeting may be adjourned from time to time by affirmative vote of a majority of the votes cast upon the question, whether or not a quorum is present, and upon such majority consent to adjourn, the meeting may be adjourned without further notice. All minutes of proceedings of committees shall be kept by the secretary or an assistant secretary and shall be available to the board of directors upon its verbal or written request.

ARTICLE XIII

Meetings of the Board of Directors

Regular meetings of the board of directors may be held without call or formal notice at such places either within or without the State of Delaware and at such times as the board may from time to time determine. A regular meeting of the board of directors may be held without call or formal notice immediately after and at the same place as the annual meeting of the stockholders.

Special meetings of the board of directors may be held at any time and at any place either within or without the State of Delaware when called by the chairman of the board, the president, the chief financial officer or two or more directors, reasonable notice thereof being given to each director by the secretary or an assistant secretary, or in the case of the death, absence, incapacity or refusal of the secretary or an assistant secretary, by the officer or directors calling the meeting, or without call or formal notice if each director then in office is either present at the special meeting or waives notice before or after such meeting. A waiver of notice in writing, signed by a director entitled to such notice shall be deemed to satisfy such notice requirement whether such written waiver of notice were signed before or after the time of the meeting. In any case it shall be deemed sufficient notice to a director to send notice addressed to him or her at his or her usual or last known business or residence address by postage paid mail at least forty-eight hours before the meeting, or by telegram, telex or facsimile transmission at least twenty-four hours before the meeting, or to give notice to him or her in person at least twenty-four hours before the meeting either by telephone, or by handing him or her a written notice.

ARTICLE XIV

Quorum and Action of Directors

At any meeting of the board of directors, except in any case where a larger quorum or the vote of a larger number of directors is required by law, by the Certificate of Incorporation or by these By-laws, a quorum for any election or for the consideration of any question shall consist of one-half of the directors then in office, but in no case less than two directors, but any meeting may be adjourned from time to time by a majority of the votes cast upon the question, whether or not a quorum is present, and upon such majority consent to adjournment, the meeting may be adjourned without further notice. When a quorum is present at any meeting, the votes of a majority of the directors present and voting shall be requisite and sufficient to elect any officer, and a majority of the directors present and voting shall decide any questions brought before such meeting,

except in any case where a larger vote is required by law, by the Certificate of Incorporation or by these By-laws.

ARTICLE XV

Restrictions on Stock Transfer

The board of directors by resolution or resolutions may from time to time, in connection with any employee stock option or purchase plan, fix limitations and restrictions on the transfer of any or all of the authorized but unissued shares or treasury shares of the Corporation made available for such stock option or purchase plan, such restrictions to take effect upon the issue, sale or transfer of such shares. If such shares are represented by a certificate or certificates, no such limitation or restriction shall be valid unless notice thereof is given on the certificate or certificates representing such shares.

ARTICLE XVI

Compensation of Directors

The directors may be paid their expenses, if any, of attendance at each meeting of the board of directors and may be paid a fixed sum for attendance at each meeting of the board of directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of special or standing committees may be paid like compensation for attending committee meetings.

ARTICLE XVII

Officers and Agents

The officers of the Corporation shall be chosen by the board of directors and shall consist of a chairman of the board, a president, one or more vice presidents, a secretary, a treasurer and such other officers as the board shall deem necessary or appropriate. The board of directors, in its discretion, may choose a chief financial officer, one or more executive vice presidents, senior vice presidents, assistant secretaries and assistant treasurers. Two or more offices may be held by the same person, except that when one person holds the offices of both president and secretary such person shall not hold any other office.

The board of directors at its first meeting after each annual meeting of stockholders shall choose the corporate officers, of whom only the chairman of the board and the president must be board members. At any time as it shall deem necessary, the board of directors may choose any other officers and agents, who shall hold their offices for such terms, and shall exercise such powers, and perform such duties, as the board shall determine from time to time.

Any vacancies occurring in any office of the Corporation shall be filled by the board of directors.

ARTICLE XVIII

Chairman of the Board of Directors

The chairman of the board, who may be the chief executive officer of the Corporation, shall perform all duties commonly incident to his or her office and shall perform such other duties as the board of directors shall from time to time designate. The chairman of the board shall preside at all meetings of the stockholders and of the board of directors at which he or she is present, except as otherwise voted by the board of directors.

The chief executive officer, in addition to his or her other duties, shall have general and active management authority of corporate business and shall ensure that all orders and resolutions of the board of directors are carried into effect.

ARTICLE XIX

President

The president, who may be the chief executive officer or the chief operating officer of the Corporation, shall have such duties and powers as shall be designated from time to time by the chairman of the board or the board of directors. The president shall have all the powers and shall discharge all the duties, other than those as a director, of the chairman of the board or the chief executive officer during his or her absence or his or her inability or incapacity to act. The president shall preside at all meetings of the stockholders and the board of directors, except when the chairman of the board or the chief executive officer is present at such meetings.

The chief operating officer shall have general responsibility for the daily operations of the Corporation and shall have such duties and powers as shall be designated from time to time by the chairman of the board, the chief executive officer or the board of directors.

ARTICLE XX

Executive Vice Presidents, Senior Vice Presidents and Vice Presidents

Any executive vice president, any senior vice president or, if they are not available, any available vice president, shall have all the powers and shall discharge all the duties of the president during his or her absence or his or her inability or incapacity to act, and each such vice president shall further have such powers and discharge such duties as are imposed upon them by these By-laws or may be from time to time conferred or imposed upon them by the chairman of the board, the chief executive officer, the president, the chief operating officer or the board of directors. Any executive vice president or senior vice president may be the chief operating officer of the Corporation.

ARTICLE XXI

Chief Financial Officer

The chief financial officer, if such officer is appointed, or if not, the treasurer, shall be responsible for developing, recommending and implementing financial policies of the Corporation and shall have general responsibility for protecting the Corporation’s financial position. He or she shall keep and maintain or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation, including accounts of its assets, liabilities, receipts, disbursements, gains, losses capital, retained earnings and shares. He or she shall represent the Corporation in its transactions with banks and other financial institutions.

ARTICLE XXII

Secretary and Assistant Secretaries

The secretary or an assistant secretary shall attend all meetings of the stockholders and all meetings of the board of directors and its committees, and shall record all the proceedings of the meetings of the stockholders and of the board of directors and its committees in a book or books to be kept for that purpose. He or she shall give, or cause to be given, notice of all meetings of the stockholders and meetings of the board of directors and shall perform such other duties as may be prescribed by the chairman of the board, the president or by the board of directors, under whose supervision the secretary shall work. The secretary shall keep in safe custody the seal of the Corporation and when authorized by the chairman of the board, the president, the board of directors, or these By-laws, affix the same to any instrument requiring it and, when so affixed, the secretary or an assistant secretary shall attest the seal by signing his or her name to the sealed document. The secretary shall be responsible for the stock ledger (which may, however, be kept by any transfer agent or agents of the Corporation under the direction of the secretary).

The assistant secretary, or if there are more than one, the assistant secretaries, in the order determined by the secretary, shall in the absence or disability of the secretary perform the duties and exercise the powers of the secretary, and shall perform such other duties and have such other powers as the chairman of the board, the president, the board of directors and the secretary may from time to time prescribe.

ARTICLE XXIII

Treasurer and Assistant Treasurers

The treasurer shall have custody of the corporate funds and securities and shall keep, or cause to be kept, full and accurate account of receipts and disbursements in books belonging to the Corporation, and shall deposit or cause to be deposited all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the board of directors. The treasurer shall invest surplus funds in such investments as he or she shall deem appropriate in consultation with

the chief financial officer and pursuant to this authority may buy and sell securities on behalf of the Corporation from time to time. He or she shall disburse or cause to be disbursed the funds of the Corporation as may be ordered by the board of directors, the chairman of the board or such other officer as the chairman of the board may from time to time designate, taking proper vouchers for such disbursements. The treasurer shall work under the supervision of the chief financial officer, if the board of directors has appointed such an officer.

If required by the board of directors, the treasurer shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of his or her office and for the restoration to the Corporation in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation. The assistant treasurer, if any, shall in the absence or disability of the treasurer, perform the duties and exercise the powers of the treasurer and shall perform such other duties and have such other powers as the chairman of the board, the president, the board of directors and the treasurer may from time to time prescribe and shall be responsible to and shall report to the treasurer.

ARTICLE XXIV

General Counsel and Assistant General Counsels

The general counsel, if the board of directors appoints such an officer, shall be the chief counseling officer of the Corporation in all legal matters, and, subject to the control by the board of directors, he or she shall have charge of all matters of legal import to the Corporation. His or her relationship to the Corporation shall in all respects be that of an attorney to a client. The general counsel shall have charge of all litigation of the Corporation and keep himself or herself advised of the progress of all legal proceedings and claims by and against the Corporation, or in which the Corporation is interested by reason of its ownership and control of other Corporations. The general counsel shall maintain records of all lawsuits and actions of every nature in which the Corporation may be a party, or in which it is interested, with sufficient data to show the nature of the case and the proceedings therein, and such records and the papers relating thereto shall be open at all times to the inspection of the directors and the executive officers of the Corporation.

The general counsel shall give to the board of directors and to any officer of the Corporation, whenever requested to do so, his or her opinion upon any question affecting the interests of the Corporation and when requested by the chairman of the board, the president, a vice president, or by the board of directors or the executive committee, give his or her opinion upon any subject that may be referred to him or her.

The general counsel may, in his or her discretion, on behalf of the Corporation, retain such independent attorneys, or law firms, in any and all parts of the world, as he or she

may deem necessary to assist him or her in the performance of his or her duties and to protect and further the interests of the Corporation.

The general counsel shall have power and authority to execute in the name of the Corporation any and all bonds or stipulations for costs or other purposes connected with legal proceedings in any of the courts of justice, for the protection or enforcement of the rights and interests of this Corporation; and, by instrument in writing, he or she may delegate to any such authority appropriate power and authority to execute such bonds or stipulations.

The assistant general counsel, or, if there are more than one, the assistant general counsels, shall, in the order determined by the general counsel, in the absence or disability of the general counsel, perform his or her duties and exercise his or her powers and shall perform such other duties and have such other powers as the chairman of the board, the president, the board of directors and the general counsel may from time to time prescribe.

ARTICLE XXV

Controller

The controller, if the board of directors elects such an officer, shall be the chief accounting officer of the Corporation, shall keep its books of account and accounting records, and shall be in charge of the Corporation’s accounting policies and procedures. The controller shall work under the supervision of the chief financial officer. The controller shall, with the approval of the board of directors, arrange for annual audits by independent public accountants.

If required by the board of directors, the controller shall give the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the board of directors for the faithful performance of his or her office and for the restoration to the Corporation in case of his or her death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his or her possession or under his or her control belonging to the Corporation.

The assistant controller, if any, shall in the absence or disability of the controller perform the duties and exercise the powers of the controller, and shall perform such other duties and have such other powers as the chairman of the board, the president, the board of directors and the controller may from time to time prescribe, and shall be responsible to and shall report to the controller.

ARTICLE XXVI

Resignations and Removals

Any director or officer may resign at any time by delivering his or her resignation in writing to the chairman of the board, the president or the secretary, or to a meeting of the

board of directors. Such resignation shall take effect at the time stated in the resignation, or if no time be so stated therein, immediately upon its delivery, and without the necessity of its being accepted unless the resignation shall so state.

The stockholders may remove any director from office, by vote of a majority in interest of the stock issued and outstanding and entitled to vote for such removal, at any meeting called for that purpose. The board of directors may at any time, by vote of a majority of the directors then in office, remove from office the chairman of the board, the president, any executive vice president, any vice president, the chief financial officer, the treasurer, the secretary, the general counsel or the controller at a special meeting called for that purpose. Any other officer, agent or employee may be removed from office, agency or employment by (i) vote of the board of directors at any meeting thereof, or (ii) in the case of any officer, agent or employee not elected to his or her position by the board of directors, by any committee or officer upon whom such power may be conferred by the board of directors.

No director or officer resigning, and (except where a right to receive compensation for a definite future period shall be expressly provided in a written agreement with the Corporation duly approved by the board of directors) no director or officer being removed shall have any right to any compensation as such director or officer for any period following his or her resignation or removal, or any right to damages on account of such removal, whether his or her compensation be by the month or by the year or otherwise.

ARTICLE XXVII

Vacancies

If the office of any director becomes vacant, by reason of death, resignation or removal, a successor may be elected by the board of directors by vote of a majority of the remaining directors then in office whether or not the remaining directors constitute a quorum. If the office of any officer becomes vacant, by reason of death, resignation, removal or disqualification, a successor may be elected or appointed by the board of directors by vote of a majority of the directors present and voting. Each such successor shall hold office for the unexpired terms, and until his or her successor shall be elected or appointed and qualified, or until he or she sooner dies, resigns, is removed or replaced or becomes disqualified. The board of directors shall have and may exercise all its powers notwithstanding the existence of one or more vacancies in its number as fixed by the board of directors, subject to any requirements of law or of these By-laws as to the number of directors required for a quorum or for any vote, resolution or other action.

ARTICLE XXVIII

Waiver of Notice

Whenever any notice is required to be given by law or under the provisions of the Certificate of Incorporation or of these By-laws, a written waiver of notice, signed by the

person or persons entitled to such notice shall be deemed to satisfy such notice requirement, whether such waiver was signed and delivered before or after the meeting or other event for which notice is waived.

ARTICLE XXIX

Certificates of Stock

Shares of capital stock of the Corporation may be certificated or uncertificated, as permitted by applicable law. Every holder of stock in the Corporation shall be entitled, upon written request, to have a certificate, signed in the name of the Corporation, by the chairman of the board, the president or a vice president and by the treasurer or an assistant treasurer or the secretary or an assistant secretary of the Corporation, certifying the number of shares owned by him or her in the Corporation; provided, however, that where any such certificate is countersigned by a transfer agent, other than the Corporation or its employee, or by a registrar, other than the Corporation or its employee, any other signature on such certificate may be a facsimile, engraved, stamped or printed. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on any such certificate or certificates shall cease to be such officer or officers of the Corporation, whether because of death, resignation or otherwise, before such certificate or certificates shall have been delivered by the Corporation, such certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed such certificate or certificates or whose facsimile signature or signatures have been used thereon had not ceased to be such officer or officers of the Corporation, and any such issue and delivery shall be regarded as an adoption by the Corporation of such certificate or certificates. Any certificates of stock that may be used shall be in such form as shall, in conformity to law, be prescribed from time to time by the board of directors or an officer of the Corporation.

ARTICLE XXX

Transfer of Shares of Stock

Subject to applicable restrictions upon transfer, if any, (1) title to a certificate of stock and to the shares represented thereby shall be transferred only by delivery of the certificate properly endorsed, or by delivery of the certificate accompanied by a written assignment of the same, or a written power of attorney to sell, assign or transfer the same or the shares represented thereby, properly executed by the holder thereof, and (2) title to uncertificated shares of stock shall be transferred only upon instructions properly executed by the holder thereof. The person registered on the books of the Corporation as the owner of shares shall have the exclusive right to receive dividends thereon and, except as provided in Article VII with respect to stock which has been pledged, to vote thereon as such owner or to give any consent permitted by law, and shall be held liable for such calls and assessments, if any, as may lawfully be made thereon, and except only as may be required by law, may in all respects be treated by the Corporation as the exclusive owner thereof. It shall be the duty of each stockholder to notify the

Corporation of his or her post office or mailing address and to furnish to the Corporation such other information as the Corporation may by law be required to obtain.

ARTICLE XXXI

Transfer Books: Record Date

The board of directors shall have power to close the stock transfer books of the Corporation for a period not exceeding sixty days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding sixty days in connection with obtaining the consent of stockholders for any purpose; provided, however, that in lieu of closing the stock transfer books as aforesaid, the board of directors may fix in advance a date, not exceeding sixty days preceding the date of any meeting of stockholders, or any other of the above-mentioned events, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect to any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid.

ARTICLE XXXII

Loss of Certificates

In the case of the alleged loss or destruction or the mutilation of a certificate of stock, a duplicate certificate may be issued in place thereof upon such terms in conformity with law as the board of directors may prescribe; provided, however, that if such shares are no longer certificated, a new certificate shall be issued only upon a written request as contemplated by Article XXIX.

ARTICLE XXXIII

Seal

The corporate seal of the Corporation shall, subject to alteration by the board of directors, consist of a flat-faced circular die with the word “Delaware”, together with the name of the Corporation and the year of its organization, cut or engraved thereon. The corporate seal of the Corporation may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE XXXIV

Execution of Papers

Unless the board of directors generally or in particular cases authorizes the execution thereof in some other manner, all deeds, leases, transfers, sales of securities, contracts, proxies, bonds, notes, checks, drafts and other obligations, agreements and undertakings made, accepted or endorsed by the Corporation, shall be signed by the chairman of the board, the president or by one of the vice presidents, and, if such papers require a seal, the seal of the Corporation shall be affixed thereto and attested by the secretary or an assistant secretary.

ARTICLE XXXV

Fiscal Year

Except as from time to time otherwise provided by the board of directors, the fiscal year of the Corporation shall commence on the first day of January of each year, commencing January 1, 1991.

ARTICLE XXXVI

Dividends

Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock, subject to the provisions of the Certificate of Incorporation. Before payment of any dividend, there may be set aside, out of any funds of the Corporation available for dividends, such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for such other purpose as the directors shall think conducive to the interests of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created.

ARTICLE XXXVII

Respecting Certain Contracts

The directors of the Corporation are likely to be connected with other corporations, partnerships, associations or firms with which from time to time this Corporation may have business dealings. No contract or other transaction between the Corporation and any other corporation, partnership, association or firm and no act of the Corporation shall be affected by the fact that directors of this Corporation are pecuniarily or otherwise interested in, or are directors, members or officers of such other corporation, partnership, association or firm. Any director individually, or any firm of which such director may be

a member, may be a party to or may be pecuniarily or otherwise interested in any contract or transaction of the Corporation, provided that the fact that he or she or such firm is so interested shall be disclosed or shall have been known to the board of directors or a majority thereof that approves such contract or transaction. Every contract, act or transaction which at any annual meeting of the stockholders, or at any meeting of the stockholders called for that purpose, among others, of considering such contract, act or transaction, shall be authorized, approved or ratified by vote of the holders of a majority of the shares in the capital stock of the Corporation present in person or represented by proxy at such meeting (provided that a quorum of stockholders be there present or represented by proxy) shall be as valid and binding upon the Corporation and upon all its stockholders as though such a contract, act or transaction had been expressly authorized, approved and ratified by every stockholder of the Corporation.

ARTICLE XXXVIII

Indemnification of Directors, Officers and Employees

The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (and whether or not by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another company, partnership, joint venture, trust or other enterprise or is or was serving as a fiduciary of any employee benefit plan, fund or program sponsored by the Corporation or such other company, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, to the extent and under the circumstances permitted by the General Corporation Law of the State of Delaware as amended from time to time. Such indemnification (unless ordered by a court) shall be made as authorized in a specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standards of conduct set forth in the General Corporation Law of the State of Delaware. Such determination shall be made (1) by the board of directors by vote of a majority of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such quorum is not obtainable, or even if obtainable a quorum of disinterested directors so directs by independent legal counsel in a written opinion, or (3) by the stockholders. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any by-law, agreement, vote of stockholders or disinterested directors or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person.

ARTICLE XXXIX

Amendments

These By-laws may be altered, amended or repealed by (i) the affirmative vote of the holders of a majority of the voting power of the issued and outstanding stock of the Corporation or (ii) the affirmative vote of the majority of the directors then holding office at any annual, regular or special stockholders or directors meeting, called for that purpose, the notice of which shall specify the subject matter of the proposed alteration, amendment or repeal and the articles to be affected thereby. Any by-law, whether made, altered, amended or repealed by the stockholders or directors, may be repealed, amended, further amended or reinstated, as the case may be, by either the stockholders or the directors as aforesaid.

Exhibit 3.3

Delaware PAGE 1 The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "CABOT OIL & GAS CORPORATION", FILED IN THIS OFFICE ON THE FIRST DAY OF MAY, A.D. 2012, AT 5:52 O'CLOCK P.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 2216250 8100 120497026 You may verify this certificate online at corp. delaware. gov/authver.shtml /s/ Jeffrey W. Bullock Jeffrey W. Bullock, Secretary of State AUTHENTICATION: 9544858 DATE: 05-02-12

State of Delaware Secretary of State Division of Corporations Delivered 07:22 PM 05/01/2012 FILED 05:52 PM 05/01/2012 SRV 120497026 - 2216250 FILE CERTIFICATE OF AMENDMENT of RESTATED CERTIFICATE OF INCORPORATION Cabot Oil & Gas Corporation (the "Corporation"), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the "DGCL"), hereby adopts this Certificate of Amendment (this "Certificate of Amendment"), which amends its Restated Certificate of Incorporation (the "Certificate of Incorporation"), as described below, and does hereby further certify that: FIRST:The Board of Directors of the Corporation duly adopted a resolution proposing and declaring advisable the amendment to the Certificate of Incorporation described herein, and the Corporation's stockholders duly adopted such amendment, all in accordance with the provisions of Section 242 of the DGCL. SECOND:The first sentence of Article IV of the Certificate of Incorporation is amended and restated to read in its entirety as follows: The aggregate number of shares of all classes of stock which the Company shall have authority to issue is 485,000,000, divided into 5,000,000 shares of Preferred Stock, par value $.10 per share ("Preferred Stock"), and 480,000,000 shares of Common Stock, par value $.10 per share (the "Common Stock"). IN WITNESS WHEREOF, this Certificate of Amendment has been executed by an authorized officer of the Corporation as of this 1st day of May, 2012. CABOT OIL & GAS CORPORATION /s/ Deidre L. Shearer By: Name: Title: Deidre L. Shearer Corporate Secretary and Managing Counsel

Exhibit 10.1

FIRST AMENDMENT

AMENDED AND RESTATED CREDIT AGREEMENT

dated as of May 4, 2012

among

CABOT OIL & GAS CORPORATION,
as Borrower,

JPMORGAN CHASE BANK, N.A.,
as Administrative Agent,

BANK OF AMERICA, N.A.,
as Syndication Agent,

BANK OF MONTREAL,
as Co- Documentation Agent,

BBVA COMPASS,
as Co-Documentation Agent,

CANADIAN IMPERIAL BANK OF COMMERCE,
NEW YORK AGENCY,
as Co- Documentation Agent,

U.S. BANK NATIONAL ASSOCIATION,
as Co-Documentation Agent,

WELLS FARGO BANK, N.A.,
as Co- Documentation Agent,

and

The Lenders Party Thereto

J.P. Morgan Securities LLC
Merrill Lynch Pierce, Fenner & Smith, Inc.

As Co-Lead Arrangers and Joint Bookrunners

FIRST AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT

THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “ First Amendment ”) dated as of May 4, 2012, among CABOT OIL & GAS CORPORATION, a Delaware limited liability company, (the “ Borrower ”); each of the lenders party to the Credit Agreement referred to below (collectively, the “ Lenders ”); and JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, together with its successors in such capacity, the “ Administrative Agent ”).

R E C I T A L S

A. The Borrower, the Administrative Agent and the Lenders are parties to that certain Amended and Restated Credit Agreement dated as of September 22, 2010 (the “ Credit Agreement ”), pursuant to which the Lenders have made certain credit available to and on behalf of the Borrower.

B. The Borrower has requested and all of Lenders have agreed to amend certain provisions of the Credit Agreement and extend the Maturity Date as set forth herein.

C. Now, therefore, to induce the Administrative Agent and all of Lenders to enter into this First Amendment and in consideration of the premises and the mutual covenants herein contained, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Section 1. Defined Terms . Each capitalized term used herein but not otherwise defined herein has the meaning given such term in the Credit Agreement, as amended by this First Amendment. Unless otherwise indicated, all section references in this First Amendment refer to sections of the Credit Agreement.

Section 2. Amendments to Credit Agreement .

2.1 Amendments to Section 1.02 . Section 1.02 is hereby amended by:

(a) deleting the defined term “Agreement” in its entirety and replacing it with the following:

“‘ Agreement ’ means this Amended and Restated Credit Agreement, as amended by that certain First Amendment dated as of May 4, 2012, as the same may from time to time be amended, modified, supplemented or restated.”

(b) deleting the “Borrowing Base Utilization grid” contained in the defined term “Applicable Margin” and replacing that grid with the following:

Borrowing Base Utilization Grid

Borrowing Base Utilization Percentage	<25%		> 25% <50%		> 50% <75%		> 75% <90%		> 90%
Eurodollar Loans	1.50	%	1.75	%	2.00	%	2.25	%	2.50	%
ABR Loans	0.50	%	0.75	%	1.00	%	1.25	%	1.50	%

“Notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States or foreign regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless of the date enacted, adopted or issued.”

(d) deleting the defined term “Maturity Date” in its entirety and replacing it with the following:

“‘ Maturity Date ’ means May 4, 2017.”

(e) adding the following defined terms in the appropriate alphabetical order:

“‘ Commitment Fee Rate ’ means, for any day, the rate per annum set forth in the Commitment Fee Rate grid below based on the Borrowing Base Utilization Percentage then in effect:

Commitment Fee Rate Grid

Borrowing Base Utilization Percentage	Commitment Fee Rate
<50%	0.375	%
> 50%	0.500	%

“‘ First Amendment Effective date ’ means May 4, 2012.”

2.2 Amendment to Section 2.06(c) . Section 2.06(c)(ii)(A) is hereby amended by replacing “$1,000,000,000” with “$1,400,000,000”.

2.3 Amendment to Section 3.05(a) . The first sentence is hereby amended by replacing the words “a rate per annum of 0.50%” with the words “the Commitment Fee Rate”.

2.3 Amendment to Section 4.03(a) . Section 4.03(a) is amended and restated in its entirety to read as follows:

“Any amount payable to such Defaulting Lender hereunder (whether on account of principal, interest, fees or otherwise and including any amount that

would otherwise be payable to such Defaulting Lender pursuant to Section 4.01(c) or Section 10.02(c), but excluding Section 5.04(b)) will, in lieu of being distributed to such Defaulting Lender, be retained by the Administrative Agent in a segregated account and, subject to any applicable requirements of law, be applied at such time or times as may be determined by the Administrative Agent (i) first , to the payment of any amounts owing by such Defaulting Lender to the Administrative Agent hereunder, (ii) second , pro rata, to the payment of any amounts owing by such Defaulting Lender to each Issuing Bank hereunder, (iii) third , to cash collateralize such Defaulting Lender’s LC Exposure in accordance with Section 2.08(j), (iv) fourth , as the Borrower may request (so long as no Default exists), to the funding of any Loan in respect of which such Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent, (v) fifth , if so determined by the Administrative Agent and the Borrower, held in an interest bearing account and released pro rata in order to (A) satisfy such Defaulting Lender’s potential future funding obligations with respect to Loans under this Agreement and (B) cash collateralize such Defaulting Lender’s future LC Exposure in accordance with Section 2.08(j), (vi) sixth , to the payment of any amounts then owing to the Lenders or any Issuing Bank as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by any Lender or Issuing Bank against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement, (vii) seventh , to the payment of any amounts then owing to the Borrower as a result of any final and non-appealable judgment of a court of competent jurisdiction obtained by the Borrower against such Defaulting Lender as a result of such Defaulting Lender’s breach of its obligations under this Agreement and (viii) eighth , to such Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided that if such payment is (x) a prepayment of the principal amount of any Loans or reimbursement obligations in respect of LC Disbursement that a Defaulting Lender has not fully funded its participation obligations and (y) in the case of such Loans which were made at a time when the conditions set forth in Section 6.02 were satisfied or waived, such payment will be applied solely to prepay the Loans of, and reimbursement obligations owed to, all non-Defaulting Lenders pro rata prior to being applied to the prepayment of any Loans, or reimbursement obligations owed to, any Defaulting Lender. Any payments, prepayments or other amounts paid or payable to any Defaulting Lender that are applied (or held) to pay amounts owed by such Defaulting Lender or shall be deemed paid to and redirected by such Defaulting Lender, and each Lender irrevocably consents to the foregoing.”

2.4 Amendment to Section 5.01(b) . Section 5.01(b) is amended and restated in its entirety to read as follows:

“If any Lender or the Issuing Bank determines that any Change in Law regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the Issuing Bank’s capital or liquidity or on the capital or liquidity of such Lender’s or the Issuing Bank’s holding company, if any, as a consequence of this Agreement or the Loans made by, or participations in Letters

of Credit held by, such Lender, or the Letters of Credit issued by the Issuing Bank, to a level below that which such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the Issuing Bank’s policies and the policies of such Lender’s or the Issuing Bank’s holding company with respect to capital adequacy), then from time to time the Borrower will pay to such Lender or the Issuing Bank, as the case may be, such additional amount or amounts as will compensate such Lender or the Issuing Bank or such Lender’s or the Issuing Bank’s holding company for any such reduction suffered.”

2.5 Amendment to Section 5.04(a) . Section 5.04(a) is amended to insert “(at the request of the Borrower)” immediately following the words “then such Lender shall”.

2.6 Amendment to Section 11.03 . Section 11.03 is amended to insert the following sentence immediately following the second sentence of such Section:

“Upon receipt from the Borrower of a notice of the occurrence of any Default pursuant to Section 8.02(a), the Administrative Agent will promptly provide to the Lenders a copy of such notice.”

Section 3. Assignment, New Lenders and Reallocation of Commitments and Loans . The Lenders have agreed among themselves, in consultation with the Borrower, to reallocate their respective Maximum Credit Amounts and to, among other things, allow each Canadian Imperial Bank of Commerce, New York Agency, Branch Banking and Trust Company and The Bank of Tokyo-Mitsubishi UFJ, Ltd. to become a party to the Credit Agreement as a Lender, (the “ New Lenders ”) by acquiring an interest in the Aggregate Maximum Credit Amount. The Administrative Agent and the Borrower hereby consent to such reallocation and the New Lenders’ acquisition of an interest in the Aggregate Maximum Credit Amount and the other Lenders’ assignments of their Maximum Credit Amounts. On the First Amendment Effective Date and after giving effect to such reallocations, the Maximum Credit Amount of each Lender shall be as set forth on Annex I of this First Amendment which Annex I supersedes and replaces the Annex I to the Credit Agreement. With respect to such reallocation, the New Lenders shall be deemed to have acquired the Maximum Credit Amount allocated to it from each of the other Lenders pursuant to the terms of the Assignment and Assumption Agreement attached as Exhibit F to the Credit Agreement as if the New Lenders and the other Lenders had executed an Assignment and Assumption Agreement with respect to such allocation. On the First Amendment Effective Date, the Borrower shall prepay any Loans outstanding (and pay any additional amounts required pursuant to Section 5.02) to the extent necessary to keep the outstanding Loans ratable with any revised allocations arising from any increase in the Maximum Credit Amounts under this Section.

Section 4. Conditions Precedent . This First Amendment shall become effective on the date (such date, the “ First Amendment Effective Date” ), when each of the following conditions is satisfied (or waived in accordance with Section 12.02):

4.1 The Administrative Agent shall have received from all of the Lenders and the Borrower, counterparts (in such number as may be requested by the Administrative Agent) of this First Amendment signed on behalf of such Person.

4.2 The Administrative Agent and the Lenders shall have received all fees and other amounts due and payable on or prior to the date hereof, including, to the extent invoiced, reimbursement or payment of all documented out-of-pocket expenses required to be reimbursed or paid by the Borrower under the Credit Agreement.

4.3 No Default shall have occurred and be continuing as of the date hereof, after giving effect to the terms of this First Amendment.

4.4 The Administrative Agent shall have received such other documents as the Administrative Agent or its special counsel may reasonably require.

The Administrative Agent is hereby authorized and directed to declare this First Amendment to be effective when it has received documents confirming or certifying, to the satisfaction of the Administrative Agent, compliance with the conditions set forth in this Section or the waiver of such conditions as permitted in Section 12.02. Such declaration shall be final, conclusive and binding upon all parties to the Credit Agreement for all purposes.

Section 5. Miscellaneous .

5.1 Confirmation . The provisions of the Credit Agreement, as amended by this First Amendment, shall remain in full force and effect following the effectiveness of this First Amendment.

5.2 Ratification and Affirmation; Representations and Warranties . The Borrower hereby (a) ratifies and affirms its obligations under, and acknowledges its continued liability under, each Loan Document to which it is a party and agrees that each Loan Document to which it is a party remains in full force and effect as expressly amended hereby and (b) represents and warrants to the Lenders that as of the date hereof, after giving effect to the terms of this First Amendment:

(i) all of the representations and warranties contained in each Loan Document to which it is a party are true and correct, except to the extent any such representations and warranties are expressly limited to an earlier date, in which case, such representations and warranties shall continue to be true and correct as of such specified earlier date, and

(ii) no event or events have occurred which individually or in the aggregate could reasonably be expected to have a Material Adverse Effect.

5.3 Counterparts . This First Amendment may be executed by one or more of the parties hereto in any number of separate counterparts, and all of such counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of this First Amendment by facsimile transmission shall be effective as delivery of a manually executed counterpart hereof.

5.4 NO ORAL AGREEMENT . THIS FIRST AMENDMENT, THE CREDIT AGREEMENT AND THE OTHER LOAN DOCUMENTS EXECUTED IN CONNECTION HEREWITH AND THEREWITH REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR UNWRITTEN ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO SUBSEQUENT ORAL AGREEMENTS BETWEEN THE PARTIES.

5.5 GOVERNING LAW . THIS FIRST AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

5.6 Payment of Expenses . In accordance with Section 12.03, the Borrower agrees to pay or reimburse the Administrative Agent for all of its reasonable out-of-pocket costs and reasonable expenses incurred in connection with this First Amendment, any other documents prepared in connection herewith and the transactions contemplated hereby, including, without limitation, the reasonable fees and disbursements of counsel to the Administrative Agent.

5.7 Severability . Any provision of this First Amendment which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

5.8 Successors and Assigns . This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns.

[SIGNATURES BEGIN NEXT PAGE]

IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to be duly executed as of the date first written above.

BORROWER:	CABOT OIL & GAS CORPORATION


	By:	/s/ Signature
		Name:
		Title:

Signature Page 1

ADMINISTRATIVE AGENT:	JPMORGAN CHASE BANK, N.A.


	By:	/s/ Signature
		Name:
		Title:


LENDERS:	JPMORGAN CHASE BANK, N.A.


	By:	/s/ Signature
		Name:
		Title:

Signature Page 2

	BANK OF AMERICA, N.A.


	By:	/s/ Signature
		Name:
		Title:

Signature Page 3

	BANK OF MONTREAL


	By:	/s/ Signature
		Name:
		Title:

Signature Page 4

	COMPASS BANK


	By:	/s/ Signature
		Name:
		Title:

Signature Page 5

	CANADIAN IMPERIAL BANK OF COMMERCE, NEW YORK AGENCY


	By:	/s/ Signature
		Name:
		Title:

Signature Page 6

	U.S. BANK NATIONAL ASSOCIATION


	By:	/s/ Signature
		Name:
		Title:

Signature Page 7

	WELLS FARGO BANK, N.A.


	By:	/s/ Signature
		Name:
		Title:

Signature Page 8

	BRANCH BANKING AND TRUST COMPANY


	By:	/s/ Signature
		Name:
		Title:

Signature Page 9

	KEYBANK NATIONAL ASSOCIATION


	By:	/s/ Signature
		Name:
		Title:

Signature Page 10

	THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.


	By:	/s/ Signature
		Name:
		Title:

Signature Page 11

	COMERICA BANK


	By:	/s/ Signature
		Name:
		Title:

Signature Page 12

	ING CAPITAL LLC


	By:	/s/ Signature
		Name:
		Title:

Signature Page 13

	THE FROST NATIONAL BANK

	By:	/s/ Signature
		Name:
		Title:

Signature Page 14

ANNEX I

LIST OF MAXIMUM CREDIT AMOUNTS

Name of Lender	Applicable Percentage		Maximum Credit Amount
JPMorgan Chase Bank, N.A.	10.28	%	$	92,500,000.00
Bank of America, N.A.	10.28	%	$	92,500,000.00
Bank of Montreal	8.89	%	$	80,000,000.00
Compass Bank	8.89	%	$	80,000,000.00
Canadian Imperial Bank of Commerce, New York Agency	8.89	%	$	80,000,000.00
U.S. Bank National Association	8.89	%	$	80,000,000.00
Wells Fargo Bank, N.A.	8.89	%	$	80,000,000.00
Branch Banking and Trust Company	6.67	%	$	60,000,000.00
KeyBank N.A.	6.67	%	$	60,000,000.00
The Bank of Tokyo-Mitsubishi UFJ, LTD.	6.67	%	$	60,000,000.00
Comerica Bank	5.00	%	$	45,000,000.00
ING Capital LLC	5.00	%	$	45,000,000.00
The Frost National Bank	5.00	%	$	45,000,000.00
TOTAL	100.000000	%	$	900,000,000.00

Annex I - Page 1

Exhibit 15.1

July 27, 2012

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We are aware that our report dated July 27, 2012 on our review of interim financial information of Cabot Oil & Gas Corporation (the “Company”) for the three and six month periods ended June 30, 2012 and 2011, and included in the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2012, is incorporated by reference in its Registration Statements on Form S-3 (File Nos. 333-68350 and 333-83819) and Form S-8 (File Nos. 333-37632, 33-53723, 33-35476, 333-92264, 333-123166 and 333-135365).

Very truly yours,

/s/ PricewaterhouseCoopers LLP

EXHIBIT 31.1

CERTIFICATIONS

I, Dan O. Dinges, certify that:

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

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

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

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

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

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

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

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

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

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

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

Date: July 27, 2012

	/S/ DAN O. DINGES
	Dan O. Dinges
	Chairman, President and
	Chief Executive Officer

EXHIBIT 31.2

I, Scott C. Schroeder, certify that:

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

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

Date: July 27, 2012

	/S/ SCOTT C. SCHROEDER
	Scott C. Schroeder
	Vice President, Chief Financial Officer and Treasurer

EXHIBIT 32.1

Certification Pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

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

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

(1) the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

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

Dated: July 27, 2012

	/S/ DAN O. DINGES
	Dan O. Dinges
	Chief Executive Officer

	/S/ SCOTT C. SCHROEDER
	Scott C. Schroeder
	Chief Financial Officer