SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 29, 2003
CABOT OIL & GAS CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-10447 04-3072771
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
1200 Enclave Parkway
Houston, Texas 77077
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (281) 589-4600
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release issued by Cabot Oil & Gas Corporation dated April 29,
2003.
Item 9. Regulation FD Disclosure
The following information is furnished under Item 12 of Form 8-K (Results
of Operations and Financial Condition) in accordance with Securities and
Exchange Commission Release No. 33-8216.
On April 29, 2003, we issued a press release with respect to our 2003 first
quarter earnings. The press release is furnished as Exhibit 99.1 to this Current
Report and incorporated by reference herein. The press release contains certain
measures (discussed below) which may be deemed "non-GAAP financial measures" as
defined in Item 10 of Regulation S-K of the Securities Exchange Act of 1934, as
amended. In each case, the most directly comparable GAAP financial measure and
information reconciling the GAAP and non-GAAP measures is also included in the
press release.
The information furnished pursuant to this Item 9, including Exhibit 99.1,
shall not be deemed to be "filed" for the purposes of Section 18 of the
Securities Exchange Act of 1934, as amended, and will not be incorporated by
reference into any registration statement filed under the Securities Act of
1933, as amended, unless specifically identified therein as being incorporated
therein by reference.
From time to time management discloses discretionary cash flow and net
income excluding selected items and earnings per share excluding selected items.
These non-GAAP financial measures and reconciliations to the most comparable
GAAP financial measure for the first quarter of 2003 are included in Exhibit
99.1 to this Current Report, furnished to the Securities and Exchange
Commission.
Discretionary cash flow is defined as net income plus non-cash charges and
exploration expense. Discretionary cash flow is widely accepted as a financial
indicator of an oil and gas company's ability to generate cash which is used to
internally fund exploration and development activities, pay dividends and
service debt. Discretionary cash flow is presented based on management's belief
that this non-GAAP measure is useful information to investors because it is
widely used by professional research analysts in the valuation, comparison,
rating and investment recommendations of companies within the oil and gas
exploration and production industry. Many investors use the published research
of these analysts in making their investment decisions. Discretionary cash flow
is not a measure of financial performance under GAAP and should not be
considered as an alternative to cash flows from operating activities, as defined
by GAAP, or as a measure of liquidity, or an alternative to net income.
Net income excluding selected items and earnings per share excluding
selected items is presented based on managements belief that these non-GAAP
measures enable a user of the financial information to understand the impact of
these items on reported results. Additionally, this presentation provides a
beneficial comparison to similarly adjusted
measurements of prior periods. Net income and earnings per share excluding
selected items is not a measure of financial performance under GAAP and should
not be considered as an alternative to net income and earnings per share, as
defined by GAAP.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CABOT OIL & GAS CORPORATION
By: /s/ Henry C. Smyth
------------------------------------------------
Henry C. Smyth
Vice President, Controller and Treasurer
Date: April 29, 2003
EXHIBIT INDEX
99.1 -- Press release issued by Cabot Oil & Gas Corporation dated April 29,
2003.