8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________

FORM 8-K

____________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 28, 2017

__________________________________________

WESTMORELAND COAL COMPANY

(Exact Name of Registrant as Specified in Charter)

__________________________________________

Delaware	001-11155	23-1128670
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9540 South Maroon Circle, Suite 200, Englewood, CO	80112
(Address of Principal Executive Offices)	(Zip Code)

Registrant's telephone number, including area code:(855) 922-6463

_______________________N/A________________________________

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02. Results of Operations and Financial Condition.

On March 28, 2017, Westmoreland Coal Company (the “Company”) issued a press release announcing its financial results for the fourth quarter and fiscal year 2016 ended December 31, 2016. A copy of this press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

On March 28, 2017, beginning at 4:30 p.m. Eastern Time, the Company hosted a conference call with investors to discuss the Company's financial and operating results for the fourth quarter and fiscal year ended December 31, 2016. The conference call was made available to the public via dial-in and webcast. In connection with the earnings conference call, the Company published an investor presentation that included the slides furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein. The slides contained in Exhibit 99.2 are also posted on the Company's website at www.westmoreland.com.

The information in this Item 2.02 of the Current Report on Form 8-K and the exhibits attached hereto are being furnished and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), except as shall be expressly set forth by specific reference in such filing.

Item 5.02. Appointment of Chief Financial Officer

On March 6, 2017, the Company appointed Gary A. Kohn, 51, as its Chief Financial Officer. Mr. Kohn had previously served as Interim Chief Financial Officer since November 2016. Mr. Kohn joined the Company as Vice President, Investor Relations in April 2016. Mr. Kohn has held leadership positions in the fields of investor relations, treasury, and financial planning and analysis with several public companies including First Data, Western Union, including most recently, from 2011-2014 at Intrepid Potash and 2008-2011 at Ciber. Mr. Kohn began his career as a certified public accountant with a focus on audit and taxation. He earned his Bachelor of Science degree in Accounting from the University of Northern Colorado in 1988. There are no agreements, arrangements, relationships or transactions between the Company and Mr. Kohn required to be disclosed under Items 401 or 404(a) of Regulation S-K. A copy of the press release announcing Mr. Kohn's appointment is attached hereto as Exhibit 99.3.

Mr. Kohn will receive salary and benefits, and is eligible to participate in the Company’s Long-Term Incentive Program (“LTIP”) and its Annual Incentive Program (“AIP”), each of which is described in further detail in the Company’s most recent Definitive Proxy Statement filed on April 4, 2016. The Company’s Compensation and Benefits Committee also determined certain aspects of Mr. Kohn’s compensation package. Mr. Kohn will be awarded restricted stock units with a value equal to 80% of his base salary under the LTIP, 50% of which are time-vested restricted stock units vesting each year on April 1st, and 50% of which are performance-based restricted stock units which vest every three years, depending on the achievement of certain pre-established performance goals. Mr. Kohn is also eligible to participate in the Company’s AIP at 60% of his base salary, under which his financial performance payout will be determined based on the Company’s actual versus budgeted consolidated free cash flow metric in accordance with the AIP.

In connection with his promotion, Mr. Kohn also entered into a change in control severance agreement (the “Agreement”) with the Company that includes a double trigger change in control mechanism. Upon termination after a Change in Control (as defined in the Agreement), Mr. Kohn is entitled to payment of two times his base salary and his target bonus under the AIP, as well as an immediate vesting of all equity awards granted but not yet vested. The Agreement has a two-year term that is automatically renewed for additional one-year terms if not terminated within nine months of the initial term expiration date. The Agreement also includes customary confidentiality and non-disparagement terms, as well as a one-year non-compete clause.

The above description of the Agreement is qualified in its entirety by reference to the terms of the Agreement, which is attached as Exhibit 10.44 to our Annual Report on Form 10-K filed on March 28, 2017, and is incorporated herein by reference.

The Company elected to delay the filing of this required disclosure under Item 5.02 on Form 8-K until the public announcement of Mr. Kohn’s hiring in the Company’s press release attached hereto as Exhibit 99.3, which announcement was made on the date of this filing, in reliance on the instruction provided under Item 5.02(c) of Form 8-K.

Item 7.01. Regulation FD Disclosure

On March 28, 2017, the Company published a press release related to an amendment to the joint venture arrangement between Prairie Mines & Royalty ULC, a Canadian subsidiary of the Company, and Capital Power, a copy of which is furnished as Exhibit 99.4 to this Current Report on Form 8-K. The press release contained in Exhibit 99.4 is also posted on the Company's website at www.westmoreland.com.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.4) shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits

     (d)     Exhibits

Exhibit No.	Description
99.1	Press Release dated March 28, 2017
99.2	Investor Presentation dated March 28, 2017
99.3	Press Release announcing Mr. Kohn's appointment as Chief Financial Officer, dated March 28, 2017
99.4	Press Release announcing Capital Power transaction, dated March 28, 2017

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.

	WESTMORELAND COAL COMPANY
Date: March 28, 2017	By:	/s/ Jennifer S. Grafton
		Jennifer S. Grafton Chief Legal Officer, Chief Administrative Officer and Secretary

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated March 28, 2017
99.2	Investor Presentation dated March 28, 2017
99.3	Press Release announcing Mr. Kohn's appointment as Chief Financial Officer, dated March 28, 2017
99.4	Press Release announcing Capital Power transaction, dated March 28, 2017

EX-99.1

	News Release
Westmoreland Reports Fourth Quarter and Full Year 2016 Results; Generates Record Adjusted EBITDA and Free Cash Flow Provides 2017 Guidance

Englewood, CO – March 28, 2017 - Westmoreland Coal Company (Nasdaq:WLB) today reported its fourth quarter and full year 2016 financial results and provided its 2017 guidance.

2016 Results and Highlights:

Fourth Quarter:

• Revenues of $392.7 million from 15.0 million tons sold

• Net loss applicable to common shareholders of$7.6 million, or$0.41pershare

• Record high quarterly adjusted EBITDA of $89.1 million

Full Year:

• Revenues of $1.5 billion from 54.7 million tons sold

• Net loss applicable to common shareholders of$27.1 million, or$1.47per share,including a tax benefit

• Record high annual adjusted EBITDA of $271.9 million

• Cash flow provided by operating activities of $151.9 million

• Higher-than-expected free cash flow of $112.6 million

Westmoreland's Chief Executive Officer, Kevin Paprzycki, commented, “During 2016, we delivered on our two main commitments of maximizing free cash flow generation and reducing our debt position, which we achieved while reporting record adjusted EBITDA and free cash flow.  This is a direct result of the resiliency of our business model and outstanding performance by our operators, despite an otherwise challenging market environment. We also took steps to significantly reduce the cash burn from our non-core assets, Coal Valley and ROVA, and to position them such that we are more aggressively pursuing strategic alternatives.  As we look toward 2017, we remain focused on maximizing cash generation and strengthening our balance sheet, supported, in part, by the recent Capital Power prepayment, which provides additional financial flexibility to pursue our goals.”

Safety

Westmoreland’s commitment to safety in all aspects of its operations is again reflected in the safety metrics below.

	Year Ended December 31, 2016
	Reportable Rate		Lost Time Rate
U.S. Surface Operations	1.34		0.70
U.S. National Surface Average	1.44		0.96
Percentage	93	%	73	%
U.S. Underground Operations	3.23		2.09
U.S. National Underground Average	4.95		3.56
Percentage	65	%	59	%
Canadian Operations	2.82		0.89

1

Consolidated and Segment Results

Consolidated adjusted EBITDA for the fourth quarter was $89.1 million, an increase of 51% when compared with the fourth quarter of 2015. Consolidated adjusted EBITDA for 2016 was $271.9 million, an increase of 22% when compared to 2015. The acquisition of San Juan in the Coal - U.S. segment in early 2016 contributed meaningfully to an increase in consolidated adjusted EBITDA for both the fourth quarter and full year 2016. Increased revenue within the Coal - U.S. segment and solid execution on cost savings initiatives throughout the business, particularly within the Coal - U.S. and Coal - WMLP segments, also drove higher adjusted EBITDA in the fourth quarter and full year 2016. This was offset somewhat by lower net loan and lease receivable activity in the Coal - Canada segment. The restatement, described below, added consolidated adjusted EBITDA of $6.1 million to the full year 2016.

Cash Flow and Liquidity

Westmoreland’s free cash flow for 2016 was $112.6 million, driven by record adjusted EBITDA and successful working capital initiatives. Working capital added $30.1 million to free cash flow in 2016, of which $13.0 million was the direct result of the supply chain team's focus on inventory management. Also benefiting working capital was the timing of payables.

Free cash flow is the net of cash flow provided by operations of $151.9 million, less capital expenditures of $46.1 million, plus net cash collected under certain contracts for loan and lease receivables of $6.8 million. Included in cash flow provided by operations were cash uses for interest expense of $96.3 million and $32.5 million for asset retirement obligations.

During the year, Westmoreland added $37.1 million to its cash balances to end the year with cash on hand of $60.1 million. This cash increase was driven by free cash flow generation of $112.6 million; borrowings, net of repayments, of $49.9 million; and proceeds from asset sales of $7.7 million; partially offset by cash used for debt issuance of $8.8 million and net cash used to purchase San Juan of $121.0 million.

Gross debt plus capital lease obligations at December 31, 2016 totaled $1.1 billion. During 2016, repayments of long-term debt totaled $70.4 million. There was $36.3 million available to draw, net of letters of credit, on Westmoreland's revolving credit facility at December 31, 2016.

Restatement

On February 24, 2017, Westmoreland announced that it would restate its previously issued financial statements as a result of changes in accounting for its customer reclamation receivables. Westmoreland’s 2016 Form 10-K contains restated consolidated financial statements for the years ended December 31, 2015 and 2014, and all interim periods during 2016 and 2015.

2017 Full Year Guidance

Westmoreland’s 2017 Outlook is provided in the table below.

Commenting on the outlook for 2017, Mr. Paprzycki said, “Our 2017 outlook is similar to our 2016 expected performance as our resilient business model continues to yield consistent, predictable results.”

Key year-over-year changes impacting guidance include:

• Of the total $52 million payment related to the Genesee Mine, as announced previously, approximately $40 million is incremental to adjusted EBITDA and free cash flow in 2017 compared to the amount Westmoreland expected to receive in the normal course of business during 2017.

• Contract expirations (Jewett and Beulah), continued market softness in Ohio, a planned extended outage at a key customer, and a conservative view on weather resulting from the warm winter season thus far in 2017, are also expected to impact adjusted EBITDA, free cash flow and coal tons sold.

• Westmoreland expects to generate strong cash flow again this year. In addition to the payment from Capital Power, free cash flow is expected to benefit from positive working capital and breakeven cash flow at Coal Valley. Westmoreland also expects to receive nearly $10 million from the release of ROVA cash collateral, which is not part of the free cash flow calculation, but is available for use in de-levering and other corporate purposes.

2

Guidance Summary	2017
Coal tons sold	40 - 50 million tons
Adjusted EBITDA	$280 - $310 million
Free cash flow	$115 - $140 million
Capital expenditures	$40 - $50 million
Cash interest	Approximately $95 million

Notes

Westmoreland presents certain non-GAAP financial measures including adjusted EBITDA and free cash flow that management believes provide meaningful supplemental information and provide meaningful comparability to prior periods. Reconciliations of non-GAAP to GAAP measures are presented in the accompanying tables.

Conference Call

Westmoreland Coal Company will host its earnings conference call on March 28, 2017, at 4:30 p.m. Eastern Time. A presentation, which will be reviewed during the call, will also be available at www.westmoreland.com.

Participants may join the call using the numbers below:

Toll Free:         1-844-WCC-COAL (844-922-2625)

International:         1-201-689-8584

Webcast:        www.westmoreland.com/investors/investor-webcasts

A replay of the teleconference will be available until April 11, 2017 and can be accessed using the numbers below:

Replay:             1-877-481-4010 or 1-919-882-2331

Replay ID:         10238

Webcast:        www.westmoreland.com/investors/investor-webcasts

About Westmoreland Coal Company

Westmoreland Coal Company is the oldest independent coal company in the United States. Westmoreland’s coal operations include surface coal mines in the United States and Canada, underground coal mines in Ohio and New Mexico, a char production facility, and a 50% interest in an activated carbon plant. Westmoreland also owns the general partner of and a majority interest in Westmoreland Resource Partners, LP, a publicly traded coal master limited partnership (NYSE:WMLP). Its power operations include ownership of the two-unit ROVA coal-fired power plants in North Carolina. For more information, visit www.westmoreland.com.

For further information please contact:

Gary Kohn, Chief Financial Officer

1-720-354-4467

gkohn@westmoreland.com

3

Cautionary Note Regarding Forward-Looking Statements

Forward-looking statements are based on Westmoreland’s current expectations and assumptions regarding its business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. Westmoreland cautions you against relying on any of these forward-looking statements. They are statements neither of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual results to differ materially from those in the forward-looking statements include political, economic, business, competitive, market, weather and regulatory conditions.

Any forward-looking statements made by Westmoreland in this news release speak only as of the date on which it was made. Westmoreland undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.

4

Westmoreland Coal Company and Subsidiaries

Summary Consolidated and Operating Segment Data (Unaudited)

	Three Months Ended December 31,
							Increase / (Decrease)
	2016			2015 (As Restated)			$			%
	(In thousands, except tons sold data)
Westmoreland Consolidated
Revenues	$	392,737		$	341,664		$	51,073		14.9	%
Operating income (loss)	22,641			(121,621		)	144,262			*
Adjusted EBITDA	89,115			59,205			29,910			50.5	%
Tons sold - millions of equivalent tons	15.0			12.6			2.4			19.0	%
Coal - U.S.
Revenues	$	173,027		$	125,593		$	47,434		37.8	%
Operating income (loss)	(25,537		)	2,483			(28,020		)	*
Adjusted EBITDA	37,347			19,918			17,429			87.5	%
Tons sold - millions of equivalent tons	6.8			5.3			1.5			28.3	%
Coal - Canada
Revenues	$	116,257		$	113,290		$	2,967		2.6	%
Operating income	18,184			16,531			1,653			10.0	%
Adjusted EBITDA	32,181			28,676			3,505			12.2	%
Tons sold - millions of equivalent tons	6.3			5.4			0.9			16.7	%
Coal - WMLP
Revenues	$	86,072		$	87,697		$	(1,625	)	(1.9	)%
Operating income	6,376			940			5,436			578.3	%
Adjusted EBITDA	21,044			15,535			5,509			35.5	%
Tons sold - millions of equivalent tons	1.9			1.9			—			—	%
Power
Revenues	$	21,084		$	20,422		$	662		3.2	%
Operating income (loss)	32,301			(130,274		)	162,575			*
Adjusted EBITDA	5,854			3,895			1,959			50.3	%

* Not meaningful

5

Westmoreland Coal Company and Subsidiaries

Summary Consolidated and Operating Segment Data (Unaudited)

	Years Ended December 31,
							Increase / (Decrease)
	2016			2015 (As Restated)			$			%
	(In thousands, except tons sold data)
Westmoreland Consolidated
Revenues	$	1,477,960		$	1,419,518		$	58,442		4.1	%
Operating income (loss)	38,130			(145,696		)	183,826			*
Adjusted EBITDA	271,855			222,832			49,023			22.0	%
Tons sold - millions of equivalent tons	54.7			53.3			1.4			2.6	%
Coal - U.S.
Revenues	$	651,713		$	552,745		$	98,968		17.9	%
Operating income (loss)	(8,063		)	2,213			(10,276		)	*
Adjusted EBITDA	126,563			77,135			49,428			64.1	%
Tons sold - millions of equivalent tons	24.1			22.5			1.6			7.1	%
Coal - Canada
Revenues	$	415,593		$	430,416		$	(14,823	)	(3.4	)%
Operating income	39,104			36,830			2,274			6.2	%
Adjusted EBITDA	88,423			105,744			(17,321		)	(16.4	)%
Tons sold - millions of equivalent tons	22.8			22.9			(0.1		)	(0.4	)%
Coal - WMLP
Revenues	$	349,341		$	388,605		$	(39,264	)	(10.1	)%
Operating income (loss)	8,873			(5,211		)	14,084			*
Adjusted EBITDA	79,303			66,134			13,169			19.9	%
Tons sold - millions of equivalent tons	7.8			7.9			(0.1		)	(1.3	)%
Power
Revenues	$	86,578		$	84,423		$	2,155		2.6	%
Operating income (loss)	28,535			(146,868		)	175,403			*
Adjusted EBITDA	3,626			743			2,883			388.0	%

* Not meaningful

6

Westmoreland Coal Company and Subsidiaries

Consolidated Statements of Operations (Unaudited)

	Three Months Ended December 31,						Years Ended December 31,
	2016			2015 (As Restated)			2016			2015 (As Restated)
	(In thousands, except per share data)						(In thousands, except per share data)
Revenues	$	392,737		$	341,664		$	1,477,960		$	1,419,518
Cost, expenses and other:
Cost of sales	291,952			271,167			1,156,687			1,175,849
Depreciation, depletion and amortization	72,170			26,848			185,267			140,328
Selling and administrative	27,893			24,189			108,560			95,554
Heritage health benefit expenses	2,275			6,551			11,777			14,573
Loss (gain) on sales of assets	245			2,718			(1,124		)	4,866
Loss on impairment	—			136,210			—			136,210
Restructuring charges	—			—			—			656
Derivative (gain) loss	(26,219		)	(1,130		)	(24,055		)	5,587
Income from equity affiliates	(1,464		)	(1,268		)	(5,591		)	(5,409		)
Other operating loss (income)	3,244			(2,000		)	8,309			(3,000		)
	370,096			463,285			1,439,830			1,565,214
Operating income (loss)	22,641			(121,621		)	38,130			(145,696		)
Other income (expense):
Interest expense	(31,150		)	(26,597		)	(121,819		)	(101,311		)
Loss on extinguishment of debt	—			—			—			(5,385		)
Interest income	1,914			1,731			7,435			7,993
Gain (loss) on foreign exchange	816			1,200			(715		)	3,674
Other (expense) income	(397		)	658			38			1,740
	(28,817		)	(23,008		)	(115,061		)	(93,289		)
Loss before income taxes	(6,176		)	(144,629		)	(76,931		)	(238,985		)
Income tax expense (benefit)	1,601			(33,848		)	(48,059		)	(19,890		)
Net loss	(7,777		)	(110,781		)	(28,872		)	(219,095		)
Less net loss attributable to noncontrolling interest	(226		)	(603		)	(1,771		)	(5,453		)
Net loss attributable to the Parent company	(7,551		)	(110,178		)	(27,101		)	(213,642		)
Less preferred stock dividend requirements	—			3			—			3
Net loss applicable to common shareholders	$	(7,551	)	$	(110,181	)	$	(27,101	)	$	(213,645	)
Net loss per share applicable to common shareholders:
Basic and diluted	$	(0.41	)	$	(6.10	)	$	(1.47	)	$	(11.93	)
Weighted average number of common shares outstanding:
Basic and diluted	18,571			18,062			18,486			17,905

7

Westmoreland Coal Company and Subsidiaries

Consolidated Balance Sheets (Unaudited)

	December 31, 2016		December 31, 2015 (As Restated)
	(In thousands)
Assets
Current assets:
Cash and cash equivalents	$	60,082	$	22,936
Receivables:
Trade	140,731		134,141
Loan and lease receivables	5,867		6,157
Other	13,261		11,627
	159,859		151,925
Inventories	125,515		122,156
Other current assets	32,258		16,103
Total current assets	377,714		313,120
Property, plant and equipment:
Land and mineral rights	744,253		576,313
Plant and equipment	873,685		790,677
	1,617,938		1,366,990
Less accumulated depreciation, depletion and amortization	782,417		620,148
Net property, plant and equipment	835,521		746,842
Loan and lease receivables	44,474		49,313
Advanced coal royalties	18,722		19,781
Reclamation deposits	74,362		77,364
Restricted investments and bond collateral	144,913		140,807
Investment in joint venture	26,951		27,374
Intangible assets, net of accumulated amortization of $4.6 million and $15.9 million at December 31, 2016 and December 31, 2015, respectively	28,199		29,190
Other assets	34,053		12,188
Total Assets	$	1,584,909	$	1,415,979

8

Westmoreland Coal Company and Subsidiaries

Consolidated Balance Sheets (Continued) (Unaudited)

	December 31, 2016			December 31, 2015 (As Restated)
	(In thousands)
Liabilities and Shareholders’ Deficit
Current liabilities:
Current installments of long-term debt	$	86,272		$	38,852
Revolving lines of credit	—			1,970
Accounts payable and accrued expenses:
Trade and other accrued liabilities	142,233			109,985
Interest payable	22,458			15,527
Production taxes	44,995			46,895
Postretirement medical benefits	14,892			13,855
Deferred revenue	15,253			10,715
Asset retirement obligations	32,207			40,571
Other current liabilities	20,964			31,056
Total current liabilities	379,274			309,426
Long-term debt, less current installments	1,022,794			979,357
Workers’ compensation, less current portion	4,499			5,068
Excess of black lung benefit obligation over trust assets	17,594			17,220
Postretirement medical costs, less current portion	308,709			285,518
Pension and SERP obligations, less current portion	43,982			44,808
Deferred revenue, less current portion	16,251			24,613
Asset retirement obligations, less current portion	451,834			379,192
Intangible liabilities, net of accumulated amortization of $10.8 million at December 31, 2016 and $9.8 million at December 31, 2015, respectively	2,402			3,470
Other liabilities	27,687			30,208
Total liabilities	2,275,026			2,078,880
Shareholders’ deficit:
Common stock of $0.01 par value
Authorized 30,000,000 shares; Issued and outstanding 18,570,642 shares at December 31, 2016 and 18,162,148 shares at December 31, 2015, respectively	186			182
Other paid-in capital	248,143			240,721
Accumulated other comprehensive loss	(179,072		)	(174,270		)
Accumulated deficit	(757,367		)	(730,266		)
Total shareholders’ deficit	(688,110		)	(663,633		)
Noncontrolling interests in consolidated subsidiaries	(2,007		)	732
Total deficit	(690,117		)	(662,901		)
Total Liabilities and Deficit	$	1,584,909		$	1,415,979

9

Westmoreland Coal Company and Subsidiaries

Consolidated Statements of Cash Flows (Unaudited)

	Years Ended December 31,
	2016			2015 (As Restated)
	(In thousands)
Cash flows from operating activities:
Net loss	$	(28,872	)	$	(219,095	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation, depletion and amortization	185,267			140,328
Accretion of asset retirement obligation	40,423			38,892
Share-based compensation	7,584			7,748
Non-cash interest expense	9,215			6,857
Amortization of deferred financing costs	11,537			10,601
Loss on extinguishment of debt	—			4,445
(Gain) loss on derivative instruments	(24,055		)	5,587
Loss (gain) on foreign exchange	715			(3,674		)
Loss on impairment	—			136,210
Income from equity affiliates	(5,591		)	(5,409		)
Distributions from equity affiliates	6,914			7,057
Deferred income taxes benefit	(46,142		)	(17,961		)
Other	(2,705		)	(146		)
Changes in operating assets and liabilities:
Receivables	(4,430		)	1,987
Inventories	13,033			1,800
Accounts payable and accrued expenses	10,505			(5,447		)
Interest payable	5,131			(5,569		)
Deferred revenue	(7,370		)	(13,094		)
Other assets and liabilities	13,227			(19,613		)
Asset retirement obligations	(32,452		)	(25,942		)
Net cash provided by operating activities	151,934			45,562
Cash flows from investing activities:
Additions to property, plant and equipment	(46,132		)	(77,921		)
Change in restricted investments	(1,238		)	(28,670		)
Cash payments in escrow for future acquisitions	—			34,000
Cash payments related to acquisitions and other	(120,992		)	(32,529		)
Cash acquired related to acquisition, net	—			2,780
Proceeds from sales of assets	7,695			2,224
Proceeds from the sale of restricted investments	—			15,532
Receipts from loan and lease receivables	8,987			21,954
Payments related to loan and lease receivables	(2,164		)	(5,654		)
Other	(1,850		)	(2,517		)
Net cash used in investing activities	(155,694		)	(70,801		)
Cash flows from financing activities:
Borrowings from long-term debt, net of debt discount	122,250			199,359
Repayments of long-term debt	(70,370		)	(148,071		)
Borrowings on revolving lines of credit	423,500			201,746
Repayments on revolving lines of credit	(425,500		)	(209,351		)
Debt issuance costs and other refinancing costs	(8,784		)	(8,132		)
Proceeds from issuance of common shares	—			—
Other	(974		)	1,172
Net cash provided by financing activities	40,122			36,723
Effect of exchange rate changes on cash	784			(2,806		)
Net increase in cash and cash equivalents	37,146			8,678
Cash and cash equivalents, beginning of year	22,936			14,258
Cash and cash equivalents, end of year	$	60,082		$	22,936
Supplemental disclosures of cash flow information:
Cash paid for interest	$	96,290		$	72,972
Cash paid for income taxes	1,316			434
Non-cash transactions:
Accrued purchases of property and equipment	6,496			3,766
Capital leases and other financing sources	27,355			15,232

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Westmoreland Coal Company and Subsidiaries

Non-GAAP Reconciliations (Unaudited)

The tables below show how the Company calculates and reconciles to the most directly comparable GAAP financial measures EBITDA, Adjusted EBITDA (including a breakdown by segment), and free cash flow.

EBITDA, Adjusted EBITDA, and free cash flow are supplemental measures of financial performance that are not required by, or presented in accordance with, GAAP. EBITDA, Adjusted EBITDA, and free cash flow are included in this news release because they are key metrics used by management to assess Westmoreland’s operating performance and as a basis for strategic planning and forecasting. Westmoreland believes that EBITDA, Adjusted EBITDA, and free cash flow are useful to an investor in evaluating the Company’s operating performance because these measures:

• are used widely by investors to measure a company’s operating performance without regard to items excluded from the calculation of such terms, which can vary substantially from company to company depending upon accounting methods and book value of assets, capital structure and the method by which assets were acquired, among other factors;

• are used by rating agencies, lenders and other parties to evaluate creditworthiness; and

• help investors to more meaningfully evaluate and compare the results of Westmoreland’s operations from period to period by removing the effect of the Company’s capital structure and asset base from the Company’s operating results.

Neither EBITDA, Adjusted EBITDA, nor free cash flow are measures calculated in accordance with GAAP. The items excluded from EBITDA, Adjusted EBITDA, and free cash flow are significant in assessing Westmoreland’s operating results. EBITDA, Adjusted EBITDA, and free cash flow have limitations as analytical tools, and should not be considered in isolation from, or as a substitute for, analysis of the Company’s results as reported under GAAP.

Other companies in Westmoreland’s industry and in other industries may calculate EBITDA, Adjusted EBITDA, and free cash flow differently from the way that Westmoreland does, limiting their usefulness as comparative measures. Because of these limitations, EBITDA, Adjusted EBITDA, and free cash flow should not be considered as measures of discretionary cash available to the Company to invest in the growth of its business. Westmoreland compensates for these limitations by relying primarily on its GAAP results and using EBITDA, Adjusted EBITDA, and free cash flow only as supplemental data.

EBITDA and Adjusted EBITDA

EBITDA (earnings before interest expense, interest income, income taxes, depreciation, depletion, amortization and accretion expense) and Adjusted EBITDA are non-GAAP measures that do not reflect the Company’s cash expenditures, or future requirements for capital and major maintenance expenditures or contractual commitments; do not reflect income tax expenses or the cash requirements necessary to pay income taxes; do not reflect changes in, or cash requirements for, the Company’s working capital needs; and do not reflect the significant interest expense, or the cash requirements necessary to service interest or principal payments, on certain of the Company’s debt obligations. In addition, although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future and EBITDA and Adjusted EBITDA do not reflect any cash requirements for such replacements. Westmoreland considers Adjusted EBITDA to be useful because it reflects operating performance before the effects of certain non-cash items and other items that it believes are not indicative of core operations. The Company uses Adjusted EBITDA to assess operating performance.

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	Three Months Ended December 31,						Years Ended December 31,
	2016			2015 (As Restated)			2016			2015 (As Restated)
	(In thousands)
Adjusted EBITDA by Segment
Coal - U.S.	$	37,347		$	19,918		$	126,563		$	77,135
Coal - Canada	32,181			28,676			88,423			105,744
Coal - WMLP	21,044			15,535			79,303			66,134
Power	5,854			3,895			3,626			743
Heritage	(3,083		)	(6,897		)	(13,409		)	(15,596		)
Corporate	(4,228		)	(1,922		)	(12,651		)	(11,328		)
Total	$	89,115		$	59,205		$	271,855		$	222,832

	Three Months Ended December 31,						Year Ended December 31,
	2016			2015 (As Restated)			2016			2015 (As Restated)
	(In thousands)
Reconciliation of Net Loss to Adjusted EBITDA
Net loss	$	(7,777	)	$	(110,781	)	$	(28,872	)	$	(219,095	)
Income tax expense (benefit)	1,601			(33,848		)	(48,059		)	(19,890		)
Interest income	(1,914		)	(1,731		)	(7,435		)	(7,993		)
Interest expense	31,150			26,597			121,819			101,311
Depreciation, depletion and amortization	72,170			26,848			185,267			140,328
Accretion of ARO	10,193			9,630			40,423			38,892
Amortization of intangible assets and liabilities	(158		)	(254		)	(810		)	(1,010		)
EBITDA	$	105,265		$	(83,539	)	$	262,333		$	32,543
Restructuring charges	—			—			—			656
(Gain) loss on foreign exchange	(816		)	(1,200		)	715			(3,674		)
Loss on impairment	—			136,210			—			136,210
Loss on extinguishment of debt	—			—			—			5,385
Acquisition-related costs (1)	—			1,489			568			5,959
Customer payments received under loan and lease receivables (2)	5,095			2,876			13,064			27,128
Derivative loss (gain)	(26,219		)	(1,130		)	(24,055		)	5,587
Loss on sale/disposal of assets and other adjustments	4,131			2,339			11,646			5,290
Share-based compensation	1,659			2,160			7,584			7,748
Adjusted EBITDA	$	89,115		$	59,205		$	271,855		$	222,832

_________________

⁽¹⁾  Includes the impact of cost of sales related to the sale of inventory written up to fair value in the acquisition of Westmoreland Resources GP, LLC, the general partner of WMLP.

⁽²⁾  Represents a return of and on capital. These amounts are not included in operating income or operating cash flows, as the capital outlays are treated as loan and lease receivables but are included within Adjusted EBITDA so that the cash received by the Company is treated consistently with all other contracts within the Company that do not result in loan and lease receivable accounting.

Free Cash Flow

Free cash flow represents net cash provided by (used in) operating activities less additions to property, plant and equipment (“CAPEX” or “capital expenditures”) plus net customer payments received under loan and lease receivables. Free cash flow is

12

a non-GAAP measure and should not be considered as an alternative to cash and cash equivalents, cash flow from operations, cash flow from investing activities, cash flow from financing activities, net income (loss) or any other measure of performance presented in accordance with GAAP. Free cash flow is intended to represent cash flow available to satisfy our debts, after giving consideration to those expenses required to maintain our assets and infrastructure. Accordingly, although free cash flow is not a measure of performance calculated in accordance with GAAP, the Company believes free cash flow is useful to investors because it allows analysts and others in the industry to assess performance, liquidity and ability to satisfy debt requirements.

Reconciliation of Net Cash Provided by Operating Activities to Free Cash Flow	Years Ended December 31,
	2016			2015 (As Restated)
	(In thousands)
Net cash provided by operating activities	$	151,934		$	45,562
Less cash paid for property, plant and equipment	(46,132		)	(77,921		)
Plus net customer payments received under loan and lease receivables	6,823			16,300
Free cash flow	$	112,625		$	(16,059	)

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EX-99.3

News Release

Westmoreland Appoints Gary Kohn as Chief Financial Officer

Englewood, CO – March 28, 2017 –Westmoreland Coal Company (Nasdaq:WLB) today announced that Gary Kohn has been promoted to Chief Financial Officer effective March 6, 2017. Kohn has been serving as interim Chief Financial Officer since November 2016.

“I am thrilled to welcome Gary into the CFO role on a permanent basis,” said Kevin Paprzycki, Westmoreland’s Chief Executive Officer. “Gary’s demonstrated leadership, strong execution and clear understanding of Westmoreland’s goals and culture have been instrumental to the success of the team since he stepped into the interim role in November. I am confident in his ability to make an immediate positive impact in this new role.”

Kohn joined Westmoreland in April 2016 and served as Vice President of Investor Relations and Treasurer until his promotion to Interim Chief Financial Officer in November 2016. Prior to joining Westmoreland, Kohn served in leadership roles in investor relations, treasury and finance at companies including First Data, Western Union, Ciber, and Intrepid Potash. Kohn received his B.S. in Accounting from the University of Northern Colorado in 1988 and was a licensed Certified Public Accountant from 1989 through 2000.

About Westmoreland Coal Company

Westmoreland Coal Company is the oldest independent coal company in the United States.  Westmoreland’s coal operations include surface coal mines in the United States and Canada, underground coal mines in Ohio and New Mexico, a char production facility, and a 50% interest in an activated carbon plant.  Westmoreland also owns the general partner of and a majority interest in Westmoreland Resource Partners, LP, a publicly-traded coal master limited partnership (NYSE:WMLP).  Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina.  For more information, visit www.westmoreland.com.

For further information please contact

Gary Kohn

Chief Financial Officer

1-720-354-4467

GKohn@westmoreland.com

EX-99.4

News Release

Westmoreland Receives $52 Million

Early Repayment of Genesee Mine Receivable

Englewood, CO – March 28, 2017 –Westmoreland Coal Company (Nasdaq:WLB) today announced that Capital Power (TSX:CPX) (“Capital Power”), Westmoreland’s joint-venture partner in the Genesee Mine, has paid Westmoreland $52 million, representing an accelerated repayment of all receivables that would otherwise have been due with respect to capital expenditures during the term of the joint venture arrangement.

“The early repayment of this receivable is a positive for us. We have the opportunity to deploy this cash strategically as part of our goal to improve liquidity and lower our leverage, and it provides greater protection with respect to the risks presented by Alberta’s recent decisions regarding coal use. With this payment, we have fully recovered our capital investments at the mine,” said Kevin Paprzycki, Westmoreland’s Chief Executive Officer.

In operating the Genesee Mine, Westmoreland initially made 50% of the capital expenditures and was subsequently reimbursed over time by Capital Power. Westmoreland also charges a contract mining fee to run the operations. While the receivable for capital expenditures has been paid in full early, Westmoreland will continue to receive the contract mining fees of between $2 million to $3 million annually until the projected termination of operations at the mine in 2030. Going forward, Capital Power will be solely responsible for capital expenditures at the mine.

About Westmoreland Coal Company

Westmoreland Coal Company is the oldest independent coal company in the United States.  Westmoreland’s coal operations include surface coal mines in the United States and Canada, underground coal mines in Ohio and New Mexico, a char production facility, and a 50% interest in an activated carbon plant.  Westmoreland also owns the general partner of and a majority interest in Westmoreland Resource Partners, LP, a publicly-traded coal master limited partnership (NYSE:WMLP).  Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina.  For more information, visit www.westmoreland.com.

For further information please contact

Gary Kohn

Chief Financial Officer

1-720-354-4467

gkohn@westmoreland.com

Cautionary Note Regarding Forward-Looking Statements

Forward-looking statements are based on Westmoreland’s current expectations and assumptions regarding its business, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict. Actual results may differ materially from those contemplated by the forward-looking statements. Westmoreland cautions you against relying on any of these forward-looking statements. They are statements neither of historical fact nor guarantees or assurances of future performance. Important factors that could cause actual

results to differ materially from those in the forward-looking statements include political, economic, business, competitive, market, weather and regulatory conditions.

Any forward-looking statements made by Westmoreland in this news release speak only as of the date on which it was made. Westmoreland undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future developments or otherwise, except as may be required by law.