8-K

UNITED STATESSECURITIES 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): July 28, 2011

_________________

CLEARWATER PAPER CORPORATION
(Exact name of registrant as specified in its charter)

_________________

Delaware
(State or other jurisdiction
of incorporation) 001-34146 (Commission File Number) 20-3594554 (IRS Employer
Identification No.)

601 West Riverside Ave., Suite 1100
Spokane, WA	99201
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (509) 344-5900

_________________

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:

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

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

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

[  ]      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 July 28, 2011, Clearwater Paper Corporation (the “Company”) announced its results of operations and financial condition for the second quarter ending June 30, 2011.  The press release containing this announcement is furnished as Exhibit 99.1 hereto.

The information in Item 2.02 of this Form 8-K and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.  

Item 8.01 Other Events.

On July 28, 2011, the Company announced that its Board of Directors had approved a two-for-one stock split of the Company’s common stock in the form of a stock dividend of one share for each outstanding share.  On August 26, 2011, each shareholder of record at the close of business on August 12, 2011, will receive one additional share of common stock for each share of common stock held on the record date.

Also on July 28, 2011, the Company announced that its Board of Directors had authorized the repurchase of up to $30 million of the Company’s common stock from time to time.  

A copy of the press release announcing the stock split and the stock repurchase program, which contains additional information, is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d)	Exhibits
99.1	Press release issued by Clearwater Paper Corporation, dated July 28, 2011:
	CLEARWATER PAPER REPORTS SECOND QUARTER 2011 RESULTS
99.2	Press release issued by Clearwater Paper Corporation, dated July 28, 2011:
	CLEARWATER PAPER BOARD OF DIRECTORS ANNOUNCES 2-FOR-1 STOCK SPLIT AND STOCK REPURCHASE PROGRAM

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 hereunto duly authorized.

Date:	July 28, 2011
			CLEARWATER PAPER CORPORATION
		By:		/s/ Michael S. Gadd
				Michael S. Gadd, Corporate Secretary

EXHIBIT INDEX

Exhibit	Description
99.1	Press release issued by Clearwater Paper Corporation, dated July 28, 2011:
	CLEARWATER PAPER REPORTS SECOND QUARTER 2011 RESULTS
99.2	Press release issued by Clearwater Paper Corporation, dated July 28, 2011:
	CLEARWATER PAPER BOARD OF DIRECTORS ANNOUNCES 2-FOR-1 STOCK SPLIT AND STOCK REPURCHASE PROGRAM

EX-99.1

Exhibit 99.1

Clearwater Paper Reports Second Quarter 2011 Results

SPOKANE, Wash.--(BUSINESS WIRE)--July 28, 2011--Clearwater Paper Corporation (NYSE:CLW) today reported financial results for the second quarter of 2011.

The company reported net earnings of $13.9 million, or $1.17 per diluted share, for the second quarter of 2011, compared to net earnings of $20.6 million, or $1.75 per diluted share, for the second quarter of 2010. The second quarter 2011 earnings before interest, taxes, depreciation and amortization, or EBITDA, was $52.4 million, compared to $49.2 million in the second quarter of 2010. EBITDA in the second quarter of 2011 includes $9.1 million of Cellu Tissue integration-related expenses and tissue expansion costs related to Shelby.

Clearwater Paper acquired Cellu Tissue Holdings, Inc. on December 27, 2010. The second quarter of 2011 includes Cellu Tissue’s results, which is the primary reason for many of the variances on a year-over-year basis.

“Second quarter results were solid after considering the significant cost pressures for many of our inputs,” said Gordon Jones, chairman, president and chief executive officer. “We continue to make good progress on integrating Cellu Tissue and on increasing the value we expect this acquisition to bring to Clearwater Paper. As a result, we are pleased to increase our estimated net annual synergies from $15-$20 million to $35-$40 million, expected to be achieved by the end of 2012.

“Additionally, we recently celebrated the grand opening of our converting and distribution facility at Shelby, North Carolina, with the start-up of the first two converting lines,” added Jones.

The company also separately announced today a 2-for-1 stock split in the form of a stock dividend and the Board of Director’s approval of a $30 million stock repurchase program.

SECOND QUARTER 2011 SEGMENT PERFORMANCE

Consumer Products

Net sales in the Consumer Products segment were $269.1 million for the second quarter of 2011, as compared to second quarter 2010 net sales of $145.4 million. The increase in net sales was primarily attributable to the inclusion of Cellu Tissue's operating results for the full quarter. Operating income for the second quarter of 2011 was $6.9 million, compared with operating income of $25.6 million for the second quarter of 2010. The decrease in operating income was primarily the result of increased operating costs, including $9.1 million of integration-related expenses and Shelby expansion costs, as well as $1.1 million in depreciation and amortization expense associated with acquisition accounting.

• Tissue volume increased to 128,762 tons in the second quarter of 2011, as compared to 55,486 tons in the second quarter of 2010, with the increase primarily attributable to the addition of Cellu Tissue volumes. Including Cellu Tissue in our second quarter 2010 results would have resulted in pro forma volume of 138,065 tons. The decrease in pro forma tons sold by the combined company was primarily due to converting more parent rolls into finished cases, which results in a yield loss associated with the process of manufacturing finished cases.
• Net selling prices decreased to $2,088 per ton in the second quarter of 2011 versus $2,620 in the second quarter of 2010, due primarily to the inclusion of Cellu Tissue products in the total product mix for the 2011 period. Cellu Tissue’s operations had a broader range of products and tissue grades than the legacy Clearwater Paper facilities. On a pro forma basis, net selling prices were $2,026 in the second quarter of 2010.
• Operating costs were comparatively higher in all categories as a result of the inclusion of Cellu Tissue’s operations in our results. Cost increases that had the biggest impact on the decline in operating income were salaries and wages associated with our Shelby expansion, relocation and severance costs associated with the acquisition of Cellu Tissue and retroactive pay related to labor contracts. In addition, we saw higher costs in packaging supplies, transportation due to higher oil prices, pulp, depreciation and amortization due to acquisition accounting and additional repair and maintenance expense associated with the Cellu Tissue facilities.

Pulp and Paperboard

Net sales of $225.5 million for the second quarter of 2011 were up 13.6%, compared to second quarter 2010 net sales of $198.5 million. Operating income for the quarter rose to $34.5 million, compared to $22.7 million for the second quarter of 2010.

• Higher net sales for the quarter were driven by a 10.4% increase in paperboard pricing and a 7.3% increase in paperboard volumes to 201,991 tons, compared to the second quarter of 2010.
• The increase in net sales was partially offset by an 8.4% decline in external pulp pricing to $718 per ton and a 16.3% decline in external pulp volumes to 11,140 tons, largely due to increased internal consumption of pulp.
• No major maintenance expense was included in either second quarter 2011 or 2010.

Taxes

The actual income tax rate for the second quarter of 2011 was 38.3%, compared to an actual rate of 38.0% for the second quarter of 2010. The estimated annual effective tax rate for 2011, without discrete items, is expected to be approximately 35.2%.

Note Regarding Use of Non-GAAP Financial Measure

In this press release, the company presents its results for the second quarter of 2011 and 2010, including EBITDA. The EBITDA amounts are not in accordance with generally accepted accounting principles (GAAP) and accordingly a reconciliation of EBITDA to net earnings determined in accordance with GAAP is included at the end of this press release.

CONFERENCE CALL INFORMATION

A live audio webcast and conference call will be held today, Thursday, July 28, 2011 at 8 a.m. Pacific time (11 a.m. Eastern time). Investors may access the conference call by dialing 877-303-9241 (for U.S./Canada investors) or 760-666-3575 (for international investors). The audio webcast may be accessed on the company's website at http://ir.clearwaterpaper.com/events.cfm. An accompanying presentation including supplemental information will be available for downloading at the same site at 7 a.m. Pacific time (10:00 a.m. Eastern time). The webcast will be audio only. Investors are recommended to download the accompanying presentation prior to the call.

For those unable to participate in the call, an archived recording will be available through the Clearwater Paper Corporation website www.clearwaterpaper.com under "Investor Relations" following the conference call.

ABOUT CLEARWATER PAPER

Clearwater Paper manufactures quality consumer tissue, away-from-home tissue, parent roll tissue, machine glazed tissue, bleached paperboard, pulp and wood products at 15 manufacturing locations in the U.S. and Canada. The company is a premier supplier of private label tissue to major retailers and wholesale distributors, which include grocery, drug, mass merchants and discount stores. The company also produces bleached paperboard used by quality-conscious printers and packaging converters. Clearwater Paper's more than 4,000 employees build shareholder value by developing strong customer partnerships through quality and service.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the integration of Cellu Tissue, our estimated net annual synergies relating to the acquisition of Cellu Tissue, the stock split, the stock repurchase program, expected results and the company’s estimated tax rate. These forward-looking statements are based on current expectations, estimates, assumptions and projections that are subject to change, and actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, fluctuations and volatility in the company’s stock price; risks and uncertainties arising from difficulties with the integration process or the realization of the benefits expected from the acquisition of Cellu Tissue; the company's ability to complete its new facilities; customers' product preferences; market acceptance of product price increases and competitive pricing pressure for the company's products; changes in the United States and international economies; changes in raw material and energy costs; cyclical industry conditions; loss of a large customer; changes in the Alternative Fuel Mixture Tax Credit or Cellulosic Biofuel Producer Credit regulations and the company's eligibility for such tax credits; changes in transportation costs and disruptions in transportation services; unanticipated manufacturing disruptions; changes in general and industry-specific laws and regulations; unforeseen environmental liabilities or expenditures; labor disruptions; and other risks and uncertainties described from time to time in the company's public filings with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this press release and the company does not undertake to update any forward-looking statements.

Clearwater Paper Corporation
Condensed Consolidated Statements of Operations
Unaudited (Dollars in thousands - except per-share amounts)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
		2011			2010			2011			2010
Net sales	$	494,627	100%	$	343,860	100%	$	960,457	100%	$	674,481	100%
Costs and expenses:
Cost of sales		(433,358)	88%		(286,415)	83%		(848,278)	88%		(588,379)	87%
Selling, general and administrative expenses		(27,476)	6%		(20,145)	6%		(54,840)	6%		(38,238)	6%
Total operating costs and expenses		(460,834)	93%		(306,560)	89%		(903,118)	94%		(626,617)	93%
Income from operations		33,793	7%		37,300	11%		57,339	6%		47,864	7%
Interest expense, net		(10,992)	2%		(4,132)	1%		(22,325)	2%		(8,417)	1%
Other, net		(229)			-			(705)			-
Earnings before income taxes		22,572	5%		33,168	10%		34,309	4%		39,447	6%
Income tax provision		(8,649)	2%		(12,600)	4%		(14,782)	2%		(18,421)	3%
Net earnings	$	13,923	3%	$	20,568	6%	$	19,527	2%	$	21,026	3%
Net earnings per common share:
Basic	$	1.21		$	1.79		$	1.70		$	1.83
Diluted		1.17			1.75			1.65			1.78
Average shares outstanding (in thousands):
Basic		11,519			11,478			11,516			11,468
Diluted		11,854			11,777			11,855			11,786

Clearwater Paper Corporation
Condensed Consolidated Balance Sheets
Unaudited (Dollars in thousands)
	June 30,			December 31,
		2011			2010
ASSETS
Current assets:
Cash	$	34,476		$	18,928
Restricted cash		1,656			3,637
Short-term investments		92,000			126,095
Receivables, net		182,002			153,335
Taxes receivable		12,157			10,354
Inventories		223,604			228,321
Deferred tax assets		40,915			37,374
Prepaid expenses		9,177			11,415
Total current assets		595,987			589,459
Property, plant and equipment, net		696,836			654,456
Goodwill		229,533			229,533
Intangible assets, net		53,000			56,400
Other assets		13,505			15,488
	$	1,588,861		$	1,545,336
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	183,226		$	184,604
Current liability for pensions and other postretirement employee benefits		9,749			9,749
Current portion of long-term debt		15,215			760
Total current liabilities		208,190			195,113
Long-term debt, net of current portion		523,583			538,314
Liability for pensions and other postretirement employee benefits		180,405			187,116
Other long-term obligations		35,133			23,369
Accrued taxes		73,373			72,011
Deferred tax liabilities		75,454			61,064
Accumulated other comprehensive loss, net of tax		(94,806	)		(98,352	)
Stockholders' equity, excluding accumulated other comprehensive loss, net of tax		587,529			566,701
	$	1,588,861		$	1,545,336

Clearwater Paper Corporation
Segment Information
Unaudited (Dollars in thousands)
	Three Months Ended										Six Months Ended
	June 30,										June 30,
		2011					2010 (1)					2011					2010 (1)
Segment net sales:
Consumer Products	$	269,118		54	%	$	145,373		42	%	$	538,370		56	%	$	283,196		42	%
Pulp and Paperboard		225,509		46	%		198,487		58	%		422,087		44	%		391,285		58	%
Total segment net sales	$	494,627		100	%	$	343,860		100	%	$	960,457		100	%	$	674,481		100	%
Operating income (loss):
Consumer Products	$	6,868		20	%	$	25,643		69	%	$	20,683		36	%	$	51,630		108	%
Pulp and Paperboard		34,456		102	%		22,660		61	%		50,104		87	%		14,743		31	%
		41,324					48,303					70,787					66,373
Corporate and eliminations		(7,531	)	-22	%		(11,003	)	-29	%		(13,448	)	-23	%		(18,509	)	-39	%
Income from operations	$	33,793		100	%	$	37,300		100	%	$	57,339		100	%	$	47,864		100	%
(1) Prior period net sales and segment operating income have been adjusted to reflect our change in accounting for intersegment pulp transfers. Commencing January 1, 2011, rather than recording the intersegment transfer of pulp through net sales, the costs of pulp are transferred from the Pulp and Paperboard segment to the Consumer Products segment.

Clearwater Paper Corporation
Reconciliation of Consolidated Net Earnings to EBITDA
Unaudited (Dollars in thousands)
	Three Months Ended				Six Months Ended
	June 30,				June 30,
		2011		2010		2011		2010
Net earnings	$	13,923	$	20,568	$	19,527	$	21,026
Add back:
Interest expense, net		10,992		4,132		22,325		8,417
Income tax provision		8,649		12,600		14,782		18,421
Depreciation and amortization		18,870		11,861		37,539		23,727
EBITDA	$	52,434	$	49,161	$	94,173	$	71,591

CONTACT:
Clearwater Paper Corporation
Matt Van Vleet, 509-344-5912 (News media)
or
Linda Massman, 509-344-5905 (CFO)
or
(Investors)
Sean Butson, 509-344-5906 (IR Sense)

EX-99.2

Exhibit 99.2

Clearwater Paper Board of Directors Announces 2-for-1 Stock Split and Stock Repurchase Program

SPOKANE, Wash.--(BUSINESS WIRE)--July 28, 2011--Clearwater Paper Corporation (NYSE:CLW) today announced that its Board of Directors has declared a 2-for-1 split of its common stock. The split will be effected in the form of a stock dividend payable on August 26, 2011, to shareholders of record on August 12, 2011. Shareholders will receive one additional share for each share of common stock held on the record date.

As of today, there are approximately 11,519,260 shares of the company's common stock outstanding. Immediately following the distribution of the stock dividend, there will be approximately 23,038,520 shares of the company's common stock outstanding.

"The Board's action conveys its confidence in the long-term prospects for Clearwater Paper and is a recognition of the significant appreciation in the company’s stock price since our spinoff," said Gordon L. Jones, chairman, president and chief executive officer. "Additionally, we hope the stock split will improve the company's stock liquidity."

Clearwater Paper also announced today that its Board of Directors has authorized the repurchase of up to $30 million of the company's common stock from time to time. Under the stock repurchase program, Clearwater Paper may repurchase shares in the open market or as otherwise may be determined by management, subject to market conditions, business opportunities, and other factors.

“We expect to use the stock repurchase program to help offset dilution from the issuance of shares under the company’s equity incentive plan and to return value to our stockholders. Our strong balance sheet gives us the flexibility to continue to execute our growth strategies while we implement the stock repurchase program,” said Jones.

The company may enter into Rule 10b5-1 plans to facilitate repurchases under the stock repurchase program. The company has no obligation to repurchase shares under this program and may suspend or terminate the program at any time. The company intends to finance any repurchases with cash on hand.

ABOUT CLEARWATER PAPER

Clearwater Paper manufactures quality consumer tissue, away-from-home tissue, parent roll tissue, machine glazed tissue, bleached paperboard, pulp and wood products at 15 manufacturing locations in the U.S. and Canada. The company is a premier supplier of private label tissue to major retailers and wholesale distributors, which include grocery, drug, mass merchants and discount stores. The company also produces bleached paperboard used by quality-conscious printers and packaging converters. Clearwater Paper's more than 4,000 employees build shareholder value by developing strong customer partnerships through quality and service.

FORWARD-LOOKING STATEMENTS

This press release contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including statements regarding the long-term prospects for Clearwater Paper, improvements to the company’s stock liquidity following the stock split, the expected number of shares to be outstanding following the stock split, the dollar value of shares repurchased through the stock repurchase program, the condition of our balance sheet and the execution of our growth strategies. These forward-looking statements are based on current expectations, estimates, assumptions and projections that are subject to change, and actual results may differ materially from the forward-looking statements. Factors that could cause actual results to differ materially include, but are not limited to, fluctuations and volatility in the company’s stock price; risks and uncertainties arising from difficulties with the integration process or the realization of the benefits expected from the acquisition of Cellu Tissue; the company's ability to complete its new facilities; customers' product preferences; market acceptance of product price increases and competitive pricing pressure for the company's products; changes in the United States and international economies; changes in raw material and energy costs; cyclical industry conditions; loss of a large customer; changes in the Alternative Fuel Mixture Tax Credit or Cellulosic Biofuel Producer Credit regulations and the company's eligibility for such tax credits; changes in transportation costs and disruptions in transportation services; unanticipated manufacturing disruptions; changes in general and industry-specific laws and regulations; unforeseen environmental liabilities or expenditures; labor disruptions; and other risks and uncertainties described from time to time in the company's public filings with the Securities and Exchange Commission. The forward-looking statements are made as of the date of this press release and the company does not undertake to update any forward-looking statements.

For additional information on Clearwater Paper, please visit our website at www.clearwaterpaper.com.

CONTACT:
Clearwater Paper Corporation
Matt Van Vleet, 509-344-5912 (News Media)
Linda Massman, CFO, 509-344-5905
or
IR Sense
Sean Butson, 509-344-5906 (Investors)