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): October 26, 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	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 October 27, 2011, Clearwater Paper Corporation announced its results of operations and financial condition for the third quarter ending September 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 October 26, 2011, Clearwater Paper Corporation announced that it had entered into an agreement to sell its lumber mill assets located near Lewiston, Idaho.  The transaction is expected to close during the fourth quarter of 2011.  A copy of the Press Release announcing the transaction is attached as Exhibit 99.2 hereto.

Item 9.01	Financial Statements and Exhibits
(d)	Exhibits.
99.1	Press release issued by Clearwater Paper Corporation, dated October 27, 2011:
	CLEARWATER PAPER REPORTS THIRD QUARTER 2011
	RESULTS RECORD QUARTERLY NET SALES OF $501 MILLION
99.2	Press release issued by Clearwater Paper Corporation, dated October 26, 2011:
	CLEARWATER PAPER TO SELL LEWISTON SAWMILL TO IDAHO
	FOREST GROUP

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:	October 27, 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 October 27, 2011: CLEARWATER PAPER REPORTS THIRD QUARTER 2011 RESULTS RECORD QUARTERLY NET SALES OF $501 MILLION
99.2	Press release issued by Clearwater Paper Corporation, dated October 26, 2011: CLEARWATER PAPER TO SELL LEWISTON SAWMILL TO IDAHO FOREST GROUP

EX-99.1

Exhibit 99.1

Clearwater Paper Reports Third Quarter 2011 Results

Record Quarterly Net Sales of $501 Million

SPOKANE, Wash.--(BUSINESS WIRE)--October 27, 2011--Clearwater Paper Corporation (NYSE:CLW) today reported financial results for the third quarter of 2011.

The company reported net earnings of $8.6 million, or $0.37 per diluted share, for the third quarter of 2011, compared to net earnings of $15.0 million, or $0.64 per diluted share, for the third quarter of 2010. The third quarter 2011 earnings before interest, taxes, depreciation and amortization, or EBITDA, was $46.2 million, compared to $40.3 million in the third quarter of 2010. Clearwater Paper acquired Cellu Tissue on December 27, 2010. The third quarter of 2011 includes Cellu Tissue's results, which is the primary reason for many of the variances between the 2011 and 2010 periods.

“We are pleased to surpass the $500 million milestone in quarterly net sales and are continuing our focus on managing expenses in this challenging cost environment,” said Gordon Jones, chairman, president and chief executive officer. “Both the integration of Cellu Tissue and the construction of our Shelby facility are on track, with meaningful contributions expected to begin in 2012.”

“We believe our investment in these growth areas of the business are putting us in a strong strategic position for the future and early customer reception is very positive,” added Jones.

As part of its previously announced share repurchase program, the company repurchased 291,600 shares of outstanding common stock at an average price of $34.30 per share during the third quarter of 2011. The company also effected a two-for-one stock split on August 26, 2011. All prior period share amounts have been adjusted to reflect the stock split.

THIRD QUARTER 2011 SEGMENT PERFORMANCE

Consumer Products

Net sales in the Consumer Products segment were $285.2 million for the third quarter of 2011, as compared to third quarter 2010 net sales of $143.9 million. The increase in net sales was primarily attributable to the inclusion of Cellu Tissue's operating results in the third quarter. Operating income for the third quarter of 2011 was $7.1 million, compared with operating income of $17.9 million for the third quarter of 2010. The decrease in operating income was primarily the result of higher operating costs.

• Tissue volume increased to 134,145 tons in the third quarter of 2011, as compared to 55,069 tons in the third quarter of 2010, with the increase primarily attributable to the addition of Cellu Tissue volumes. Including Cellu Tissue in our third quarter 2010 results would have resulted in pro forma volume of 135,102 tons. The decrease in 2011 tons versus 2010 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 $2,126 per ton in the third quarter of 2011 versus $2,614 in the third quarter of 2010, due primarily to the inclusion of Cellu Tissue products in the total product mix for the 2011 period. On a pro forma basis, net selling prices were $2,051 in the third of quarter of 2010. Cellu Tissue's operations have a broader range of products and tissue grades than the legacy Clearwater Paper facilities.
• The decrease in operating income was primarily due to higher operating costs including transportation, wage and benefits, packaging materials and chemical costs.

Pulp and Paperboard

Net sales of $215.9 million in the Pulp and Paperboard segment for the third quarter of 2011 increased 3.3%, compared to third quarter 2010 net sales of $209.0 million. Operating income for the quarter rose 24.6% to $26.3 million, compared to $21.1 million for the third quarter of 2010. The increase was primarily due to higher net selling prices for paperboard and lower wood fiber costs, partially offset by higher chemical costs.

• Higher net sales for the 2011 quarter were driven by a 2.4% increase in paperboard pricing to $971 per ton and a 0.3% increase in paperboard volumes to 184,870 tons, each as compared to the third quarter of 2010.
• The increase in net sales was partially offset by a 1.4% decline in external pulp pricing to $684 per ton.
• Major maintenance expense of $3.1 million was incurred in the third quarter of 2011, compared to $4.0 million in the third quarter of 2010.

Taxes

The actual income tax rate for the third quarter of 2011 was 40.7%, compared to an actual rate of 39.3% for the third quarter of 2010. The estimated annual effective tax rate for 2011, without discrete items, is expected to be approximately 34.2%.

Note Regarding Use of Non-GAAP Financial Measures

In this press release, the company presents its results for the third 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, October 27, 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. This includes grocery, drug, mass merchants and discount stores. The company also produces bleached paperboard used by quality-conscious printers and packaging converters. Clearwater Paper's 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 company’s management of expenses, the integration of Cellu Tissue, the construction of the company’s Shelby facility, the expected contribution of the Cellu Tissue integration and Shelby facility completion to the company’s future results, the company’s strategic position in the future, and the company’s estimated annual effective tax rate for 2011. 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, the company's ability to successfully implement its expansion strategies; difficulties with the integration process or the realization of the benefits expected from the company's acquisition of Cellu Tissue; the company's ability to complete, or significant delays in the construction of, its new facilities; competition from larger producers; customers' product preferences; changes in the United States and international economies; changes in raw material and energy costs; cyclical industry conditions; competitive pricing pressure for the company's products; changes in freight 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.

Clearwater Paper Corporation
Condensed Consolidated Statements of Operations
Unaudited (Dollars in thousands - except per-share amounts)
		Three Months Ended										Nine Months Ended
		September 30,										September 30,
		2011					2010					2011					2010
Net sales		$	501,125		100	%	$	352,927		100	%	$	1,461,582		100	%	$	1,027,408		100	%
Costs and expenses:
	Cost of sales		(448,927	)	90	%		(303,542	)	86	%		(1,297,205	)	89	%		(891,921	)	87	%
	Selling, general and administrative expenses		(26,815	)	5	%		(20,886	)	6	%		(81,655	)	6	%		(59,124	)	6	%
Total operating costs and expenses			(475,742	)	95	%		(324,428	)	92	%		(1,378,860	)	94	%		(951,045	)	93	%
Income from operations			25,383		5	%		28,499		8	%		82,722		6	%		76,363		7	%
Interest expense, net			(12,100	)	2	%		(3,819	)	1	%		(34,425	)	2	%		(12,236	)	1	%
Other, net			1,290		-			-		-			585		-			-		-
Earnings before income taxes			14,573		3	%		24,680		7	%		48,882		3	%		64,127		6	%
Income tax provision			(5,928	)	1	%		(9,692	)	3	%		(20,710	)	1	%		(28,113	)	3	%
Net earnings		$	8,645		2	%	$	14,988		4	%	$	28,172		2	%	$	36,014		4	%
Net earnings per common share:
	Basic	$	0.38				$	0.65				$	1.23				$	1.57
	Diluted		0.37					0.64					1.19					1.52
Average shares outstanding (in thousands):
	Basic		22,865					22,958					22,976					22,944
	Diluted		23,591					23,583					23,692					23,616
All common share and per share amounts have been adjusted for the two-for-one stock split effected in the form of a stock dividend distributed on August 26, 2011.

Clearwater Paper Corporation
Condensed Consolidated Balance Sheets
Unaudited (Dollars in thousands)
			September 30,			December 31,
			2011			2010
ASSETS
Current assets:
	Cash		$	21,071		$	18,928
	Restricted cash			500			3,637
	Short-term investments			85,001			126,095
	Receivables, net			182,954			153,335
	Taxes receivable			12,382			10,354
	Inventories			225,356			228,321
	Deferred tax assets			35,345			37,374
	Prepaid expenses			6,482			11,415
		Total current assets		569,091			589,459
Property, plant and equipment, net				707,064			654,456
Goodwill				229,533			229,533
Intangible assets, net				51,331			56,400
Other assets				13,673			15,488
			$	1,570,692		$	1,545,336
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
	Accounts payable and accrued liabilities		$	185,547		$	184,604
	Current portion of long-term debt			-			760
	Current liability for pensions and other postretirement employee benefits			9,749			9,749
		Total current liabilities		195,296			195,113
Long-term debt, net of current portion				523,638			538,314
Liability for pensions and other postretirement employee benefits				180,036			187,116
Other long-term obligations				35,726			23,369
Accrued taxes				73,884			72,011
Deferred tax liabilities				71,599			61,064
Stockholders' equity, excluding accumulated other comprehensive loss, net of tax				587,856			566,701
Accumulated other comprehensive loss, net of tax				(97,343	)		(98,352	)
			$	1,570,692		$	1,545,336

Clearwater Paper Corporation
Segment Information
Unaudited (Dollars in thousands)
		Three Months Ended										Nine Months Ended
		September 30,										September 30,
		2011					2010 (1)					2011					2010 (1)
Segment net sales:
	Consumer Products	$	285,237		57	%	$	143,938		41	%	$	823,607		56	%	$	427,134		42	%
	Pulp and Paperboard		215,888		43	%		208,989		59	%		637,975		44	%		600,274		58	%
Total segment net sales		$	501,125		100	%	$	352,927		100	%	$	1,461,582		100	%	$	1,027,408		100	%
Operating income (loss):
	Consumer Products	$	7,075		28	%	$	17,891		63	%	$	27,758		34	%	$	69,521		91	%
	Pulp and Paperboard		26,266		103	%		21,073		74	%		76,370		92	%		35,816		47	%
			33,341					38,964					104,128					105,337
	Corporate and eliminations		(7,958	)	31	%		(10,465	)	37	%		(21,406	)	26	%		(28,974	)	38	%
Income from operations		$	25,383		100	%	$	28,499		100	%	$	82,722		100	%	$	76,363		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				Nine Months Ended
			September 30,				September 30,
			2011		2010		2011		2010
Net earnings			$	8,645	$	14,988	$	28,172	$	36,014
	Add back:
		Interest expense, net		12,100		3,819		34,425		12,236
		Income tax provision		5,928		9,692		20,710		28,113
		Depreciation and amortization		19,569		11,780		57,108		35,507
	EBITDA		$	46,242	$	40,279	$	140,415	$	111,870
		Cellu Tissue acquisition related expenses		-		3,106		-		3,106
	Adjusted EBITDA		$	46,242	$	43,385	$	140,415	$	114,976

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

EX-99.2

Exhibit 99.2

Clearwater Paper to Sell Lewiston Sawmill to Idaho Forest Group

Idaho Forest Group to Revitalize the Mill

SPOKANE, Wash.--(BUSINESS WIRE)--October 26, 2011--Clearwater Paper Corporation (NYSE:CLW) today announced the company has entered into an agreement to sell its Lewiston, Idaho, sawmill to Idaho Forest Group of Coeur d'Alene, Idaho.

The transaction includes the sale of Clearwater Paper’s sawmill, planer mill, dry kilns, and related assets along with log and finished goods inventories and timber under contract, in the aggregate amount of approximately $30 million. As part of the transaction, the two companies have entered into a long-term residual fiber supply agreement with the goal of delivering consistent supplies of chips and sawdust to Clearwater Paper’s Lewiston pulp mill from Idaho Forest Group Mills.

“This has been a very careful and thoughtful decision for everyone at the company,” said Tom Colgrove, president of pulp and paperboard at Clearwater Paper. “We believe that this is the best possible outcome for the mill and its continued operation in the region, our company and our shareholders.”

Clearwater Paper is expected to ramp down production in the coming weeks in preparation for Idaho Forest Group to officially take possession in the fourth quarter of 2011. Clearwater Paper’s approximately 250 affected employees will receive severance and all provisions subject to the WARN Act, which includes up to 60 days’ worth of pay and benefits.

“We believe the tough times in the lumber industry will continue into the foreseeable future, and that the mill will be operated by a company whose core focus is lumber,” said Colgrove. “We believe IFG has the people, resources and the business structure to make the Lewiston sawmill very successful.”

Upon closing of the transaction, Idaho Forest Group plans to adjust production to meet its customer needs. At the same time, Idaho Forest Group will begin assessing employment needs and should initiate the hiring process soon after the close of the transaction. Longer term, Idaho Forest Group will assess the mill’s capabilities and prepare an improvement plan for implementation.

“We are very excited about the prospects of updating and revitalizing the Lewiston sawmill,” said Scott Atkison, president of Idaho Forest Group. “The mill and its location in the LC Valley and surrounding wood basket give us the ability to better supply our customers with the products they need, both now and into the future.”

Clearwater Paper is working closely with the Idaho Department of Labor and the Governor’s Dislocated Workers Task Force to assist employees.

ABOUT CLEARWATER PAPER

Clearwater Paper manufactures quality consumer tissue, away-from-home tissue, hard roll tissue, machine glazed tissue, bleached paperboard and pulp 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. This includes grocery, drug, mass merchants and discount stores. The company also produces bleached paperboard used by quality-conscious printers and packaging converters. Clearwater Paper's 4,000 employees build shareholder value by developing strong customer partnerships through quality and service.

ABOUT IDAHO FOREST GROUP

September of 2008 saw the merging of Riley Creek Lumber and Bennett Forest Industries, and the beginning of Idaho Forest Group. Both longtime family-owned and operated companies, the two businesses shared common traits that fostered a successful merger, including like commitments to serving customers and employees, investing in facilities, and embracing the forest products heritage. Today, the success of this merger is evidenced by a growth in capacity and a strengthened focus on the business fundamentals. This announcement today adds another operation to Idaho Forest Group’s family of sawmills that focus on superior quality products from resources of the Inland Northwest.

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 aggregate amount of the transaction, the supply of wood fiber to Clearwater Paper, the future operation of the sawmill and its future benefits to Clearwater Paper, the expected closing of the transaction, the cessation of production at the sawmill by Clearwater Paper and the lumber market. 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, risks and uncertainties arising from the possibility that the closing of the transaction may be delayed or may not occur; difficulties with the realization of the benefits expected from the proposed transaction; general economic conditions in the regions and industries in which Clearwater Paper and Idaho Forest Group operate; changes in the cost and availability of wood fiber used in the production of Clearwater Paper's products; changes in the United States and international economies; cyclical industry conditions; changes in freight 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 and for Idaho Forest Group at http://www.idahoforestgroup.com/

CONTACT:
Clearwater Paper Corporation
News media: Matt Van Vleet, 509-344-5912
Linda Massman, CFO, 509-344-5905
or
Idaho Forest Group
Scott Atkison, President, 208-762-2999