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): June 5, 2009

CLEARWATER PAPER CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	001-34146	20-3594554
(State or other jurisdiction of incorporation)	(Commission File Number)	(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

The Company is providing in this Current Report on Form 8-K certain supplemental financial information regarding completed fiscal periods. That information is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 8.01. Other Events

Private Placement Offering

On June 5, 2009, the Company issued a press release announcing a proposed offering of $150 million aggregate principal amount of senior notes due 2016. A copy of the press release is attached as Exhibit 99.2 hereto and is incorporated by reference herein.

The Company is also providing the following supplemental information:

Alternative Fuel Mixture Tax Credit Update

The Company generates “black liquor” as a byproduct of its pulp manufacturing process and uses it in a mixture with diesel fuel to produce energy at its Lewiston, Idaho and Cypress Bend, Arkansas pulp and paperboard mills. The Company is registered with the Internal Revenue Service, or IRS, as an alternative fuel mixer and, as a registered alternative fuel mixer, believes that its use of black liquor as an alternative fuel qualifies it for a refundable tax credit equal to $0.50 per gallon of black liquor used in a mixture with diesel fuel to produce energy. The Company has received payments from the U.S. Treasury Department in the aggregate amount of $31.4 million with respect to its use of black liquor as an alternative fuel in a mixture with diesel fuel during the period from late January 2009 through March 31, 2009.

The Company has applied for additional alternative fuel mixture tax credits relating to subsequent periods in connection with its use of black liquor as an alternative fuel. On an annual basis, the Company anticipates using 300 to 400 million gallons of black liquor as an alternative fuel in a mixture with diesel fuel in its recovery boilers.

The Company’s results of operations and cash flows for the first quarter of 2009 do not include any amounts in connection with its receipt of refundable alternative fuel mixture tax credits. The Company is currently evaluating the treatment for financial reporting purposes of the refundable tax credit payments received, including the likelihood that credits received would be subject to corporate income tax.

The alternative fuel mixture tax credit is currently set to expire on December 31, 2009. There is relatively little guidance regarding the alternative fuel mixture tax credits, and the law governing the issue is complex. In addition, legislation has been proposed that would terminate the credit with respect to black liquor prior to December 31, 2009. Accordingly, there can be no assurance that the alternative fuel mixture tax credit for the use of black liquor will continue in effect, that the Company will remain qualified to receive the tax credits, that its applications for additional payments will be approved and paid, that it will be entitled to retain the amounts it receives, or that amounts received will not be subject to further review by the IRS.

The Company does not intend to announce its receipt of refundable tax credit payments related to the use of alternative fuel beyond what it has received for the first quarter of 2009, except in its Quarterly Reports on Form 10-Q and Annual Reports on Form 10-K filed under the Securities Exchange Act of 1934, as amended.

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Repayment of Borrowings

The Company reported in its Quarterly Report on Form 10-Q for the quarter ended March 31, 2009 that it had $40.0 million in borrowings outstanding under its revolving credit facility as of March 31, 2009. The Company has repaid those borrowings in full as of the date of this Current Report on Form 8-K.

Forward Looking Statements

This Report 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 proposed offering of notes, the anticipated use of proceeds therefrom, the Company’s use of black liquor as an alternative fuel and the Company’s eligibility to receive refundable tax credit payments related to the use of this alternative fuel. 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 impact of conditions in the credit markets generally and, in particular, for companies in the markets in which the Company operates, changes and uncertainty in the United States and international economies, changes in the law providing for the alternative fuel mixture tax credit, any change in the IRS’ conclusion that the Company is eligible for such refundable tax credits and other risks and uncertainties described above under the caption “Alternative Fuel Mixture Tax Credit Update” or from time to time in the Company’s public filings with the Securities and Exchange Commission. Forward looking statements contained in this Report present management’s views only as of the date of this Report. The Company does not intend to update any forward-looking statements to reflect changes in management’s views based on events or circumstances occurring after the date of this Report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Selected Historical Financial Data
99.2	Press release issued by Clearwater Paper Corporation, dated June 5, 2009: CLEARWATER PAPER CORPORATION ANNOUNCES PROPOSED OFFERING OF SENIOR NOTES

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SIGNATURES

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

Date: June 5, 2009

CLEARWATER PAPER CORPORATION
By:	/s/ Michael S. Gadd
	Michael S. Gadd, Corporate Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Selected Historical Financial Data
99.2	Press release issued by Clearwater Paper Corporation, dated June 5, 2009: CLEARWATER PAPER CORPORATION ANNOUNCES PROPOSED OFFERING OF SENIOR NOTES

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EX-99.1

Exhibit 99.1

SELECTED HISTORICAL FINANCIAL DATA

Prior to the Company’s spin-off from Potlatch Corporation, or Potlatch, on December 16, 2008, the Company was a wholly owned subsidiary of Potlatch. On December 16, 2008, Potlatch distributed 100% of the issued and outstanding shares of the Company’s common stock to the holders of record of Potlatch common stock as of the close of business on December 9, 2008. Each Potlatch stockholder received one share of the Company’s common stock for every 3.5 shares of Potlatch common stock held on the record date.

Except for the period from December 16, 2008 through March 31, 2009, when the Company operated as, and was accounted for as, a separate public company, the Company’s results of operations and financial condition reflected in the tables below cover periods prior to the spin-off. The historical financial and other data relating to periods prior to the spin-off were prepared on a combined basis from Potlatch’s consolidated financial statements using the historical results of operations and bases of the assets and liabilities of Potlatch’s consumer products and pulp and paperboard business and its wood products operations at Lewiston, Idaho, and give effect to allocations of expenses from Potlatch. The Company’s historical financial and other data is not necessarily indicative of the Company’s future performance nor do they necessarily reflect what the Company’s financial position and results of operations would have been had the Company operated as a separate, stand-alone entity during the periods shown. The statement of operations data for each of the years ended December 31, 2005 and 2004 and twelve months ended March 31, 2009, and the balance sheet data at December 31, 2006, 2005 and 2004, are unaudited. The statement of operations data for each of the three months ended March 31, 2009 and 2008, and the balance sheet data at March 31, 2009, are unaudited and have been derived from the Company’s unaudited financial statements included in the Company’s quarterly report on Form 10-Q filed with the SEC on May 5, 2009.

The statement of operations data for the years ended December 31, 2006, 2007 and 2008, and the balance sheet data as of December 31, 2007 and 2008, have been derived from the Company’s audited financial statements included in the Company’s annual report on Form 10-K. All other information has been derived from the Company’s unaudited books and records.

Statement of Operations Data:

	Years ended December 31,															Three months ended March 31,						Twelve months ended March 31, 2009
	2004			2005			2006			2007			2008			2008			2009
	(dollars in thousands)
Net sales
Consumer Products	$	326,135		$	375,339		$	444,951		$	451,972		$	504,597		$	123,008		$	136,152		$	517,741
Pulp & Paperboard
Paperboard		467,323			503,005			538,246			569,380			644,436			151,230			138,023			631,229
Pulp		66,233			65,019			77,712			102,606			92,304			26,252			15,274			81,326
Other		200			922			1,113			1,070			844			298			37			583
		533,756			568,946			617,071			673,056			737,584			177,780			153,334			713,138
Wood Products		100,722			97,597			113,347			121,359			89,014			22,754			12,412			78,672
Elimination of intersegment net sales		(52,019	)		(49,110	)		(58,448	)		(63,355	)		(75,886	)		(16,105	)		(15,198	)		(74,979	)
Total net sales	$	908,594		$	992,772		$	1,116,921		$	1,183,032		$	1,255,309		$	307,437		$	286,700		$	1,234,572
Intersegment net sales or transfers
Consumer Products	$	64		$	74		$	82		$	86		$	109		$	23		$	18		$	104
Pulp & Paperboard		46,712			43,745			52,080			55,838			65,326			13,534			13,985			65,777
Wood Products		5,243			5,291			6,286			7,431			10,451			2,548			1,195			9,098
	$	52,019		$	49,110		$	58,448		$	63,355		$	75,886		$	16,105		$	15,198		$	74,979
Operating income (loss)
Consumer Products	$	(11,952	)	$	7,513		$	25,698		$	17,622		$	37,321		$	3,481		$	29,136		$	62,976
Pulp & Paperboard		8,907			(519	)		26,064			45,066			18,916			10,851			8,370			16,435
Wood Products		11,868			(267	)		6,093			(109	)		(14,479	)		(4,414	)		(6,161	)		(16,226	)
Corporate and eliminations		(5,121	)		(8,978	)		(11,592	)		(10,172	)		(13,274	)		(3,320	)		(6,120	)		(16,074	)
Total earnings (loss) before interest and income taxes	$	3,702		$	(2,251	)	$	46,263		$	52,407		$	28,484		$	6,598		$	25,225		$	47,111
Total net earnings (loss)	$	(4,922	)	$	(8,710	)	$	20,863		$	25,334		$	9,743		$	2,246		$	13,647		$	21,144

Balance Sheet Data:

	At December 31,										At March 31, 2009
	2004		2005		2006		2007		2008
	(dollars in thousands)
Assets
Total cash and short-term investments	$	—	$	—	$	170	$	9	$	14,018	$	15,829
Working capital(a)		183,370		186,675		166,871		128,548		14,022		42,710
Total land, property, plant & equipment, net		479,470		469,146		441,356		413,072		389,867		382,115
Consumer Products assets		*		*	$	269,235	$	256,541	$	251,999		*
Pulp & Paperboard assets		*		*		383,621		363,568		362,029		*
Wood Products assets		*		*		38,726		53,715		63,003		*
Corporate assets		*		*		49,429		24,129		6,235		*
Total assets	$	821,622	$	821,620	$	741,011	$	697,953	$	683,266	$	678,413
Total debt	$	100,000	$	100,000	$	100,000	$	100,000	$	150,000	$	140,000

* Not reported

Additional Information:

	Years ended December 31,															Three months ended March 31,						Twelve months ended March 31, 2009
	2004			2005			2006			2007			2008			2008			2009
	(dollars in thousands)
Depreciation and amortization
Consumer Products	$	15,239		$	15,587		$	15,800		$	16,268		$	15,653		$	4,031		$	3,899		$	15,521
Pulp & Paperboard		37,239			36,407			35,547			32,388			28,858			7,195			7,077			28,740
Wood Products		2,509			2,540			2,527			2,181			1,982			493			490			1,979
Corporate		182			320			416			488			461			124			255			592
	$	55,169		$	54,854		$	54,290		$	51,325		$	46,954		$	11,843		$	11,721		$	46,832
EBITDA(b)
Consumer Products	$	3,287		$	23,100		$	41,498		$	33,890		$	52,974		$	7,512		$	33,035		$	78,497
Pulp & Paperboard		46,146			35,888			61,611			77,454			47,774			18,046			15,447			45,175
Wood Products		14,377			2,273			8,620			2,072			(12,497	)		(3,921	)		(5,671	)		(14,247	)
Corporate		(4,939	)		(8,658	)		(11,176	)		(9,684	)		(12,813	)		(3,196	)		(5,865	)		(15,482	)
	$	58,871		$	52,603		$	100,553		$	103,732		$	75,438		$	18,441		$	36,946		$	93,943
Capital expenditures
Consumer Products	$	14,921		$	13,402		$	12,774		$	5,531		$	10,100		$	1,452		$	2,680		$	11,328
Pulp & Paperboard		10,329			21,733			13,014			13,789			10,156			671			806			10,291
Wood Products		2,817			7,806			1,417			1,016			373			90			(45	)		238
Corporate		—			471			300			195			677			78			118			717
	$	28,067		$	43,412		$	27,505		$	20,531		$	21,306		$	2,291		$	3,559		$	22,574

Selected Credit Statistics(c):

	At December 31,										At March 31,		Twelve months ended March 31, 2009
	2004		2005		2006		2007		2008		2009
	(dollars in thousands)
Actual:
Net debt(d)	$	100,000	$	100,000	$	99,830	$	99,991	$	135,982	$	124,171	$	124,171
Ratio of net debt to EBITDA		1.7:1		1.9:1		1.0:1		1.0:1		1.8:1		*		1.3:1
Net interest expense	$	12,500	$	12,589	$	13,000	$	13,000	$	13,147	$	3,563	$	13,460
Ratio of EBITDA to interest expense		4.7:1		4.2:1		7.7:1		8.0:1		5.7:1		*		7.0:1
As adjusted for the note offering:
Net debt(d)													$	136,171
Ratio of net debt to EBITDA														1.4:1
Net interest expense													$	15,600
Ratio of EBITDA to interest expense														6.0:1

* Not reported.

Shipment and Price Data:

	Years ended December 31,										Three months ended March 31,				Twelve months ended March 31, 2009
	2004		2005		2006		2007		2008		2008		2009
Shipment data (tons)
Tissue		171,680		177,882		198,462		191,731		197,577		50,980		50,531		197,128
Paperboard		710,546		715,421		732,050		733,521		762,681		187,334		152,060		727,407
Pulp		42,205		48,987		47,744		73,969		42,771		19,811		2,884		25,844
Sales price/ton
Tissue	$	1,899	$	2,110	$	2,242	$	2,357	$	2,553	$	2,412	$	2,694	$	2,626
Paperboard		658		703		735		776		845		807		908		868
Pulp		463		434		537		632		631		642		447		602

(a) Working capital is defined as current assets minus current liabilities.

(b) EBITDA on a total company basis means earnings before interest expense, income taxes, depreciation and amortization. When used with reference to the Company’s business segments, EBITDA means segment operating income before depreciation and amortization. The Company believes EBITDA is a useful supplemental performance measure because it allows investors to view the Company’s performance without the impact of noncash depreciation and amortization or the cost of debt. In addition, the Company believes that it is widely accepted that EBITDA provides useful information regarding a company’s ability to service debt. Because EBITDA is calculated before recurring cash charges including interest expense and income taxes, excludes capitalized costs, and is not adjusted for capital expenditures or other recurring cash requirements of the Company’s business, its utility as a measure of the Company’s performance is limited. Accordingly, EBITDA should be considered only as a supplement to net earnings (computed in accordance with GAAP) as a measure of the Company’s financial performance. Other companies in the Company’s industry may calculate EBITDA differently than the Company does; accordingly, the Company’s EBITDA may not be comparable to such other companies’ EBITDA. See the tables below for the reconciliation of total company net earnings and segment operating income to EBITDA on a total company and segment basis.

Reconciliation of Total Company Net Earnings to Total Company EBITDA

	Years ended December 31,														Three months ended March 31,						Twelve months ended March 31, 2009
	2004			2005			2006		2007			2008			2008			2009
	(dollars in thousands)
Net earnings (loss)	$	(4,922	)	$	(8,710	)	$	20,863	$	25,334		$	9,743		$	2,246		$	13,647		$	21,144
Add back:
Interest		12,500			12,589			13,000		13,000			13,147			3,250			3,563			13,460
Income taxes		(3,876	)		(6,130	)		12,400		14,073			5,594			1,102			8,015			12,507
Depreciation and amortization		55,169			54,854			54,290		51,325			46,954			11,843			11,721			46,832
EBITDA	$	58,871		$	52,603		$	100,553	$	103,732		$	75,438		$	18,441		$	36,946		$	93,943
Reconciliation of Segment Operating Income to Segment EBITDA
	Years ended December 31,														Three months ended March 31,						Twelve months ended March 31, 2009
	2004			2005			2006		2007			2008			2008			2009
	(dollars in thousands)
Consumer Products Segment
Operating Income (loss)	$	(11,952	)	$	7,513		$	25,698	$	17,622		$	37,321		$	3,481		$	29,136		$	62,976
Add back:
Depreciation and amortization		15,239			15,587			15,800		16,268			15,653			4,031			3,899			15,521
Segment EBITDA	$	3,287		$	23,100		$	41,498	$	33,890		$	52,974		$	7,512		$	33,035		$	78,497
Pulp and Paperboard Segment
Operating Income (loss)	$	8,907		$	(519	)	$	26,064	$	45,066		$	18,916		$	10,851		$	8,370		$	16,435
Add back:
Depreciation and amortization		37,239			36,407			35,547		32,388			28,858			7,195			7,077			28,740
Segment EBITDA	$	46,146		$	35,888		$	61,611	$	77,454		$	47,774		$	18,046		$	15,447		$	45,175
Wood Products Segment
Operating Income (loss)	$	11,868		$	(267	)	$	6,093	$	(109	)	$	(14,479	)	$	(4,414	)	$	(6,161	)	$	(16,226	)
Add back:
Depreciation and amortization		2,509			2,540			2,527		2,181			1,982			493			490			1,979
Segment EBITDA	$	14,377		$	2,273		$	8,620	$	2,072		$	(12,497	)	$	(3,921	)	$	(5,671	)	$	(14,247	)

(c) For purposes of these statistics, net debt is presented at the dates indicated and EBITDA and interest expense are presented for the twelve months ended on the dates indicated.

(d) Net debt is defined as total debt minus cash and short-term investments.

EX-99.2

Exhibit 99.2

Clearwater Paper Corporation

601 W. Riverside Avenue

Suite 1100

Spokane, Washington 99201

News Release

Contact:	(News media)	(Investors)
	Matt Van Vleet	Doug Spedden
	509.344.5912	509.344.5906

CLEARWATER PAPER CORPORATION ANNOUNCES

PROPOSED OFFERING OF SENIOR NOTES

Spokane, Wash.—June 5, 2009—Clearwater Paper Corporation (NYSE: CLW) today announced a proposed offering of $150 million aggregate principal amount of senior notes due 2016 (the “Notes”).

A portion of the net proceeds of the offering will be used to satisfy and discharge the Company’s obligation related to the indenture under which $100 million principal amount of credit sensitive debentures due December 1, 2009 were issued. The credit sensitive debentures were issued by an affiliate of Potlatch Corporation and the Company retained an obligation to repay amounts associated with the debentures prior to the spin-off of the Company from Potlatch Corporation. The Company will retain the remaining net proceeds of the Notes for general corporate purposes, including potential acquisitions and capital expenditures.

As the offering is a private placement, the notes will be offered and sold only to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933 (the “Securities Act”) and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Securities Act. The notes to be offered have not been registered under the Securities Act or any

state securities laws and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

This press release does not constitute an offer to sell or the solicitation of an offer to buy any of the notes nor shall there be any sale of the notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

This press release contains information about pending transactions, and there can be no assurance that these transactions will be completed.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the Private Litigation Reform Act of 1995 as amended, including, but not limited to, statements regarding the proposed offering of the notes and the anticipated use of proceeds therefrom. These forward-looking statements are based on the Company’s current expectations, estimates and assumptions 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 impact of conditions in the credit markets generally and, in particular, for companies in the markets in which the Company operates, and changes and uncertainty in the United States and international economies, which pose a risk to the overall economy as consumers and businesses may defer purchases in response to tighter credit and negative financial news. For a discussion of additional factors that may cause results to differ, see the Company’s public filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date thereof. The Company does not undertake to update any forward-looking statements.

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