Good morning, ladies and gentlemen and thank you for standing by. Welcome to the Weyerhaeuser 2008 Second Quarter Earnings Conference Call. In today's presentation, all parties will be in a listen-only mode. Following the presentation, the conference will be opened for questions. [Operator Instructions]. This conference is being recorded, Tuesday, August 5th, 2008. I would now like to turn the conference to Kathryn McAuley, Vice President of Investor Relations. Please go ahead, Ma'am.

Thank you, Eric. Good morning. Welcome to Weyerhaeuser's second quarter 2008 earnings conference call. I'm Kathryn McAuley, Vice President of Investor Relations. Joining me today are Dan Fulton, President and CEO; Patty Bedient, Executive Vice President and Chief Financial Officer; Tom Gideon, Executive Vice President - Forest Products and Larry Burrows, President, Weyerhaeuser Real Estate Company. This call is being webcast at www.weyerhaeuser.com. The earnings release and material for this call can be found at the website or by contacting April Myer at 253-924-2937. Please review the warning statements in our press release and on the presentation slides concerning the risks associated with forward-looking statements. Forward-looking statements will be made during this conference call. This morning Weyerhaeuser reported a second quarter 2008 net loss of $96 million or $0.45 per diluted share on net sales of $3.6 billion. The second quarter included the following after tax items: A charge for impairments and reserves related to real-estate assets of $206 million or $0.98 per diluted share; A gain for book purposes on the ownership restructuring of Uruguay assets of an estimated $101 million or $0.48 per diluted share; A gain related to charges imposed to changes, excuse me, imposed retirement benefit of $32 million or $0.15 per diluted share; A charge for restructuring primary corporate staff of $24 million or $0.11 per diluted share; A charge for closures and asset impairments, primarily in wood products of $20 million or $0.9 per diluted share; A gain of $14 million or $0.7 per diluted share, for the reversal of tax accruals due to the lapse of statues of limitation. Excluding these items, the company had a net income of $7 million or $0.03 per diluted share. A GAAP reconciliation of special items is available on our website in the earnings information package. Please…

Thanks, Kathy. Today's results clearly demonstrate the challenges presented by the current conditions in the housing market. The effect of this slowdown is deep and touches virtually every business in our portfolio. In response, we're addressing our near term challenges. We've taken aggressive steps that today's market conditions demand and if necessary we are prepared to take additional actions. But we are also looking to the future and the opportunities ahead. Our future is built on world class timberlands and valuable land holdings. We are committed to maximizing the value of these assets by applying industry leading silver culture [ph] practices, investing in the potential of biofuel through our joint venture with Chevron and extracting values from the extensive of mineral rights, that we hold. To this, we add supporting businesses, unique research capabilities and a real estate business focused on serving housing markets with some of the highest potential in the country. Over the past several years we've adjusted our business to enhance our focus on our Timberland land holdings. In the process, we simplified the portfolio and cut costs. These are actions that have strengthened our balance sheet and positioned us to choose the most efficient corporate structure in business portfolio to maximize shareholder return. Just yesterday, we finished a significant step in that process by completing the sale of our Containerboard Packaging and Recycling business, International Paper. In the process International Paper has outstanding assets and approximately 14,000 dedicated employees to its Containerboard Packing business. We thank these employees for their contributions to Weyerhaeuser and we know that they can contribute to the success of International Paper. Today our businesses are leaner and we continue to trim overhead costs. In addition we started restructuring our corporate support staff to meet the needs of our more tightly focused…

Thank you, Dan. As you mentioned, we continue to face challenging market conditions. But before I get to our operational results, I'd like to start on a positive note by recognizing our excellent safety performance. We've continued to maintain [ph] a recordable incident rate of less than one. As we mentioned in the past, there is a strong correlation between improved safety performance and operational excellence. Safer operations reduce cost, enhance productivity and improve quality. Over the past quarter, our employees have faced enormous challenges ranging from the divestiture of a major business to extremely trying markets. It is a credit to our employees and their continued focused on safety, that we were able to maintain an excellent safety performance and achieve production records despite these distractions. I know there are people who remain vigilant in the quarter ahead and have their concerted focus will help us operate safely and at our best during this tough markets. The plan [ph] in timber are our foundations, I will start by reviewing our performance in Timberland, a business that continues to perform relatively well, given the market conditions. For those following the slides in the investor section of our website, this is chart five. As expected, we are feeling the affects of the continued softness of the California housing market which resulted in slightly lower prices in the west. In addition, we are closely monitoring our harvest levels to keep them in line with demand, I should point out however that our tree [ph] harvest levels in the west, actually increased during the quarter as we continue to salvage trees, damaged by the December storms in Washington and Oregon. Due to concerns about the degradation of the wood underground, we are quickly salvaging as much of the slow down as possible. Most…

Thank you, Tom and good morning. For your reference, recourse to statistical highlights are included in the Investor section of our website on chart 11. The housing market remains exceptionally difficult. The traditionally strong second quarter spring selling season never materialized. Reduced demand and lower consumer confidence has led to increasing excess inventory of new and existing homes, which now approaches 11 months. New home prices remain under pressure as builders compete for more limited supply of customers. Existing homes have also experienced significant decline with the Case-Shiller 20 city composite index declining 16% year-over-year. More stringent mortgage underwriting has similarly constrained demand, particularly at the lower price points. Throughout this challenging environment, our operating response remained the same. Specifically, we continue to decrease unsold inventory, reduce land acquisition and land development spending, adjust staffing and substitute smaller less expensive products. Examining conditions across our markets, there are few bright spots. San Diego and Houston have held up better, although at reduced sales paces. Puget Sound has significantly slowed. The Washington DC area is approaching the third anniversary of the housing downturn, with little evidence of improvement. Las Vegas, Phoenix and the Inland Empire region of California remain our most challenged markets and are hampered by accelerating foreclosure activity. Reduced sales have decreased our single family home soul; but not closed what we call our backlog to just under four months sales. Last month, we warned about significant impairments; as an operating discipline we routinely re-evaluate our land pipeline to gauge project profitability. In the past, our higher margins have helped cushion the valuation impact of slower sales and reduced pricing. As sales pace and price continue to deteriorate, in many of our communities that cushion is gone. This is the basis for the impairment charges recognized in the quarter which were 311 million for home building assets and real estate investments. In addition, 23 million of capitalized interest was impaired in the corporate segment. The majority of our impairments were taken in our home building operations covering California, Nevada and Maryland and at WRI, our real estate investment company. Excess supply, wary buyers and continued credit market tightness make the outlook for housing for the balance of the year, exceptionally difficult. Our local managers are experienced and have operated in such a challenged environment, before. We are well equipped to successfully manage through the near term and benefit at the market stabilized and transition to recovery. I will now turn the call over to Patty, to discuss the outlook for third quarter?

Thanks Larry, and good morning everybody. I'll start my comments about the third quarter outlook with the discussion of Timberland. We expect sea log [ph] volumes to decrease seasonally, in both the West and the South. Domestic pricing is also likely to decrease some what, while the export market in the West is holding up well. We expect costs to increase due to seasonally higher silver cultural spending and higher logging costs primarily as a result of higher fuel expense. Increased earrings from oil and gas revenue and a higher level of income from non strategic timberland sales are expected to offset these negative factors and result in overall segment income, slightly higher in the third quarter compared to the second. Challenging market conditions for wood products will persist through the quarter. Average sales realizations will be mixed but overall should have a small positive impact compared to the second quarter, primarily in engineered wood products and OSB. Shipment volumes across product lines will likely decrease, however we don't see a significant earnings impact from the reduced volume. Manufacturing costs including raw material costs are expected to be favorable compared to the second quarter. For this segment, we expect operating losses for the third quarter to be just slightly less compared to the second quarter. Larry has already described the market conditions, we faced in our Real Estate segment. Congress has taken some action with the passage of the Housing Bill, at the end of last month; however it's unlikely to result in any meaningful improvement for this quarter. We expect single family margins will continue to be under pressure from the overhang of inventory and ongoing discounting which continues to characterize the competitive response to these difficult conditions. However, we do expect some modest improvement in margins resulting from…

Thanks, Patty. There's no doubt that we are operating in tough economic environment. As we manage through these conditions, we are also taking actions to achieve our goal of deliver maximum shareholder returns and every step we've taken over the past two years has been consistent with that objective. Last year, this involved our transaction with Domtar. We followed that earlier this year with the passage of the Tree Act, which will reduce our tax burden. And then just yesterday as we reported, we completed the Containerboard transaction, which allows us to pay down debt and provides us with improved financial flexibility. We continue to divest non strategic assets, allowing us to generate cash and tighten our focus. We've already begun the process to right size our support functions to make our businesses more competitive and finally we will continue to drive improvements into our businesses under the operational leadership of Tom Gideon and Larry Burrows. All of this puts us in the best possible position to choose the right structure for the right reasons at the right time. And now I would like to open the lines to your questions.

Eric, would you please open the line to questions. Question And Answer

Absolutely. [Operator Instructions]. Our first question comes from George Staphos with Banc of America Securities. Please go ahead.

Thanks. Everyone, good morning. If we look at cellulose fibers for a minute, given your outlook and given the favorable trends you have seen in that business, what offsetting or compensating changes might you be seeing as well from the competitive landscape or perhaps not, do you expect competition to increase in that business over time, why or why not? And then I have a follow-on thanks guys.

Thank you, George.

Hello, George, this is Tom, that's a business that we continue to perform very well and we do excellent in terms of our fundamental manufacturing and we participated extremely well in the markets Fluff Pulp arena, which we think is a added advantage for us. In addition, as we talked about with our announcement about Lenzing, we continue to look into new innovative ways, where we can get into specialty fiber markets that have higher margins. So I can't comment on exactly everything that may be done in a competitive environment, but our focus is to continue to manufacture wealth, to move into the areas that we have good market presence and to expand our specialty fiber opportunities.

So, Tom if you think about it as a gap related to time or duration. what kind of gap, do you think you have relative to your peers, relative to the technology and science you have in fibers, which give an advantage in the market, is it now six months is it five years, could give us a flavor obviously, if not an audited figure

It's really hard to determine that. But we have a long history of excellence in our research and development components of our business. We have been innovative in our businesses and again going back to the Lenzing example, which is a joint development agreement, we are looking to move quickly, we think, we are certainly in the forefront of innovation in our industry. And I can't give you an exact number, but we think we are doing extremely well in this arena.

All right, last question; I will turn over, Dan or Larry. What factors or timing, could we expect to see for WRECO to get back to breakeven levels, any short thoughts on that? Thanks. Good luck on the quarter.

Thanks, George. I will let Larry address that

Okay,this is a Larry, George, I think what we would be like to able to see is some firming in the market place where customers have confidence that the home they buy today, the value will be there, that they will also be in a position to be able to either sell existing home, if they have one or they are able to go out in the market place and get attractive financing. Also I think we would be looking for some of the higher levels of inventory both in the existing home market and new home market to clear a little bit. So I think those are some of the kind of the fundamentals, that we would like to see improve, that would allow us to... on an operational basis get back to generating some earnings.

All right I will turn it over thanks.

Thanks, George.

Our next question comes from Gail Glazerman, UBS. Please go ahead.

Hi, maybe following up on that last question. Can you share any of your views on when you might see that firming in the housing market? Kind of what your forecasts are for housing starts '09 and 2010?

Gail,this is Larry. I'm not sure our crystal ball is better than anybody else's. I think what we've said is, we expect the market for the... certainly the balance of this year to be challenging. I think that what we'll be looking for is to settle this inventory which is running out to 11 months and needs to clear the market place and our customers need to begin to have some confidence to be able to weigh [ph] back into the market. They are being rewarded for not being urgent right now and the longer they wait, it's for their benefit and I think those are the kind of conditions that need to change which probably will take us well into next year before we see any improvement.

Okay and changing gears. There's been a couple of comments about mineral rights, mineral income I mean and can you just give a little color on what you are seeing and what opportunities you have, may be kind of upon your six million acres of land and how many mineral rights, just over seeing and what type of changes there have been this year?

Thanks, Gail. Just a little bit of color, historically we've had a practice of retaining mineral rights even when we sell land and so we have currently mineral rights covering about 6.4 million acres across the country. This has been an active business for us for some time period of time. So we have an active minerals group that operates within out Timberland's organization. Their typical practice has been to generally lease those mineral rights, in return for your fee income from the leases plus in some cases royalties and in some cases, we actually participate with the party that may be leasing the property. There's been a lot of activity recently publicized in Louisiana in particular, where we have some holdings and on the Louisiana question let me just turn that over to Tom to give a little bit of local flavor for what's happening down there.

Well, thanks Dan, you know Gail, just to give you a little bit of background. In the greater of what we call the Haynesville shale play there, we have approximately 115,000 acres in which we have mineral rights and we acquired these rights as a result of the Morana [ph] transaction in 2002. Our mineral rights are positioned throughout the greater play and we have a relatively small, but I would say attractive footprint in the Souther Terris [ph] which is really the very core of that play, at this point of time. As Dan mentioned for a portion of those acres, we have entered into a short term leases with very significant upfront bonus rates and excellent royalty participation that will allows us to share significantly in any ongoing revenue streams that come from that. And we're actively looking and considering all the options in that area that will allow us to best monetize the value we have in our mineral holdings. In the outstanding partners, the location of our properties, the mineral rights traditionally might have represented gravel, but in some cases it would include possible oil and gas activity, coal and in some cases hard rock minerals and then in certain locations where we operate, our operators in the past we've got geothermal resources that may provide some potential. We view the mineral rights as a significant long term asset in the company and we actively manage it.

Okay, that's very helpful, thank you.

Next question.

Our next question comes from Peter Ruschmeier with Lehman Brothers. Please go ahead.

Thanks, good morning. Curious, following up on the mineral rights question, if you could help us to understand maybe on a trailing 12 months basis, what kind of income we've seen there and what kind of trajectory you've seen and I guess related to that, would you consider Dan, perhaps breaking out that segment, as a separate line item?

Well, it's a good question Pete. We manage this process and we reported on the mineral income and I think, it would be helpful for us to provide some greater visibility to that, and so we can do so. In terms of the past six to twelve months, Patty could you address that question.

Well don't I go ahead and take that on. Particularly over the course of the year, we have generated approximately 22 million in earnings from our Mineral Segment with cash flow of about 48 million and a significant portion of that is due to the activity we're seeing in our Louisiana properties. And I would just like to say at this point of time, we are very comfortable with the evaluations we have received so far and as I mentioned earlier, we continue to actively look and explore and consider all the options we can to maximize that return.

Thanks, it's helpful and the website I think is also, your website is also very helpful in terms of detail you provided there. Can you remind as to when did you post that increased detail on your website on mineral rights?

It was in the last iteration I believe. Within the last few months, I don't have an exact date, Pete.

Okay. That's helpful and then. [Multiple speakers]

Okay, question for Patty, if I could, now that the Containerboard sale is closed, is it possible to narrow down the net proceeds in the 4 billion to 4.5 billion to a little finer point here?

Well as I've had mentioned Pete, we just closed it yesterday and it is subject to the final working capital numbers which will be coming out at the month end close. So, we expect that you will shortly we'll be able to do that. There are working capitals, there's a construction in process, issues and clothing costs. So I wouldn't want to put a finer point on it at this point, but we will shortly.

Okay. And just last question if I could. You have indicated substantial portion of proceeds to reduce debt. Now is it possible to refine that a little bit, may be in terms of percentage of the proceeds?

Well, as you think about the proceeds. You start with the $6 billion then take off the final closing adjustments. We have short term debt of roughly $1 billion, maturities in `08 of about 400 million, `09 maturities are about another 600 million. So we'll be looking at those. As you think about the tax payment that we'll be making in December that would be in the neighborhood of $1.5 billion and then if you get to the other debt, that's outstanding and what debt we will re-purchase when we would, would really be determined by its immediate cost and its relative value. These will be the other alternatives that we have for use of funds, that's something that we are discussing with the Board on an ongoing basis.

That's helpful. Thanks very much.

Sure.

Next question?

Our next question comes from Chip Dillon with Citigroup. Please go ahead.

This is James Armstrong calling for Chip. First question is what proportion of the third quarter Timberland income will be from land sales and what's normal?

I think we are estimating that we'll have approximately 20 million of land sales income during the third quarter and it varies depending on what the opportunity is, as we try to match to our 1031 exchanges. But on our ongoing basis, we've averaged over the course of the year between 80 million and 100 million in that segment.

Okay. How much of that is... how much of the total income number would that represent on average, historically.

Well I am not sure I have that right off the top of my head because it varies depending all of the other components of income, but it's been in that room and we'll have to go back and take a look at what our net was over the last couple of years, certainly in the magnitude of 10% to 15%, maybe slightly higher depending on the quarter.

Okay. Second question is, what's the tax rate going forward given both next quarter and next year following the Timber Tax Bill? Can you give us some guidance on that?

Sure and you think about it our income from continuing operations on a normal basis for the rest of the share, we would look at about 37ish. We will also get in addition to that, a benefit from the Timber Tax Bill for the rest of `08 in the neighborhood of $50 million to $60 million. And I don't have a number for you for '09.

Okay, I appreciate it. Thank you very much.

Next question.

Our next question comes from Mark Wilde with Deutsche Bank. Please go ahead.

Good morning. I had just a couple of questions about Timberland and then a follow-on. One question on the Timberland, Dan you've mentioned these Russian duties and how this would create more opportunities, improve your positions in China and Korea. I was just trying to figure out how bigger portion of your export log business, China and Korea really represent now, it could represent... I've always been under the impression most of your value is driven by that Japanese market with the Douglas fir?

Well, you are absolutely correct Mark. Most of the export volumes historically has been Japan... going to Japan. And we... over the past had some shipments to China and Korea, recently the activity has picked up quite a bit as Tom talked about, because of the fact, that we found this market for our blow down timber from the storm from the last tall. Tom, could you address the pickup in volume that we've seen in Korea and China.

Sure, Mark in years past, we had historically had a significant presence in China and it's been minimal, I would say over the last decade. That is just now starting to pick up. Korea we have maintained, particularly a combination of both white wood as well as Douglas fir markets and it is basically tripled in the last year or so. They represent in total probably less than 15% of our total export volume going overseas at this time, but the potential there to do better going forward.

Would they be kind of similar proportion of your income from export logs, or is Japan's still kind of disproportionate because of the high price of that Doug fir?

Well, you're right on that, a significant part of the volume, that's going over to Korea is Hemlock, which as you know is a lower price component than Douglas fir.

Okay. The other question I had and Dan, I understand it's a sensitive issue. But I think a lot of people are... would like to get some thoughts on the dividends, you're clearly not earning the dividend right now with the uncertain outlook for the housing market. Can you just share some general thoughts with us about how you think about the dividend?

Sure I preface it, as I always do, obviously it's a Board decision.

Absolutely.

As we look at the dividend, we commented on this in New York, we've got some guidance that we provided in terms of long term percentage of cash flow. We continue to look at that and obviously our view is informed by what we may believe is the length and depth of the cycle. So, we manage the dividend with a mind towards over the cycle earnings, and Board continues to take that up on a quarterly basis. We've obviously had a significant in flow cashier, we have got the ability to pay that dividend, but longer term, that policy will continue to be reviewed and it will be fundamentally based upon our view of long term earnings potential of the business.

Okay, very good. Thank you.

Next question?

Our next question comes from Ross Gilardi with Merrill Lynch. Please go ahead.

Good morning, thank you. I recall months ago you guys had outlined that the West Wood shipping business as an asset, were you were reviewing strategic alternatives. Can you just talk about that and how you are thinking about that business in relation to the some of the export opportunities to the Far East, that you just mentioned with regards to the Russian timber duties and so forth?

Sure, we really view them as two separate businesses, I mean we are in the Timberlands business to the extent that we got exports of logs we maybe shipping those on our westward ships. But we ship a fair amount on third party carriers. And so there is really no particular relationship to our shipping business and our export. So best way to separate asset, we are going through a strategic view, in a sale process of the entity, and anything we do with Westwood, would not impact our ability to continue to export.

Okay thank you. This is kind of a technical question to the extent you can help on the call, that would be great if not, we can handle on line, I was just confused that if you look at the container board business, it looked like, it earned $105 million pre-tax, during the quarter, yet your after tax earnings from discontinued operations were $111 million. Can you just explain how that is and perhaps a breakdown of your after tax earnings from continuing... from discontinuing ops by container board versus the Australian operations?

Ross, that probably is something that we should take off line, because it does depend upon the allocation of cost to the discontinued segments. So you get a little different treatment from a breakout of on going continuing versus discontinuing.

Okay. Thank you.

We will be happy to give you some more detail about that as well as, the breakdown between the container board and pan [ph] Australia. We will be back later, Ross.

Thank you.

Our next question comes from Mark Weintraub with Buckingham Research. Please go ahead.

Thank you, I certainly appreciate that the dividend that it comes down to a Board decision. But can you share with us, if you actually reviewed the dividend with the Board since you made your comments at the mid-year investor presentations.

Hi, Mark, this is Patty, yes actually we have and as you noted or would note that at the end of June, we made the announcement to pay the dividend for the third quarter, which will be paid here later in the month of August and we won't have another decision on a dividend announcement until the fourth quarter.

Okay. And you also mentioned other alternative potentially uses, besides that pay down and again I understand that's something that is under review, would that include things like share repurchase or what are some of the alternatives, that you could potentially share with us that would get reviewed?

Well, the Board will take all of that into consideration, Mark. We have no Board authorization at this point for a share buyback. But now that the transaction has been concluded, we have the opportunity to address, the opportunities for utilization of that cash and as Paddy mentioned, priority number one is to pay down debt, as it comes due and then provide ourselves with some flexibility as we look forward.

Okay. And then if I could follow up a little bit on the mineral rights. For instance in DeSoto County would you... I think you own about 15 or 20,000 acres there. Would you have already leased those properties or is that something that you have decision time to make and if it is something that you would consider selling, for instance in the fashion that International Paper had announced, a week or so ago. And maybe take us through your thought process of the benefits of holding on to properties, collecting royalties et cetera as opposed to outright sales and what is... or has been at least until very recently, a very hot market.

Sure, Mark this is Tom. We don't have quite the number of acres that you described to us in the DeSoto Parish itself. We have a much smaller component inside of that and a portion of those certainly are under these current leases. And as Dan mentioned in his remarks earlier, we continue to look at, what are the best options and in some cases that looks for a favorable lease arrangement, that has a significant participation in the royalty stream and we certainly will entertain options including either equity participation and/or as the sale, if that's what's the best thing for the return of the shareholder.

Okay. And is there anyway that you will be able to overtime perhaps provide us with parameters or help us better assess, what the opportunities, the value opportunity in the mineral rights area might be?

I think Mark, we can provide some additional level of disclosure. Certainly getting the sense from comments that people feel like we have not done, so we can't get into any proprietary information and obviously valuation is driven significantly by prices of whatever those assets maybe. Recently we have seen a significant run up in energy prices and that creates a different view of valuation. But I think the next time we get together, we can share some more of that information and try to give you a better sense and rest of those on the call and our investors how we think through this. As I mentioned historically, we have maintained and owned these mineral rights, we actively managed them. We do a lot of leasing, but we are not averse to outright sale and/or joint venture. So we take all of that into consideration and those decisions will be informed certainly by values of... not only we put on them. But certainly others put on them.

Very helpful thank you. And just one real last quick one. The Corporate was a plus 10 on chart 13, I know you had mentioned something about foreign exchange gains and lower variable comp. On a go forward basis, what type of number, should we be thinking about for Corporate?

I think Mark, on an ongoing basis, the Corporate segment has been about... if you take out the abnormal pieces that we have looked at around $40 million. Now we are adjusting those numbers based on some of the right sizing and restructuring that we are doing and we will try and give you some additional clarity on that on that as we go forward.

Okay.Thank you.

Yes.

Next question.

Our next question comes from Mark Connelly with Credit Suisse. Please go ahead

Thank you, a very specific question and then a more broader one, on the wood --

Mark, could you speak up a bit please?

Can you hear me better?

That's better, Mark, thank you.

Right, sorry about that. I am just wondering, if you can give us a sense within the wood products divisions, you obviously were able to narrow the loss and I am wondering are there specific areas or regions, where the losses are bigger or is there anything still left to work on, short of closing assets down. My second question is, its more broadly you guys have had a pretty good read on the OSP business over the next... last couple of years, Steve Rogel was very cautious about all the new capacity coming on and I am curious now the do you see this business as right for consolidation over the next year or two. And how strategically important is that business to Weyerhaeuser on the long side or the short side?

Well Mark, as you look on the materials. We saw significant improvement across our wood products businesses in the second quarter, saw good response on the demand in some of our product lines, mixed and others. Some modest price improvement from lumber and OSP. And we continue to... as we talked on previous occasions to have balanced our productive capability against what the demand signals are to us. In addition, we continue to work on the fundamentals, in terms of taking costs out of our business, in terms of spending SG&A, staffing associated with some of our curtailments or ship positive changes and so it's really a continuation of all those efforts that accounted for what you saw in the second quarter. Mark, in terms of your question about strategic importance. We are significant player in the OSP business, it is a product that is included in our structural frame design that we market through our wood products, I-level solution, the primary strategic asset in our wood products business continues to be our lumber business. Because we believe that adds value to our timberlands position, especially in the south. As we look at the other wood products, that we manufacture, our engineered products. We believe that they help to round out, the solution and at this point, it's a part of our strategic asset set. But we evaluate those businesses on a going basis. And it is conceivable that some of that product could be outsourced, we probably don't even have the ability to make all of the OSP that we sell. But I think that industry will likely go through some continued consolidations, as we work through current housing cycle. There have been a lot of mills, that have been shut down and it's likely you will continue to see some changes in that industry.

It's very helpful. Thank you.

Next question?

Our next question comes from Steve Chercover with D.A Davidson. Please go ahead.

Thanks. Good morning. first question, containerboard, previously you had a run rate of around 70 million and depreciation at over 61 million, I think Q1, is it right to say that had you included depreciation would have around 45 million in operating earnings. So really it wasn't an improvement sequentially?

Yes, Steve that would be correct, we had those earnings of about 45 million for the Q2.

Okay. So all right, that's interesting. And also I see that SG&A is already down quite substantially, not before container board, it was sold and presumably before any material head count reduction at headquarters. So can you explain what's happening there?

We took some initiatives last year, to start to make some significant changes to SG&A. And I think we identified last year opportunities to drop that number by about a $100 million. As we have embarked on these effort that I talked about this morning, where we identified potential 375... that's primarily corporate staff, but as the market has slowed, our SG&A has come down, and our operating businesses pretty significantly as you might imagine given the curtailments and shut downs of mills, with products business, and the decline in volume in our home building business. So it's a volume related answer with respect to our businesses, but we've been addressing the indirect and the corporate support aspect, as we've moved along.

So, I think when I took out all the puts and takes on the Corporate side, it was $10 million worth of contribution. Are you guys now profit centered?

Well Mark, if you look at the various pieces of the puts and takes there are some rather abnormal pieces that you really do have to sort out. We tried to give you some additional clarity on that as you look at the release and also in the remarks. So you've got some pension income in there, you've got the restructuring in Uruguay which as Cathy mentioned, is really just a step up in the book basis, as a result of the dissolution of our joint venture there. So I wouldn't say that our corporate centre is a profit centre, but we have been very focused on cutting cost in all areas that we can.

Great. Thanks, Patty. Thanks very much,

You bet.

Next question?

Our next question comes from Roberts Brown [ph] with Goldman Sachs. Please go ahead.

Hey, good morning. Thank you. Follow up on Mark's question on wood products. I think last quarter, you had guided to an expecting a lower operating loss in that segment, but I think you know they're like modestly improving lumber prices, and maybe other costs that as a $70 million positive variance, it's actually appreciably well. And I'm wondering what specifically was better than what you expected?

Well, I think we were pleasantly surprised by the improvement in pricing, particularly across our lumber and OSB during the quarter. As you can tell volumes were basically overall on mix, so significant prices and we'd actually seen before results. Year-over-year, we've taken out $150 million in cost out of this business, as I mentioned in terms of all of that activities we've been engaged upon. So we started to see some of the benefits from that as well.

Okay I guess just follow up to that what is your actual operating rate right now. I know you had mentioned 50% or so and it will less I assume what actual was the operating rate during the quarter, was?

Again if you go back, I think we are saying and we haven't change license for materially represented it may add less. We're about 70% in our lumber and 50% approximately ball park in OSP and our internet products.

Okay and then just in the Real Estate segment, what was your cancellation rate during the quarter.

I think it was just a little over 30%. It's on travel revenue. [multiple speakers]

Okay, Okay, thank you. And then just lastly on pulp, I think you note that 15,000 tons of value, you think you have lost in volumes because [inaudible] the expected sale will continue going forward.

While, we certainly hope it doesn't but we have this isn't the first we have experienced to delay shipments in this year. If it's something that is high on our authority list to ensure that our shipments go out as planned and again we are working on issue, diligently.

Okay so you guys, in the quarter, you think it will sort out correct or not get bad?

No, it's still a difficult situation, it's hard to even speculate exactly how it'll end up. Again we're working at it as best as we can and certainly it's our intention not to have any future delays.

Okay. All right, thanks very much guys.

We have time for one last question.

Our final question comes from George Staphos, Banc of America Securities. Please go ahead.

Thanks, hi guys. may be a bigger picture question, to conclude, Dan, I think you mentioned at the beginning of call that you now have the right portfolio to make the right decisions at the right time. I'm paraphrasing a little bit here, as we should think about it, is the platform now appropriately sized and we're merely waiting on the cycle as the catalyst for your next decisions within the portfolio or do you need to perhaps even tack on to the portfolio before you make the next steps in Weyerhaeuser's evolution. Thanks.

Thanks, George. We can expect that there would continue to be some further fine tuning of the portfolio. As we continue to narrow down to our core assets, what we have talked about is that our fundamental foundation is built on our Timberlands, to that we add our wood products business, our cellulose fibers business and our real estate business. And we have got other assets, that we add over the years, including some that we have recently sold such as Australia. And we have talked about our shipping business and our rail roads. So we have got some smaller non core businesses, where we still have an opportunity to fine tune the portfolio. As we look forward to '09 and '10. I mean we are really, looking for some turnaround that we know will come and in the housing cycle, which will give us some strength in our wood products business and our real estate business, it will give us some additional flexibility. Our focus at this point to improve the operational excellence of every single business that we got. We will make it more valuable for us, where ultimately, we determine that there was a better sponsor for any of those businesses, it would make those businesses more valuable. So... go ahead.

Could the fine turning include growing, if you have the right valuations parameters or turn parameters, growing within the Timberland business and in a significant way,

It...would absolutely include potential to grow.

Okay.

Long-term, what we are trying to do is to narrow the focus of the portfolio, to right size the support organization that supports these businesses and to get on a solid footing for growth in the future. So we're going through this process of narrowing focus, that we started with paper and now into container board. We've got some smaller business activities. We'll get to a solid core here and then we'll make a decision about the appropriate structure to support those businesses as we go forward.

Thank you very much.

Okay. That concludes the call we appreciate all of the questions and I just wanted to reiterate a couple of key points that we made. We've been through this downsizing process, especially with paper and container board. We're following that with our corporate restructuring, that we know is necessary, I've been really excited about how quickly, we've been able to address that issue and then you'll start to see results already this year and then following through the next year. We got a great leadership team; we are going to be positioned, as we move forward. As we talk and Larry talked about the housing market, we expect the housing market is going to be tough for a while. But I think we have gone through most of the downsizing in the businesses that participate in that industry and I think as we come out of this, we are going to be in good shape and... so the focus on '09 is to continue to squeeze cost to improve operational performance, creating flexibility and optionality for us, as we move forward. And we are expecting to start to see some market improvement, end of '09 and into '010, and we are going to be positioned for it. So, I thank you very much time for your time and attention today and as always, if there are questions you can follow up with Kathy.

Thank you very much for joining. Have a good day.

Ladies and gentlemen, this concludes the Weyerhaeuser 2008 second quarter earnings conference call. If you would like to listen to replay of today's conference call, please dial 800-405-2236 or internationally at 303-590-3000, enter pass code 11116520 followed by the pound sign. Those numbers again are 800-405-2236 or internationally at 303-590-3000, pass code is 11116520 followed by the pound sign. ACT would like to thank you for your participation and you may now disconnect.