##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-Q
  (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE
    SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended
    September 30,
    2009o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period
    from          to          .    Commission file number 1-10466
  The St. Joe Company
 (Exact name of registrant as
    specified in its charter)
   Florida

59-0432511(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. Employer
    Identification No.)245 Riverside Avenue, Suite 500 
    Jacksonville, Florida

32202(Zip Code)(Address of principal executive
    offices)    (904) 301-4200
 (Registrants telephone number, including area code)
   þ o
  Regulation S-T o o
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ




---



##### 



THE ST.
    JOE COMPANY
    INDEX
   
 Page No.PART I Financial InformationItem 1.

Financial Statements


2Consolidated Balance Sheets  September 30, 2009
    and December 31, 2008


2Consolidated Statements of Operations  Three months
    and nine months ended September 30, 2009 and 2008


3Consolidated Statement of Changes in Equity  Nine
    months ended September 30, 2009


4Consolidated Statements of Cash Flows  Nine months
    ended September 30, 2009 and 2008


5Notes to Consolidated Financial Statements


6Item 2.

Managements Discussion and Analysis of Financial Condition
    and Results of Operations


20Item 3.

Quantitative and Qualitative Disclosures About Market Risk


37Item 4.

Controls and Procedures


37PART II Other InformationItem 1.

Legal Proceedings


38Item 1A.

Risk Factors


38Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds


38Item 3.

Defaults Upon Senior Securities


38Item 4.

Submission of Matters to a Vote of Security Holders


38Item 5.

Other Information


38Item 6.

Exhibits


39Signatures


40EX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32.1 Section 906 Certification of CEOEX-32.2 Section 906 Certification of CFOEX-99.1 Supplemental Information regarding Land-Use Entitlements, Sales by Community and other quarterly information   1




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  THE ST.
    JOE COMPANY
  CONSOLIDATED
    BALANCE SHEETS
 (Dollars
    in thousands)
  September 30,


December 31,2009


2008(Unaudited)ASSETSInvestment in real estate

$
844,911


$
890,583Cash and cash equivalents


156,554



115,472Notes receivable


25,268



50,068Pledged treasury securities


27,547



28,910Prepaid pension asset


42,193



41,963Property, plant and equipment, net


16,899



19,786Income taxes receivable


27,881



32,308Other assets


28,754



35,199Assets held for sale






3,989Total assets

$
1,170,007


$
1,218,278LIABILITIES AND EQUITYLIABILITIES:Debt

$
43,292


$
49,560Accounts payable and other


15,578



22,594Accrued liabilities and deferred credits


98,190



92,636Deferred income taxes


61,575



61,501Liabilities associated with assets held for sale






586Total liabilities


218,635



226,877EQUITY:STOCKHOLDERS EQUITY:Common stock, no par value; 180,000,000 shares authorized;
    122,685,821 and 122,438,699 issued at September 30, 2009
    and December 31, 2008, respectively


920,391



914,456Retained earnings


975,253



1,046,000Accumulated other comprehensive (loss)


(14,950
)


(42,660
)Treasury stock at cost, 30,260,436 and 30,235,435 shares
    held at September 30, 2009 and December 31, 2008,
    respectively


(929,708
)


(929,167
)Total stockholders equity


950,986



988,629Noncontrolling interest


386



2,772Total equity


951,372



991,401Total liabilities and equity

$
1,170,007


$
1,218,278    2




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##### Table of Contents



THE ST.
    JOE COMPANYCONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
    (Dollars in thousands except per share amounts)
  Three Months Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008Revenues:Real estate sales

$
24,271


$
13,712


$
53,008


$
161,425Rental revenues


592



437



1,364



998Timber sales


7,053



5,884



20,392



19,953Other revenues


11,279



13,167



30,688



34,919Total revenues


43,195



33,200



105,452



217,295Expenses:Cost of real estate sales (exclusive of depreciation, depletion
    and amortization)


22,452



8,685



38,168



48,200Cost of rental revenues


548



210



945



417Cost of timber sales


5,139



4,938



14,765



14,780Cost of other revenues


11,057



13,596



30,807



37,614Other operating expenses


8,752



14,383



32,092



43,149Corporate expense, net


5,902



8,008



19,123



25,997Depreciation and amortization


4,003



4,158



12,365



13,305Pension settlement charge










44,678



Impairment losses


11,063



1,329



32,561



4,562Restructuring charges


1,834



1,250



1,845



4,297Total expenses


70,750



56,557



227,349



192,321Operating (loss) profit


(27,555
)


(23,357
)


(121,897
)


24,974Other income (expense):Investment income, net


764



1,685



2,160



4,966Interest expense


(65
)


(116
)


(332
)


(4,445
)Other, net


526



(8,163
)


1,450



(8,572
)Loss on early extinguishment of debt






(680
)






(30,554
)Total other income (expense)


1,225



(7,274
)


3,278



(38,605
)Loss from continuing operations before equity in loss of
    unconsolidated affiliates and income taxes


(26,330
)


(30,631
)


(118,619
)


(13,631
)Equity in loss of unconsolidated affiliates


(66
)


(47
)


(81
)


(260
)Income tax benefit


(11,906
)


(11,545
)


(47,290
)


(5,553
)Loss from continuing operations


(14,490
)


(19,133
)


(71,410
)


(8,338
)Loss from discontinued operations, net of tax






(104
)


(154
)


(160
)Net loss


(14,490
)


(19,237
)


(71,564
)


(8,498
)Less: Net (loss) attributable to noncontrolling interest


(60
)


(39
)


(817
)


(536
)Net loss attributable to the Company

$
(14,430
)

$
(19,198
)

$
(70,747
)

$
(7,962
)(LOSS) EARNINGS PER SHAREBasicLoss from continuing operations

$
(0.16
)

$
(0.21
)

$
(0.77
)

$
(0.09
)Loss from discontinued operations

$



$



$



$
Net loss

$
(0.16
)

$
(0.21
)

$
(0.77
)

$
(0.09
)DilutedLoss from continuing operations

$
(0.16
)

$
(0.21
)

$
(0.77
)

$
(0.09
)Loss from discontinued operations

$



$



$



$
Net loss

$
(0.16
)

$
(0.21
)

$
(0.77
)

$
(0.09
)    3




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##### Table of Contents



THE ST.
    JOE COMPANYCONSOLIDATED STATEMENT OF CHANGES IN EQUITY
    (Unaudited)
    (Dollars in thousands)
  AccumulatedCommon Stock





OtherOutstanding





Retained


Comprehensive


Treasury


NoncontrollingShares


Amount


Earnings


Income (Loss)


Stock


Interest


TotalBalance at December 31, 2008


92,203,264


$
914,456


$
1,046,000


$
(42,660
)

$
(929,167
)

$
2,772


$
991,401Comprehensive (loss):Net (loss)










(70,747
)










(817
)


(71,564
)Amortization of pension and postretirement benefit costs, net of
    tax














1,314











1,314Pension settlement costs, net of tax














27,856











27,856Effect of pension remeasurement, net of tax














(1,460
)










(1,460
)Total comprehensive (loss)


























(43,854
)Distributions






















(1,569
)


(1,569
)Issuances of restricted stock


330,844























Forfeitures of restricted stock


(102,028
)






















Issuance of common stock


18,306



467



















467Excess tax benefit on options exercised and vested restricted
    stock






(739
)


















(739
)Amortization of stock-based compensation






6,207



















6,207Purchases of treasury shares


(25,001
)














(541
)






(541
)Balance at September 30, 2009


92,425,385


$
920,391


$
975,253


$
(14,950
)

$
(929,708
)

$
386


$
951,372    4




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##### Table of Contents



THE ST.
    JOE COMPANYCONSOLIDATED STATEMENTS OF CASH
    FLOW
    (Unaudited)
    (Dollars in thousands)
  Nine Months EndedSeptember 30,2009


2008Cash flows from operating activities:Net loss

$
(71,564
)

$
(8,498
)Adjustments to reconcile net loss to net cash provided by
    operating activities:Depreciation and amortization


12,365



13,321Stock-based compensation


6,207



8,807Equity in loss of unconsolidated joint ventures


81



260Deferred income tax (benefit) expense


(17,272
)


27,337Loss on early extinguishment of debt






30,554Pension settlement


44,678



Impairment losses


32,561



4,562Cost of operating properties sold


32,090



42,543Expenditures for operating properties


(7,511
)


(27,657
)Changes in operating assets and liabilities:Notes receivable


3,168



3,522Other assets


7,036



5,401Accounts payable and accrued liabilities


(1,602
)


(12,958
)Income taxes receivable


4,427



(49,445
)Net cash provided by operating activities


44,664



37,749Cash flows from investing activities:Purchases of property, plant and equipment


(3,429
)


(1,291
)Proceeds from the disposition of assets


1,694



Purchases of short-term investments, net of maturities and
    redemptions






619Distributions from unconsolidated affiliates


535



Net cash used in investing activities


(1,200
)


(672
)Cash flows from financing activities:Proceeds from revolving credit agreements






35,000Repayment of borrowings under revolving credit agreements






(167,000
)Repayments of other long-term debt






(370,000
)Make whole payment in connection with prepayment of senior notes






(29,690
)Distributions to noncontrolling interest partner


(1,569
)


(2,687
)Proceeds from exercises of stock options


467



1,653Issuance of common stock






579,802Excess tax benefits from stock-based compensation


(739
)


(108
)Taxes paid on behalf of employees related to stock-based
    compensation


(541
)


(2,040
)Net cash (used in) provided by financing activities


(2,382
)


44,930Net increase in cash and cash equivalents


41,082



82,007Cash and cash equivalents at beginning of period


115,472



24,265Cash and cash equivalents at end of period

$
156,554


$
106,272    5




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##### Table of Contents



THE ST.
    JOE COMPANYNOTES TO CONSOLIDATED FINANCIAL STATEMENTS(Dollars in thousands, unless otherwise stated)
    (Unaudited)
  1.
    Description
    of Business and Basis of Presentation  Description
    of Business
    Basis
    of Presentation
  Form 10-Q.
  Form 10-K
    Adoption
    of New Accounting Standards
  2009-01, Generally Accepted Accounting Principles Amendments
    based on Statement of Financial Accounting Standards No. 168-The
    FASB Accounting Standards Codification and the Hierarchy of
    Generally Accepted Accounting Principles
 6




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  New
    Accounting Standards
  No. 2009-05  Fair Value
    Measurements and Disclosures No. 2009-05
  Accounting for Transfers of Financial Assets  An
    Amendment of SFAS 140 Transfers and Servicing Consolidation and/or participating
    interest
  Amendment to Interpretation 46(R) 7
 7




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Employers Disclosures
    about Postretirement Benefit Plan Assets. Compensation-Retirement Benefits
  2.
    Stock-Based
    Compensation and Earnings Per Share  Stock-Based
    Compensation
    Service-Based
    Grants
    Weighted AverageNumber of


Grant Date FairService-Based Non-Vested Restricted Shares

Shares


ValueBalance at December 31, 2008


405,662


$
43.23Granted


133,875



22.33Vested


(123,545
)


43.07Forfeited


(42,726
)


39.57Balance at September 30, 2009


373,266


$
36.21    8




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Market
    Condition Grants
        Weighted AverageNumber of


Grant Date FairMarket Condition Non-Vested Restricted Shares

Shares


ValueBalance at December 31, 2008


484,182


$
27.31Granted


196,969



15.69Vested






Forfeited


(59,302
)


23.43Balance at September 30, 2009


621,849


$
23.99       Three Months Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008Stock option expense

$
145


$
429


$
729


$
909Restricted stock expense(a)


621



1,962



5,705



7,898Total

$
766


$
2,391


$
6,434


$
8,807   (a)
    
    Includes $0.2 million related to accrued cash liability
    awards during the three and nine months ending
    September 30, 2009.  Earnings
    (Loss) Per Share
   9




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008Basic average shares outstanding


91,496,677



91,323,588



91,357,912



87,236,860Net effect of stock options assumed to be exercised














Net effect of non-vested restricted stock assumed to be vested














Diluted average shares outstanding


91,496,677



91,323,588



91,357,912



87,236,860     3.
    Notes
    Receivable    September 30, 2009


December 31, 2008Saussy Burbank

$
5,429


$
16,671Various builders


9,898



16,714Advantis






7,267Pier Park Community Development District


2,584



2,404Perry Pines mortgage note


6,263



6,263Various mortgages and other


1,094



749Total notes receivable

$
25,268


$
50,068    10




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    Investment
    in Real Estate    September 30, 2009


December 31, 2008Operating property:Residential real estate

$
192,173


$
185,798Rural land sales


139



139Forestry


62,042



62,435Other


510



338Total operating property


254,864



248,710Development property:Residential real estate


549,559



596,011Commercial real estate


59,531



59,045Rural land sales


7,721



7,381Other


305



796Total development property


617,116



663,233Investment property:Commercial real estate


1,753



1,835Rural land sales


5



5Forestry


523



522Other


5,906



5,742Total investment property


8,187



8,104Investment in unconsolidated affiliates:Residential real estate


2,877



3,494Total real estate investments


883,044



923,541Less: Accumulated depreciation


38,133



32,958Investment in real estate

$
844,911


$
890,583     5.
    Fair
    Value Measurements       11




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Quoted Prices in


Significant Other


SignificantActive Markets for


Observable


Unobservable


Fair ValueIdentical Assets


Inputs


Inputs


September 30,(Level 1)


(Level 2)


(Level 3)


2009Financial assets:Investments in money market funds

$
142,579


$



$



$
142,579Retained interest in QSPEs










9,783



9,783Total assets at fair value

$
142,579


$



$
9,783


$
152,362   15-year
  Investments 
    Other, Subtopic 40  Beneficial Interests in
    Securitized Financial Assets
    2009Balance January 1

$
9,518Additions


Accretion of interest income


265Balance September 30

$
9,783    12




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Quoted Prices in

Significant Other

SignificantActive Markets for

Observable

Unobservable

Fair Value

TotalIdentical Assets

Inputs

Inputs

September 30,

Impairment(Level 1)

(Level 2)

(Level 3)

2009

ChargeNon-financial assets:Investment in real estate

$



$
620


$
3,242


$
3,862


$
884     6.
    Restructuring  2006-2009
  Residential Real


Commercial Real


Rural LandEstate


Estate


Sales


Forestry


Other


TotalThree months ended September 30, 2009

$
820


$
648


$
124


$



$
242


$
1,834Nine months ended September 30, 2009


871



648



124



1



201



1,845Three months ended September 30, 2008


373



117



14



30



716



1,250Nine months ended September 30, 2008


1,189



142



17



150



2,799



4,297Cumulative restructuring charges, September 30, 2006
    through September 30, 2009

$
18,519


$
1,301


$
1,785


$
301


$
6,487


$
28,393Remaining one-time termination benefits to employees 
    to be incurred during 2009(a)

$
16


$



$



$



$



$
16    (a)
    
    Represents costs to be incurred from October 1, 2009
    through December 31, 2009.      Balance at





Balance atDecember 31,

Costs



September 30,

Due within2008

Accrued

Payments

2009

12 monthsOne-time termination benefits to employees

$
694


$
1,845


$
(1,577
)

$
962


$
962   7.
    Discontinued
    Operations   13




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Three Months Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008Commercial Buildings  Commercial SegmentAggregate revenues

$



$



$



$
17Pre-tax income














21Income taxes














8Income from discontinued operations, net

$



$



$



$
13Sunshine State Cypress  Forestry SegmentAggregate revenues

$



$
1,164


$
1,707


$
5,263Pre-tax (loss)






(171
)


(377
)


(284
)Pre-tax gain on sale










124



Income taxes (benefit)






(67
)


(99
)


(111
)(Loss) from discontinued operations

$



$
(104
)

$
(154
)

$
(173
)Total (loss) from discontinued operations, net

$



$
(104
)

$
(154
)

$
(160
)   8.
    Debt    September 30, 2009


December 31, 2008Non-recourse defeased debt

$
27,547


$
28,910Community Development District debt


12,296



11,857Various non-interest bearing notes, secured by certain real
    estate






5,344Other non-interest bearing notes


3,449



3,449Total debt

$
43,292


$
49,560  14




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009

$
1142010


4702011


3,9482012


5232013


558Thereafter


37,679Total

$
43,292    (a)
    
    Includes debt defeased in connection with the sale of the
    Companys office portfolio in the amount of
    $27.5 million.      Covenant

September 30, 2009Minimum consolidated tangible net worth

$
800,000


$
950,199Ratio of total indebtedness to total asset value


50.0
%


4.0
%Unencumbered leverage ratio


2.0
x


43.2
xMinimum liquidity

$
20,000


$
253,767      15




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   9.
    Employee
    Benefit Plans    Three Months Ended September 30,


Nine Months Ended September 30,2009


2008


2009


2008Service cost

$
362


$
341


$
1,079


$
1,591Interest cost


447



1,997



4,393



6,147Expected return on assets


(1,263
)


(4,081
)


(8,078
)


(12,931
)Prior service costs


177



193



532



543Curtailment charge






446







446Settlement costs


617



1,472



45,294



1,472Actuarial loss


57







1,015



Net periodic benefit expense (credit)

$
397


$
368


$
44,235


$
(2,732
)     10.
    Income
    Taxes  and/or
    11.
    Segment
    Information   16




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Form 10-K.
    Three Months Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008Operating Revenues:Residential real estate

$
33,664


$
22,211


$
69,276


$
61,629Commercial real estate


2,188



2,649



2,877



3,193Rural land sales


290



2,436



12,907



132,520Forestry


7,053



5,904



20,392



19,953Consolidated operating revenues

$
43,195


$
33,200


$
105,452


$
217,295Loss from continuing operations before equity in loss of
    unconsolidated affiliates and income taxes :Residential real estate

$
(20,001
)

$
(13,025
)

$
(57,598
)

$
(45,018
)Commercial real estate


(550
)


(563
)


(1,826
)


(1,955
)Rural land sales


(467
)


2,011



9,197



106,201Forestry


1,234



242



3,451



2,983Other


(6,546
)


(19,296
)


(71,843
)


(75,842
)Consolidated loss from continuing operations before equity in
    loss of unconsolidated affiliates and income taxes

$
(26,330
)

$
(30,631
)

$
(118,619
)

$
(13,631
)   September 30, 2009


December 31, 2008Total Assets:Residential real estate

$
752,978


$
817,867Commercial real estate


64,881



63,109Rural land sales


14,717



14,590Forestry


62,528



63,391Corporate


274,903



255,332Assets held for sale(1)






3,989Total Assets

$
1,170,007


$
1,218,278    (1)
    
    Formerly part of the Forestry segment at December 31, 2008.  12.
    Contingencies   17




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Contingencie
              13.
    Concentration
    of Risks and Uncertainties         18




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    14.
    Subsequent
    Events         19




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Forward-Looking
    Statements
    
    future operating performance, revenues, earnings and cash flows;
    future residential and commercial demand, opportunities and
    entitlements;
    development approvals and the ability to obtain such approvals,
    including possible legal challenges;
    the number of units or commercial square footage that can be
    supported upon full build-out of a development;
    the number, price and timing of anticipated land sales or
    acquisitions;
    estimated land holdings for a particular use within a specific
    time frame;
    the levels of resale inventory in our developments and the
    regions in which they are located;
    the development of relationships with strategic partners,
    including homebuilders;
    future amounts of capital expenditures;
    the projected completion, opening, operating results and
    economic impact of the new international airport in Northwest
    Florida as well as the timing and availability of air service at
    the new airport;
    the amount of dividends, if any, we pay; and
    the number or dollar amount of shares of our stock which may be
    purchased under our existing or future share-repurchase programs.    Form 10-K Form 10-Q,
  
    a continued downturn in the real estate markets in Florida and
    across the nation;
    a continued crisis in the national financial markets and the
    financial services and banking industries;
    a continued decline in national economic conditions;
    economic conditions in Northwest Florida, Florida as a whole and
    key areas of the southeastern United States that serve as
    feeder markets to our Northwest Florida operations;
    availability of mortgage financing, increases in foreclosures
    and changes in interest rates;
    changes in the demographics affecting projected population
    growth in Florida, including the demographic migration of Baby
    Boomers;
    the inability to raise sufficient cash to enhance and maintain
    our operations and to develop our real estate holdings; 20




---



##### Table of Contents




    an event of default under our credit facility, or the
    restructuring of such debt on terms less favorable to us;
    possible future write-downs of the carrying value of our real
    estate assets and notes receivable;
    the termination of sales contracts or letters of intent due to,
    among other factors, the failure of one or more closing
    conditions or market changes;
    the failure to attract homebuilding customers for our
    developments, or their failure to satisfy their purchase
    commitments;
    the failure to attract desirable strategic partners, complete
    agreements with strategic partners
    and/or
    manage relationships with strategic partners going forward;
    natural disasters, including hurricanes and other severe weather
    conditions, and the impact on current and future demand for our
    products in Florida;
    whether our developments receive all land-use entitlements or
    other permits necessary for development
    and/or full
    build-out or are subject to legal challenge;
    local conditions such as the supply of homes and homesites and
    residential or resort properties or a change in the demand for
    real estate in an area;
    timing and costs associated with property developments;
    the pace of commercial development in Northwest Florida;
    competition from other real estate developers;
    changes in pricing of our products and changes in the related
    profit margins;
    changes in operating costs, including real estate taxes and the
    cost of construction materials;
    changes in the amount or timing of federal and state income tax
    liabilities resulting from either a change in our application of
    tax laws, an adverse determination by a taxing authority or
    court, or legislative changes to existing laws;
    the failure to realize significant improvements in job creation
    and public infrastructure in Northwest Florida, including the
    expected economic impact of the new airport under construction
    in Bay County;
    the failure of Southwest Airlines to commence service upon the
    opening of the new airport in Northwest Florida, or the
    subsequent reduction or termination of such service.
    Southwests service to the new airport is subject to
    various conditions as described in our Current Report on
    Form 8-K
    filed with the SEC on October 21, 2009;
    potential liability under environmental laws or other laws or
    regulations;
    changes in laws, regulations or the regulatory environment
    affecting the development of real estate;
    potential liability relating to construction defects;
    fluctuations in the size and number of transactions from period
    to period;
    the prices and availability of labor and building materials;
    changes in homeowner insurance rates and deductibles for
    property in Florida, particularly in coastal areas, and
    availability of property insurance in Florida;
    high property tax rates in Florida, and future changes in such
    rates;
    significant tax payments arising from any acceleration of
    deferred taxes;
    changes in gasoline prices; and
    acts of war, terrorism or other geopolitical events. 21




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##### Table of Contents



Overview
        
    the sale of developed homesites to retail customers and builders;
    the sale of parcels of entitled, undeveloped land;
    the sale of housing units built by us;
    resort and club operations;
    rental income; and
    brokerage fees on certain transactions.          Critical
    Accounting Estimates
   22




---



##### Table of Contents



Form 10-K
  Recently
    Issued Accounting Standards
  and/or
  Results
    of Operations
      
    $11.1 million of impairment charges consisting of
    $0.9 million of impairments associated with homes and
    homesites in our residential segment, a $9.0 million
    write-down related to the settlement of our Saussy Burbank notes
    receivable, a $0.1 million write-down of builder notes
    receivable and $1.1 million of write-downs related to other
    long-term assets; and
    $1.8 million restructuring charge related to one-time
    termination benefits.    
    $0.7 million loss on early debt extinguishment;
    $1.3 million impairment charge related to the write-down of
    homes in our residential real estate segment;
    $1.9 million related to the write-off of net book value on
    abandoned property;
    $1.3 million restructuring charge and $1.9 million
    related pension charge; and
    $6.6 million related to a fair value adjustment on retained
    interests of monetized installment notes.      
    $32.6 million of impairment charges consisting of a
    $6.7 million write-down related to our SevenShores
    condominium and marina development project, $6.5 million of
    impairments associated with homes and homesites in our
    residential segment, a $9.0 million write-down related to
    the settlement of the Saussy Burbank notes receivable, a
    $7.4 million write-off of the Advantis note receivable, a
    $1.9 million write-down of builder notes receivable and
    $1.1 million of write-downs related to other long-term
    assets;
    $44.7 million non-cash pension settlement charge related to
    the purchase of annuities with plan assets for certain
    participants in our pension plan; and
    $1.8 million restructuring charge related to one-time
    termination benefits.    
    $30.6 million loss on early debt extinguishment; 23




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##### Table of Contents




    $4.6 million impairment charges consisting of
    $3.8 million related to the write-down of homes in our
    residential real estate segment and $0.8 million related to
    the write-down of a renegotiated builder note receivable;
    $1.9 million write-off of net book value on abandoned
    property;
    $4.3 million restructuring charge and $1.9 million
    related pension charge; and
    $8.5 million related to a fair value adjustment on retained
    interests of monetized installment notes.      Consolidated
    Results
  Revenues and expenses.
  Three Months Ended September 30,


Nine Months Ended September 30,2009


2008


Difference


% Change


2009


2008


Difference


% Change(Dollars in millions)Revenues:Real estate sales

$
24.2


$
13.7


$
10.5



77
%

$
53.0


$
161.4


$
(108.4
)


(67
)%Rental revenues


0.6



0.4



0.2



50



1.4



1.0



0.4



40Timber sales


7.1



5.9



1.2



20



20.4



20.0



0.4



2Other revenues


11.3



13.2



(1.9
)


(14
)


30.6



34.9



(4.3
)


(12
)Total


43.2



33.2



10.0



30



105.4



217.3



(111.9
)


(51
)Expenses:Cost of real estate sales


22.5



8.7



13.8



159



38.2



48.2



(10.0
)


(21
)Cost of rental revenues


0.5



0.2



0.3



150



0.9



0.4



0.5



125Cost of timber sales


5.1



4.9



0.2



4



14.8



14.8







Cost of other revenues


11.1



13.6



(2.5
)


(18
)


30.8



37.6



(6.8
)


(18
)Other operating expenses


8.8



14.4



(5.6
)


(39
)


32.1



43.1



(11.0
)


(26
)Total

$
48.0


$
41.8


$
6.2



15
%

$
116.8


$
144.1


$
(27.3
)


(19
)%          24




---



##### Table of Contents



Corporate expense.
  Pension settlement charge.
  Impairment Losses.
    
    We recorded a $9.0 million write-down related to the
    settlement of the Saussy Burbank notes receivable, a
    $0.1 million write-down of builder notes receivable and a
    $1.1 million impairment charge related to other long-term
    assets; and
    We recorded a $0.9 million write-down related to completed
    unsold homes and homesites within other communities.      
    We recorded a $6.5 million impairment charge related to
    completed unsold homes and homesites in our communities and a
    $6.7 million write-down of our SevenShores condominium and
    marina development project; and
    We recorded a $9.0 million write-down related to the
    settlement of the Saussy Burbank notes receivable, a
    $7.4 million write-off of the Advantis note receivable, a
    $1.9 million write-down of builder notes receivable and a
    $1.1 million impairment charge related to other long-term
    assets.     25




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##### Table of Contents



Restructuring charge. 2006-2009
  Other income (expense).
        Income tax benefit.
  Segment
    Results
  Residential
    Real Estate
       26




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##### Table of Contents



Three Months Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008(In millions)Revenues:Real estate sales

$
21.9


$
8.7


$
37.6


$
25.8Rental revenue


0.5



0.4



1.0



0.9Other revenues


11.3



13.1



30.7



34.9Total revenues


33.7



22.2



69.3



61.6Expenses:Cost of real estate sales


21.1



6.6



35.2



22.1Cost of rental revenue


0.5



0.2



0.9



0.4Cost of other revenues


11.1



13.6



30.8



37.6Other operating expenses


6.4



11.7



24.8



34.7Depreciation and amortization


2.9



2.9



9.1



8.8Restructuring charge


0.8



0.4



0.9



1.2Impairment charge


10.7



1.3



24.7



4.6Total expenses


53.5



36.7



126.4



109.4Other income (expense)


(0.1
)


1.4



(0.5
)


2.8Pre-tax loss from continuing operations

$
(19.9
)

$
(13.1
)

$
(57.6
)

$
(45.0
)      27




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##### Table of Contents



Three
    Months Ended September 30, 2009 and 2008
    Three Months Ended September 30, 2009


Three Months Ended September 30, 2008Homes


Homesites


Total


Homes


Homesites


Total(Dollars in millions)Sales

$
7.9


$
1.3


$
9.2


$
2.3


$
6.0


$
8.3Cost of sales:Direct costs


6.2



0.6



6.8



1.9



3.9



5.8Selling costs


0.6



0.1



0.7



0.1



0.2



0.3Other indirect costs


0.8



0.1



0.9



0.1



0.4



0.5Total cost of sales


7.6



0.8



8.4



2.1



4.5



6.6Gross profit

$
0.3


$
0.5


$
0.8


$
0.2


$
1.5


$
1.7Gross profit margin


4
%


39
%


9
%


9
%


25
%


21
%Units sold


35



12



47



3



74



77       Three Months Ended September 30, 2009


Three Months Ended September 30, 2008Closed





Cost of


Gross


Closed





Cost of


GrossUnits


Revenues


Sales


Profit


Units


Revenues


Sales


Profit(Dollars in millions)Northwest Florida:Resort and SeasonalSingle-family homes


2


$
0.9


$
0.8


$
0.1






$
1.2


$
1.1


$
0.1Homesites


8



1.0



0.7



0.3



12



3.3



1.7



1.6PrimaryHomesites


2



0.1







0.1



21



1.1



0.9



0.2Northeast Florida:PrimarySingle-family homes






























Central Florida:PrimarySingle-family homes


6



1.3



1.2



0.1



1



0.5



0.4



0.1Multi-family homes


22



5.0



4.9



0.1



1



0.4



0.4



Townhomes


5



0.7



0.7







1



0.2



0.2



Homesites


2



0.2



0.1



0.1



41



1.6



1.9



(0.3
)Total


47


$
9.2


$
8.4


$
0.8



77


$
8.3


$
6.6


$
1.7    28




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##### Table of Contents



Nine
    Months Ended September 30, 2009 and 2008
    Nine Months Ended September 30, 2009


Nine Months Ended September 30, 2008Homes


Homesites


Total


Homes


Homesites


Total(Dollars in millions)Sales

$
21.1


$
3.8


$
24.9


$
16.6


$
8.7


$
25.3Cost of sales:Direct costs


15.5



1.8



17.3



13.1



5.1



18.2Selling costs


3.3



0.2



3.5



2.1



0.4



2.5Other indirect costs


1.5



0.2



1.7



0.9



0.5



1.4Total cost of sales


20.3



2.2



22.5



16.1



6.0



22.1Gross profit

$
0.8


$
1.6


$
2.4


$
0.5


$
2.7


$
3.2Gross profit margin


4
%


42
%


10
%


3
%


31
%


13
%Units sold


72



28



100



28



85



113  29




---



##### Table of Contents



Nine Months Ended September 30, 2009


Nine Months Ended September 30, 2008Closed





Cost of


Gross


Closed





Cost of


GrossUnits


Revenues


Sales


Profit


Units


Revenues


Sales


Profit(Dollars in millions)Northwest Florida:Resort and Seasonal:Single-family homes


19


$
8.7


$
8.3


$
0.4



7


$
8.2


$
7.8


$
0.4Homesites


19



2.8



1.9



0.9



19



5.7



3.0



2.7Primary:Single-family homes






























Townhomes






























Homesites


7



0.7



0.2



0.5



21



1.1



0.9



0.2Northeast Florida:Primary:Single-family homes


2



0.6



0.5



0.1



2



0.9



1.1



(0.2
)Homesites


















3



0.2



0.1



0.1Central Florida:Primary:Single-family homes


14



3.4



3.3



0.1



8



4.0



3.8



0.2Multi-family homes


26



6.0



5.9



0.1



9



3.1



3.0



0.1Townhomes


11



2.4



2.3



0.1



2



0.4



0.4



Homesites


2



0.3



0.1



0.2



42



1.7



2.0



(0.3
)Total


100


$
24.9


$
22.5


$
2.4



113


$
25.3


$
22.1


$
3.2        30




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##### Table of Contents



Commercial
    Real Estate
   31




---



##### Table of Contents



Three Months Ended

Nine Months EndedSeptember 30,

September 30,2009

2008

2009

2008(In millions)Revenues:Real estate sales

$
2.1


$
2.6


$
2.5


$
3.1Rental revenues


0.1



0.1



0.3



0.1Other revenues














Total revenues


2.2



2.7



2.8



3.2Expenses:Cost of real estate sales


1.3



2.0



1.7



2.3Cost of rental revenues






0.1







0.1Other operating expenses


1.0



1.2



2.9



3.3Depreciation and amortization














Restructuring charge


0.6



0.1



0.6



0.1Total expenses


2.9



3.4



5.2



5.8Other income


0.2



0.2



0.6



0.7Pre-tax (loss) from continuing operations

$
(0.5
)

$
(0.5
)

$
(1.8
)

$
(1.9
)     Real
    Estate Sales
  Number of


Acres


Average Price


Gross





Gross ProfitSales


Sold


per Acre


Proceeds


Revenue


on Sales(In millions)


(In millions)


(In millions)Three Months Ended:September 30, 2009


2



6


$
350,000


$
2.1


$
2.1


$
0.8September 30, 2008


3



32


$
78,000


$
2.5


$
2.6
(b)

$
0.5
(b)Nine Months Ended:September 30, 2009


2



6


$
350,000


$
2.1


$
2.5
(a)

$
0.9
(a)September 30, 2008


4



34


$
82,000


$
2.8


$
3.1
(b)

$
0.9
(b)   (a)
    
    The nine months ended September 30, 2009 includes
    previously deferred revenue and gain on sales, based on
    percentage-of-completion
    accounting, of $0.4 million and $0.1 million,
    respectively.(b)
    
    Includes previously deferred revenue and gain on sales, based on
    percentage-of-completion
    accounting, of $0.1 million and zero, respectively, for the
    three months ended September 30, 2008. The nine months
    ended September 30, 2008 includes previously deferred
    revenue and gain on sales, based on
    percentage-of-completion
    accounting, of $0.3 million and $0.1 million,
    respectively.   32




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##### Table of Contents



Rural
    Land Sales
      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008(In millions)Revenues:Real estate sales

$
0.3


$
2.4


$
12.9


$
132.5Expenses:Cost of real estate sales










1.3



23.8Other operating expenses


0.9



1.0



2.7



3.5Depreciation and amortization










0.1



0.1Restructuring charge


0.1







0.1



Total expenses


1.0



1.0



4.2



27.4Other income


0.3



0.6



0.5



1.1Pre-tax (loss) income from continuing operations

$
(0.4
)

$
2.0


$
9.2


$
106.2     Number of

Number of

Average Price

Gross Sales

GrossSales

Acres

per Acre

Price

Profit(In millions)

(In millions)Three Months Ended:September 30, 2009


1



140


$
2,065


$
0.3


$
0.2September 30, 2008


5



346
(a)

$
7,045


$
2.4


$
2.4Nine Months Ended:September 30, 2009


10



6,485


$
1,990


$
12.9


$
11.6September 30, 2008


15



87,179


$
1,520


$
132.5


$
108.7   (a)
    
    Amount includes the exchange of 160 acres with related
    recognized revenue and gross profit of $0.3 million.      
    930 acres in Wakulla County for $3.9 million, or
    $4,234 per acre.
    4,492 acres in Liberty County for $5.9 million, or
    $1,305 per acre. 33




---



##### Table of Contents




    23,743 acres in Liberty County for $36.3 million, or
    an average of $1,530 per acre.
    2,784 acres in Taylor County for $12.5 million, or
    $4,500 per acre.
    29,742 acres primarily within Liberty and Wakulla counties
    for $39.5 million, or $1,330 per acre.
    29,343 acres primarily within Leon County, Florida and
    Stewart County, Georgia, for $38.4 million, or $1,308 per
    acre.  Forestry
      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008(In millions)Revenues:Timber sales

$
7.0


$
5.9


$
20.4


$
19.9Expenses:Cost of timber sales


5.1



4.9



14.8



14.8Other operating expenses


0.5



0.4



1.6



1.5Depreciation and amortization


0.6



0.6



1.8



1.9Restructuring charge














0.1Total expenses


6.2



5.9



18.2



18.3Other income


0.4



0.3



1.3



1.4Pre-tax income from continuing operations

$
1.2


$
0.3


$
3.5


$
3.0   Three
    Months Ended September 30, 2009 and 2008
     34




---



##### Table of Contents



Nine
    Months Ended September 30, 2009 and 2008
      Discontinued
    Operations
      Three Months Ended


Nine Months EndedSeptember 30,


September 30,2009


2008


2009


2008(In millions)Sunshine State CypressAggregate revenues

$



$
1.2


$
1.7


$
5.3Pre-tax (loss)






(0.2
)


(0.4
)


(0.3
)Pre-tax gain on sale










0.1



Income tax (benefit)






(0.1
)


(0.1
)


(0.1
)(Loss) from discontinued operations, net

$



$
(0.1
)

$
(0.2
)

$
(0.2
)   Liquidity
    and Capital Resources
       35




---



##### Table of Contents



and/or
      Cash
    Flows from Operating Activities
          15-year
 36




---



##### Table of Contents



Cash
    Flows from Investing Activities
    Cash
    Flows from Financing Activities
        Off-Balance
    Sheet Arrangements
  Form 10-K
  Contractual
    Obligations and Commercial Commitments
  Form 10-K
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk  Form 10-K
  Item 4.
    Controls
    and Procedures  Rules 13a-15(e) 15d-15(e)
   37




---



##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Issuer
    Purchases of Equity Securities
    (d)(c)

Maximum DollarTotal Number of

Amount that(a)

(b)

Shares Purchased

May Yet BeTotal Number

Average

as Part of Publicly

Purchased Underof Shares

Price Paid

Announced Plans

the Plans orPeriod

Purchased(1)

per Share

or Programs

Programs(In thousands)Month Ended July 31, 2009


5,586


$
27.85






$
103,793Month Ended August 31, 2009





$







$
103,793Month Ended September 30, 2009


12,327


$
32.39






$
103,793   (1)
    
    Represents shares surrendered by executives as payment for the
    strike prices and taxes due on exercised stock options and / or
    taxes due on vested restricted stock.  Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information   38




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##### Table of Contents



Item 6.
    Exhibits  ExhibitNumber

Description3
.1

Restated and Amended Articles of Incorporation, as amended
    (incorporated by reference to Exhibit 3.1 of the
    registrants registration statement on Form S-3 (File
    333-116017)).3
.2

Amended and Restated By-laws of the registrant (incorporated by
    reference to Exhibit 3 to the registrants Current Report
    on Form 8-K filed on December 17, 2004).10
.1

Fourth Amendment to Credit Agreement dated October 15, 2009, by
    and among the registrant and Branch Banking and Trust Company,
    as agent and lender (incorporated by reference to Exhibit 10.1
    to the registrants Current Report on Form 8-K filed on
    October 20, 2009).31
.1

Certification by Chief Executive Officer.31
.2

Certification by Chief Financial Officer.32
.1

Certification by Chief Executive Officer.32
.2

Certification by Chief Financial Officer.99
.1

Supplemental Information regarding Land-Use Entitlements, Sales
    by Community and other quarterly information.  39




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##### Table of Contents



SIGNATURES    The St. Joe CompanyDate: November 3, 2009

/s/  Wm.
    Britton GreeneWm.
    Britton GreenePresident and Chief Executive OfficerDate: November 3, 2009

/s/  Janna
    L. ConnollyJanna
    L. ConnollyChief Accounting Officer  40