##### 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
    March 31,
    2010o

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




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##### 



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

Financial StatementsConsolidated Balance Sheets 
    March 31, 2010 and December 31, 2009


2Consolidated Statements of Operations 
    Three months ended March 31, 2010 and 2009


3Consolidated Statement of Changes in
    Equity  Three months ended March 31, 2010


4Consolidated Statements of Cash Flows 
    Three months ended March 31, 2010 and 2009


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


32Item 4.

Controls and Procedures


32PART II Other InformationItem 1.

Legal Proceedings


33Item 1A.

Risk Factors


33Item 2.

Unregistered Sales of Equity Securities and Use
    of Proceeds


33Item 3.

Defaults Upon Senior Securities


33Item 4.

Removed and Reserved


33Item 5.

Other Information


33Item 6.

Exhibits


34Signatures


35EX-31.1EX-31.2EX-32.1EX-32.2EX-99.1   1




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##### Table of Contents



PART I 
    FINANCIAL INFORMATION  Item 1.
    Financial
    Statements  THE ST.
    JOE COMPANYCONSOLIDATED BALANCE SHEETS(Dollars in thousands)
  March 31,


December 31,2010


2009(Unaudited)ASSETSInvestment in real estate

$
747,341


$
749,500Cash and cash equivalents


152,637



163,807Notes receivable


10,978



11,503Pledged treasury securities


26,656



27,105Prepaid pension asset


43,000



42,274Property, plant and equipment, net


14,414



15,269Income taxes receivable


64,860



62,392Other assets


26,696



26,290$
1,086,582


$
1,098,140LIABILITIES AND EQUITYLIABILITIES:Debt

$
39,177


$
39,508Accounts payable


15,355



13,781Accrued liabilities and deferred credits


91,549



91,250Deferred income taxes, net


50,874



57,281Total liabilities


196,955



201,820EQUITY:Common stock, no par value; 180,000,000 shares authorized;
    122,990,360 and 122,557,167 issued at March 31, 2010 and
    December 31, 2009, respectively


929,381



924,267Retained earnings


902,950



914,362Accumulated other comprehensive (loss)


(12,388
)


(12,558
)Treasury stock at cost, 30,295,163 and 30,275,716 shares
    held at March 31, 2010 and December 31, 2009,
    respectively


(930,677
)


(930,124
)Total stockholders equity


889,266



895,947Noncontrolling interest


361



373Total equity


889,627



896,320Total liabilities and equity

$
1,086,582


$
1,098,140    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 EndedMarch 31,2010


2009Revenues:Real estate sales

$
1,834


$
8,494Resort and club revenues


4,592



4,569Timber sales


6,415



6,172Other revenues


459



887Total revenues


13,300



20,122Expenses:Cost of real estate sales


591



4,109Cost of resort and club revenues


6,503



6,545Cost of timber sales


4,430



4,439Cost of other revenues


461



524Other operating expenses


7,973



11,160Corporate expense, net


5,357



8,349Depreciation and amortization


3,482



3,784Impairment losses


53



1,536Restructuring charges


1,540



Total expenses


30,390



40,446Operating loss


(17,090
)


(20,324
)Other income (expense):Investment income, net


383



765Interest expense


(1,094
)


(128
)Other, net


165



513Total other income (expense)


(546
)


1,150Loss from continuing operations before equity in (loss) income
    of unconsolidated affiliates and income taxes


(17,636
)


(19,174
)Equity in (loss) income of unconsolidated affiliates


(378
)


30Income tax (benefit) expense


(6,590
)


(7,176
)Loss from continuing operations


(11,424
)


(11,968
)Loss from discontinued operations, net of tax






(173
)Net loss


(11,424
)


(12,141
)Less: Net (loss) attributable to noncontrolling interest


(12
)


(102
)Net loss attributable to the Company

$
(11,412
)

$
(12,039
)(LOSS) EARNINGS PER SHAREBasicLoss from continuing operations attributable to the Company

$
(0.13
)

$
(0.13
)Loss from discontinued operations attributable to the Company

$



$
Net loss attributable to the Company

$
(0.13
)

$
(0.13
)DilutedLoss from continuing operations attributable to the Company

$
(0.13
)

$
(0.13
)Loss from discontinued operations attributable to the Company

$



$
Net loss attributable to the Company

$
(0.13
)

$
(0.13
)    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, 2009


92,281,451


$
924,267(1
)

$
914,362(1
)

$
(12,558
)

$
(930,124
)

$
373


$
896,320Comprehensive (loss):Net (loss)










(11,412
)










(12
)


(11,424
)Amortization of pension and postretirement benefit costs, net














170











170Total comprehensive (loss)


























(11,254
)Issuances of restricted stock


311,467























Forfeitures of restricted stock


(3,274
)






















Issuance of common stock


125,000



3,625



















3,625Excess (reduction in) tax benefit on options exercised and
    vested restricted stock






(42
)


















(42
)Amortization of stock-based compensation






1,531



















1,531Purchases of treasury shares


(19,447
)














(553
)






(553
)Balance at March 31, 2010


92,695,197


$
929,381


$
902,950


$
(12,388
)

$
(930,677
)

$
361


$
889,627     (1)
    
    The opening balance of common stock and retained earnings was
    adjusted by $2.6 million and ($1.6) million,
    respectively, for an immaterial correction. Refer to
    Note 1, Correction of Prior Period Error.   4




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##### Table of Contents



THE ST.
    JOE COMPANYCONSOLIDATED STATEMENTS OF CASH FLOW(Unaudited)
    (Dollars in thousands)
  Three Months EndedMarch 31,2010


2009Cash flows from operating activities:Net loss

$
(11,424
)

$
(12,141
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization


3,482



4,055Stock-based compensation


1,531



2,982Equity in (income) loss of unconsolidated joint ventures


378



(30
)Deferred income tax (benefit) expense


(6,546
)


1,236Impairment losses


53



1,536Cost of operating properties sold


566



3,488Expenditures for operating properties


(1,447
)


(2,926
)Changes in operating assets and liabilities:Notes receivable


524



1,846Other assets


(1,153
)


7,260Accounts payable and accrued liabilities


2,008



(2,965
)Income taxes payable


(2,468
)


(8,182
)Net cash used in operating activities


(14,496
)


(3,841
)Cash flows from investing activities:Purchases of property, plant and equipment


(117
)


(2,571
)Proceeds from the disposition of assets


13



536Distributions from unconsolidated affiliates


400



Investments in unconsolidated affiliates






410Net cash provided by (used) in investing activities


296



(1,625
)Cash flows from financing activities:Proceeds from exercises of stock options


3,625



Excess (reduction in) tax benefits from stock-based compensation


(42
)


(200
)Taxes paid on behalf of employees related to stock-based
    compensation


(553
)


(155
)Net cash provided by (used) in financing activities


3,030



(355
)Net decrease in cash and cash equivalents


(11,170
)


(5,821
)Cash and cash equivalents at beginning of period


163,807



115,472Cash and cash equivalents at end of period

$
152,637


$
109,651    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
    Correction
    of Prior Period Error
    New
    Accounting Standards
  No. 2010-09, Subsequent Events 2010-09). 2010-09 2010-09 2010-09
 6




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 2010-06, Fair Value Measurements and Disclosures 2010-06). 2010-06 820-10. 2010-06 820-10 2010-06
  No. 2010-06
  2009-16, Transfers and Servicing 2009-16) 2009-17, Consolidations 2009-17). 2009-16 Accounting for Transfers of
    Financial Assets 2009-17 Amendments to FASB Interpretation
    No. 46(R). 2009-16 Accounting for Transfers and Servicing of Financial Assets
    and Extinguishments of Liabilities 2009-17 Consolidation of Variable Interest
    Entities 2009-16 2009-17 2009-16 2009-17 2009-16 2009-17 2009-16, 2009-17
  2.
    Stock-Based
    Compensation and Earnings Per Share  Stock-Based
    Compensation
   7




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Service-Based
    Grants
    Weighted AverageNumber of


Grant Date FairService-Based Non-Vested Restricted Shares

Shares


ValueBalance at December 31, 2009


299,815


$
36.66Granted


134,423



27.60Vested


(61,149
)


37.24Forfeited


(778
)


29.56Balance at March 31, 2010


372,311


$
33.31     Market
    Condition Grants
        Weighted AverageNumber of


Grant Date FairMarket Condition Non-Vested Restricted Shares

Shares


ValueBalance at December 31, 2009


503,247


$
23.95Granted


177,044



21.23Vested






Forfeited


(2,496
)


23.80Balance at March 31, 2010


677,795


$
23.24    8




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Earnings
    (Loss) Per Share
      Three Months EndedMarch 31,2010


2009Basic average shares outstanding


91,402,401



91,210,654Net effect of stock options assumed to be exercised






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






Diluted average shares outstanding


91,402,401



91,210,654     3.
    Fair
    value measurements         9




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##### Table of Contents



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


Significant Other


SignificantFair Value


Active Markets for


Observable


UnobservableMarch 31,


Identical Assets


Inputs


Inputs2010


(Level 1)


(Level 2)


(Level 3)Recurring:Investments in money market

$
133,089


$
133,089


$



$
Retained interest in QSPEs


9,978











9,978Standby guarantee liability


(791
)










(791
)Total, net

$
142,276


$
133,089


$



$
9,187     Quoted Prices in


Significant Other


SignificantFair Value


Active Markets for


Observable


UnobservableDecember 31,


Identical Assets


Inputs


Inputs2009


(Level 1)


(Level 2)


(Level 3)Recurring:Investments in money market

$
143,985


$
143,985


$



$
Retained interest in QSPEs


9,881











9,881Standby guarantee liability


(791
)










(791
)Total, net

$
153,075


$
143,985


$



$
9,090           Investments 
    Other, Subtopic 40  Beneficial Interests in
    Securitized Financial Assets
 10




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2010Balance January 1

$
9,881Additions


Accretion of interest income


97Balance March 31

$
9,978              11




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Discontinued
    Operations        Three Months EndedMarch 31, 2009Victoria Hills Golf Club  Residential SegmentAggregate revenues

$
718Pre-tax (loss) income


(96
)Income taxes (benefit)


(37
)(Loss) from discontinued operations, net

$
(59
)St. Johns Golf and Club  Residential SegmentAggregate revenues

$
765Pre-tax income


66Income taxes


26Income from discontinued operations, net

$
40Sunshine State Cypress  Forestry SegmentAggregate revenues

$
1,707Pre-tax (loss) income


(377
)Pre-tax gain on sale


124Income taxes (benefit)


(99
)(Loss) income from discontinued operations

$
(154
)Total (loss) income from discontinued operations, net

$
(173
)  12




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  5.
    Investment
    in Real Estate    March 31, 2010


December 31, 2009Operating property:Residential real estate

$
176,504


$
173,190Rural land sales


139



139Forestry


61,114



61,890Other


510



510Total operating property


238,267



235,729Development property:Residential real estate


467,744



470,364Commercial real estate


59,593



59,385Rural land sales


7,652



7,699Other


305



305Total development property


535,294



537,753Investment property:Commercial real estate


1,753



1,753Rural land sales


5



5Forestry


952



522Other


5,901



5,902Total investment property


8,611



8,182Investment in unconsolidated affiliates:Residential real estate


2,058



2,836Total real estate investments


784,230



784,500Less: Accumulated depreciation


36,889



35,000Investment in real estate

$
747,341


$
749,500     6.
    Notes
    Receivable    March 31, 2010


December 31, 2009Various builders

$
1,313


$
1,795Pier Park Community Development District


2,640



2,641Perry Pines mortgage note


6,263



6,263Various mortgages and other


762



804Total notes receivable

$
10,978


$
11,503  13




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    7.
    Restructuring        Residential Real


Commercial Real


Rural LandEstate


Estate


Sales


Forestry


Other


TotalThree months ended March 31, 2010:One-time termination and relocation benefits to employees

$
691



9



673


$



$
169


$
1,542Cumulative restructuring charges, January 1, 2010 through
    March 31, 2010

$
691


$
9


$
673


$



$
169


$
1,542Remaining one-time termination and relocation benefits to
    employees  to be incurred during 2010(a)

$



$
25


$



$



$
186


$
211    (a)
    
    Represents costs to be incurred from April 1, 2010 through
    December 31, 2010.  2006-2009
  Residential Real


Commercial Real


Rural LandEstate


Estate


Sales


Forestry


Other


TotalThree months ended March 31, 2010:One-time termination benefits to employees

$











$



$
(2
)

$
(2
)Three months ended March 31, 2009:One-time termination benefits to employees

$
27










$



$
(27
)

$
Cumulative restructuring charges, September 30, 2006
    through March 31, 2010

$
18,519


$
1,301


$
1,785


$
301


$
10,009


$
31,915Remaining one-time termination benefits to employees 
    to be incurred during 2010

$



$



$



$



$



$
    14




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at








Balance atDecember 31,


Costs





March 31,


Due within2009


Accrued


Payments


2010


12 monthsOne-time termination and relocation benefits to
    employees  2010 relocation

$



$
1,542


$



$
1,542


$
1,542One-time termination benefits to employees  2009 and
    prior

$
4,460


$
(2
)

$
(763
)

$
3,695


$
3,695Total

$
4,460


$
1,540


$
(763
)

$
5,237


$
5,237   8.
    Debt    March 31, 2010


December 31, 2009Non-recourse defeased debt


26,655



27,105Community Development District debt


12,522



12,403Total debt

$
39,177


$
39,508     2010

$
1,3742011


1,9822012


2,0182013


1,5862014


1,507Thereafter


30,710Total

$
39,177   (a)
    
    Includes debt defeased in connection with the sale of the
    Companys office portfolio in the amount of
    $26.7 million.    Covenant


March 31, 2010Minimum consolidated tangible net worth

$
800,000


$
888,553Ratio of total indebtedness to total asset value


50.0
%


2.9
%Unencumbered leverage ratio


2.0
x


84.9
xMinimum liquidity

$
20,000


$
275,135      15




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    9.
    Employee
    Benefit Plans    Three Months EndedMarch 31,2010


2009Service cost

$
325


$
375Interest cost


375



1,900Expected return on assets


(1,425
)


(3,325
)Prior service costs


175



175Actuarial loss






475Net periodic benefit (credit)

$
(550
)

$
(400
)     10.
    Income
    Taxes  and/or
      Part D-equivalent
 16




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      11.
    Segment
    Information      Form 10-K.
    Three Months EndedMarch 31,2010


2009Operating Revenues:Residential real estate

$
5,511


$
9,306Commercial real estate


388



477Rural land sales


986



4,167Forestry


6,415



6,172Consolidated operating revenues

$
13,300


$
20,122(Loss) income from continuing operations before equity in (loss)
    income of unconsolidated affiliates and income taxes:Residential real estate

$
(11,244
)

$
(14,192
)Commercial real estate


(434
)


(605
)Rural land sales


(309
)


2,885Forestry


1,470



1,106Other


(7,119
)


(8,368
)Consolidated (loss) income from continuing operations before
    equity in (loss) income of unconsolidated affiliates and income
    taxes

$
(17,636
)

$
(19,174
)   17




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  March 31, 2010


December 31, 2009Total Assets:Residential real estate

$
639,449


$
641,953Commercial real estate


64,137



63,830Rural land sales


14,543



14,617Forestry


62,239



62,082Other


306,214



315,658Total Assets

$
1,086,582


$
1,098,140   12.
    Contingencies      Contingencies.
         18




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    13.
    Concentration
    of Risks and Uncertainties           19




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##### 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 commercial developers and homebuilders;
    future amounts of capital expenditures;
    the amount and timing of future tax refunds;
    timeframes for future construction and development activity;
    the projected completion, opening, operating results and
    economic impact of the new Northwest Florida Beaches
    International Airport, 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 program.    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 increases in interest rates; 20




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##### Table of Contents




    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;
    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 book 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 decrease in the demand for
    real estate in an area;
    timing and costs associated with property developments;
    the pace of commercial and economic development in Northwest
    Florida;
    competition from other real estate developers;
    decreases in pricing of our products and the related profit
    margins;
    increases 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 Northwest Florida Beaches
    International Airport;
    the failure of Southwest Airlines to commence service upon the
    opening of the new airport, or the subsequent reduction or
    termination of such service;
    potential liability under environmental laws or other laws or
    regulations;
    changes in laws, regulations or the regulatory environment
    affecting the development of real estate;
    fluctuations in the size and number of transactions from period
    to period;
    the prices and availability of labor and building materials;
    increases in homeowner insurance rates and deductibles for
    property in Florida, particularly in coastal areas, and
    decreases in the availability of property insurance in Florida;
    high property tax rates in Florida, and future increases in such
    rates;
    significant tax payments arising from any acceleration of
    deferred taxes;
    possible negative effects from oil or natural gas drilling in
    the Gulf of Mexico (especially if permitted off the coast of
    Northwest Florida), including the adverse impact of the sizable
    oil spill off the coast of Louisiana;
    increases 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




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##### Table of Contents



Form 10-K
  Correction
    of Prior Period Error
    Recently
    Issued Accounting Standards
    Results
    of Operations
   23




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##### Table of Contents



Consolidated
    Results
  Revenues and expenses.
  Three Months Ended March 31,2010


2009


Difference


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

$
1.8


$
8.5


$
(6.7
)


(79
)%Resort and club revenues


4.6



4.6







Timber sales


6.4



6.2



0.2



3Other


0.5



0.8



(0.3
)


(38
)Total


13.3



20.1



(6.8
)


(34
)Expenses:Cost of real estate sales


0.6



4.1



(3.5
)


(85
)Cost of resort and club revenues


6.5



6.5







Cost of timber sales


4.4



4.4







Cost of other revenues


0.5



0.5







Other operating expenses


8.0



11.2



(3.2
)


(29
)Total

$
20.0


$
26.7


$
(6.7
)


(25
)%         Corporate expense.
  Impairment Losses.
  Restructuring charge.
 24




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##### Table of Contents



Other income (expense).
  Equity in (loss) income of unconsolidated
    affiliates.
  Income tax (benefit) expense.
  Discontinued Operations.
  Segment
    Results
  Residential
    Real Estate
          25




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##### Table of Contents



Three Months EndedMarch 31,2010


2009(In millions)Revenues:Real estate sales

$
0.5


$
4.0Resort and club revenues


4.6



4.6Other revenues


0.4



0.7Total revenues


5.5



9.3Expenses:Cost of real estate sales


0.4



3.5Cost of resort and club revenues


6.5



6.5Cost of other revenues


0.5



0.5Other operating expenses


5.3



8.7Depreciation and amortization


2.5



2.8Restructuring charge


0.7



Impairment charge


0.1



1.5Total expenses


16.0



23.5Other income (expense)


(0.8
)


Pre-tax (loss) from continuing operations

$
(11.3
)

$
(14.2
)     Three
    Months Ended March 31, 2010 and 2009
    Three Months Ended March 31, 2010


Three Months Ended March 31, 2009Homes


Homesites


Total


Homes


Homesites


Total(Dollars in millions)Sales

$



$
0.5


$
0.5


$
3.3


$
0.7


$
4.0Cost of sales:Direct costs






0.4



0.4



1.8



0.1



1.9Selling costs














0.2



0.1



0.3Other indirect costs














1.3







1.3Total cost of sales






0.4



0.4



3.3



0.2



3.5Gross profit

$



$
0.1


$
0.1


$



$
0.5


$
0.5Gross profit margin



%


20
%


20
%



%


71
%


13
%Units sold


0



6



6



9



3



12    26




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##### Table of Contents



March 31, 2010


March 31, 2009Closed





Cost of


Gross


Closed





Cost of


GrossUnits


Revenues


Sales


Profit


Units


Revenues


Sales


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





$



$



$




6


$
2.8


$
2.8


$
Home sites


5



0.5



0.4



0.1



1



0.2



0.1



0.1PrimaryHome sites


1















2



0.4



0.1



0.3Northeast Florida:PrimarySingle-family homes






























Home sites






























Central Florida:PrimarySingle-family homes


















2



0.4



0.4



Multi-family homes






























Townhomes


















1



0.1



0.1



Home sites






















0.1







0.1Total


6


$
0.5


$
0.4


$
0.1



12


$
4.0


$
3.5


$
0.5            27




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##### Table of Contents



Commercial
    Real Estate
      Three Months EndedMarch 31,2010


2009(In millions)Revenues:Real estate sales

$
0.3


$
0.4Other revenue


0.1



0.1Total revenues


0.4



0.5Expenses:Cost of real estate sales






0.3Other operating expenses


1.6



1.0Total expenses


1.6



1.3Other income


0.7



0.2Pre-tax (loss) from continuing operations

$
(0.5
)

$
(0.6
)       percentage-of-completion
  Rural
    Land Sales
   28




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##### Table of Contents



Three MonthsEndedMarch 31,2010


2009(In millions)Revenues:Real estate sales

$
1.0


$
4.2Expenses:Cost of real estate sales


0.1



0.4Other operating expenses


0.6



1.0Restructuring expenses


0.7



Total expenses


1.4



1.4Other income


0.1



0.1Pre-tax (loss) income from continuing operations

$
(0.3
)

$
2.9     Number of

Number of

Average Price

Gross Sales

GrossSales

Acres

per Acre

Price

Profit(In millions)

(In millions)Three Months Ended:March 31, 2010


2



72


$
5,541


$
0.4


$
0.3March 31, 2009


5



1,027


$
4,140


$
4.2


$
3.8         Forestry
   29




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##### Table of Contents



Three Months EndedMarch 31,2010


2009(In millions)Revenues:Timber sales

$
6.4


$
6.2Expenses:Cost of timber sales


4.4



4.4Other operating expenses


0.5



0.5Depreciation and amortization


0.5



0.6Total expenses


5.4



5.5Other income


0.5



0.4Pre-tax income from continuing operations

$
1.5


$
1.1                 Three Months EndedMarch 31, 2009(In millions)Sunshine State Cypress  Forestry Segment Aggregate
    revenues

$
1.7Pre-tax (loss) income


(0.4
)Pre-tax gain on sale


0.1Income taxes


(0.1
)Loss from discontinued operations

$
(0.2
)  30




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##### Table of Contents



Liquidity
    and Capital Resources
            Cash
    Flows from Operating Activities
      Cash
    Flows from Investing Activities
    Cash
    Flows from Financing Activities
     31




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##### Table of Contents



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)
   32




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##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings    Item 1A.
    Risk
    Factors  Form 10-K:
    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 January 31, 2010





$







$
103,793Month Ended February 28, 2010


19,447


$
28.48






$
103,793Month Ended March 31, 2010





$







$
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.
    Removed
    and Reserved.  Item 5.
    Other
    Information   33




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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
    dated December 14, 2004).10
.1

Letter Agreement regarding relocation benefits dated
    March 16, 2010, by and between the Company and Wm. Britton
    Greene (incorporated by reference to Exhibit 10.1 to the
    registrants Current Report on
    Form 8-K
    filed on March 17, 2010).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.  34




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##### Table of Contents



SIGNATURES    The St. Joe CompanyDate: May 4, 2010

/s/  Wm.
    Britton GreeneWm.
    Britton GreenePresident, Chief Executive Officer and DirectorDate: May 4, 2010

/s/  Janna
    L. ConnollyJanna
    L. ConnollySenior Vice President and Chief Accounting Officer  35