##### 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, 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

(I.R.S. Employerincorporation or
    organization)

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
  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 StatementsConsolidated Balance Sheets 
    March 31, 2009 and December 31, 2008


2Consolidated Statements of Operations 
    Three months ended March 31, 2009 
    and 2008


3Consolidated Statement of Changes in
    Stockholders Equity  Three months ended
    March 31, 2009


4Consolidated Statements of Cash Flows 
    Three months ended March 31, 2009 and 2008


5Notes to Consolidated Financial Statements


6Item 2.


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


19Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk


31Item 4.


Controls and Procedures


31PART II Other InformationItem 1.


Legal Proceedings


32Item 1A.


Risk Factors


32Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


32Item 3.


Defaults Upon Senior Securities


32Item 4.


Submission of Matters to a Vote of Security
    Holders


32Item 5.


Other Information


32Item 6.


Exhibits


33Signatures


34EX-10.3 THIRD AMENDMENT TO CREDIT AGREEMENTEX-31.1 CERTIFICATION BY CHIEF EXECUTIVE OFFICEREX-31.2 CERTIFICATION BY CHIEF FINANCIAL OFFICEREX-32.1 CERTIFICATION BY CHIEF EXECUTIVE OFFICEREX-32.2 CERTIFICATION BY CHIEF FINANCIAL OFFICEREx-99.1 SUPPLEMENTAL INFORMATION REGARDING LAND-USE ENTITLEMENTS, SALES BY COMMUNITY AND OTHER QUARTERLY INFORMATION   1




---



##### Table of Contents



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


December 31,2009


2008(Unaudited)ASSETSInvestment in real estate

$
888,057


$
890,583Cash and cash equivalents


109,651



115,472Notes receivable


46,914



50,068Pledged treasury securities


28,451



28,910Prepaid pension asset


43,013



41,963Property, plant and equipment, net


21,008



19,786Other intangible assets, net


1,683



1,777Income taxes receivable


40,490



32,308Other assets


28,073



33,422Assets held for sale






3,989$
1,207,340


$
1,218,278LIABILITIES AND STOCKHOLDERS EQUITYLIABILITIES:Debt

$
49,213


$
49,560Accounts payable and other


21,932



22,594Accrued liabilities and deferred credits


90,724



92,636Deferred income taxes


63,272



61,501Liabilities associated with assets held for sale






586Total liabilities


225,141



226,877STOCKHOLDERS EQUITY:Common stock, no par value; 180,000,000 shares authorized;
    122,731,384 and 122,438,699 issued at March 31, 2009 and
    December 31, 2008, respectively


916,687



914,456Retained earnings


1,034,303



1,046,000Accumulated other comprehensive (loss)


(42,139
)


(42,660
)Treasury stock at cost, 30,242,523 and 30,235,435 shares
    held at March 31, 2009 and December 31, 2008,
    respectively


(929,322
)


(929,167
)Total Company stockholders equity


979,529



988,629Noncontrolling interest


2,670



2,772Total stockholders equity


982,199



991,401$
1,207,340


$
1,218,278    2




---



##### Table of Contents



THE ST.
    JOE COMPANYCONSOLIDATED STATEMENTS OF OPERATIONS
    (Unaudited)
    (Dollars in thousands except per share amounts)
  Three Months EndedMarch 31,2009


2008Revenues:Real estate sales

$
8,494


$
101,079Rental revenues


365



250Timber sales


6,172



7,624Other revenues


6,574



7,656Total revenues


21,605



116,609Expenses:Cost of real estate sales


4,109



18,902Cost of rental revenues


243



104Cost of timber sales


4,439



4,894Cost of other revenues


8,068



10,224Other operating expenses


11,160



15,332Corporate expense, net


7,798



8,631Depreciation and amortization


4,055



4,689Impairment losses


1,536



2,257Restructuring charges






545Total expenses


41,408



65,578Operating (loss) profit


(19,803
)


51,031Other income (expense):Investment income, net


765



1,787Interest expense


(128
)


(4,219
)Other, net


331



666Gain on disposition of assets


182



182Total other income (expense)


1,150



(1,584
)(Loss) income from continuing operations before equity in (loss)
    income of unconsolidated affiliates and income taxes


(18,653
)


49,447Equity in (loss) income of unconsolidated affiliates


30



(91
)Income tax (benefit) expense


(6,978
)


17,773(Loss) income from continuing operations


(11,645
)


31,583(Loss) income from discontinued operations, net of tax


(154
)


57Net (loss) income


(11,799
)


31,640Less: Net (loss) attributable to noncontrolling interest


(102
)


(412
)Net (loss) income attributable to the Company

$
(11,697
)

$
32,052(LOSS) EARNINGS PER SHAREBasic(Loss) income from continuing operations

$
(0.13
)

$
0.40(Loss) income from discontinued operations

$



$
Net (loss) income

$
(0.13
)

$
0.40Diluted(Loss) income from continuing operations

$
(0.13
)

$
0.40(Loss) income from discontinued operations

$



$
Net (loss) income

$
(0.13
)

$
0.40    3




---



##### Table of Contents



THE ST.
    JOE COMPANYCONSOLIDATED STATEMENT OF CHANGES IN
    STOCKHOLDERS 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)










(11,697
)










(102
)


(11,799
)Amortization of pension and postretirement benefit costs, net














521











521Total comprehensive (loss)


























(11,278
)Issuances of restricted stock


298,399























Forfeitures of restricted stock


(5,714
)






















Excess tax benefit on options exercised and vested restricted
    stock






(200
)


















(200
)Amortization of stock-based compensation






2,431



















2,431Purchases of treasury shares


(7,088
)














(155
)






(155
)Balance at March 31, 2009


92,488,861


$
916,687


$
1,034,303


$
(42,139
)

$
(929,322
)

$
2,670


$
982,199    4




---



##### Table of Contents



THE ST.
    JOE COMPANYCONSOLIDATED STATEMENTS OF CASH FLOW
    (Unaudited)
    (Dollars in thousands)
  Three Months EndedMarch 31,2009


2008Cash flows from operating activities:Net (loss) income

$
(11,697
)

$
32,052Adjustments to reconcile net (loss) income to net cash used in
    operating activities:Depreciation and amortization


4,055



4,706Stock-based compensation


2,431



2,991Noncontrolling interest in (loss) of subsidiary


(102
)


(412
)Equity in (income) loss of unconsolidated joint ventures


(30
)


91Deferred income tax expense


1,445



23,755Impairment losses


1,536



2,257Cost of operating properties sold


3,488



15,253Expenditures for operating properties


(2,926
)


(17,593
)Changes in operating assets and liabilities:Notes receivable


1,846



(73,845
)Other assets


7,260



9,366Accounts payable and accrued liabilities


(2,965
)


(7,833
)Income taxes payable


(8,182
)


(22,214
)Net cash used in operating activities


(3,841
)


(31,426
)Cash flows from investing activities:Purchases of property, plant and equipment


(2,571
)


(619
)Proceeds from the disposition of assets


536



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






169Investments in unconsolidated affiliates


410



Net cash used in investing activities


(1,625
)


(450
)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






(130,000
)Distributions to noncontrolling interest partner






(1,560
)Issuance of common stock






580,333Excess tax benefits from stock-based compensation


(200
)


(93
)Taxes paid on behalf of employees related to stock-based
    compensation


(155
)


(143
)Net cash (used) provided by financing activities


(355
)


316,537Net (decrease) increase in cash and cash equivalents


(5,821
)


284,661Cash and cash equivalents at beginning of period


115,472



24,265Cash and cash equivalents at end of period

$
109,651


$
308,926Supplemental disclosures of cash flow information:Cash paid during the period for:Interest

$



$
9,661Income taxes (refunds)


(140
)


16,509Capitalized interest






1,533    5




---



##### 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
  Noncontrolling
    Interests in Consolidated Financial Statements Consolidated Financial
    Statements
  Fair Value Measurements No. 157-2, Effective Date of FASB Statement No. 157 No. 157-2),
 6




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  No. 157-2. SFAS 157-2,
  Determining Whether
    Instruments Granted in Share-Based Payment Transactions are
    Participating Securities
  New
    Accounting Standards
  SFAS 157-4 (SFAS 157-4), Determining Fair Value When the Volume and Level of Activity
    for the Asset or Liability Have Significantly Decreased and
    Identifying Transactions That Are Not Orderly SFAS 157-4 SFAS 157-4 SFAS 157-4 SFAS 157-4 SFAS 115-2 SFAS 124-2, Recognition and Presentation of Other-Than-Temporary
    Impairments SFAS 157-4
  SFAS 115-2 SFAS 124-2 (SFAS 115-2 / 124-2), Recognition and Presentation of Other-Than-Temporary
    Impairments SFAS 115-2 / 124-2 SFAS 115-2 / 124-2 SFAS 157-4. SFAS 115-2 / 124-2
  SFAS 107-1 28-1 (SFAS 107-1), Interim Disclosures about Fair Value of Financial
    Instruments SFAS 107-1 Disclosures about Fair Value of
    Financial Instruments Interim Financial Reporting
 7




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  SFAS 107-1 SFAS 157-4 SFAS 115-2 / 124-2. SFAS 107-1
  Employers Disclosures about Postretirement Benefit Plan
    Assets. Employers Disclosures about Pensions and Other
    Postretirement Benefits
  2.
    Stock-Based
    Compensation and Earnings Per Share  Stock-Based
    Compensation
  Share-Based Payment Accounting for Stock Issued to Employees
  Service-Based
    Grants
    Weighted AverageNumber of


Grant Date FairService-Based Non-Vested Restricted Shares

Shares


ValueBalance at December 31, 2008


405,662


$
43.23Granted


101,430



21.58Vested


(27,470
)


41.24Forfeited


(1,754
)


26.86Balance at March 31, 2009


477,868


$
38.81    8




---



##### 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


(3,960
)


21.37Balance at March 31, 2009


677,191


$
23.96       Three Months EndedMarch 31,2009


2008Stock option expense

$
228


$
170Restricted stock expense


2,203



2,821Total

$
2,431


$
2,991   Earnings
    (Loss) Per Share
   9




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Three Months EndedMarch 31,2009


2008Basic average shares outstanding


91,210,654



79,107,556Net effect of stock options assumed to be exercised






128,295Net effect of non-vested restricted stock assumed to be vested






266,167Diluted average shares outstanding


91,210,654



79,502,018   3.
    Notes
    Receivable    March 31, 2009


December 31, 2008Saussy Burbank

$
15,051


$
16,671Various builders


14,939



16,893Advantis


7,353



7,267Pier Park Community Development District


2,447



2,404Perry Pines mortgage note


6,263



6,263Various mortgages and other


861



570Total notes receivable

$
46,914


$
50,068    10




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  4.
    Investment
    in Real Estate    March 31, 2009


December 31, 2008Operating property:Residential real estate

$
193,938


$
185,798Commercial real estate


94



Rural land sales


139



139Forestry


63,432



62,435Other


179



338Total operating property


257,782



248,710Development property:Residential real estate


587,478



596,011Commercial real estate


58,791



59,045Rural land sales


7,423



7,381Other


305



796Total development property


653,997



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


3,114



3,494Total real estate investments


923,080



923,541Less: Accumulated depreciation


35,023



32,958Investment in real estate investments

$
888,057


$
890,583     5.
    Asset
    Impairments   11




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  6.
    Restructuring  2006-2008
  Residential Real


Commercial Real


Rural LandEstate


Estate


Sales


Forestry


Other


TotalThree months ended March 31, 2009:One-time termination benefits to employees

$
27










$



$
(27
)

$
Three months ended March 31, 2008:One-time termination benefits to employees

$
285



(2
)





$
73


$
189


$
545Cumulative restructuring charges, September 30, 2006
    through March 31, 2009

$
17,676


$
653


$
1,661


$
300


$
6,260


$
26,550Remaining one-time termination benefits to employees 
    to be incurred during 2009(a)

$
55


$



$



$



$
25


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








Balance atDecember 31,


Costs





March 31,


Due within2008


Accrued


Payments


2009


12 monthsOne-time termination benefits to employees

$
694


$



$
(189
)

$
505


$
505   7.
    Discontinued
    Operations     12




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Three Months EndedMarch 31,2009


2008Commercial Buildings  Commercial Segment 
    Aggregate revenues

$



$
17Pre-tax income






21Income taxes






8Income from discontinued operations, net

$



$
13Sunshine State Cypress  Forestry Segment 
    Aggregate revenues

$
1,707


$
1,842Pre-tax (loss) income


(377
)


72Pre-tax gain on sale


124



Income taxes (benefit)


(99
)


28(Loss) income from discontinued operations

$
(154
)

$
44Total (loss) income from discontinued operations, net

$
(154
)

$
57   8.
    Debt    March 31, 2009


December 31, 2008Non-recourse defeased debt


28,451



28,910Community Development District debt


11,898



11,857Other


8,864



8,793Total debt

$
49,213


$
49,560        13




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2009

$
1,4712010


2,2122011


3,9482012


5232013


558Thereafter


40,501Total

$
49,213   (a)
    
    Includes debt defeased in connection with the sale of the
    Companys office portfolio in the amount of
    $28.5 million.  9.
    Employee
    Benefit Plans    Three Months EndedMarch 31,2009


2008Service cost

$
375


$
701Interest cost


1,900



2,061Expected return on assets


(3,325
)


(4,433
)Prior service costs


175



185Actuarial loss


475



Net periodic benefit (credit)

$
(400
)

$
(1,486
)   Employers Accounting
    for Defined Benefit Pension and Other Postretirement Plans,
  10.
    Income
    Taxes  Accounting for Uncertainty in Income Taxes, an Interpretation
    of FASB Statement No. 109, Accounting for Income Taxes and/or
   14




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Segment
    Information      Form 10-K.
    Three Months EndedMarch 31,2009


2008Operating Revenues:Residential real estate

$
10,789


$
17,769Commercial real estate


477



151Rural land sales


4,167



91,074Forestry


6,172



7,615Consolidated operating revenues

$
21,605


$
116,609(Loss) income from continuing operations before equity in (loss)
    income of unconsolidated affiliates and income taxes :Residential real estate

$
(14,222
)

$
(18,743
)Commercial real estate


(605
)


(812
)Rural land sales


2,885



80,050Forestry


1,106



1,959Other


(7,817
)


(13,007
)Consolidated (loss) income from continuing operations before
    equity in (loss) income of unconsolidated affiliates and income
    taxes

$
(18,653
)

$
49,447   March 31, 2009


December 31, 2008Total Assets:Residential real estate

$
814,061


$
817,867Commercial real estate


63,039



63,109Rural land sales


14,558



14,590Forestry


64,597



63,391Corporate


251,085



255,332Assets held for sale(1)






3,989Total Assets

$
1,207,340


$
1,218,278  15




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  (1)
    
    Formerly part of the Forestry segment.  12.
    Contingencies  ,
    Accounting for Contingencies.
      Guarantors Accounting
    and Disclosure Requirements for Guarantees, Including Indirect
    Guarantees of Indebtedness of Others.
           16




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  13.
    Concentration
    of Risks and Uncertainties          14.
    Fair
    value measurements  No. 157-2. SFAS 157-2,
       17




---



##### 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


Inputs2009


(Level 1)


(Level 2)


(Level 3)Recurring:Investments in money market

$
102,354


$
102,354


$



$
Retained interest in QSPEs


9,592











9,592Total assets at fair value

$
111,946


$
102,354


$



$
9,592     99-20, Recognition of Interest Income and Impairment on Purchased
    and Retained Beneficial Interests in Securities and Financial
    Assets
    2009Balance January 1

$
9,518Additions


Accretion of interest income


74Balance March 31

$
9,592  18




---



##### 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 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 Panama City  Bay County
    International 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; 19




---



##### 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;
    a 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 home sites 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
    development of a new airport in Bay County;
    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;
    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.  Overview
   20




---



##### Table of Contents




    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
    Form 10-K
 21




---



##### Table of Contents



Recently
    Issued Accounting Standards
    Results
    of Operations
      Consolidated
    Results
  Revenues and expenses.
  Three Months Ended March 31,2009


2008


Difference


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

$
8.5


$
101.1


$
(92.6
)


(92
)%Rental revenues


0.4



0.2



0.2



100Timber sales


6.2



7.6



(1.4
)


(18
)Other revenues


6.5



7.7



(1.2
)


(16
)Total


21.6



116.6



(95.0
)


(81
)Expenses:Cost of real estate sales


4.1



18.9



(14.8
)


(78
)Cost of rental revenues


0.2



0.1



0.1



100Cost of timber sales


4.4



4.9



(0.5
)


(10
)Cost of other revenues


8.1



10.2



(2.1
)


(21
)Other operating expenses


11.2



15.3



(4.1
)


(27
)Total

$
28.0


$
49.4


$
(21.4
)


(43
)%    22




---



##### Table of Contents



Corporate expense.
  Impairment Losses.
  Restructuring charge.
  Other income (expense).
  Equity in (loss) income of unconsolidated
    affiliates.
  Income tax (benefit) expense.
  Discontinued Operations.
  Segment
    Results
  Residential
    Real Estate
     23




---



##### Table of Contents



Three Months EndedMarch 31,2009


2008(In millions)Revenues:Real estate sales

$
4.0


$
9.8Rental revenue


0.2



0.3Other revenues


6.6



7.7Total revenues


10.8



17.8Expenses:Cost of real estate sales


3.5



9.3Cost of rental revenue


0.2



0.1Cost of other revenues


8.0



10.2Other operating expenses


8.8



12.1Depreciation and amortization


3.0



2.9Restructuring charge






0.3Impairment charge


1.5



2.3Total expenses


25.0



37.2Other income (expense)






0.7Pre-tax (loss) from continuing operations

$
(14.2
)

$
(18.7
)    24




---



##### Table of Contents



Three
    Months Ended March 31, 2009 and 2008
    Three Months Ended March 31, 2009


Three Months Ended March 31, 2008Homes


Homesites


Total


Homes


Homesites


Total(Dollars in millions)Sales

$
3.3


$
0.7


$
4.0


$
8.5


$
1.2


$
9.7Cost of sales:Direct costs


1.8



0.1



1.9



6.2



0.6



6.8Selling costs


0.2



0.1



0.3



0.5



0.1



0.6Other indirect costs


1.3







1.3



1.9







1.9Total cost of sales


3.3



0.2



3.5



8.6



0.7



9.3Gross profit (loss)

$



$
0.5


$
0.5


$
(0.1
)

$
0.5


$
0.4Gross profit (loss) margin



%


71
%


13
%


(1
)%


42
%


4
%Units sold


9



3



12



13



5



18       March 31, 2009


March 31, 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


6


$
2.8


$
2.8


$




3


$
3.9


$
3.8


$
0.1Home sites


1



0.2



0.1



0.1



2



1.0



0.6



0.4PrimaryHome sites


2



0.4



0.1



0.3















Northeast Florida:PrimarySingle-family homes


























0.3



(0.3
)Home sites


















3



0.2



0.1



0.1Central Florida:PrimarySingle-family homes


2



0.4



0.4







5



3.1



3.0



0.1Multi-family homes


















4



1.3



1.3



Townhomes


1



0.1



0.1







1



0.2



0.2



Home sites






0.1







0.1















Total


12


$
4.0


$
3.5


$
0.5



18


$
9.7


$
9.3


$
0.4      25




---



##### Table of Contents



Commercial
    Real Estate
      Three Months EndedMarch 31,2009


2008(In millions)Revenues:Real estate sales

$
0.4


$
0.2Rental revenue


0.1



Total revenues


0.5



0.2Expenses:






Cost of real estate sales


0.3



0.1Other operating expenses


1.0



1.1Total expenses


1.3



1.2Other income


0.2



0.2Pre-tax (loss) from continuing operations

$
(0.6
)

$
(0.8
)  26




---



##### Table of Contents



Real
    Estate Sales.
    Dispositions
    of Assets
    Rural
    Land Sales
      Three Months EndedMarch 31,2009


2008(In millions)Revenues:Real estate sales

$
4.2


$
91.1Expenses:Cost of real estate sales


0.4



9.5Other operating expenses


1.0



1.5Total expenses


1.4



11.0Other income


0.1



Pre-tax income from continuing operations

$
2.9


$
80.1     Number of


Number of


Average Price


Gross Sales


GrossThree Months Ended:

Sales


Acres


per Acre


Price


Profit(In millions)


(In millions)March 31, 2009


5



1,027


$
4,140


$
4.2


$
3.8March 31, 2008


6



57,435


$
1,586


$
91.1


$
81.6    27




---



##### Table of Contents




    930 acres in Wakulla county for $3.9 million, or
    $4,234 per acre    
    23,743 acres in Liberty county for $36.3 million, or
    $1,530 per acre
    2,784 acres in Taylor county for $12.5 million, or
    $4,500 per acre
    29,742 acres in various counties for $39.5 million, or
    $1,330 per acre  Forestry
      Three Months EndedMarch 31,2009


2008(In millions)Revenues:Timber sales

$
6.2


$
7.6Expenses:Cost of timber sales


4.4



4.9Other operating expenses


0.5



0.6Depreciation and amortization


0.6



0.7Restructuring charge






0.1Total expenses


5.5



6.3Other income


0.4



0.6Pre-tax income from continuing operations

$
1.1


$
1.9        28




---



##### Table of Contents



Three Months EndedMarch 31,2009


2008(In millions)Sunshine State Cypress  Forestry SegmentAggregate revenues

$
1.7


$
1.8Pre-tax (loss) income


(0.4
)


0.1Pre-tax gain on sale


0.1



Income taxes


0.1



Income from discontinued operations

$
0.2


$
   Liquidity
    and Capital Resources
      Cash
    Flows from Operating Activities
      15-year
  Cash
    Flows from Investing Activities
    Cash
    Flows from Financing Activities
   29




---



##### Table of Contents



and/or
    91-10, Accounting for Special Assessments and Tax Increment
    Financing
      Off-Balance
    Sheet Arrangements
  15-year Accounting for Transfers and Servicing of
    Financial Assets and Extinguishments of Liabilities
 30




---



##### Table of Contents



99-20, Recognition of Interest Income and Impairment on Purchased
    and Retained Beneficial Interests in Securities and Financial
    Assets
  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)
   31




---



##### Table of Contents



PART II 
    OTHER INFORMATION  Item 1.
    Legal
    Proceedings   Item 1A.  Risk
    Factors  Due to
    the ongoing difficulties in the real estate markets and
    tightened credit conditions, we may be required to write-down
    the carrying value of certain notes receivable and such notes
    may not ultimately be collectable, either of which could have an
    adverse affect on our financial condition and results of
    operations.
    Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds  Issuer
    Purchases of Equity Securities
  (c)


(d)Total Number of


Maximum Dollar(a)





Shares Purchased


Amount thatTotal Number


(b)


as Part of Publicly


May Yet Beof Shares


Average


Announced Plans


Purchased UnderPurchased


Price Paid


or Programs


the Plans orPeriod

(1)


per Share


(2)


Programs(In thousands)Month Ended January 31, 2009





$







$
103,793Month Ended February 28, 2009


5,380


$
23.65






$
103,793Month Ended March 31, 2009


1,708


$
16.40






$
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.(2)
    
    For a description of our Stock Repurchase Program, see
    Part I, Item 2, Liquidity and Capital
    Resources  Cash Flows from Financing Activities.  Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information     32




---



##### 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

2009 Short-Term Incentive Plan (incorporated by reference to
    Exhibit 10.1 to the registrants Current Report on
    Form 8-K
    filed on March 31, 2009).10
.2

Letter Agreement dated April 6, 2009 among Fairholme Funds,
    Inc., Fairholme Capital Management, L.L.C. and the registrant
    (incorporated by reference to Exhibit 10.1 to the
    registrants Current Report on
    Form 8-K
    filed on April 7, 2009).10
.3

Third Amendment to Credit Agreement dated May 1, 2009 by
    and between the registrant and Branch Banking and
    Trust Company, as agent and lender.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.  33




---



##### Table of Contents



SIGNATURES    The St. Joe CompanyDate: May 5, 2009

/s/  Wm.
    Britton GreeneWm. Britton Greene President and Chief Executive OfficerDate: May 5, 2009

/s/  Janna
    L. ConnollyJanna L. Connolly Chief Accounting Officer  34