##### 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
    June 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(State or other jurisdiction
    of
    incorporation or organization)

59-0432511(I.R.S. Employer
    Identification No.)245 Riverside Avenue, Suite 500
    Jacksonville, Florida(Address of principal
    executive offices)

32202(Zip
    Code)    (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




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##### 



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


Financial StatementsConsolidated Balance Sheets 
    June 30, 2009 and December 31, 2008


2Consolidated Statements of Operations 
    Three months and six months ended June 30, 2009 and 2008


3Consolidated Statement of Changes in
    Equity  Six months ended June 30, 2009


4Consolidated Statements of Cash Flows 
    Six months ended June 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


35Item 4.


Controls and Procedures


35PART II Other InformationItem 1.


Legal Proceedings


36Item 1A.


Risk Factors


36Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds


36Item 3.


Defaults Upon Senior Securities


36Item 4.


Submission of Matters to a Vote of Security
    Holders


36Item 5.


Other Information


37Item 6.


Exhibits


37Signatures


38Ex-10.1 Form of Director Election FormEx-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




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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)
  June 30,


December 31,2009


2008(Unaudited)ASSETSInvestment in real estate

$
869,750


$
890,583Cash and cash equivalents


116,569



115,472Notes receivable


35,608



50,068Pledged treasury securities


27,995



28,910Prepaid pension asset


43,153



41,963Property, plant and equipment, net


19,126



19,786Other intangible assets, net


1,590



1,777Income taxes receivable


46,993



32,308Other assets


28,684



33,422Assets held for sale






3,989Total assets

$
1,189,468


$
1,218,278LIABILITIES AND EQUITYLIABILITIES:Debt

$
49,094


$
49,560Accounts payable and other


19,148



22,594Accrued liabilities and deferred credits


93,916



92,636Deferred income taxes


59,804



61,501Liabilities associated with assets held for sale






586Total liabilities


221,962



226,877EQUITY:STOCKHOLDERS EQUITY:Common stock, no par value; 180,000,000 shares authorized;
    122,765,466 and 122,438,699 issued at June 30, 2009 and
    December 31, 2008, respectively


920,047



914,456Retained earnings


989,683



1,046,000Accumulated other comprehensive (loss)


(14,726
)


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


(929,322
)


(929,167
)Total stockholders equity


965,682



988,629Noncontrolling interest


1,824



2,772Total equity


967,506



991,401Total liabilities and equity

$
1,189,468


$
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


Six Months EndedJune 30,


June 30,2009


2008


2009


2008Revenues:Real estate sales

$
20,243


$
46,634


$
28,737


$
147,713Rental revenues


407



311



772



561Timber sales


7,167



6,445



13,339



14,069Other revenues


12,835



14,096



19,409



21,752Total revenues


40,652



67,486



62,257



184,095Expenses:Cost of real estate sales


11,607



20,613



15,716



39,515Cost of rental revenues


154



103



397



207Cost of timber sales


5,187



4,948



9,626



9,842Cost of other revenues


11,682



13,794



19,750



24,018Other operating expenses


12,180



13,436



23,340



28,767Corporate expense, net


5,421



9,358



13,220



17,989Depreciation and amortization


4,307



4,458



8,362



9,147Pension settlement charge


44,678







44,678



Impairment losses


19,962



976



21,498



3,233Restructuring charges


12



2,502



11



3,047Total expenses


115,190



70,188



156,598



135,765Operating (loss) profit


(74,538
)


(2,702
)


(94,341
)


48,330Other income (expense):Investment income, net


631



1,494



1,396



3,281Interest expense


(139
)


(110
)


(267
)


(4,329
)Other, net


228



(1,439
)


559



(773
)Loss on early extinguishment of debt






(29,874
)






(29,874
)Gain on disposition of assets


182



182



364



364Total other income (expense)


902



(29,747
)


2,052



(31,331
)(Loss) income from continuing operations before equity in loss
    of unconsolidated affiliates and income taxes


(73,636
)


(32,449
)


(92,289
)


16,999Equity in loss of unconsolidated affiliates


(45
)


(122
)


(15
)


(213
)Income tax (benefit) expense


(28,406
)


(11,781
)


(35,384
)


5,993(Loss) income from continuing operations


(45,275
)


(20,790
)


(56,920
)


10,793(Loss) income from discontinued operations, net of tax






(113
)


(154
)


(56
)Net (loss) income


(45,275
)


(20,903
)


(57,074
)


10,737Less: Net (loss) attributable to noncontrolling interest


(655
)


(85
)


(757
)


(497
)Net (loss) income attributable to the Company

$
(44,620
)

$
(20,818
)

$
(56,317
)

$
11,234(LOSS) EARNINGS PER SHAREBasic(Loss) income from continuing operations

$
(0.49
)

$
(0.23
)

$
(0.62
)

$
0.13(Loss) income from discontinued operations

$



$



$



$
Net (loss) income

$
(0.49
)

$
(0.23
)

$
(0.62
)

$
0.13Diluted(Loss) income from continuing operations

$
(0.49
)

$
(0.23
)

$
(0.62
)

$
0.13(Loss) income from discontinued operations

$



$



$



$
Net (loss) income

$
(0.49
)

$
(0.23
)

$
(0.62
)

$
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, 2008


92,203,264


$
914,456


$
1,046,000


$
(42,660
)

$
(929,167
)

$
2,772


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










(56,317
)










(757
)


(57,074
)Amortization of pension and postretirement benefit costs, net of
    tax














1,049











1,049Pension settlement costs, net of tax














27,476











27,476Effect of pension remeasurement, net of tax














(591
)










(591
)Total comprehensive (loss)


























(29,140
)Distributions






















(191
)


(191
)Issuances of restricted stock


328,834























Forfeitures of restricted stock


(7,873
)






















Issuance of common stock


5,806



108



















108Excess tax benefit on options exercised and vested restricted
    stock






(185
)


















(185
)Amortization of stock-based compensation






5,668



















5,668Purchases of treasury shares


(7,088
)














(155
)






(155
)Balance at June 30, 2009


92,522,943


$
920,047


$
989,683


$
(14,726
)

$
(929,322
)

$
1,824


$
967,506    4




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##### Table of Contents



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


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

$
(57,074
)

$
10,737Adjustments to reconcile net (loss) income to net cash provided
    by (used in) operating activities:Depreciation and amortization


8,362



9,165Stock-based compensation


5,668



6,415Equity in loss of unconsolidated joint ventures


15



213Deferred income tax (benefit) expense


(19,183
)


33,287Loss on early extinguishment of debt






29,874Pension settlement


44,678



Impairment losses


21,498



3,233Cost of operating properties sold


15,024



34,432Expenditures for operating properties


(6,411
)


(30,335
)Changes in operating assets and liabilities:Notes receivable


2,038



(78,065
)Other assets


5,743



6,273Accounts payable and accrued liabilities


(2,370
)


(7,655
)Income taxes receivable


(14,685
)


(44,108
)Net cash provided by (used in) operating activities


3,303



(26,534
)Cash flows from investing activities:Purchases of property, plant and equipment


(2,949
)


(1,276
)Proceeds from the disposition of assets


631



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






619Contribution of capital to unconsolidated affiliates


(191
)


Distributions from unconsolidated affiliates


535



Net cash used in investing activities


(1,974
)


(657
)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






(1,959
)Proceeds from exercises of stock options


108



990Issuance of common stock






579,868Excess tax benefits from stock-based compensation


(185
)


74Taxes paid on behalf of employees related to stock-based
    compensation


(155
)


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


(232
)


47,140Net increase in cash and cash equivalents


1,097



19,949Cash and cash equivalents at beginning of period


115,472



24,265Cash and cash equivalents at end of period

$
116,569


$
44,214    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
  Subsequent Events
  SFAS 115-2 SFAS 124-2 Recognition and Presentation of
    Other-Than-Temporary
    Impairments (SFAS 115-2 / 124-2). SFAS 115-2 / 124-2 held-to-maturity SFAS 115-2 / 124-2 SFAS 157-4. SFAS 115-2 / 124-2
 6




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  SFAS 107-1 28-1, Interim Disclosures about Fair Value of Financial Instruments (SFAS 107-1). SFAS 107-1 Disclosures about Fair Value of
    Financial Instruments SFAS 107-1 SFAS 157-4 SFAS 115-2 / 124-2. SFAS 107-1
  New
    Accounting Standards
  The
    FASB Accounting Standards Codification and the Hierarchy of
    Generally Accepted Accounting Principles
  Accounting for Transfers of Financial Assets  An
    Amendment of SFAS 140 Accounting
    for Transfers and Servicing of Financial Assets and
    Extinguishments of Liabilities Consolidation of Variable Interest Entities, and/or participating
    interest
 7




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Accounting for Certain Mortgage
    Banking Activities,
  Amendment to Interpretation 46(R) 7
  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
 8




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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, 2008


405,662


$
43.23Granted


131,865



22.27Vested


(66,905
)


33.03Forfeited


(2,855
)


31.32Balance at June 30, 2009


467,767


$
38.85     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


(5,018
)


20.17Balance at June 30, 2009


676,133


$
23.98  9




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##### Table of Contents



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


Six Months EndedJune 30,


June 30,2009


2008


2009


2008Stock option expense

$
356


$
310


$
584


$
480Restricted stock expense


2,882



3,115



5,084



5,935Total

$
3,238


$
3,425


$
5,668


$
6,415   Earnings
    (Loss) Per Share
      Three Months Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008Basic average shares outstanding


91,364,842



91,236,851



91,288,049



85,172,204Net effect of stock options assumed to be exercised














129,338Net effect of non-vested restricted stock assumed to be vested














274,048Diluted average shares outstanding


91,364,842



91,236,851



91,288,049



85,575,590     3.
    Notes
    Receivable    June 30, 2009


December 31, 2008Saussy Burbank

$
15,051


$
16,671Various builders


10,647



16,714Advantis






7,267Pier Park Community Development District


2,538



2,404Perry Pines mortgage note


6,263



6,263Various mortgages and other


1,109



749Total notes receivable

$
35,608


$
50,068  10




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    10-day
  4.
    Investment
    in Real Estate    June 30, 2009


December 31, 2008Operating property:Residential real estate

$
193,369


$
185,798Rural land sales


139



139Forestry


62,287



62,435Other


510



338Total operating property


256,305



248,710Development property:Residential real estate


571,728



596,011Commercial real estate


59,316



59,045Rural land sales


7,721



7,381Other


305



796Total development property


639,070



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


2,943



3,494Total real estate investments


906,505



923,541Less: Accumulated depreciation


36,755



32,958Investment in real estate

$
869,750


$
890,583    11




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   5.
    Fair
    Value Measurements  No. 157-2. SFAS 157-2,
          Quoted Prices in


Significant Other


SignificantActive Markets for


Observable


Unobservable


Fair ValueIdentical Assets


Inputs


Inputs


June 30,(Level 1)


(Level 2)


(Level 3)


2009Financial assets:Investments in money market

$
109,253


$



$



$
109,253Retained interest in QSPEs










9,686



9,686Total assets at fair value

$
109,253


$



$
9,686


$
118,939     99-20, Recognition of Interest Income and Impairment on Purchased
    and Retained Beneficial Interests in Securities and Financial
    Assets
 12




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2009Balance January 1

$
9,518Additions


Accretion of interest income


168Balance June 30

$
9,686       Quoted Prices in


Significant Other


SignificantActive Markets for


Observable


Unobservable


Fair ValueIdentical Assets


Inputs


Inputs


June 30,


Total(Level 1)


(Level 2)


(Level 3)


2009


LossesNon-financial assets:Investment in real estate

$



$
2,900


$
24,000


$
26,900


$
12,142   Accounting for the Impairment or Disposal of Long-Lived
    Assets
  6.
    Restructuring  2006-2008
  Residential Real


Commercial Real


Rural LandEstate


Estate


Sales


Forestry


Other


TotalThree months ended June 30, 2009

$
25


$



$



$
1


$
(14
)

$
12Six months ended June 30, 2009


51











1



(41
)


11Three months ended June 30, 2008


531



27



3



47



1,894



2,502Six months ended June 30, 2008


816



25



3



120



2,083



3,047Cumulative restructuring charges, September 30, 2006
    through June 30, 2009

$
17,699


$
653


$
1,661


$
301


$
6,246


$
26,560Remaining one-time termination benefits to employees 
    to be incurred during 2009(a)

$
32


$



$



$



$
17


$
49   (a)
    
    Represents costs to be incurred from July 1, 2009 through
    December 31, 2009. 13




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Balance at








Balance atDecember 31,


Costs





June 30,


Due within2008


Accrued


Payments


2009


12 monthsOne-time termination benefits to employees

$
694


$
11


$
(283
)

$
422


$
422   7.
    Discontinued
    Operations        Three Months Ended


Six Months EndedJune 30,


June 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

$



$
2,257


$
1,707


$
4,099Pre-tax (loss)






(185
)


(377
)


(113
)Pre-tax gain on sale










124



Income taxes (benefit)






(72
)


(99
)


(44
)(Loss) from discontinued operations

$



$
(113
)

$
(154
)

$
(69
)Total (loss) from discontinued operations, net

$



$
(113
)

$
(154
)

$
(56
)  14




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Debt    June 30, 2009


December 31, 2008Non-recourse defeased debt


27,995



28,910Community Development District debt


12,171



11,857Other


8,928



8,793Total debt

$
49,094


$
49,560     2009

$
1,5032010


2,2702011


6,3462012


5232013


558Thereafter


37,894Total

$
49,094   (a)
    
    Includes debt defeased in connection with the sale of the
    Companys office portfolio in the amount of
    $28.0 million.        Covenant


June 30, 2009Minimum consolidated tangible net worth

$
900,000


$
964,092Ratio of total indebtedness to total asset value


50.0
%


4.3
%Unencumbered leverage ratio


2.0
x


42.5
xMinimum liquidity

$
20,000


$
213,763    15




---



##### Table of Contents



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


Six Months EndedJune 30,


June 30,2009


2008


2009


2008Service cost

$
342


$
549


$
717


$
1,250Interest cost


2,046



2,089



3,946



4,150Expected return on assets


(3,490
)


(4,417
)


(6,815
)


(8,850
)Prior service costs


180



165



355



350Settlement costs


44,678







44,678



Actuarial loss


482







957



Net periodic benefit expense (credit)

$
44,238


$
(1,614
)

$
43,838


$
(3,100
)       June 30, 2009


December 31, 2008Market value of assets

$
70,637


$
170,468Projected benefit obligation


27,484



128,505Funded status

$
43,153


$
41,963Funded status ratio


257
%


133
%     10.
    Income
    Taxes  Accounting for Uncertainty in Income Taxes, an Interpretation
    of FASB Statement No. 109, Accounting for Income Taxes and/or
 16




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    11.
    Segment
    Information      Form 10-K.
    Three Months Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008Operating Revenues:Residential real estate

$
24,823


$
21,649


$
35,612


$
39,418Commercial real estate


212



393



689



544Rural land sales


8,450



39,010



12,617



130,084Forestry


7,167



6,434



13,339



14,049Consolidated operating revenues

$
40,652


$
67,486


$
62,257


$
184,095(Loss) income from continuing operations before equity in loss
    of unconsolidated affiliates and income taxes :Residential real estate

$
(23,375
)

$
(13,250
)

$
(37,597
)

$
(31,993
)Commercial real estate


(671
)


(581
)


(1,276
)


(1,392
)Rural land sales


6,779



24,140



9,664



104,190Forestry


1,111



782



2,217



2,741Other


(57,480
)


(43,540
)


(65,297
)


(56,547
)Consolidated (loss) income from continuing operations before
    equity in loss of unconsolidated affiliates and income taxes

$
(73,636
)

$
(32,449
)

$
(92,289
)

$
16,999   17




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  June 30, 2009


December 31, 2008Total Assets:Residential real estate

$
791,589


$
817,867Commercial real estate


63,747



63,109Rural land sales


16,092



14,590Forestry


63,454



63,391Corporate


254,586



255,332Assets held for sale(1)






3,989Total Assets

$
1,189,468


$
1,218,278   (1)
    
    Formerly part of the Forestry segment.  12.
    Contingencies  , Accounting for
    Contingencies.
           18




---



##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      13.
    Concentration
    of Risks and Uncertainties    10-day
        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 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; 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;
    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 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;
    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
   21




---



##### 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
  Recently
    Issued Accounting Standards
   22




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##### Table of Contents



Results
    of Operations
      
    a non-cash pension settlement charge of $44.7 million
    related to the purchase of annuities with plan assets for
    certain participants in our pension plan; and
    impairment charges of $20.0 million consisting of the
    $7.4 million write-off of the Advantis note receivable, a
    $6.7 million write-down related to our SevenShores
    condominium and marina development project, $5.5 million of
    impairments associated with homes and homesites in our
    residential segment and a $0.4 million write-down of a
    builder note receivable.    
    loss on early extinguishment of debt of $29.9 million
    related to the prepayment of our $240 million senior notes;
    impairment charges of $1.0 million consisting of
    $0.8 million related to the write-down of a renegotiated
    builder note receivable and $0.2 million related to the
    write-down of homes in our residential real estate segment;
    $2.5 million related to a restructuring program; and
    $1.9 million related to a loss on the monetization of
    installment notes.      
    a non-cash pension settlement charge of $44.7 million
    related to the purchase of annuities with plan assets for
    certain participants in our pension plan; and
    impairment charges of $21.5 million consisting of the
    $7.4 million write-off of the Advantis note receivable, a
    $6.7 million write-down related to our SevenShores
    condominium and marina development project, $5.7 million of
    impairments associated with homes and homesites in our
    residential segment and a $1.7 million write-down of
    builder notes receivable.    
    loss on early extinguishment of debt of $29.9 million
    related to the prepayment of our $240 million senior notes;
    impairment charges of $3.2 million consisting of
    $0.8 million related to the write-down of a renegotiated
    builder note receivable and $2.4 million related to the
    write-down of homes in our residential real estate segment;
    $3.0 million related to our restructuring program; and
    $1.9 million related to a loss on the monetization of
    installment notes.     23




---



##### Table of Contents



Consolidated
    Results
  Revenues and expenses.
  Three Months Ended June 30,


Six Months Ended June 30,2009


2008


Difference


% Change


2009


2008


Difference


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

$
20.2


$
46.7


$
(26.5
)


(57
)%

$
28.7


$
147.7


$
(119.0
)


(81
)%Rental revenues


0.4



0.3



0.1



33



0.8



0.6



0.2



33Timber sales


7.2



6.4



0.8



13



13.3



14.1



(0.8
)


(6
)Other revenues


12.8



14.1



(1.3
)


(9
)


19.4



21.7



(2.3
)


(11
)Total


40.6



67.5



(26.9
)


(40
)


62.2



184.1



(121.9
)


(66
)Expenses:Cost of real estate sales


11.6



20.6



(9.0
)


(44
)


15.7



39.5



(23.8
)


(60
)Cost of rental revenues


0.2



0.1



0.1



100



0.4



0.2



0.2



100Cost of timber sales


5.2



4.9



0.3



6



9.6



9.8



(0.2
)


(2
)Cost of other revenues


11.7



13.8



(2.1
)


(15
)


19.8



24.0



(4.2
)


(18
)Other operating expenses


12.2



13.4



(1.2
)


(9
)


23.3



28.8



(5.5
)


(19
)Total

$
40.9


$
52.8


$
(11.9
)


(23
)%

$
68.8


$
102.3


$
(33.5
)


(33
)%       Corporate expense.
  Pension settlement charge.
 24




---



##### Table of Contents



Impairment Losses.
      Restructuring charge.
  Other income (expense).
       25




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##### Table of Contents



Income tax (benefit) expense.
  Segment
    Results
  Residential
    Real Estate
        Three Months Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008(In millions)Revenues:Real estate sales

$
11.7


$
7.2


$
15.7


$
17.1Rental revenue


0.3



0.3



0.5



0.6Other revenues


12.8



14.1



19.4



21.7Total revenues


24.8



21.6



35.6



39.4Expenses:Cost of real estate sales


10.6



6.2



14.0



15.5Cost of rental revenue


0.2



0.1



0.4



0.2Cost of other revenues


11.7



13.8



19.8



24.0Other operating expenses


9.7



10.9



18.3



23.1Depreciation and amortization


3.1



2.9



6.2



5.9Restructuring charge






0.5



0.1



0.8Impairment charge


12.5



1.0



14.1



3.2Total expenses


47.8



35.4



72.9



72.7Other income (expense)


(0.4
)


0.5



(0.4
)


1.3Pre-tax (loss) from continuing operations

$
(23.4
)

$
(13.3
)

$
(37.7
)

$
(32.0
)  26




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##### Table of Contents



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


Three Months Ended June 30, 2008Homes


Homesites


Total


Homes


Homesites


Total(Dollars in millions)Sales

$
9.9


$
1.8


$
11.7


$
5.7


$
1.5


$
7.2Cost of sales:Direct costs


7.0



1.1



8.1



3.9



0.7



4.6Selling costs


0.6



0.1



0.7



0.3







0.3Other indirect costs


1.7



0.1



1.8



1.2



0.1



1.3Total cost of sales


9.3



1.3



10.6



5.4



0.8



6.2Gross profit

$
0.6


$
0.5


$
1.1


$
0.3


$
0.7


$
1.0Gross profit margin


6
%


28
%


9
%


5
%


47
%


14
%Units sold


28



13



41



12



6



18       Three Months Ended June 30, 2009


Three Months Ended June 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


11


$
5.0


$
4.6


$
0.4



4


$
2.9


$
2.8


$
0.1Homesites


10



1.6



1.2



0.4



5



1.4



0.7



0.7PrimaryHomesites


3



0.2



0.1



0.1















Northeast Florida:PrimarySingle-family homes


2



0.6



0.5



0.1



2



0.9



0.8



0.1Central Florida:PrimarySingle-family homes


6



1.7



1.7







2



0.4



0.4



Multi-family homes


4



1.0



1.0







4



1.5



1.4



0.1Townhomes


5



1.6



1.5



0.1















Homesites


















1



0.1



0.1



Total


41


$
11.7


$
10.6


$
1.1



18


$
7.2


$
6.2


$
1.0  27




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##### Table of Contents



Six
    Months Ended June 30, 2009 and 2008
    Six Months Ended June 30, 2009


Six Months Ended June 30, 2008Homes


Homesites


Total


Homes


Homesites


Total(Dollars in millions)Sales

$
13.2


$
2.5


$
15.7


$
14.3


$
2.7


$
17.0Cost of sales:Direct costs


9.4



1.2



10.6



10.1



1.3



11.4Selling costs


0.8



0.1



0.9



0.8



0.1



0.9Other indirect costs


2.4



0.1



2.5



3.1



0.1



3.2Total cost of sales


12.6



1.4



14.0



14.0



1.5



15.5Gross profit

$
0.6


$
1.1


$
1.7


$
0.3


$
1.2


$
1.5Gross profit margin


5
%


44
%


11
%


2
%


44
%


9
%Units sold


37



16



53



25



11



36    28




---



##### Table of Contents



Six Months Ended June 30, 2009


Six Months Ended June 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


17


$
7.8


$
7.4


$
0.4



7


$
7.0


$
6.7


$
0.3Homesites


11



1.8



1.3



0.5



7



2.4



1.3



1.1Primary:Single-family homes






























Townhomes






























Homesites


5



0.5



0.1



0.4















Northeast 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


8



2.0



2.0







7



3.5



3.4



0.1Multi-family homes


4



1.0



1.0







8



2.7



2.6



0.1Townhomes


6



1.8



1.7



0.1



1



0.2



0.2



Homesites






0.2







0.2



1



0.1



0.1



Total


53


$
15.7


$
14.0


$
1.7



36


$
17.0


$
15.5


$
1.5            29




---



##### Table of Contents



Commercial
    Real Estate
      Three Months Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008(In millions)Revenues:Real estate sales

$
0.1


$
0.4


$
0.5


$
0.5Rental revenues


0.1







0.2



Other revenues














Total revenues


0.2



0.4



0.7



0.5Expenses:Cost of real estate sales


0.1



0.2



0.4



0.2Cost of rental revenues














Other operating expenses


1.0



1.0



2.0



2.1Depreciation and amortization














Total expenses


1.1



1.2



2.4



2.3Other income


0.3



0.2



0.4



0.4Pre-tax (loss) from continuing operations

$
(0.6
)

$
(0.6
)

$
(1.3
)

$
(1.4
)     Real Estate Sales. percentage-of-completion
 30




---



##### Table of Contents



percentage-of-completion
  percentage-of-completion
      Rural
    Land Sales
      Three Months Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008(In millions)Revenues:Real estate sales

$
8.4


$
39.0


$
12.6


$
130.1Expenses:Cost of real estate sales


0.9



14.2



1.3



23.7Other operating expenses


0.9



1.0



1.9



2.5Depreciation and amortization














0.1Restructuring charge














Total expenses


1.8



15.2



3.2



26.3Other income


0.1



0.4



0.3



0.4Pre-tax income from continuing operations

$
6.7


$
24.2


$
9.7


$
104.2     Number of


Number of


Average Price


Gross Sales


GrossSales


Acres


per Acre


Price


Profit(In millions)


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


4



5,317


$
1,589


$
8.4


$
7.5June 30, 2008


4



29,398


$
1,327


$
39.0


$
24.8Six Months Ended:June 30, 2009


9



6,345


$
1,989


$
12.6


$
11.3June 30, 2008


10



86,833


$
1,498


$
130.1


$
106.4    31




---



##### Table of Contents




    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.    
    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


Six Months EndedJune 30,


June 30,2009


2008


2009


2008(In millions)Revenues:Timber sales

$
7.2


$
6.4


$
13.3


$
14.0Expenses:Cost of timber sales


5.2



4.9



9.6



9.8Other operating expenses


0.6



0.5



1.1



1.0Depreciation and amortization


0.7



0.6



1.2



1.4Restructuring charge






0.1







0.1Total expenses


6.5



6.1



11.9



12.3Other income


0.4



0.5



0.8



1.0Pre-tax income from continuing operations

$
1.1


$
0.8


$
2.2


$
2.7   Three
    Months Ended June 30, 2009 and 2008
   32




---



##### Table of Contents



Six
    Months Ended June 30, 2009 and 2008
      Discontinued
    Operations
      Three Months Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008(In millions)Sunshine State CypressAggregate revenues

$



$
2.2


$
1.7


$
4.1Pre-tax (loss)






(0.2
)


(0.4
)


(0.1
)Pre-tax gain on sale










0.1



Income tax (benefit)






(0.1
)


(0.1
)


(Loss) from discontinued operations, net

$



$
(0.1
)

$
(0.2
)

$
(0.1
)   Liquidity
    and Capital Resources
       33




---



##### Table of Contents



and/or
    Cash
    Flows from Operating Activities
      15-year
    Cash
    Flows from Investing Activities
    Cash
    Flows from Financing Activities
     34




---



##### Table of Contents



91-10, Accounting for Special Assessments and Tax Increment
    Financing
  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)
   35




---



##### 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


per Share


or Programs


Programs(In thousands)Month Ended April 30, 2009





$







$
103,793Month Ended May 31, 2009





$







$
103,793Month Ended June 30, 2009





$







$
103,793   Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders        Name

For


WithheldMichael L. Ainslie


78,211,718



4,476,923Hugh M. Durden


81,478,015



1,210,626Thomas A. Fanning


81,663,674



1,024,967Wm. Britton Greene


81,920,205



768,436Adam W. Herbert, Jr.


81,787,236



901,405Delores M. Kesler


81,816,237



872,404John S. Lord


81,882,652



805,989Walter L. Revell


81,741,755



946,886  36




---



##### Table of Contents



For

Against

Abstain65,149,483

5,788,709

87,030     For

Against

Abstain82,271,108

360,980

56,551   Item 5.
    Other
    Information    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

Form of Director Election Form describing director compensation
    (updated May 2009).10
.2

The St. Joe Company 2009 Equity Incentive Plan (incorporated by
    reference to Appendix A to the Companys Proxy Statement on
    Schedule 14A filed on March 31, 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.  37




---



##### Table of Contents



SIGNATURES    The St. Joe CompanyDate: August 4, 2009

/s/  Wm.
    Britton GreeneWm.
    Britton GreenePresident and Chief Executive OfficerDate: August 4, 2009

/s/  Janna
    L. ConnollyJanna
    L. ConnollyChief Accounting Officer  38