##### Table of Contents



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, 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, 2007o

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(Address of principal
    executive offices)

32202(Zip
    Code)   (904) 301-4200
 (Registrants telephone number, including area code)
  þ o
  Rule 12b-2
 þ o o
  Rule 12b-2 o þ
  APPLICABLE
    ONLY TO CORPORATE ISSUERS:




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##### 



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


Financial
    Statements


2Consolidated
    Balance Sheets  March 31, 2007 and
    December 31, 2006


2Consolidated
    Statements of Income  Three months ended
    March 31, 2007 and 2006


3Consolidated
    Statement of Changes in Stockholders Equity 
    Three months ended March 31, 2007


4Consolidated
    Statements of Cash Flows-Three months ended March 31, 2007
    and 2006


5Notes to
    Consolidated Financial Statements


6Item 2.


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


18Item 3.


Quantitative and
    Qualitative Disclosures About Market Risk


37Item 4.


Controls and
    Procedures


37PART II
    Other InformationItem 1.


Legal
    Proceedings


38Item 1A.


Risk
    Factors


38Item 2.


Unregistered Sales
    of Equity Securities and Use of Proceeds


38Item 3.


Defaults upon
    Senior Securities


38Item 4.


Submission of
    Matters to a Vote of Security Holders


38Item 5.


Other
    Information


38Item 6.


Exhibits


39Signatures


40EX-31.1 Certification by Chief Executive Officer.EX-31.2 Certification by Chief Financial Officer.EX-32.1 Certification by Chief Executive Officer.EX-32.2 Certification by Chief Financial Officer.   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)
  March 31,


December 31,2007


2006(Unaudited)ASSETSInvestment in real estate

$
889,300


$
1,213,562Cash and cash equivalents


32,514



36,935Accounts receivable, net


17,504



25,839Notes receivable


26,750



26,029Prepaid pension asset


101,846



100,867Property, plant and equipment, net


40,597



44,593Goodwill, net


26,287



35,233Other intangible assets, net


2,808



32,669Other assets


27,123



44,668Assets held for sale


393,396



$
1,558,125


$
1,560,395LIABILITIES AND
    STOCKHOLDERS EQUITYLIABILITIES:Debt

$
604,664


$
627,056Accounts payable


103,520



117,131Accrued liabilities


61,318



123,496Income tax payable


12,143



9,984Deferred income taxes


167,218



211,115Liabilities associated with assets
    held for sale


127,074



Total liabilities


1,075,937



1,088,782Minority interest in consolidated
    subsidiaries


7,666



10,533STOCKHOLDERS EQUITY:Common stock, no par value;
    180,000,000 shares authorized; 104,475,065 and 104,372,697
    issued at March 31, 2007 and December 31, 2006,
    respectively


313,714



308,060Retained earnings


1,086,158



1,078,312Accumulated other comprehensive
    income


(860
)


(1,033
)Treasury stock at cost, 30,104,211
    and 30,100,032 shares held at March 31, 2007 and
    December 31, 2006, respectively


(924,490
)


(924,259
)Total stockholders equity


474,522



461,080$
1,558,125


$
1,560,395    2




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##### Table of Contents



THE ST.
    JOE COMPANY
  CONSOLIDATED STATEMENTS OF INCOME
 (Unaudited)
 (Dollars in thousands except per share amounts)
  Three Months Ended March 31,2007


2006Revenues:Real estate sales

$
82,362


$
100,495Rental revenues


124



62Timber sales


6,969



8,488Other revenues


6,856



7,920Total revenues


96,311



116,965Expenses:Cost of real estate sales


26,456



59,563Cost of rental revenues


146



5Cost of timber sales


5,949



5,861Cost of other revenues


8,517



8,294Other operating expenses


14,965



17,323Corporate expense, net


7,893



15,679Depreciation and amortization


4,501



4,340Restructuring charge


3,157



Total expenses


71,584



111,065Operating profit


24,727



5,900Other income (expense):Investment income, net


1,272



1,848Interest expense


(4,700
)


(1,872
)Other, net


4,200



(1,649
)Total other income (expense)


772



(1,673
)Income from continuing operations
    before equity in income of unconsolidated affiliates, income
    taxes, and minority interest


25,499



4,227Equity in income of unconsolidated
    affiliates


907



2,760Income tax expense


6,402



1,951Income from continuing operations
    before minority interest


20,004



5,036Minority interest


383



2,144Income from continuing operations


19,621



2,892Discontinued operations:Income from discontinued
    operations (net of income tax expense of $37 and $488,
    respectively)


62



814Net income

$
19,683


$
3,706EARNINGS PER
    SHAREBasicIncome from continuing operations

$
0.27


$
0.04Income from discontinued operations





$
0.01Net income

$
0.27


$
0.05DilutedIncome from continuing operations

$
0.27


$
0.04Income from discontinued operations





$
0.01Net income

$
0.27


$
0.05    3




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##### Table of Contents



THE ST.
    JOE COMPANY
  CONSOLIDATED STATEMENT OF CHANGES IN
    STOCKHOLDERS EQUITY
 (Unaudited)
 (Dollars in thousands, except per share amounts)
  AccumulatedCommon Stock





OtherOutstanding





Retained


ComprehensiveShares


Amount


Earnings


Income (loss)


Treasury Stock


TotalBalance at December 31, 2006


74,272,665


$
308,060


$
1,078,312


$
(1,033
)

$
(924,259
)

$
461,080Net income










19,683











19,683Amortization of pension and
    postretirement benefit costs, net of tax














173







173Comprehensive income






















19,856Issuances of restricted stock


83,978



















Forfeitures of restricted stock


(73,041
)


















Dividends ($0.16 per share)










(11,837
)










(11,837
)Issuances of common stock


91,431



2,840















2,840Excess tax benefit on options
    exercised and vested restricted stock






829















829Amortization of stock- based
    compensation






1,985















1,985Purchases of treasury shares


(4,179
)














(231
)


(231
)Balance at March 31, 2007


74,370,854


$
313,714


$
1,086,158


$
(860
)

$
(924,490
)

$
474,522    4




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##### Table of Contents



THE ST.
    JOE COMPANY
  CONSOLIDATED STATEMENTS OF CASH FLOW
 (Unaudited)
 (Dollars in thousands)
  Three Months Ended March 31,2007


2006Cash flows from operating
    activities:Net income

$
19,683


$
3,706Adjustments to reconcile net
    income to net cash (used in) operating activities:Depreciation and amortization


9,374



10,402Stock-based compensation


1,985



4,591Minority interest in income


383



2,144Equity in income of unconsolidated
    joint ventures


(1,031
)


(2,843
)Distributions of income from
    unconsolidated affiliates


299



1,623Deferred income tax (benefit)
    expense


(43,724
)


(20,540
)Impairment losses


2,196



Cost of operating properties sold


64,910



91,747Expenditures for operating
    properties


(72,322
)


(177,121
)Write-off of capitalized home
    building costs


558



Changes in operating assets and
    liabilities:Accounts receivable


8,110



(13,119
)Other assets


(4,329
)


(6,457
)Accounts payable and accrued
    liabilities


(60,367
)


1,038Income taxes payable


2,159



9,712Net cash used in operating
    activities


(72,116
)


(95,117
)Cash flows from investing
    activities:Purchases of property, plant and
    equipment


(1,785
)


(5,775
)Purchases of investments in real
    estate


(1,049
)


(1,472
)Investments in unconsolidated
    affiliates


(271
)


Net cash used in investing
    activities


(3,105
)


(7,247
)Cash flows from financing
    activities:Proceeds from revolving credit
    agreements, net of repayments


150,000



20,000Repayments of other long-term debt


(67,551
)


(3,782
)Distributions to minority interests


(3,250
)


(2,080
)Proceeds from exercises of stock
    options


2,840



1,487Dividends paid to stockholders


(11,837
)


(11,998
)Excess tax benefits from
    stock-based compensation


829



641Treasury stock purchases


(231
)


(25,121
)Net cash provided by (used in)
    financing activities


70,800



(20,853
)Net decrease in cash and cash
    equivalents


(4,421
)


(123,217
)Cash and cash equivalents at
    beginning of period


36,935



202,605Cash and cash equivalents at end
    of period

$
32,514


$
79,388    5




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##### Table of Contents



THE ST.
    JOE COMPANY
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited) 1.
    Basis of
    Presentation  Form 10-Q. Form 10-K.
  2.
    Summary
    of Significant Accounting Policies  Stock-Based
    Compensation
  Share-Based
    Payment (SFAS 123R), Accounting for Stock-Based Compensation
    (SFAS 123) Accounting for Stock Issued to
    Employees (APB 25).
  Stock
    Options and Non-vested Restricted Stock
   6




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         2007


2006Per share weighted-average fair
    value

$
17.15



(1
)Expected dividend yield


1.18
%


(1
)Risk free interest rate


4.88
%


(1
)Weighted average expected
    volatility


22.9
%


(1
)Expected life (in years)


7



(1
)     (1)
    
    No options were granted in the three month period ended
    March 31, 2006.    Three Months Ended


Three Months EndedMarch 31, 2007


March 31, 2006Stock option expense

$
353


$
993Restricted stock expense


1,632



3,598Employee stock purchase plan
    expense


10



49Total

$
1,995


$
4,640       Number of


Weighted AverageOptions


Exercise PriceBalance at December 31, 2006


780,909


$
32.42Granted


82,101



54.05Forfeited


(27,825
)


47.64Exercised


(91,431
)


31.06Balance at March 31, 2007


743,754


$
34.40    7




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Weighted Average


Range of


Weighted AverageNumber of Options Outstanding

Remaining Contractual Life


Exercise Prices


Exercise Price77,514


2 years


$
15.96-$23.94


$
18.89480,175


6 years


$
23.95-$35.91


$
29.8620,300


7 years


$
35.92-$53.86


$
39.96165,765


10 years


$
53.87-$54.24


$
54.15743,754


6 years


$
15.96-$54.24


$
34.40     Weighted Average


Range of


Weighted AverageNumber of Options Exercisable

Remaining Contractual Life


Exercise Prices


Exercise Price77,514


2 years


$
15.96-$23.94


$
18.89430,500


6 years


$
23.95-$35.91


$
29.5312,050


7 years


$
35.92-$53.86


$
40.09520,064


5 years


$
15.96-$53.86


$
28.19         Weighted AverageNumber of


Grant Date FairNon-Vested Restricted Shares

Shares


ValueBalance at December 31, 2006


622,346


$
46.20Granted


83,978



54.05Forfeited


(73,041
)


53.46Vested


(14,660
)


57.88Balance at March 31, 2007


618,623


$
46.13      8




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Employee
    Stock Purchase Plan
    Earnings
    Per Share
            Three Months EndedMarch 31,2007

2006Basic


73,689,102



73,986,241Diluted


74,257,412



74,943,110  9




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Supplemental
    Cash Flow Information
    2007


2006Interest paid

$
14.3


$
11.4Income taxes paid (net of refunds)


86.4



12.6Capitalized interest


2.8



4.2     2007


2006Issuance of restricted stock

$
0.6


$
0.8Net increase in Community
    Development District Debt


4.9



1.2Extinguishment of debt in
    connection with joint venture






(10.7
)Increase of note payable on land
    purchase


1.6



1.1       Restructuring
   10




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Residential Real


Commercial Real


Rural LandEstate


Estate


Sales


Forestry


Other


TotalWrite-off of capitalized
    homebuilding costs

$
0.5


$



$



$



$



$
0.5One-time termination benefits to
    employees


0.8



0.1



1.3







0.5



2.7Total restructuring charges, pretax

$
1.3


$
0.1


$
1.3


$



$
0.5


$
3.2       Balance at











Balance atDecember 31,


Costs


Non-cash





March 31,


Due within


Due after2006


Accrued


Adjustments


Payments


2007


12 months


12 monthsWrite-off of capitalized
    homebuilding costs

$



$
0.5


$
(0.5
)

$



$



$



$
One-time termination benefits to
    employees

$
1.3



2.7







(2.5
)


1.5



1.5



Total

$
1.3


$
3.2


$
(0.5
)

$
(2.5
)

$
1.5


$
1.5


$
     Discontinued
    Operations
      Financial
    Instruments with Characteristics of Both Liabilities and
    Equity
  Accounting for Certain Financial Instruments
    with Characteristics of Both Liabilities and Equity
 11




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3.
    Investment
    in Real Estate    March 31, 2007


December 31, 2006Operating property:Residential real estate

$
111,755


$
104,341Commercial real estate


9,377



9,366Rural land sales


139



197Forestry


133,470



135,932Other


104



61Total operating property


254,845



249,897Development property:Residential real estate


575,542



623,483Commercial real estate


55,087



56,669Rural land sales


7,658



7,996Other


294



294Total development property


638,581



688,442Investment property:Commercial real estate


102



311,362Rural land sales


293



412Forestry


1,495



1,372Other


5,984



7,645Total investment property


7,874



320,791Investment in unconsolidated
    affiliates:Residential real estate


10,283



9,406Total real estate investments


911,583



1,268,536Less: Accumulated depreciation


22,283



54,974Investment in real estate
    investments

$
889,300


$
1,213,562      12




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    Debt    March 31, 2007


December 31, 2006Senior revolving credit agreement

$
210,000


$
60,000Senior notes


240,000



307,000Debt secured by certain commercial
    and residential property


50,664



156,056Bridge loan


100,000



100,000Various secured and unsecured
    notes payable


4,000



4,000Total debt

$
604,664


$
627,056     2007

$
310.12008


5.72009


26.12010


21.02011


10.0Thereafter


231.7Total

$
604.6       5.
    Employee
    Benefit Plans    Three Months EndedMarch 31, 2007


March 31, 2006Service cost

$
1,059


$
1,225Interest cost


2,073



2,190Expected return on assets


(4,247
)


(4,657
)Prior service costs


171



180Curtailment charge


135



Total pension (credit) expense

$
(809
)

$
(1,062
)   6.
    Income
    Taxes  FASB Interpretation
    No. 48, Accounting for Uncertainty in Income
    Taxes
 13




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Form 10-K
  7.
    Segment
    Information      Form 10-K.
   14




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Three Months EndedMarch 31,2007


2006Operating Revenues:Residential real estate

$
37,010


$
89,737Commercial real estate


5,665



3,107Rural land sales


46,676



15,642Forestry


6,960



8,479Consolidated operating revenues

$
96,311


$
116,965Income (loss) from continuing
    operations before equity in income of unconsolidated affiliates,
    income taxes and minority interest:Residential real estate

$
(5,401
)

$
10,205Commercial real estate


302



903Rural land sales


40,372



11,403Forestry


441



2,035Other


(10,215
)


(20,319
)Consolidated income from
    continuing operations before equity in income of unconsolidated
    affiliates, income taxes and minority interest

$
25,499


$
4,227   March 31, 2007


December 31, 2006Total Assets:Residential real estate

$
780,938


$
838,773Commercial real estate


66,575



389,840Rural land sales


14,083



30,907Forestry


147,800



149,323Corporate


155,333



151,552Assets held for sale


393,396



Total assets

$
1,558,125


$
1,560,395     March 31, 2007Assets held for sale by segment:Residential real estate

$
75,811Commercial real estate


317,585Total assets held for sale

$
393,396  15




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    March 31, 2007Assets held for sale:Investment in real estate

$
341,016Intangible assets


27,850Goodwill


7,500Other assets


17,030Total assets held for sale

$
393,396Liabilities associated with assets
    held for sale:Account payable

$
6,443Accrued liabilities


9,416Debt


111,215Total liabilities associated with
    assets held for sale

$
127,074   8.
    Contingencies  Accounting for
    Contingencies
      Guarantors Accounting
    and Disclosure Requirements for Guarantees, Including Indirect
    Guarantees of Indebtedness of Others.
     16




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##### Table of Contents



NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       9.
    Subsequent
    Events     17




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##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
        
    the sale of developed home sites to retail customers and
    builders;
    the sale of parcels of entitled, undeveloped land;
    the sale of housing units built by us;
    rental income;
    resort and club operations;
    investments in limited partnerships and joint ventures;
    brokerage, title issuance and mortgage origination fees on
    certain transactions within our residential real estate
    developments; and
    management fees.    
    the rental
    and/or sale
    of commercial buildings owned
    and/or
    developed by us; and
    the sale of developed and undeveloped land for retail,
    multi-family, office and industrial uses.    
    the sale of parcels of undeveloped land; and
    the sale of rural land with limited development.    
    the sale of pulpwood and timber; and
    the sale of cypress lumber and mulch.     18




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##### Table of Contents



Forward-Looking
    Statements
    
    future operating performance, revenues, earnings, cash flows,
    and short and long-term revenue and earnings growth rates;
    future residential and commercial entitlements;
    expected development timetables and projected timing for sales
    or closings of homes or home sites in a community;
    development approvals and the ability to obtain such approvals,
    including possible legal challenges;
    the anticipated price ranges of developments;
    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 or building
    sales or acquisitions;
    estimated land holdings for a particular use within a specific
    time frame; 19




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##### Table of Contents




    absorption rates and expected gains on land and home site sales;
    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;
    the pace at which we release new products for sale;
    comparisons to historical projects;
    the amount of dividends we pay; and
    the number or dollar amount of shares of Company stock which may
    be purchased under the Companys existing or future
    share-repurchase program.  Form 10-Q.
  Form 10-K
  
    economic conditions, particularly 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;
    changes in the demographics affecting projected population
    growth in Florida, including the demographic migration of Baby
    Boomers;
    changes in perceptions or conditions in the national real estate
    market or the real estate markets in the states and regions in
    which we operate;
    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;
    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 and
    rentals;
    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;
    changes in interest rates and the performance of the financial
    markets;
    changes in market rental rates for our commercial and resort
    properties;
    changes in the prices or availability of wood products; 20




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##### Table of Contents




    the pace of development of public infrastructure, particularly
    in Northwest Florida, including a proposed new airport in Bay
    County, which is dependent on various regulatory approvals and
    permits and the availability of adequate funding;
    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;
    natural disasters, including hurricanes and other severe weather
    conditions, and the impact on current and future demand for our
    products in Florida;
    the prices and availability of labor and building materials;
    changes in insurance rates and deductibles for property in
    Florida, particularly in coastal areas;
    changes in gasoline prices; and
    acts of war, terrorism, or other geopolitical events.  Critical
    Accounting Estimates
    Form 10-K
  Recently
    Issued Accounting Pronouncements
  Fair Value Measurements
  EITF Issue
    No. 06-8,
    Applicability of the Assessment of a Buyers Continuing
    Investment under FAS No. 66 for the Sale of
    Condominiums (EITF
    06-8). 06-8 states paragraphs 8-12 paragraphs 65-67 06-8 06-8 percentage-of-completion
 21




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##### Table of Contents



06-8,
  The Fair Value Option for Financial
    Assets and Financial Liabilities
  Results
    of Operations
      Consolidated
    Results
  Revenues and expenses.
  Three Months Ended March 31,2007


2006


Difference


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

$
82.4


$
100.5


$
(18.1
)


(18
)%Rental revenues


0.1



0.1







Timber sales


7.0



8.5



(1.5
)


(18
)Other revenues


6.8



7.9



(1.1
)


(14
)Total


96.3



117.0



(20.7
)


(18
)Expenses:Cost of real estate sales


26.5



59.6



(33.1
)


(55
)Cost of rental revenues


0.1







0.1



Cost of timber sales


5.9



5.9







Cost of other revenues


8.5



8.3



0.2



2Other operating expenses


15.0



17.3



(2.3
)


(13
)Total

$
56.0


$
91.1


$
(35.1
)


(38
)%    22




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##### Table of Contents



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




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##### Table of Contents



Residential
    Real Estate
    National Homebuilder Summary
    of Home Site Commitments and Purchases
    April 1, 2006 through March 31, 2007
  Total Units


Total Units


Average Price


Remaining UnitsCommitted(1)


Closed


Closed Units


To CloseBeazer HomesBeckrich Point


70







N/A



70Laguna West


350







N/A



350SouthWood


163



125


$
50,038



38Victoria Park


179



179


$
66,369



David Weekley HomesHawks Landing


99



25


$
97,440



74Palmetto Trace


56



53


$
85,562



3ParkPlace


70







N/A



70RiverCamps on Crooked Creek


3



3


$
209,667



SouthWood


140



10


$
110,060



130Victoria Park


72



72


$
102,444



WaterSound


7



7


$
144,248



Total


1,209



474







735     (1)
    
    Includes amounts under contract or committed. 24




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##### Table of Contents



Residential
    Real Estate
 National Homebuilder Summary
 of Home Site Commitments and Purchases
 Three Months Ended March 31, 2007
  Total Units


Total Units


Average PriceCommitted(1)


Closed
    3/31/07


Closed UnitsBeazer HomesBeckrich Point










N/ALaguna West










N/ASouthWood






18


$
49,288Victoria Park










N/ADavid Weekley HomesHawks Landing






15


$
60,900Palmetto Trace






5


$
83,460ParkPlace










N/ARiverCamps on Crooked Creek










N/ASouthWood






10


$
110,060Victoria Park










N/AWaterSound










N/ATotal






48     (1)
    
    Includes amounts under contract or committed.    11-unit
           25




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##### Table of Contents



123-acre
              
    the necessary entitlements for development will be secured;
    any of our projects can be successfully developed, if at
    all; or
    our projects can be developed in a timely manner. 26




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##### Table of Contents



Three Months EndedMarch 31,2007


2006(In millions)Revenues:Real estate sales

$
30.1


$
82.0Other revenues


6.9



7.7Total revenues


37.0



89.7Expenses:Cost of real estate sales


19.1



57.4Cost of other revenues


8.5



8.2Other operating expenses


11.3



11.6Depreciation and amortization


2.8



2.5Restructuring charge


1.3



Total expenses


43.0



79.7Other income


0.6



0.2Pre-tax (loss ) income from
    continuing operations

$
(5.4
)

$
10.2   percentage-of-completion percentage-of-completion 15-day
    percentage-of-completion
 27




---



##### Table of Contents



Three
    Months Ended March 31, 2007 and 2006
      March 31, 2007


March 31, 2006Homes


Home Sites


Total


Homes


Home Sites


Total(Dollars in millions)Sales

$
17.8


$
12.3


$
30.1


$
73.6


$
8.4


$
82.0Cost of sales:Direct costs


11.0



4.5



15.5



45.4



2.8



48.2Selling costs


0.8



0.4



1.2



3.5



0.3



3.8Other indirect costs


1.9



0.5



2.4



5.1



0.3



5.4Total cost of sales


13.7



5.4



19.1



54.0



3.4



57.4Gross profit

$
4.1


$
6.9


$
11.0


$
19.6


$
5.0


$
24.6Gross profit margin


23
%


56
%


37
%


27
%


60
%


30
%       March 31, 2007


March 31, 2006Closed





Cost of


Gross


Closed





Cost of


GrossUnits


Revenues


Sales


Profit


Units


Revenues


Sales


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


3


$
5.4


$
3.5


$
1.9



5


$
4.8


$
3.3


$
1.5Multi-family homes






























PRC






























Home sites


13



7.0



2.0



5.0



6



3.6



1.2



2.4PrimarySingle-family homes


5



1.8



1.6



0.2



64



19.4



15.1



4.3Townhomes


1



0.2



0.1



0.1



22



3.4



2.8



0.6Home sites


61



4.7



3.2



1.5



36



2.7



1.4



1.3Northeast Florida:PrimarySingle-family homes


6



2.7



2.6



0.1



14



6.9



5.0



1.9Home sites


2



0.3



0.1



0.2



6



0.9



0.4



0.5Central Florida:PrimarySingle-family homes


8



4.6



3.4



1.2



50



22.6



15.8



6.8Multi-family homes


24



0.3



0.2



0.1



16



10.8



7.2



3.6Townhomes


5



2.8



2.3



0.5



21



5.7



4.8



0.9Home sites


1



0.3



0.1



0.2



4



1.2



0.4



0.8Total


129


$
30.1


$
19.1


$
11.0



244


$
82.0


$
57.4


$
24.6  28




---



##### Table of Contents



percentage-of-completion
     29




---



##### Table of Contents



Discontinued
    Operations
    Three Months EndedMarch 31,2007


2006(In millions)Revenues:Real estate sales

$
45.4


$
38.6Expenses:Cost of real estate sales


39.9



34.1Other operating expenses


2.4



2.6Impairment loss


2.2



Total expenses


44.5



36.7Equity in income of unconsolidated
    affiliate


0.1



0.1Pre-tax income from continuing
    operations

$
1.0


$
2.0   Commercial
    Real Estate
   30




---



##### Table of Contents



Three Months EndedMarch 31,2007


2006(In millions)Revenues:Real estate sales

$
5.5


$
2.8Rental revenues


0.1



0.1Other revenues






0.2Total revenues


5.6



3.1Expenses:Cost of real estate sales


3.7



0.7Cost of rental revenues


0.1



Other operating expenses


1.4



2.1Depreciation and amortization


0.1



0.1Total expenses


5.3



2.9Other income






0.7Pre-tax income from continuing
    operations

$
0.3


$
0.9     Three Months EndedMarch 31,2007


2006(In millions)Revenues:Rental revenues


9.7



11.8Expenses:Cost of rental revenues


3.9



4.2Other operating expenses


0.2



0.3Depreciation and amortization


4.9



6.1Total expenses


9.0



10.6Other income (expense)


(1.6
)


(1.8
)Pre-tax loss from continuing
    operations

$
(0.9
)

$
(0.6
)  31




---



##### Table of Contents



Real Estate Sales.
  Number of


Acres


Average Price


Gross





Gross ProfitLand

Sales


Sold


per Acre


Proceeds


Revenue


on Sales(In thousands)


(In millions)Three Months Ended March 31,
    2007:Northwest Florida


6



13


$
146.5


$
1.9


$
2.3
(a)

$
1.1
(a)Other


3



19



175.3



3.2



3.2



0.7Total/Average


9



32


$
163.3


$
5.1


$
5.5
(a)

$
1.8
(a)Three Months Ended March 31,
    2006:Northwest Florida


6



14


$
151.5


$
2.1


$
2.8
(b)

$
2.1
(b)Other






















Total/Average


6



14


$
151.5


$
2.1


$
2.8
(b)

$
2.1
(b)   (a)
    
    Includes deferred revenue and gain on sales, based on
    percentage-of-completion
    accounting, of $0.4 million and $0.1 million,
    respectively.(b)
    
    Includes deferred revenue and gain on sales, based on
    percentage-of-completion
    accounting, of $0.7 million and $0.6 million,
    respectively.  per-acre
  Rental
    Operations
   32




---



##### Table of Contents



March 31, 2007


March 31, 2006Net








NetNumber of


Rentable


Percentage


Number of


Rentable


PercentageProperties


Square Feet


Leased


Properties


Square Feet


LeasedBuildings purchased with
    tax-deferred proceeds by location:(a)FloridaJacksonville


1



136,000



84
%


1



136,000



69
%Northwest Florida


3



156,000



100



3



156,000



95Orlando


2



317,000



96



2



317,000



71Atlanta


8



1,289,000



76



8



1,289,000



73Virginia


3



354,000



97



3



354,000



96Subtotal/Average


17



2,252,000



84
%


17



2,252,000



76
%Development property:FloridaNorthwest Florida


2



37,000



96
%


2



37,000



93
%Subtotal/Average


2



37,000



96
%


2



37,000



93
%Total/Average


19



2,289,000



84
%


19



2,289,000



76
%   (a)
    
    Classified as assets held for sale.  Rural
    Land Sales
      Three Months EndedMarch 31,2007


2006(In millions)Revenues:Real estate sales

$
46.7


$
15.6Expenses:Cost of real estate sales


3.7



1.5Other operating expenses


1.6



3.0Restructuring charge


1.3



Total expenses


6.6



4.5Other income


0.3



0.3Pre-tax income from continuing
    operations

$
40.4


$
11.4  33




---



##### Table of Contents



Number of


Number of


Average Price


GrossSales


Acres


per Acre


Sales Price


Gross Profit(In millions)


(In millions)Three Months Ended:March 31, 2007


10



31,295


$
1,491


$
46.7


$
43.0March 31, 2006


26



5,041


$
3,103


$
15.6


$
14.2   1,346-acre
    Forestry
    Three Months EndedMarch 31,2007


2006(In millions)Revenues:Timber sales

$
7.0


$
8.5Expenses:Cost of timber sales


6.0



5.9Other operating expenses


0.7



0.6Depreciation and amortization


0.6



0.8Total expenses


7.3



7.3Other income


0.7



0.8Pre-tax income from continuing
    operations

$
0.4


$
2.0       Liquidity
    and Capital Resources
    
    Operations;
    Sales of land holdings, other assets and subsidiaries; 34




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##### Table of Contents




    Borrowings from financial institutions and other debt; and
    Issuances of equity, primarily from the exercise of employee
    stock options.    
    Operations;
    Real estate development;
    Construction and homebuilding;
    Repurchases of our common stock;
    Payments of dividends;
    Repayments of debt;
    Payments of taxes; and
    Investments in joint ventures and acquisitions.    and/or
  Cash
    Flows from Operating Activities
       35




---



##### Table of Contents



Cash
    Flows from Investing Activities
      Cash
    Flows from Financing Activities
          91-10, Accounting for Special Assessments and Tax Increment
    Financing
   36




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
  Regulation S-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  Evaluation of Disclosure Controls and
    Procedures. Rules 13a-15(e) 15d-15(e)
  Changes in Internal Controls.
 37




---



##### 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
  (c)


(d)Total Number of


Maximum DollarShares Purchased


Amount that(a)


(b)


as Part of Publicly


May Yet BeTotal Number


Average


Announced Plans


Purchased Underof Shares


Price Paid


or Programs


the Plans orPeriod

Purchased


per Share


(1)


Programs(In thousands)Month Ended January 31, 2007





$







$
103,793Month Ended February 28, 2007


2,220
(2)

$
55.03






$
103,793Month Ended March 31, 2007


1,959
(2)

$
55.25






$
103,793     (1)
    
    For a description of our Stock Repurchase Program, see
    Part I, Item 2, Liquidity and Capital
    Resources  Cash Flows from Financing Activities.(2)
    
    Shares surrendered to the Company by executives as payment for
    taxes due on exercised stock options
    and/or taxes
    due on vested restricted stock.  Item 3.
    Defaults
    Upon Senior Securities    Item 4.
    Submission
    of Matters to a Vote of Security Holders    Item 5.
    Other
    Information   38




---



##### 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

Purchase and Sale Agreement and
    Letter Agreement, each dated as of April 30, 2007 by and
    among the registrant, certain subsidiaries of the registrant and
    Eola Capital, LLC (incorporated by reference to
    Exhibit 10.1 of the registrants Current Report on
    Form 8-K
    dated April 30, 2007).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.  39




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##### Table of Contents



SIGNATURES    The St. Joe Company
   
   Chairman and Chief Executive Officer
   
   Chief Financial Officer
 40