Good day and welcome to the St. Joe Company Third Quarter Earnings Release Conference Call. This call is being recorded. Currently all participants are in a listen-only mode. You will be given a chance later to ask questions. At this time, I would like to turn the call over to the Company's Treasurer, David Childers. Please go ahead, sir.

Good morning. Welcome to the St. Joe Company conference call to discuss 2010 third quarter results. I'm David Childers, Vice President and Treasurer and on the call this morning are Britt Greene, our President and CEO; and Bill McCalmont, our Executive Vice President and CFO. Before we start, let me remind you that matters discussed on this conference call which are not historical facts are forward-looking statements that are based on our current expectation. Actual results may differ materially. Forward-looking statements are subject to certain risks and uncertainties that are described in today's earnings release, and in our SEC filings. These filings are on our website at www.joe.com. Reconciliation of non-GAAP measures mentioned in today's call can also be found in today's earnings release. With that, I'll turn the call over to you, Britt?

Thanks David. Before I get into the specific results, I'd like to take a few moments to touch on our history and our business. It's important to begin by explaining how we got to where we are today. Further majority of the last 80 years, there have been three major owner of the real estate in Northwest Florida. The Federal Government, the State of Florida and the St. Joe Company. Because of this other structure, when St. Joe became a seller real estate in the late 1990s, it was the first real opportunity for the Northwest Florida region to grow economically in the last 80 years. And since the region had not developed like the rest of Florida, St. Joe undertook every aspect real estate development and sales including obtaining land-use entitlements, master planning, developing, building and selling. In a little over 10 years, we developed successful and profitable residential and commercial projects, includes infrastructure, attracted regional and national businesses to the area and in doing so, contributed to regional growth and prosperity. Today, we operate under a chains corporate structure and with an extremely flexible balance sheet that support a more efficient and less capital-intensive business model. We have a reduced risk profile and the ability to be very opportunistic and adaptable in regard to the future. Because of the financial flexibility as well as the land in assets on our balance sheet and throughout the region, the ground work is in place to benefit our company and the shareholders for decades to come. We have the opportunity to extract this proportionate percentage of every new dollar to the area because we are a majority landowner that can provide for the region's growing commercial and residential needs. Additionally, most competitors of ours must acquire land at market price and title it and build amenities to compete against us. These development processes can take a long time for our competitors. Competitor advantage for St. Joe, that we have several communities who develop products ready for sale that prospective buyers can see. What's most important to know about our business is that our land holdings cannot be duplicated. We enjoyed vast acres of low basis land suitable for development in Northwest Florida. Like all businesses, we have been impacted by the global economic downturn and the impact has been especially pronounced in Florida. However, despite these challenging times, we are confident that St. Joe is well-positioned to succeed and to create long-term value for our shareholders. With that I'm pleased to turn over the call to Bill to discuss our results, Bill?

Thanks Britt. Before I review the quarterly result, I want to comment on our accounting for long life assets. In particular, I want to revise some clarity regarding the detailed process we go through each quarter to ensure that our properties are valid appropriately and in accordance with Generally Accepted Accounting Principals or GAAP. As part of our quarterly review of all our long lined assets we perform an impairment analysis of our real estate holdings according to GAAP. This then tells the review of current market data compared to homes and home size lifted for sale and review of our economic models for our development projects. This review according to GAAP evaluates the future undiscounted cash revenue streams of a project, combined with the estimated future expenses and expenditures necessary to maintain and complete a project and compares these net cash flows to the carrying value of the project. These economic models are updated at lest annually. In the event these net cash flows exceed the carrying value of the project there is not impairment, to the extent the net cash flow falls short of the carrying value of the project impairment is reported to reduce the projects asserted value. We also review any events or changes in circumstances that would indicate that an asset might be impaired. This could include a change in the plans development of a project, the sale of a project or even the abandonment of a project. During this quarter's close cycle, as we have done in the past we conducted a top to bottom review our carrying values from long lived assets and have again concluded that we appropriately accounted for our long lived assets. We remain comfortable with accounting for our long lived assets and stand by the presentation in our financial…

Thank you Bill, I'd like to now discuss our land holdings assets and opportunities. For the major drivers of opportunities in value creating for St. Joe over the coming decade is the recently opened Northwest Florida Beaches International Airport. Because of the new airport our region has now become much more assessable to the rest of the country in the global market place. The new airport is only a 15 minute drive to the white sand beaches on the Gulf of Mexico. For the majority of that drive you're traveling through St. Joe property. We have over 5,600 residential units and 4.4 square feet of commercial space entitled just in phase one of the west bay sector plan adjacent to the new airport, including our VentureCrossings Enterprise Center which I will discuss in a few minutes. But first it's important to understand our relationship with the airport authority. We donated land to the airport authority in restricted certain uses on that land via the land donation agreement in deed. The authority is also constrained by number of regulatory permit requirements. Consequently, the current development rights of the airport authority are limited in scope. The authority has permitted phase one specific aviation uses and any future phases require significant regulatory review and permitting approvals before the authority can deliver on any addition development beyond Phase I. Regulatory review and permitting includes that federal aviation authority, the army core of engineers in compliance with the national environmental policy act and the clean water act, all of which are federal agencies and approvals that require time and expense to work for them. The time frame established for future phases by the permits associated with phase one is 10 years, therefore any development beyond phase one is intended to occur after the 10th year…

(Operators Instructions) and we'll go first to Buck Horne with Raymond James.

Britt, I really appreciate the details that you guys gave on the rights and permits associated with the airport land and what's adjacent to the airport there. I guess maybe for the benefit of ourselves and maybe the investors listening that may be not quite as familiar with the property, can you help us understand in real estate terms what kind of value you unlocked or what kind of extra acreage adjacent to the airport you unlocked with the Phase III site next to the airport? Maybe that will help simplify what you've unlocked in terms of value, related director to the through-the-fence access rights.

Sure, maybe the best way to – I mean development through-the-fence is not unlike any other development aspect where we have invested entitled rights. And just like any – whether its residential, commercial development, it requires planning, design, engineering and permit approvals that's the process we're in currently. So that's the entitled right we have to go through the fence requires panning, design, engineering and permit approvals to go through that fence but what it unlocks is not only the 600 acres but approximately another 2,900 acres of continuous land within the West Bay Sector Plan zoning and even in the current detailed specific area of plan that potential for up to 37 million square feet of industrial in office. And I think when you look at that you compare the Greenfield opportunity in the arterial roads that service this area and the airport itself in the future expansion of runway capability at the airport and gate capability at the airport. It really is unique dynamic but the right cause exist, it is vested and simply not unlike anything else that we're doing we have to go through that planning, design, engineering process in order to engage the actual development of taxiways, truck routes or truck access.

Okay. Just for clarification, are you experiencing or having any problems or delays with Bay County or the Authority or anyone else in terms of getting the vertical development permits for the VentureCrossings buildings? Is there anything to say that the completion of those buildings will be behind what you originally planned to deliver those projects in?

No, we simply are in the same process we typically are. We've started the horizontal development for the road and the infrastructure which needs to get in place before we can access the site to do the vertical during this concurrent period of time, we're finalizing our design and engineering for the office building specifically in the light industrial building. Once we have the roadway and the infrastructure in place then we can service the pad that is developed and accessible to start the vertical which we expect to happen early 2011 and that we'd be occupying our main headquarters building by this time next year and the light industrial certainly is a smaller scale building and less build out so we would be available sometime in the – probably late second quarter or early third quarter of 2011.

Okay. One more before I jump back in the queue. Just thinking about the residential projects you have ongoing and some of the things you're still in the process in, like RiverTown and maybe what you're starting in Breakfast Point in terms of primary use communities, just wondering, is there any estimate you can give us, either based on recent data points or other comparables just in terms of what you would think it costs to fully develop or even get those homesites ready to sell to homebuilders in places like RiverTown, whether Joe did it themselves or hired a third party to develop those homesites? What's a general idea of the cost to develop residential real estate in Northwest Florida?

Well, in Northwest Florida there's a number of factors as they go into that. First of all, how amenitized is the community going to be? What's the price and product as associated with those amenities and infrastructure cost. So we have between primary and resort, there is a fairly broad change in terms of the develop low cost which were primary, I think you could be comfortable in using somewhere in the $30 to $35 range per lot for primary and because the resort community is our much smaller highly- amenitized that number would actually be incrementally a higher but still we would enjoy as we historically have a very good margin on our residential lot development.

Okay, so $30,000 to $35,000 per developed lot and for primary use?

Yes, yes.

Okay, all right. Thanks, guys.

And we will take our next question from Sheila McGrath with KBW.

Good morning, I was wondering if you could address the cash burn outlook and the progress on ramping towards recurring revenue streams. I think the cash burn is really the major risk that investors hone in on. How much cushion or flexibility does that almost $200 million of liquidity provide, Joe?

Hi Sheila this is Bill, yeah as you mentioned at the end of the quarter we had a little over $196 million of cash on the balance sheet and of course our $125 million credit facility is undrawn at this time providing a great deal of liquidity to allow us to pursue our economic development goal. As far as the cash burn rate goes, if you look at our cash SGNA on a year-to-date basis and you exclude the one time charges related to the Deep Water Horizon incident and the litigation settlement that we recorded this quarter, you'll see we're down about 21% year-over-year, so we continue to focus on reducing the over all cash burn rate of the company and as you know we restructure ourselves, we streamlined ourselves and so with our strong balance sheet and our much less capital intensive business model, we think we are well positioned to take advantage of these opportunities in the future.

Okay. And could you remind us also the dollar per acre that your land is carried on your books at, and if this, in your opinion, would come into play when looking at the amount of impairments Joe has taken versus more traditional homebuilders?

Yes Sheila that's correct, we carry – we're right at $110 an acre carrying on the puts. And I'll let Bill speak to your second part of that question.

And that's the historical legacy land that Britt's referring to, so obviously that reduced carrying value as compared to our after market price gives us a significant advantage compared to some competitors. I think when talking about impairments and obviously the comments I made during the prepared remarks support - are accounting for the carrying value of our assets, but when you look at what we've done during the three year period 2007 through 2009 we have taken impairments, we've taken almost little over $196 million of impairments during the three year period of time as we've evaluated the carrying value each quarter as we do every quarter and made the determination that we needed to write down certain assets at that point in time.

Okay, one more question and then I'll get back in line. But can you tell us what your plans are for your landholdings next to the commercial acreage you sold to Wal-Mart, how much your holdings are, and if you plan to bring in a joint venture partner or sell the remaining acreage there?

One of the things Wal-Mart corporate typically buys their land, otherwise we would have approached it from a ground-lease stand point, but certainly Topsail is in a great location, there is a lot of completed development, so in effect it's as mostly infill retail opportunity and multi super family development opportunity. So, Sheila, I think our -- not I think, I know our strategy going forward is about where we can go ground lease and build-to-suit opportunities at Topsail on the retail component, we're going to do it, we think there is a – this is another well located opportunity, not unlike what we have outside the airport or over near Pier Park in Panama City Beach. And the more we can do in that mix – then we will. We're not leaving it for whatever reason we believe there is a real draw like Wal-Mart where we need to retail our property. We'll do it at marketplace. The 610 multi-family units we either be through a joint venture or outright sale of the land but certainly we're going to investigate recurring income stream opportunities first as our strategy, with backup retailing the land and market value as a secondary.

Okay. Thank you.

And we will go next to Jim Wilson with JPM Securities.

All right. Thanks, good morning gentlemen. I was wondering, in the airport vicinity, any of the basic services for Southwest, whether it's near the basic catering, etcetera, what has come in so far and what is on the horizon? I would think that would be some of the, obviously, the most near-term general and industrial space needs.

Well, I think the near-term as a lot of our conversations are focused around the economic cluster group that's already here, which is aviation, aerospace and defense contractors. There's many that may not know this but there's 1,900 defense contractors service in the seven military bases in our region and that's our focus and attention because a number of them have expressed interest and consolidation or actually expansion they need to be here, it's not that they could be somewhere else in the country; they need to be here to be able to continue the contract with the Department of Defense on a number of research development, maintenance or repair type facilities and needs. So the immediate service is our focus there. There are a number of other logistical distribution sites, our stations that we're having but right now we have a fairly robust field of opportunity, given the local companies that are in place.

And then I guess the other one is just, any other airline discussions out there that might be coming to the airport, well, Delta or any others?

Well, Delta expanded to 11 flights. Southwest has eight, so there's a total of 19 flights. Southwest's announcement of their acquisition of AirTran, we see as a great positive. Their aircraft, they have a number of 717 to a smaller aircraft they can even bring in additional flights from existing connection points or even expansion to a smaller community connections but suffice to say we think Southwest announcement on AirTran was a big benefit to the new airport and the region as a whole. So I think we're excited by that but I'm not aware of any other current conversations with other airlines at the airport.

Okay. All right, thanks.

Thank you, Jim.

And we will go next to Michael Gaiden with Morningstar.

Good morning, gentlemen. I was wondering if you could please discuss any key learnings from the CVS and Express Lane lease deals, and if and how these contracts inform your broader plan for leasing amongst your landholdings.

Well, I think if anything, it tells us there is a market out there when you can service it is the right product in the right location. And for CVS, it was important that they want to be in the downtown Port St. Joe. They've been there, they want to expand the size of their store and we have the right location for that to happen. With regard to the convenient store and gas station, certainly provided them with the most appropriate site location to not only command but current traffic that use Highway 79 which if you look at the map as a major North-South arterial from the beach north to I-10 which has been predominant amount of this in four lane, so that corner plot 388 is the access – the main arterial access in the new airport. So putting them -- putting a product out there to put a convenience store at that location that only currently captures the traffic for tourism, but it captures the traffic as it grows at the airport, so a real benefit. And I think the real earning is that when we have the right product at the right location that we can command conversations with the regard to build-to-suit and ground leasing opportunity.

Understood. Thanks, Britt. Can I also ask, related to VentureCrossings, can you please discuss more specifically the planned timing for the opening of the paid parking facility adjacent to the airport, as well as the flex space there, and related to the flex space, what type of customers you might initially target?

We – the covered parking facility is something we've looked at and reacted to as a result of the over park conditions that are currently at the airport authority, they're adding more surface parking, but we felt that given the long term parking aspect of what's happen in the airport, a great opportunity as people are driving from greater distances, we used a low cost carrier base that's at the new airport. So that and parking facility we're expected to have opened by late first quarter – early second quarter for spring break, that'd be 300 in covered parking spaces and we're excited about the income stream that will come from that facility and the ability to expand it if necessary with contiguous lands. With respect to the light industrial, there is a number if users we're talked to who are looking for short term near small incubator office industrial space as they think about there expansion needs in the region, then again I mentioned earlier aviation airspace and defense contractors, who want to expand, test the site or know that there is a bigger facility coming. So we see a number of users going in there who will have an immediate need and then if successful in that pre leasing – we have second building ready to go of – with similar design and size that we could put in the ground, if we find out lease up is going as quickly as we expect. So we thing big benefit to service the area, in fact we're the only once out there who can develop that type of product near the airport and would see a number of current interest patterns in the right direction.

Thanks for that color, Britt. And when might that flex space come online, next year?

I'm sorry, that should be by July. Parking by April, light flex space by July and our headquarters building by November of 2011, all coming in 2011.

Great, Britt. Thanks very much for that color. Can I lastly ask, before I bow out, we spent a lot of time on the call talking about the commercial side of the business. Could you briefly address qualitatively the health and outlook on the residential side? Certainly accepting the macro headwinds as well as the regional issues associated with the Gulf oil spill, could you maybe talk about how you see that segment recovering in the next several quarters? Thank you.

Yeah, And, listen, the oil spill created uncertainty in the marketplace, and more at the resort area, in the resort side of it. I think that kind of continue to be slow, but its starting to show good signs of starting to move a little bit off of what everybody has considered to be the bottom that we are bouncing around, but it – don't mistake me here, its going to be a slow. On primary, we're seeing interesting little ticks in the market in the submarkets, like Panama City Beach where there is a limited amount of available new product in the marketplace where primary, residential and so that's why we have started the process by which we will start construction this one there with delivery of homes in the third quarter of 2011. Macro, the region itself I think residentially both primary and resorts can continue to be a slow-paced growth. I think it's not unlike – there's parts of Florida South of I-4 that will probably be taking longer period of time to ramp up and North I-4 in the State of Florida will be a bit shorter time but less assured, it's going to be a slow-paced. It's why this company is not totally dependent on residential but have the ability not only in the commercial aspects to drive new jobs, those new jobs will drive a need for increased housing which is a great benefit to us. And we think that we are primed for that because there's not a lot of standing inventory currently in place in the market that we served.

Great. Thanks, Britt.

Thanks Michael.

(Operators Instruction). We'll go next to a follow-up from Buck Horne with Raymond James.

Thanks guys. I appreciate taking all this time. I was wondering if you could help us understand maybe the pricing structure you guys are using for some of your residential land sales or how you're working with homebuilders or offering them certain types of incentives to help preserve their capital in this tough time. What are you doing to help kind of motivate and keep homebuilders coming to you and continue construction as you think about a Breakfast Point, for example?

Well, may be not even specifically Breakfast Point but the strategy as a whole.

Sure.

One other ways to help builders is to provide them a low entry point into the acquisition of the develop work from us. After then, to go vertical on home building will be ideal that will give what is typically done and historically been done in a number of areas in the country. It's a true-up. Back in participation in the sale of that home whether it's a determined percentage and typically in the marketplace that runs 15% to 20% of the back in value of a home, in which case that will give a true-up against what they originally paid for the like. And those respects will get us to our targeted initial lot price that we have in our models where the idea that as the market grows, our price and our lots grow and it's our protection against any click movement in the marketplace as we release lots to the builders. And whether we are doing at Breakfast Point or other communities, we typically have found great success in that program because it limits the amount of capital the builder needs to output initially with the idea that he knows at the point of sale and as part of the closing cost, we'll get reimbursed through the balance of the lot. So it's a good program, it works well and it's a great initiator, especially in these slow times.

Yeah. Buck, I think that's an important point with initiator points as activity is generated in our residential community, that it's been our experiences that will be the more activity in health accelerated price appreciation overtime. So we focused on a small number of lots with builders to generate that activity to get the vertical construction started so that we can generate long-term price appreciation in these communities.

Great. Also, just one last one. If I look at some recent maps, that I think St. Joe still owns quite a bit of waterfront real estate, either directly on the Gulf or the waterways or other places. But I realize not a lot or maybe not all of it has necessarily entitlement. So I was just wondering if you could refresh our memory maybe on some of the waterfront real estate that may not currently have residential entitlements today?

Sure and there is a good portion of it left, I mean – I think those people know about WaterColor or WaterSound Beach and the waterfront, and WindMark Beach, and even RiverTown, with St. John River water frontage, but in addition we still have 90 miles of bay and estuary water frontage on our property and in addition to that there is little over 75 miles of intercoastal water way frontage. We still have five and a half mile of white sand beaches left to develop and 30 miles of Gulf beach frontage that maybe doesn't have white sand beach but its still Gulf frontage and then in addition to that's just as importantly not just residential but both residential and commercial, its 10's of 1000's of acres with miles of road frontage and major arterial road fronts. And I think those are - it's the scale of what we have and the contagious holding of what exists for us and even within the 400,000 acres, within 50 miles of the cost, its important if you look at Florida historically, in the past 100 years, 80% plus of the population in the state of Florida lives within 15 miles of the cost and we happen to have a good probably in fact the only land owner that has that much contiguous land near the coast. Well certainly in the state of Florida but even in the Gulf of Mexico along the eastern seaboard, but we believe in Florida, like we're committed to delivering long term share holder value and we think we are well positioned with our land either – whether its entitled currently or it'll be entitled in the future.

Yeah Buck, this is Bill, I also think its interesting when you look at the St. Joe land holdings it's difficult to see the inherent value of those land holdings jump off a spread sheet for instance because that's not the way we value the company. Our values in those land holdings, in those water front properties, in the residential communities that we're developing in the infrastructure that we're already invested so there is a lot there that really almost needs to be seen to, solely appreciate and clearly doesn't jump off a speared sheet.

Thanks, Bill. I'm sorry, just one last one is, can you spend a minute on the litigation reserve for Victoria Park this quarter and just what that relates to, and what does that reserve represent exactly?

Sure, it extends from a 1997 contract dispute related to the purchase of land for our former Victoria Park community and the sellers of the land asserted that they were owed more money for the land pursuant to the purchase price mechanics in the contract and the case of that has been pending for years and finally went to trial in September. The judge ruled in favor of the plaintiff, an $8.8 million verdict. We are appealing that verdict and we expert that appeal to be heard within the next several months and we've appealed to the Florida court of appeal, so it essentially a contract dispute related to land that were not developed by St. Joe inside the community.

Perfect. Thanks, gentlemen.

And we will take a follow up question from Sheila McGrath with KBW.

You've mentioned the ground lease that you have at the airport at $30 a square foot. I'm just wondering if you think that's a good barometer for us to use for expectation on ground-leasing around the airport, or is there another metric or rule of thumb we should consider for comparables?

Well first its $0.30 not $30.

Oh, no, I said -- I thought I said $0.30 a foot, right?

Actually $30 but – its $0.30 a square foot. I think where we saw based on cost at other international airports and as an acceptable market price for the acreage that we were leasing from them. In terms of the metrics for our property, I think we're going to see a range depending on location size of the track, the land size of the building that will go on that parcel. So I would be careful not to use it as a specific perimeter but one that we will look at depending on whether registering ground lease or joint ventures or build-to-suit and so I'm not giving you the exact answer you want. I think it's a good perimeter for the land that's next to a taxiway and the runway. I think when it comes to we're going to look at the economics of each deal that we do and put the most aggressive market price we can on our land.

Okay. Well, on the ground lease for the convenience store, can you give us an idea of -- are there increases, annual increases, how that's kind of structured?

Yeah, Sheila, this is Bill. It's a 15-year initial term with the rent fixed for the first 10 years with an escalator after that 10-year period of time there are five, five-year on newer options that you show a 10% increase over the previous and as we valued that land that we put into the ground lease when you look at it from the overall valuation perspective. We were very comfortable with the per-acre price that is equated to.

So you take the per-acre price, and around what kind of yields are you looking at versus – your estimate of the per-acre price versus the rent?

We used a valuation here that would relate back to essentially a plus or minus $300,000 per acre price of the lands.

Okay. And can you reminder us of the capital that you are investing in both the CVS and the parking lot?

Yeah. the CVS build-to-suit is on land that we owned in Port St. Joe. So the total investment in the vertical construction there will be something over $2 million although we valued that land at about $850,000 on that slightly over two acre-size. So what we see there in terms of yield for us on the hard cost that we will invest going forward is in excess of 12%. Obviously, that excludes the land value.

Okay. And then you did announce in the quarter a new hire on economic development side. I was wondering if you could discuss the new hire and any noteworthy progress on conversations with clients at VentureCrossings.

Sure. We did hired Neal Wade, who had previously worked at St. Joe. And then he laughed and went to the State of Alabama where he was the Head of Economic Development, still our track record considered one of the best in the country when it came to economic development. Neal is now with us. He started officially this week and we're pleased by the contacts that he brings with us and the ability to accelerate conversations we're having with a number of different users for VentureCrossings, and even offsite opportunities outside our VentureCrossings that we may pursue in the commerce Parks.

Okay. Last question. I know the mantra is really to preserve cash. But given the stock has slid down quite a lot recently, well below many opinions of the real estate value, how would you view a share buyback at the current levels?

Well Sheila if you know we still have a share buy back authorization in place from the board of directors, we have not during the third quarter, consummated any buybacks. And that would be something that we might consider in the future, but I think that as we will get some of the other opportunities we will have to invest capital, we will have to weigh a share by back versus those opportunities to invest capital profitably for the company.

Okay. Thank you.

And that concluded the question and answer session for today, at this time I would like to turn the conference back over to Mr. Britt Greene for any closing remarks.

Thank you. We are confident at St. Joe's well position to succeed and our prospects remain strong and our properties and our company to be attractive investments. St. Joe is focused on creating the long-term value and we believe that we have a very bright future ahead and appreciate your time and consideration this morning. Thank you.

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