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The St. Joe Company (NYSE:JOE)

Annual Shareholder Meeting

May 17, 2012 11:00 a.m. ET

Executives

Bruce Berkowitz - Chairman

Ken Borick - SVP, Counsel and Corporate Secretary

Park Brady - CEO

Governor Charles Crist - Director

Howard Frank - Director

Jeff Keil - Director

Stan Martin - Director

Thomas Murphy – Director

Patrick Bienvenue - EVP

Tom Hoyer - CFO

Steve Hilliard - SVP, Operations

Rhea Goff - VP, Human Resources

Dave Harrelson - SVP, Timberland

Jorge Gonzalez - VP, Entitlements

Cliff Cohen - VP, Residential & Rural Land Sales

Analysts

Bob Horn – Raymond James

Steve Springer - Target Capital

Bruce Berkowitz

Good morning ladies and gentlemen. I am Bruce Berkowitz, Chairman of the Board of The St. Joe Company. It’s my pleasure to welcome all of you. In accordance with the notice of meeting, I call to order the 2012 annual meeting of shareholders. Each of you should have registered as you entered the meeting. If anyone hasn’t registered, please do so at this time.

We will conduct this meeting in accordance with the agenda you were given as you entered the meeting room this morning. Please note that after the formal meeting is adjourned, there will be an opportunity at the end of the meeting for shareholder questions and discussions. On the reverse side of the agenda there is a list of the rules of conduct for this meeting. To ensure orderly meeting, we require that all participants abide these rules.

Present today are representatives of KPMG, the company’s independent registered public accounting firm who will be available to answer any appropriate questions during the Q&A portion of the meeting. Ken Borick will act as the secretary of the meeting. We are being assisted today in the calculation of proxies and ballots by Michael Barbera (ph) from Broadridge Financial Solutions. At this time, I appoint Michael Barbera as inspector of the election.

The notice of the meeting has been mailed – the notice of this meeting has been mailed to each shareholder of record as of March 15, 2012. The inspector of election has informed me that 85,023,733 shares of company’s voting stock are present in person or by proxy, constituting a quorum for today’s meeting. A list of shareholders on March 15, 2012, the record date may be inspected by any shareholder who is present. The final report of the inspector of elections will include the vote, if any, if shareholders present and voting in person.

The inspector of election has provided an affidavit of mailing to show that notice of the meeting was given on or about April 5, 2012. A copy of both the notice and the affidavit will be incorporated into the minutes of this meeting.

Next, I will describe each matter to be acted on at the meeting and then we will take the vote. Since no direct nominees, since the proposals for business were properly filed by shareholder in advance at this meeting, the business at this meeting is limited to the following three proposals. The first proposal before the shareholders is the election of the eight directors to serve until the next annual meeting. I am standing for re-election as a director today along with the following nominees. Sitting behind me, I’d ask each of the nominees to wave as his name is called. Cesar Alvarez is not with us. He had to be in court today. So he sends his regret. Park Brady, Governor Charles Crist, Howard Frank, Jeff Keil, Stan Martin, Thomas Murphy. We recommend the election of these nominees.

The second proposal is the ratification of the appointment of KPMG as our independent registered public accounting firm for the 2012 fiscal year. The Audit and Finance Committee has again retained the services of KPMG to audit the company’s financial statements for 2012 and the committee recommends that the shareholders ratify the appointment of KPMG. Mr. Frank, the chairman of the audit and finance committee will be available to answer any appropriate questions during the Q&A portion of the meeting.

The third proposal is the proposal of use of vote in an advisory, non-binding manner on the compensation paid to our named executives as disclosed in the proxy statements pursuant to item 402 of Regulation S-K. We recommend the approval of the compensation of our named executive officers.

We will now vote on the proposals. Those shareholders voting in person should now market their ballot. If you’ve previously voted by proxy, you do not need to vote again today unless you want to change your vote. If you would like a ballot, please raise your hand and one will be provided to you.

Okay. The inspector of election will wait to collect the outstanding ballots. And if anyone else has a filled ballot that you would like to give to the inspector of election, please do so now. Okay. Since everything wanting to vote, has voted, one person is about to vote. We will officially close the poll after one shareholder has voted. The poll is now officially closed and will the inspector of elections, please report the results after balloting.

Unidentified Participant

Sure. In the final tabulation there reflects small changes from what I have announced. The final tabulation will be set forth in the formal report of the inspector of election, the secretary of the company should we need after the accounting has been verified. I certify that with respect to proposal number one, each nominees for director has received the majority of the votes cast. The proposal two received the majority of the votes cast and proposal three received a majority of the votes cast.

Bruce Berkowitz

Thank you. I hereby declare that the director nominees have been duly elected, that the appointment of KPMG as a company’s independent registered public accounting firm has been ratified and that shareholders approved in a non-binding advisory vote the compensation of the named executive officers as disclosed in the proxy statement.

I would like to express my sincere appreciation for all of you attending at the meeting. And this is going to conclude the formal part of our annual meeting. This concludes the 2012 annual meeting and hopefully we will see each of you next year. The meeting is officially adjourned and we shall now move - questions and discussions.

So it comes to the part of the agenda providing for questions and our answers. Anyone wishing to address the meeting should rise and speak into a microphone as this meeting is being webcast. After I recognize you, please state your name and whether you are a shareholder or proxy holder and proceed with your question or comment. Please remember to conduct yourself with the rules of this meeting, including limiting your time for two questions or comments at no more than 2 minute each.

By opening up for questions, I will ask Park Brady, the company’s chief executive officer to provide a brief overview of the company operations.

Park Brady

Good morning. First of all, before I start, I wanted to introduce our senior management so that you can all get to know them a little better. They’ve worked hard over the last year to get us to where we are today. And I will speak to that in just a second.

Patrick Bienvenue is our Executive Vice President, came on with us in September of last year, Tom Hoyer who has been here all of eight weeks as our new CFO of the company, Ken Borick, our General Counsel, Steve Hilliard who has been in charge of all of our operations, Rhea Goff who is our VP of HR and a person who has been with us since 1976 in the company, we call him David Pedia because he knows everything about what’s going on – and he is the person we reach to when we are looking for history of the company. So Dave Harrelson who runs our timber operations. Jorge Gonzalez who has been doing entitlements. He’s been working with the government relations for years with the company, has recently taken on the responsibility for the direction of our core facilities for St. Joe which I will speak to in a second. And Cliff Cohen who is our in-charge of our sales operations. Thank you.

I want to speak just a little bit, I am going to do this quickly, just a few minutes we will get into the Q&A. When we do get into the question and answer, Dennis has got a microphone here, since this is being webcast, we will need for everyone to raise their hand and then take the microphone to speak. Identify yourself and then speak. So if you will follow these directions, the people listening out there on the webcast will be able to understand and hear it.

A year ago, a little over a year ago, March of 21st I started with the company is when we basically had a management change. We were directed by the board to, as Bruce put it very eloquently, stopped the bleeding. This company has been burning cash consistently and to continue operations with selling off assets to make that happen. Where we over the last year have done a number of things. I am not going to bore you with all the details but we went and did what every business has been doing since the financial crisis started in 2008.

We cut staff, we renegotiated agreements with vendors. We went out and cut unneeded operations. We outsourced some of our operations to cut expenses. We did a number of things in this company that got us its life (ph) we were able to announce in January that we were going to be cash flow positive with the exclusion of non-discretionary spending in capital which meant to be – we’d be investing some of our capital in things that we felt made sense for the company. That was a big change.

And what that did for us is it gave us a whole new way that we could look at the company. It gave us time to sit back and say now we can assess our assets. We don’t have to worry about the fact that we’re depleting our capital and cash. We can move forward and take our time what this company needed and it really has given us a breather to allow ourselves to look at the company differently and to seek and study our assets and determine what we are going to do going forward.

We also looked at – we were asked by the board to say, let’s make sure that our plans that we have in place put us in a place where we are conserving our capital and we have time. And that was, Patrick came on-board in September, we very quickly started looking at the plans that were in place previously and we said, wait a minute. If we continue with the plans that we already have in place, we’re going to be spending lots of capital down the road to – and we will deplete the cash that we have and we will have to do what we have done in the past - to convert assets to make that happen.

We felt like this recovery was going to be longer than previously felt. We felt like the recovery – steepness of that recovery, those of us who have been in Florida, I have been here since 1953, is that we’ve been through a number of recessionary cycles, we felt like it wasn’t going to be as steep as that. So that led us to be rethinking our plans for different projects for some of our assets. And what we did was we revised our real estate strategy based on a new way of looking at it. And we impaired – did the impairment back in January that ended up in the third quarter of the year.

Still have the same assets, same wonderful things that you see in the map of 574,000 acres that’s sitting up there north. And that was a big thing for us to do. But it put us in a position where we have now revised the strategy going forward.

What are we doing as a company? The company in the past has been looking at projects like the one you are sitting in today, WaterColor, we are placemarker. We are going to build this place. And that works in a very, very high energy economy where lots of things were going on, in that, and we are going to primarily focus on the high end secondary home in the reserve market. And that was the core business. Well, the core business dropped off, it stopped. We’ve all seen what happened to us. And in this whole process over the last year, we said, we’re not just doing the core business as our development. In fact, that sort of stopped and stopped everywhere.

We are in a number of businesses and we are in the real estate sales business, we’re in the commercial sales business. We are in the commercial development of residential, we are in timber operations, we are in the resort and lodging. And so we have taken the approach that we now manage these assets and manage them as individual businesses that are not a minute piece of a core business. And so what we have been able to do is take all of those operations with the exception of residential sales and we now have those individual businesses contributing to the positive revenue of the company.

And that’s what we are going to do going forward. We have taken and we are looking at other ways to look at our assets. One of the things that we are looking at right now is taking and saying, we have never been really in the primary home business. In a primary home business which is a market that’s out there selling right now, if primary home is value business, it’s a market that’s happening. We recognized that and we said that is something that we are going to look into going forward because we’ve got all the records siting up there on that map, is that we have the real opportunity going forward with the primary home business of making it happen for Joe.

The other thing that we have been looking at because all the demographics show, that we’ve studied so far is adult living. We are sitting here with large acreage and the ability to plan and build a large adult living community where you have beach access, we have things that lot of others don’t have out there. And we feel like that’s a place where 50 million people who are going to be retiring over the next 10 years and a lot of them want to come to Florida that we have a real opportunity going forward for that market.

We will continue to, where we are successful, there is a lot of activity and it’s now coming back up which has really happened in recent months is, if you’ve driven to WaterColor, you’ve driven to WaterSound West Beach, you’ve driven to some of the other communities out there, there is lots of activity and things happening. So we’re going to continue to nurture that and move with that. But in addition, we are going to move into the new areas that we have not explored before.

The last thing I want to just – or last two things I want to speak to is, we still feel our airports and airport properties with 70,000 acres, 30,000 units entitled is a jewel and it will be a jewel. The question is how soon will that happen for Joe? In everything that we are doing, we are taking a conservative approach and say it’s going to be a little longer than what we thought before. We did last year execute a lease with ITP. If you’re going out to the airport, you can take a look, there is 105,000 square foot building sitting there today that’s going to be finished in September and October. ITP will move into it, it will -- we own the building and they are paying a nice lease and we have a nice rate of return on that lease. And we will continue to do is explore those options.

We have numerous people, we’ve talked to about going to the airport, being a VentureCrossings that’s out there but people are reticent because of this economy to pull a trigger. All of us who have watched any new airport in the United States that’s open, one that I am familiar with for years is (indiscernible) international airport. It’s incredible what happens over the years. We know it’s going to happen. Southwest who has been adding flights, that added a flight to St Louis there. They are very happy with what’s happening at the airport. It’s been good for them. Northwest Florida has a lot of exciting things happening. And we’ve put ourselves in the place where we can benefit from that.

Joe has 574,000 acres, 80% of it was in 50 miles in the coast of Northwest Florida and you all know this what duty sits here, is that we feel like we are in a great place. We’ve got cash, we don’t have any significant debt that’s sitting out there. And we’ve got all these valuable assets.

The last piece that I want to speak is, Port of St. Joe. A year ago, Port of St. Joe was planned to be residential community. It’s been rezoned, planned unit development there that was going to have it see that. And we started looking at it saying to ourselves, wait a minute. If one of the 15 permitted course in the state of Florida, federally permitted, if it has access to the intracoastal, it’s a deepwater port. The ports that went out in Florida and looked in the adjacent areas where it basically maxed out. Many people don’t realize that the port of Panama City, 25% of the copper that comes in the U.S. comes into port of Panama City, 25 miles from us.

With the closest port to the Panama Canal, closer to Miami, but you’ve got to go around till you get to Miami. We’re closer to it than anyone across the Gulf Coast. And unlike any other ports that’s out there today in the U.S. we have lots of acreage next to our port. We’ve got 4000 plus acreage that we can provide storage facilities, all the other things that ancillary things that go on with the port. And anyone who look at the ports knows that they are huge economy generators for the local community. And they are also huge generator of jobs.

So we are excited about that repositioning. Just eight weeks ago, we went through the rezoning of the port facility from residential, it’s now back to industrial. And we announced that we are working with the port authority there where we were a little bit at odds before because we wanted to be residential and they want a port facility. And we are now back on to saying, hey, is this – we feel like that’s an asset that can really generate a lot for us and create value for not only the community that a port of St. Joe and the surrounding counties but for other properties that we won in the county.

I want to just close by saying, it’s been a quick year. It seems like we just had the beginning a few months ago last year, we’ve done a lot in last year. We’ve got a great team in place. We are ready to take advantage of what comes our way. If the economy turns, and the winds at our back there, that would be great. We are planning for that not happening. But we are also able to react to it if it does happen.

We will open it up now for questions and answers. Again, Dennis has got the microphone and just raise your hand and identify yourself and then – No questions.

Question-and-Answer Session

Unidentified Analyst

Good morning. I am Julian Nevast, and I am an analyst out of New York. My question today is there has been a lot of news on the BP oil settlement. And I was just wondering if there is any update you could give shareholders on the status of that.

Park Brady

We said in our announcement so far, that we had applied under the Gulf Coast Claims Facility for a payment and that we received our first payment out of that. The process has changed now with Judge Barbier taking over the GCCF process, and we still plan on continuing with that approach. Some of our businesses apply to that approach and we are still little unclear as to what exact process is. We expect more payments coming through the process of what typically was with GCCF. And then we also joined the multi-district litigation. Our approach prior to that was to standout on our own, and we felt that was – we needed to change that.

And we now have a lot of people working on the same program as that. It’s unclear what’s – you heard a $7.8 billion number that was out there, that’s the announcement no-cap. It’s unclear how much that’s going to apply to us and how much is not. So I can’t really give you a definitive update on that other than we are doing everything we can to recover what we can for the company.

Bob Horn – Raymond James

It’s Bob Horn, I am an analyst with Raymond James, in Tampa, Florida. Just going back to the Port of St. Joe, if you could just maybe elaborate on your plans on exactly how you want to – what industries you want to target in terms of the tracking road to the Gulf country region. And if you really want to go after container ships and the Panama Canal expansion, would we have to do any additional digging work, how much capital would need to spent at the port St. Joe facility to enable you to take advantage of the canal expansion?

Park Brady

I don’t have the answers to that but what I can tell you is the Panama’s large ships will probably never be in port St. Joe, that would be like building a church for Easter. But we do know that there is a lot of – our port is deep as the port of Panama city. If you go in Google, Port Fourchon over in Louisiana, Fourchon, take a look at what’s there, we’re deeper than that. They have – they’ve got their economics analysis sitting on the website, pretty exciting when you look at that. The port authority had a lot of lease before that, we’re not able to service because we have the Gulf front deepwater, the port authority of Port St. Joe has a 12 foot deep canal front deepwater. And so we are still in a very nascent beginning of best planning and process. We are not the port experts, we need to figure that out.

Any other questions?

Unidentified Participant

My name is Jim Weilhammer. I am a stockholder. I have been encouraged by the actions that you’ve taken (indiscernible). Three years ago that was like a ghost town, there were no restaurants, there was no activity. I think in the last year, I would like to compliment you on, what you have done is this supply for the real estate is (ph) consistently generating some activity, so I appreciate what you have done.

Park Brady

Thank you so much. That’s an example of continuing on where we have existing projects that we are – where we see opportunities we’re going to take advantage of it. Thank you. Anything else?

Unidentified Participant

John Hopkin, pleased being here. I am very sorry that I would like getting here. But I wanted to ask you about the port – I wondered how that would all be paid for and, I would have – might expect the bottom line –

Park Brady

Let me just speak to that. We are a company that has a land bank, 574,000 acres. Our intention going forward is not doing what we have done in the past. By putting out a lot of capital and money in the hopes that something will come. What we are going to do is the reverse. We are going to study it, look at it and see what the opportunities, and if there is money spent, it’s knowing monies are going to come back again. So we will not put ourselves in that position. We do know that because of the importance of ports in not only state but in the country, there is funds out there to assist things like this, so we intend to explore those as well. Does that answer your question sir?

Unidentified Participant

Yes, very much.

Steve Springer - Target Capital

My name is Steve Springer with Target Capital. Could you give us an update about the plans for the airlines at the airport to expand into – there are rumors around that U.S. Air was going to expand into, for example, New York city. What are we doing from New York, you need business down here. We were early investors in the St. Joe and came down here with conferences and got to know the area, (indiscernible). But if we still go back to New York frequently, it’s very cumbersome. And I just wonder what – is there any discussions with them about or what insight can you give us about their plans to New York with some of the other large northern city –

Park Brady

We are like you. We don’t run the airport and so we hear the same rumors. We like hearing those, and maybe the possibility of happening. But we are not privy to what negotiations are going on. It seems logical that New York dimension would be very good, it happened here. Southwest came in a risk, remember we put a guarantee to get Southwest here. No one is asking for guarantees any more. They realize this is a viable ongoing airport. And so our hope is that yeah, people like you, U.S. Air, JetBlue, I have heard – I don’t want to start rumors. It’s that I hear the same thing that everyone else here who lives in the community. There’s going to be more activity and more flights. We can see that. Southwest, (indiscernible) and St. Louis connection which we didn’t have before. We hope that there is a lot more. We hope that there is more connections to Atlanta competing with Delta. It’s pretty expensive if you go from Delta – Atlanta back and forth right now because there is no one to compete in that market.

Steve Springer - Target Capital

And one other question, you recently made a transaction where you sold, I don’t remember the exact numbers, it’s something like 16.7 acres for $6 million, or just something like $373,000 per acre. There is a transaction with Whataburger and Walmart, I wondered if you could give us an overview of how you see the area between Panama city and Destiny development. When you see big corporations like Walmart expanding as they have, they’ve just opened another one under a year or year and a half to go up on 98. They clearly have a vision of – this is an attractive area to build these stores. Could you give us an overview of how you see this commercial development moving forward in the Destiny, Panama City corridor?

Park Brady

That’s one of the areas that is the commercial stop. That’s one our commerce and business parts stopped when the financial crisis hit. The one over in 98 that you are talking about is on our property. We sold that to them, and we got a big piece of acreage that are next to it. We are starting to see a little activity, people like Walmart are recognizing that this is an area that’s going to continue to grow. I can’t speak to what that means for us. I can say that it looks like there is some light that may be at the end of the tunnel, that was happened in the past few years. That was a good price breaker for us, and we hope that continues and more of it happens, we’ve got blocks of properties in that same area that are sitting there. So I can’t predict it for you. You and I are on the same page there.

Unidentified Participant

My name is Lee Bowyer. My question to you is when you are deciding on how to sell a piece of property, market a piece of property on what price, what is the methodology you use to evaluate the value of that property? And I am not talking about what the accountants do. For bookkeeping purposes, I am asking you, how do you make a business decision, at what price to sell a piece of property, what’s the methodology you use?

Park Brady

So the first thing is we feel like this is a market that, if you can hold and remember I said, we have time before, this is not the time to sell assets at any discounted prices. So if you look in our revenues from last year real estate sales, and years before, last year when I came in and said, let’s stop selling the land and selling things off in this market, let’s go back and wait on prices to come back because we have the time to do that and we know it will.

As far as making a decision to sell an individual property, it’s exactly what you and I would do as an individual owner of the property. We go out, Cliff is very involved in it, Patrick is very involved in that. We look at what the market is, we look at what the comps that are out there, we look at – there is an old saying, if you wouldn’t buy for it, then sell it. In some places, in this market we don’t want to completely go there because this is a depressed market. But we are trying to maximize the value of our real estate. It did make sense and we feel like that’s the best price that we are going to get. It’s a business decision, it’s an accounting decision.

Unidentified Participant

Okay. Let me do our methodology out, having been in the real estate development business before you were born, and representing people like Trammell Crow and the private sector and the real estate business, most of the time the methodology, a knowledgeable real estate person will use is first, to figure out what is the property going to be worth when a developer would come in and use the property. Then the next step in that process is to determine how long before that is likely to happen. And then the next one is what kind of internal rate of return do you want to use and all others are variables but the difference is in the Atlanta for instance, you have 200 acres next to Lenox Square, you wouldn’t sell it as timberland based on what some price to sell, you could sell it for today. You would do a present value analysis and if I have to develop properties worth of million dollars. You might argue with five years, seven years, you might argue the internal rate of return should be 20% to 25%. And then you come back and you say the property is worth $642,000 an acre, if somebody wants to buy it today, you don’t value what you can sell it for today. That’s question one.

Question two was, last year there were some announcements that cash recourses of the company were going to be used to buy back stock which in the opinion of many shareholders made no sense because if a private investor owns the amount of land, they would use that cash, not big in effect by new land, which would be (indiscernible) use that to protect the ability to hold the other land so they could realize the present value in a discounted basis of that land. So is that the methodology that you are talking about?

Park Brady

We use all of what you are talking about, plus an understanding of the market. Tom gets involved in every discussion of whether or not we – how we value a property, how we look at it going forward, we will use if discounted, undiscounted cash flow, we just make the best decision. So we don’t ignore that approach and I appreciate what you said there.

On the second piece of your – I don’t know where you heard buyback of stock, there have such discussions always been out there with especially when our stock goes low. But there is no plan today.

Unidentified Participant

(inaudible) board of directors.

Park Brady

Tom’s become a very busy person. When Tom was here locally, when he was on the board with Gulf South – with the Gulf Power. And Tom’s become the CEO of a very large company and his time constraints were such that he needed to – he couldn’t spend the time being on the board any more. That’s our understanding.

He is a fine gentleman. We recognize his service, both he and Delores can view and we appreciate their time on the board. But Tom was after the time constraint.

Unidentified Participant

Pick up the quick ones, previous management, about a little over year ago they executed a fairly large timber deeds, timber acreage and selling the woods on something and trying to retain the land rights. So I was wondering what does new management think of that strategy? Would you guys pursue similar strategies for timber deeds transactions to generate additional revenues, as an attractive usage of your time, or would you rather use it elsewhere or –? And then secondly, kind of separately, from an investor relations perspective, do you have a plan on instituting quarterly conference calls again and if not, what’s your thoughts right now?

Park Brady

On the timber deeds, the timber deed was already in place and done when I arrived. And the company was in a different place. We have, as I said before, we’ve got time now. So we don’t need to generate that kind of revenue for the same reason, is this – timber deeds also cut into your operations and there is a point where you lose efficiency in operating timber. And Dave’s got 20 plus people in the timber operations and we need to have a real operation at certain level. More timber deeds was, as I see it, if we had some great need for the cash or some better much place to put it, it would be just a financial decision as to what we do. But no timber deeds are anticipated or even in discussion.

On the earnings call, we stopped doing a year ago. We are having discussions right now on the board of how we are going to deal with outside relations and we will share that with you in the near future.

Unidentified Participant

Hi, my name is Jim O'Neill. I am a shareholder, homeowner at WaterSound Beach, also a property owner at northern part of WaterSound. I was just curious what the company’s plans are for WaterSound? It seem to be a bit locking in terms of activity compared to the beach area. I am just curious what the past thing with WaterSound was.

Park Brady

WaterSound North, when I said before that there is a lot of activity happening there, it seems to be all south of 98 in this area. It’s where it all started in the beginning of the area that people came in. So it’s not – it hasn’t been happening if you look at the public records on WaterSound North. So we are reassessing – we are looking at that asset to say what do we do at this. Do we continue on this – there have been some sales, there have been home sales there, but it’s not a whole lot of activity. And I can’t tell you anything other than we are looking to see what we think is the highest best use of WaterSound.

It sounds like that’s it. Thank you very much for coming. We appreciate it. We will see you all next year. Anybody want to say anything? Thank you.

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