8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 18, 2010

Great Lakes Dredge & Dock Corporation

(Exact name of Registrant as specified in its charter)

Delaware	001-33225	20-5336063
(State or other jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

2122 York Road

Oak Brook, Illinois 60523

(Address of Principal Executive Offices)

(630) 574-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 — Regulation FD Disclosure.

On March 24, 2010, Great Lakes Dredge & Dock Corporation (the “Company”) will be participating at the BB&T Commercial and Industrial Conference in New York City. Douglas B Mackie, President and Chief Executive Officer and Deborah A. Wensel, Senior Vice President and Chief Financial Officer, are scheduled to speak to investors. The materials to be utilized are attached as Exhibit 99.1 to this report.

The information in this report (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.

Item 9.01 — Financial Statements and Exhibits

(d) Exhibits

The following exhibit is furnished herewith:

99.1 Presentation Materials.

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	GREAT LAKES DREDGE & DOCK CORPORATION
	/S/    DEBORAH A. WENSEL
Date: March 18, 2010	Deborah A. Wensel
	Senior Vice President and Chief Financial Officer

3

EXHIBIT INDEX

Number	Exhibit
99.1	Presentation Materials.

EX-99.1

March 2010

Investor Meetings

Exhibit 99.1

2

Safe Harbor

This

presentation

includes

“forward-looking”

statements

within

the

meaning

of

Section

27A

of

the

Securities

Act

of

1933,

Section 21E of the Securities Exchange Act of 1934, the Private Securities Litigation Reform Act of 1995 or in releases

made by the SEC, all as may be amended from time to time.  Such statements include declarations regarding the intent,

belief, or current expectation of the Company and its management.  The Company cautions that any such forward-looking

statements

are

not

guarantees

of

future

performance,

and

involve

a

number

of

risks,

assumptions

and

uncertainties

that

could cause actual results of the Company and its subsidiaries, or industry results, to differ materially from those

expressed or implied by any forward-looking statements contained herein, including, but not limited to, as a result of the

factors, risks and uncertainties described in other securities filings of the Company made with the SEC, such as the

Company’s most recent Report on Form 10-K.  You should not place undue reliance upon these forward-looking

statements.  Forward-looking statements provided herein are made only as of the date hereof or as a specified date herein

and the Company does not have or undertake any obligation to update or revise them, unless required by law.

Key Investment Highlights

Douglas Mackie

President & CEO

4

Great Lakes Dredge & Dock

Largest provider of dredging, land reclamation and beach nourishment services in the U.S.

2009 REVENUE BY WORK TYPE

$622 million

2009 DOMESTIC BID MARKET SHARE

Bid Market: $1,137 million

Norfolk

7%

Other

9%

Great Lakes

47%

Weeks

29%

Manson

8%

Demolition

8%

Beach

10%

Capital

54%

Maintenance

28%

5

Great Lakes Dredge & Dock

Leader in Federally protected domestic market

Largest and most diverse U.S. dredging fleet

Only U.S. dredge operator with significant foreign presence

Technical expertise/capability to address increasingly stringent

environmental regulations and job complexity

Fleet capacity to compete for multiple projects across domestic

market sectors and internationally

6

Dredging Overview

Capital

–

deepening ports, land reclamation,

and excavation of underwater trenches

Beach Nourishment

–

creating and rebuilding

beaches

Maintenance

–

maintaining depth of shipping

channels

Types of Dredging

Army Corps of Engineers is largest user of

dredging services

Foreign governments

State and local governments

Private entities (e.g., oil companies, utilities)

Customers

Capital

Beach Nourishment

Maintenance

7

Large and Flexible Fleet in U.S. and Middle East Markets

Hopper

Hydraulic Cutterhead

Mechanical

11 Vessels (7 U.S., 4 Middle

East)

Has the only two large

electric cutterhead

dredges

available in the U.S. for

environmentally sensitive

regions requiring lower

emissions

10 Vessels (4 U.S., 6 Middle

East)

Highly mobile, able to

operate in rough waters

Little interference with other

ship traffic

5 Vessels (all U.S.)

Operates one of two

environmentally friendly

electric clamshell dredges in

the U.S.

Maneuverability in tight

areas such as docks and

terminals

25

material

transportation

barges

and

over

160

other

specialized

support

vessels

Estimated fleet replacement cost in excess of $1.5 billion in current market

Types of Dredges

8

Favorable Competitive Dynamics

U.S. domestic dredging market is protected from international competition

Foreign Dredge Act (1906) and Merchant Marine Act (1920) effectively prohibit foreign

dredges/foreign-owned dredging companies from operating in U.S.

No new material entrants to industry in recent years

New dredges are expensive/require long construction lead times

Strict job bonding/regulatory certification requirements

Dredging projects growing increasingly complex; heightens need for specialized equipment

Recognized leader in dredging safety

Industry and Company Overview

10

Growing Bid Market

BID MARKET BY WORKTYPE

($ in millions)

$727

$714

$603

$783

$1,137

0

100

200

300

400

500

600

700

800

900

1000

1100

$1200

2005

2006

2007

2008

2009

Capital

Maintenance

Beach

11

Attractive Catalysts in the Dredging Market

Maintenance Dredging

The Corps goal is to reach 95% U.S. port operating capacity by 2013

The 2009 domestic bid market, increased significantly to $1.1 billion from $783 million in 2008,

primarily as a result of needed maintenance projects

Coastal Restoration

Several coastal restoration projects bid in 2009; more expected in 2010 and beyond

Plan in place for coastal work in Mississippi and other coastal states

Panama Canal Expansion

Heightens the need to maintain and deepen U.S. East and Gulf Coast ports

Jacksonville & Delaware projects, among others, moving forward

Los Angeles Port Developments

Renewed activity to maintain competitiveness

12

Funding for catalysts

Federal Budget

Early release of President’s 2011 budget enhances likelihood of passage

Operating under an approved budget versus a continuing resolution enhances Corps efficiency

Harbor Maintenance Trust Fund (HMTF)

HMTF legislation introduced in Congress in March 2010, expected to be passed by summer 2010

Anticipated

to

provide

$250

-

$400

million

of

additional

annual

dredging

work

2009 Stimulus

Stimulus bolstered the 2009 bid market

Majority of stimulus work has been awarded; significant amount to be completed by industry in 2010

Mississippi Coastal Improvements Program (MCIP)

Signed in June 2009 by President Obama as part of the “Supplemental Appropriations Act of 2009”

Includes $400 million for barrier island/ecosystem restoration of storm-damaged shorelines

Corps in the planning stages and has indicated it will start bidding projects in the 2010 fourth quarter

13

Domestic Dredging Industry Demand Drivers

U.S. ports 5’

–

10’

shallower vs. foreign ports

Domestic port development required to support

larger, deeper draft ships

Water Resources Development Act (“WRDA”)

Long-term funding for wetland and coastal

marshes

Other port development

Capital

(In millions)

Three Year

Average

2009

Bid Market Size

$296

$310

GLDD Revenue

$162

$203

14

Domestic Dredging Industry Demand Drivers

Storm activity/natural erosion

Growing population in coastal communities

22 of the 25 most densely populated

U.S. counties are coastal

Importance of beach assets to local

tourism industry

Beaches along East and Gulf Coasts in

critical need of nourishment

Beach Nourishment

(In millions)

Three Year

Average

2009

Bid Market Size

$151

$183

GLDD Revenue

$72

$62

15

Domestic Dredging Industry Demand Drivers

Corps goal is to reach 95% of U.S. port

operating capacity

Incremental funding expected from Harbor

Maintenance Trust Fund

Naturally sedimentation and volatile weather

New capital projects increase need for ongoing

maintenance

57% of 2009 domestic bid market was

maintenance work

Maintenance

(In millions)

Three Year

Average

2009

Bid Market Size

$395

$645

GLDD Revenue

$117

$175

16

International projects tend to be larger/

longer duration vs. domestic projects

Middle East has been a strong market

historically, and is expected to provide

good opportunities in the future

Moving forward with upgrade of the dredge

Ohio to meet future demand anticipated in

Middle East

Great Lakes is Well Positioned to Compete Globally

International

(In millions)

Three Year

Average

2009

GLDD Revenue

$149

$134

17

Major U.S. provider of commercial and

industrial demolition services; primarily in

New England

Purchased Yankee in 2009; able to offer

removal of asbestos and hazardous

materials

Successfully gaining foothold in New York

market over last year

In early 2010, segment was awarded over

$30 million of new projects in both Boston

and New York areas

Demolition Segment

NASDI and Yankee Environmental Services

(In millions)

Three Year

Average

2009

Demoltion Revenue

$75

$48

Financial Highlights

Deborah Wensel

Senior VP & CFO

19

Financial Performance

ANNUAL EBITDA

(a)

ANNUAL REVENUE

(a)

EBITDA represents net income (loss), adjusted for net interest expense, income taxes, depreciation and amortization expense.  2005 EBITDA also excludes non-

cash write down of goodwill and intangibles of $5.7 million.  Please see reconciliation of Net Income to EBITDA at the end of this presentation.

($ in millions)

$423.4

$426.0

$515.8

$586.9

$622.2

0

100

200

300

400

500

600

$700

2005

2006

2007

2008

2009

Capital

Maintenance

Beach

Foreign

Demolition

$45.1

$77.6

$55.9

$57.5

$52.6

10.7%

12.3%

11.1%

9.5%

12.4%

(15)

5

25

45

65

$85

2005

2006

2007

2008

2009

0.0%

4.0%

8.0%

12.0%

16.0%

20.0%

Dredging

Demolition

% Margin

20

Primary Factors that Determine Operating Profitability

Bid success and dredge employment

Revenue is generated when bids are won and projects commence

Maximize revenue by employing dredges full-time

A dredge does not earn revenue when idle

Project mix and dredge mix

Projects include capital, beach, maintenance and foreign which inherently have a range of

durations and margins

Each

dredge

has

different

production

capabilities

resulting

in

a

range

of

revenue

generating

capacity

Seek

to

maximize

mix

within

given

bid

market

(i.e.

type

of

work,

type

of

vessel,

duration)

Project execution

Goal to execute projects at the estimated margin

Numerous factors impact actual margin, both favorably and unfavorably, including:

Weather

Project conditions

Equipment downtime

21

2.4x

3.7x

3.3x

3.6x

6.4x

2.0

3.0

4.0

5.0

6.0

7.0x

2005

2006

2007

2008

2009

Net Debt / EBITDA

$12.7

$29.8

$111.0

(a)

$44.5

$25.7

0.0

20.0

40.0

60.0

80.0

100.0

$120.0

2005

2006

2007

2008

2009

Maintenance

Growth & Other

Improved Financial Flexibility

($ in millions)

(a)

Growth and other capital expenditures during the year of 2007 includes the purchase of four vessels.

LEVERAGE

CAPEX

$15.5

$21.3

$22.9

22

Backlog

BY SEGMENT

($ in millions)

$382

$385

(a)

$360

$369

$278

0.0

100.0

200.0

300.0

400.0

$500.0

2005

2006

2007

2008

2009

Capital

Maintenance

Beach

Foreign

Demolition

(a)

Foreign

backlog

at

December

31,

2008

has

been

adjusted

for

the

portion

of

the

Diyar

contract

that

became

an

option

pending

award

in

the

first

quarter

of

2009

23

Investment Highlights

Attractive near and long-term catalysts in U.S dredging market

Harbor Maintenance Trust Fund secures funding for long-term maintenance demand

Other sources of dredging demand include coastal restoration, port deepening and port

development

Solid backlog of contracted revenue, strong financial performance and improved financial

flexibility

Current backlog of $382.2 million

EBITDA growth from $45.1 million in 2005 to $77.6 million in 2009

Decreased Net Debt / EBITDA from 6.4x in 2005 vs. 2.4x in 2009

International Presence

Only U.S. dredger with significant foreign presence

Flexible fleet enables repositioning of vessels as necessary

Opportunistic acquirer of dredging assets

Proven executive management team with, an average of nearly 30 years of industry experience

Appendix

25

Reconciliation of Net Income to EBITDA

($ in millions)

2005

2006

2007

2008

2009

Net Income Attributable to Great Lakes

      Dredge & Dock Corp

($6.9)

$2.2

$7.1

$5.0

$17.5

Non-Cash Goodwill and Intangibles Write Down

$5.7

$0.0

$0.0

$0.0

$0.0

Interest Expense

23.1

24.3

17.5

17.0

16.1

Income Tax Expense

(1.4)

1.0

6.4

3.8

11.0

Depreciation and Amortization

24.6

25.1

26.5

30.1

33.0

EBITDA

$45.1

$52.6

$57.5

$55.9

$77.6

FYE Ending December 31,