8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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) May 3, 2010

GRANITE CONSTRUCTION INCORPORATED
(Exact name of registrant as specified in its charter)

Delaware	1-12911	77-0239383
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

585 West Beach Street
Watsonville, California 95076

(Address of principal executive offices) (Zip Code)

(831) 724-1011Registrant’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 (see General Instruction A.2. below):

⃞ 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))

1

Item 2.02 Results of Operations and Financial Condition.

On May 3, 2010, Granite Construction Incorporated (the “Company”) issued a press release with respect to its earnings for the quarter ended March 31, 2010, a copy of which is attached as Exhibit 99.1.

The information set forth is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, nor shall the information, including the Exhibit, be deemed incorporated by reference in any filing of the Company, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits. The following exhibits are attached hereto and furnished herewith:
Exhibit Number	Exhibit Title
99.1	Press Release of Registrant, dated May 3, 2010, its 2010 first quarter financial results

SIGNATURES

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.

		GRANITE CONSTRUCTION INCORPORATED
Date:	May 3, 2010	By:	/s/ LeAnne M. Stewart
			LeAnne M. Stewart
			Senior Vice President &
			Chief Financial Officer

2

INDEX TO EXHIBITS

Exhibit Number	Document
99.1	Press Release of Registrant, dated May 3, 2010, its 2010 first quarter financial results

3

EX-99.1

Exhibit 99.1

Granite Reports First-Quarter 2010 Financial Results

• Revenue down 36 percent from a year ago
• Net loss of $41 million compared with net income of $8.9 million
• Backlog increased $177 million to $1.6 billion from year-end
• Balance sheet remains strong, with $299 million in cash and short-term marketable securities

WATSONVILLE, Calif.--(BUSINESS WIRE)--May 3, 2010--Granite Construction Incorporated (NYSE:GVA) today reported a net loss of $41.0 million, or $1.09 per diluted share, for the first quarter of 2010 compared with net income of $8.9 million, or $0.23 per diluted share, for the first quarter of 2009.

“As we previously announced, throughout the quarter we continued to experience a challenging and competitive market environment in addition to extremely poor weather across the country,” said Granite President and Chief Executive Officer William G. Dorey. “Although the first quarter is typically our weakest due to the seasonal nature of our business, this was one of the wettest first quarters we have experienced in quite some time.”

First-quarter 2010 Financial Results

Total Company

• Revenue totaled $220.7 million compared with $347.4 million in 2009, driven by weakness in demand and the impact of weather. First-quarter 2009 included approximately $46.0 million in revenue associated with work performed on the border fence project in the Southwest and $17.3 million related to a favorable settlement on a project in the East.
• Gross profit margin was 3 percent, down from 20 percent in 2009, driven primarily by a decline in revenue, no meaningful contract claim settlements and increased competition.
• Operating loss for the quarter was $45.1 million compared with operating income of $16.9 million in the prior year.
• Selling, general and administrative expenses for the first quarter were $55.3 million compared with $54.4 million for the same period last year. The first quarter of 2010 did not contain a bad-debt recovery compared with the first quarter of 2009, which included recovery of $2.9 million related to an account reserved in the prior year. First quarter 2010 expenses were also impacted by:
  • $0.7 million increase in selling expenses, partially offset by a $2.1 million decrease in variable compensation expense
  • $0.6 million related to severance costs associated with the Company’s restructuring
• Net income attributable to non-controlling interests in joint ventures was $3.2 million compared with $5.1 million in 2009.
• Total contract backlog at March 31, 2010, was $1.6 billion compared with $1.4 billion at December 31, 2009, and $1.6 billion at March 31, 2009.

Construction

• Construction revenue for the quarter totaled $81.2 million compared with $168.0 million for the same period in 2009. The decrease was affected by overall lower demand, weather and the lack of border fence work as compared to the prior year.
• Gross profit margin for the first quarter was 2 percent compared with 21 percent a year ago, partially due to the decline in revenue as well as profitability associated with border fence work.

Large Project Construction

• Large Project Construction revenue for the quarter totaled $106.3 million compared with $149.1 million for the same period last year. The decrease is attributable primarily to less revenue generated from projects nearing completion and new projects getting under way. First quarter 2009 revenue also included $17.3 million related to a favorable settlement on a project in the East.
• Gross profit margin for the quarter decreased to 9 percent compared with 23 percent for the same period last year. First-quarter 2009 margin also included $17.3 million related to the project settlement.

Construction Materials

• Construction Materials revenue for the quarter totaled $26.2 million compared with $29.8 million for the same period last year.
• Gross loss on the sale of construction materials was $7.1 million in 2010 compared with $0.3 million in 2009. The decline reflects lower sales volume during the quarter and the effects of fixed costs associated with our materials-processing facilities.

Outlook

“We expect 2010 to be a challenging year for our business,” said Dorey. “Competition for the available work remains tough, and we expect gross margins on smaller projects to remain under pressure for the balance of the year. In addition, we now expect the Houston Metro Light Rail and the Queens Bored Tunnel projects to reach our profit recognition threshold in 2011, not 2010 as previously anticipated.

“Despite the challenging market conditions, we have a substantial number of bidding opportunities, and we expect backlog to increase throughout 2010. Longer-term, we expect to see the demand for our construction services and materials improve as the private development market begins to see signs of a recovery.

“For the full-year 2010, we expect Construction segment revenue to be $1.05 billion to $1.25 billion with a corresponding gross profit margin between 11.5 percent and 13 percent. Large Project Construction segment revenue is expected to be $725 million to $825 million with a corresponding gross profit margin of between 10 percent and 12 percent. Construction Materials segment revenue is expected to be $200 million to $250 million with corresponding gross profit margin between 12 percent and 13 percent. In addition, net income attributable to non-controlling interest in joint ventures for the total company is expected to be $20 million to $25 million,” said Dorey.

Conference Call

Granite will conduct a conference call tomorrow, May 4, 2010, at 8 a.m. Pacific time/11 a.m. eastern time to discuss the results of the quarter ended March 31, 2010. Access to a live audio webcast is available at www.graniteconstruction.com/investor-relations. The live conference call may be accessed by calling (877) 693-6483, or (706) 758-5304 for international listeners. The conference ID for the call is 67074808. The call will be recorded and will be available for replay from approximately two hours after the live audio webcast through May 18, 2010, by calling (800) 642-1687 or (706) 645-9291. The conference ID for the recording is 67074808.

About Granite

Granite Construction Incorporated is a member of the S&P 400 Midcap Index, the FTSE KLD 400 Social Index and the Russell 2000 Index. Granite Construction Company, a wholly owned subsidiary, is one of the nation’s largest diversified heavy civil contractors and construction materials producers. Granite Construction Company serves public- and private-sector clients through its offices and subsidiaries nationwide. For more information about Granite, please visit its Web site at www.graniteconstruction.com.

Forward-looking Statements

This news release contains statements that are not based on historical facts and which may be forward-looking in nature. Under the Private Securities Litigation Reform Act of 1995, a “safe harbor” may be provided to Granite for certain of these forward-looking statements. Words such as outlook, believes, expects, appears, may, will, should, anticipates and the negatives thereof or comparable terminology are intended to identify these forward-looking statements. These forward-looking statements are estimates reflecting the best judgment of Granite’s senior management and are based on its current expectations and projections concerning future events, many of which are outside of Granite’s control and involve a number of risks and uncertainties that could cause actual results to differ materially from those suggested by the forward-looking statements. Factors that might cause or contribute to such differences include, but are not limited to, those risks described in Granite’s Annual Report under “Item 1A. Risk Factors.” Except as required by law, Granite undertakes no obligation to revise or update any forward-looking statements for any reason. As a result, the reader is cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release.

GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - in thousands, except share and per share data)
	March 31,		December 31,		March 31,
		2010		2009		2009
ASSETS
Current assets
Cash and cash equivalents	$	222,095	$	338,956	$	390,483
Short-term marketable securities		76,963		42,448		22,276
Receivables, net		197,658		280,252		233,867
Costs and estimated earnings in excess of billings		33,445		10,619		54,400
Inventories		49,483		45,800		59,254
Real estate held for development and sale		137,183		139,449		79,409
Deferred income taxes		31,150		31,034		43,484
Equity in construction joint ventures		71,693		67,693		44,423
Other current assets		56,033		50,467		52,488
Total current assets		875,703		1,006,718		980,084
Property and equipment, net		519,909		520,778		526,734
Long-term marketable securities		90,440		76,937		46,387
Investments in affiliates		30,823		24,644		21,768
Other noncurrent assets		80,371		80,498		79,534
Total assets	$	1,597,246	$	1,709,575	$	1,654,507
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	8,350	$	15,017	$	15,355
Current maturities of non-recourse debt		40,565		43,961		18,863
Accounts payable		100,102		131,251		141,783
Billings in excess of costs and estimated earnings		142,935		156,041		190,540
Accrued expenses and other current liabilities		156,374		159,843		159,323
Total current liabilities		448,326		506,113		525,864
Long-term debt		225,203		225,203		233,553
Long-term non-recourse debt		16,895		19,485		17,798
Other long-term liabilities		52,471		48,998		45,836
Deferred income taxes		27,217		27,220		17,917
Equity
Preferred stock, $0.01 par value, authorized
3,000,000 shares, none outstanding		-		-		-
Common stock, $0.01 par value, authorized
150,000,000 shares; issued and outstanding
38,801,232 shares as of March 31, 2010,
38,635,021 shares as of December 31, 2009 and
38,679,123 shares as of March 31, 2009		388		386		387
Additional paid-in capital		93,688		94,633		88,158
Retained earnings		689,634		735,632		686,129
Total Granite Construction Incorporated shareholders' equity		783,710		830,651		774,674
Noncontrolling interests		43,424		51,905		38,865
Total equity		827,134		882,556		813,539
Total liabilities and equity	$	1,597,246	$	1,709,575	$	1,654,507

GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited - in thousands, except per share data)
	Three Months Ended
	March 31,
		2010			2009
Revenue
Construction	$	81,186		$	168,049
Large project construction		106,325			149,060
Construction materials		26,164			29,846
Real estate		7,008			417
Total revenue		220,683			347,372
Cost of revenue
Construction		79,340			132,873
Large project construction		96,842			115,396
Construction materials		33,289			30,160
Real estate		5,498			207
Total cost of revenue		214,969			278,636
Gross profit		5,714			68,736
Selling, general and administrative expenses		55,292			54,355
Gain on sales of property and equipment		4,452			2,521
Operating (loss) income		(45,126	)		16,902
Other income (expense)
Interest income		939			2,061
Interest expense		(3,734	)		(3,488	)
Equity in loss of affiliates		(319	)		(444	)
Other income, net		2,897			3,785
Total other (expense) income		(217	)		1,914
(Loss) income before (benefit from) provision for income taxes		(45,343	)		18,816
(Benefit from) provision for income taxes		(7,613	)		4,829
Net (loss) income		(37,730	)		13,987
Amount attributable to noncontrolling interests		(3,224	)		(5,067	)
Net (loss) income attributable to Granite Construction Incorporated	$	(40,954	)	$	8,920
Net (loss) income per share attributable to common shareholders:
Basic (1)	$	(1.09	)	$	0.23
Diluted (1)	$	(1.09	)	$	0.23
Weighted average shares of common stock:
Basic		37,688			37,476
Diluted		37,688			37,600
Note:
(1) Computed using the two-class method, except when in a net loss position

GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
Three Months Ended March 31,		2010			2009
Operating activities
Net (loss) income	$	(37,730	)	$	13,987
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation, depletion and amortization		18,662			20,623
Provision for (recovery of) doubtful accounts		508			(2,723	)
Gain on sales of property and equipment		(4,452	)		(2,521	)
Stock-based compensation		3,158			2,777
Gain on company owned life insurance		(1,748	)		-
Changes in assets and liabilities, net of the effects of consolidations		(2,752	)		(46,125	)
Net cash used in operating activities		(24,354	)		(13,982	)
Investing activities
Purchases of marketable securities		(47,511	)		(29,258	)
Maturities of marketable securities		-			15,610
Additions to property and equipment		(14,712	)		(29,601	)
Proceeds from sales of property and equipment		5,674			3,741
Purchase of private preferred stock		(6,400	)		-
Contributions to affiliates		(165	)		(2,219	)
Other investing activities, net		(288	)		148
Net cash used in investing activities		(63,402	)		(41,579	)
Financing activities
Proceeds from long-term debt		53			2,435
Long-term debt principal payments		(8,739	)		(7,282	)
Cash dividends paid		(5,023	)		(4,975	)
Purchase of common stock		(3,296	)		(2,017	)
Distributions to noncontrolling partners		(12,142	)		(3,153	)
Other financing activities		42			193
Net cash used in financing activities		(29,105	)		(14,799	)
Decrease in cash and cash equivalents		(116,861	)		(70,360	)
Cash and cash equivalents at beginning of period		338,956			460,843
Cash and cash equivalents at end of period	$	222,095		$	390,483

GRANITE CONSTRUCTION INCORPORATED
Business Segment Information
(Unaudited - in thousands)
Three Months Ended March 31,	Construction			Large Project Construction			Construction Materials			Real Estate
2010
Revenue	$	81,186		$	106,325		$	26,164		$	7,008
Gross profit (loss)	$	1,846		$	9,483		$	(7,125	)	$	1,510
Gross profit (loss) as a percent of revenue		2.3	%		8.9	%		-27.2	%		21.5	%
2009
Revenue	$	168,049		$	149,060		$	29,846		$	417
Gross profit (loss)	$	35,176		$	33,664		$	(314	)	$	210
Gross profit (loss) as a percent of revenue		20.9	%		22.6	%		-1.1	%		50.4	%

GRANITE CONSTRUCTION INCORPORATED
Contract Backlog by Segment (1)
(Unaudited - in thousands)
Period ended	Construction				Large Project Construction				Total
December 31, 2008	$	641,546	37.8	%	$	1,057,850	62.2	%	$	1,699,396	100.0	%
March 31, 2009		587,076	37.4	%		982,998	62.6	%		1,570,074	100.0	%
June 30, 2009		687,696	44.9	%		844,547	55.1	%		1,532,243	100.0	%
September 30, 2009		439,225	27.2	%		1,173,043	72.8	%		1,612,268	100.0	%
December 31, 2009		359,360	25.6	%		1,042,628	74.4	%		1,401,988	100.0	%
March 31, 2010		487,751	30.9	%		1,091,251	69.1	%		1,579,002	100.0	%
Note:
(1) For investors who may want to consider the effects of the realignment on segment contract backlog, Granite is providing contract backlog for our Construction and Large Project Construction segments beginning with year ended 2008 and as of each quarter thereafter.

CONTACT:
Granite Construction Incorporated
Jacque Fourchy, 831-761-4741