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) August 2, 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 August 2, 2010, Granite Construction Incorporated (the “Company”) issued a press release with respect to its earnings for the quarter ended June 30, 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 August 2, 2010, its 2010 second 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:	August 2, 2010	By:	/s/ Laurel J. Krzeminski
			Laurel J. Krzeminski
			Vice President &
			Chief Financial Officer

2

INDEX TO EXHIBITS

Exhibit Number	Document
99.1	Press Release of Registrant, dated August 2, 2010, its 2010 second quarter financial results

3

EX-99.1

Exhibit 99.1

Granite Reports Second-Quarter 2010 Financial Results

• Total revenue essentially flat compared with a year ago
• Net loss for the second quarter of $6.7 million
• SG&A expenses decreased $5.0 million in the quarter compared with a year ago
• Total contract backlog $1.6 billion; Approximately $210 million in new projects awarded since June 30, 2010
• $150 million credit facility renewed until June 2013

WATSONVILLE, Calif.--(BUSINESS WIRE)--August 2, 2010--Granite Construction Incorporated (NYSE:GVA) today reported a net loss of $6.7 million, or $0.18 per diluted share, for the second quarter of 2010 compared with net income of $17.9 million, or $0.46 per diluted share, for the second quarter of 2009.

“Our 2010 construction season is in full swing despite a slow start in the second quarter,” said, William G. Dorey, Granite President and Chief Executive Officer. “Although we were unable to build as much work as we would have liked in April and May, our June results were encouraging. However, as expected, gross margins are considerably lower as we build projects bid in this highly competitive environment.”

Mr. Dorey continued, “Large Project Construction segment results for the second quarter include the initial work on the Queens Bored Tunnel and Houston Metro projects. Both of these projects are not expected to reach the profit recognition threshold until 2011. The profit associated with these two projects should lead to Large Project earnings growth next year.”

Second-quarter 2010 Financial Results

Total Company

• Revenue totaled $454.2 million compared with $461.1 million in 2009.
• Gross profit margin was 11 percent, down from 18 percent in 2009, driven primarily by the lack of private-sector work and too much capacity for the available work in the marketplace.
• Operating income for the quarter was $2.1 million compared with $30.4 million in the prior year.

• Selling, general and administrative expenses for the second quarter were $51.4 million compared with $56.3 million for the same period last year, driven by a continuing effort to reduce the Company’s overall cost structure.
• Net income attributable to noncontrolling interests was $4.1 million compared with $4.7 million in 2009.
• Total contract backlog at June 30, 2010 was $1.6 billion, essentially flat compared with backlog at June 30, 2009. Second quarter 2010 backlog does not include approximately $210 million associated with three projects awarded to date in the third quarter of 2010.
• The tax rate for the second quarter was 248.5 percent compared with 26.5 percent in 2009. This unusually high rate for the quarter is due to adjusting the year-to-date tax rate to the current estimate of 6 percent for fiscal 2010.

Construction

• Construction revenue for the quarter totaled $237.9 million compared with $277.5 million for the same period in 2009.
• Gross profit margin for the second quarter was 10 percent compared with 19 percent a year ago. The decrease is due to the lack of profitability associated with border fence work in 2010 as compared with 2009, as well as lower margin backlog due to the competitive markets and a slow start to the construction season in the West.

Large Project Construction

• Large Project Construction revenue for the quarter totaled $153.3 million compared with $125.8 million for the same period last year.
• Gross profit margin for the quarter decreased to 14 percent compared with 18 percent for the same period last year, reflecting an increase in revenue on projects that have yet to reach the profit recognition threshold.

Construction Materials

• Construction Materials revenue for the quarter totaled $61.1 million compared with $57.3 million for the same period last year.
• Gross profit on the sale of construction materials was $4.5 million in 2010 compared with $9.6 million in 2009. The decline reflects an increase in fixed costs related to new plants that came on line in late 2009 without a corresponding increase in sales.

Outlook

“This year is proving to be very challenging, particularly in the West,” said Dorey. “Although the public works bidding activity in the Construction segment has been strong, the competitive climate is driving margins associated with that work substantially lower than in previous years. Based on our current outlook, we are updating our guidance for each of our segments. Revenue for the Construction segment is now expected to be between $950.0 million and $1.15 billion with a corresponding gross profit margin between 11 percent and 12 percent. Revenue for the Large Project Construction segment is expected to be between $650.0 million and $750.0 million with a corresponding gross profit margin between 10 and 11 percent. Construction Materials segment revenue is expected to be between $175.0 million and $225.0 million with a corresponding gross profit margin between 9 and 10 percent. Net income attributable to noncontrolling interests is expected to be approximately $19.0 million for the year. The tax rate for 2010 is currently forecasted to be 6 percent.

“Additionally, we continue to focus considerable effort on optimizing our cost structure and lowering expenses across the Company. In 2010, our goal is to reduce SG&A by 10 percent compared with 2009 through reductions in headcount, discretionary spending and lower compensation expense,” said Dorey.

Conference Call

Granite will conduct a conference call today, August 2, 2010, at 8 a.m. Pacific time/11 a.m. Eastern time to discuss the results of the quarter ended June 30, 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 86369247. The call will be recorded and will be available for replay from approximately two hours after the live audio webcast through August 13, 2010, by calling (800) 642-1687 or (706) 645-9291. The conference ID for the recording is 86369247.

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)
	June 30,		December 31,		June 30,
	2010		2009		2009
ASSETS
Current assets
Cash and cash equivalents	$	208,450	$	338,956	$	356,168
Short-term marketable securities		73,566		42,448		24,878
Receivables, net		295,779		280,252		281,432
Costs and estimated earnings in excess of billings		56,665		10,619		50,891
Inventories		48,529		45,800		68,755
Real estate held for development and sale		148,897		139,449		131,169
Deferred income taxes		31,870		31,034		43,314
Equity in construction joint ventures		72,571		67,693		50,215
Other current assets		39,031		50,467		46,719
Total current assets		975,358		1,006,718		1,053,541
Property and equipment, net		501,258		520,778		529,805
Long-term marketable securities		68,291		76,937		53,328
Investments in affiliates		31,210		24,644		17,310
Other noncurrent assets		79,060		80,498		80,300
Total assets	$	1,655,177	$	1,709,575	$	1,734,284
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	8,538	$	15,017	$	15,348
Current maturities of non-recourse debt		39,657		43,961		49,500
Accounts payable		173,637		131,251		177,025
Billings in excess of costs and estimated earnings		144,935		156,041		184,665
Accrued expenses and other current liabilities		161,632		159,843		168,217
Total current liabilities		528,399		506,113		594,755
Long-term debt		216,870		225,203		225,220
Long-term non-recourse debt		16,615		19,485		8,455
Other long-term liabilities		49,197		48,998		46,686
Deferred income taxes		27,905		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 38,788,581 shares as of June 30, 2010, 38,635,021 shares as of December 31, 2009 and 38,673,034 shares as of June 30, 2009		388		386		387
Additional paid-in capital		98,142		94,633		89,142
Retained earnings		677,873		735,632		699,050
Total Granite Construction Incorporated shareholders' equity		776,403		830,651		788,579
Noncontrolling interests		39,788		51,905		52,672
Total equity		816,191		882,556		841,251
Total liabilities and equity	$	1,655,177	$	1,709,575	$	1,734,284

GRANITE CONSTRUCTION INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - in thousands, except per share data)
	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2010			2009			2010			2009
Revenue
Construction	$	237,943		$	277,456		$	319,129		$	445,505
Large project construction		153,328			125,770			259,653			274,830
Construction materials		61,089			57,315			87,253			87,161
Real estate		1,844			534			8,852			951
Total revenue		454,204			461,075			674,887			808,447
Cost of revenue
Construction		215,042			224,655			294,382			357,528
Large project construction		131,493			103,259			228,335			218,655
Construction materials		56,609			47,732			89,898			77,892
Real estate		1,362			1,534			6,860			1,741
Total cost of revenue		404,506			377,180			619,475			655,816
Gross profit		49,698			83,895			55,412			152,631
Selling, general and administrative expenses		51,357			56,319			106,649			110,674
Gain on sales of property and equipment		3,800			2,808			8,252			5,329
Operating income (loss)		2,141			30,384			(42,985	)		47,286
Other income (expense)
Interest income		1,098			1,109			2,037			3,170
Interest expense		(3,013	)		(2,853	)		(6,747	)		(6,341	)
Equity in (loss) income of affiliates		(387	)		783			(706	)		339
Other income, net		1,934			1,431			4,831			5,216
Total other (expense) income		(368	)		470			(585	)		2,384
Income (loss) before provision for (benefit from) income taxes		1,773			30,854			(43,570	)		49,670
Provision for (benefit from) income taxes		4,406			8,187			(3,207	)		13,016
Net (loss) income		(2,633	)		22,667			(40,363	)		36,654
Amount attributable to noncontrolling interests		(4,058	)		(4,718	)		(7,282	)		(9,785	)
Net (loss) income attributable to Granite Construction Incorporated	$	(6,691	)	$	17,949		$	(47,645	)	$	26,869
Net (loss) income per share attributable to common shareholders:
Basic (1)	$	(0.18	)	$	0.46		$	(1.26	)	$	0.70
Diluted (1)	$	(0.18	)	$	0.46		$	(1.26	)	$	0.70
Weighted average shares of common stock:
Basic		37,850			37,584			37,770			37,530
Diluted		37,850			37,699			37,770			37,650

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)
Six Months Ended June 30,	2010			2009
Operating activities
Net (loss) income	$	(40,363	)	$	36,654
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Impairment of real estate held for development and sale		107			1,036
Depreciation, depletion and amortization		35,839			39,670
Provision for (recovery of) doubtful accounts		406			(3,386	)
Gain on sales of property and equipment		(8,252	)		(5,329	)
Stock-based compensation		6,885			4,561
Gain on company owned life insurance		(1,748	)		-
Changes in assets and liabilities, net of the effects of consolidations		(31,792	)		(79,241	)
Net cash used in operating activities		(38,918	)		(6,035	)
Investing activities
Purchases of marketable securities		(60,073	)		(39,043	)
Maturities of marketable securities		34,900			27,610
Proceeds from company owned life insurance		2,078			-
Additions to property and equipment		(21,809	)		(55,659	)
Proceeds from sales of property and equipment		11,936			7,416
Purchase of private preferred stock		(6,400	)		-
Contributions to affiliates		(1,014	)		(4,971	)
Issuance of notes receivable		(1,242	)		-
Collection of notes receivable		1,720			374
Other investing activities		(333	)		65
Net cash used in investing activities		(40,237	)		(64,208	)
Financing activities
Proceeds from long-term debt		95			4,911
Long-term debt principal payments		(18,155	)		(17,475	)
Cash dividends paid		(10,067	)		(10,003	)
Purchase of common stock		(3,434	)		(2,821	)
Distributions to noncontrolling partners, net		(19,797	)		(9,080	)
Other financing activities		7			36
Net cash used in financing activities		(51,351	)		(34,432	)
Decrease in cash and cash equivalents		(130,506	)		(104,675	)
Cash and cash equivalents at beginning of period		338,956			460,843
Cash and cash equivalents at end of period	$	208,450		$	356,168

GRANITE CONSTRUCTION INCORPORATED
Business Segment Information
(Unaudited - in thousands)
	Three Months Ended June 30,												Six Months Ended June 30,
				Large Project			Construction			Real Estate						Large Project			Construction			Real Estate
	Construction			Construction			Materials						Construction			Construction			Materials
2010
Revenue	$	237,943		$	153,328		$	61,089		$	1,844		$	319,129		$	259,653		$	87,253		$	8,852
Gross profit (loss)	$	22,901		$	21,835		$	4,480		$	482		$	24,747		$	31,318		$	(2,645	)	$	1,992
Gross profit (loss) as a percent of revenue		9.6	%		14.2	%		7.3	%		26.1	%		7.8	%		12.1	%		-3.0	%		22.5	%
2009
Revenue	$	277,456		$	125,770		$	57,315		$	534		$	445,505		$	274,830		$	87,161		$	951
Gross profit (loss)	$	52,801		$	22,511		$	9,583		$	(1,000	)	$	87,977		$	56,175		$	9,269		$	(790	)
Gross profit (loss) as a percent of revenue		19.0	%		17.9	%		16.7	%		-187.3	%		19.7	%		20.4	%		10.6	%		-83.1	%

GRANITE CONSTRUCTION INCORPORATED
Contract Backlog by Segment
(Unaudited - in thousands)
		June 30, 2010				March 31, 2010				June 30, 2009
	Construction	$	594,214	38.3	%	$	487,751	30.9	%	$	687,696	44.9	%
	Large project construction		957,080	61.7	%		1,091,251	69.1	%		844,547	55.1	%
	Total	$	1,551,294	100.0	%	$	1,579,002	100.0	%	$	1,532,243	100.0	%

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