8-K

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWASHINGTON, DC  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): February 25, 2016

GRANITE CONSTRUCTION INCORPORATED
(Exact Name of Registrant as Specified in 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)

Registrant’s telephone number, including area code: (831) 724-1011

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 Instructions 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))

Item 2.02.         Results of Operations and Financial Condition.

On February 25, 2016, the Company issued a press release with respect to its earnings for the quarter and year ended December 31, 2015, a copy of which is attached as Exhibit 99.1 and incorporated herein by reference.  

The press release referred to above contains non-GAAP financial measures of EBITDA and Consolidated EBITDA Margin.  Management believes the non-GAAP measures of EBITDA and Consolidated EBITDA Margin are useful in evaluating operating performance and are regularly used by securities analysts, institutional investors and other interested parties, and that such supplemental measures facilitate comparisons between companies that have different capital and financing structures and/or tax rates.  However, the reader is cautioned that any non-GAAP financial measures provided by the Company are provided in addition to, and not as alternatives for, the Company's reported results prepared in accordance with GAAP.  Items that may have a significant impact on the Company's financial position, results of operations and cash flows must be considered when assessing the Company's actual financial condition and performance regardless of whether these items are included in non-GAAP financial measures.  The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures.  As a result, any non-GAAP financial measures provided by the Company may not be comparable to similar measures provided by other companies.

The information set forth under Item 2.02 “Results of Operations and Financial Condition” is furnished and shall not be deemed “filed” for purpose of Section 18 of the Securities Exchange Act of 1934, nor shall the information set forth under this Item 2.02, including Exhibit 99.1, 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.

Exhibit Number	Description
99.1	Press Release of the Company, dated February 25, 2016

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.

		GRANITE CONSTRUCTION INCORPORATED
		By:	/s/ Laurel J. Krzeminski
			Laurel J. Krzeminski
			Executive Vice President and Chief Financial
			Officer
Date:	February 25, 2016

INDEX TO EXHIBITS

Exhibit Number	Description
99.1	Press Release of the Company, dated February 25, 2016

EX-99.1

Exhibit 99.1

Granite Reports Fourth Quarter and Fiscal Year 2015 Results

Net Income

• Fourth quarter diluted earnings per share $0.72 – up 67.4 percent year-over-year
• 2015 diluted earnings per share $1.52 – up 137.5 percent year-over-year

Gross Profit¹

• Fourth quarter gross profit $102.0 million – up 38.4 percent year-over-year
• Fourth quarter gross profit margin 16.2 percent – up 369 basis points year-over-year
• 2015 gross profit $303.4 million – up 25.2 percent year-over-year
• 2015 gross profit margin 12.8 percent – up 214 basis points year-over year

Revenues

• Fourth quarter revenues $630.2 million – up 6.8 percent year-over-year
• 2015 revenues $2.4 billion – up 4.2 percent year-over year

Company

• Backlog increases 7.0 percent year-over-year to $2.9 billion
• 2015 EBITDA² $172.1 million – up 37.0 percent year-over-year

WATSONVILLE, Calif.--(BUSINESS WIRE)--February 25, 2016--Granite Construction Incorporated (NYSE:GVA) today reported net income of $60.5 million for the year ended December 31, 2015, compared with net income of $25.3 million in the prior year. Diluted earnings per share (EPS) for the year was $1.52 compared to $0.64 per share in 2014.

Granite reported net income of $28.7 million for the quarter ended December 31, 2015, compared with net income of $17.0 million in the fourth quarter of 2014. Diluted EPS in the quarter was $0.72 compared to $0.43 per share in the prior-year period.

“Granite teams across the country performed solidly in the fourth quarter and throughout 2015. Our relentless focus on safety, execution, and growth is driving improved financial results,” said James H. Roberts, President and Chief Executive Officer of Granite Construction Incorporated.

“The formula for our growing success emphasizes efficient execution on Company backlog of more than $2.9 billion. We are investing in our people as they capture profitable diversification opportunities, and we are creating a culture of continuous improvement that enables us to perform our business more effectively every day,” Roberts said.

Fiscal Year 2015 Results

Total Company

• Revenues for 2015 were approximately $2.4 billion, up 4.2 percent from 2014.
• Gross profit increased 25.2 percent year-over-year to $303.4 million, driven by significantly improved performance in the Construction and Construction Materials segments.
• Gross profit margin was 12.8 percent compared with 10.6 percent in 2014.
• Selling, general and administrative (SG&A) expenses¹ were $207.3 million, compared with $195.8 million last year. The increase is attributable primarily to personnel-related costs.
• Backlog increased 7.0 percent year-over-year to $2.9 billion, compared with $2.7 billion a year ago.
• 2015 EBITDA increased 37.0 percent year-over-year to $172.1 million, with resulting EBITDA margin of 7.3 percent, up more than 170 basis points from 2014.
• $358.5 million in cash and marketable securities, as of December 31, 2015.

Construction

• Construction revenue in 2015 was approximately $1.3 billion, up 6.4 percent from nearly $1.2 billion in 2014, driven by improved performance in certain Western markets and Kenny.
• Gross profit margin was 15.1 percent compared with 9.7 percent a year ago. Improved safety, execution, and market diversification drove the year-over-year growth.

Large Project Construction

• Large Project Construction revenue decreased 1.5 percent to $812.7 million from $825.0 million in 2014, as Granite teams recovered from early-year weather and project delays.
• Gross profit margin was 9.8 percent compared with13.0 percent in 2014 primarily reflecting the timing of overall project portfolio progression coupled with execution issues on certain projects.

Construction Materials

• Construction Materials revenue increased to $295.6 million compared with $263.8 million last year. The 12.1 percent increase was driven by improved volumes and aggregate price increases.
• Gross profit margin in 2015 was 11.2 percent, compared with 7.4 percent in 2014. Profit growth was driven by improved volumes, pricing, and production efficiency.

Fourth Quarter 2015 Results

Total Company

• Revenues increased 6.8 percent to $630.2 million compared with $589.8 million in the fourth quarter of 2014.
• Gross profit increased 38.4 percent year-over-year to $102.0 million, driven by significantly improved performance in the Construction and Construction Materials segments.
• Gross profit margin was 16.2 percent compared with 12.5 percent in 2014.
• Selling, general and administrative expenses¹ increased $11.4 million from 2014, to $61.4 million, attributable primarily to personnel-related costs.

Construction

• Construction segment revenue increased 9.1 percent to $341.5 million, compared with $313.1 million in the fourth quarter of 2014. The increase was driven by improved performance in certain Western markets and Kenny.
• Gross profit margin increased 927 basis points year-over-year to 20.0 percent, driven by improved safety, execution, and diversification.

Large Project Construction

• Large Project Construction segment revenue increased 4.0 percent to $222.4 million, compared with $213.9 million in the fourth quarter of 2014, due to project progression enabled, in part, by mild weather conditions.
• Gross profit margin was 11.6 percent, a decrease of 559 basis points from 2014, primarily reflecting the timing of overall project portfolio progression. Fourth quarter 2014 segment results included initial profit recognition and dispute resolution that was not repeated in 2015.

Construction Materials

• Construction Materials revenue increased 5.5 percent to $66.2 million, compared with $62.8 million in the fourth quarter of 2014. Revenue growth was attributable primarily to increased volume, with modest impact from pricing.
• Gross profit margin for the quarter was 12.0 percent, compared with 5.4 percent in 2014. Increased gross profit performance was driven by improved volume, pricing, and production efficiency.

Outlook

“The FAST Act, the first long-term highway bill passed by Congress in more than a decade, finally provides the transportation industry with more substantive, long-term funding solutions for our country’s infrastructure investment needs,” Roberts continued. “Passage of the federal Highway Bill was critically important, but it is only a starting point. Now we are intently focused on legislators at the state and local level across the country.

In California, the Governor and legislature are working to address very real near- and long-term funding shortfalls against the estimated more than $130 billion needed in the next decade for state and local highway and road projects. We will continue to work hard to educate and to influence our elected officials in California and other Granite states to do their part and deliver appropriate levels of infrastructure funding and investment,” Roberts continued.

“While the FAST Act is expected to provide a positive impact on our results late in 2016, and incremental growth in 2017, the 2016 outlook for growth is balanced against existing public funding headwinds at state and local levels. Stakeholders across the transportation industry all agree that substantive, near-term, incremental infrastructure investment is a critical component of future prosperity and quality of life throughout our great country,” Roberts said.

(1)	Gross profit and selling, general and administrative expenses are approximately $6.1 million and $8.1 million lower than the amounts previously reported for the quarter and year ended December, 31 2014, respectively, due to reclassifications of (i) incentive compensation, and (ii) sales personnel payroll and related expenses.
(2)	Please refer to a description and reconciliation in the attached EBITDA Reconciliation table.

Conference Call

Granite will conduct a conference call today, Thursday, February 25, 2016, at 8 a.m. Pacific Time/11 a.m. Eastern Time to discuss the results of the quarter ended December 31, 2015. Access to a live audio webcast is available on its Investor Relations website, investor.graniteconstruction.com. An archive of the webcast will be available on the website approximately one hour after the call. The live call also is available by calling 1-877-328-5503; international callers may dial 1-412-317-5472. A replay will be available after the live call through March 3, 2016, by calling 1-877-344-7529, replay access code 10080736; international callers may dial 1-412-317-0088.

About Granite

Through its offices and subsidiaries nationwide, Granite Construction Incorporated (NYSE:GVA) is recognized as one of the largest diversified construction companies and construction materials producers in the U.S. Granite is an award-winning firm in safety, quality and environmental stewardship, and has been named one of the World's Most Ethical Companies for six consecutive years. Granite is listed on the New York Stock Exchange and is part of the S&P MidCap 400 Index, the MSCI KLD 400 Social Index and the Russell 2000 Index. For more information, visit graniteconstruction.com.

Forward-looking Statements

Any statements contained in this news release that are not based on historical facts, including statements regarding future events, occurrences, circumstances, activities, performance, outcomes and results, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by words such as “future,” “outlook,” “assumes,” “believes,” “expects,” “estimates,” “anticipates,” “intends,” “plans,” “appears,” “may,” “will,” “should,” “could,” “would,” “continue,” and the negatives thereof or other comparable terminology or by the context in which they are made. These forward-looking statements are estimates reflecting the best judgment of senior management and reflect our current expectations regarding future events, occurrences, circumstances, activities, performance, outcomes and results. These expectations may or may not be realized. Some of these expectations may be based on beliefs, assumptions or estimates that may prove to be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or otherwise materially affect our business, financial condition, results of operations, cash flows and liquidity. Such risks and uncertainties include, but are not limited to, those described in greater detail in our filings with the Securities and Exchange Commission, particularly those specifically described in our Annual Report on Form 10-K and quarterly reports on Form 10-Q.

Due to the inherent risks and uncertainties associated with our forward-looking statements, the reader is cautioned not to place undue reliance on them. The reader is also cautioned that the forward-looking statements contained herein speak only as of the date of this news release and, except as required by law; we undertake no obligation to revise or update any forward-looking statements for any reason.

GRANITE CONSTRUCTION INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Unaudited - in thousands, except share and per share data)
December 31,	2015		2014
ASSETS
Current assets
Cash and cash equivalents	$	252,836	$	255,961
Short-term marketable securities		25,043		25,504
Receivables, net		340,822		310,934
Costs and estimated earnings in excess of billings		59,070		36,411
Inventories		55,553		68,920
Real estate held for development and sale		500		11,609
Equity in construction joint ventures		224,689		184,575
Other current assets		26,709		23,033
Total current assets		985,222		916,947
Property and equipment, net		385,129		409,653
Long-term marketable securities		80,652		76,563
Investments in affiliates		33,182		32,361
Goodwill		53,799		53,799
Deferred income taxes, net		4,329		32,785
Other noncurrent assets		85,547		77,940
Total assets	$	1,627,860	$	1,600,048
LIABILITIES AND EQUITY
Current liabilities
Current maturities of long-term debt	$	15,024	$	21
Current maturities of non-recourse debt		—		1,226
Accounts payable		157,571		151,935
Billings in excess of costs and estimated earnings		92,515		108,992
Accrued expenses and other current liabilities		200,935		200,652
Total current liabilities		466,045		462,826
Long-term debt		245,081		270,105
Long-term non-recourse debt		—		5,516
Other long-term liabilities		46,613		44,495
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 39,412,877 shares as of December 31, 2015 and 39,186,386 shares as of December 31, 2014		394		392
Additional paid-in capital		139,412		134,177
Retained earnings		699,431		659,816
Total Granite Construction Incorporated shareholders’ equity		839,237		794,385
Non-controlling interests		30,884		22,721
Total equity		870,121		817,106
Total liabilities and equity	$	1,627,860	$	1,600,048

GRANITE CONSTRUCTION INCORPORATED
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited - in thousands, except per share data)
	Three Months Ended
	December 31,						Years ended December 31,
	2015			2014			2015			2014
Revenue
Construction	$	341,532		$	313,089		$	1,262,675		$	1,186,445
Large project construction		222,438			213,934			812,720			825,044
Construction materials		66,192			62,766			295,634			263,781
Total revenue		630,162			589,789			2,371,029			2,275,270
Cost of revenue
Construction		273,373			279,611			1,072,485			1,071,408
Large project construction		196,534			177,058			732,708			717,382
Construction materials		58,246			59,394			262,478			244,233
Total cost of revenue		528,153			516,063			2,067,671			2,033,023
Gross profit(1)		102,009			73,726			303,358			242,247
Selling, general and administrative expenses(1)		61,395			50,022			207,339			195,762
Restructuring and impairment gains		(6,007	)		(2,643	)		(6,003	)		(2,643	)
Gain on sales of property and equipment		(6,196	)		(9,081	)		(8,286	)		(15,972	)
Operating income		52,817			35,428			110,308			65,100
Other expense (income)
Interest income		(574	)		(529	)		(2,135	)		(1,872	)
Interest expense		3,291			3,733			14,257			14,159
Equity in (income) loss of affiliates		(1,448	)		1,409			(3,210	)		(901	)
Other income, net		(622	)		(1,433	)		(2,031	)		(1,883	)
Total other expense		647			3,180			6,881			9,503
Income before provision for income taxes		52,170			32,248			103,427			55,597
Provision for income taxes		17,031			11,420			35,179			19,721
Net income		35,139			20,828			68,248			35,876
Amount attributable to non-controlling interests		(6,466	)		(3,849	)		(7,763	)		(10,530	)
Net income attributable to Granite Construction Incorporated	$	28,673		$	16,979		$	60,485		$	25,346
Net income per share attributable to common shareholders:
Basic	$	0.73		$	0.43		$	1.54		$	0.65
Diluted	$	0.72		$	0.43		$	1.52		$	0.64
Weighted average shares of common stock:
Basic		39,393			39,163			39,337			39,096
Diluted		39,894			39,809			39,868			39,795

Note:

⁽¹⁾Gross profit and selling, general and administrative expenses are approximately $6.1 million and $8.1 million lower than the amounts previously reported for the quarter and year ended December, 31 2014, respectively, due to reclassifications of (i) incentive compensation, and (ii) sales personnel payroll and related expenses.

GRANITE CONSTRUCTION INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited - in thousands)
Years Ended December 31,	2015			2014
Operating activities
Net income	$	68,248		$	35,876
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash restructuring and impairment gains		(1,044	)		(2,643	)
Depreciation, depletion and amortization		64,309			68,252
Gain on sales of property and equipment		(8,286	)		(15,972	)
Change in deferred income tax		28,258			14,907
Stock-based compensation		8,763			11,160
Equity in net income from unconsolidated joint ventures		(43,374	)		(49,168	)
Changes in assets and liabilities		(49,896	)		(19,270	)
Net cash provided by operating activities		66,978			43,142
Investing activities
Purchases of marketable securities		(104,971	)		(64,975	)
Maturities of marketable securities		29,260			45,000
Proceeds from called marketable securities		75,000			35,000
Purchases of property and equipment		(44,179	)		(43,428	)
Proceeds from sales of property and equipment		13,148			28,614
Other investing activities, net		1,035			569
Net cash (used in) provided by investing activities		(30,707	)		780
Financing activities
Proceeds from long-term debt		30,000			—
Debt principal payments		(46,763	)		(1,226	)
Cash dividends paid		(20,445	)		(20,319	)
Purchase of common stock		(3,777	)		(5,124	)
Contributions from non-controlling partners		7,462			15,835
Distributions to non-controlling partners		(6,992	)		(8,066	)
Other financing activities, net		1,119			1,818
Net cash used in financing activities		(39,396	)		(17,082	)
(Decrease) increase in cash and cash equivalents		(3,125	)		26,840
Cash and cash equivalents at beginning of year		255,961			229,121
Cash and cash equivalents at end of year	$	252,836		$	255,961

GRANITE CONSTRUCTION INCORPORATED
Business Segment Information
(Unaudited - dollars in thousands)
	Three Months Ended December 31,							Years Ended December 31,
				Large Project		Construction					Large Project			Construction
	Construction			Construction		Materials		Construction			Construction			Materials
2015
Revenue	$	341,532		222,438		66,192		$	1,262,675		$	812,720		$	295,634
Gross profit(1)		68,159		25,904		7,946			190,190			80,012			33,156
Gross profit as a percent of revenue		20.0	%	11.6	%	12.0	%		15.1	%		9.8	%		11.2	%
2014
Revenue	$	313,089		213,934		62,766		$	1,186,445		$	825,044		$	263,781
Gross profit(1)		33,478		36,876		3,372			115,037			107,662			19,548
Gross profit as a percent of revenue		10.7	%	17.2	%	5.4	%		9.7	%		13.0	%		7.4	%

⁽¹⁾Gross profit is approximately $6.1 million and $8.1 million lower than the amounts previously reported for the quarter and year ended December, 31 2014, respectively, due to reclassifications of (i) incentive compensation, and (ii) sales personnel payroll and related expenses.

GRANITE CONSTRUCTION INCORPORATED
Contract Backlog by Segment
(Unaudited - dollars in thousands)
Contract Backlog by
Segment	December 31, 2015				December 31, 2014
Construction	$	860,657	29.6	%	$	712,967	26.2	%
Large project construction		2,047,781	70.4	%		2,005,906	73.8	%
Total	$	2,908,438	100.0	%	$	2,718,873	100.0	%

GRANITE CONSTRUCTION INCORPORATED
EBITDA(1)
(Unaudited - dollars in thousands)
	Three Months Ended
	December 31,						Years Ended December 31,
	2015			2014			2015			2014
Net income attributable to Granite Construction Incorporated	$	28,673		$	16,979		$	60,485		$	25,346
Depreciation, depletion and amortization expense(2)		15,792			18,284			64,309			68,252
Provision for income taxes		17,031			11,420			35,179			19,721
Interest expense, net of interest income		2,717			3,204			12,122			12,287
EBITDA	$	64,213		$	49,887		$	172,095		$	125,606
Consolidated EBITDA Margin(3)		10.2	%		8.5	%		7.3	%		5.5	%

Note:

⁽¹⁾ We define EBITDA as GAAP net income (loss) attributable to Granite Construction Incorporated, adjusted for interest, taxes, depreciation, depletion and amortization. We believe this non-GAAP financial measure and the associated margin are useful in evaluating operating performance and are regularly used by security analysts, institutional investors and other interested parties in reviewing the Company. However, the reader is cautioned that any non-GAAP financial measures provided by the Company are provided in addition to, and not as alternatives for, the Company's reported results prepared in accordance with GAAP. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures provided by the Company may not be comparable to similar measures provided by other companies.

⁽²⁾ Amount includes the sum of depreciation, depletion and amortization which are classified as Cost of Revenue and Selling, General and Administrative expenses in the condensed consolidated statements of operations of Granite Construction Incorporated.

⁽³⁾ Represents EBITDA divided by consolidated revenue. Consolidated revenue was $630,162 and $2,371,029 for three and twelve months ended December 31, 2015, respectively and $589,789 and $2,275,270 for the three and twelve months ended December 31, 2014, respectively.

CONTACT:
Granite Construction Incorporated
Ron Botoff, 831-728-7532