Michael Baker Corporation

1
leverage
optimize
maximize
Innovate
MICHAEL BAKER CORPORATION
2002 Annual Shareholders Meeting
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Safe Harbor
This presentation will contain information
related to events which may occur in the future.
These forward-looking statements may include
future business trends, revenue and earnings
forecasts, and acquisition and corporate finance
activity. These statements are subject to
market, regulatory, operating and other risks and
uncertainties and, as a result, actual results
may vary. Such forward-looking statements are
made pursuant to the safe harbor provisions of
the Private Securities Litigation Reform Act of
1995.
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Financial Review 2001
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Total Revenues
158.2
120.7
80.2
243.6
201.7
228.0
Energy
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Income from Operations
12.8
9.3
5.5
18.6
13.4
16.8
1999
2000
2001
Energy
(Pre-Corp. O/H and I/C Ins. Premiums)
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Operating Performance(in Thousands of )
1999 2000 2001
TOTAL CONTRACT REVENUES
Total Reported 506,012 390,710 403,222
Less Non-Core 223,236 41,625 1,372

ENERGY 80,158 120,708 158,236
ENGINEERING 202,618 228,377 243,614

Total Core 282,776 349,085 401,850

TOTAL OPERATING INCOME (Pre-Corp. O/H and I/C Ins. Premiums) TOTAL OPERATING INCOME (Pre-Corp. O/H and I/C Ins. Premiums) TOTAL OPERATING INCOME (Pre-Corp. O/H and I/C Ins. Premiums) TOTAL OPERATING INCOME (Pre-Corp. O/H and I/C Ins. Premiums)
Total Reported (511) 17,543 31,436
-.1 4.5 7.8

ENERGY 4,252 9,759 12,842
6.6 8.1 8.1
ENGINEERING 12,544 16,007 18,582
6.2 7.0 7.6

Total Core 17,796 25,766 31,424
6.4 7.4 7.8
Adjusted for 1 Million Non-Recurring Charge
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Balance Sheet(in millions of )
1999 2000 2001
ASSETS
Cash 3.7 9.1 18.5
Short-Term Investment - 9.0 -
A/R 77.4 67.7 67.6
Cost in Excess of Billing 26.6 20.5 25.3

PPE 17.1 10.1 10.3
Intangibles 14.6 10.8 9.8
Other 15.6 10.2 20.1
155.0 137.4 151.6
LIABILITIES
Current Portion LTD 3.5 2.2 -
Trade A/P 28.9 25.7 21.9
Accrued Other 62.9 59.1 68.2

Long-Term Debt 14.9 0.1 -

Owners Equity 44.8 50.3 61.5
155.0 137.4 151.6
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Cash Flow(in millions of )
1999 2000 2001
Net Income (8.2) 5.4 11.2
Depreciation Amortization 7.4 7.1 5.2
Other 1.9 (0.1) 3.2
Cash from Operations 1.1 12.4 19.6

Capital Expenditures (5.3) (2.9) (4.1)
Acquisition/Investments (4.9) (9.0) 9.0
Funding of Litigation Escrow - - (12.7)
Share Repurchase - - (0.4)
Proceeds from Sale of Assets/Stock Options - 15.0 0.3
NET Borrowings (Repayments) 7.8 (10.1) (2.3)
NET Increase (Decrease) in Cash (1.3) 5.4 9.4
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EPS Growth
1999 2000 2001
Reported
EPS (1.00) .65 1.33

Pro Forma EPS
Core Operating Income 17,796 25,766 31,424
Less Corporate Overhead (7,664) (7,715) (11,058)
Operating Income 10,132 18,051 20,366

Provisions for Income Tax (47 for 1999, 51 for 2001 and 45.5 for 2001) 4,764 (9,206) (9,267)
5,370 8,845 11,099

Pro Forma EPS 0.66 1.07 1.32
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Financial Review1st QTR 2002
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Total Revenues (1st QTR)
37.6
37.5
25.6
58.3
57.6
57.0
Energy
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Income from Operations (1st QTR)
0.9
2.1
1.2
2.2
2.8
2.8
Energy
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Operating Margins (1st QTR)
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Stock Performance (24 mos.)
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2001 Financial Highlights

• Eliminated Series B Super Voting Shares
• Secured 40 Million Credit Facility
• Added 7 New Institutional Holders
• 1.3 Millions Shares

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Operations Review
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2001 Highlights

• Record Earnings
• Share Price Increase
• Energy Growth and Profitability
• Engineering Steady Improvement
• Credit Facility
• B Series Elimination
• Energy OPCOSM Value-Added Model
• Engineering Market Initiatives
• Segment Leverage

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Vision

• Perform Biggest and Most Challenging Projects
• Be Paid for Content, Not Hours
• Share Knowledge and Resources
• Make Money

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Four-Point Strategy

• Maximize the growth potential of the Energy
  business
• Optimize the overall performance of the
  Engineering business
• Innovate by investing to enhance service delivery
  methods
• Leverage the relationships and skills of the
  entire company

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Elements of Success

• People
• Performance
• Profit

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Presidents Award Runner-upEngineering Rt. 29
Tunnel CM/CI
Biggest and Most Challenging Project

• One-half mile cut and cover tunnel for NJDOT in
  Trenton, NJ
• First External CM/CI Contract Awarded in 2000
• 9 million, Performance-based
• Troubled Project Since 1997
• Delays Over 2 years
• Claims totaling 20 million
• Environmental Clean-up Sites
• 160 Potential Change Orders
• Solutions
• Centralized Project Records
• Claims Resolution Process
• Global Settlement Package
• New Spirit of Project Partnering
• Community Outreach
• Delivered Project Ahead of Schedule

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Engineering PennDOT Bridge Software
Be Paid for Content, Not Hours

• Baker-developed Bridge Analysis, Design and
  Rating Software
• Innovative Support and Maintenance Contracting
  Method
• Payments in Advance
• Quarterly Billing
• Baker Holds Exclusive Licensing Agreement to
  Source Code
• Baker Usage Requires No License

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Energy SMARTSM Compliance Management System
Be Paid for Content, Not Hours

• Heightened Focus on HSEC Standards and
  Performance
• Implemented SMARTSM Compliance Management System
  in GOM
• Reduced INCs by 50-65 in 2001
• Significant Cost Savings to Clients

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Engineering USARAK Equipment Inventory
Share Knowledge Resources

• Client U.S. Army Alaska (USARAK)
• Commercial Activities Study at 3 Locations
• Fort Wainwright
• Fort Richardson
• Seward
• Prepare for Privatization of OM Programs
• Project Team from Multiple Offices
• Anchorage
• Coraopolis
• Beaver
• Elmsford
• Fairbanks
• Merrillville
• Communication, Coordination, Information Sharing
  Key to Success

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Energy Applied Technologies
Make Money

• Significant Growth Opportunities in 2001
• Aberdeen Proving Ground CMMS
• BP Deepwater CMMS
• BP Grangemouth/Hull Refinery
• BP Center of Expertise
• Added 62 People
• 50 Revenue Growth / 17 Margins

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Presidents Award Runner-upFunctional Support
Services Group
Make Money

• Travel, Fleet and Mail Services
• Travel
• 3rd Largest Expenditure in 2000 - 8.5 million
• Created Corporate Travel Department (CTD)
• Saved 1.5 Million in 7 Months
• Service Provided on September 11
• Mail
• Established Monthly Postage Account for All
  Offices
• Web-based iShip for Packages
• Available in Beaver Coraopolis
• Reduce Shipping Costs 33
• All Offices in 2002
• Fleet
• Bid Process for Purchases Leases
• Short-Term Agreement with Enterprise
• Fuel and Maintenance Costs
• Total Cost Savings in 2001 - 1.8 million

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2002 Focus

• Balanced Scorecard Planning
• Training
• Branding the Baker Identity
• Acquisitions
• Tax Reduction

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2002 Growth Profitability

• Grow OPCO Model (Organically and Acquisition)
• Chase Customers Not Projects (Marketing Method)
• Expand Engineering U.S. Domestic Geographic
  Presence
• Expand Water/Wastewater Treatment Capability
• Build on Leading Maximo MMS Developer for both
  Public and Private Facilities

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2002 Growth Profitability

• Develop New Generation Web-Enabled
  Competency-based Training for OG Clients
  Worldwide
• Extend Environmental Capabilities Internationally
  Leveraging Energys Relationships and Geographic
  Presence
• Build on Long-standing Alaskan Presence to Extend
  Energys OM Skills into Local Market

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Conclusion
PASSIONCOMMITMENTCHANGESPEED
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leverage
optimize
maximize
Innovate
MICHAEL BAKER CORPORATION
2002 Annual Shareholders Meeting