Investor Relations PresentationInvestor Relations Presentation

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MICHAEL BAKER CORPORATIONMICHAEL BAKER CORPORATION2001200120012001

2001 Safe HarborSafe 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, 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.

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, 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.

2001 Summary / HighlightsSummary / Highlights

Leader in Professional Services Oil & Gas Production O&M Transportation and Civil Infrastructure Engineering

Positioned to Accelerate Margin Growth, Led by Energy Segment

Focused on Two Segments with New Management Team in Place

Recognized Expertise in Transportation, Pipeline and Power Generation Markets

Under-followed Micro Cap Valued at 4x EBITDA

Leader in Professional Services Oil & Gas Production O&M Transportation and Civil Infrastructure Engineering

Positioned to Accelerate Margin Growth, Led by Energy Segment

Focused on Two Segments with New Management Team in Place

Recognized Expertise in Transportation, Pipeline and Power Generation Markets

Under-followed Micro Cap Valued at 4x EBITDA

2001 Decade of PerformanceDecade of PerformanceDecade of PerformanceDecade of Performance

$134$150

$162 $165$179

$203

$228

$45$39

$43$55

$69

$80

$121

$157

$199 $205$210

$248

$349

$127

$93

$115

$86

$72

$42

$43$41

$179$189

$283

$136$127

$0

$100

$200

$300

$400

1990 1991 1992 1993 1994 1995 1996 1997 1998 1999 2000

Dollars in Millions

Engineering Energy

Co

nti

nu

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Bu

sin

es

s R

ev

en

ue

2001 Core Energy Service OfferingsCore Energy Service Offerings Oil & Gas

Operations & Maintenance Competency-Based Training Operations Engineering Supply Chain Management

Oil & Gas Operations & Maintenance Competency-Based Training Operations Engineering Supply Chain Management

Power Operations & Maintenance New Equipment Installation Outage Planning/Overhauls Engineering / Start-up Assistance

Power Operations & Maintenance New Equipment Installation Outage Planning/Overhauls Engineering / Start-up Assistance

2001 Differentiation of ServicesDifferentiation of Services Energy

Integrated Services and Solutions for Global O&G Upstream Production Operations

Competency-Based Training and Nationalization Programs

OPCOSM

Energy Integrated Services and Solutions for Global

O&G Upstream Production Operations Competency-Based Training and

Nationalization Programs OPCOSM

2001 OPCOOPCOSMSMOPCOOPCOSMSM

OPCO Integrated Decision-makingin Production Operations

OPCO Integrated Decision-makingin Production Operations

Idea Explore Construct Develop Produce Monetize

Management Operations

Maintenance

Supply ChainManagement

Human Resources

Training & Development

HS&E

Network Growth

Production Operations Functions and Critical Decisions

Production Operations Functions and Critical Decisions

OPCO

2001 Growth DriversGrowth Drivers

$4 bil. Total GOM Market$4 bil. Total

GOM Market

10% GOM OutsourcedO&M Market

10% GOM OutsourcedO&M Market

Outsourcing TrendsOutsourcing Trends

$? bil. Total Int’l. Market$? bil. Total Int’l. Market

?% Int’l. OutsourcedO&M Market

?% Int’l. OutsourcedO&M Market

GOMGOM

InternationalInternational

2001 Growth DriversGrowth Drivers Energy

Outsourcing and Industry Growth Commitments of Major and Independent Oil and Gas Producers

Political and Economic Requirements to Develop Nationalized Workforce

Favorable Environment for Fossil Fuel Sources

Bush Administration Energy Proposal

Deregulation of Electric Power Industry

Energy Outsourcing and Industry Growth Commitments

of Major and Independent Oil and Gas Producers

Political and Economic Requirements to Develop Nationalized Workforce

Favorable Environment for Fossil Fuel Sources

Bush Administration Energy Proposal

Deregulation of Electric Power Industry

2001 Energy Growth DriversEnergy Growth Drivers

OPCOOPCOSMSM

ClientClient

BakerBakerVALUE CREATIONVALUE CREATIONSHARED SAVINGSSHARED SAVINGS

LEVERAGED LEVERAGED ECONOMIES of SCALE ECONOMIES of SCALE

Fixed Fee IncomeAnnual Performance Bonus

Sharing Cost Savings

Reduced Operating Costs

Increased RevenuesIncreased RevenuesIncreased EfficiencyIncreased Efficiency

2001 Our Potential MarketOur Potential Market

2001 Our Served MarketOur Served Market

2001 OPCOOPCOSMSMOPCOOPCOSMSM

Top Producers in the GOMTop Producers in the GOM

0

50,000

100,000

150,000

200,000

250,000

300,000

350,000

Top Producers

Av

g. B

OE

D a

s R

ep

ort

ed

to

MM

S, 1

99

9

OPCO Total Operated ProductionOPCO Total Operated Production

2001 eOPSeOPSeOPSeOPS

Fully-Integrated, Operations and Maintenance System

for Upstream Energy Industry

Alliance: Baker - Content SAIC - Technology, Telecom and Knowledge Management Deloitte - Planning, Strategy and Analysis

Global Market - $160 Billion

Benefits Shortened Cycle Time Improved Operating Performance Lower Cost of Operation Greater Asset Return

Fully-Integrated, Operations and Maintenance System

for Upstream Energy Industry

Alliance: Baker - Content SAIC - Technology, Telecom and Knowledge Management Deloitte - Planning, Strategy and Analysis

Global Market - $160 Billion

Benefits Shortened Cycle Time Improved Operating Performance Lower Cost of Operation Greater Asset Return

2001 Energy - Recent ContractsEnergy - Recent Contracts

Chevron (Thailand) 5 YR. $25mBurlington Resources 3 YR. $60m

El Paso Production 3 YR. $64m

Nigeria LNG Limited 3 YR. $10m

BP (Various) $5m

Magnum Hunter >$1m

Panaco >$1m

EnerVest >$1m

Mitsubishi Heavy Industries

Sonatrach

Chevron (Thailand) 5 YR. $25mBurlington Resources 3 YR. $60m

El Paso Production 3 YR. $64m

Nigeria LNG Limited 3 YR. $10m

BP (Various) $5m

Magnum Hunter >$1m

Panaco >$1m

EnerVest >$1m

Mitsubishi Heavy Industries

Sonatrach

CLIENT INITIAL TERM INITIAL CVCLIENT INITIAL TERM INITIAL CV

2001Core Engineering Service OfferingsCore Engineering Service Offerings

Transportation Engineering Services Highways Bridges (Structures) Airports

Civil InfrastructureServices Cold Region Pipelines Water/Waste Water Power / Utilities

Transportation Engineering Services Highways Bridges (Structures) Airports

Civil InfrastructureServices Cold Region Pipelines Water/Waste Water Power / Utilities

2001 Alignment of ServicesAlignment of Services Engineering

Large Infrastructure Design Market Presence

17th Transportation 19th Highways 12th Bridges 23rd Airports

Engineering Large Infrastructure Design Market Presence

17th Transportation 19th Highways 12th Bridges 23rd Airports

2001 Growth DriversGrowth Drivers

Transportation: TEA-21Transportation: TEA-21

Baker OfficeBaker Office

Ranking TEA-21 Funded StatesRanking TEA-21 Funded States

1st

2nd

3rd

4th

8th12th

11th

23rd

35th

22nd

29th

Source: Projected TEA-21 Apportionments 1998-2003, ENR (08/00)Source: Projected TEA-21 Apportionments 1998-2003, ENR (08/00)

6th

7th

9th

10th

5th

2001 Growth DriversGrowth Drivers

Transportation: TEA-21Transportation: TEA-21

Source: Federal Highway Administrations, U.S. Department of Transportation

Total Federal AuthorizationsTotal Federal Authorizations

$39.8$38.7$37.8$36.7

$0

$5

$10

$15

$20

$25

$30

$35

$40

$45

2000 2001 (E) 2002 (E) 2003 (E)

$ in

bil

lio

ns

2001 Growth DriversGrowth Drivers

Baker OfficeBaker Office

Ranking AIR-21 Funded StatesRanking AIR-21 Funded States

1st

2nd

4th

5th

8th

6th

13th

34th

7th

9th

10th(Tied)

10th(Tied)

Source: Annual Airport Grant Entitlement Funds, ENR (08/00)Source: Annual Airport Grant Entitlement Funds, ENR (08/00)

14th

18th

Transportation: AIR-21Transportation: AIR-21

3rd

2001 Growth DriversGrowth Drivers

Transportation: AIR-21Transportation: AIR-21

Source: U.S. Department of TransportationSource: U.S. Department of Transportation

AuthorizedEnacted1999

Enacted2000 2001 2002 2003

‘01-’03Total

Operations 5.5 5.9 6.6 6.9 7.4 20.8Airport Improvement Program (AIP) 1.95 1.9 3.2 3.3 3.4 9.9

Facilities & Equipment 2.1 2.1 2.7 2.9 3.0 8.6Research, Engineering & Development

(RE&D).150 .156 .237 .249 .255 .741

FAA Total Budget Resources 9.8 10.0 12.7 13.4 14.0 40.0

AuthorizedEnacted1999

Enacted2000 2001 2002 2003

‘01-’03Total

Operations 5.5 5.9 6.6 6.9 7.4 20.8Airport Improvement Program (AIP) 1.95 1.9 3.2 3.3 3.4 9.9

Facilities & Equipment 2.1 2.1 2.7 2.9 3.0 8.6Research, Engineering & Development

(RE&D).150 .156 .237 .249 .255 .741

FAA Total Budget Resources 9.8 10.0 12.7 13.4 14.0 40.0

AIR-21 Conference Agreement Funding Levels ‘01-’03Compared to FY 2000 Enacted Level

($ in billions)

AIR-21 Conference Agreement Funding Levels ‘01-’03Compared to FY 2000 Enacted Level

($ in billions)

2001 Growth DriversGrowth Drivers

Cold Regions Expertise Trans-Alaska Pipeline Alpine Extension - Colville River Sakhalin Island Alas-Can Project

Cold Regions Expertise Trans-Alaska Pipeline Alpine Extension - Colville River Sakhalin Island Alas-Can Project

Oil & Gas PipelinesOil & Gas Pipelines

2001 Competitive Barriers to EntryCompetitive Barriers to Entry Energy

Customer Relationships Content and Information Delivery Systems Implementation/Delivery Capability OPCO Network

Engineering Alignment of Services to Meet Customer

Needs Long-Term Relationships

Energy Customer Relationships Content and Information Delivery Systems Implementation/Delivery Capability OPCO Network

Engineering Alignment of Services to Meet Customer

Needs Long-Term Relationships

2001 Key Customer RelationshipsKey Customer Relationships

Engineering Engineering Energy Energy

2001 ““Blur the Segments”Blur the Segments”““Blur the Segments”Blur the Segments”

O&MO&MO&MO&M

Engineering DesignEngineering DesignEngineering DesignEngineering Design

GIS Database --GIS Database --Facilities ManagementFacilities ManagementGIS Database --GIS Database --Facilities ManagementFacilities Management

CMMS ImplementationCMMS ImplementationCMMS ImplementationCMMS Implementation

O&MO&MO&MO&M

Environmental AssessmentEnvironmental Assessmentand Designand DesignEnvironmental AssessmentEnvironmental Assessmentand Designand Design

Alaska

Aberdeen

Nigeria

2001Acquisition Growth OpportunitiesAcquisition Growth Opportunities

Geographic and Capacity Expansion Energy Opportunities Engineering Opportunities

Additional Capabilities Energy

Training Program Development Maintenance Management Systems

Engineering Power Water/Wastewater Asset Management

Geographic and Capacity Expansion Energy Opportunities Engineering Opportunities

Additional Capabilities Energy

Training Program Development Maintenance Management Systems

Engineering Power Water/Wastewater Asset Management

2001 Total RevenuesTotal RevenuesTotal RevenuesTotal Revenues

$521.3

$390.7

$506.0

$400.0

$247.0

$281.9

$348.7

$0

$100

$200

$300

$400

$500

$600

1998 1999 2000 2001 (E)

Do

llars

in M

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Revenues Engineering Energy

2001 RevenuesRevenuesRevenuesRevenues

$108.3$92.6

$115.1

$92.1

$83.2

$62.9

$0

$25

$50

$75

$100

$125

$150

1999 2000 2001

Do

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Revenues Engineering Energy

Q1/Q1 Total Reported/Engineering/Energy RevenuesQ1/Q1 Total Reported/Engineering/Energy Revenues

$19.3$19.3

$43.6$43.6

$25.6$25.6

$57.6$57.6

$35.1$35.1

$57.0$57.0

2001 Operating PerformanceOperating Performance(in Thousands of $)(in Thousands of $)

Operating PerformanceOperating Performance(in Thousands of $)(in Thousands of $)

‘98 ‘99 ‘00 TOTAL CONTRACT REVENUES

Total Reported $521,271 $506,012 $390,710

Less Non-Core 274,249 224,132 42,018

ENERGY 68,607 80,158 120,708

ENGINEERING 178,414 201,722 227,984

Total Core 247,021 281,880 348,692

TOTAL OPERATING INCOME (Pre-Corp. O/H and I/C Ins. Premiums)Total Reported 7,075 (511) 17,543

% 1.4% -.1% 4.5%

ENERGY 5,297 9,314

% 7.7% 6.8% 7.7%

ENGINEERING 13,796 13,356 16,783

% 7.7% 6.6% 7.4%

Total Core $19,093 $18,827 $26,097

% 7.7% 6.7% 7.5%

‘98 ‘99 ‘00 TOTAL CONTRACT REVENUES

Total Reported $521,271 $506,012 $390,710

Less Non-Core 274,249 224,132 42,018

ENERGY 68,607 80,158 120,708

ENGINEERING 178,414 201,722 227,984

Total Core 247,021 281,880 348,692

TOTAL OPERATING INCOME (Pre-Corp. O/H and I/C Ins. Premiums)Total Reported 7,075 (511) 17,543

% 1.4% -.1% 4.5%

ENERGY 5,297 9,314

% 7.7% 6.8% 7.7%

ENGINEERING 13,796 13,356 16,783

% 7.7% 6.6% 7.4%

Total Core $19,093 $18,827 $26,097

% 7.7% 6.7% 7.5%

Adjusted for $1 Million Non-Recurring ChargeAdjusted for $1 Million Non-Recurring Charge

5,471

2001 Operating Performance (Q1/Q1)Operating Performance (Q1/Q1)(in Thousands of $)(in Thousands of $)

Operating Performance (Q1/Q1)Operating Performance (Q1/Q1)(in Thousands of $)(in Thousands of $)

‘99 ‘00 ‘01 TOTAL CONTRACT REVENUES

Total Reported $115,118 $108,295 $92,623

Less Non-Core 52,234 25,096 456

ENERGY 19,348 25,567 35,150

ENGINEERING 43,536 57,632 57,017

Total Core 62,884 83,199 92,167

TOTAL OPERATING INCOME (Pre-Corp. O/H and I/C Ins. Premiums)Total Reported 2,572 5,563 6,484

% 2.2% 5.1% 7.0%

ENERGY 1,466 1,608 2,696

% 7.6% 6.3% 7.7%

ENGINEERING 2,544 3,787 3,714

% 5.8% 6.6% 6.5%

Total Core $4,010 $5,395 $6,410

% 6.4% 6.5% 7.0%

‘99 ‘00 ‘01 TOTAL CONTRACT REVENUES

Total Reported $115,118 $108,295 $92,623

Less Non-Core 52,234 25,096 456

ENERGY 19,348 25,567 35,150

ENGINEERING 43,536 57,632 57,017

Total Core 62,884 83,199 92,167

TOTAL OPERATING INCOME (Pre-Corp. O/H and I/C Ins. Premiums)Total Reported 2,572 5,563 6,484

% 2.2% 5.1% 7.0%

ENERGY 1,466 1,608 2,696

% 7.6% 6.3% 7.7%

ENGINEERING 2,544 3,787 3,714

% 5.8% 6.6% 6.5%

Total Core $4,010 $5,395 $6,410

% 6.4% 6.5% 7.0%

2001

‘98 ‘99 ‘00

Net Income $(2.4) $(8.2) $5.4 Depreciation & Amortization 5.0 7.4 7.1 Other (4.0) 1.9 (0.1)

Cash from Operations (1.4) 1.1 12.4

Capital Expenditures (10.6) (5.3) (2.9)Acquisition/Investments (.8) (4.9) (9.0)Share Repurchase (.8) - -Proceeds from Sale of Assets/Stock Options - - 15.0NET Borrowings (Repayments) 2.7 7.8 (10.1)

NET Increase (Decrease) in Cash $(10.9) $(1.3) $5.4

‘98 ‘99 ‘00

Net Income $(2.4) $(8.2) $5.4 Depreciation & Amortization 5.0 7.4 7.1 Other (4.0) 1.9 (0.1)

Cash from Operations (1.4) 1.1 12.4

Capital Expenditures (10.6) (5.3) (2.9)Acquisition/Investments (.8) (4.9) (9.0)Share Repurchase (.8) - -Proceeds from Sale of Assets/Stock Options - - 15.0NET Borrowings (Repayments) 2.7 7.8 (10.1)

NET Increase (Decrease) in Cash $(10.9) $(1.3) $5.4

Cash Flow(in millions of $)

Cash Flow(in millions of $)

2001

‘98 ‘99 ‘00 ASSETS Cash $5.0 $3.7 $9.1Short-Term Investment - - 9.0A/R 82.7 77.4 68.0Cost in Excess of Billing 22.4 20.8 16.1

PPE 17.5 17.1 10.1Intangibles 7.5 14.6 10.8Other 16.8 15.6 10.2

151.9 149.2 133.3LIABILITIES Current Prt LTD .8 3.5 2.2Trade A/P 43.4 28.9 25.7Accrued Other 51.7 57.1 55.0

Long Term Debt 3.1 14.9 0.1

Owners’ Equity 52.9 44.8 50.3 $151.9 $149.2 $133.3

‘98 ‘99 ‘00 ASSETS Cash $5.0 $3.7 $9.1Short-Term Investment - - 9.0A/R 82.7 77.4 68.0Cost in Excess of Billing 22.4 20.8 16.1

PPE 17.5 17.1 10.1Intangibles 7.5 14.6 10.8Other 16.8 15.6 10.2

151.9 149.2 133.3LIABILITIES Current Prt LTD .8 3.5 2.2Trade A/P 43.4 28.9 25.7Accrued Other 51.7 57.1 55.0

Long Term Debt 3.1 14.9 0.1

Owners’ Equity 52.9 44.8 50.3 $151.9 $149.2 $133.3

Balance SheetBalance Sheet(in millions of $)(in millions of $)

Balance SheetBalance Sheet(in millions of $)(in millions of $)

2001 EPS GrowthEPS GrowthEPS GrowthEPS Growth‘98 ‘99 ‘00

Reported EPS $(.30) $(1.00) $.65

Pro Forma EPSCore Operating Income $19,093 $17,827 $26,097Less Corporate Overhead (8,744) (7,664) (7,715) Operating Income 10,349 10,163 18,382

Provision for Income Taxes(47% Rate for 1998 & 1999 and51% Rate for 2000) (4,864) (4,777) (9,375)

5,485 5,386 9,007

Pro Forma EPS $.67 $.66 $1.09

‘98 ‘99 ‘00 Reported

EPS $(.30) $(1.00) $.65

Pro Forma EPSCore Operating Income $19,093 $17,827 $26,097Less Corporate Overhead (8,744) (7,664) (7,715) Operating Income 10,349 10,163 18,382

Provision for Income Taxes(47% Rate for 1998 & 1999 and51% Rate for 2000) (4,864) (4,777) (9,375)

5,485 5,386 9,007

Pro Forma EPS $.67 $.66 $1.09

2001 Estimate: $1.25 - $1.302001 Estimate: $1.25 - $1.30

2001 OwnershipOwnership

Holders Shares

Baker ESOP 3,420,821

Goldman Sachs Asset Management 720,900

Lord, Abbett & Co. 525,200

Dimensional Fund Advisors Inc. 478,214

Seacor Smit, Inc. 340,000

Management/Insiders 296,445

Pennsylvania Public School ERS 236,400

Corbyn Investment Management 141,600

Holders Shares

Baker ESOP 3,420,821

Goldman Sachs Asset Management 720,900

Lord, Abbett & Co. 525,200

Dimensional Fund Advisors Inc. 478,214

Seacor Smit, Inc. 340,000

Management/Insiders 296,445

Pennsylvania Public School ERS 236,400

Corbyn Investment Management 141,600

2001 ConclusionConclusion Leader in:

Oil & Gas Production O&M Transportation and Civil Infrastructure

Engineering Energy Market Conditions Catalyst for

Significant Growth Investment in Transportation Infrastructure

Providing Substantial Opportunity Debt-free, Leverageable Balance Sheet Under-followed Micro Cap Valued at 4x

EBITDA

Leader in: Oil & Gas Production O&M Transportation and Civil Infrastructure

Engineering Energy Market Conditions Catalyst for

Significant Growth Investment in Transportation Infrastructure

Providing Substantial Opportunity Debt-free, Leverageable Balance Sheet Under-followed Micro Cap Valued at 4x

EBITDA

Investor Relations PresentationInvestor Relations Presentation

e ngineeringe ngineeringe ngineeringe ngineering

e nergye nergye nergye nergyandandandand

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MICHAEL BAKER CORPORATIONMICHAEL BAKER CORPORATION2001200120012001