Michael Baker Corporation

1
Engineering Energy
MICHAEL BAKER CORPORATION
The Seventh Oil and Gas Conference August 6, 2002
2
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.
3
Summary / Highlights

• Record Earnings in 2001
• Focused on Two Segments
• Energy and Engineering
• Leader in Professional Services
• Oil Gas Production OM
• Transportation and Civil Infrastructure
  Engineering
• Positioned to Accelerate Revenue and Margin
  Growth, Led by Energy Segment
• Debt-free, Leverageable Balance Sheet
• Recent Addition to Russell 2000
• Currently Valued at 5x EBITDA

4
Decade of Performance
5
Global Reach
London, England
Pittsburgh, Pa. (HQ)
Abu Dhabi, UAE
Mexico City, Mexico
Lagos, Nigeria
Bangkok, Thailand
Caracas, Venezuela
6
Key Customer Relationships

• Engineering

• Energy

7
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

8
Core Energy Service Offerings

• Oil Gas
• Operations Maintenance
• Operations Engineering
• Competency-Based Training
• Supply Chain Management
• Total Asset Management

9
Markets and Services
Total Asset Management
Houston
Lafayette
Supply Chain Management
Anchorage
OM Services
London
Manpower
Lagos
LOCATION
SERVICES
Training
Caracas
Recruiting
Bangkok
Operations Engineering
Abu Dhabi
CUSTOMERS
Major and Large Independent Oil Gas U.S.
Electric Utilities and I.P.P.
10
Differentiation of Services

• Energy
• OPCOSM
• Integrated Services and Solutions for Global OG
  Upstream Production Operations
• Competency-Based Training and Nationalization
  Programs

11
Energy Growth Drivers
OPCOSM
Client
Baker

• Fixed Fee Income
• Annual Performance Bonus
• Shared Cost Savings

• Reduced Operating Costs
• Increased Revenues
• Better Efficiencies

• Flexibility
• Reliability
• Innovation
• Asset Utilization
• Information
• Regulatory Compliance
• Safety

Value Creation Shared Savings Leveraged Economies
of Scale
12
Our OPCO Potential Market
13
Our OPCO-Served Market
14
OPCO Diffusion Curve
Early Adopters
Early Majority
Late Majority
Laggards
15
Target Business Model
All Others _at_ 5-8 Margins
OPCO _at_ 11-15 Margins
16
Deepwater Opportunities

• Largest Supplier of Manpower to Deepwater GOM
• Ops Engineering Support to New Facilities
  Worldwide

17
Alliances

• Training

• Supply Chain Management

• Total Asset Management

18
The Energy Value Steps
Total Asset Management

Supply Chain Management

OPCO

VALUE
Contract Labor

Training

Ops. Eng.
TIME
19
Core Engineering Service Offerings

• Transportation Engineering Services
• Highways
• Bridges (Structures)
• Program Management
• Asset Management
• Civil InfrastructureServices
• DoD / Federal Markets
• Water/Waste Water
• Cold Region Pipelines
• Asset Management

20
Federal Budget Impact
Transportation Funding (Highways, Transit,
Aviation)

• Baker Strengths Highways, Bridges, Transit,
  Aviation

Funding Redirects (Homeland Security, Emergency
Response, FEMA, EPA, INS, etc.)

• Baker Strengths CCMP, DoD, FEMA

?
?
TEA-21 Reauthorization
21
Acquisition Growth Opportunities

• Geographic and Capacity Expansion
• Energy Opportunities
• Engineering Opportunities
• Additional Capabilities
• Energy
• Training Program Development
• Maintenance Management Systems
• Engineering
• Water/Wastewater
• Asset Management

22
Total Revenues
420-430m
Energy
23
Total Revenues
Q2/Q2 Total Reported/Engineering/Energy Revenues
42.9
41.4
28.8
56.1
61.9
61.3
Energy
24
Operating Performance(in Thousands of )
Adjusted for 1 Million Non-Recurring Charge
25
Operating Performance (Q2/Q2)(in Thousands of )
26
Cash Flow(in millions of )
27
Balance Sheet(in millions of )
28
EPS Growth
29
Stock Performance (24 mos.)
30
Ownership

• Top Holders Shares
• Baker ESOP 3,247,039
• Lord Abbett Co. 644,203
• Dimensional Fund Advisors 479,914
• Goldman Sachs 409,400
• Corbyn Investment Management 263,737
• Paradigm Capital Management 240,500
• Munder Capital Management
  195,500
• Tontine Management L.L.C.
  156,800
• Emerald Advisers 132,800
• Wellington Management
  100,800

31
Financial Highlights

• Eliminated Series B Super Voting Shares
• Secured 40 Million Credit Facility
• Added 7 New Institutional Holders
• Added to Russell 2000
• Litigation Escrow Released

32
Conclusion

• Energy Market Conditions Catalyst for Above
  Average Growth
• Transportation Infrastructure and DoD/Federal
  Markets Providing Substantial Opportunity
• Debt-free, Leverageable Balance Sheet
• Currently Valued at 5x EBITDA

33
Engineering Energy
MICHAEL BAKER CORPORATION
The Seventh Oil and Gas Conference August 6, 2002