MICHAEL BAKER CORPORATIONIPAA Oil and Gas Investment Symposium

New York CityApril 28, 2003

Engineering & Energy

Summary / Highlights

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

• 10% Growth Estimated for 2003• Energy Segment Refocused and Aligned With

New Market Dynamics• Record Engineering Backlog at 12/31/02• Leverageable Balance Sheet• Currently Valued at 3x EBITDA

Safe Harbor

Note with respect to Forward-Looking Statements:This presentation of Financial Review and Operations Review

contains forward-looking statements concerning future operations and performance of the Company. Forward-looking

statements are subject to market, operating and economic risks and uncertainties that may cause the Company’s actual results

in future periods to be materially different from any future performance suggested herein. Factors that may cause such differences include, among others: increased competition,

increased costs, changes in general market conditions, changes in industry trends, changes in the regulatory

environment, changes in anticipated levels of government spending on infrastructure, and changes in loan relationships or sources of financing. Such forward-looking statements are

made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.

Note with respect to Forward-Looking Statements:This presentation of Financial Review and Operations Review

contains forward-looking statements concerning future operations and performance of the Company. Forward-looking

statements are subject to market, operating and economic risks and uncertainties that may cause the Company’s actual results

in future periods to be materially different from any future performance suggested herein. Factors that may cause such differences include, among others: increased competition,

increased costs, changes in general market conditions, changes in industry trends, changes in the regulatory

environment, changes in anticipated levels of government spending on infrastructure, and changes in loan relationships or sources of financing. Such forward-looking statements are

made pursuant to the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.

Performance of Core Businesses

$162 $165 $179$203

$228 $244 $242

$43 $55$69

$80

$121

$158 $163

$115 $134$127$150

$42

$72 $45$39

$405

$179$157

$199

$402

$210$205

$349

$248

$283

$189

$0

$100

$200

$300

$400

$500

1992 1993 1994 1995 1996 1997 1998 1999 2000 2001 2002

Dollars in Millions

Engineering Energy

Co

nti

nu

ing

Bu

sin

es

s R

ev

en

ue

Global Reach

Bangkok, ThailandBangkok, Thailand

Abu Dhabi, UAEAbu Dhabi, UAE

London, EnglandLondon, England

Caracas, VenezuelaCaracas, Venezuela

Mexico City, MexicoMexico City, Mexico

Lagos, NigeriaLagos, Nigeria

Pittsburgh, Pa.(Headquarters)Pittsburgh, Pa.(Headquarters)

TrinidadTrinidad

Key Customer Relationships

• Engineering• Engineering• Energy• Energy

Our Strategy

• Maximize …The Growth Potential of the Energy Segment

• Optimize …Our Engineering Segment … Grow Faster Than the Market

• Innovate …Our Service Delivery Methods

• Leverage …The Skills, Resources and Relationships of the Entire Organization

Core Energy Service Offerings

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

Markets and Services

HoustonHouston

LafayetteLafayette

LondonLondon

LagosLagos

CaracasCaracas

BangkokBangkok

AnchorageAnchorageSupply Chain ManagementSupply Chain Management

O&M ServicesO&M Services

ManpowerManpower

TrainingTraining

RecruitingRecruiting

Major and Large Independent Oil & GasU.S. Electric Utilities

Major and Large Independent Oil & GasU.S. Electric Utilities

LOC

ATIO

N

LOC

ATIO

N

SE

RV

ICE

S

SE

RV

ICE

S

CUSTOMERSCUSTOMERS

Abu DhabiAbu Dhabi

Operations EngineeringOperations Engineering

Total Asset ManagementTotal Asset Management

TrinidadTrinidad

AlgeriaAlgeria

Energy Differentiation of ServicesEnergy Differentiation of Services

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

• OPCO® and Total Asset Management (TAM)

• Competency-Based Training and Nationalization Programs

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

• OPCO® and Total Asset Management (TAM)

• Competency-Based Training and Nationalization Programs

Energy Growth DriversEnergy Growth Drivers

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

• Reduced Operating Costs• Increased Revenues• Better Efficiencies

OPCO®

Value CreationShared Savings

Leveraged Economies of Scale

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

Energy Market Dynamics and Transitions

D E E P W A T E R

Energy Market Dynamics and TransitionsGulf of Mexico

• Major and Large Independents Moving from Shelf to Deepwater and/or International

S H E L F

– GenesisGenesis– Horn MountainHorn Mountain– ThunderhorseThunderhorse– AtlantisAtlantis– Mad DogMad Dog– HolsteinHolstein– NakikaNakika– MarlinMarlin– PompanoPompano

D E E P W A T E R

Energy Market Dynamics and TransitionsGulf of Mexico

• Major and Large Independents Moving from Shelf to Deepwater and/or International

S H E L F

Baker’s Deepwater ProjectsBaker’s Deepwater Projects

– PetroniusPetronius– TyphoonTyphoon– NeptuneNeptune– GunnisonGunnison– BoomvangBoomvang– MorpethMorpeth– AlleghenyAllegheny– Canyon StationCanyon Station

Small – Mid-Size

Energy Market Dynamics and TransitionsGulf of Mexico

• Major and Large Independents Moving from Shelf to Deepwater and/or International

• Small and Mid-Size Independents Purchasing Shelf Properties

Energy Market Dynamics and TransitionsGulf of Mexico

D E E P G A S

D E E P W A T E R

• Major and Large Independents Moving from Shelf to Deepwater and/or International

• Small and Mid-Size Independents Purchasing Shelf Properties

• Some Majors and Large Independents Returning to Shelf for Deep Gas

Energy Market Dynamics and TransitionsOnshore Opportunities

OPCO OPCO

OPCO

San Juan Basin

Panhandle

Permian Basin

• Major and Large Independents Moving from Shelf to Deepwater and/or International

• Small and Mid-Size Independents Purchasing Shelf Properties

• Some Majors and Large Independents Returning to Shelf for Deep Gas

• Onshore Presents New Opportunities for OPCO

– Huber Panhandle Contract– Concentration of Assets in

Key Areas

Energy Market Dynamics and TransitionsInternational Opportunities

TrinidadTrinidad

AlgeriaAlgeria

ChadChad

NigeriaNigeria

AngolaAngola

Target Business ModelTarget Business Model

72.00% 70.0%76.0%

40.0%

28.0% 24.0%30.0%

60.0%

0.0%

25.0%

50.0%

75.0%

100.0%

2000 2001 2002 Targets

% o

f E

ne

rgy

To

tal C

on

tra

ct

Re

ve

nu

es

OPCO All Other Services (Dom. & Int'l.)

OPCO/TAM@ 10-14%Margins

All Others@ 5-8%Margins

The Energy Value StepsThe Energy Value Steps

Ops. Eng.

Training

Contract Labor

Supply Chain Management

OPCO / TAMV

AL

UE

TIME

Core Engineering Service OfferingsCore 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

• Transportation Engineering Services– Highways– Bridges (Structures)– Program Management– Asset Management

• Civil InfrastructureServices– DoD / Federal Markets– Water/Waste Water– Cold Region Pipelines– Asset Management

Federal Budget ImpactFederal Budget Impact

1999 2000 2001 2002 2003 (E) 2004 (E)

?

Transportation Funding (Highways, Transit, Aviation)

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

TEA-21 Reauthorization

• Baker Strengths: Highways, Bridges, Transit, Aviation

• Baker Strengths: CCMP, DoD, FEMA, Pipelines (OPS), Aviation (TSA)

2003 Outlook – Engineering

• Continuing to Win Transportation Work– New Jersey DOT – Bridge Design– Mississippi DOT – CM & I– Colorado Springs BRT Corridor Study– Piedmont (NC) Aviation Authority

• Department of Defense– U.S. Army Communications – Electronics

Command ID/IQ– 8 Contracts with U.S. Coast Guard and

Corps of Engineers– 2 ID/IQ Contracts with U.S. Navy– TAC - Afghanistan

2003 Outlook – Engineering (Con’t.)

• Homeland Security– INS– Coast Guard– FEMA

2003 Outlook – Engineering (Con’t.)

Financial Review

Engineering & Energy

Total Contract Revenues

$390.7$403.2 $405.3

$228.4$243.6 $242.6

$120.7

$158.2 $162.6

$0

$50

$100

$150

$200

$250

$300

$350

$400

$450

Total Reported Engineering Energy2000 2001 2002

$405.2$405.2$401.8$401.8

$349.1$349.1

(in millions)

Income From Operations

$10.7

$20.4

$17.2

$11.5

$12.7

$10.3

$8.1

$10.1

$6.6

$0

$5

$10

$15

$20

$25

Total Reported Engineering Energy

2000 2001 2002

$16.9$16.9

$22.8$22.8

$19.6$19.6

(in millions)

Operating Performance

2000 2001 2002TOTAL CONTRACT REVENUES

Total Reported $390,710 $403,222 $405,264Less Non-Core 41,625 1,372 50

ENERGY 120,708 158,236 162,612ENGINEERING 228,377 243,614 242,602

Total Core $349,085 $401,850 $405,214

TOTAL OPERATING INCOME (Pre-Corp. O/H)Total Reported $17,543 $31,436 $28,207

ENERGY 9,754 12,836 9,494% of Energy Revenues 8.1% 8.1% 5.8%ENGINEERING 15,114 17,668 14,800% of Engineering Revenues 6.6% 7.3% 6.1%

Total Core $24,868 $30,504 $24,294

(in thousands)

Balance Sheet

2000 2001 2002ASSETSCash $9.1 $18.5 $9.9Short-Term Investment 9.0 - -A/R 67.7 67.6 65.7Cost in Excess of Billing 20.5 25.3 29.7

PP&E 10.1 10.3 17.5Intangibles 10.8 9.8 9.5Other 10.2 20.1 12.8

$137.4 $151.6 $145.1LIABILITIESCurrent Portion LTD 2.2 - -Trade A/P 25.7 21.9 20.4Accrued Other 59.1 68.2 53.3

Long-Term Debt 0.1 - -

Owners’ Equity 50.3 61.5 71.4$137.4 $151.6 $145.1

(in millions)

Cash Flow

2000 2001 2002

NET INCOME $5.4 $11.2 $9.6Depreciation & Amortization 7.1 5.2 4.0Other (0.1) 3.2 (22.7)

Cash Provided by/(Used in) Operations 12.4 19.6 (9.1)

Capital Expenditures (2.9) (4.1) (11.4)Acquisition/(Investments) (9.0) 9.0 (1.0)Receipt/(Funding) of Litigation Escrow - (12.7) 12.3Share Repurchase - (0.4) -Proceeds from Sale of Assets/Stock Options 15.0 0.3 0.6Net Borrowings/(Repayments) (10.1) (2.3) -

Net Increase (Decrease) in Cash $5.4 $9.4 $(8.6)

(in millions)

Earnings Per Share

2000 2001 2002Reported

EPS $.65 $1.33 $1.12

Pro Forma EPSCore Operating Income 24,868 30,504 24,294Less Corporate Overhead (6,818) (11,058) (10,980)Operating Income 18,050 19,446 13,314

Tax Rate 51.0% 45.5% 45.0%Provisions for Income Tax 9,206 8,848 5,991

Net Income 8,844 10,598 7,323

Outstanding Shares (Diluted) 8,238 8,425 8,515

PRO FORMA EPS $1.07 $1.26 $0.86

Stock Performance (24 Months)

$10.00

$13.60$14.25$14.00

$15.00$15.20 $15.48

$14.90

$13.38

$12.26

$12.70

$14.00$13.85

$11.55

$15.00$14.25

$13.75

$10.30

$10.00$9.78

$10.95

$8.60

$8.65

$8.62

$8.66

$0.00

$2.00

$4.00

$6.00

$8.00

$10.00

$12.00

$14.00

$16.00

Closing Share Price

Financial Highlights

• Added 8 New Institutional Holders

• Added to Russell 2000®

• Reactivated Stock Repurchase Program in 1st QTR, 2003

• Implemented Certain Modules of a New Enterprise Resource Planning (ERP) System

Our Strategy

• Maximize …The Growth Potential of the Energy Segment

• Optimize …Our Engineering Segment … Grow Faster Than the Market

• Innovate …Our Service Delivery Methods

• Leverage …The Skills, Resources and Relationships of the Entire Organization

ConclusionConclusion• Energy Segment Refocused and Aligned With New

Market Dynamics

• Rapidly Changing Energy Market Favoring Increased Outsourcing

• Record Engineering Backlog at 12/31/03

• Transportation Infrastructure and DoD/Federal Markets Providing Significant Opportunity

• Leverageable Balance Sheet

• Currently Valued at 3x EBITDA

• Energy Segment Refocused and Aligned With New Market Dynamics

• Rapidly Changing Energy Market Favoring Increased Outsourcing

• Record Engineering Backlog at 12/31/03

• Transportation Infrastructure and DoD/Federal Markets Providing Significant Opportunity

• Leverageable Balance Sheet

• Currently Valued at 3x EBITDA

MICHAEL BAKER CORPORATIONIPAA Oil and Gas Investment Symposium

New York CityApril 28, 2003

Engineering & Energy