MICHAEL BAKER CORP - FORM 8-K - EX-99.1

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Combining Capabilities …

Expanding Services…

Enhancing Success

Baker/RBF Transaction Overview

Presented by

Brad Mallory, President & CEO, Michael Baker Corporation

Mike Zugay, EVP & CFO, Michael Baker Corporation

Exhibit 99.1

Safe Harbor

Note with respect to Forward-Looking Statements:

This presentation

contains forward-looking statements concerning our future operations and

performance. Forward-looking statements are subject to market, operating and

economic risks and uncertainties that may cause our actual results in future

periods to be materially different from any future performance suggested herein.

Factors that may cause such differences include, among others: the events

described in the “Risk Factors”

section of our 2010 Form 10-K; increased

competition; increased costs; changes in general market conditions; changes in

industry trends; changes in the regulatory environment; changes in our

relationship and/or contracts with the Federal Emergency Management Agency

(“FEMA”); changes in anticipated levels of government spending on

infrastructure, including the Safe, Accountable, Flexible, Efficient Transportation

Equity Act-A Legacy for Users (“SAFETEA-LU”); changes in loan relationships

or sources of financing; changes in management; changes in information

systems; and divestitures and acquisitions. Such forward-looking statements are

made pursuant to the Safe Harbor Provisions of the Private Securities Litigation

Reform Act of 1995.

Baker & RBF: At a Glance

Effective October 1, 2011

Ideal Fit with Baker’s Growth Strategy

Culture

Strategic –

Geographic and

Services/Capabilities

Creates a National Planning, Design and

Construction Services firm

RBF Business Profile

Founded in 1944

Headquartered in Irvine, CA

2010 Revenues approx. $103 mil.

Over $90 mil. Backlog at 8/31/11

Approx. 540 Employees

17 Locations in CA, NV and AZ

Practice Areas

Land Development

Planning

Public Works

Survey

Water Resources

Surface Water

Construction Management

Surface Water /

Watershed Mgmt

Environmental

(Planning, Environmental

Documentation, Urban Design

and Natural Resources)

15%

Transportation

31%

Water /

Wastewater

22%

Urban Development

(Private and

Government)

20%

62%

Infrastructure

Energy

2010 RBF Revenues by Sector

(Dollars in millions)

Market Comparison

Primary Markets

BAKER

RBF

Architecture

Aviation

Defense

Environmental

Geospatial

Homeland Security

Municipal & Civil

Oil & Gas

Rail & Transit

Telecom & Utilities

Transportation

Water

ENR Rankings Comparison

ENR Category (2011)

BAKER

RBF

Combined

(1)

Top 500 Design

#31

#104

#26

Top 100 “Pure Designers”

#14

#72

#10

Top 50 Transportation

#11

Not Ranked

#10

Top 50 Water Supply

#15

#35

#12

Top 50 Sewerage and Solid

Waste

Not Ranked

#47

#32

(1)

Combined rankings estimated based on data published in 2011 Engineering New Record (ENR) Top 500 Design Firms and Top Design Firms Sourcebook.

Combined National Footprint

RBF Consulting Location

Legacy Baker Location

LPA Group Location

Contribution to Baker’s Strategic Intent

Be a strongly profitable…

RBF’s Profit Margins are similar to Baker’s

ENR Top 20 firm in design…

Combined Baker/RBF Ranking #26

and construction management by 2014…

RBF would contribute additional revenue towards Program

Management/Construction Management

through organic growth and acquisitions…

Fulfills another significant piece of our acquisition strategy

employing client-focused teams to deliver innovative and sustainable

planning, design, and management solutions…

RBF believes “Quality service is the rule and the client comes first”

throughout the United States and in targeted international markets.

RBF positions Baker strongly on the West Coast and provides additional

capabilities to pursue select International projects

Strategic Advantages

Adds a West Coast platform for Baker’s services

Adds world class Water Resources and Treatment

Capabilities, including Desalination expertise

Positions Baker to capitalize on an upturn in the

Land Development and Urban Development Markets

Adds further diversification to Baker’s mix of clients

and end markets, particularly in the Private Sector

Positions Baker to further expand its Defense

services to the U.S. Navy

Leveraging the Combined Organization

will Accelerate Growth

Expands and Enhances

Technical Expertise and

Experience

Provide a Larger, More Stable

Platform for Risk Management

Take-on Larger, More Complex

Challenges

Penetrate New Clients with

Existing Skills

Realizing the

Potential Value

of the Combined

Organization

Financial Highlights

A purchase of 100% of the stock of RBF Consulting.

$50 million in total, $45.7 million paid in cash and $4.3

million in BKR Common Stock (203,218 shares @ $21.01

average price per share). $44 million was paid at closing

and $6 million, including all BKR Common Stock, was

retained in escrow.

Existing cash funds of MBC were used to complete the

purchase and no debt was assumed or created for the

deal.

Financial Aspects

*EBITDA was adjusted for unusual and non-recurring items, but excluded expected

cost & revenue synergies.

The price will be increased or decreased based upon a

Net Working Capital Target of $7.5 million as of closing

date.

RBF’s 2011 full year projections are $102.9 million in

gross revenues and approximately $6.2 million in

normalized operating profit.

Based on 2011 and 2012 projections, the transaction

multiple approximates 5.9x adjusted EBIDTA* for

both periods.

Financial Aspects

Projected to be highly accretive to 2012 earnings

(approximately $0.50 to $0.60 per share, after taxes)

excluding amortization of purchased intangibles (Non-

GAAP).

Projected to be slightly accretive to 2012 earnings

(approximately $0.03 per share, after taxes) including

amortization of purchased intangibles (GAAP).

Accretion estimates included expected cost saving

synergies but do not include anticipated cross-selling

opportunities.

BKR continues to maintain a strong liquidity profile after

the transaction to continue its growth strategy.