8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) October 3, 2011

MICHAEL BAKER CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania	1-6627	25-0927646
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
100 Airside Drive Moon Township, Pennsylvania		15108

                                                     (Address of Principal Executive Offices)                                                      (Zip Code)

(412) 269-6300

(Registrant’s Telephone Number, Including Area Code)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Explanatory Note

As reported in the Current Report on Form 8-K filed by Michael Baker Corporation (the “Company”) on October 6, 2011, the Company completed the acquisition of RBF Consulting (“RBF”) on October 3, 2011.

This Form 8-K/A, Amendment No. 1, is being filed to amend Item 9.01 of the initial Form 8-K. This Amendment No. 1 provides the audited historical financial statements and the unaudited interim historical financial statements of RBF as required by Item 9.01(a) and the unaudited pro forma financial information required by Item 9.01(b), which financial statements and information were not included in the initial Form 8-K filed on October 6, 2011.

Item 9.01.     Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired

The required audited financial statements of RBF as of and for the year ended December 31, 2010 are attached hereto as Exhibit 99.2 and are incorporated in their entirety herein by reference.

The required unaudited condensed financial statements of RBF as of September 30, 2011 and for the nine months ended September 30, 2011 and 2010 are attached hereto as Exhibit 99.3 and are incorporated in their entirety herein by reference.

(b) Pro Forma Financial Information

The required unaudited pro forma financial information as of and for the nine months ended September 30, 2011 and for the year ended December 31, 2010 are attached hereto as Exhibit 99.4 and are incorporated in its entirety herein by reference.

(d) The following exhibits are furnished with this report on Form 8-K.

Exhibit No.	Description
2.1	Stock Purchase Agreement, dated as of October 1, 2011, by and among RBF Consulting, The Significant Shareholders, James E. McDonald, as Shareholders’ Representative, and Michael Baker Corporation.*
23.1	Consent of Independent Certified Public Accountants.
99.1	Press release dated October 3, 2011.*
99.2	Audited Financial Statements of RBF Consulting and Report of Independent Certified Public Accountants, as of and for the year ended December 31, 2010.
99.3	Unaudited Condensed Financial Statements of RBF Consulting, as of September 30, 2011 and for the nine months ended September 30, 2011 and 2010.
99.4	Unaudited Pro Forma Financial Information.

* Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on October 6, 2011.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MICHAEL BAKER CORPORATION
By:	/s/ Michael J. Zugay
	Michael J. Zugay Executive Vice President and Chief Financial Officer

Date: December 16, 2011

EXHIBIT INDEX

Exhibit No.	Description
2.1	Stock Purchase Agreement, dated as of October 1, 2011, by and among RBF Consulting, The Significant Shareholders, James E. McDonald, as Shareholders’ Representative, and Michael Baker Corporation.*
23.1	Consent of Independent Certified Public Accountants.
99.1	Press release dated October 3, 2011.*
99.2	Audited Financial Statements of RBF Consulting and Report of Independent Certified Public Accountants, as of and for the year ended December 31, 2010.
99.3	Unaudited Condensed Financial Statements of RBF Consulting, as of September 30, 2011 and for the nine months ended September 30, 2011 and 2010.
99.4	Unaudited Pro Forma Financial Information.

* Previously filed as an exhibit to the Company’s Current Report on Form 8-K filed on October 6, 2011.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in Registration Statement Nos. 333-05987, 333-59941, 033-62887, 033-69306, 333-123232, 333-167587, 333-167588 and 333-174015 on Form S-8 and Registration Statement No. 333-172055 on Form S-3 of our report dated April 12, 2011 relating to the financial statements of RBF Consulting as of and for the year ended December 31, 2010, appearing in this Form 8-K/A of Michael Baker Corporation.

/s/ KMJ Corbin & Company LLP

Costa Mesa, California

December 16, 2011

EX-99.2

Exhibit 99.2

RBF CONSULTING

FINANCIAL STATEMENTS

For The Year Ended December 31, 2010

with

INDEPENDENT AUDITORS’ REPORT THEREON

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors of

RBF Consulting:

We have audited the accompanying balance sheet of RBF Consulting (the “Company”) as of December 31, 2010 and the related statements of operations, stockholders’ equity and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of RBF Consulting as of December 31, 2010, and the results of its operations and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ KMJ | Corbin & Company LLP

Costa Mesa, California

April 12, 2011

RBF CONSULTING

BALANCE SHEET

	December 31, 2010
ASSETS
Current assets:
Cash and cash equivalents (Note 1)	$	1,846,000
Accounts receivable, net of allowance for doubtful accounts and contract adjustments of $1,490,000		42,013,000
Costs and estimated earnings in excess of billings on uncompleted contracts (Note 1)		2,448,000
Income taxes receivable		895,000
Prepaid expenses and other current assets		15,648,000
Total current assets		62,850,000
Equipment and improvements (Note 1):
Computer hardware and software		11,208,000
Furniture and fixtures		6,454,000
Field equipment		3,730,000
Vehicles		1,907,000
Leasehold improvements		5,157,000
		28,456,000
Less accumulated depreciation and amortization		(23,872,000	)
Equipment and improvements, net		4,584,000
Other assets, net (Note 1)		1,669,000
	$	69,103,000

Continued...

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RBF CONSULTING

BALANCE SHEET – CONTINUED

	December 31, 2010
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Line of credit borrowings (Note 2)	$	22,000,000
Accounts payable		2,239,000
Accrued liabilities:
Compensation and fringe benefits		2,108,000
Profit sharing 401(k) plan contributions (Note 3)		452,000
Income taxes (Note 7)		184,000
Other		1,731,000
Billings in excess of costs and estimated earnings on uncompleted contracts (Note 1)		1,530,000
Deferred income taxes (Note 7)		21,423,000
Total current liabilities		51,667,000
Deferred compensation (Note 4)		114,000
Deferred income taxes (Note 7)		127,000
Total liabilities		51,908,000
Commitments and contingencies (Notes 4 and 6)
Stockholders’ equity (Notes 1, 4 and 5):
Common stock, no par value; 5,000,000 shares authorized; 1,023,040 shares issued and outstanding		11,564,000
Retained earnings		5,631,000
Total stockholders’ equity		17,195,000
	$	69,103,000

See accompanying notes to financial statements

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RBF CONSULTING

STATEMENT OF OPERATIONS

	For The Year Ended December 31, 2010
Revenues (Note 1):
Fees for professional services (including contract adjustments)	$	102,587,000
Less outside services and direct charges		(19,470,000	)
Net revenues		83,117,000
Expenses:
Compensation and fringe benefits (Notes 1, 4 and 5)		62,086,000
Profit sharing 401(k) plan contributions (Note 3)		454,000
Occupancy, excluding depreciation and amortization (Note 6)		7,347,000
Depreciation and amortization (Note 1)		2,877,000
Supplies		1,487,000
Automotive, including taxes and licenses		955,000
Insurance		1,677,000
Telephone		1,331,000
Professional services		2,105,000
Dues and subscriptions		351,000
Recruitment and advertising		345,000
Travel and entertainment		1,772,000
Provision for doubtful accounts		418,000
Other		208,000
Total expenses		83,413,000
Loss from operations		(296,000	)
Other income (expense):
Interest income		20,000
Interest expense (Note 2)		(187,000	)
Other		62,000
Total other expense, net		(105,000	)
Loss before benefit from income taxes		(401,000	)
Benefit from income taxes (Note 7)		(49,000	)
Net loss	$	(352,000	)
Net loss per common share (Note 1):
Basic	$	(0.35	)
Diluted	$	(0.35	)

See accompanying notes to financial statements

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RBF CONSULTING

STATEMENT OF STOCKHOLDERS’ EQUITY

For The Year Ended December 31, 2010

	Common Stock						Retained
	Shares			Amount			Earnings			Total
Balance, January 1, 2010		1,029,204		$	10,160,000		$	7,629,000		$	17,789,000
Common stock repurchases		(58,074	)		(615,000	)		(1,646,000	)		(2,261,000	)
Common stock issuances		51,910			2,019,000						2,019,000
Net loss								(352,000	)		(352,000	)
Balance, December 31, 2010		1,023,040		$	11,564,000		$	5,631,000		$	17,195,000

See accompanying notes to financial statements

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RBF CONSULTING

STATEMENT OF CASH FLOWS

	For The Year Ended December 31, 2010
Cash flows from operating activities:
Net loss	$	(352,000	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		2,877,000
Stock award compensation		1,478,000
Loss on disposition of equipment and improvements		30,000
Provision for doubtful accounts		418,000
Deferred income taxes		(463,000	)
Reserve for contract losses		(51,000	)
Changes in operating assets and liabilities:
Accounts receivable		2,184,000
Costs and estimated earnings in excess of billings on uncompleted contracts		142,000
Prepaid expenses and other current assets		(233,000	)
Other assets		(96,000	)
Accounts payable		(102,000	)
Accrued liabilities		(2,823,000	)
Billings in excess of costs and estimated earnings on uncompleted contracts		(1,370,000	)
Deferred compensation		1,000
Net cash provided by operating activities		1,640,000
Cash flows from investing activities:
Additions to equipment and improvements		(706,000	)
Proceeds from the disposition of equipment and improvements		3,000
Net cash used in investing activities		(703,000	)
Cash flows from financing activities:
Proceeds from issuances of common stock		541,000
Repurchases of common stock		(2,261,000	)
Net cash used in financing activities		(1,720,000	)

Continued...

6

RBF CONSULTING

STATEMENT OF CASH FLOWS – CONTINUED

	For The Year Ended December 31, 2010
Net decrease in cash and cash equivalents		(783,000	)
Cash and cash equivalents, beginning of year		2,629,000
Cash and cash equivalents, end of year	$	1,846,000
Supplemental cash flow information:
Cash paid during the year for:
Interest	$	138,000
Income taxes	$	1,219,000

See accompanying notes to financial statements

7

RBF CONSULTING

NOTES TO FINANCIAL STATEMENTS

For The Year Ended December 31, 2010

NOTE 1 — GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

General

RBF Consulting (the “Company”) is engaged principally in providing planning, design and construction consulting services on credit terms to clients primarily in California, Arizona and Nevada.

Basis of Presentation

The accompanying financial statements were prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States of America (“U.S.”).

Cash and Cash Equivalents

Cash and cash equivalents consist of cash and short-term investments with original maturities of three months or less. As of December 31, 2010, the Company’s cash equivalents were invested in short-term mutual fund securities whose cost approximated their fair value.

Equipment and Improvements

Equipment and improvements are stated at cost. The cost of equipment is depreciated over its estimated useful life, primarily using the straight-line method. Useful lives range from three to ten years. The cost of leasehold improvements is amortized over the shorter of their estimated useful life, or the term of the lease, primarily using the straight-line method. Depreciation expense for the year ended December 31, 2010 was $2,867,000.

Goodwill

In accordance with U.S. accounting standards, intangible assets that are acquired individually or with a group of other assets that have indefinite useful lives are not amortized, but rather tested at least annually for impairment. Intangible assets that have finite useful lives are amortized over their useful lives.

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RBF CONSULTING

NOTES TO FINANCIAL STATEMENTS

For The Year Ended December 31, 2010

NOTE 1 — GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Goodwill is subject to impairment reviews by applying a fair-value-based test at the reporting unit level. An impairment loss will be recorded for any goodwill that is determined to be impaired. The Company performs impairment testing on all existing goodwill at least annually. Based on its analysis, the Company’s management believes that no impairment of the carrying value of its goodwill existed at December 31, 2010. There can be no assurance however, that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of goodwill in the future.

Long-Lived Assets

The Company’s management assesses the recoverability of its long-lived assets upon the occurrence of a triggering event by determining whether the depreciation and amortization of long-lived assets over their remaining lives can be recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment, if any, is measured based on fair value and is charged to operations in the period in which long-lived asset impairment is determined by management. At December 31, 2010, the Company’s management believes there is no impairment of its long-lived assets. However, there can be no assurance that market conditions will not change or demand for the Company’s services will continue, which could result in impairment of long-lived assets in the future.

Fees for Professional Services

The Company performs its services primarily under fixed-price and time-and-material contracts, most of which have not-to-exceed provisions. Contract revenues are recorded on the percentage-of-completion method (cost-to-cost basis) of accounting. Unprocessed change orders and claims for additional contract revenues are recognized when realization of the claim is assured and the amount can reasonably be determined. Contract costs include all direct labor and materials unique to the project, overhead and sub-consultant costs. Revisions in estimates during the course of completing a contract are reflected in the accounting period in which the facts requiring the revisions become known. At the time a loss on a contract becomes evident, a provision for the entire estimated loss at completion is made.

Costs and estimated earnings in excess of billings represent revenues recognized in excess of amounts billed on the respective uncompleted contracts. Billings in excess of costs and estimated earnings represent amounts billed in excess of revenues recognized on the respective uncompleted contracts.

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RBF CONSULTING

NOTES TO FINANCIAL STATEMENTS

For The Year Ended December 31, 2010

NOTE 1 — GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

In the course of providing its services, the Company sometimes subcontracts with various other professionals. These costs are included in the Company’s billings to its clients and are included in the Company’s gross revenues. Because subcontractor services can change significantly from project to project, changes in gross revenues may not be indicative of business trends. Accordingly, the Company also reports net revenues, which are gross revenues less outside services and direct charges.

Computation of Basic and Diluted Loss Per Share

Basic loss per share is computed by dividing the net loss available to common stockholders by the weighted-average number of shares outstanding during the year. The basic weighted-average number of shares outstanding was 997,622 for the year ended December 31, 2010. Diluted loss per share is computed by dividing net loss available to common stockholders by the weighted-average shares outstanding assuming all dilutive potential common shares were issued. For 2010, basic and dilutive loss per share amounts are the same as the effect of stock options on the loss per share is anti-dilutive and thus not included in the diluted loss per share calculation.

Stock-Based Compensation

U.S. accounting standards require the Company to measure the cost of employee services received in exchange for an award of equity instruments, including stock options, based on the grant-date fair value of the award and to recognize it as compensation expense over the period the employee is required to provide services in exchange for the award, usually the vesting period. As stock-based compensation expense is recognized based on awards ultimately expected to vest, U.S. accounting standards require forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. During 2010, the Company granted 10,000 stock options (see Note 5) and awarded shares of common stock, valued at $1,478,000, as part of its discretionary compensation program which is included in compensation and fringe benefits in the statement of operations.

10

RBF CONSULTING

NOTES TO FINANCIAL STATEMENTS

For The Year Ended December 31, 2010

NOTE 1 — GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

The fair value of stock-based awards to employees and directors is calculated using the Black-Scholes option pricing model. The Black-Scholes model requires subjective assumptions regarding future stock price volatility and expected time to exercise, which greatly affect the calculated values. The expected term of options granted is derived from historical data on employee exercises and post-vesting employment termination behavior. The risk-free rate selected to value any particular grant is based on the U.S. Treasury rate that corresponds to the pricing term of the grant effective as of the date of the grant. The expected volatility is based on the historical volatility of the Company.

These factors could change in the future, affecting the determination of stock-based compensation expense in future periods.

Upon the exercise of options, the Company issues new shares from its authorized shares. At December 31, 2010, the Company has two stock option plans. (See Note 5 for further discussion of the Company’s stock option plans.)

Dividends

No dividends were declared during 2010.

Income Taxes

Deferred income tax assets and liabilities are computed for differences between the financial statements and income tax bases of assets and liabilities. Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to reverse. A valuation allowance is established, when necessary, to reduce deferred income tax assets to the amount expected to be realized. The Company adopted the accounting guidance for accounting for the uncertainty in income taxes on January 1, 2009, which clarifies the accounting for uncertainty in income taxes recognized in the financial statements, and did not record any cumulative effect adjustment to retained earnings as a result of this adoption. Interest and penalties, if any, related to unrecognized tax benefits are recorded in income tax expense.

11

RBF CONSULTING

NOTES TO FINANCIAL STATEMENTS

For The Year Ended December 31, 2010

NOTE 1 — GENERAL AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by the Company relate primarily to the recognition of revenues and costs to complete under professional services contracts, evaluation of the collectibility of accounts receivable, the recoverability of goodwill, long-lived assets and deferred tax assets, and certain contingency accruals. Actual results could differ from those estimates.

NOTE 2 — LINE OF CREDIT

The Company has a credit agreement with a bank, which provides for borrowings up to $22,000,000 under a revolving line of credit secured by substantially all of the Company’s assets and requires personal guarantees by certain stockholders and members of management. Borrowings under the line bear interest at a fluctuating rate equal to the highest of: (1) the prime rate, (2) the daily one month LIBOR rate plus 1.5%, (3) the federal funds rate plus 1.5%, or LIBOR plus 3%, for 2010. Borrowings under the line for 2010 bore interest at the bank’s prime rate (3.25% per annum at December 31, 2010). Interest is payable monthly with principal due on May 31, 2011. Under the line of credit agreement, the Company is required, among other things, to maintain certain minimum net worth and income requirements, and has restrictions related to capital equipment commitments, making loans, advances and investments, dividend and distributions in excess of specified levels, and must not have any outstanding borrowings under the agreement for a period of at least 30 consecutive days during each fiscal year. The Company was in compliance with, or received a waiver for, all covenants of the credit agreement as of December 31, 2010. During the year ended December 31, 2010, the Company recorded interest expense, including bank charges, under the line of credit totaling $187,000.

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RBF CONSULTING

NOTES TO FINANCIAL STATEMENTS

For The Year Ended December 31, 2010

NOTE 3 — PROFIT SHARING 401(k) PLAN

The Company has a profit sharing plan for all eligible employees that is qualified under Sections 401(a) and 401(k) of the Internal Revenue Code (the “Profit Sharing 401(k) Plan”). For the year ended December 31, 2010, the Profit Sharing 401(k) Plan provided for minimum annual contributions by the Company equal to 100% of the first $1,000 contributed to the Profit Sharing 401(k) Plan by each participant. The Company also may contribute additional amounts at the discretion of the Board of Directors, but not to exceed the maximum amount deductible for federal income tax purposes. The Company charged approximately $454,000 to expense for the year ended December 31, 2010, related to the Profit Sharing 401(k) Plan.

NOTE 4 – AGREEMENTS WITH STOCKHOLDERS — OFFICERS

The Company has a deferred compensation agreement with a former employee, whereby the Company will provide a specified amount per year until he and his spouse are both deceased. Amounts accrued under this agreement are included in deferred compensation in the accompanying financial statements.

In May 2006, the Company entered into a new agreement with all of its stockholders-officers, whereby, upon death, termination of employment or attaining the age of 63 (age 60 for the then current Executive Committee members), the Company will purchase such stockholder’s interest in the Company for a per share amount as defined in the agreement. The new agreement included a change in the stock valuation formula to reflect agreed upon changes in the Company’s stock value for internal sales of minority interests. The Company has commitments to repurchase common stock from certain qualifying stockholders in fiscal 2011 approximating $3,276,000. The redemption value of common stock issued and outstanding at December 31, 2010 totals $38,692,000.

Related-Party Transactions

During 2010, the Company purchased computer equipment from an affiliated entity for $137,000.

See Note 6 for additional related-party transactions.

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RBF CONSULTING

NOTES TO FINANCIAL STATEMENTS

For The Year Ended December 31, 2010

NOTE 5 — COMMON STOCK AND INCENTIVE STOCK OPTION PLAN

Under the Company’s 1993 Incentive Stock Option Plan (the “1993 Plan”), stock options for the purchase of up to 420,000 shares of the Company’s common stock may be granted to officers and key employees at prices not less than 100% of the fair market value of the stock at the date of grant as determined by the Board. Options granted under the 1993 Plan are incentive stock options and are generally exercisable at dates established by the Board, with vesting periods ranging from zero to six years. During 2010, no options were granted under the 1993 Plan. As of December 31, 2010, there are no options outstanding under the 1993 Plan.

During 2000, the Company adopted an additional Incentive Stock Option Plan (the “2000 Plan”), which provides that up to 200,000 shares of the Company’s common stock may be purchased by officers and key employees at prices not less than 100% of the fair market value of the stock at the date of grant, as determined by the Board. Options granted under the 2000 Plan are incentive stock options and are generally exercisable at dates established by the Board, with vesting periods ranging from four to five years. During 2010, 10,000 options were granted under the 2000 Plan with an exercise price of $38.89 and a nominal weighted average fair value per share as computed under the Black-Scholes option pricing model. These options vest over five years.

As of December 31, 2010, there were 10,000 options outstanding under the 2000 Plan.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Leases

During 2009, the Company leased one of its office facilities from an affiliated entity under a noncancelable operating lease agreement. Effective January 1, 2010, ownership of this property transferred from an affiliated entity to an unrelated third party and the escrow closed on October 14, 2010. Pursuant to the transfer of ownership, the lease agreement was assumed by the new owner and all terms and conditions remained unchanged. Obligations under this lease agreement amounted to approximately $1,380,000 for the year ended December 31, 2010.

The Company also leases various facilities from nonaffiliated entities under noncancelable operating leases that expire at various dates through March 2017. Rent expense is recorded using the straight-line method over the lives of the leases.

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RBF CONSULTING

NOTES TO FINANCIAL STATEMENTS

For The Year Ended December 31, 2010

NOTE 6 — COMMITMENTS AND CONTINGENCIES, continued

Future minimum annual rental payments under all noncancelable operating leases are as follows:

Years Ending
December 31,	Total
2011	$	5,416,000
2012		4,824,000
2013		4,416,000
2014		3,887,000
2015		3,247,000
Thereafter		3,152,000
	$	24,942,000

Facility rent expense under all leases amounted to approximately $5,767,000 for the year ended December 31, 2010.

Litigation

There are certain legal actions pending against the Company arising in the normal course of business. In the opinion of management, the resolution of such matters will not have a material adverse effect on the financial position or results of operations of the Company.

Indemnities and Guarantees

The Company has made certain indemnities and guarantees, under which it may be required to make payments to a guaranteed or indemnified party. The Company indemnifies its directors, officers, employees and agents to the maximum extent permitted under the laws of the State of California. In connection with its facility leases, the Company has indemnified its lessors for certain claims arising from the use of the facilities. In addition, in connection with the bank line of credit agreement, the Company has indemnified the bank for certain claims relating to or arising directly or indirectly out of the credit agreement. The duration of the indemnities and guarantees varies, and in many cases is indefinite. These indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been required to make any payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying financial statements.

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RBF CONSULTING

NOTES TO FINANCIAL STATEMENTS

For The Year Ended December 31, 2010

NOTE 7 — INCOME TAXES

For the year ended December 31, 2010, the provision for (benefit from) income taxes consists of the following:

Current provision (benefit)	$	415,000
Deferred provision (benefit)		(464,000	)
Benefit from income taxes	$	(49,000	)

The Company’s deferred tax assets and liabilities result principally from the Company’s reporting on a cash basis for income tax purposes and the accrual basis for financial statement purposes and the use of the different methods of reporting depreciation expense for income tax and financial statement purposes. As of December 31, 2010, the Company had net deferred tax liabilities of $21,550,000, which consisted of $26,073,000 of deferred tax liabilities and $4,523,000 of deferred tax assets at December 31, 2010. As of December 31, 2010, the Company has a federal alternative minimum tax credit carryforward of $24,000. The Company’s effective tax rate differs from the federal statutory rate due primarily to state income taxes, meals and entertainment, officers’ life insurance, and other nondeductible items.

The Company adopted the provisions of the accounting guidance related to uncertain tax positions on January 1, 2009, and did not record any cumulative effect adjustment to retained earnings at adoption. As of December 31, 2010, the Company’s liability for uncertain tax positions was $184,000 and has been recorded in the accompanying balance sheet. The unrecognized tax benefits would affect the Company’s effective tax rate if recognized.

Interest and penalties, if any, related to unrecognized tax benefits are recorded in income tax expense. The Company had approximately $49,000 accrued for interest related to unrecognized tax detriments at December 31, 2010. The Company is subject to U.S. Federal income tax examinations for the 2007 through 2010 tax years, and is subject to state and local income tax examinations for the 2006 through 2010 tax years.

16

RBF CONSULTING

NOTES TO FINANCIAL STATEMENTS

For The Year Ended December 31, 2010

NOTE 7 – INCOME TAXES, continued

A reconciliation for the year ended December 31, 2010 of the beginning and ending amount of unrecognized tax detriment, excluding interest and penalties, is as follows:

Unrecognized tax detriment balance at January 1, 2010	$	184,000
Gross increases for tax positions of prior years		—
Gross decreases for tax positions of prior years		—
Gross increases for tax positions of current year		—
Settlements		—
Lapse of statute of limitations		—
Unrecognized tax detriment balance at December 31, 2010	$	184,000

The unrecognized tax detriment liability is reviewed annually and adjusted as events occur that affect potential liabilities for additional taxes, such as lapsing of applicable statutes of limitations, proposed assessments by tax authorities, negotiations between tax authorities, identification of new issues, and issuance of new legislation, regulations or case law. Management believes that adequate amounts of tax and related interest, if any, have been provided for any adjustments that may result from these examinations of uncertain tax positions. The Company does not expect this liability to change significantly over the next year.

NOTE 8 – SUBSEQUENT EVENTS

The Company has evaluated and determined that no events have occurred subsequent to the balance sheet date and through April 12, 2011, the date of issuance of these financial statements, which would require recording or disclosure in its financial statements.

17

EX-99.3

Exhibit 99.3

RBF CONSULTING

FINANCIAL STATEMENTS

UNAUDITED

As of September 30, 2011 and

For The Nine Months Ended September 30, 2011 and 2010

RBF CONSULTING

BALANCE SHEETS (unaudited)

	As of
	September 30, 2011
ASSETS
Current assets:
Cash and cash equivalents	$	329,000
Accounts receivable, net		36,320,000
Costs and estimated earnings in excess of billings on uncompleted contracts		2,834,000
Income taxes receivable		—
Prepaid expenses and other current assets (Note 2)		5,445,000
Total current assets		44,928,000
Equipment and improvements, net		3,497,000
Other assets, net		1,911,000
Total assets	$	50,336,000

Continued...

2

RBF CONSULTING

BALANCE SHEETS (unaudited) – CONTINUED

	As of
	September 30, 2011
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Line of credit borrowings (Note 3)	$	3,000,000
Accounts payable		2,907,000
Accrued liabilities:
Compensation and fringe benefits		3,339,000
Profit sharing 401(k) plan contributions		384,000
Income taxes		184,000
Other		1,050,000
Billings in excess of costs and estimated earnings on uncompleted contracts		2,035,000
Deferred income taxes		21,104,000
Total current liabilities		34,003,000
Deferred rent		754,000
Deferred compensation		107,000
Deferred income taxes		200,000
Total liabilities		35,064,000
Commitments and contingencies (Note 4)
Stockholders’ equity :
Common stock, no par value; 5,000,000 shares authorized; 987,409 shares issued and outstanding		11,550,000
Retained earnings		3,722,000
Total stockholders’ equity		15,272,000
Total liabilities and stockholders’ equity	$	50,336,000

See accompanying notes to unaudited financial statements

3

RBF CONSULTING

STATEMENTS OF OPERATIONS (unaudited)

	For The Nine Months Ended September 30,
	2011			2010
Revenues:
Fees for professional services (including contract adjustments)	$	78,975,000		$	78,302,000
Less outside services and direct charges		(15,705,000	)		(13,648,000	)
Net revenues		63,270,000			64,654,000
Expenses:
Compensation and fringe benefits		48,907,000			48,420,000
Profit sharing 401(k) plan contributions		385,000			452,000
Occupancy, excluding depreciation and amortization		5,369,000			5,671,000
Depreciation and amortization		1,732,000			2,234,000
Supplies		1,082,000			1,240,000
Automotive, including taxes and licenses		827,000			689,000
Insurance		1,197,000			1,326,000
Telephone		935,000			938,000
Professional services		1,616,000			1,571,000
Dues and subscriptions		222,000			242,000
Repair and maintenance		91,000			88,000
Recruitment and advertising		218,000			264,000
Travel and entertainment		1,222,000			1,434,000
Provision for doubtful accounts		(70,000	)		—
Other		11,000			48,000
Total expenses		63,744,000			64,617,000
(Loss)/income from operations		(474,000	)		37,000
Other income (expense):
Interest income		18,000			5,000
Interest expense (Note 3)		(118,000	)		(106,000	)
Other		277,000			72,000
Total other income/(expense), net		177,000			(29,000	)
(Loss)/income before benefit from income taxes		(297,000	)		8,000
Provision for income taxes		352,000			4,000
Net (loss)/income	$	(649,000	)	$	4,000

See accompanying notes to unaudited financial statements

4

RBF CONSULTING

STATEMENT OF CASH FLOWS (unaudited)—CONTINUED

	For The Nine Months Ended September 30,
	2011			2010
Cash flows from operating activities:
Net (loss)/income	$	(649,000	)	$	4,000
Adjustments to reconcile net (loss)/income to net cash provided by operating activities:
Depreciation and amortization		1,732,000			2,234,000
(Gain)/loss on disposition of equipment and improvements		(63,000	)		20,000
Provision for doubtful accounts		(70,000	)		—
Deferred income taxes		(246,000	)		12,000
Changes in operating assets and liabilities:
Accounts receivable		5,764,000			10,708,000
Costs and estimated earnings in excess of billings on uncompleted contracts		(386,000	)		—
Prepaid expenses and other current assets		11,098,000			11,080,000
Other assets		(304,000	)		(146,000	)
Accounts payable		668,000			1,136,000
Accrued liabilities		483,000			1,526,000
Billings in excess of costs and estimated earnings on uncompleted contracts		505,000			—
Deferred compensation		747,000			3,000
Net cash provided by operating activities		19,279,000			26,577,000
Cash flows from investing activities:
Additions to equipment and improvements		(521,000	)		(607,000	)
Net cash used in investing activities		(521,000	)		(607,000	)
Cash flows from financing activities:
Payment on line on credit—net		(19,000,000	)		(22,000,000	)
Repurchases of common stock		(1,275,000	)		(1,981,000	)
Issuances of note payable		—			752,000
Net cash used in financing activities		(20,275,000	)		(23,229,000	)
Net (decrease)/increase in cash and cash equivalents		(1,517,000	)		2,741,000
Cash and cash equivalents, beginning of period		1,846,000			2,629,000
Cash and cash equivalents, end of period	$	329,000		$	5,370,000

See accompanying notes to unaudited financial statements

5

RBF CONSULTING

NOTES TO FINANCIAL STATEMENTS (unaudited)

For The Nine Months Ended September 30, 2011 and 2010

NOTE 1 — GENERAL AND BASIS OF PRESENTATION

General

RBF Consulting (the “Company”) is engaged principally in providing planning, design and construction consulting services on credit terms to clients primarily in California, Arizona and Nevada.

Basis of Presentation

The accompanying unaudited condensed financial statements and notes have been prepared by the Company in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial reporting. Accordingly, they do not include all of the information and related notes that would normally be required by GAAP for audited financial statements. These unaudited consolidated financial statements should be read in conjunction with the Company’s audited condensed financial statements.

The accompanying unaudited condensed financial statements include all adjustments (of a normal and recurring nature) that management considers necessary for a fair statement of financial information for the interim periods. Interim results are not necessarily indicative of the results that may be expected for the remainder of the year ending December 31, 2011.

NOTE 2 — PREPAID EXPENSES AND OTHER CURRENT ASSETS

The Company has historically prepaid a significant portion of their expenses at year end. As of September 30, 2011 a majority of these prepaid assets have been expensed.

NOTE 3 — LINE OF CREDIT

The Company has a credit agreement with a bank, which provides for borrowings up to $22,000,000 under a revolving line of credit secured by substantially all of the Company’s assets. Borrowings under the line bear interest at a fluctuating rate equal to the highest of: (1) the prime rate, (2) the daily one month LIBOR rate plus 1.5%, (3) the federal funds rate plus 1.5%, or LIBOR plus 3%, for both 2011 and 2010. Borrowings under the line for 2011 bore interest at the bank’s prime rate (3.25% per annum at September 30, 2011). Interest is payable monthly with principal due on July 31, 2012. Under the line of credit agreement, the Company is required, among other things, to maintain certain minimum net worth and income requirements, and has restrictions related to capital equipment commitments, making loans, advances and investments, dividend and distributions in excess of specified levels, and must not have any outstanding borrowings under the agreement for a period of at least 30 consecutive days during each fiscal year. The Company was in compliance with all covenants of the credit agreement as of September 30, 2011. During the nine months ended September 30, 2011 and 2010, the

6

RBF CONSULTING

NOTES TO FINANCIAL STATEMENTS (unaudited)

For The Nine Months Ended September 30, 2011 and 2010

Company recorded interest expense, including bank charges, under the line of credit totaling $118,000 and $106,000, respectively.

NOTE 4 — COMMITMENTS AND CONTINGENCIES

Litigation

There are certain legal actions pending against the Company arising in the normal course of business. In the opinion of management, the resolution of such matters will not have a material effect on the financial position, cash flows, or results of operations of the Company.

Indemnities and Guarantees

The Company has made certain indemnities and guarantees, under which it may be required to make payments to a guaranteed or indemnified party. The Company indemnifies its directors, officers, employees and agents to the maximum extent permitted under the laws of the State of California. In connection with its facility leases, the Company has indemnified its lessors for certain claims arising from the use of the facilities. In addition, in connection with the bank line of credit agreement, the Company has indemnified the bank for certain claims relating to or arising directly or indirectly out of the credit agreement. The duration of the indemnities and guarantees varies, and in many cases is indefinite. These indemnities and guarantees do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been required to make any payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying financial statements.

NOTE 5 — SUBSEQUENT EVENTS

On October 3, 2011, the Michael Baker Corporation (“Baker”) entered into a Stock Purchase Agreement to acquire 100% of the outstanding shares of the Company for $49.3 million. This transaction was funded with $45.7 million of cash and approximately $3.6 million of Baker’s common stock. In addition, as part of the closing Baker received $1.2 million from the Company to fund professional liability tail insurance premiums and existing liabilities related to RBF bonus payments due in December 2011. This Stock Purchase Agreement is subject to a Net Working Capital adjustment that is expected to be approximately $5.0 million.

As required by the Subsequent Events Topic of the FASB Accounting Standards Codification, management has considered subsequent events through December 16, 2011, the date of issuance, in preparing the financial statements and notes hereto. The Company has evaluated and determined that no other events have occurred subsequent to the balance sheet date and through

7

RBF CONSULTING

NOTES TO FINANCIAL STATEMENTS (unaudited)

For The Nine Months Ended September 30, 2011 and 2010

December 16, 2011, the date of issuance of these financial statements, which would require recording or disclosure in its financial statements.

8

EX-99.4

Exhibit 99.4

Michael Baker Corporation (“the Company”) acquired of 100% of the outstanding shares of RBF Consulting (“RBF”) on October 3, 2011, (“the Acquisition”). The following unaudited pro forma condensed consolidated financial statements of the Company include adjustments to the Company’s historical financial statements to reflect the Acquisition.

The historical financial information of the Company has been derived from the historical audited and consolidated financial statements of the Company included in the Annual Report on Form 10-K for the year ended December 31, 2010 and the unaudited condensed consolidated financial statements of the Company included in the Quarterly Report on Form 10-Q for the nine months ended September 30, 2011. The unaudited pro forma condensed consolidated statements of income for the year ended December 31, 2010 and the nine months ended September 30, 2011 were prepared as if the Acquisition occurred on January 1, 2010. The unaudited pro forma condensed consolidated balance sheet was prepared as if the Acquisition occurred as of September 30, 2011. The pro forma adjustments give effect to pro forma events that are (1) directly attributable to the Acquisition, (2) factually supportable and (3) with respect to the consolidated statements of income, expected to have a continuing impact on the combined results.

The unaudited pro forma condensed consolidated financial statements presented do not purport to represent what the results of operations or financial position of the Company would have been had the transaction occurred on the dates noted above, or to project the results of operations or financial position of the Company for any future periods. In the opinion of management, all necessary adjustments to the unaudited pro forma consolidated financial information have been made.

The unaudited pro forma condensed consolidated financial statements and accompanying notes should be read in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the historical financial statements in the Company’s 2010 Annual Report on Form 10-K and the September 30, 2011 Quarterly Report on Form 10-Q.

Michael Baker Corporation

Unaudited Pro Forma Condensed Consolidated Balance Sheet

As of September 30, 2011

(In thousands, except share amounts)	As Reported (a)			RBF (b)		Pro forma Adjustments			Pro forma As Adjusted
ASSETS
Current Assets
Cash and cash equivalents	$	81,945		$	329	$	(45,730	)
							1,223	(c)	$	37,767
Available for sale securities		14,468			—		—			14,468
Receivables, net		81,488			36,320		—			117,808
Unbilled revenues on contracts in progress		59,566			2,834		—			62,400
Prepaid expenses and other		6,918			5,445		(1,404	)(d)		10,959
Total current assets		244,385			44,928		(45,911	)		243,402
Property, Plant and Equipment, net		15,772			3,497		3,126	(e)		22,395
Other Long-term Assets
Goodwill		54,756			—		22,012	(f)		76,768
Other intangible assets, net		10,198			—		18,379	(g)		28,577
Other long-term assets		7,186			1,911		(776	)(h)		8,321
Total other long-term assets		72,140			1,911		39,615			113,666
Total assets	$	332,297		$	50,336	$	(3,170	)	$	379,463
LIABILITIES AND SHAREHOLDERS’ INVESTMENT
Current Liabilities
Accounts payable	$	32,859		$	2,907	$	5,021	(i)	$	40,787
Accrued employee compensation		25,294			3,723		—			29,017
Accrued insurance		10,737			—		—			10,737
Billings in excess of revenues on contracts in progress		17,189			2,035		—			19,224
Deferred income tax liability		6,451			21,104		(11,859	)(j)
							(7,945	)(k)		7,751
Income taxes payable		279					7,945	(k)		8,224
Other accrued expenses		9,712			4,234		(201	)(l)
							(3,000	)(m)
							200	(n)
							1,423	(o)		12,368
Total current liabilities		102,521			34,003		(8,416	)		128,108
Long-term Liabilities
Deferred income tax liability		8,614			200		17,685	(j)		26,499
Other long-term liabilities		9,121			861		(754	)(l)		9,228
Total liabilities		120,256			35,064		8,515			163,835
Shareholders’ Investment
Common Stock, par value $1, authorized 44,000,000 shares, issued 9,838,911 (10,042,129 on a pro forma basis)		9,839			11,550		(11,347	)(p)		10,042
Additional paid-in capital		62,249			—		3,384	(p)		65,633
Retained earnings		144,219			3,722		(3,722	)(p)		144,219
Accumulated other comprehensive loss		(90	)		—		—			(90	)
Less—499,185 shares of Common Stock in treasury, at cost		(4,847	)		—		—			(4,847	)
Total Michael Baker Corporation shareholders’ investment		211,370			15,272		(11,685	)		214,957
Noncontrolling interests		671			—		—			671
Total shareholders’ investment		212,041			15,272		(11,685	)		215,628
Total liabilities and shareholders’ investment	$	332,297		$	50,336	$	(3,170	)	$	379,463

(a) As reported by the Company in its Quarterly Report on Form 10-Q as of September 30, 2011.

(b) Balance Sheet of RBF as of September 30, 2011.

(c) Estimated net cash exchanged for the acquisition of RBF:

Cash paid to RBF upon acquisition	$	45,730
Cash received from RBF to fund professional liability tail insurance premiums and bonus payments due in December 2011 that the Company is disbursing on RBF’s behalf		(1,223	)
Total adjustments to cash	$	44,507

(d) This balance represents the reduction in RBF’s “Prepaid expenses and other” of $181 related to RBF’s board of Director fees and $1,223 of cash received from RBF as part of the Stock Purchase Agreement to fund professional liability tail insurance premiums and bonus payments due in December 2011 that the Company is disbursing on RBF’s behalf.

(e) The following represents the derivation of the pro forma adjustment to reflect the preliminary estimate of fair value of the acquired fixed assets:

	Net Book value			Estimated Fair Value		Pro forma Adjustment
Property, plant and equipment	$	3,497		$	6,623	$	3,126
(f)     The following represents the calculation of Goodwill:
Fair value of consideration transferred at closing ($45,730 of cash and $3,587 of stock)		49,317
Cash received from RBF to fund professional liability tail insurance premiums bonus payments due in December 2011 that the Company is disbursing on RBF’s behalf.		(1,223	)
Preliminary net working capital adjustment		5,021
Less: Net assets received		(31,103	)
Total Goodwill	$	22,012
(g)    Other intangible assets’ preliminary estimated fair value consisted of the following:
Project backlog	$	4,590
Customer contracts and related relationships		12,070
Non-competition agreements		1,069
Trademark / Trade name		650
Total Other intangible assets	$	18,379

(h) This balance represents the reduction in RBF’s “Other long-term assets” of $776 related to existing goodwill from previous RBF acquisitions.

(i) The accounts payable adjustment consists of the preliminary net working capital adjustment payable.

(j) These balances represent reclassifications and adjustments for the conversion of RBF from a cash basis tax payer to the accrual basis. The incremental deferred income tax liability adjustments primarily reflect the deferred tax liability generated as a result of the acquired intangible assets, which have a tax basis of zero.

(k) These balances represent a reclassification of RBF’s “Income tax payable” from “Deferred tax liability”.

(l) Elimination of RBF’s deferred rent liabilities upon acquisition.

(m) Elimination of RBF’s $3,000 borrowings related to their line of credit.

(n) This represents the accrual for bonus payments due in December 2011 that the Company is disbursing on RBF’s behalf.

(o) This represents the accrual to fair value the RBF operating leases.

(p) 203,218 shares were issued in connection with the acquisition. The fair value of the stock on the day of the sale was $3,587 using the Company’s closing price on October 3, 2011 of $17.65 per share. Shareholders’ investment was adjusted as follows:

	Issuance of equity		Elimination of RBF			Pro forma Adjustments
Common stock	$	203	$	(11,550	)	$	(11,347	)
Additional paid-in capital		3,384		—			3,384
Retained earnings		—		(3,722	)		(3,722	)
	$	3,587	$	(15,272	)	$	(11,685	)

Michael Baker Corporation

Unaudited Pro Forma Condensed Consolidated Statement of Income

For the nine months ended September 30, 2011

(In thousands, except share amounts)	As Reported (a)			RBF (b)			Pro forma Adjustments			Pro forma As Adjusted
Revenues	$	382,233		$	78,975		$	—		$	461,208
Cost of work performed		306,591			59,933			2,255	(c)		368,779
Gross profit		75,642			19,042			(2,255	)		92,429
Selling, general and administrative expenses		56,982			20,038			(816	)(c)		76,204
Operating income/(loss)		18,660			(996	)		(1,439	)		16,225
Other income/(expense):
Equity income from unconsolidated subsidiary		596			—			—			596
Interest income		329			18			2	(d)		349
Interest expense		(116	)		(118	)		118	(e)		(116	)
Other, net		(251	)		277			—			26
Income/(loss) before income taxes and noncontrolling interests		19,218			(819	)		(1,319	)		17,080
Provision/(benefit) for income taxes		5,587			352			(495	)(f)		5,444
Net income/(loss) from continuing operations before noncontrolling interests		13,631			(1,171	)		(824	)		11,636
Income from discontinued operations, net of tax		101			—			—			101
Net income/(loss) before noncontrolling interests		13,732			(1,171	)		(824	)		11,737
Less: Income attributable to noncontrolling interests		(814	)		—			—			(814	)
Net income/(loss) attributable to Michael Baker Corporation	$	12,918		$	(1,171	)	$	(824	)	$	10,923
Average shares outstanding
Basic		9,283,508						—	(g)		9,283,508
Diluted		9,305,678						203,218	(g)		9,508,896
Earnings per share (“E.P.S.”) attributable to Michael Baker Corporation
Basic E.P.S. – Continuing operations	$	1.38								$	1.17
Diluted E.P.S. – Continuing operations		1.38									1.14
Basic E.P.S. – Net income		1.39									1.18
Diluted E.P.S. – Net income	$	1.39								$	1.15

(a) As reported by the Company in its Quarterly Report on Form 10-Q for the nine months ended September 30, 2011.

(b) Results of operations of RBF for the nine months ended September 30, 2011.

(c) Increase/(decrease) in costs as a result of the acquisition:

	COWP			SG&A
Intangible asset amortization	$	2,579		$	774
Above-market rent		(324	)		—
The Company’s transaction costs					(764	)
RBF’s transaction costs					(218	)
RBF’s stock-based compensation		—			(38	)
RBF’s board fees		—			(544	)
Life insurance premiums of former RBF officers		—			(26	)
Net increase/(decrease) in costs		2,255		$	(816	)

(d) This adjustment reflects the reduction in interest earned during the period on the cash and cash equivalents used to finance the acquisition. The adjustment assumes an average interest rate of 0.22%.

(e) Interest expense for RBF was eliminated as a pro forma adjustments as the Company did not assume $3.0 million of RBF’s line of credit borrowings as part of the transaction.

(f) This is the tax impact of the pro forma adjustments utilizing 37.5% effective tax rate in effect as of September 30, 2011.

(g) The diluted E.P.S. calculation includes the additional 203,218 contingently issuable shares held in escrow as part of the acquisition. As a result of these shares being in escrow they are excluded from the calculation of basic E.P.S.

Michael Baker Corporation

Unaudited Pro Forma Condensed Consolidated Statement of Income

For the year ended December 31, 2010

(In thousands, except share amounts)	As Reported (a)			RBF (b)			Pro forma Adjustments			Pro forma As Adjusted
Revenues	$	499,353		$	102,587		$	—		$	601,940
Cost of work performed		400,296			74,308			3,176	(c)		477,780
Gross profit		99,057			28,279			(3,176	)		124,160
Selling, general and administrative expenses		76,768			28,575			(1,284	)(c)		104,059
Operating income/(loss)		22,289			(296	)		(1,892	)		20,101
Other income/(expense):
Equity income from unconsolidated subsidiary		2,576			—			—			2,576
Interest income		399			20			(99	)(d)		320
Interest expense		(276	)		(187	)		187	(e)		(276	)
Other, net		(296	)		62			—			(234	)
Income/(loss) before income taxes and noncontrolling interests		24,692			(401	)		(1,804	)		22,487
Provision/(benefit) for income taxes		9,246			(49	)		(703	)(f)		8,494
Net income/(loss) from continuing operations before noncontrolling interests		15,446			(352	)		(1,100	)		13,994
Loss from discontinued operations, net of tax		(2,512	)		—			—			(2,512	)
Net income/(loss) before noncontrolling interests		12,934			(352	)		(1,100	)		11,482
Less: Income attributable to noncontrolling interests		(768	)		—			—			(768	)
Net income/(loss) attributable to Michael Baker Corporation	$	12,166		$	(352	)	$	(1,100	)	$	10,714
Average shares outstanding
Basic		8,928,596						—	(g)		8,928,596
Diluted		9,153,011						203,218	(g)		9,356,229
Earnings per share (“E.P.S.”) attributable to Michael Baker Corporation
Basic E.P.S. – Continuing operations	$	1.64								$	1.48
Diluted E.P.S. – Continuing operations		1.60									1.41
Basic E.P.S. – Net income		1.36									1.20
Diluted E.P.S. – Net income	$	1.33								$	1.15

(a) As reported by the Company in its Annual Report on Form 10-K for the year ended December 31, 2010.

(b) Results of operations of RBF for the year ended December 31, 2010.

(c) Increase/(decrease) in costs as a result of the acquisition:

	COWP			SG&A
Intangible asset amortization	$	3,597		$	948
Above-market rent		(421	)		—
RBF’s stock-based compensation		—			(1,478	)
RBF’s board fees		—			(725	)
Life insurance premiums of former RBF officers		—			(29	)
Net increase/(decrease) in costs		3,176		$	(1,284	)

(d) This adjustment reflects the reduction in interest earned during the period on the cash and cash equivalents used to finance the acquisition. The adjustment assumes an average interest rate of 0.22%.

(e) Interest expense for RBF was eliminated as a pro forma adjustments as the Company did not assume $3.0 million of RBF’s line of credit borrowings as part of the transaction.

(f) This is the tax impact of the pro forma adjustments utilizing 39.0% effective tax rate in effect as of December 31, 2010.

(g) The diluted E.P.S. calculation includes the additional 203,218 contingently issuable shares held in escrow as part of the acquisition. As a result of these shares being in escrow they are excluded from the calculation of basic E.P.S.

Note 1. Basis of Presentation

The unaudited pro forma condensed consolidated balance sheet of Michael Baker Corporation (“The Company”) as of September 30, 2011 and the unaudited pro forma condensed consolidated statements of income for the year ended December 31, 2010, and for the nine months ended September 30, 2011 give effect to the acquisition of 100% of the outstanding shares of RBF on October 3, 2011 (“the Acquisition”). The Company paid approximately $49.3 million at closing for RBF, subject to a Net Working Capital adjustment provision. In addition, immediately prior to closing the Company received $1.2 million from RBF to fund professional liability tail insurance premiums and for bonus payments due in December 2011 that the Company is disbursing on RBF’s behalf. The Company paid approximately $45.7 million from existing cash and cash equivalents, and issued 203,218 shares of the Company’s common stock. The fair market value of the stock on the Acquisition date approximated $3.6 million based on the closing price of $17.65 per share on October 3, 2011. A portion of the Net Working Capital adjustment totaling $4.0 million was remitted to RBF in 2011 and the remaining preliminary estimated balance of approximately $1.0 million is expected to be settled in 2012. Of the total purchase price, the entire $3.6 million balance of the Michael Baker Corporation common shares and $1.7 million in cash was placed in escrow at closing in order to secure potential indemnification obligations of former owners of RBF to the Company for a period of 36 months subsequent to the closing.

The estimated consideration paid for RBF (in thousands):

(In thousands)
Cash consideration paid at closing	$	45,730
Fair market value of Michael Baker Corporation common shares transferred at closing		3,587
Cash received from RBF to fund professional liability tail insurance premiums and a bonus payments due in December 2011 that the Company is disbursing on RBF’s behalf.		(1,223	)
Preliminary net working capital adjustment payable		5,021
Estimated consideration paid	$	53,115

The following table summarizes the preliminary allocation of the fair value of the purchase price for the Acquisition as of October 3, 2011:

(In thousands)
Cash	$	329
Receivables		36,320
Unbilled revenues on contracts in progress		2,834
Prepaid expenses and other		5,176
Property, Plant and Equipment		6,623
Goodwill		22,012
Other intangible assets		18,379
Accounts payable		(2,907	)
Billings in excess of revenues on contracts in progress		(2,035	)
Income tax payable		(7,945	)
Other accrued expenses		(6,486	)
Deferred income tax liability		(19,185	)
Total	$	53,115

Founded in 1944, RBF is an engineering, planning, surveying and environmental firm based in Irvine, California. RBF has a total of 17 offices located in California, Nevada and Arizona. RBF provides comprehensive planning, design and construction services for its clients including public and governmental agencies, the development community, private enterprise and non-profit agencies.

The unaudited pro forma condensed consolidated balance sheet assumes that the Acquisition occurred on September 30, 2011 and the unaudited pro forma condensed consolidated statements of income assume that the Acquisition occurred on January 1, 2010. The pro forma condensed consolidated statements of income do not include the costs related to the Acquisition. In the opinion of management, these statements include all material adjustments necessary to reflect, on a pro forma basis, the impact of the Acquisition on the historical financial information of the Company. The unaudited pro forma condensed consolidated financial statements are not necessarily indicative of what the Company’s financial position or results of operations would have been had the Acquisition been consummated on such dates or project the Company’s financial position or results of operations at or for any future date or period. The unaudited pro forma condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements of the Company included in its Quarterly Report on Form 10-Q for the quarter ended September 30, 2011 and its Annual Report on Form 10-K for the year ended December 31, 2010, as well as the audited financial statements for RBF for the year ended December 31, 2010, included as Exhibit 99.2 to this Form 8-K/A.

The Acquisition has been accounted for as a business combination under the acquisition method of accounting. Under the acquisition method of accounting, the purchase price was allocated to RBF’s underlying assets and liabilities based on preliminary estimates of their fair values at the date of the Acquisition. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The excess of the purchase price over the preliminary estimated fair value of the underlying assets acquired and liabilities assumed has been recorded as goodwill. Detailed information regarding the final purchase price allocation will be included in Michael Baker Corporation’s Annual Report on Form 10-K for the year ended December 31, 2011.

Note 2. Pro Forma Condensed Consolidated Balance Sheet Adjustments

Pro forma adjustments are necessary to reflect the preliminary allocation of the purchase price, including adjusting assets and liabilities to their estimated fair value and recognizing intangible assets, with related changes in amortization expense, and to reflect the effects of the issuance of Michael Baker Corporation equity necessary to consummate the Acquisition.

The unaudited pro forma condensed consolidated balance sheet assumes that the stock of RBF was acquired on September 30, 2011. The Company did not assume RBF’s debt totaling $3.0 million as part of the transaction. Consideration paid for RBF is based on the existing cash on hand disbursed at closing, the estimated payable derived from the preliminary net working capital adjustment, and the market value of the 203,218 shares of Michael Baker Corporation common stock transferred as of October 3, 2011, offset by the cash received from RBF to fund professional liability tail insurance premiums and for bonus payments due in December 2011 that the Company is disbursing on RBF’s behalf.

The Net Working Capital adjustment for the purposes of the pro forma condensed consolidated balance sheet is based on the balance sheet as of October 3, 2011. The Net Working Capital adjustment is expected to be settled in 2012, and the preliminary calculation resulted in the net working capital payable of approximately $5,021,000 payable to the former shareholders of RBF, $4.0 million of which has been paid to date. The preliminary Net Working Capital adjustment has been included as a pro-forma adjustment in the accompanying pro-forma balance sheet.

To reflect the purchase of RBF as of September 30, 2011, the same parameters of the transaction have been assumed, including the $49.3 million purchase price and the $1.2 million of cash received from RBF to fund professional liability tail insurance premiums and for bonus payments due in December 2011 that the Company is disbursing on RBF’s behalf. The excess of the purchase price, including the preliminary Net Working Capital adjustment, over the fair value of the assets acquired and liabilities assumed has been classified as goodwill. As the Company has not yet finalized the allocation of the purchase price, these amounts are subject to adjustment.

The following table sets forth the preliminary estimates of fair values of the identifiable intangible assets acquired with RBF on October 3, 2011 (in thousands):

(In thousands)	Fair Value		Amortizable Life
Project backlog	$	4,590		1.3
Customer contracts and related relationships		12,070		10.3
Non-competition agreements		1,069		2.3
Trademark / trade name		650		2.3
Total intangible assets	$	18,379

Estimated future amortization expense related to the identifiable intangible assets acquired (in thousands):

For the three months ending December 31, 2011	$	967
Fiscal year 2012		4,771
Fiscal year 2013		2,548
Fiscal year 2014		1,889
Fiscal year 2015		1,666
Fiscal year 2016 and thereafter		6,538
Total	$	18,379

Project backlog and customer contracts and related relationships represent the underlying relationships and agreements with RBF’s existing customers. Non-compete agreements represent the amount of lost business that could occur if the sellers, in the absence of non-compete agreements, were to compete with the Company. The trade name represents the value of the “RBF” brand. Project backlog, customer contracts and related relationships, non-compete agreements and the trade name intangible assets will be amortized on a basis approximating the economic value derived from those assets. The preliminary estimates of fair values and lives ascribed to these identifiable intangible assets are subject to change as the review and evaluation of these assets are finalized.

The adjustment to fair value RBF’s various real estate operating leases based upon current market rates resulted in an adjustment of approximately $1.4 million in the accompanying condensed consolidated pro-forma balance sheet.

As RBF was required to retire its line of credit borrowings with Wells Fargo Bank, N.A upon close of the transaction, $3.0 million has been included as a pro-forma adjustment for these borrowings.

The issuance of 203,218 common shares of Michael Baker Corporation is included as pro-forma adjustments in Shareholders’ Investment, reflecting an increase of approximately $0.2 million in Common Stock and approximately $3.4 million in Additional Paid-In Capital. These adjustments are offset by the pro-forma adjustments to reflect the elimination of RBF’s equity upon the purchase and consolidation with Michael Baker Corporation.

Note 3. Pro Forma Condensed Consolidated Statements of Income Adjustments

The pro forma condensed consolidated statements of income assume that the Acquisition occurred as of January 1, 2010. The pro-forma condensed consolidated statements of income do not include any costs related to the Acquisition. In addition, the pro-forma condensed consolidated statements of income do not assume any impacts from revenue, costs or other operating synergies that are expected to result from the Acquisition. Pro forma adjustments have been made to reflect amortization of the identifiable intangible assets for the related periods. Identifiable intangible assets are being amortized on a basis approximating the economic value derived from those assets.

Pro-forma adjustments to “Cost of work performed” have been made to reflect amortization of operating leases recorded at fair value and a portion of the intangible assets. Pro-forma adjustments to SG&A have been made to reflect the remaining portion of the intangible amortization expense, costs related to the Acquisition, the elimination of “key man” life insurance policies that RBF had maintained for its former primary shareholders, as well as the elimination of stock-based compensation expense related to RBF’s legacy equity incentive programs.

Pro-forma adjustments have also been made to reflect the elimination of interest expense related to RBF’s borrowings under their line of credit agreement with the Wells Fargo Bank, N.A, which was retired as of the closing date. Additionally, interest income earned on the cash balances held by RBF has also been eliminated as a pro-forma adjustment. An adjustment was also made to reflect a reduction in interest income earned by the Company due to the assumed disbursement of $45.7 million of cash and cash equivalents for the Acquisition as of January 1, 2010, net of the $1.2 million received by the Company from RBF to fund professional liability tail insurance premiums and for bonus payments due in December 2011 that the Company is disbursing on RBF’s behalf.

The pro forma adjustments for the income tax provisions were calculated based upon the statutory rates in effect during the respective periods for which pro forma condensed consolidated statements of income are presented. Actual amounts could vary from these pro forma estimates.