8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) November 8, 2012

MICHAEL BAKER CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Pennsylvania

(State or Other Jurisdiction

of Incorporation)

1-6627	25-0927646
(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))

Item 1.01. Entry into a Material Definitive Agreement.

The disclosure set forth in Item 2.03 of this Current Report on Form 8-K is incorporated by reference herein.

Item 2.02. Results of Operations and Financial Condition.

On November 8, 2012, Michael Baker Corporation (the “Company”) issued a press release reporting, among other things, the Company’s financial results for the quarter ended September 30, 2012. A copy of this press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated into this Item 2.02 by reference.

The information furnished pursuant to this Item 2.02 in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Item 2.03.    Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.

On November 8, 2012, the Company amended its current credit agreement dated September 30, 2010, which expires on September 30, 2015 (the “Amendment”) to provide for a $50 million revolving credit facility with a bank group led by Citizens Bank of Pennsylvania, as administrative agent, sole bookrunner and sole lead arranger, and joined by PNC Bank, National Association, as syndication agent, and Wells Fargo Bank, National Association. The Amendment reduced the principal amount of the existing revolving credit facility by $75 million and increased the threshold for the Company’s distributions related to shares of capital stock from $5.0 million to $20.0 million. There were no other substantive/material changes to the credit agreement’s covenants.

The foregoing description of the November 8, 2012 Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 7.01. Regulation FD Disclosure

On November 9, 2012, the Company presented written communications comprised of slides during its earnings conference call and webcast with investors and analysts. The slides from these discussions are attached hereto as Exhibit 99.2 and are being furnished in accordance with Regulation FD of the Securities and Exchange Commission.

The information in this Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.2, is being furnished and shall not be deemed “filed” for the purpose of Section 18 of the Security Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information in this Item 7.01 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit is furnished with this report on Form 8-K:

Exhibit No.	Description
10.1	First Amendment to the Credit Agreement effective November 8, 2012, by and between the Company and Citizens Bank of Pennsylvania, PNC Bank, National Association and Wells Fargo Bank, National Association.
99.1	Press release dated November 8, 2012.
99.2	Presentation materials dated as of November 8, 2012.

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: November 9, 2012

EXHIBIT INDEX

Number	Description	Method of Filing
10.1	First Amendment to the Credit Agreement effective November 8, 2012, by and between the Company and Citizens Bank of Pennsylvania, PNC Bank, National Association and Wells Fargo Bank, National Association.	Filed herewith.
99.1	Press release dated November 8, 2012.	Filed herewith.
99.2	Presentation materials dated as of November 8, 2012.	Filed herewith.

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

THIS FIRST AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of November 8, 2012, by and among MICHAEL BAKER CORPORATION, a Pennsylvania corporation (“MBC”), MICHAEL BAKER, JR., INC., a Pennsylvania corporation (“Michael Baker Jr.”) and MICHAEL BAKER ENGINEERING, INC., a New York corporation (“Baker NY”) (MBC, Michael Baker Jr. and Baker NY are sometimes individually referred to herein as a “Borrower” and collectively as the “Borrowers”), the guarantor parties to the Credit Agreement from time to time (the “Guarantors”), the Bank parties to the Credit Agreement from time to time (the “Banks”) and CITIZENS BANK OF PENNSYLVANIA, a banking association organized and existing under the laws of the Commonwealth of Pennsylvania, as administrative agent for the Bank parties hereunder (in such capacity, together with the successors in such capacity, the “Agent”).

W I T N E S S E T H:

WHEREAS, the Borrowers, the Guarantors, the Banks and the Agent entered into that certain Credit Agreement dated as of September 30, 2010 (the “Credit Agreement”), pursuant to which the Bank parties to the Credit Agreement have made a revolving credit facility in the maximum aggregate amount of $125,000,000 available to Borrowers, the Swing Line Lender (as defined in the Credit Agreement) has made a swing line facility in the maximum aggregate amount of $5,000,000 available to the Borrowers, and the Issuing Bank (as defined in the Credit Agreement) has agreed to issue Letters of Credit up to the maximum aggregate amount of $20,000,000;

WHEREAS, the parties to this Amendment, in their mutual interest, have agreed to amend certain provisions of the Credit Agreement, all as provided for and upon the terms and conditions set forth in this Amendment; and

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, and intending to be legally bound hereby, the parties hereto agree as follows:

1. Defined Terms. All terms used in this Amendment and not otherwise defined herein shall have the meanings ascribed to them in the Credit Agreement. The Credit Agreement and this Amendment are to be treated as one agreement and are together referred to hereafter as the “Agreement”.

2. Recitals. The recitals set forth above are fully incorporated into this Amendment by reference. All references to “Agent” shall refer to Agent in its capacity as agent for the Banks and for the benefit of itself and the Banks and on behalf of itself and the Banks, as provided for and contemplated under the Loan Documents.

3. Amendment of Certain Defined Terms.

(a) The following terms contained in Section 1.01 of the Credit Agreement are amended and restated as follows:

(i) “Agreement” shall mean this Credit Agreement entered into by and among the Borrowers, the Guarantors, the Banks and the Agent dated as of September 30, 2010, as amended by the First Amendment dated as of the First Amendment Date, as the same may be further amended, modified or supplemented from time to time.

(b) The following terms shall be inserted in Section 1.01 of the Credit Agreement in the appropriate alphabetical order:

(i) “First Amendment” shall mean the First Amendment to the Credit Agreement by and among the Borrowers, the Agent and the Banks dated as of the First Amendment Date.

(ii) “First Amendment Date” shall mean November 8, 2012.

4. Amendment of Section 2.01(a). Subsection (a) of Section 2.01 of the Credit Agreement shall be amended and restated as follows:

(a) Revolving Credit Loans. Subject to the terms and conditions and relying upon the representations and warranties set forth in this Agreement, the Notes and the other Loan Documents, the Banks severally (but not jointly) agree to make loans (the “Revolving Credit Loans”) to the Borrowers at any time or from time to time on or after the Closing Date and to and including the Business Day immediately preceding the Expiry Date in an aggregate principal amount which, when combined with the aggregate principal amount of all Swing Line Loans outstanding and the aggregate Letter of Credit Undrawn Availability, shall not exceed at any one time outstanding Fifty Million and 00/100 Dollars ($50,000,000.00) (the “Revolving Credit Facility Commitment”); provided, however, that no Bank shall be required to make Revolving Credit Loans (or participate in the issuance of Letters of Credit) in an aggregate principal amount outstanding at any one time exceeding such Bank’s Commitment. The Revolving Credit Loans shall be made pro rata in accordance with each Bank Commitment Percentage. Within the limits of time and amount set forth in this Section 2.01, and subject to the provisions of this Agreement including, without limitation, the Banks’ right to demand repayment of the Revolving Credit Loans upon the occurrence of an Event of Default, the Borrowers may borrow, repay and reborrow under this Section 2.01; provided, however, that if the Borrowers prepay any Libor Rate Loan on a day other than the last day of the applicable Interest Period for such Libor Rate Loan, then the Borrowers shall comply with the terms and conditions of Section 2.11(c) with respect to such prepayment.

5. Amendment of Section 6.11. Section 6.11 of the Credit Agreement shall be amended and restated as follows:

6.11 Distributions. No Borrower shall declare, make, pay, or agree, become or remain liable to make or pay, any Distributions of any nature (whether in cash, property, securities or otherwise) on account of or in respect of any shares of the capital stock of such Borrower or on account of the purchase, redemption, retirement or acquisition of

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any shares of the capital stock (or warrants, options, or rights for any shares of the capital stock of the Borrower) other than (i) Distributions declared, made or paid by a Subsidiary of a Borrower to such Borrower, (ii) Distributions made by MBC in an aggregate amount not to exceed Twenty Million and 00/100 Dollars ($20,000,000.00) from and after the date of this Agreement, and (iii) Distributions to repurchase shares of capital stock of MBC upon terms and at times that are determined by the board of directors of MBC from time to time, provided that such Distributions do not exceed Ten Million and 00/100 Dollars ($10,000,000.00) during any rolling twelve (12) month period. No Borrower nor any Subsidiary of a Borrower shall enter into or suffer to exist any agreement with any Person, other than in connection with this Agreement, which prohibits or limits the ability of the Loan Parties or any Subsidiary to create, incur, assume or suffer to exist any Distribution.

6. Amendment of Section 9.04 Notices. Section 9.04 of the Credit Agreement shall be amended and restated as follows:

9.04 Notices. All notices, requests, demands, directions and other communications (collectively, “Notices”) under the provisions of this Agreement or the Notes must be in writing (including telexed or telecopied communication) unless otherwise expressly permitted under this Agreement and must be sent by first-class or first-class express mail, private overnight or next Business Day courier or by telecopy with confirmation in writing mailed first class, in all cases with charges prepaid, and any such properly given Notice will be effective when received. All Notices will be sent to the applicable party at the addresses stated below or in accordance with the last unrevoked written direction from such party to the other parties.

If to Borrowers:	Michael J. Zugay
	Chief Financial Officer
	Michael Baker Corporation
	Airport Business Park
	100 Airside Drive
	Moon Township, PA 15108
and a copy to:	H. James McKnight, Esquire
	Secretary and General Counsel
	Michael Baker Corporation
	Airport Business Park
	100 Airside Drive
	Moon Township, PA 15108
	Michael C McLean, Esquire
	K&L Gates
	K&L Gates Center, 210 Sixth Ave
	Pittsburgh, PA 15222
If to Agent:	John J. Ligday, Jr.
	Senior Vice President
	Citizens Bank of Pennsylvania
	29th Floor
	525 William Penn Place
	Pittsburgh, PA 15219

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and a copy to:	Craig S. Heryford, Esquire Buchanan Ingersoll & Rooney, PC 20th Floor, One Oxford Centre Pittsburgh, PA 15219-1425
If to Banks:	At such Bank’s address set forth on Schedule 1 attached hereto and made a part hereof

7. Amendment of Schedule 1. Schedule 1 of the Credit Agreement shall be amended and restated as set forth on Schedule 1 attached to the First Amendment.

8. Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

9. Saving Clause. Except as specifically amended or modified by this Amendment, all parties to this Amendment hereby confirm and ratify the Credit Agreement in its entirety, including without limitation, the Exhibits, Schedules and Annexes thereto and agree to be bound by the terms thereof.

10. Fees and Expenses. The Borrower shall pay to the Agent all costs and expenses (including reasonable attorneys fees) incurred by the Agent in connection with the negotiation, execution and delivery of this Amendment.

11. Authorization. Each individual signing this Amendment on behalf of a legal entity represents that such individual is an authorized representative of such legal entity.

[Signature pages begin on following page]

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SIGNATURE PAGE 1 OF 4 TO THE FIRST AMENDMENT TO THE CREDIT AGREEMENT

IN WITNESS WHEREOF, the parties hereto, by their officers thereunto duly authorized, have executed and delivered this Amendment as of the date first above written.

BORROWERS:
MICHAEL BAKER CORPORATION
By:	/s/ Bradley L. Mallory
Title:	President & CEO
MICHAEL BAKER, JR., INC.
By:	/s/ Bradley L. Mallory
Title:	President & CEO
MICHAEL BAKER ENGINEERING, INC.
By:	/s/ Bradley L. Mallory
Title:	Executive Vice President

SIGNATURE PAGE 2 OF 4 TO THE FIRST AMENDMENT TO THE CREDIT AGREEMENT

AGENT:
CITIZENS BANK OF PENNSYLVANIA
By:	/s/ John J. Ligday, Jr.
Title:	Senior Vice President

SIGNATURE PAGE 3 OF 4 TO THE FIRST AMENDMENT TO THE CREDIT AGREEMENT

PNC BANK, NATIONAL ASSOCIATION
By:	/s/ Justin Krauss
Title:	Assistant Vice President

SIGNATURE PAGE 4 OF 4 TO THE FIRST AMENDMENT TO THE CREDIT AGREEMENT

WELLS FARGO BANK, NATIONAL ASSOCIATION
By:	/s/ J. Barrett Donovan
Title:	Senior Vice President

Schedule 1

Commitments of Lenders

Bank	Revolving Credit Commitment		Commitment Percentage
Citizens Bank of Pennsylvania	$	20,000,000		40	%
29th Floor
525 William Penn Place
Pittsburgh, PA I 5222
PNC Bank, National Association	$	17,000,000		34	%
249 Fifth Avenue One PNC Plaza
Pittsburgh, PA 15222
Wells Fargo Bank, National Association	$	13,000,000		26	%
Four Gateway Centre
444 Liberty Avenue, Suite 1400
Pittsburgh, PA 15222
Total Commitment Amount	$	50,000,000		100	%

JOINDER

Intending to be legally bound hereby, the undersigned Guarantor parties to the Credit Agreement (collectively, the “Guarantors”) join in the foregoing First Amendment to Credit Agreement for the purpose of consenting to the terms thereof and ratifying and confirming their obligations under its Guaranty and Suretyship Agreement and the other Loan Documents to which it is a party, as the case may be, previously delivered to the Agent or the Banks. Furthermore, the undersigned acknowledge and agree that the obligations of the Borrowers incurred in connection with the First Amendment to Credit Agreement shall be obligations which are secured by and entitled to the benefits of the Guarantees and the other Loan Documents to which the undersigned is a party, as the case may be.

Each of the undersigned hereby reaffirms the validity and enforceability of the Guarantees to which each such undersigned is a party. The undersigned hereby represents and warrants that as of the date of this First Amendment to Credit Agreement, the undersigned has no defenses or counterclaims whatsoever against the Agent or the Banks arising from this Amendment, the Credit Agreement or the Loan Documents, or any of them and that the Agent and the Banks have not waived any of their rights and remedies.

GUARANTORS:
THE LPA GROUP INCORPORATED
By:	/s/ Bradley L. Mallory
Title:	Executive Vice President
RBF CONSULTING
By:	/s/ Bradley L. Mallory
Title:	Executive Vice President

EX-99.1

Exhibit 99.1

N E W S R E L E A S E

Contact:	David Higie
Phone:	(412) 269-6449
Release:	Immediate (Nov. 8, 2012)

BAKER ANNOUNCES FINANCIAL RESULTS FOR THIRD QUARTER AND FIRST NINE MONTHS OF 2012

Company Adopts Comprehensive Plan to Improve Performance and Deliver Value to

Shareholders, Including a $0.14 /Share Quarterly Dividend

PITTSBURGH — Michael Baker Corporation (NYSE MKT:BKR) today reported its financial results for the third quarter and first nine months of 2012. The Company also announced that its Board of Directors had adopted a comprehensive plan to improve performance and deliver value to shareholders, including a $0.14 per share quarterly dividend payable on December 19, 2012, to shareholders of record on November 28, 2012.

Results of Operations

For the quarter, Baker reported net income from continuing operations of $0.7 million, or $0.07 per diluted share, on total contract revenues of $145.2 million. This compares to net income from continuing operations of $7.1 million, or $0.76 per diluted share, on total contract revenues of $131.1 million in the third quarter of 2011.

The $14.1 million period-over-period increase in revenues was driven primarily by the addition of $23.1 million in revenues from RBF, which Baker acquired on October 1, 2011, partially offset by a decrease in work performed for the Department of Defense. The decrease in net income is attributable primarily to lower utilization, the impact of unfavorable project mix, and an increase in acquisition-related amortization expenses. This was partially offset by the addition of RBF’s gross profit and the recognition of certain non-recurring overhead adjustments related to the Company’s FEMA contracts for several prior contract years.

Total backlog for continuing operations at September 30, 2012, increased to $1.65 billion, as compared to $1.59 billion at December 31, 2011. Of these totals, $635 million and $685 million, respectively, are considered funded backlog.

For the first nine months of 2012, the Company reported income from continuing operations of $4.3 million, or $0.45 per diluted share, on total contract revenues of $452.2 million, compared with income from continuing operations of $12.8 million, or $1.38 per diluted share, on total contract revenues of $382.2 million in the first nine months of 2011.

The full-year forecasted effective income tax rate for continuing operations was 44.0 percent and 37.5 percent at September 30, 2012 and 2011, respectively.

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ADD ONE—BAKER FINANCIAL RESULTS FOR THIRD QUARTER 2012

“As we have said previously, general market conditions for many U.S. engineering firms remain challenging and we continue to see delays in major projects,” said Bradley L. Mallory, president and chief executive officer. “While we remain cautiously optimistic that the business environment will improve going forward, we are not content to wait for that improvement. Instead, we have adopted a comprehensive plan to improve our performance and deliver value to our shareholders.”

Performance Improvement Plan

During the third quarter, Baker completed an organizational realignment designed to increase work sharing, enhance cross selling and improve utilization. The Company also adopted a performance improvement plan designed to reduce its cost structure by approximately $18.0 to $20.0 million in 2013, with estimated one-time expense costs to achieve these savings of $1.0 million, substantially all of which will be incurred in the fourth quarter of 2012. Progress against this Performance Improvement Plan will be monitored by a special committee of the Board of Directors.

“With the completion of our acquisitions of LPA in 2010 and RBF in 2011, we successfully expanded our geographic footprint in the U.S., and we intend to focus on maximizing the potential cost and revenue synergies that we believe those firms present,” added Mallory. “While we may consider other potentially accretive add-on acquisitions, we expect to focus squarely in the near and intermediate term on furthering integrating LPA and RBF, as well as on the improvement of our overall results of current operations.”

Delivering Value to Shareholders

At September 30, 2012, Baker had a cash balance of $67.1 million and no debt, demonstrating that it continues to generate positive cash flow from operations despite difficult business conditions. In consideration of the Company’s financial resources and its focus on improving organic results rather than pursuing significant acquisitions, the Board of Directors has adopted a policy to pay regular quarterly dividends. Accordingly, the Board declared a cash dividend of $0.14 per share, payable on December 19, 2012, to shareholders of record on November 28, 2012.

Additionally, the Board authorized the repurchase of up to $10.0 million of the Company’s common shares. Shares may be repurchased from time to time for cash in open-market or privately-negotiated transactions in accordance with applicable securities laws. The Company will determine the timing and amount of any repurchase based on its evaluation of market conditions, share price and other factors. The share repurchase program has no pre-established closing date and may be initiated, suspended or discontinued at any time.

“The Board believes in Baker’s long-term prospects and is committed to seeking to deliver value to shareholders,” said Richard L. Shaw, chairman. “The Board will actively monitor the progress of the Performance Improvement Plan and take whatever actions we can to assure that its objectives are met.”

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ADD TWO—BAKER FINANCIAL RESULTS FOR THIRD QUARTER 2012

About Baker

Michael Baker Corporation (www.mbakercorp.com) provides engineering, design, planning and construction services for its clients’ most complex challenges worldwide. The firm’s primary business areas are architecture, aviation, defense, environmental, geospatial, homeland security, municipal & civil, oil & gas, rail & transit, telecommunications & utilities, transportation, urban development and water. With more than 3,000 employees in over 100 offices across the United States, Baker is focused on creating value by delivering innovative and sustainable solutions for infrastructure and the environment.

Conference Call

Michael Baker Corporation has scheduled a conference call and webcast for Friday, November 9, at 9:00 a.m. EST, to discuss the third quarter and first nine months’ results. Please call 877-769-6805 at least 10 minutes prior to the start of the call. To access the webcast, please visit the investor relations portion of Baker’s website at www.mbakercorp.com.

(The above information 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 2011 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; 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.)

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ADD THREE — BAKER FINANCIAL RESULTS FOR THIRD QUARTER 2012

FINANCIAL SUMMARY

(Unaudited)

Operating Results	For the three months ended September 30,				For the nine months ended September 30,
(In thousands, except earnings per share)	2012		2011		2012		2011
Revenues	$	145,237	$	131,139	$	452,193	$	382,233
Gross profit		22,774		27,117		72,099		75,642
Operating Income		1,389		9,368		6,026		18,660
Income before income taxes and noncontrolling interests	$	1,617	$	9,673	$	7,920	$	19,218
Net income from continuing operations before noncontrolling interests	$	838	$	7,295	$	4,888	$	13,631
Income from discontinued operations, net of tax		322		116		822		101
Less: Income attributable to noncontrolling interests		179		178		585		814
Net income attributable to Michael Baker Corporation	$	981	$	7,233	$	5,125	$	12,918
Earnings per share:
Basic-continuing operations	$	0.07	$	0.76	$	0.46	$	1.38
Diluted-continuing operations		0.07		0.76		0.45		1.38
Basic-net income		0.11		0.77		0.55		1.39
Diluted-net income	$	0.10	$	0.77	$	0.53	$	1.39

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ADD FOUR — BAKER FINANCIAL RESULTS FOR THIRD QUARTER 2012

Segment results
(In millions)	For the three months ended September 30,						For the nine months ended September 30,
	2012			2011			2012			2011
Revenues
Transportation	$	78.3		$	76.2		$	242.7		$	219.4
Federal		66.9			54.9			209.5			162.8
Total revenues	$	145.2		$	131.1		$	452.2		$	382.2
Gross Profit
Transportation	$	13.5		$	14.0		$	41.4		$	38.4
Federal		9.8			13.5			32.1			38.0
Corporate		(0.5	)		(0.4	)		(1.4	)		(0.7	)
Total gross profit		22.8			27.1			72.1			75.7
Less: SG&A
Transportation		(11.9	)		(11.1	)		(36.7	)		(35.1	)
Federal		(9.5	)		(6.6	)		(29.4	)		(21.9	)
Total SG&A		(21.4	)		(17.7	)		(66.1	)		(57.0	)
Operating income/(loss)
Transportation		1.6			2.9			4.7			3.3
Federal		0.3			6.9			2.7			16.1
Corporate		(0.5	)		(0.4	)		(1.4	)		(0.7	)
Total operating income	$	1.4		$	9.4		$	6.0		$	18.7
Backlog							As of
(In millions)							September 30, 2012			December 31, 2011
Funded							$	635.3		$	684.6
Unfunded								1,010.2			908.6
Total							$	1,645.5		$	1,593.2

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ADD FIVE — BAKER FINANCIAL RESULTS FOR THIRD QUARTER 2012

Condensed Balance Sheet	As of
(In thousands)	September 30, 2012			December 31, 2011
ASSETS
Cash and cash equivalents	$	67,055		$	36,050
Available for sale securities		—			12,323
Receivables, net		104,177			104,091
Unbilled revenues on contracts in progress		73,087			77,713
Prepaid expenses and other		15,796			16,100
Total current assets		260,115			246,277
Property, plant and equipment, net		17,346			20,903
Goodwill and other intangible assets, net		96,772			104,505
Other long-term assets		8,132			8,189
Total assets	$	382,365		$	379,874
LIABILITIES & SHAREHOLDERS’ INVESTMENT
Accounts payable	$	39,517		$	44,434
Accrued compensation and insurance		38,400			36,366
Billings in excess of revenues on contracts in progress		24,588			24,064
Other accrued expenses		24,741			27,677
Total current liabilities		127,246			132,541
Other long-term liabilities		27,043			26,704
Total liabilities		154,289			159,245
Common Stock		10,159			10,067
Additional paid-in capital		68,600			66,218
Retained earnings		153,730			148,605
Accumulated other comprehensive loss		—			(90	)
Less - Treasury shares		(5,160	)		(4,888	)
Total Michael Baker Corporation shareholders’ investment		227,329			219,912
Noncontrolling interests		747			717
Total shareholders’ investment		228,076			220,629
Total liabilities & shareholders’ investment	$	382,365		$	379,874

# # # #

EX-99.2

Creating Value …

…

Delivering Solutions

Michael Baker Corporation

Third Quarter 2012 Earnings Call

November 9, 2012

Exhibit 99.2

2

Revenue From Continuing Operations

(in millions)

$382.2

$452.2

$499.4

$538.4

$0

$50

$100

$150

$200

$250

$300

$350

$400

$450

$500

$550

2010

2011

2012 First 9 Mos.

3

Operating

Income

-

Continuing

Operations

(in millions)

$18.7

$6.0

$22.3

$24.2

$0

$5

$10

$15

$20

$25

$30

2010

2011

2012 First 9 Mos.

4

Diluted EPS From Continuing Operations

$1.38

$0.45

$1.60

$1.80

$0.00

$0.50

$1.00

$1.50

$2.00

2010

2011

2012 First 9 Mos.

We need to…

Improve Performance Dramatically and

Immediately

Deliver Value to Shareholders

5

Focus on Improving Business Results

We completed a realignment of our operations to increase work sharing,

enhance cross-selling and improve our utilization rate.

Management believes that the Company has addressed its strategic

expansion needs with its acquisition of LPA in the Southeast and

RBF in

the West and Southwest.

The Company is focusing squarely on improving its operating results and

management will not pursue additional major acquisitions at this

time.

This will enable the Company’s management to solely concentrate all of

its efforts on improving internal operations for the next 12 to 18 months.

Management will consult with the Board in the event that a potentially

attractive acquisition opportunity is presented prior to expending

significant resources on it.

6

Alternative Delivery

Construction Management

Oil & Gas

Private Sector Work

Organic Growth Strategy

7

Performance Improvement Plan (“PIP”)

Approximately $18-$20 Million in Cost Savings

Reductions in Force / Retirements

Overhead Reductions

Reduce Occupancy Costs

Reduce Travel Expenses

Reduce Other Miscellaneous SG&A Expenses

One-time cash costs in Q4 estimated at $1.0M

To be monitored by Board Committee

8

Dividend

$0.14 Quarterly Dividend

A

$0.14

quarterly

cash

dividend

would

represent

an

approximately

2.5%

dividend

yield.

9

9.7M

Total Shares Outstanding

x

$0.14

Quarterly Cash Dividend

$1.36M

Quarterly Dividend to be paid in Cash

x

4

$5.44M

Annual Cash Dividend

Share Repurchase Authorization

Board has authorized the repurchase of up to

$10.0M of the Company’s shares from time to time

in the open market or otherwise.

Parameters for repurchases to be set in

consultation with the Performance Improvement

Committee, but initially expect to repurchase shares

on an opportunistic basis if circumstances warrant

so doing.

10

Stock Ownership Guidelines

The Board adopts the following stock ownership

guidelines:

CEO –

5x Base Salary

CFO, CLO, COO, CPO, Transportation Market Leader

& Former RBF Co-CEOs –

3x Base Salary

Board of Directors –

4x Cash Retainer

Guidelines are to be met within five years

11

Summary

Redoubling our focus on improving business results

Not pursuing more major acquisitions at this time

Focusing squarely on organic growth opportunities

Cutting between $18-$20 million in costs in 2013

Initiating a quarterly dividend of $0.14/share

Authorizing a potential share repurchase of up to $10M

of our shares

Implementing stock ownership guidelines for Board and

top management

12

All in Order To ….

Improve

Performance

Dramatically

…

and

Immediately

Deliver Value to Shareholders

13

Michael Baker Corporation

Third Quarter 2012 Earnings Call

November 9, 2012

Creating Value …

…

Delivering Solutions