SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 11-K
Annual Report Pursuant to Section 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2005
Commission file number 33-14058
A. Full title of the plan and the address of the plan, if different from that
of the issuer named below:
Michael Baker Corporation Employee Stock Ownership Plan
B. Name of issuer of the securities held pursuant to the plan and the address
of its principal executive office:
Michael Baker Corporation
Airside Business Park
100 Airside Drive
Moon Township, PA 15108
MICHAEL BAKER CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
Financial Statements and Additional Information
December 31, 2005 and 2004
MICHAEL BAKER CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
CONTENTS
DECEMBER 31, 2005 AND 2004
Page(s)
-------
REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMS 1-2
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits 3
Statements of Changes in Net Assets Available for Benefits 4
Notes to Financial Statements 5 - 10
SUPPLEMENTARY FINANCIAL INFORMATION
Schedule H, Line 4(i) - Schedule of Assets (Held at End of Year) 11 - 12
Schedule H, Line 4(j) - Schedule of Reportable Transactions 13
Note: Other schedules required by Section 2520.103-10 of the Department of
Labor's Rules and Regulations for Reporting and Disclosure under ERISA have been
omitted because they are not applicable.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Employee Stock Ownership Plan and Trust Committee
Michael Baker Corporation
Moon Township, Pennsylvania
We have audited the accompanying statements of net assets available for benefits
of the Michael Baker Corporation Employee Stock Ownership Plan (the "Plan") as
of December 31, 2005, and the related statements of changes in net assets
available for benefits for the year then ended. These financial statements are
the responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, 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, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
2005, and the changes in net assets available for benefits for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.
Our audit was conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
(held at end of year) as of December 31, 2005, and (2) reportable transactions
for the year ended December 31, 2005, are presented for the purpose of
additional analysis and are not a required part of the basic financial
statements, but are supplementary information required by the Department of
Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. These schedules are the responsibility
of the Plan's management. Such schedules have been subjected to the auditing
procedures applied in our audit of the basic 2005 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
-------------------------
Pittsburgh, Pennsylvania
June 24, 2006
1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Employee Stock Ownership Plan and Trust Committee
Michael Baker Corporation
Moon Township, Pennsylvania
We have audited the accompanying statement of net assets available for benefits
of the Michael Baker Corporation Employee Stock Ownership Plan as of December
31, 2004, and the related statement of changes in net assets available for
benefits for the year then ended. These financial statements are the
responsibility of the Plan administrator. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The Plan is not required to have,
nor were we engaged to perform, an audit of its internal control over financial
reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Plan's internal control over financial reporting.
Accordingly, we express no such opinion. 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 net assets available for benefits as of December 31,
2004, and the changes in net assets available for benefits for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.
/s/ Schneider Downs & Co., Inc.
--------------------------------
Pittsburgh, Pennsylvania
June 2, 2005
2
MICHAEL BAKER CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31,
---------------------------
2005 2004
------------ ------------
ASSETS
INVESTMENTS, AT FAIR VALUE
Investments in common stock of Michael Baker Corporation $ 43,461,822 $ 43,583,027
Investments in mutual funds 147,966,048 114,343,669
Participant loans (market value approximates cost) 2,217,065 1,934,779
------------ ------------
Total investments 193,644,935 159,861,475
RECEIVABLES, AT FAIR VALUE
Employer contributions -- 1,499,996
Participant contributions -- 4,543
------------ ------------
Total receivables -- 1,504,539
------------ ------------
Total assets 193,644,935 161,366,014
------------ ------------
LIABILITIES
ACCOUNTS PAYABLE
Excess contributions -- 192,336
------------ ------------
Total liabilities -- 192,336
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $193,644,935 $161,173,678
============ ============
The accompanying Notes are an integral part of the Financial Statements.
3
MICHAEL BAKER CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED
DECEMBER 31,
---------------------------
2005 2004
------------ ------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO
Investment Income
Interest and dividends $ 4,696,239 $ 1,834,386
Net appreciation in fair value of investments 21,738,474 31,371,066
------------ ------------
Total investment income 26,434,713 33,205,452
------------ ------------
Participant contributions 13,921,606 12,370,170
Employer contributions 4,837,332 6,036,138
------------ ------------
Total contributions 18,758,938 18,406,308
------------ ------------
Total additions 45,193,651 51,611,760
------------ ------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO
Participant withdrawals 12,703,015 12,905,213
Administrative fees 19,379 8,870
------------ ------------
Total deductions 12,722,394 12,914,083
------------ ------------
Net increase in net assets 32,471,257 38,697,677
Net assets available for benefits, beginning of year 161,173,678 122,476,001
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $193,644,935 $161,173,678
============ ============
The accompanying Notes are an integral part of the Financial Statements.
4
MICHAEL BAKER CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2005 AND 2004
1. DESCRIPTION OF THE PLAN
GENERAL
The following description of the Michael Baker Corporation Employee Stock
Ownership Plan (the "Plan") is provided for general information purposes
only. Participants should refer to the Plan agreement for more complete
information.
The Plan is a defined contribution plan that provides all eligible
employees of Michael Baker Corporation ("the Company") with an opportunity
to accumulate additional retirement benefits as well as invest in the
Company's stock. The Plan is subject to provisions of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). Effective
January 1, 2004, part-time and temporary employees were required to work
1,000 hours before becoming eligible to join the plan.
The Company changed its Plan provider to Fidelity Institutional Retirement
Services Company from Putnam Investments, Inc. ("Putnam"), effective
January 1, 2005. No changes in contributions, vesting, distributions,
participant loans or forfeitures related to the Plan document have
occurred; however, investment options have changed from those offered by
Putnam.
PARTICIPANT ACCOUNTS
Each participant's account is credited with the participant's contribution
and allocations of (a) the Company's contributions and (b) Plan earnings or
losses, and charged with an allocation of certain administrative fees.
Allocations are based on participant earnings or account balances, as
defined by the Plan. The benefit to which a participant is entitled is the
benefit that can be provided from the participant's vested account.
CONTRIBUTIONS
Participants contribute to the Plan through a Section 401(k) Employee
Salary Redirection Election. During 2005 and 2004, participants were able
to choose to contribute up to the lower of 75 percent of their salaries
(including commissions and overtime) or the annual limitation established
by the Internal Revenue Service ("IRS"). The maximum amount of a
participant's salary, which may be eligible for withholding for any Plan
year, could not exceed $210,000 in 2005 or $205,000 in 2004. The Plan also
allows participants to roll over funds from a previous employer's
tax-qualified plan or tax-qualified individual retirement account. All
employees who are eligible to make deferred contributions under this Plan
and who have attained age 50 before the close of the plan year shall be
eligible to make catch-up contributions in accordance with and subject to
the limitation established by the IRS.
COMPANY MATCHING CONTRIBUTIONS
In 2005 and 2004, under provisions of the Plan, the Company made matching
contributions to the participants' accounts in the amount of 100 percent of
the first 3 percent of eligible salary and 50 percent on the next 3 percent
of eligible salary (including commissions but excluding overtime, except
for Energy employees regularly scheduled to work over 40 hours per week,
who are matched on overtime up to a maximum of 84 hours per two week pay
period) contributed by each participant except for the Company's Energy
employees, which the Company made matching contributions of 50 percent on
the first 6 percent of eligible salary. The Company is not required to
match contribution amounts over the 5 percent limit.
5
The Company's matching contributions were invested in not less than 25
percent of the Company's common stock in 2005 and 2004, with the remaining
75 percent invested in accordance with the participant's investment
elections for participant contributions.
The Company's Board of Directors is authorized to make additional
discretionary contributions to the Plan from time to time. No discretionary
contributions were made in 2004, however, a $1.5 million discretionary
contribution related to the 2004 plan year was approved by the Board of
Directors and allocated to non-highly compensated participants' accounts
during the first quarter of 2005.
VESTING
Participants are vested immediately in their contributions plus actual
earnings thereon. All amounts in the participants' Plan accounts that are
attributable to the transfer of funds from a previously terminated
retirement plan, the rollover from a previous employer's tax-qualified
plan, and participant contributions are 100 percent vested and
nonforfeitable at all times.
All of the Company's matching and discretionary contributions will become
100 percent vested upon attainment of three years of service with the
Company or earlier, upon attainment of normal retirement date, disability
or death. If a participant ceases employment with the Company before
attaining a vested interest in the Company's contributions, he or she will
forfeit those contributions and those contributions will be used to reduce
the Company's future matching contributions. Forfeitures of the Company's
discretionary contributions by employees ceasing employment with the
Company before attaining a vested interest are reallocated to the remaining
participants.
DISTRIBUTIONS
The Plan provides for distribution of benefits upon retirement, total and
permanent disability, death, or termination of employment for any other
reason. The amount of distributions that a participant, or his or her
beneficiary is entitled to, is based on the vesting requirements discussed
above. All distributions will be made in the form of a single, lump-sum
distribution or in substantially equal annual installments over a period
not exceeding five years. For participant accounts invested in the
Company's common stock, distributions may be made in cash and/or shares of
common stock, at the discretion of the participant. As a one-time option,
participants may apply in writing to the administrator for a withdrawal of
up to 50 percent of their vested account balance for certain limited
situations qualifying as financial hardships under IRS guidelines in effect
at the time of the withdrawal.
PARTICIPANT LOANS
A participant may borrow money from the portion of his or her account
attributable to his or her own 401(k) plan contributions. The participant
is allowed one outstanding loan that may be obtained for any reason. Loan
amounts shall not exceed the lesser of: (a) 50 percent of the participant's
vested account balance, including rollovers, (b) $50,000 adjusted for
pre-existing loans, or (c) such amount as may be determined by the Plan
administrator. All loans will be drawn against the participant's account
among the respective investment options as directed, and are secured by the
assets within the participant's accounts. Interest rates on outstanding
notes receivable ranged from 5.00 percent to 10.50 percent at December 31,
2005. Principal and interest payments are paid ratably and are generally
repaid by payroll deduction.
SPECIAL PROVISIONS FOR QUALIFIED KATRINA PARTICIPANTS
The Internal Revenue Service (IRS) released legislation in September 2005,
allowing plan sponsors to make distributions or loans to "qualified
hurricane participants" affected by Hurricane Katrina. The Plan adopted the
provisions of IRS Announcement 2005-70 and the Katrina Emergency Tax Relief
Act of 2005. The Plan Document was amended to include all the details of
the provisions.
6
FORFEITED ACCOUNTS
At December 31, 2005 and 2004, forfeited non-vested accounts totaled $8,235
and $72,135, respectively. Forfeited non-vested account balances are used
to reduce future employer matching contributions. Also in 2005 and 2004,
employer contributions were reduced by $716,463 and $471,410, respectively,
as a result of forfeited non-vested accounts.
COMMON STOCK
The Plan enables participating employees to acquire an equity interest in
the Company; as such, contributions to the Plan can be invested in the
Company's common stock. The Plan's investment in the Company's common stock
comprised 1,701,050 shares (cost of $15,385,782) and 2,223,624 shares (cost
of $18,164,444) at December 31, 2005 and 2004, respectively. Participants
have the ability to divest themselves of the Company's common stock after
they are vested.
INVESTMENT OPTIONS
Each participant may direct Fidelity to invest certain portions of his or
her account in investment funds. Investment funds available to participants
are the Michael Baker Common Stock Fund (invests in common stock of the
Company), the Fidelity Retirement Money Market Portfolio (primarily invests
in U.S. dollar-denominated money market securities and repurchase
agreements for those securities), the Managed Income Portfolio (invests in
investment contracts issued by insurance companies and other financial
institutions, and in fixed income securities as further described in the
prospectus), PIMCO Total Return Fund - Institutional class (invests in all
types of bonds, including U.S. government, corporate, mortgage and
foreign), Dodge & Cox Balanced Fund (invests in a diversified mix of common
and preferred stocks and investment-grade bonds, generally rated in the top
four ratings categories), T. Rowe Price Equity Income Fund (invests in at
least 65% of the fund's total assets in dividend-paying common stocks,
particularly of established companies, with favorable prospects for both
increasing dividends and capital appreciation), Fidelity Contrafund
(invests primarily in common stocks), Spartan U.S. Equity Index Fund
(invests in at least 80% of its assets in common stocks included in the S&P
500 Index, which broadly represents the performance of common stocks
publicly traded in the U.S.), Fidelity Growth Company Fund (invests
primarily in common stocks), American Funds Growth Fund of America - Class
R5 (invests in a diversified portfolio consisting primarily of common
stocks), Franklin Small-Mid Cap Growth Fund - Advisor Class (under normal
market conditions the fund will, invest at least 80% of its total asset in
the equity securities of U.S. small capitalization companies and in the
equity securities of U.S. mid capitalization companies), Loomis Sayles
Small Cap Value Fund - Institutional Class (seeks to achieve its objective
by emphasizing both undervalued securities and securities of companies with
significant growth potential), American Funds New Perspective Fund - Class
R5 (invests primarily in stocks of established companies located all over
the world, including the United States), Fidelity International Discovery
Fund (normally invests primarily in foreign securities), Fidelity Freedom
Funds (Each freedom fund invests in a diversified portfolio of
well-established Fidelity stock, bond, and money market mutual funds.
Fidelity Freedom Fund 2040, with the longest time horizon, invests
primarily in stock mutual funds to take advantage of potentially greater
growth opportunities. The asset mix of each Freedom Fund with a target date
(Freedom, 2000, 2010, 2020, 2030, and 2040) will gradually become more
conservative over time so investors can stay with the same fund before and
during retirement. After reaching the target retirement date, these Freedom
Funds continue to be managed more conservatively for five to ten more years
until their asset mix is approximately the same as Freedom Income Fund).
PLAN ADMINISTRATION AND FEES
The Company provides certain administrative and accounting services to the
Plan at no cost. In addition, the Company pays the cost of services
provided to the Plan by Fidelity, legal counsel and independent
accountants. Certain reasonable distribution processing fees charged by
Fidelity are deducted from the respective participant account balances.
7
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
Fidelity performs the recordkeeping function for the Plan and the records
are maintained on a cash basis. The financial statements included herein
include all adjustments to reflect the financial statements on the accrual
basis of accounting in accordance with accounting principles generally
accepted in the United States of America.
INVESTMENTS
Investments are stated at fair value based upon quoted market values.
Purchases and sales of securities are recorded on a trade-date basis. The
investment in the Company's common stock is stated at publicly-traded
closing market values as of December 31, 2005 and 2004. As of December 31,
2005 and 2004, the Plan's assets comprised approximately 22 percent and 27
percent, respectively, of the Company's shares of common stock; therefore,
such valuation might be subject to significant fluctuation in the event of
a substantial liquidation of such holdings by the Plan.
The difference between the cost and current market value of investments
purchased since the beginning of the period and the increase in such stated
market value of investments held at the beginning of the period is included
in the caption, "Net appreciation in fair value of investments" in the
Statements of Changes in Net Assets Available for Benefits.
CONTRIBUTIONS
Employee and employer contributions are recorded in the period during which
the Company makes payroll deductions from Plan participants' earnings.
Discretionary contributions are accrued in the period they are earned.
DISTRIBUTIONS
Distributions to participants are recorded when paid.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make certain
estimates and assumptions that may affect the reported amounts of assets,
liabilities and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
CONCENTRATION OF RISK
Investments are exposed to various risks, such as interest rate, market and
credit. Due to the level of risk associated with these investments and the
level of uncertainty related to changes in the value of these investments,
it is at least reasonably possible that changes in the near term could
materially affect participants' account balances and the amounts reported
in the Statements of Net Assets Available for Benefits and the Statements
of Changes in Net Assets Available for Benefits.
3. INVESTMENTS
The following presents the fair value of investments that represent 5
percent or more of the Plan's net assets at December 31, 2005 and 2004
respectively:
8
2005 2004
----------- -----------
Michael Baker Corporation Common Stock* $43,461,822 $43,583,027
Fidelity Contrafund $18,598,235 --
Fidelity Growth Company Fund $18,178,498 --
Fidelity International Discovery Fund $17,023,830 --
American Funds Growth of America - Class R5 $16,605,072 --
Dodge & Cox Balanced $14,064,839 --
PIMCO Total Return - Institutional Class $10,887,404
Putnam New Opportunities Fund $ -- $16,178,453
Putnam Voyager Fund $ -- $13,994,532
MFS Massachusetts Investors Trust $ -- $12,920,260
Putnam International Equity Fund $ -- $11,685,137
American Balanced Fund $ -- $ 9,683,298
PIMCO Total Return Fund $ -- $ 9,071,321
* Includes non-participant directed investments
The Plan's investments (including gains and losses on investments bought and
sold, as well as held during the year) appreciated in value by $21,738,474 and
$31,371,066 during 2005 and 2004, respectively.
2005 2004
----------- -----------
Mutual funds $10,057,261 $ 8,225,627
Common stock 11,681,213 23,145,439
----------- -----------
Net appreciation $21,738,474 $31,371,066
=========== ===========
4. NON-PARTICIPANT DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to investments having non-participant
directed components is as follows:
2005 2004
----------- ------------
NET ASSETS:
Common stock $43,461,822 $ 43,583,027
----------- ------------
$43,461,822 $ 43,583,027
=========== ============
NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 2004 $ 43,583,027
Changes in net assets:
Contributions 2,243,447
Interest and dividends 29,278
Net appreciation in fair value of investment 11,681,213
Benefits paid to participants (2,638,325)
Transfers to participant-directed investments (11,420,220)
Fees (16,598)
------------
NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 2005 $ 43,461,822
============
9
5. TAX STATUS
The Internal Revenue Service determined and informed the Company by a
letter dated October 30, 2003, that the Plan and related trust are designed
in accordance with the applicable sections of the Internal Revenue Code
("IRC"). The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's counsel believe that
the Plan is designed and is currently being operated in compliance with
applicable requirements of the IRC.
6. PLAN TERMINATION
Although it has not expressed an intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
7. RELATED PARTY TRANSACTIONS
Certain investments of the Plan are mutual funds managed by Fidelity. These
transactions qualify as party-in-interest transactions.
One of the investment fund options available to employees contains the
Company's stock. As a result, transactions related to this investment fund
qualify as party-in-interest transactions (Note 1).
10
MICHAEL BAKER CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
EIN# 25-0927646
SCHEDULE H, LINE 4(I) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2005 SCHEDULE I
COST CURRENT
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT OF ASSET*** VALUE
------------------ ---------------------------------------- ----------- ------------
Michael Baker Corporation* Michael Baker Corporation
Common Stock** $15,385,782 $ 43,461,822
Fidelity Investments* Fidelity Contrafund $ 18,598,235
Fidelity Investments* Fidelity Growth Company $ 18,178,498
Fidelity Investments* Fidelity International Discovery $ 17,023,830
American Funds American Funds Growth of America -
Class R5 $ 16,605,072
Dodge & Cox Dodge & Cox Balanced Fund $ 14,064,839
PIMCO Funds Distributors LLC PIMCO Total Return Fund -
Institutional Class $ 10,887,404
Franklin Templeton Investments Franklin Small Mid-Cap Growth Fund -
Advisor Class $ 8,510,912
Fidelity Investments* Fidelity Retirement Money Market $ 7,792,965
T. Rowe Price T. Rowe Price Equity Income $ 7,328,892
Loomis Sayles Loomis Sayles Small Cap Value Fund $ 6,993,924
American Funds American Funds New Perspective - Class
R5 $ 6,421,604
Spartan Spartan U.S. Equity Index Fund $ 5,325,954
Fidelity Investments* Fidelity Freedom Fund 2040 $ 1,631,663
Fidelity Investments* Fidelity Freedom Fund 2025 $ 1,627,286
Fidelity Investments* Fidelity Freedom Fund 2020 $ 1,468,307
Fidelity Investments* Fidelity Freedom Fund 2030 $ 1,331,570
Fidelity Investments* Fidelity Freedom Fund 2035 $ 1,215,637
Fidelity Investments* Fidelity Freedom Fund 2015 $ 1,138,753
Fidelity Investments* Fidelity Freedom Fund 2010 $ 952,211
Fidelity Investments* Fidelity Managed Income Portfolio $ 462,874
11
(Continued)
MICHAEL BAKER CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
EIN# 25-0927646
SCHEDULE H, LINE 4(I) - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2005 SCHEDULE I
COST CURRENT
IDENTITY OF ISSUER DESCRIPTION OF INVESTMENT OF ASSET VALUE
------------------ ---------------------------------------- ----------- ------------
Fidelity Investments* Fidelity Freedom Fund 2005 $ 301,246
Fidelity Investments* Fidelity Freedom Income Fund $ 57,013
Fidelity Investments* Fidelity Freedom Fund 2000 $ 47,359
Fidelity Loans* $ 2,217,065
------------
$193,644,935
============
* Party-in-interest
** Includes non-participant directed investments
*** Disclosure of cost not required for participant directed investments
12
MICHAEL BAKER CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
EIN #25-0927646
SCHEDULE H, LINE 4(J) - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 2005 SCHEDULE II
DESCRIPTION OF NUMBER OF
PARTY INVOLVED ASSET TRANSACTIONS PURCHASE PRICE SELLING PRICE NET GAIN/(LOSS)
-------------- ------------------ ------------ -------------- ------------- ---------------
Fidelity Investments* Fidelity
Retirement Money
Market* 192 $2,828,308
Fidelity Investments* Michael Baker
Corporation Common
Stock** 230 $3,596,901 $9,692,132 $6,095,231
* Party-in-interest
** Includes non-participant directed investments
13
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Senior
Vice President, Corporate Controller and Treasurer of Michael Baker Corporation,
the plan sponsor, has duly caused this annual report to be signed by the
undersigned thereunto duly authorized.
MICHAEL BAKER CORPORATION
EMPLOYEE STOCK OWNERSHIP PLAN
Date: June 28, 2006 By: /s/ Craig O. Stuver
------------------------------------
Craig O. Stuver
Senior Vice President, Corporate
Controller and Treasurer of
Michael Baker Corporation, the
Plan Sponsor