Joint Venture Presentation

1. Joint Venture Presentation

2. Outline Teaming & Joint Ventures Generally When It�s Worthwhile Benefits Samples Getting Started Contract Relationships Making the Relationship Work

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4. General Arrangements TEAMING Individual entities agree to pursue a particular project together. JOINT VENTURE Individual entities form a common enterprise to pursue a particular project together. Share risks and rewards in developing a new market, product or technology PARTNERSHIP Individual entities form an enterprise as an ongoing business concern . SUBCONTRACT One entity agrees to perform one portion of another entity�s contract.

5. Joint Venture Definition Contractual agreement Duration and reporting obligations Agreement of Board of Directors Ensures no single venture can control the entity If one entity can usurp power, report as subsidiary and not joint venture Involves two or more parties Parties undertake economic activity subject to joint control

6. Types of Joint Ventures Jointly controlled operation Venture uses own assets, incurs own expenses and liabilities Each venture provides expertise to manufacture product Different parties carry out different responsibilities Jointly controlled assets Recognizes income from sale of output Oil, gas, mineral extraction industry Each company shares in ownership of assets, economic benefit of extracting oil Jointly controlled entities Establishment of corporation or partnership where each entity has interest Maintains own accounting records Each entity contributes cash or resources

7. Why Joint Venture Complement strengths and capabilities. Eliminate barriers to entry. Pursue opportunities otherwise unattainable . Build track record of past performance. Create efficiencies and economies of scale. Achieve cost control. Keep pace with competitors. Win more business!

9. Value Proposition Benefit for the Customer Added capabilities Lower product cost Combined offer to potential customers Benefits to JV Partner

10. Key Provisions Strategy for Proposed JV(�Newco�) Branding of Newco Suggested Structure & Scope Formation and Term Employees (Secunded or Permanent) Capitalization Transfer of Ownership Board of Managers/Directors

11. Provisions Continued Operating Structure Management Technical Assistance from both parties Administration Termination Disputes

12. Worthington Industries Joint Venture with Viking Industries Worthington, diversified metal processing company Viking Industries, MBE, intermediate steel processor Viking & Worthington Steel Enterprises (VWS) Joint Venture is MBE Purchased Assets of Valley City Steel Aligns naturally with steel processing core competencies Viking gets access to Worthington�s sales and marketing experience and established relationships Worthington gets presence in Northeast Ohio and provides the market another quality MBE steel processor

13. Meckley Services Joint Venture with Diamond Support Services Meckley Services, leader in General and Construction Commercial Real Property Services; Diamond support Services, leader in general residential real property services; Formed Diamond-Meckley Services , 8A and Certified Small, Minority and Women Owned Disadvantaged Business Expand Core Competencies 40 Service Vehicles and 6 regional offices in the Mid Atlantic Area Meckley Services M/WBE status plays a key role in achieving client�s supplier diversification annual goals

14. Interface Construction Corp and Tarlton Joint Venture Interface, oldest black-owned general contracting firm in the St. Louis, Mo area Tarlton, Woman owned firm providing pre-construction and construction services $100 Million project to build BJC HealthCare Center in St. Louis. Opportunity to win a project that typically would not be available to Interface; Helped BJC, one of the largest non-profit healthcare organizations in the US exceed it�s MBE/WBE inclusion goals