Preliminary Post-2014 Midterm Election Analysis and Results

NOVEMBER 5, 2014 Preliminary Post-2014 Midterm Election Analysis and Results Overview House and Senate Leadership Predictions Lame Duck Session Predictions 114th Congress Agenda Predictions Appendix I: U.S. Senate Results Appendix II: U.S. House of Representatives Results Appendix III: Gubernatorial Races Results Tom Crawford Senior Managing Director, FTI Government Affairs 202-567-2901 Tom.Crawford@fticonsulting.com John Cline Senior Managing Director, FTI Government Affairs 202.567.2903 John.Cline@fticonsulting.com CRITICAL THINKING AT THE CRITICAL TIME

Overview Republicans in what is being cast as a wave election -- swept most of the close contests on November 4, giving them a firmer grip on the House of Representatives and control of the Senate for the first time since 2007. Further, Republicans won several gubernatorial races, including traditional blue states like Illinois, Maryland and Massachusetts. Additional information on the midterm election results in the Senate, House of Representatives and Gubernatorial races follows our preliminary thinking on what comes next. House and Senate Leadership The expected House and Senate leadership is as follows: House Speaker: John Boehner House Majority Leader: Kevin McCarthy House Minority Leader: Nancy Pelosi Senate Majority Leader: Mitch McConnell Senate Minority Leader: Harry Reid Further, the 114th Congress will shepherd in all new Chairmanships in the Senate, some of which will have significant impacts on policies, such as Senator Shelby's expected assumption of the Chairmanship of the Banking Committee and his battles over Fed policies and objections to the Janet Yellen tenure so far and Senator Hatch s ascension to the Chairmanship of the Finance Committee. Hatch has been a tireless advocate of tax reform and a champion free trade and other initiatives to reform the Affordable Care Act. Lame Duck Lawmakers are expected to return to Washington following Veterans Day for the Lame Duck session. There are a number of must do items that lawmakers will consider, including an appropriations measure to keep the federal government funded after mid-december. It is not yet clear if lawmakers will push for an Omnibus bill for FY 2015 or whether they will defer to a short-term Continuing Resolution through early 2015. Most notably, the next Senate Majority Leader, Mitch McConnell, has articulated his preference for beginning the 114th Congress with a clean slate, which would require a rather active and productive Lame Duck session. To get to the clean slate, lawmakers would need to move reauthorization of the National Defense Authorization Act (NDAA), the extension of a series of expired tax provisions ( extenders ) and the extension of a moratorium on Internet access taxes. Key Senate nominations may also dominate the Lame Duck agenda. The Senate is scheduled to vote on confirming two federal judges next week. An additional 19 nominations to the federal bench have been reported by the Judiciary Committee, along with numerous other nominations to federal departments and agencies. This could include the nomination of someone to replace outgoing Attorney General Eric Holder as well as an effort to confirm a new Surgeon General. With Republicans about to assume the Senate majority and potentially rolling back newly-adopted restrictions on debating nominations, there might be a rush by Democratic Leader Reid to confirm judges and agency officials during the Lame Duck session. 114th Congress While it is clear that the Republican Party will control the agenda of the 114th Congress, there remains much uncertainty regarding the congressional agenda and how successful lawmakers will be in getting legislation 2 FTI Consulting, Inc. CRITICAL THINKING AT THE CRITICAL TIME

signed into law without significant compromises to get to 60 votes in the Senate and a signature from President Obama. In terms of the Republican agenda, several policy issues have been discussed in the past months, including tax reform, immigration and energy. Potential action will hinge on the Administration and Congress willingness to work together. The post-election rhetoric has been notable in that both incoming-senate Majority Leader McConnell and Speaker Boehner have spoken of a desire to get things done and to work with the President on areas where they can find agreement. During his press conference on November 5 th, President Obama signaled his willingness to work with the new Congress. While these are aspirational statements at this point, there appears to be a step toward conciliation and recognition by both parties that the American people are tired of gridlock and want to see action on solutions to a growing number of problems. McConnell set the tone for this approach by retreating from calls to repeal the Affordable Care Act, instead calling for moving reforms where bipartisan consensus exists like the medical device tax, the thirty-hour work week and the individual mandate. McConnell also suggested that Trade Promotion Authority, certain Dodd- Frank reforms and energy issues like the Keystone XL Pipeline approval are all issues that could see quick action to show results and bipartisanship. In addition, one of the leading issues where Republicans hope to press their agenda is tax reform. The likely new Chairman of the House Ways and Means Committee, Paul Ryan is quoted in today s Wall Street Journal saying, If I could make just one change in Washington, it would be to fix the tax code. While it is unclear when tax reform will actually happen, most Washington observers believe it could happen in the next two years if the President chooses to work with Congress and adopts tax reform as a legacy issue. At a minimum, as evidenced by the Ryan statement above, the Republican-led Congress will prioritize and continue to work toward reform by drafting bills, holding hearings and making the case. With control of both chambers, Republicans will also have budget reconciliation available as a formidable tool to move tax reform forward, either in part or as a whole. Additionally, given the focus on global tax avoidance, inversion and the OECD BEPS project, there will be pressure for the U.S. to act and maintain a competitive landscape for U.S. multinationals. The President has signaled he is open to business tax reform and it will be interesting to see if Republicans pivot to an incremental process if progress can be made in fixing the tax code. Regardless, tax reform will likely elevate to the level of the 2016 presidential election and many believe 2017 will be the year if tax reform does not happen sooner. The tax reform question is no longer "if" but "when." We will be continuously monitoring any new developments related to the new and evolving congressional landscape, the Lame Duck session and the agenda for the 114 th Congress and will keep you informed as they arise. APPENDIX I: U.S. Senate Results To date, the Republican Party has picked up a net gain of seven seats, including West Virginia, Arkansas, South Dakota, Colorado, Montana, Iowa and North Carolina. Republicans maintained control of contested seats, Kentucky, Kansas and Georgia. Additional races that have not yet been called include Alaska and Virginia. Finally, the Louisiana Senate race between incumbent Mary Landrieu and challenger Bill Cassidy, will head to a runoff election on December 6 th. The list of results from key Senate races is as follows: West Virginia Republican candidate Shelley Moore Capito defeated Democratic candidate Natalie Tennant with 62% to 34% of the votes. 3 FTI Consulting, Inc. CRITICAL THINKING AT THE CRITICAL TIME

Arkansas Republican challenger Tom Cotton defeated Democratic incumbent Mark Pryor with 56% to 39% of the votes. South Dakota Republican candidate Mike Rounds defeated Democratic candidate Rick Weiland and Independent candidate Larry Pressler with 50% to 29% to 17% of the votes. Colorado Republican challenger Cory Gardner defeated Democratic incumbent Mark Udall with 49% to 45% of the votes. Montana Republican candidate Steve Daines defeated Democratic candidate Amanda Curtis with 58% to 40% of the votes. Iowa Republican challenger Joni Ernst defeated Democratic incumbent Bruce Braley with 52% to 44% of the votes. North Carolina Republican challenger Thom Tillis defeated Democratic incumbent Kay Hagan with 49% to 47% of the votes. Kentucky Senate Minority Leader Mitch McConnell defeated Democratic challenger Alison Lundergan Grimes with 56% to 41% of the votes. Kansas Republican incumbent Pat Roberts defeated Independent challenger Greg Orman with 53% to 42% of the votes. Georgia Republican candidate David Perdue defeated Democratic candidate Michelle Nunn with 53% to 45% of the votes. New Hampshire Democratic incumbent Jeanne Shaheen defeated Republican challenger Scott Brown with 52% to 48% of the votes. Michigan Democratic candidate Gary Peters defeated Republican candidate Terri Lynn Land with 55% to 41% of the votes. Virginia The race between Republican challenger Ed Gillespie and Democratic incumbent Mark Warner is too close to call. As of Wednesday morning, Warner was ahead of Gillespie by slightly more than 12,000 votes with 99% of precincts reporting. Alaska The race between Democratic incumbent Mark Begich and Republican challenger Dan Sullivan has not yet been decided. As of Wednesday morning, Begich trailed Sullivan by about 9,000 votes with about 97% of precincts reporting. Louisiana Democratic incumbent Mary Landrieu and Republican challenger Bill Cassidy have advanced to a runoff election on December 6. Cassidy had 41% of the vote and Landrieu had 42.1%. APPENDIX II: U.S. House of Representatives Results To date, the Republican Party has picked up a net gain of 14 seats. While some races are still too close to call, House Speaker John Boehner may end up with a majority of close to 250 seats, which would be the largest Republican majority since 1946. Districts that are too close to call include Arizona - 2 (Ron Barber vs. Martha McSally), California - 52 (Scott Peters vs. Carl DeMaio) and California - 7 (Ami Bera vs. Doug Ose). The list of results from key House races is as follows: New York, 21 Republican challenger Elise Stefanik defeated Democratic challenger Aaron Woolf with 55% to 34% of the votes. New York, 1 Republican challenger Lee Zeldin defeated Democratic incumbent Tim Bishop with 54% to 45% of the votes. Arizona, 1 Democratic incumbent Ann Kirkpatrick defeated Republican challenger Andy Tobin with 53% to 47% of the votes. California, 36 Democratic incumbent Raul Ruiz defeated Republican challenger Brian Nestande with 53% to 47% of the votes. Colorado, 6 Republican incumbent Mike Coffman defeated Democratic challenger Andrew Romanoff with 53% to 42% of the votes. 4 FTI Consulting, Inc. CRITICAL THINKING AT THE CRITICAL TIME

Florida, 18 Democratic incumbent Patrick Murphy defeated Republican challenger Carl Domino with 60% to 40% of the votes. Florida, 26 Republican challenger Carlos Curbelo defeated Democratic Incumbent Joe Garcia with 52% to 49% of the votes. Illinois, 10 Republican challenger Robert Dold defeated Democratic incumbent Bradley Schneider with 52% to 48% of the votes. Illinois, 13 Republican incumbent Rodney Davis defeated Democratic challenger Ann Callis with 59% to 41% of the votes. Maine, 2 Republican challenger Bruce Poliquin defeated Democratic incumbent Emily Cain with 47% to 43% of the votes. New Hampshire, 1 Republican challenger Frank Guinta defeated Democratic incumbent Carol Shea- Porter with 52% to 49% of the votes. West Virginia, 3 Republican challenger Evan Jenkins defeated Democratic incumbent Nick Rahall with 55% to 45% of the votes. Florida, 2 Democratic challenger Gwen Graham defeated Republican incumbent Steve Southerland with 51% to 49% of the votes. APPENDIX III: Gubernatorial Races Results After votes were counted for more than two-thirds of the nation s governors, the Republicans proved dominant despite having to defend 22 seats compared to the Democrats 14 seats. Republican challengers gained seats in traditional blue states including Massachusetts, Illinois, and Maryland. Further, Republicans held off challengers in states like Wisconsin, Ohio, Michigan and Maine. The only Republican incumbent to lose reelection was Governor Tom Corbett (R-PA). The list of results from key Gubernatorial races is as follows: Alaska Independent challenger Bill Walker has defeated Republican incumbent Sean Parnell with 48% to 47% of the votes. Colorado Democratic incumbent John Hickenlooper has defeated Republican challenger with 48% to 47% of the votes. Connecticut Democratic incumbent Dan Malloy has defeated Republican challenger Tom Foley with 51% to 48% of the votes. Florida Republican incumbent Rick Scott has defeated Democratic challenger Charlie Crist with 48% to 47% of the votes. Georgia Republican incumbent Nathan Deal has defeated Democratic challenger Jason Carter with 53% to 45% of the votes. Illinois Republican challenger Bruce Rauner has defeated Democratic incumbent Pat Quinn with 51% to 46% of the votes. Kansas Republican incumbent Sam Brownback has defeated Democratic challenger Paul Davis with 50% to 46% of the votes. Maine Republican incumbent Paul LePage has defeated Democratic challenger Mike Michaud with 48% to 44% of the votes. Maryland Republican candidate Larry Hogan has defeated Democratic candidate Anthony Brown with 54% to 45% of the votes. Massachusetts Republican candidate Charlie Baker has defeated Democratic candidate Martha Coakley with 48% to 47% of the votes. Michigan Republican incumbent Rick Snyder has defeated Democratic challenger Mark Schauer with 51% to 47% of the votes. New Hampshire Democratic incumbent Maggie Hassan has defeated Republican challenger Walt Havenstein with 53% to 47% of the votes. 5 FTI Consulting, Inc. CRITICAL THINKING AT THE CRITICAL TIME

Rhode Island Democratic candidate Gina Raimondo has defeated Republican candidate Allan Fung with 40% to 36% of the votes. Wisconsin Republican incumbent Scott Walker has defeated Democratic challenger Mary Burke with 52% to 47% of the votes. Republicans also picked up significant gains in state legislatures. States where legislatures shifted from Democrat-control to Republican-control include West Virginia, Nevada, Colorado, New York and New Mexico. Tom Crawford Senior Managing Director FTI Government Affairs 202-567-2901 Tom.Crawford@fticonsulting.com John Cline Senior Managing Director FTI Government Affairs 202.567.2903 John.Cline@fticonsulting.com CRITICAL THINKING AT THE CRITICAL TIME About FTI Consulting FTI Consulting, Inc. is a global business advisory firm dedicated to helping organizations protect and enhance enterprise value in an increasingly complex legal, regulatory and economic environment. FTI Consulting professionals, who are located in all major business centers throughout the world, work closely with clients to anticipate, illuminate and overcome complex business challenges in areas such as investigations, litigation, mergers and acquisitions, regulatory issues, reputation management and restructuring. www.fticonsulting.com 2014 FTI Consulting, Inc. All rights reserved.