8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date Earliest Event reported) — November 3, 2016 (November 3, 2016)

MDC PARTNERS INC.

(Exact name of registrant as specified in its charter) 

Canada
(Jurisdiction of Incorporation) 001-13718 (Commission File Number) 98-0364441
(IRS Employer Identification No.)

745 Fifth Avenue, 19^th Floor, New York, NY 10151
(Address of principal executive offices and zip code)

(646) 429-1800
(Registrant’s Telephone Number)

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:

☐ 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 2.02 Results of Operations and Financial Condition.

On November 3, 2016, MDC Partners Inc. (the “Company”) issued an earnings release reporting its financial results for the three and nine months ended September 30, 2016. A copy of this earnings release is attached as Exhibit 99.1 hereto. Following the issuance of this earnings release, the Company hosted an earnings call in which its financial results for the three and nine months ended September 30, 2016 were discussed. The investor presentation materials used for the call are attached as Exhibit 99.2 hereto.

The Company has posted the materials attached as Exhibit 99.2 on its web site (www.mdc-partners.com). The information found on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this Current Report on Form 8-K.

The foregoing information (including the exhibits hereto) is being furnished under “Item 2.02 - Results of Operations and Financial Condition.” Such information (including the exhibits hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

The foregoing information and the exhibits hereto contain forward-looking statements within the meaning of the federal securities laws. These statements are based on present expectations, and are subject to the limitations listed therein and in the Company's other SEC reports, including that actual events or results may differ materially from those in the forward-looking statements.

2

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release dated November 3, 2016, relating to the Company’s earnings for the three and nine months ended September 30, 2016.

99.2 Investor presentation dated November 3, 2016.

3

Signatures

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

Date: November 3, 2016	MDC Partners Inc.
	By:	/s/ Mitchell Gendel                            Mitchell Gendel General Counsel & Corporate Secretary

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EX-99.1

Exhibit 99.1

PRESS RELEASE FOR IMMEDIATE ISSUE

FOR:	MDC Partners Inc.	CONTACT:	Matt Chesler, CFA
	745 Fifth Avenue, 19th Floor		VP, Investor Relations
	New York, NY 10151		646-412-6877
			mchesler@mdc-partners.com

MDC PARTNERS INC. REPORTS RESULTS FOR THE
THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016

THIRD QUARTER HIGHLIGHTS:

· Reported revenue increased 6.3% to $349.3 million; Organic revenue growth of 2.7%, 30 basis points favorable impact from increased billable pass-through costs

· Net loss attributable to MDC Partners of ($33.5) million vs ($8.6) million, including a non-cash impairment charge of $29.6 million predominantly related to our experiential business

· Adjusted EBITDA decreased 13.5% to $46.3 million, with margins of 13.2% (See Schedules 2 and 3)

· 2016 guidance revised to reflect lowered full year expectations and cost of restructuring efforts

· Quarterly dividend suspended to allocate resources to accelerated de-leveraging and strategic growth initiatives

· Advisor hired to assist in evaluating the Company’s financial and capital structure strategy

YEAR-TO-DATE HIGHLIGHTS: 

· Reported revenue increased 2.9% to $995.3 million; Organic revenue growth of 1.7%, 70 basis point negative impact from decreased billable pass-through costs

· Net loss attributable to MDC Partners of ($55.7) million vs ($11.1) million, including a non-cash impairment charge of $29.6 million predominantly related to our experiential business

· Adjusted EBITDA decreased 8.4% to $121.0 million, with margins of 12.2% (See Schedules 4 and 5)

· Net New Business wins totaled $1.3 million in Q3 and $58.0 million year-to-date

New York, NY, November 3, 2016 (NASDAQ: MDCA) – MDC Partners Inc. (“MDC Partners” or the “Company”) today announced financial results for the three and nine months ended September 30, 2016.

Scott Kauffman, Chairman and Chief Executive Officer of MDC Partners, said, “The third quarter was impacted by the many actions we are taking to position our business for long-term profitable growth and balance sheet strength. We are reducing expenses, optimizing our partner portfolio, and re-prioritizing how we allocate capital, all while investing in our partners to ensure that they have the right resources to continue to drive outstanding performance for our clients. While some of these efforts carry near-term costs, which is contributing to our lower full year financial projections, we expect to reap the benefits in 2017. In addition, the suspension of our dividend will free up over $11 million in cash per quarter, which we plan to allocate toward enhanced liquidity, accelerated de-leveraging and investment in growth initiatives. We are confident that the moves we are making, alongside our active pipeline of new business opportunities, will lead to a reacceleration of the business beginning in 2017.”

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David Doft, CFO of MDC Partners, said, “Our lowered 2016 outlook reflects a diminished revenue recovery in the second half of the year as well as the upfront costs associated with our expense containment and restructuring initiatives. While we won’t see the payback this year, these actions will enable us to permanently remove approximately $30 million of costs on a run-rate basis. We will rebuild off this leaner cost base into next year, manage to more optimal profit ratios and return to building the long-term value of our business.”

Third Quarter and Year-to-Date Financial Results

Revenue for the third quarter of 2016 was $349.3 million, an increase of 6.3%, compared to $328.4 million in the third quarter of 2015. The effect of foreign currency translation was negative 0.6%, the impact of net acquisitions was positive 4.3%, and the resulting organic revenue growth was 2.7%. Organic revenue growth for the period was favorably impacted by 30 basis points from increased billable pass-through costs incurred on client’s behalf from certain of our partner firms acting as principal.

Net loss attributable to MDC Partners in the third quarter of 2016 was ($33.5) million compared to ($8.6) million in the third quarter of 2015, partially attributable to a non-cash charge on impairment of $29.6 million predominantly related to our experiential business. Diluted loss per share from continuing operations attributable to MDC Partners common shareholders for the third quarter of 2016 was ($0.64) compared to ($0.15) per share in the third quarter of 2015. Adjusted EBITDA for the third quarter of 2016 was $46.3 million, a decrease of 13.5% compared to $53.5 million in the third quarter of 2015. Adjusted EBITDA Available for General Capital Purposes was $21.7 million in the third quarter of 2016, a decrease of 29.7%, compared to $30.9 million in the third quarter of 2015.

Revenue for the first nine months of 2016 was $995.3 million, an increase of 2.9%, compared to $967.2 million in the first nine months of 2015. The effect of foreign currency translation was negative 0.8%, the impact of net acquisitions was positive 2.0%, and the resulting organic revenue growth was 1.7%. Organic revenue growth for the period was negatively impacted by 70 basis points from decreased billable pass-through costs incurred on client’s behalf from certain of our partner firms acting as principal.

Net loss attributable to MDC Partners in the first nine months of 2016 was ($55.7) million compared to ($11.1) million in the first nine months of 2015, partially attributable to a non-cash charge on impairment of $29.6 million predominantly related to our experiential business. Diluted loss per share from continuing operations attributable to MDC Partners common shareholders for the first nine months of 2016 was ($1.09) compared to ($0.10) per share in the first nine months of 2015. Adjusted EBITDA for the first nine months of 2016 was $121.0 million, a decrease of 8.4%, compared to $132.1 million in the first nine months of 2015. Adjusted EBITDA Available for General Capital Purposes was $50.7 million in the first nine months of 2016, a decrease of 26.4%, compared to $68.9 million in the first nine months of 2015.

Financial Guidance

Guidance for 2016 is revised as follows:

		Prior	Revised	Implied
	2015	2016	2016	Year over Year
	Actuals	Guidance	Guidance	Change
Revenue	$1.326 billion	$1.390 - $1.420 billion	$1.365 - $1.375 billion	+2.9% to +3.7%
Adjusted EBITDA	$197.7 million	$205 - $215 million	$170 - $180 million	-14.0% to -8.9%
Implied Adjusted EBITDA Margin	14.9%	14.7% to 15.1%	12.4% to 13.2%	-250 to -170 basis points
Adjusted EBITDA Available for	$113.4 million	$110 - $120 million	$75 - $85 million	-33.9% to -25.0%
General Capital Purposes

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Advisor hired to assist in evaluating the Company’s financial and capital structure strategy

The Company also announced today that it engaged LionTree Advisors to assist in evaluating the Company’s financial and capital structure strategy. The Company’s leadership team and Board of Directors reiterate their commitment to solidifying the balance sheet and capital structure in its continued efforts to enhance shareholder value.

Conference Call

Management will host a conference call on Thursday, November 3, 2016, at 4:30 p.m. (ET) to discuss results. The conference call will be accessible by dialing 1-412-902-4266 or toll free 1-888-346-6216. An investor presentation has been posted on our website www.mdc-partners.com and may be referred to during the conference call.

A recording of the conference call will be available one hour after the call until 12:00 a.m. (ET), November 10, 2016, by dialing 1-412-317-0088 or toll free 1-877-344-7529 (passcode 10095565), or by visiting our website at www.mdc-partners.com.

About MDC Partners Inc.

MDC Partners is one of the fastest-growing and most influential marketing and communications networks in the world. Its 50+ advertising, public relations, branding, digital, social and event marketing agencies are responsible for some of the most memorable and engaging campaigns for the world’s most respected brands. As "The Place Where Great Talent Lives," MDC Partners is known for its unique partnership model, empowering the most entrepreneurial and innovative talent to drive competitive advantage and business growth for clients. By leveraging technology, data analytics, insights, and strategic consulting solutions, MDC Partners drives measurable results and optimizes return on marketing investment for over 1,700 clients worldwide. For more information about MDC Partners and its partner firms, visit our website at www.mdc-partners.com and follow us on Twitter at http://www.twitter.com/mdcpartners.

Non-GAAP Financial Measures

In addition to its reported results, MDC Partners has included in this earnings release certain financial results that the Securities and Exchange Commission defines as "non-GAAP financial measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. Such non-GAAP financial measures for the three and nine months ended September 30, 2016, and 2015, include the following:

(1) Organic Revenue: “Organic revenue growth” and “organic revenue decline” refer to the positive or negative results, respectively, of the following calculation: (i) the change in revenue during the relevant time period, less (ii) for each business acquired in the current year, the incremental impact on revenue for the comparable period prior to the Company’s ownership of such acquired business, less revenue from each business acquired by the Company in the previous year through the twelve month anniversary of the Company’s ownership, plus (iii) for each business disposed of in the current year, the incremental impact on revenue for the comparable period after the Company’s disposition of such disposed business, plus revenue from each business disposed of by the Company in the previous year through the twelve month anniversary of the Company’s disposition, less (iv) foreign exchange impacts.

(2) Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period.

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(3) Adjusted EBITDA: Adjusted EBITDA is a non-GAAP measure that represents operating profit plus depreciation and amortization, stock-based compensation, acquisition deal costs, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items.

(4) Adjusted EBITDA Available for General Capital Purposes: Adjusted EBITDA Available for General Capital Purposes is a non-GAAP measure that represents Adjusted EBITDA less net income attributable to the noncontrolling interests, capital expenditures net of landlord reimbursements, cash taxes, and cash interest, net & other.

Included in this earnings release are tables reconciling MDC Partners’ reported results to arrive at certain of these non-GAAP financial measures.

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This press release contains forward-looking statements. The Company’s representatives may also make forward-looking statements orally from time to time. Statements in this press release that are not historical facts, including statements about the Company’s beliefs and expectations, earnings guidance, recent business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward-looking statements. These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined in this section. Forward-looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any.

Forward-looking statements involve inherent risks and uncertainties. A number of important factors could cause actual results to differ materially from those contained in any forward-looking statements. Such risk factors include, but are not limited to, the following:

· risks associated with the SEC’s ongoing investigation and the related class action litigation claims;

· risks associated with severe effects of international, national and regional economic downturn;

· the Company’s ability to attract new clients and retain existing clients;

· the spending patterns and financial success of the Company’s clients;

· the Company’s ability to retain and attract key employees;

· the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent payment obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests and deferred acquisition consideration;

· the successful completion and integration of acquisitions which complement and expand the Company’s business capabilities; and

· foreign currency fluctuations.

The Company’s business strategy includes ongoing efforts to engage in acquisitions of ownership interests in entities in the marketing communications services industry. The Company intends to finance these acquisitions by using available cash from operations, from borrowings under its credit facility and through incurrence of bridge or other debt financing, any of which may increase the Company’s leverage ratios, or by issuing equity, which may have a dilutive impact on existing shareholders proportionate ownership. At any given time the Company may be engaged in a number of discussions that may result in one or more acquisitions. These opportunities require confidentiality and may involve negotiations that require quick responses by the Company. Although there is uncertainty that any of these discussions will result in definitive agreements or the completion of any transactions, the announcement of any such transaction may lead to increased volatility in the trading price of the Company’s securities.

Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Annual Report on Form 10-K under the caption “Risk Factors” and in the Company’s other SEC filings. 

Page 5

SCHEDULE 1

MDC PARTNERS INC.

UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

(US$ in 000s, except share and per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Revenue	$	349,254		$	328,415		$	995,343		$	967,243
Operating Expenses:
Cost of services sold		235,659			212,925			675,940			648,386
Office and general expenses		83,303			78,786			233,840			206,169
Depreciation and amortization		11,412			13,086			34,068			39,393
Goodwill impairment		29,631			-			29,631			-
		360,005			304,797			973,479			893,948
Operating profit (loss)		(10,751	)		23,618			21,864			73,295
Other Income (Expense):
Other, net		(6,008	)		(15,623	)		9,530			(29,315	)
Interest expense and finance charges		(16,540	)		(14,638	)		(49,289	)		(43,022	)
Loss on redemption of notes		-			-			(33,298	)		-
Interest income		218			114			599			338
Income (loss) from continuing operations before income taxes
and equity in earnings of non-consolidated affiliates		(33,081	)		(6,529	)		(50,594	)		1,296
Income tax expense (benefit)		(540	)		(1,191	)		1,893			(566	)
Income (loss) from continuing operations before equity in
earnings of non-consolidated affiliates		(32,541	)		(5,338	)		(52,487	)		1,862
Equity in earnings of non-consolidated affiliates		70			172			9			627
Income (loss) from continuing operations		(32,471	)		(5,166	)		(52,478	)		2,489
Loss from discontinued operations attributable to
MDC Partners Inc., net of taxes		-			(1,316	)		-			(6,281	)
Net loss		(32,471	)		(6,482	)		(52,478	)		(3,792	)
Net income attributable to the noncontrolling interests		(1,059	)		(2,122	)		(3,172	)		(7,343	)
Net loss attributable to MDC Partners Inc.	$	(33,530	)	$	(8,604	)	$	(55,650	)	$	(11,135	)
Loss Per Common Share:
Basic and Diluted:
Loss from continuing operations attributable to
MDC Partners Inc. common shareholders	$	(0.64	)	$	(0.15	)	$	(1.09	)	$	(0.10	)
Discontinued operations attributable to MDC
Partners Inc. common shareholders		-			(0.02	)		-			(0.12	)
Net loss attributable to MDC Partners Inc.
common shareholders	$	(0.64	)	$	(0.17	)	$	(1.09	)	$	(0.22	)
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted		52,244,819			49,915,807			50,861,890			49,843,980

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SCHEDULE 2

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

For the Three Months Ended September 30, 2016

	Advertising and			Reportable
	Communications			Segment			All Other			Corporate			Total
Revenue	$	349,254		$	289,988		$	59,266		$	-		$	349,254
Net loss attributable to MDC Partners Inc.													$	(33,530	)
Adjustments to reconcile to Operating profit (loss):
Net income attributable to the noncontrolling interests														1,059
Equity in earnings of non-consolidated affiliates														(70	)
Income tax benefit														(540	)
Interest expense and finance charges, net														16,322
Other, net														6,008
Operating profit (loss)	$	(3,700	)	$	20,834		$	(24,534	)	$	(7,051	)	$	(10,751	)
margin		-1.1	%		7.2	%		-41.4	%					-3.1	%
Additional adjustments to reconcile to Adjusted EBITDA:
Depreciation and amortization		11,053			10,070			983			359			11,412
Goodwill impairment		29,631			-			29,631			-			29,631
Stock-based compensation		4,623			3,337			1,286			605			5,228
Acquisition deal costs		639			639			-			167			806
Deferred acquisition consideration adjustments		11,152			9,918			1,234			-			11,152
Distributions from non-consolidated affiliates **		-			-			-			1,247			1,247
Other items, net ***		-			-			-			(2,463	)		(2,463	)
Adjusted EBITDA *	$	53,398		$	44,798		$	8,600		$	(7,136	)	$	46,262
margin		15.3	%		15.4	%		14.5	%					13.2	%

* Adjusted EBITDA is a non-GAAP measure, but as shown above it represents operating profit (loss) plus depreciation and amortization, stock-based compensation, acquisition deal costs, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items.

** Distributions from non-consolidated affiliates includes (i) cash received for profit distributions from non-consolidated affiliates, and (ii) consideration from the sale of ownership interests in non-consolidated affiliates less contributions to date plus undistributed earnings (losses).

*** Other items, net includes (i) one-time gains related to the former CEO's repayment to the Company for certain perquisites and expenses, (ii) legal fees and related expenses, net of insurance proceeds, relating to the ongoing SEC investigation and related class action litigation claims, (iii) one-time charge for the balance of prior cash bonus award amounts paid to the former CEO and CAO that will not be recovered, and (iv) write-off of certain assets related to the CEO and CAO termination.  See Schedule 9 for reconciliation of amounts.

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SCHEDULE 3

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

For the Three Months Ended September 30, 2015

	Advertising and			Reportable
	Communications			Segment			All Other			Corporate			Total
Revenue	$	328,415		$	271,882		$	56,533		$	-		$	328,415
Net loss attributable to MDC Partners Inc.													$	(8,604	)
Adjustments to reconcile to Operating profit (loss):
Net income attributable to the noncontrolling interests														2,122
Loss from discontinued operations attributable to
MDC Partners Inc., net of taxes														1,316
Equity in earnings of non-consolidated affiliates														(172	)
Income tax benefit														(1,191	)
Interest expense and finance charges, net														14,524
Other, net														15,623
Operating profit (loss)	$	43,419		$	39,418		$	4,001		$	(19,801	)	$	23,618
margin		13.2	%		14.5	%		7.1	%					7.2	%
Additional adjustments to reconcile to Adjusted EBITDA:
Depreciation and amortization		12,749			8,095			4,654			337			13,086
Stock-based compensation		2,660			1,857			803			606			3,266
Acquisition deal costs		108			87			21			620			728
Deferred acquisition consideration adjustments		4,927			3,669			1,258			-			4,927
Distributions from non-consolidated affiliates **		67			30			37			30			97
Other items, net ***		-			-			-			7,751			7,751
Adjusted EBITDA *	$	63,930		$	53,156		$	10,774		$	(10,457	)	$	53,473
margin		19.5	%		19.6	%		19.1	%					16.3	%

* Adjusted EBITDA is a non-GAAP measure, but as shown above it represents operating profit (loss) plus depreciation and amortization, stock-based compensation, acquisition deal costs, deferredacquisition consideration adjustments, distributions from non-consolidated affiliates, and other items.

** Distributions from non-consolidated affiliates includes (i) cash received for profit distributions from non-consolidated affiliates, and (ii) consideration from the sale of ownership interests in non-consolidated affiliates less contributions to date plus undistributed earnings (losses).

*** Other items, net includes (i) one-time gains related to the former CEO's repayment to the Company for certain perquisites and expenses, (ii) legal fees and related expenses, net of insurance proceeds, relating to the ongoing SEC investigation and related class action litigation claims, (iii) one-time charge for the balance of prior cash bonus award amounts paid to the former CEO and CAO that will not be recovered, and (iv) write-off of certain assets related to the CEO and CAO termination.  See Schedule 9 for reconciliation of amounts.

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SCHEDULE 4

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

For the Nine Months Ended September 30, 2016                    

	Advertising and			Reportable
	Communications			Segment			All Other			Corporate			Total
Revenue	$	995,343		$	822,762		$	172,581		$	-		$	995,343
Net loss attributable to MDC Partners Inc.													$	(55,650	)
Adjustments to reconcile to Operating profit (loss):
Net income attributable to the noncontrolling interests														3,172
Equity in earnings of non-consolidated affiliates														(9	)
Income tax expense														1,893
Interest expense and finance charges, net														48,690
Loss on redemption of notes														33,298
Other, net														(9,530	)
Operating profit (loss)	$	54,846		$	68,136		$	(13,290	)	$	(32,982	)	$	21,864
margin		5.5	%		8.3	%		-7.7	%					2.2	%
Additional adjustments to reconcile to Adjusted EBITDA:
Depreciation and amortization		32,802			24,462			8,340			1,266			34,068
Goodwill impairment		29,631			-			29,631			-			29,631
Stock-based compensation		13,384			11,067			2,317			2,059			15,443
Acquisition deal costs		1,106			1,106			-			1,160			2,266
Deferred acquisition consideration adjustments		17,180			15,453			1,727			-			17,180
Distributions from non-consolidated affiliates **		-			-			-			1,247			1,247
Other items, net ***		-			-			-			(725	)		(725	)
Adjusted EBITDA *	$	148,949		$	120,224		$	28,725		$	(27,975	)	$	120,974
margin		15.0	%		14.6	%		16.6	%					12.2	%

* Adjusted EBITDA is a non-GAAP measure, but as shown above it represents operating profit (loss) plus depreciation and amortization, stock-based compensation, acquisition deal costs, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items.

** Distributions from non-consolidated affiliates includes (i) cash received for profit distributions from non-consolidated affiliates, and (ii) consideration from the sale of ownership interests in non-consolidated affiliates less contributions to date plus undistributed earnings (losses).

*** Other items, net includes (i) one-time gains related to the former CEO's repayment to the Company for certain perquisites and expenses, (ii) legal fees and related expenses, net of insurance proceeds, relating to the ongoing SEC investigation and related class action litigation claims, (iii) one-time charge for the balance of prior cash bonus award amounts paid to the former CEO and CAO that will not be recovered, and (iv) write-off of certain assets related to the CEO and CAO termination.  See Schedule 9 for reconciliation of amounts.

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SCHEDULE 5

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

(US$ in 000s, except percentages)

For the Nine Months Ended September 30, 2015                    

	Advertising and			Reportable
	Communications			Segment			All Other			Corporate			Total
Revenue	$	967,243		$	804,399		$	162,844		$	-		$	967,243
Net loss attributable to MDC Partners Inc.													$	(11,135	)
Adjustments to reconcile to Operating profit (loss):
Net income attributable to the noncontrolling interests														7,343
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes														6,281
Equity in earnings of non-consolidated affiliates														(627	)
Income tax benefit														(566	)
Interest expense and finance charges, net														42,684
Other, net														29,315
Operating profit (loss)	$	123,804		$	107,232		$	16,572		$	(50,509	)	$	73,295
margin		12.8	%		13.3	%		10.2	%					7.6	%
Additional adjustments to reconcile to Adjusted EBITDA:
Depreciation and amortization		38,157			24,486			13,671			1,236			39,393
Stock-based compensation		11,023			7,763			3,260			2,002			13,025
Acquisition deal costs		647			587			60			1,797			2,444
Deferred acquisition consideration adjustments		(5,566	)		(2,290	)		(3,276	)		-			(5,566	)
Distributions from non-consolidated affiliates **		577			334			243			150			727
Other items, net ***		-			-			-			8,795			8,795
Adjusted EBITDA *	$	168,642		$	138,112		$	30,530		$	(36,529	)	$	132,113
margin		17.4	%		17.2	%		18.7	%					13.7	%

* Adjusted EBITDA is a non-GAAP measure, but as shown above it represents operating profit (loss) plus depreciation and amortization, stock-based compensation, acquisition deal costs, deferred acquisition consideration adjustments, distributions from non-consolidated affiliates, and other items.

** Distributions from non-consolidated affiliates includes (i) cash received for profit distributions from non-consolidated affiliates, and (ii) consideration from the sale of ownership interests in non-consolidated affiliates less contributions to date plus undistributed earnings (losses).

*** Other items, net includes (i) one-time gains related to the former CEO's repayment to the Company for certain perquisites and expenses, (ii) legal fees and related expenses, net of insurance proceeds, relating to the ongoing SEC investigation and related class action litigation claims, (iii) one-time charge for the balance of prior cash bonus award amounts paid to the former CEO and CAO that will not be recovered, and (iv) write-off of certain assets related to the CEO and CAO termination.  See Schedule 9 for reconciliation of amounts.

Page 10

SCHEDULE 6

MDC PARTNERS INC.

UNAUDITED ADJUSTED EBITDA AVAILABLE FOR GENERAL CAPITAL PURPOSES

(US$ in 000s)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2016			2015			2016			2015
Adjusted EBITDA (1)	$	46,262		$	53,473		$	120,974		$	132,113
Net income attributable to the noncontrolling interests		(1,059	)		(2,122	)		(3,172	)		(7,343	)
Capital expenditures, net (2)		(6,027	)		(6,902	)		(18,604	)		(16,014	)
Cash taxes		(1,991	)		(685	)		(2,798	)		(1,400	)
Cash interest, net & other (3)		(15,470	)		(12,879	)		(45,689	)		(38,423	)
Adjusted EBITDA Available for General Capital Purposes (4)	$	21,715		$	30,885		$	50,711		$	68,933

(1) Adjusted EBITDA is a non GAAP measure.  See schedules 2 through 5 for a reconciliation of Net income (loss) to Adjusted EBITDA.  

(2) Capital expenditures, net represents capital expenditures net of landlord reimbursements.  See Schedule 9 for reconciliation of amounts.

(3) Cash interest, net & other represents the cash interest paid for our borrowings, less interest income, adjusted for the quarterly accrual of cash interest under our Senior Notes.  See Schedule 9 for reconciliation of amounts.

(4) Adjusted EBITDA Available for General Capital Purposes is a non-GAAP measure, and represents funds available for repayment of debt, acquisitions, deferred acquisition consideration, dividends, and other general corporate initiatives.

Page 11

SCHEDULE 7

MDC PARTNERS INC.

UNAUDITED CONSOLIDATED BALANCE SHEETS

(US$ in 000s)

	September 30,			December 31,
	2016			2015
Assets
Current Assets:
Cash and cash equivalents	$	21,735		$	61,458
Cash held in trusts		5,268			5,122
Accounts receivable, net		419,355			361,044
Expenditures billable to clients		40,615			44,012
Other current assets		53,872			37,109
Total Current Assets		540,845			508,745
Fixed assets, net		73,868			63,557
Investment in non-consolidated affiliates		5,159			6,263
Goodwill		868,483			870,301
Other intangible assets, net		92,975			72,382
Deferred tax assets		21,774			15,367
Other assets		39,208			41,010
Total Assets	$	1,642,312		$	1,577,625
Liabilities, Redeemable Noncontrolling Interests and Shareholders' Deficit
Current Liabilities:
Accounts payable	$	331,330		$	359,568
Trust liability		5,268			5,122
Accruals and other liabilities		255,282			297,964
Advance billings		148,352			119,100
Current portion of long-term debt		260			470
Current portion of deferred acquisition consideration		119,506			130,400
Total Current Liabilities		859,998			912,624
Long-term debt, less current portion		951,187			728,413
Long-term portion of deferred acquisition consideration		123,591			216,704
Other liabilities		52,293			44,905
Deferred tax liabilities		106,950			92,581
Total Liabilities		2,094,019			1,995,227
Redeemable Noncontrolling Interests		60,174			69,471
Shareholders' Deficit
Common shares		315,369			269,842
Shares to be issued		2,360			-
Charges in excess of capital		(310,273	)		(315,261	)
Accumulated deficit		(582,640	)		(526,990	)
Accumulated other comprehensive income (loss)		(3,406	)		6,257
MDC Partners Inc. Shareholders' Deficit		(578,590	)		(566,152	)
Noncontrolling Interests		66,709			79,079
Total Shareholders' Deficit		(511,881	)		(487,073	)
Total Liabilities, Redeemable Noncontrolling
Interests and Shareholders' Deficit	$	1,642,312		$	1,577,625

Page 12

SCHEDULE 8

MDC PARTNERS INC.

UNAUDITED SUMMARY CASH FLOW DATA

(US$ in 000s)

	Nine Months Ended September 30,
	2016			2015
Cash flows used in continuing operating activities	$	(58,919	)	$	(9,147	)
Discontinued operations		-			(1,342	)
Net cash used in operating activities		(58,919	)		(10,489	)
Cash flows used in continuing investing activities		(14,663	)		(42,723	)
Discontinued operations		-			17,101
Net cash used in investing activities		(14,663	)		(25,622	)
Cash flows provided by (used in) continuing financing activities		32,663			(63,633	)
Discontinued operations		-			(40	)
Net cash provided by (used in) financing activities		32,663			(63,673	)
Effect of exchange rate changes on cash and cash equivalents		1,196			2,194
Net decrease in cash and cash equivalents	$	(39,723	)	$	(97,590	)

Page 13

SCHEDULE 9

MDC PARTNERS INC.

UNAUDITED RECONCILIATION OF COMPONENTS OF NON-GAAP MEASURES

(US$ in 000s)

.	2015														2016
	Q1		Q2			Q3			Q4			FY			Q1		Q2			Q3			YTD
OTHER ITEMS, NET
SEC investigation and class action litigation expenses	$	5,762	$	3,882		$	2,722		$	1,340		$	13,706		$	1,486	$	1,359		$	767		$	3,612
D&O insurance proceeds		-		-			-			(1,000	)		(1,000	)		-		(1,107	)		(3,230	)		(4,337	)
CEO repayment for certain perquisites and expenses		-		(8,600	)		(1,877	)		(808	)		(11,285	)		-		-			-			-
CEO and CAO termination related expenses		-		-			6,906			-			6,906			-		-			-			-
Total other items, net	$	5,762	$	(4,718	)	$	7,751		$	(468	)	$	8,327		$	1,486	$	252		$	(2,463	)	$	(725	)

	2015															2016
	Q1			Q2			Q3			Q4			FY			Q1			Q2			Q3			YTD
CAPITAL EXPENDITURES, NET
Capital expenditures	$	(5,656	)	$	(3,848	)	$	(8,161	)	$	(5,910	)	$	(23,575	)	$	(5,539	)	$	(7,909	)	$	(6,275	)	$	(19,723	)
Landlord reimbursements		356			36			1,259			805			2,456			-			871			248			1,119
Total capital expenditures, net	$	(5,300	)	$	(3,812	)	$	(6,902	)	$	(5,105	)	$	(21,119	)	$	(5,539	)	$	(7,038	)	$	(6,027	)	$	(18,604	)

	2015															2016
	Q1			Q2			Q3			Q4			FY			Q1			Q2			Q3			YTD
CASH INTEREST, NET & OTHER
Cash interest paid	$	(367	)	$	(25,401	)	$	(590	)	$	(26,308	)	$	(52,666	)	$	(25,703	)	$	(1,212	)	$	(1,063	)	$	(27,978	)
Bond interest accrual adjustment		(12,403	)		12,403			(12,403	)		12,403			-			11,995			(15,680	)		(14,625	)		(18,310	)
Adjusted cash interest paid		(12,770	)		(12,998	)		(12,993	)		(13,905	)		(52,666	)		(13,708	)		(16,892	)		(15,688	)		(46,288	)
Interest income		119			105			114			129			467			178			203			218			599
Other		-			-			-			-			-			-			-			-			-
Total cash interest, net & other	$	(12,651	)	$	(12,893	)	$	(12,879	)	$	(13,776	)	$	(52,199	)	$	(13,530	)	$	(16,689	)	$	(15,470	)	$	(45,689	)

Page 14

EX-99.2

Exhibit 99.2

November 3, 2016 Management Presentation Third Quarter 2016 Results

2 FORWARD LOOKING STATEMENTS & OTHER INFORMATION This presentation, including our “ 2016 Financial Outlook”, contains forward - looking statements . The Company’s representatives may also make forward - looking statements orally from time to time . Statements in this presentation that are not historical facts, including statements about the Company’s beliefs and expectations, earnings guidance, recent business and economic trends, potential acquisitions, and estimates of amounts for redeemable noncontrolling interests and deferred acquisition consideration, constitute forward - looking statements . These statements are based on current plans, estimates and projections, and are subject to change based on a number of factors, including those outlined below . Forward - looking statements speak only as of the date they are made, and the Company undertakes no obligation to update publicly any of them in light of new information or future events, if any . Forward - looking statements involve inherent risks and uncertainties . A number of important factors could cause actual results to differ materially from those contained in any forward - looking statements . Such risk factors include, but are not limited to, the following : • risks associated with the SEC’s ongoing investigation and the related class action litigation claims ; • risks associated with severe effects of international, national and regional economic downturn ; • the Company’s ability to attract new clients and retain existing clients; • the spending patterns and financial success of the Company’s clients; • the Company’s ability to remain in compliance with its debt agreements and the Company’s ability to finance its contingent pa yme nt obligations when due and payable, including but not limited to those relating to redeemable noncontrolling interests and deferred acquisition consideration; • the successful completion and integration of acquisitions which compliment and expand the Company’s business capabilities; an d • foreign currency fluctuations. The Company’s business strategy includes ongoing efforts to engage in acquisitions of ownership interests in entities in the marketing communications services industry . The Company intends to finance these acquisitions by using available cash from operations and through incurrence of bridge or other debt financing, either of which may increase the Company’s leverage ratios, or by issuing equity, which may have a dilutive impact on existing shareholders proportionate ownership . At any given time the Company may be engaged in a number of discussions that may result in one or more acquisitions . These opportunities require confidentiality and may involve negotiations that require quick responses by the Company . Although there is uncertainty that any of these discussions will result in definitive agreements or the completion of any transactions, the announcement of any such transaction may lead to increased volatility in the trading price of the Company’s securities . Investors should carefully consider these risk factors and the additional risk factors outlined in more detail in the Annual Report on Form 10 - K under the caption “Risk Factors” and in the Company’s other SEC filings .

3 THIRD QUARTER 2016 SUMMARY » Diminished 2H topline recovery due to a lack of client decisions on incremental new assignments and a select client loss » Revenue growth driven by strong traction in Media and International, and continued strength in Data & Analytics » 2H profitability impacted by actions to align cost base, including incremental severance and real estate consolidation costs » Healthy cash generation in 3Q, due to favorable seasonal working capital trends, and despite $15 million of Deferred Acquisition Consideration payments » Suspension of quarterly dividend to refocus capital allocation on long - term value - creating initiatives and accelerated de - leveraging » Rebasing near - term expectations: lowering full year 2016 financial guidance, pipeline and management actions positions company for stronger 2017 » Advisor hired to assist in evaluating financial and capital structure strategy Note: See appendix for definitions of non - GAAP measures

4 » Revenue increased 6.3% to $349.3 million from $328.4 million » Organic revenue growth of 2.7%, after a 30 basis points benefit from increased billable pass - through costs » Net loss attributable to MDC Partners of ($33.5) million versus ($8.6) million, including a non - cash impairment charge of $29.6 million predominantly related to our experiential business » Adjusted EBITDA decreased 13.5% to $46.3 million from $53.5 million » Adjusted EBITDA margin 13.2% versus 16.3% a year ago » Net new business wins of $1.3 million » Adjusted EBITDA Available for General Capital Purposes decreased 29.7% to $21.7 million from $30.9 million THIRD QUARTER 2016 FINANCIAL HIGHLIGHTS Note: See appendix for definitions of non - GAAP measures

5 » Revenue increased 2.9% to $995.3 million from $967.2 million » Organic revenue growth of 1.7%, after a 70 basis points reduction from decreased billable pass - through costs » Net loss attributable to MDC Partners of ($55.7) million versus ($11.1) million, including a non - cash impairment charge of $29.6 million predominantly related to our experiential business » Adjusted EBITDA decreased 8.4% to $121.0 million from $132.1 million » Adjusted EBITDA margin 12.2% versus 13.7% a year ago » Net new business wins of $58.0 million » Adjusted EBITDA Available for General Capital Purposes decreased 26.4% to $50.7 million from $68.9 million YEAR - TO - DATE FINANCIAL HIGHLIGHTS Note: See appendix for definitions of non - GAAP measures

6 CONSOLIDATED REVENUE AND EARNINGS Note: Actuals may not foot due to rounding (US$ in millions, except percentages) 2016 2015 2016 2015 Revenue 349.3$ 328.4$ 6.3 % 995.3$ 967.2$ 2.9 % Operating Expenses Cost of services sold 235.7 212.9 10.7 % 675.9 648.4 4.2 % Office and general expenses 83.3 78.8 5.7 % 233.8 206.2 13.4 % Depreciation and amortization 11.4 13.1 (12.8) % 34.1 39.4 (13.5) % Goodwill impairment 29.6 - NM % 29.6 - NM % Operating Profit (Loss) (10.8) 23.6 (145.5) % 21.9 73.3 (70.2) % Other, net (6.0) (15.6) 9.5 (29.3) Interest expense and finance charges (16.5) (14.6) (49.3) (43.0) Loss on redemption of notes - - (33.3) - Interest income 0.2 0.1 0.6 0.3 Income tax (expense) benefit 0.5 1.2 (1.9) 0.6 Equity in earnings (losses) of non-consolidated affiliates 0.1 0.2 0.0 0.6 Income (loss) from Continuing Operations (32.5) (5.2) (52.5) 2.5 Income (loss) from discontinued operations, net of taxes - (1.3) - (6.3) Net loss (32.5) (6.5) (52.5) (3.8) Net income attributable to non- (1.1) (2.1) (3.2) (7.3) controlling interests Net loss Attributable to MDC Partners Inc. (33.5)$ (8.6)$ (55.7)$ (11.1)$ % Change Three Months Ended September 30, Nine Months Ended September 30, % Change

7 » Organic revenue growth of 2.7% in Q3 and 1.7% year - to - date REVENUE SUMMARY The Reportable segment is comprised of our integrated advertising and media specialist agencies as well as public relations f irm s, including Allison + Partners, Anomaly, CPB, Doner , F&B, Hunter PR, KBS, MDC Media Partners, and 72andSunny, among others. The Other segment comprises our specialist marketing offerings such as dire ct marketing, sales promotion, market research, strategic communications, database and customer relationship management, data analytics and insights, corporate identity, design and branding, product an d service innovation. Firms within the Other segment include Gale Partners, Kingsdale , Relevant, Team, Redscout and Y Media Labs. Note: Actuals may not foot due to rounding (US$ in millions, except percentages) Revenue $ % Change Revenue $ % Change September 30, 2015 $328.4 $967.2 Foreign Exchange (2.0) -0.6% (8.2) -0.8% Acquisitions (Dispositions), net 14.1 4.3% 19.8 2.0% Organic Revenue Growth (Decline) 8.8 2.7% 16.5 1.7% Total Change 20.8 6.3% 28.1 2.9% September 30, 2016 $349.3 $995.3 Three Months Ended Nine Months Ended

8 REVENUE BY GEOGRAPHY AND SEGMENT » U.S. led by Technology & Data Science, Media and contribution from new business, partially offset by impact of prior client losses » International strengthens to +19.1%, aided by Forsman & Bodenfors , due to broad strength across geographies and disciplines The Reportable segment is comprised of our integrated advertising and media specialist agencies as well as public relations f irm s, including Allison + Partners, Anomaly, CPB, Doner , F&B, Hunter PR, KBS, MDC Media Partners, and 72andSunny, among others. The Other segment comprises our specialist marketing offerings such as dire ct marketing, sales promotion, market research, strategic communications, database and customer relationship management, data analytics and insights, corporate identity, design and branding, product an d service innovation. Firms within the Other segment include Gale Partners, Kingsdale , Relevant, Team, Redscout and Y Media Labs. Note: Actuals may not foot due to rounding (US$ in millions, except percentages) Total Total Organic Revenue Total Total Organic Revenue Revenue Growth Growth (Decline) Revenue Growth Growth (Decline) United States $274.5 1.5% 1.0% $799.7 0.7% -0.1% Canada 30.2 2.3% 2.0% 92.3 -2.7% 1.8% North America 304.7 1.6% 1.1% 891.9 0.4% 0.1% Other 44.5 57.1% 19.1% 103.4 31.7% 19.4% Total $349.3 6.3% 2.7% $995.3 2.9% 1.7% Reportable Segment $290.0 6.7% 2.1% $822.8 2.3% 1.0% All Other 59.3 4.8% 5.5% 172.6 6.0% 5.1% Total $349.3 6.3% 2.7% $995.3 2.9% 1.7% Three Months Ended September 30, 2016 Nine Months Ended September 30, 2016

9 Year - over - Year Growth by Category » Best performing sectors: Communications, Food & Beverage, Consumer Products » Diversification continues: Top 10 clients declined to 22.4% of revenue in Q3 2016 from 23.5% a year ago (largest <4%) REVENUE BY CLIENT INDUSTRY Q3 2016 2016 YTD Above 10% Communications, Food & Beverage, Consumer Products Communications, Food & Beverage 0% to 10% Automotive Consumer Products, Automotive Below 0% Retail, Financials, Healthcare, Technology Healthcare, Technology, Financials, Retail * Excludes discontinued operations Note: Actuals may not foot due to rounding. Year - over - year category growth shown on a reported basis. Q3 2016 Mix

10 » Adjusted EBITDA negatively impacted by actions to align costs, including incremental severance and real estate consolidation expenses ADJUSTED EBITDA 1 Adjusted EBITDA is a non GAAP measure. See schedules 2 through 5 of the Q3 2016 press release for a reconciliation of Net los s t o Adjusted EBITDA. Note: Actuals may not foot due to rounding. (US$ in millions, except percentages) 2016 2015 2016 2015 Advertising and Communications Group 53.4$ 63.9$ (16.5) % 148.9$ 168.6$ (11.7) % Reportable Segment 44.8 53.2 (15.7) % 120.2 138.1 (13.0) % All Other 8.6 10.8 (20.2) % 28.7 30.5 (5.9) % Corporate Group (7.1) (10.5) (31.8) % (28.0) (36.5) (23.4) % Adjusted EBITDA (1) 46.3$ 53.5$ (13.5) % 121.0$ 132.1$ (8.4) % margin 13.2% 16.3% 12.2% 13.7% % Change Three Months Ended September 30, Nine Months Ended September 30, % Change

11 ADJUSTED EBITDA AVAILABLE FOR GENERAL CAPITAL PURPOSES 1 Adjusted EBITDA is a non GAAP measure. See schedules 2 through 5 of the Q3 2016 press release for a reconciliation of Net los s t o Adjusted EBITDA. 2 Capital Expenditures, net represents capital expenditures net of landlord reimbursements. 3 Cash Interest, net & Other represents the cash interest paid for our borrowings, less interest income, adjusted for the quart er ly accrual of cash interest under our Senior Notes. See Appendix for reconciliation of amounts. 4 Adjusted EBITDA Available for General Capital Purposes is a non - GAAP measure, and represents funds available for repayment of d ebt, acquisitions, deferred acquisition consideration, dividends, and other general corporate initiatives. (US$ in millions) 2016 2015 2016 2015 Adjusted EBITDA (1) $46.3 $53.5 $121.0 $132.1 Net Income Attibutable to the Noncontrolling Interests ($1.1) ($2.1) ($3.2) ($7.3) Capital Expenditures, net (2) ($6.0) ($6.9) ($18.6) ($16.0) Cash Taxes ($2.0) ($0.7) ($2.8) ($1.4) Cash Interest, net & Other (3) ($15.5) ($12.9) ($45.7) ($38.4) Adjusted EBITDA Available for General Capital Purposes (4) $21.7 $30.9 $50.7 $68.9 Three Months Ended September 30, Nine Months Ended September 30,

12 Note: Actuals may not foot due to rounding SUMMARY OF CASH FLOW Note: Actuals may not foot due to rounding (US$ in millions) 2016 2015 Cash flows used in continuing operating activities ($58.9) ($9.1) Discontinued operations 0.0 (1.3) Net cash used in operating activities ($58.9) ($10.5) Cash flows used in continuing investing activities ($14.7) ($42.7) Discontinued operations 0.0 17.1 Net cash used in investing activities ($14.7) ($25.6) Cash flows provided by (used in) continuing financing activities $32.7 ($63.6) Discontinued operations 0.0 (0.0) Net cash provided by (used in) financing activities $32.7 ($63.7) Effect of exchange rate changes on cash and cash equivalents $1.2 $2.2 Net decrease in cash and cash equivalents ($39.7) ($97.6) Nine Months Ended June 30,

13 2016 FINANCIAL OUTLOOK Revenue Adjusted EBITDA Adjusted EBITDA Available for General Capital Purposes Implied Adjusted EBITDA Margin $1.326 billion $197.7 million $113.4 million 14.9% $1.365 to $1.375 billion $170 to $180 million $75 to $85 million 12.4% to 13.2% +2.9% to +3.7% - 14.0% to - 8.9% - 33.9% to - 25.0% - 250 to - 170 basis points 2015 Actuals Implied Year over Year Change Revised 2016 Guidance $1.390 to $1.420 billion $205 to $215 million $110 to $120 million 14.7% to 15.1% Prior 2016 Guidance Note: See appendix for definitions of non - GAAP measures

14 Note: Actuals may not foot due to rounding ADJUSTED EBITDA GUIDANCE BRIDGE Note: Actuals may not foot due to rounding $175 $7 $3 $10 $15 $210 $0 $20 $40 $60 $80 $100 $120 $140 $160 $180 $200 $220 Prior 2016 Adjusted EBITDA Guidance Incremental severance Real estate consolidation Delayed cost cuts Negative leverage on softer 2H revenue Revised 2016 Adjusted EBITDA Guidance Over $30 million of run rate cost savings

15 APPENDIX

16 Note: Actuals may not foot due to rounding REVENUE TRENDING SCHEDULE (US$ in thousands, except percentages) Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 YTD Revenue United States $228,833 $243,128 $249,128 $272,385 $993,474 $252,018 $271,375 $270,511 $291,147 $1,085,051 $252,198 $272,991 $274,506 $799,696 Canada 30,913 39,028 38,052 42,397 150,390 29,825 35,432 29,560 34,221 129,038 28,406 33,614 30,233 92,253 North America 259,746 282,156 287,180 314,782 1,143,864 281,843 306,807 300,071 325,368 1,214,089 280,604 306,605 304,740 891,949 Other 15,108 17,200 22,211 25,129 79,648 20,379 29,799 28,344 33,645 112,167 28,437 30,442 44,515 103,394 Total $274,854 $299,356 $309,391 $339,911 $1,223,512 $302,222 $336,606 $328,415 $359,013 $1,326,256 $309,042 $337,047 $349,254 $995,343 % of Revenue United States 83.3% 81.2% 80.5% 80.1% 81.2% 83.4% 80.6% 82.4% 81.1% 81.8% 81.6% 81.0% 78.6% 80.3% Canada 11.2% 13.0% 12.3% 12.5% 12.3% 9.9% 10.5% 9.0% 9.5% 9.7% 9.2% 10.0% 8.7% 9.3% North America 94.5% 94.3% 92.8% 92.6% 93.5% 93.3% 91.1% 91.4% 90.6% 91.5% 90.8% 91.0% 87.3% 89.6% Other 5.5% 5.7% 7.2% 7.4% 6.5% 6.7% 8.9% 8.6% 9.4% 8.5% 9.2% 9.0% 12.7% 10.4% Total 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Total Growth % United States 14.6% 12.6% 13.6% 15.6% 14.1% 10.1% 11.6% 8.6% 6.9% 9.2% 0.1% 0.6% 1.5% 0.7% Canada -3.6% 15.0% 12.3% 18.6% 10.9% -3.5% -9.2% -22.3% -19.3% -14.2% -4.8% -5.1% 2.3% -2.7% North America 12.1% 12.9% 13.4% 16.0% 13.7% 8.5% 8.7% 4.5% 3.4% 6.1% -0.4% -0.1% 1.6% 0.4% Other 33.5% 33.8% 55.8% 40.4% 41.4% 34.9% 73.2% 27.6% 33.9% 40.8% 39.5% 2.2% 57.1% 31.7% Total 13.1% 13.9% 15.7% 17.5% 15.2% 10.0% 12.4% 6.1% 5.6% 8.4% 2.3% 0.1% 6.3% 2.9% Organic Revenue Growth (Decline) % United States 12.0% 9.5% 7.7% 10.5% 9.9% 6.9% 6.6% 6.1% 5.9% 6.4% -1.2% -0.1% 1.0% -0.1% Canada -2.2% 3.5% 14.0% 22.1% 9.7% 3.2% 2.1% -5.5% -4.3% -1.4% 4.5% -0.6% 2.0% 1.8% North America 10.0% 8.7% 8.5% 12.1% 9.9% 6.5% 6.0% 4.6% 4.5% 5.4% -0.6% -0.1% 1.1% 0.1% Other 29.0% 27.8% 37.4% 19.5% 27.8% 23.7% 45.5% 20.0% 39.9% 31.9% 41.4% 4.7% 19.1% 19.4% Total 10.9% 9.6% 10.1% 12.5% 10.8% 7.4% 8.3% 5.7% 7.2% 7.1% 2.2% 0.3% 2.7% 1.7% Growth % from Foreign Exchange United States 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Canada -8.6% -6.1% -4.7% -7.6% -6.7% -11.2% -11.3% -16.8% -15.0% -13.7% -9.3% -4.6% 0.3% -4.5% North America -1.2% -0.8% -0.6% -1.0% -0.9% -1.3% -1.6% -2.2% -2.0% -1.8% -1.0% -0.5% 0.0% -0.5% Other 4.5% 6.0% 2.2% -5.7% 1.0% -12.5% -16.5% -11.7% -7.6% -12.1% -4.3% -3.0% -7.4% -4.9% Total -0.9% -0.5% -0.5% -1.3% -0.8% -2.0% -2.4% -2.9% -2.4% -2.5% -1.2% -0.7% -0.6% -0.8% Growth % from Acquisitions (Dispositions), net United States 2.6% 3.1% 5.9% 5.1% 4.2% 3.2% 5.0% 2.5% 1.0% 2.8% 1.3% 0.7% 0.4% 0.8% Canada 7.2% 17.6% 3.0% 4.1% 7.9% 4.5% 0.0% 0.0% 0.0% 0.9% 0.0% 0.0% 0.0% 0.0% North America 3.3% 5.0% 5.5% 5.0% 4.7% 3.4% 4.3% 2.1% 0.8% 2.6% 1.2% 0.6% 0.4% 0.7% Other 0.0% 0.0% 16.2% 26.6% 12.5% 23.8% 44.2% 19.3% 1.6% 21.0% 2.4% 0.5% 45.3% 17.2% Total 3.1% 4.8% 6.1% 6.3% 5.1% 4.5% 6.6% 3.4% 0.9% 3.8% 1.3% 0.6% 4.3% 2.0% 2014 2015 2016 Note: Actuals may not foot due to rounding

17 Note: Actuals may not foot due to rounding ADJUSTED EBITDA TRENDING SCHEDULE (US$ in thousands, except percentages) Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 YTD ADVERTISING AND COMMUNICATIONS GROUP Revenue $302,222 $336,606 $328,415 $359,013 $1,326,256 $309,042 $337,047 $349,254 $995,343 Operating profit (loss) 26,013 54,372 43,419 13,478 137,282 21,678 36,868 (3,700) 54,846 Depreciation and amortization 11,854 13,554 12,749 12,292 50,449 10,823 10,926 11,053 32,802 Goodwill impairment - - - - - - - 29,631 29,631 Stock-based compensation 3,500 4,863 2,660 4,033 15,056 3,881 4,880 4,623 13,384 Acquisition deal costs 284 255 108 58 704 65 402 639 1,106 Deferred acquisition consideration adjustments 2,248 (12,741) 4,927 41,913 36,347 6,327 (299) 11,152 17,180 Distributions from non-consolidated affiliates 334 176 67 102 679 - - - - Other items, net - - - - - - - - Adjusted EBITDA $44,233 $60,479 $63,930 $71,876 $240,517 $42,774 $52,777 $53,398 $148,949 REPORTABLE SEGMENT Revenue $253,473 $279,044 $271,882 $297,276 $1,101,675 $258,067 $274,707 $289,988 $822,762 Operating profit (loss) 25,666 42,149 39,418 28,356 135,589 20,042 27,260 20,834 68,136 Depreciation and amortization 7,744 8,647 8,095 8,014 32,500 7,151 7,241 10,070 24,462 Goodwill impairment - - - - - - - - - Stock-based compensation 2,246 3,660 1,857 2,468 10,231 3,751 3,979 3,337 11,067 Acquisition deal costs 284 216 87 14 601 65 402 639 1,106 Deferred acquisition consideration adjustments 1,675 (7,634) 3,669 20,265 17,975 4,167 1,368 9,918 15,453 Distributions from non-consolidated affiliates 304 30 69 403 - - - - Other items, net - - - - - - - - - Adjusted EBITDA $37,919 $47,038 $53,156 $59,186 $197,299 $35,176 $40,250 $44,798 $120,224 ALL OTHER Revenue $48,749 $57,562 $56,533 $61,737 $224,581 $50,975 $62,340 $59,266 $172,581 Operating profit (loss) 347 12,223 4,001 (14,878) 1,693 1,636 9,608 (24,534) (13,290) Depreciation and amortization 4,110 4,907 4,654 4,278 17,949 3,672 3,685 983 8,340 Goodwill impairment - - - - - - - 29,631 29,631 Stock-based compensation 1,254 1,203 803 1,565 4,825 130 901 1,286 2,317 Acquisition deal costs - 39 21 44 104 - - - - Deferred acquisition consideration adjustments 573 (5,107) 1,258 21,648 18,372 2,160 (1,667) 1,234 1,727 Distributions from non-consolidated affiliates 30 176 37 33 276 - - - - Other items, net - - - - - - - - - Adjusted EBITDA $6,314 $13,441 $10,774 $12,690 $43,219 $7,598 $12,527 $8,600 $28,725 2015 2016 Note: Actuals may not foot due to rounding

18 Note: Actuals may not foot due to rounding ADJUSTED EBITDA TRENDING SCHEDULE (cont.) (US$ in thousands, except percentages) Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 YTD CORPORATE GROUP Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 Operating profit (loss) (20,818) (9,890) (19,801) (14,663) (65,172) (13,130) (12,801) (7,051) (32,982) Depreciation and amortization 446 453 337 538 1,774 397 510 359 1,266 Goodwill impairment - - - - - - - - - Stock-based compensation 945 451 606 738 2,740 804 650 605 2,059 Acquisition deal costs 590 587 620 411 2,208 488 505 167 1,160 Deferred acquisition consideration adjustments - - - - - - - - - Distributions from non-consolidated affiliates 8 112 30 7,122 7,272 - - 1,247 1,247 Other items, net 5,762 (4,718) 7,751 (468) 8,327 1,486 252 (2,463) (725) Adjusted EBITDA ($13,067) ($13,005) ($10,457) ($6,322) ($42,851) ($9,955) ($10,884) ($7,136) ($27,975) TOTAL Revenue $302,222 $336,606 $328,415 $359,013 $1,326,256 $309,042 $337,047 $349,254 $995,343 Operating profit (loss) 5,195 44,482 23,618 (1,185) 72,110 8,548 24,067 (10,751) 21,864 Depreciation and amortization 12,300 14,007 13,086 12,830 52,223 11,220 11,436 11,412 34,068 Goodwill impairment - - - - - - - 29,631 29,631 Stock-based compensation 4,445 5,314 3,266 4,771 17,796 4,685 5,530 5,228 15,443 Acquisition deal costs 874 842 728 469 2,912 553 907 806 2,266 Deferred acquisition consideration adjustments 2,248 (12,741) 4,927 41,913 36,347 6,327 (299) 11,152 17,180 Distributions from non-consolidated affiliates 342 288 97 7,224 7,951 - - 1,247 1,247 Other items, net 5,762 (4,718) 7,751 (468) 8,327 1,486 252 (2,463) (725) Adjusted EBITDA $31,166 $47,474 $53,473 $65,554 $197,666 $32,819 $41,893 $46,262 $120,974 2015 2016 Note: Actuals may not foot due to rounding

19 Note: Actuals may not foot due to rounding ACQUISITION REVENUE DETAIL (1) For the twelve months ended December 31, 2015, 2015 revenue from acquisitions was comprised of $32.0 million from 2014 acquis iti ons and $13.8 million from 2015 acquisitions. For the three months ended September 30, 2016, 2016 revenue from acquisitions was comprised of $1.6 million from 2015 acquisitions and $15.5 million fro m 2 016 acquisitions. For the nine months ended September 30, 2016, 2016 revenue from acquisitions was comprised of $10.9 million from 2015 acquisitions and $15.5 million from 2016 acquisitions. Note: Actuals may not foot due to rounding Reconciliation of Acquisitions (Dispositions), net to Revenue in the Statement of Operations (US$ in millions) 2015 FY Q1 Q2 Q3 YTD Acquisitions (Dispositions), net 46.3$ 3.8$ 1.9$ 14.1$ 19.8$ Revenue Growth (Decline), net 0.8 2.8 0.9 3.1 6.8 Foreign Exchange (1.3) (0.0) (0.0) (0.1) (0.1) Revenue from Acquisitions (1) 45.8$ 6.6$ 2.8$ 17.1$ 26.5$ 2016

20 Note: Actuals may not foot due to rounding RECONCILIATIONS Note: Actuals may not foot due to rounding (US$ in millions) Q1 Q2 Q3 Q4 FY Q1 Q2 Q3 YTD Other items, net SEC investigation and class action litigation expenses 5,762$ 3,882$ 2,722$ 1,340$ 13,706$ 1,486$ 1,359$ 767$ 3,612$ D&O insurance proceeds - - - (1,000) (1,000) - (1,107) (3,230) (4,337) CEO repayment for certain perquisites and expenses - (8,600) (1,877) (808) (11,285) - - - - CEO and CAO termination related expenses - - 6,906 - 6,906 - - - - Total other items, net 5,762$ (4,718)$ 7,751$ (468)$ 8,327$ 1,486$ 252$ (2,463)$ (725)$ Capital expenditures, net Capital expenditures (5,656)$ (3,848)$ (8,161)$ (5,910)$ (23,575)$ (5,539)$ (7,909)$ (6,275)$ (19,723)$ Landlord reimbursements 356 36 1,259 805 2,456 - 871 248 1,119 Total capital expenditures, net (5,300)$ (3,812)$ (6,902)$ (5,105)$ (21,119)$ (5,539)$ (7,038)$ (6,027)$ (18,604)$ Cash interest, net & other Cash interest paid (367)$ (25,401)$ (590)$ (26,308)$ (52,666)$ (25,703)$ (1,212)$ (1,063)$ (27,978)$ Bond interest accrual adjustment (12,403) 12,403 (12,403) 12,403 - 11,995 (15,680) (14,625) (18,310) Adjusted cash interest paid (12,770) (12,998) (12,993) (13,905) (52,666) (13,708) (16,892) (15,688) (46,288) Interest income 119 105 114 129 467 178 203 218 599 Other - - - - - - - - - Total cash interest, net & other (12,651)$ (12,893)$ (12,879)$ (13,776)$ (52,199)$ (13,530)$ (16,689)$ (15,470)$ (45,689)$ 2015 2016

21 AVAILABLE LIQUIDITY 1 1 Subject to available borrowings under the Credit Facility. (US$ in millions) September 30, 2016 December 31, 2015 Commitment Under Facility $325.0 $325.0 Drawn 70.5 - Undrawn Letters of Credit 4.6 5.0 Undrawn Commitments Under Facility $249.9 $320.0 Total Cash & Cash Equivalents 21.7 61.5 Liquidity $271.6 $381.5

22 Note: Actuals may not foot due to rounding CURRENT CREDIT PICTURE (1) These ratios and measures are not based on generally accepted accounting principles and are not presented as alternatives mea sur es of operating performance or liquidity. Some of these ratios and measures include, among other things, proforma adjustments for acquisitions, one - time charges, and other items, as defined in the Credit Agreement. They are presented here to demonstrate compliance with the covenants in the Credit Agreement, as non - compliance with such covenants could have a material adverse effect on the Company. (2) Covenant EBITDA is a measure that includes pro forma adjustments for acquisitions, one - time charges, and other items, as defined in the Credit Agreement. (3) Total Senior Leverage is a measure that includes borrowings under the Credit Agreement, outstanding letters of credit, less c ash held in depository accounts, as defined in the Credit Agreement (4) Net Debt is a measure that includes borrowings under the Credit Agreement, the Senior Notes, other outstanding debt and lette rs of credit, less cash held in depository accounts, as defined in the Credit Agreement. Net Debt does not include Deferred Acquisition Consideration with the exception of certain fixed components ($2.4 mil lion as of September 30, 2016, and $10.1 million as of December 31, 2015), and it does not include minority interest. (5) Based on borrowings as of September 30, 2016. Excludes capital leases, other outstanding debt and letters of credit, and Defe rre d Acquisition Consideration. Note: Actuals may not foot due to rounding Current Debt Maturity Profile (5) $325 million Credit Facility Covenants (1) (US$ in millions) September 30, December 31, 2016 2015 Covenants I. Total Senior Leverage Ratio 0.4 (0.2) Maximum per covenant 2.0 2.0 II. Total Leverage Ratio 4.8 3.4 Maximum per covenant 5.5 5.5 III. Fixed Charges Ratio 2.3 2.7 Minimum per covenant 1.0 1.0 IV. Covenant EBITDA (2) $201.3 $210.6 Minimum per covenant 105.0 105.0 Debt Calculation Total Senior Leverage, net (3) $69.8 ($39.6) Net Debt (4) 972.5 706.2 Twelve Months Ended

23 TEMPORAL PUT OBLIGATIONS AND IMPACT ON EBITDA 1 This amount is in addition to ( i ) $43.2 million of options to purchase only exercisable upon termination not within the control of the Company, or death, and (i i) the excess of the initial redemption value recorded in Redeemable Noncontrolling Interests over the amount the Company would be required to pay to the holders should the Company acquire the remaining ownership interests of $3.7 million. Incremental (US$ in millions) Cash Stock Total Income in Period 2016 2.6 0.0 2.6 1.6 2017 3.6 0.0 3.6 0.0 2018 2.3 0.1 2.4 1.9 2019 1.2 0.0 1.2 0.0 Thereafter 3.5 0.0 3.5 1.9 Total $13.2 $0.1 $13.3(1) $5.4 Effective Multiple 2.5x Estimated Put Impact at September 30, 2016 Payment Consideration

24 DEFINITION OF NON - GAAP MEASURES Organic Revenue: “Organic revenue growth” and “organic revenue decline” refer to the positive or negative results, respectively, of the following calculation: ( i ) the change in revenue during the relevant time period, less (ii) for each business acquired in the current year, the incremental impact on revenue for the comparable period prior to the Company’s ownership of such acquired business, less revenue from each business acquired by the Company in the previous year through the twelve month anniversary of the Company’s ownership, plus (iii) for each business disposed of in the current year, the incremental impact on revenue for the comparable period after the Company’s disposition of such disposed business, plus revenue from each business disposed of by the Company in the previous year through the twelve month anniversary of the Company’s disposition, less (iv) foreign exchange impacts. Net New Business: Estimate of annualized revenue for new wins less annualized revenue for losses incurred in the period. Adjusted EBITDA: Adjusted EBITDA is a non - GAAP measure that represents operating profit plus depreciation and amortization, stock - based compensation, acquisition deal costs, deferred acquisition consideration adjustments, distributions from non - consolidated affiliates, and other items. Adjusted EBITDA Available for General Capital Purposes: Adjusted EBITDA Available for General Capital Purposes: Adjusted EBITDA Available for General Capital Purposes is a non - GAAP measure that represents Adjusted EBITDA less net income attributable to the noncontrolling interests, capital expenditures net of landlord reimbursements, cash taxes, and cash interest, net & other. Note: A reconciliation of Non - GAAP to US GAAP reported results has been provided by the Company in the tables included in the earnings release issued on November 3, 2016.

MDC Partners Innovation Center 745 Fifth Avenue, Floor 19 New York, NY 10151 646 - 429 - 1800 www.mdc - partners.com

November 3, 2016 Management Presentation Third Quarter 2016 Results