10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31,2015

Commission File Number 001-13718

MDC PARTNERS INC.

(Exact Name of Registrant as Specified in Its Charter)

Canada	98-0364441
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

745 Fifth Avenue, 19th Floor

New York, New York, 10151

(646) 429-1800

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Class A Subordinate Voting Shares, no par value	NASDAQ

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ý No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.Yes o No ý

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.Yes ý No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).Yes ý No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. (Check one):

Large accelerated filer x Accelerated filer o Non-accelerated o Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).Yes o No ý

The aggregate market value of the shares of all classes of voting and non-voting common stock of the registrant held by non-affiliates as of June 30, 2015 was approximately $858.1 million, computed upon the basis of the closing sales price ($19.70/share) of the Class A subordinate voting shares on that date.

As of February 26, 2016, there were 49,994,459 outstanding shares of Class A subordinate voting shares without par value, and 3,755 outstanding shares of Class B multiple voting shares without par value, of the registrant.

MDC PARTNERS INC. 

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	10
Item 2.	Properties	11
Item 3.	Legal Proceedings	11
Item 4.	Mine Safety Disclosures	12
PART II
Item 5.	Market for Registrant’s Common Equity and Related Stockholder Matters	13
Item 6.	Selected Financial Data	14
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	40
Item 8.	Financial Statements and Supplementary Data	41
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	90
Item 9A.	Controls and Procedures	90
Item 9B.	Other Information	92
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	93
Item 11.	Executive Compensation	94
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	94
Item 13.	Certain Relationships and Related Transactions and Director Independence	94
Item 14.	Principal Accountant Fees and Services	94
PART IV
Item 15.	Exhibits and Financial Statements Schedules	96
Signatures		97

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References in this Annual Report on Form 10-K to “MDC Partners,” “MDC,” the “Company,” “we,” “us” and “our” refer to MDC Partners Inc. and, unless the context otherwise requires or otherwise is expressly stated, its subsidiaries. References in the Annual Report on Form 10-K to “Partner Firms” generally refer to the Company's subsidiary agencies.

All dollar amounts are stated in US Dollars unless otherwise stated.

DOCUMENTS INCORPORATED BY REFERENCE

The following sections of the Proxy Statement for the Annual Meeting of Stockholders to be held on June 1, 2016, are incorporated by reference in Parts I and III: “Election of Directors,” “Section 16(a) Beneficial Ownership Reporting Compliance,” “Executive Compensation,” “Report of the Human Resources and Compensation Committee on Executive Compensation,” “Outstanding Shares,” “Appointment of Auditors,” and “Certain Relationships and Related Transactions”.

AVAILABLE INFORMATION

Information regarding the Company’s Annual Report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and any amendments to these reports, will be made available, free of charge, at the Company’s website at http://www.mdc-partners.com, as soon as reasonably practicable after the Company electronically files such reports with or furnishes them to the Securities and Exchange Commission (the “SEC”). The information found on, or otherwise accessible through, the Company’s website is not incorporated into, and does not form a part of, this Annual Report or Form 10-K. Any document that the Company files with the SEC may also be read and copied at the SEC’s Public Reference Room located at 100 F. Street, N.E., Washington, DC 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of Public Reference Room. The Company’s filings are also available to the public from the SEC’s website at http://www.sec.gov.

The Company’s Code of Conduct (Whistleblower Policy) and each of the charters for the Audit Committee, Human Resources and Compensation Committee and Nominating and Corporate Governance Committee, are available free of charge on the Company’s website at http://www.mdc-partners.com or by writing to MDC Partners Inc., 745 Fifth Avenue, 19th Floor, New York, New York 10151, Attention: Investor Relations.

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FORWARD-LOOKING STATEMENTS

This document contains forward-looking statements. The Company’s representatives may also make forward-looking statements orally from time to time. Statements in this document that are not historical facts, including statements about the Company’s beliefs and expectations, 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 claim;

• risks associated with severe effects of international, national and regional economic conditions;

• 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 the Credit Agreement (as defined below) 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 this Annual Report on Form 10-K under Item 1A, under the caption “Risk Factors” and in the Company’s other SEC filings.

SUPPLEMENTARY FINANCIAL INFORMATION

The Company reports its financial results in accordance with generally accepted accounting principles of the United States of America (“US GAAP”). However, the Company has included certain non-US GAAP financial measures and ratios, which it believes, provide useful information to both management and readers of this report in measuring the financial performance and financial condition of the Company. These measures do not have a standardized meaning prescribed by US GAAP and, therefore, may not be comparable to similarly titled measures presented by other publicly traded companies, nor should they be construed as an alternative to other titled measures determined in accordance with US GAAP.

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PART I

Item 1. Business

MDC PARTNERS INC.

MDC was formed by Certificate of Amalgamation effective December 19, 1986, pursuant to the Business Corporations Act (Ontario). Effective December 19, 1986, MDC amalgamated with Branbury Explorations Limited, and thereby became a public company operating under the name of MDC Corporation. On January 1, 2004, MDC changed its name to its current name, MDC Partners Inc., and on June 28, 2004, MDC was continued under Section 187 of the Canada Business Corporations Act. MDC’s registered address is located at 33 Draper Street, Toronto, Ontario, M5V 2M3, and its head office address is located at 745 Fifth Avenue, 19th Floor, New York, New York 10151.

About Us

MDC is a leading provider of global marketing, advertising, activation, communications and strategic consulting solutions. MDC and its Partner Firms (as defined below) deliver a wide range of customized services, including (1) global advertising and marketing services, (2) media buying, planning and optimization, (3) interactive and mobile marketing, (4) direct marketing, (5) database and customer relationship management, (6) sales promotion, (7) corporate communications, (8) market research, (9) data analytics and insights, (10) corporate identity, design and branding services, (11) social media communications, (12) product and service innovation and (13) e-commerce management.

Market Strategy

MDC’s strategy is to build, grow and acquire market-leading businesses that deliver innovative, value-added marketing, activation, communications and strategic consulting services to their clients. By doing so, MDC strives to be a partnership of marketing communications and consulting companies (or “Partner Firms”) whose strategic, creative and innovative solutions are media-agnostic, challenge the status quo, achieve measurable superior returns on investment, and drive transformative growth and business performance for its clients and stakeholders.

The MDC model is driven by three key elements:

Perpetual Partnership.  The perpetual partnership model creates ongoing alignment of interests between MDC and its Partner Firms to drive the Company's overall performance by (1) identifying the “right” Partner Firms with a sustainable differentiated position in the marketplace, (2) creating the “right” partnership structure by taking a majority ownership position and leaving a substantial noncontrolling equity or economic ownership position in the hands of operating management to incentivize long-term growth, (3) providing succession planning support and compensation models to incentivize future leaders and second-generation executives, (4) leveraging the network's scale to provide access to strategic resources and best practices and (5) focusing on delivering financial results.

Entrepreneurialism.  The entrepreneurial spirit of both MDC and its Partner Firms is optimized through (1) its unique perpetual partnership model that incentivizes senior-level involvement and ambition, (2) access to shared resources within the Corporate Group that allow individual firms to focus on client business and company growth and (3) MDC’s collaborative creation of customized solutions to support and grow Partner Firm businesses.

Human and Financial Capital.  The perpetual partnership model balances accountability with financial flexibility and meaningful incentives to support growth.

Financial Reporting Segments

MDC operates through a network of Partner Firms. Beginning in 2015, MDC streamlined its reporting structure to improve efficiency and resource prioritization. The Company now reports as one reportable segment which is the Advertising and Communications Segment.

The Advertising and Communications reportable segment consists of integrated marketing consulting services to Partner Firms that offer a full complement of advertising, marketing, media, communications solutions, and specialized consumer insights and analytics including (1) global advertising and marketing services, (2) media buying, planning and optimization, (3) interactive and mobile marketing, (4) direct marketing, (5) public relations, (6) corporate communications, (7) market research, (8) corporate identity and branding services, (9) sales promotion, (10) the design, development, research and implementation of consumer services and (11) direct marketing services.

In addition, certain firms also provide consumer activation services, investor relation services and/or general public insights.

MDC also reports results for the “Corporate Group”. The Corporate Group provides shared services to the Company and the Partner Firms, including accounting, administrative, strategic, financial, human resource and legal functions. The Corporate Group ensures that MDC is the most partner-responsive marketing services network through its strategic mandate to help Partner Firms

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accelerate their growth. The Corporate Group leverages the collective expertise and scale of MDC’s network to (1) provide business development support, talent, business planning, IT, procurement, real estate, communications, and legal to the Partner Firms, (2) help the Partner Firms source and execute tuck-under acquisitions, (3) facilitate cross-selling among the Partner Firms and (4) expand the Partner Firms' service offerings and geographic footprints.

For further information relating to the Company's advertising and communications businesses, refer to Note 14 (Segment Information) of the Notes to the Consolidated Financial Statements included in this Annual Report and to “Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations.”

Ownership Information

The following table includes certain information about MDC’s operating subsidiaries as of December 31,2015.

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MDC PARTNERS INC.

SCHEDULE OF ADVERTISING AND COMMUNICATIONS COMPANIES

	Year of Initial
Company	Investment	Locations
Consolidated:
Advertising and Communications
6degrees Communications	1993	Canada
72andSunny	2010	Los Angeles, New York, Netherlands, UK
Allison & Partners	2010	San Francisco, Los Angeles, New York and other US Locations, China, France, Singapore, UK
Anomaly	2011	New York, Netherlands, Canada, UK, China
Boom Marketing	2005	Canada
Bruce Mau Design	2004	Canada
Bryan Mills Iradesso	1989	Canada
Civilian	2000	Chicago
Colle + McVoy	1999	Minneapolis
Concentric Partners	2011	New York, UK
Crispin Porter + Bogusky	2001	Miami, Boulder, Los Angeles, UK, Sweden, Denmark, Brazil, China
Doner	2012	Detroit, Cleveland, Los Angeles, UK
Gale Partners	2014	Canada, New York, India
Hello Design	2004	Los Angeles
HL Group Partners	2007	New York, Los Angeles, China
Hunter PR	2014	New York, UK
kbs+	2004	New York, Canada, China, UK
Albion	2014	UK
Attention	2009	New York
Kenna	2010	Canada
The Media Kitchen	2010	New York, Canada, UK
Rumble Fox	2014	New York
Kingsdale	2014	Canada, New York
Kwittken	2010	New York, UK, Canada
Laird + Partners	2011	New York
Luntz Global	2014	Washington, D.C.
MDC Media Partners	2010
Assembly	2010	New York, Detroit, Atlanta, Los Angeles
EnPlay	2015	New York
LBN Partners	2013	Detroit, Los Angeles
Trade X	2011	New York
Unique Influence	2015	Austin
Varick Media Management	2010	New York
Mono Advertising	2004	Minneapolis, San Francisco
Northstar Research Partners	1998	Canada, New York, UK
Redscout	2007	New York, San Francisco, UK
Relevent	2010	New York
Sloane & Company	2010	New York
Source Marketing	1998	Connecticut, Pennsylvania
TEAM	2010	Ft. Lauderdale
Union	2013	Canada
Veritas	1993	Canada
Vitro	2004	San Diego
Yamamoto	2000	Minneapolis
Y Media Labs	2015	Redwood City, New York, India

____________

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Competition

In the competitive, highly fragmented marketing and communications industry, MDC's Partner Firms compete for business and talent with the operating subsidiaries of large global holding companies such as Omnicom Group Inc., Interpublic Group of Companies, Inc., WPP plc, Publicis Groupe SA, Dentsu Inc. and Havas SA. These global holding companies generally have greater resources than those available to MDC and its subsidiaries, and such resources may enable them to aggressively compete with the Company’s marketing communications businesses. Each of MDC’s Partner Firms also faces competition from numerous independent agencies that operate in multiple markets, as well as newer competitors such as IT consulting, tech platforms, and other services firms that have begun to offer marketing-related services. MDC’s Partner Firms must compete with all of these other companies to maintain existing client relationships and to obtain new clients and assignments. MDC’s Partner Firms compete at this level by providing clients with disruptive marketing ideas and strategies that are focused on increasing clients’ revenues and profits. These existing and potential clients include multinational corporations and national companies with mid-to-large sized marketing budgets. MDC also benefits from cooperation among its entrepreneurial Partner Firms through referrals and the sharing of both services and expertise, which enables MDC to service clients’ varied marketing needs around the world by crafting custom integrated solutions.

A Partner Firm’s ability to compete for new clients is affected in some instances by the policy, which many advertisers and marketers impose, of not permitting their agencies to represent competitive accounts in the same market. In the vast majority of cases, however, MDC’s consistent maintenance of separate, independent operating companies has enabled MDC to represent competing clients across its network.

Industry Trends

There are several recent economic and industry trends that affect or may be expected to affect the Company’s results of operations. Historically, advertising has been the primary service provided by the marketing communications industry. However, as clients aim to establish one-to-one relationships with customers, and more accurately measure the effectiveness of their marketing expenditures, specialized and digital communications services and database marketing and analytics are consuming a growing portion of marketing dollars. The Company believes these changes in the way consumers interact with media is increasing the demand for a broader range of non-advertising marketing communications services (i.e., direct marketing, sales promotion, interactive, mobile, strategic communications and public relations), which we expect could have a positive impact on our results of operations. In addition, the rise of technology and data solutions have rendered scale less crucial as it once was in areas such as media buying, creating significant opportunities for agile and modern players. Global marketers now demand breakthrough and integrated creative ideas, and no longer require traditional brick-and-mortar communications partners in every market to optimize the effectiveness of their marketing efforts. Combined with the fragmentation of the media landscape, these factors provide new opportunities for small to mid-sized communications companies like those in the MDC network. In addition, marketers now require ever greater speed-to-market to drive financial returns on their marketing and media investment, causing them to turn to more nimble, entrepreneurial and collaborative communications firms like MDC Partner Firms.

As client procurement departments have focused increasingly on marketing services company fees in recent years, the Company has invested in resources to work with client procurement departments to ensure that we are able to deliver against client goals in a mutually beneficial way. For example, the Company has explored new compensation models, such as performance-based incentive payments and equity, in order to greater align our success with our clients. These incentive payments may offset negative pricing pressure from client procurement departments.

Clients

The Company serves clients in virtually every industry, and in many cases, the same clients in various locations, and through several Partner Firms and across many disciplines. Representation of a client rarely means that MDC handles marketing communications for all brands or product lines of the client in every geographical location. For further information regarding revenues and long-lived assets on a geographical basis for each of the last three years, see Note 14 of the Notes to the Consolidated Financial Statements.

MDC’s agencies have written contracts with many of their clients. As is customary in the industry, these contracts generally provide for termination by either party on relatively short notice, usually 90 days. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Executive Overview” for a further discussion of MDC’s arrangements with its clients.

During 2015, 2014 and 2013, the Company did not have a client that accounted for 5% or more of revenues. In addition, MDC’s ten largest clients (measured by revenue generated) accounted for 24%, 24% and 27% of 2015, 2014 and 2013 revenues, respectively.

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Employees

As of December 31,2015, MDC and its subsidiaries had the following number of employees:

Segment	Total
Advertising and Communications Segment	5,598
Corporate Group	92
Total	5,690

See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for a discussion of the effect of cost of services sold on MDC’s historical results of operations. Because of the personal service character of the marketing communications businesses, the quality of personnel is of crucial importance to MDC’s continuing success. MDC considers its relations with its employees to be satisfactory.

Effect of Environmental Laws

MDC believes it is substantially in compliance with all regulations concerning the discharge of materials into the environment, and such regulations have not had a material effect on the capital expenditures or operations of MDC.

Item 1A. Risk Factors

The following factors could adversely affect the Company’s revenues, results of operations or financial condition. See also “Forward-Looking Statements.”

The Company is the subject of an ongoing SEC investigation, which could divert management’s attention and result in substantial investigation expenses, monetary fines and other possible remedies.

On October 5, 2014, the Company received a subpoena from the SEC. In a letter accompanying the subpoena, the SEC stated that it is conducting an investigation of the Company. See “Item 3 - Legal Proceedings” for more information about the subpoena and related matters. The SEC's subpoena requested the production of documents and communications that, among other things, relate to: (i) reimbursement of expenses on behalf of the Company’s then-current CEO, Miles Nadal; (ii) the Company’s goodwill and related accounting practices; and (iii) information relating to trading in the Company’s securities by third parties. The investigation is ongoing and the Company is fully cooperating with the SEC.

In connection with this production of documents, the Company formed a Special Committee of independent directors to review, among other things, certain matters relating to the reimbursement of expenses incurred by Mr. Nadal. The Special Committee conducted an extensive review of perquisites and payments made by the Company on behalf of Mr. Nadal during the period 2009 through 2014. These payments included medical expenses, travel and commutation expenses, charitable donations and other expenses which lacked appropriate substantiation, over a six (6) year period. On July 20, 2015, Mr. Nadal resigned from his position as CEO and from his position as a member and Chairman of the Board of Directors. In connection with his resignation, through December 31, 2015, Mr. Nadal paid the Company for the expenses for which the Company sought reimbursement, in an aggregate amount equal to $11,285,000. In addition, Mr. Nadal agreed to repay the Company $10,581,605 in connection with amounts required to be repaid pursuant to prior cash bonus awards.

While the Company believes that these repayments and additional remedial actions implemented are an appropriate response to the findings identified by the Special Committee to date, the ultimate outcome of the SEC’s investigation and amount of resources needed to resolve regulatory actions and requests is unpredictable and may remain unknown for a long period of time. The SEC may choose to expand the scope of its investigation or initiate an enforcement action to bring charges against the Company or one or more members of the Company’s former management. In addition, the SEC may seek to impose substantial monetary sanctions. Our exposure under these matters will also include our indemnification obligations to current and former officers and directors against losses incurred in connection with these matters, including reimbursement of legal fees.

Although we maintain insurance for claims and lawsuits of this nature, our insurance coverage does not apply in all circumstances and may be denied or insufficient to cover the costs related to the SEC investigation and the fees and potential damages and/or settlement costs relating to the recently filed class action lawsuits. Moreover, adverse publicity associated with regulatory actions and investigations could decrease client demand for our partner agencies' services. As a result, the SEC investigation and the recently filed securities class action lawsuits described in more detail under “Item 3 - Legal Proceedings,” could have a material adverse effect on our business, reputation, financial condition, results of operations, liquidity and the trading price of our Class A shares.

5

Future economic and financial conditions could adversely impact our financial condition and results.

Economic and financial conditions deteriorated sharply in the latter part of 2008, and these deteriorating conditions continued in 2009 and 2010. In 2011 through 2015, the United States experienced modest economic growth, but the pace of the global economic recovery has recently become more uncertain and a future economic downturn could renew reductions in client spending levels and adversely affect our results of operations and financial position in 2016.

a. As a marketing services company, our revenues are highly susceptible to declines as a result of unfavorable economic conditions.

Global economic conditions affect the advertising and marketing services industry more severely than other industries. In the past, some clients have responded to weakening economic conditions with reductions to their marketing budgets, which include discretionary components that are easier to reduce in the short term than other operating expenses. This pattern may recur in the future. Decreases in our revenue would negatively affect our financial results, including a reduction of our estimates of free cash flow from operations.

b. If our clients experience financial distress, their weakened financial position could negatively affect our own financial position and results.

We have a diverse client base, and at any given time, one or more of our clients may experience financial difficulty, file for bankruptcy protection or go out of business. The unfavorable economic and financial conditions that have impacted many sectors of the global economy could result in an increase in client financial difficulties that affect us. The direct impact on us could include reduced revenues and write offs of accounts receivable. If these effects were severe, the indirect impact could include impairments of goodwill, covenant violations relating to MDC's senior secured revolving credit agreement (the “Credit Agreement”) or the $735 million aggregate principal amount of 6.75% notes due 2020 (the “6.75% Notes”), or reduced liquidity. Our ten largest clients (measured by revenue generated) accounted for 24% of our revenue in 2015.

c. Conditions in the credit markets could adversely impact our results of operations and financial position.

Turmoil in the credit markets or a contraction in the availability of credit would make it more difficult for businesses to meet their capital requirements and could lead clients to change their financial relationship with their vendors, including us. If that were to occur, it could materially adversely impact our results of operations and financial position.

MDC competes for clients in highly competitive industries.

The Company operates in a highly competitive environment in an industry characterized by numerous firms of varying sizes, with no single firm or group of firms having a dominant position in the marketplace. MDC is, however, smaller than several of its larger industry competitors. Competitive factors include creative reputation, management, personal relationships, quality and reliability of service and expertise in particular niche areas of the marketplace. In addition, because a firm’s principal asset is its people, barriers to entry are minimal, and relatively small firms are, on occasion, able to take all or some portion of a client’s business from a larger competitor.

While many of MDC’s client relationships are long-standing, companies put their advertising and marketing services businesses up for competitive review from time to time, including at times when clients enter into strategic transactions or experienced senior management changes. From year to year, the identities of MDC’s ten largest customers may change, as a result of client losses and additions and other factors. To the extent that the Company fails to maintain existing clients or attract new clients, MDC’s business, financial condition and operating results may be affected in a materially adverse manner.

The loss of lines of credit under the Credit Agreement could adversely affect MDC’s liquidity and our ability to implement MDC’s acquisition strategy and fund any put options if exercised.

MDC uses amounts available under the Credit Agreement, together with cash flow from operations, to fund its working capital needs, to fund the exercise of put option obligations and to fund our strategy of making selective acquisitions of ownership interests in entities in the marketing communications services industry, including through contingent deferred acquisition payments.

The Company is currently in compliance with all of the terms and conditions of the Credit Agreement. If, however, events were to occur, which result in MDC losing all or a substantial portion of its available credit under the Credit Agreement, or if MDC was prevented from accessing such lines of credit due to other restrictions such as those in the indenture governing the 6.75% Notes, MDC could be required to seek other sources of liquidity. In addition, if MDC were unable to replace this source of liquidity, then MDC’s ability to fund its working capital needs and any contingent obligations with respect to put options or contingent deferred acquisition payments would be materially adversely affected.

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We have significant contingent obligations related to deferred acquisition consideration and minority interests in our subsidiaries, which will require us to utilize our cash flow and/or to incur additional debt to satisfy.

The Company has made a number of acquisitions for which it has deferred payment of a portion of the purchase price, usually for a period between one to five years after the acquisition. The deferred acquisition consideration is generally payable based on achievement of certain thresholds of future earnings of the acquired company and, in certain cases, also based on the rate of growth of those earnings. Once any contingency is resolved, the Company may pay the contingent consideration over time.

The Company records liabilities on its balance sheet for deferred acquisition payments at their estimated value based on the current performance of the business, which are re-measured each quarter. At December 31,2015, these aggregate liabilities were $347.1 million, of which $130.4 million, $104.9 million, $39.0 million and $72.8 million would be payable in 2016, 2017, 2018 and thereafter, respectively.

In addition to the Company’s obligations for deferred acquisition consideration, managers of certain of the Company’s acquired subsidiaries hold minority interests in such subsidiaries. In the case of certain minority interests related to acquisitions, such managers are entitled to a proportionate distribution of earnings from the relevant subsidiary, which is recognized on the Company’s consolidated income statement under “Net income attributable to the noncontrolling interests.”

Minority shareholders often have the right to require the Company to purchase all or part of its interest, either at specified dates or upon the termination of such shareholder’s employment with the subsidiary or death (put rights). In addition, the Company usually has rights to call minority shareholders' interests at a specified date. The purchase price for both puts and calls is typically calculated based on specified formulas tied to the financial performance of the subsidiary.

The Company recorded $69.5 million on its December 31,2015 balance sheet as Redeemable Noncontrolling Interests for its estimated obligations in respect of minority shareholder put and call rights based on the current performance of the subsidiaries, $18.0 million of which related to put rights for which, if exercised, the payments are due at specified dates, with the remainder of Redeemable Noncontrolling Interests attributable to put or call rights exercisable only upon termination of employment or death. No estimated obligation is recorded on the balance sheet for minority interests for which the Company has a call right but the minority holder has no put right.

Payments to be made by the Company in respect of deferred acquisition consideration and minority shareholder put rights may be significantly higher than the estimated amounts described above because the actual obligation adjusts based on the performance of the acquired businesses over time, including future growth in earnings from the calculations made at December 31,2015. Similarly, the payments made by the Company under call rights would increase with growth in earnings of the acquired businesses. The Company expects that deferred contingent consideration and minority share interests for managers may be features of future acquisitions that it may undertake and that it may also grant similar minority share interests to managers of its subsidiaries unrelated to acquisitions.

The Company expects that its obligations in respect of deferred acquisition consideration and payments to minority shareholders under put and call rights will be a significant use of the Company’s liquidity in the foreseeable future, whether in the form of free cash flow or borrowings under the Company’s revolving credit agreement or from other funding sources. For further information, see the disclosure under the heading “Business — Ownership Information” and the heading “Liquidity and Capital Resources”.

MDC may not realize the benefits it expects from past acquisitions or acquisitions MDC may make in the future.

MDC’s business strategy includes ongoing efforts to engage in material acquisitions of ownership interests in entities in the marketing communications services industry. MDC intends to finance these acquisitions by using available cash from operations and through incurrence of debt or bridge financing, either of which may increase its leverage ratios, or by issuing equity, which may have a dilutive impact on its existing shareholders. At any given time MDC may be engaged in a number of discussions that may result in one or more material acquisitions. These opportunities require confidentiality and may involve negotiations that require quick responses by MDC. 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 its securities.

Our expenses have, in recent periods, increased at a greater rate than revenues, which in part reflects both the increase in expenses for deferred acquisition consideration and from our investment in headcount for certain growth initiatives. Should our acquisitions continue to outperform current expectations, expenses for deferred acquisition consideration could increase as well in future periods. If our growth initiatives do not provide sufficient revenue to offset the incremental costs in future periods, profits could be reduced and severance expense could be incurred in order to return to targeted profit margins over time.

The success of acquisitions or strategic investments depends on the effective integration of newly acquired businesses into MDC’s current operations. Such integration is subject to risks and uncertainties, including realization of anticipated synergies and cost savings, the ability to retain and attract personnel and clients, the diversion of management’s attention from other business

7

concerns, and undisclosed or potential legal liabilities of the acquired company. MDC may not realize the strategic and financial benefits that it expects from any of its past acquisitions, or any future acquisitions.

MDC’s business could be adversely affected if it loses key clients or executives.

MDC’s strategy has been to acquire ownership stakes in diverse marketing communications businesses to minimize the effects that might arise from the loss of any one client or executive. The loss of one or more clients could materially affect the results of the individual Partner Firms and the Company as a whole. Management succession at our operating units is very important to the ongoing results of the Company because, as in any service business, the success of a particular agency is dependent upon the leadership of key executives and management personnel. If key executives were to leave our operating units, the relationships that MDC has with its clients could be adversely affected.

MDC’s ability to generate new business from new and existing clients may be limited.

To increase its revenues, MDC needs to obtain additional clients or generate demand for additional services from existing clients. MDC’s ability to generate initial demand for its services from new clients and additional demand from existing clients is subject to such clients’ and potential clients’ requirements, pre-existing vendor relationships, financial conditions, strategic plans and internal resources, as well as the quality of MDC’s employees, services and reputation and the breadth of its services. To the extent MDC cannot generate new business from new and existing clients due to these limitations, MDC’s ability to grow its business and to increase its revenues will be limited.

MDC’s business could be adversely affected if it loses or fails to attract key employees.

Employees, including creative, research, media, account and practice group specialists, and their skills and relationships with clients, are among MDC’s most important assets. An important aspect of MDC’s competitiveness is its ability to retain key employee and management personnel. Compensation for these key employees is an essential factor in attracting and retaining them, and MDC may not offer a level of compensation sufficient to attract and retain these key employees. If MDC fails to hire and retain a sufficient number of these key employees, it may not be able to compete effectively. If key executives were to leave our operating units, the relationships that MDC has with its clients could be adversely affected.

MDC is exposed to the risk of client defaults.

MDC’s agencies often incur expenses on behalf of their clients for productions in order to secure a variety of media time and space, in exchange for which they receive a fee. The difference between the gross cost of the production and media and the net revenue earned by us can be significant. While MDC takes precautions against default on payment for these services (such as credit analysis and advance billing of clients) and has historically had a very low incidence of default, MDC is still exposed to the risk of significant uncollectible receivables from our clients. The risk of a material loss could significantly increase in periods of severe economic downturn. Such a loss could have a material adverse effect on our results of operations and financial position.

MDC’s results of operations are subject to currency fluctuation risks.

Although MDC’s financial results are reported in US Dollars, a portion of its revenues and operating costs are denominated in currencies other than the US Dollar. As a result, fluctuations in the exchange rate between the US Dollar and other currencies, particularly the Canadian Dollar, may affect MDC’s financial results and competitive position.

Goodwill and intangible assets may become impaired.

We have recorded a significant amount of goodwill and intangible assets in our consolidated financial statements in accordance with US GAAP resulting from our acquisition activities, which principally represents the specialized know-how of the workforce at the agencies we have acquired. We test, at least annually, the carrying value of goodwill for impairment, as discussed in Note 2 of the Notes to the Consolidated Financial Statements included herein. The estimates and assumptions about future results of operations and cash flows made in connection with the impairment testing could differ from future actual results of operations and cash flows. While we have concluded, for each year presented in our financial statements, that our goodwill and intangible assets relating to continuing operations is not impaired, future events could cause us to conclude that the asset values associated with a given operation may become impaired. Any resulting impairment loss could materially adversely affect our results of operations and financial condition. For the year ended December 31, 2014, a goodwill write off of $15.6 million was included in the loss from discontinued operations as a result of MDC's decision to strategically sell the net assets of Accent Marketing Services, L.L.C. (“Accent”).

MDC is subject to regulations and litigation risk that could restrict our activities or negatively impact our revenues.

Advertising and marketing communications businesses are subject to government regulation, both domestic and foreign. There has been an increasing tendency in the United States on the part of advertisers to resort to litigation and self-regulatory bodies to challenge comparative advertising on the grounds that the advertising is false and deceptive. Moreover, there has recently been an expansion of specific rules, prohibitions, media restrictions, labeling disclosures, and warning requirements with respect to advertising for certain products and the usage of personally identifiable information. Representatives within government bodies,

8

both domestic and foreign, continue to initiate proposals to ban the advertising of specific products and to impose taxes on or deny deductions for advertising which, if successful, may have an adverse effect on advertising expenditures and consequently MDC’s revenues.

Certain of MDC’s agencies produce software and e-commerce tools for their clients, and these product offerings have become increasingly subject to litigation based on allegations of patent infringement or other violations of intellectual property rights. As we expand these product offerings, the possibility of an intellectual property claim against us grows. Any such claim, with or without merit, could result in costly litigation and distract management from day-to-day operations and may result in us deciding to enter into license agreements to avoid ongoing patent litigation costs. If we are not successful in defending such claims, we could be required to stop offering these services, pay monetary amounts as damages, enter into royalty or licensing arrangements, or satisfy indemnification obligations that we have with some of our clients. Such arrangements may cause our operating margins to decline.

In addition, laws and regulations related to user privacy, use of personal information and internet tracking technologies have been proposed or enacted in the United States and certain international markets. These laws and regulations could affect the acceptance of the internet as an advertising medium. These actions could affect our business and reduce demand for certain of our services, which could have a material adverse effect on our results of operations and financial position.

We rely extensively on information technology systems.

We rely on information technologies and infrastructure to manage our business, including digital storage of client marketing and advertising information, developing new business opportunities and processing business transactions. Our information technology systems are potentially vulnerable to system failures and network disruptions, malicious intrusion and random attack. While we have taken what we believe are prudent measures to protect our data and information technology systems, we cannot assure you that our efforts will prevent system failures or network disruptions or breaches in our systems.  Any such breakdowns or breaches in our systems or data-protection policies could adversely affect our reputation or business.   

The indenture governing the 6.75% Notes and the Credit Agreement governing our secured line of credit contain various covenants that limit our discretion in the operation of our business.

The indenture governing the 6.75% Notes and the Credit Agreement governing our lines of credit contain various provisions that limit our discretion in the operation of our business by restricting our ability to:

• sell assets;

• pay dividends and make other distributions;

• redeem or repurchase our capital stock;

• incur additional debt and issue capital stock;

• create liens;

• consolidate, merge or sell substantially all of our assets;

• enter into certain transactions with our affiliates;

• make loans, investments or advances;

• repay subordinated indebtedness;

• undergo a change in control;

• enter into certain transactions with our affiliates;

• engage in new lines of business; and

• enter into sale and leaseback transactions.

These restrictions on our ability to operate our business in our discretion could seriously harm our business by, among other things, limiting our ability to take advantage of financing, mergers and acquisitions and other corporate opportunities. The Credit Agreement is subject to various additional covenants, including a senior leverage ratio, a total leverage ratio, a fixed charge coverage ratio, and a minimum EBITDA level (as defined). Events beyond our control could affect our ability to meet these financial tests, and we cannot assure you that they will be met.

Our substantial indebtedness could adversely affect our cash flow and prevent us from fulfilling our obligations, including the 6.75% Notes.

As of December 31,2015, MDC had $741.5 million, inclusive of original issue premium, of indebtedness. In addition, we expect to make additional drawings under the Credit Agreement from time to time. Our ability to pay principal and interest on our

9

indebtedness is dependent on the generation of cash flow by our subsidiaries. Our subsidiaries’ business may not generate sufficient cash flow from operations to meet MDC’s debt service and other obligations. If we are unable to meet our expenses and debt service obligations, we may need to obtain additional debt, refinance all or a portion of our indebtedness on or before maturity, sell assets or raise equity. We may not be able to obtain additional debt, refinance any of our indebtedness, sell assets or raise equity on commercially reasonable terms or at all, which could cause us to default on our obligations and impair our liquidity. Our inability to generate sufficient cash flow to satisfy our debt obligations, to obtain additional debt or to refinance our obligations on commercially reasonable terms would have a material adverse effect on our business, financial condition and results of operations.

If we cannot make scheduled payments on our debt, we will be in default and, as a result, our debt holders could declare all outstanding principal and interest to be due and payable; the lenders under the Credit Agreement could terminate their commitments to loan us money and foreclose against the assets securing our borrowings; and we could be forced into bankruptcy or liquidation. Our level of indebtedness could have important consequences. For example it could:

• make it more difficult for us to satisfy our obligations with respect to the 6.75% Notes;

• make it difficult for us to meet our obligations with respect to our contingent deferred acquisition payments;

• limit our ability to increase our ownership stake in our Partner Firms;

• increase our vulnerability to general adverse economic and industry conditions;

• require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital and other activities;

• limit our flexibility in planning for, or reacting to, changes in our business and the advertising industry, which may place us at a competitive disadvantage compared to our competitors that have less debt; and

• limit, particularly in concert with the financial and other restrictive covenants in our indebtedness, our ability to borrow additional funds or take other actions.

Despite our current debt levels, we may be able to incur substantially more indebtedness, which could further increase the risks associated with our leverage.

We may incur substantial additional indebtedness in the future. The terms of our Credit Agreement and the indenture governing the 6.75% Notes permit us and our subsidiaries to incur additional indebtedness subject to certain limitations. If we or our subsidiaries incur additional indebtedness, the related risks that we face could increase.

We are a holding company dependent on our subsidiaries for our ability to service our debt and pay dividends.

MDC is a holding company with no operations of our own. Consequently, our ability to service our debt and to pay cash dividends on our common stock is dependent upon the earnings from the businesses conducted by our subsidiaries. Our subsidiaries are separate and distinct legal entities and have no obligation to provide us with funds for our payment obligations, whether by dividends, distributions, loans or other payments. Although our operating subsidiaries have generally agreed to allow us to consolidate and “sweep” cash, subject to the timing of payments due to minority holders, any distribution of earnings to us from our subsidiaries is contingent upon the subsidiaries’ earnings and various other business considerations. Also, our right to receive any assets of any of our subsidiaries upon their liquidation or reorganization, and therefore the right of the holders of common stock to participate in those assets, will be structurally subordinated to the claims of that subsidiary’s creditors. In addition, even if we were a creditor of any of our subsidiaries, our rights as a creditor would be subordinate to any security interest in the assets of our subsidiaries and any indebtedness of our subsidiaries senior to that held by us.

We could change or suspend our existing dividend practice in the future.

The declaration and payment of dividends on our common stock is at the discretion of MDC’s board of directors and will depend upon limitations contained in our Credit Agreement and the indenture governing the 6.75% Notes, future earnings, capital requirements, our general financial condition and general business conditions. MDC’s practice is to pay dividends only out of excess free cash flow from operations, and in the event that worsening economic conditions, disruptions in the credit markets or other factors have a significant effect on our liquidity, MDC’s board of directors could decide to reduce or suspend dividend payments in the future.

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

See the notes to the Company’s consolidated financial statements included in this Annual Report for a discussion of the Company’s lease commitments and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for the impact of occupancy costs on the Company’s operating expenses.

The Company maintains office space in many cities in the United States, Canada, Europe, Asia and South America. This space is primarily used for office and administrative purposes by the Company’s employees in performing professional services. This office space is in suitable and well-maintained condition for MDC’s current operations. All of the Company’s materially important office space is leased from third parties with varying expiration dates. Certain of these leases are subject to rent reviews or contain various escalation clauses and certain of our leases require our payment of various operating expenses, which may also be subject to escalation. In addition, leases related to the Company’s non-US businesses are denominated in currencies other than US Dollars and are therefore subject to changes in foreign exchange rates.

Item 3. Legal Proceedings

SEC Investigation

The Company’s operating entities are involved in legal proceedings of various types. While any litigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on its financial condition or results of operations, except as set forth below and under “Item 1A - Risk Factors” of this Annual Report in connection with the SEC investigation and related litigation.

MDC Partners is committed to the highest standards of corporate governance and transparency in its reporting practices. Since October 5, 2014, the Company has been actively cooperating with the production of documents in response to a subpoena it received from the SEC. In a letter accompanying the subpoena, the SEC stated that it is conducting an investigation of the Company. The SEC's subpoena requests the production of documents and communications that, among other things, relate to: (i) reimbursement of expenses on behalf of the Company’s then-current CEO, Miles Nadal; (ii) the Company’s goodwill and related accounting practices; and (iii) information relating to trading in the Company’s securities by third parties. The investigation is ongoing and the Company is fully cooperating with the SEC.

In 2014, the Company formed a Special Committee of independent directors to review, among other things, certain matters relating to the reimbursement of expenses incurred by Mr. Nadal. The Special Committee is being advised by Bruch Hanna LLP, as special independent advisor, and by Simpson Thacher & Bartlett LLP, as legal counsel. The Special Committee, through its counsel, conducted an extensive review of perquisites and payments made by the Company on behalf of Mr. Nadal during the period 2009 through 2014. These payments included medical expenses, travel and commutation expenses, charitable donations and other expenses that lacked appropriate substantiation, over a six (6) year period. Following this review, through December 31, 2015, Mr. Nadal paid the Company for the expenses for which the Company sought reimbursement, in an aggregate amount of $11,285,000.

On July 20, 2015, Mr. Nadal resigned from his position as CEO and from his position as a member and Chairman of the Board of Directors. Mr. Nadal further agreed to repay the Company $10,581,605 in connection with repayment obligations pursuant to prior cash bonus awards. Through December 31, 2015, Mr. Nadal has paid $2.5 million of this amount, and is obligated to repay the remaining balance in three installments, with the last to be paid on December 31, 2017. Michael Sabatino, the Company’s former Chief Accounting Officer, also resigned, effective on July 20, 2015, and repaid $208,535 to the Company pursuant to prior cash bonus awards.

The Company has also continued to cooperate fully with the SEC in connection with its ongoing review of historical goodwill and related accounting matters.  Specifically, the Company engaged an independent accounting firm to review and assess the Company’s historical goodwill accounting.  The Company believes that its historical goodwill impairment and related accounting analysis is appropriate and has been applied in accordance with US GAAP in all material respects.

Class Action Litigation

On July 31, 2015, North Collier Fire Control and Rescue District Firefighter Pension Plan (“North Collier”) filed a putative class action suit in the Southern District of New York, naming as defendants the Company, CFO David Doft, Mr. Nadal, and Mr. Sabatino.  On December 11, 2015, North Collier and co-lead plaintiff  Plymouth County Retirement Association filed an amended complaint, adding two additional defendants, Mr. Gendel and Senator Kirby.  The plaintiff alleges in the amended complaint violations of § 10(b), Rule 10b-5, and § 20 of the Securities Exchange Act of 1934, based on allegedly materially false and misleading statements in the Company’s SEC filings and other public statements regarding the Company's financial disclosures, executive compensation, goodwill accounting, and internal controls. The Company intends to vigorously defend this suit.

On August 7, 2015, Roberto Paniccia issued a Statement of Claim in the Ontario Superior Court of Justice in the City of Brantford, Ontario seeking to certify a class action suit naming as Defendants the Company, former CEO Miles S. Nadal, former

11

CAO Michael C. Sabatino, CFO David Doft and BDO USA, LLP. The Plaintiff alleges violations of section 138.1 of the Ontario Securities Act (and equivalent legislation in other Canadian provinces and territories) as well as common law misrepresentation based on allegedly materially false and misleading statements in the Company’s public statements, as well as omitting to disclose material facts with respect to an SEC investigation. The Company also intends to vigorously defend this suit as well.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Information and Holders of Class A Subordinate Voting Shares

The principal market on which the Company’s Class A subordinate voting shares are traded is the NASDAQ National Market (“NASDAQ”) (symbol: “MDCA”). As of February 19, 2016, the approximate number of registered holders of our Class A subordinate voting shares, including those whose shares are held in nominee name, was 800. Quarterly high and low sales prices per share of the Company’s Class A subordinate voting shares, as reported on NASDAQ, for each quarter in the years ended December 31,2015 and 2014, were as follows:

NASDAQ

Quarter Ended	High	Low
	($ per Share)
March 31, 2014	26.62	20.55
June 30, 2014	25.48	19.31
September 30, 2014	22.71	18.54
December 31, 2014	23.45	17.99
March 31, 2015	28.65	21.20
June 30, 2015	28.64	18.00
September 30, 2015	20.99	16.15
December 31, 2015	22.55	18.25

As of February 19, 2016, the last reported sale price of the Class A subordinate voting shares was $19.81 on NASDAQ. Effective November 11, 2015, the Company voluntarily delisted its shares from the Toronto Stock Exchange (“TSX”). The Company determined that the relatively low trading volume of its shares on the TSX did not justify the financial and administrative costs associated with a dual listing.

Dividend Practice

In 2015, MDC’s board of directors declared the following dividends: a $0.21 per share quarterly dividend to all shareholders of record as of the close of business on March 5, 2015; a $0.21 per share quarterly dividend to all shareholders of record as of the close of business on May 8, 2015; a $0.21 per share quarterly dividend to all shareholders of record as of the close of business on August 18, 2015; and a $0.21 per share quarterly dividend to all shareholders of record as of the close of business on November 11, 2015.

In 2014, MDC’s board of directors declared the following dividends: a $0.18 per share quarterly dividend to all shareholders of record as of the close of business on March 4, 2014; a $0.18 per share quarterly dividend to all shareholders of record as of the close of business on May 5, 2014; a $0.19 per share quarterly dividend to all shareholders of record as of the close of business on August 5, 2014; and a $0.19 per share quarterly dividend to all shareholders of record as of the close of business on November 10, 2014.

MDC’s practice is to pay dividends only out of excess free cash flow from operations. MDC is further limited in the extent to which we are able to pay dividends under our Credit Agreement and the indenture governing the 6.75% Notes. The payment of any future dividends will be at the discretion of MDC’s board of directors and will depend upon limitations contained in our Credit Agreement and the indenture governing the 6.75% Notes, future earnings, capital requirements, our general financial condition and general business conditions.

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Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth information regarding securities issued under our equity compensation plans as of December 31,2015:

	Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted Average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance [Excluding Column (a)]
	(a)	(b)		(c)
Equity compensation plans approved by stockholders	75,000	$	5.28	1,123,772
Equity compensation plans not approved by stockholders	—	—		—
Total	75,000	5.28		1,123,772

On May 26, 2005, the Company’s shareholders approved the 2005 Stock Incentive Plan, which provides for the issuance of 3.0 million Class A shares. On June 2, 2009 and June 1, 2007, the Company’s shareholders approved amendments to the 2005 Stock Incentive Plan, which increased the number of shares available for issuance to 6.75 million Class A shares. In addition, the plan was amended to allow shares under this plan to be used to satisfy share obligations under the Stock Appreciation Rights Plan (the “SARS Plan”). On May 30, 2008, the Company’s shareholders approved the 2008 Key Partner Incentive Plan, which provides for the issuance of 900,000 Class A shares. On June 1, 2011, the Company’s shareholders approved the 2011 Stock Incentive Plan, which provides for the issuance of up to 3.0 million Class A shares. In June 2013, the Company's shareholders approved an amendment to the SARS Plan to permit the Company to issue shares authorized under the SARS Plan to satisfy the grant and vesting of awards under the 2011 Stock Incentive Plan.

See also Note 12 of the Notes to the Consolidated Financial Statements included herein.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

None.

Purchase of Equity Securities by the Issuer and Affiliated Purchasers

For the twelve months ended December 31, 2015, the Company made no open market purchases of its Class A shares or its Class B shares. Pursuant to its Credit Agreement and the indenture governing the 6.75% Notes, the Company is currently limited from repurchasing its shares in the open market.

During 2015, the Company’s employees surrendered 96,777 Class A shares valued at approximately $2.4 million in connection with the required tax withholding resulting from the vesting of restricted stock. The Company paid these withholding taxes on behalf of the related employees. These Class A shares were subsequently retired and no longer remain outstanding as of December 31, 2015.

Transfer Agent and Registrar for Common Stock

The transfer agent and registrar for the Company’s common stock is Canadian Stock Transfer Trust Company (f/k/a CIBC Mellon Trust Company). Canadian Stock Transfer Trust Company operates a telephone information inquiry line that can be reached by dialing toll-free 1-800-387-0825 or 416-643-5500.

Correspondence may be addressed to:

MDC Partners Inc.

C/o Canadian Stock Transfer Trust Company

P.O. Box 4202, Postal Station A

Toronto, Ontario M5W 0E4

Item 6. Selected Financial Data

The following selected financial data should be read in connection with Item 7 — “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes that are included in this Annual Report on Form 10-K.

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	Years Ended December 31,
	2015			2014			2013			2012			2011
	(Dollars in Thousands, Except per Share Data)
Operating Data
Revenues	$	1,326,256		$	1,223,512		$	1,062,478		$	972,973		$	853,240
Operating profit (loss)	$	72,110		$	87,749		$	(34,594	)	$	(17,969	)	$	10,287
Income (loss) from continuing operations	$	(22,022	)	$	4,093		$	(133,202	)	$	(73,448	)	$	(73,886	)
Stock-based compensation included in income (loss) from continuing operations	$	17,796		$	17,696		$	100,405		$	32,197		$	23,657
Loss per Share
Basic
Continuing operations attributable to MDC Partners Inc. common shareholders	$	(0.62	)	$	(0.06	)	$	(2.96	)	$	(1.74	)	$	(1.88	)
Diluted
Continuing operations attributable to MDC Partners Inc. common shareholders	$	(0.62	)	$	(0.06	)	$	(2.96	)	$	(1.74	)	$	(1.88	)
Cash dividends declared per share	$	0.84		$	0.74		$	0.46		$	0.38		$	0.45
Financial Position Data
Total assets	$	1,590,250		$	1,648,890		$	1,425,227		$	1,344,945		$	1,055,745
Total debt	$	741,508		$	743,127		$	665,128		$	431,703		$	385,174
Redeemable noncontrolling interests	$	69,471		$	194,951		$	148,534		$	117,953		$	107,432
Deferred acquisition consideration	$	347,104		$	205,368		$	153,913		$	196,446		$	137,223
Fixed charge coverage ratio	N/A			1.23			N/A			N/A			N/A
Fixed charge deficiency	$	16,764		N/A			$	134,754		$	63,240		$	27,780

A number of factors that should be considered when comparing the annual results shown above are as follows:

Year Ended December 31, 2015

During 2015, the Company completed two acquisitions and a number of transactions with majority owned subsidiaries. Please see Note 4 of the Notes to the Consolidated Financial Statements included herein for a summary of these acquisitions.

In May 2015, the Company completed its previously announced sale of the net assets of Accent. For further information, please see Note 10 of the Notes to the Consolidated Financial Statements included herein.

Year Ended December 31, 2014

During 2014, the Company completed a number of acquisitions and a number of transactions with majority owned subsidiaries. Please see Note 4 of the Notes to the Consolidated Financial Statements included herein for a summary of these acquisitions.

On April 2, 2014, the Company issued an additional $75 million aggregate principal amount of its 6.75% Notes. The additional notes were issued under the indenture governing the 6.75% Notes and treated as a single series with the original 6.75% Notes. We received net proceeds from the offering of approximately $77.5 million, and we used the proceeds for general corporate purposes, including the funding of deferred acquisition consideration, working capital, acquisitions, and the repayment of the amount outstanding under our senior secured revolving credit agreement.

During the quarter ended December 31, 2014, the Company made the decision to strategically sell the net assets of Accent. All periods reflect these discontinued operations. For further information, please see Note 10 of the Notes to the Consolidated Financial Statements included herein.

Year Ended December 31, 2013

During 2013, the Company completed an acquisition and a number of transactions with majority owned subsidiaries. Please see Note 4 of the Notes to the Consolidated Financial Statements included herein for a summary of these acquisitions.

15

On March 20, 2013, the Company issued and sold $550 million aggregate principal amount of the 6.75% Notes. The 6.75% Notes are guaranteed on a senior unsecured basis by all of MDC’s existing and future restricted subsidiaries that guarantee, or are co-borrowers under or grant liens to secure the Credit Agreement. The 6.75% Notes bear interest at a rate of 6.75% per annum, accruing from March 20, 2013. Interest is payable semiannually in arrears in cash on May 1 and November 1 of each year, beginning on October 1, 2013. The 6.75% Notes will mature on April 1, 2020, unless earlier redeemed or repurchased. The 6.75% Notes were sold in a private placement in reliance on exceptions from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Company received net proceeds from the offering of the 6.75% Notes equal to approximately $537.6 million. The Company used the net proceeds to redeem all of its existing 11% Notes, together with accrued interest, related premiums, fees and expenses and recorded a charge for loss on redemption of notes of $55.6 million, including write offs of unamortized original issue premium and debt issuance costs. Remaining proceeds were used for general corporate purposes. In addition, the Company entered into an amended and restated $225 million senior secured revolving credit agreement due 2018.

In November 2013, stock-based compensation included a charge of $78.0 million relating to the cash settlement of the outstanding Stock Appreciation Rights (“SAR’s”).

On November 15, 2013, the Company issued an additional $110 million aggregate principal amount of the 6.75% Notes. The additional notes were issued under the indenture governing the 6.75% Notes and treated as a single series with the original 6.75% Notes.

During 2013, the Company discontinued two subsidiaries and an operating division. All periods reflect these discontinued operations. For further information, please see Note 10 of the Notes to the Consolidated Financial Statements included herein.

Year Ended December 31, 2012

During 2012, the Company completed a number of acquisitions.

On December 10, 2012, the Company and its wholly-owned subsidiaries, as guarantors, issued and sold an additional $80 million aggregate principal amount of 11% Notes due 2016 (the “11% Notes”). The additional notes were issued under the indenture governing the 11% Notes and treated as a single series with the original 11% Notes. The additional notes were sold in a private placement in reliance on exceptions from registration under the Securities Act. The Company received net proceeds before expenses of $83.2 million, which included an original issue premium of $4.8 million, and underwriter fees of $1.6 million. The Company used the net proceeds of the offering to repay the outstanding balance under the Company’s revolving credit agreement described elsewhere herein, and for general corporate purposes.

During 2012, the Company discontinued a subsidiary and certain operating divisions. All periods reflect these discontinued operations. For further information, please see Note 10 of the Notes to the Consolidated Financial Statements included herein.

Year Ended December 31, 2011

During 2011, the Company completed a number of acquisitions.

On April 19, 2011, the Company and its wholly-owned subsidiaries, as guarantors, issued and sold an additional $55 million aggregate principal amount of the 11% Notes. The additional notes were issued under the indenture governing the 11% Notes and treated as a single series with the original 11% Notes. The additional notes were sold in a private placement in reliance on exceptions from registration under the Securities Act. The Company received net proceeds before expenses of $59.6 million, which included an original issue premium of $6.1 million, and underwriter fees of $1.5 million. The Company used the net proceeds of the offering to repay the outstanding balance under the Company’s revolving credit agreement described elsewhere herein, and for general corporate purposes.

Effective December 31, 2011, the Company discontinued an operating division. All periods reflect this discontinued operation. For further information, please see Note 10 of the Notes to the Consolidated Financial Statements included herein.

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless otherwise indicated, references to a “fiscal year” means the Company’s year commencing on January 1 of that year and ending December 31 of that year (e.g., fiscal year 2015 means the period beginning January 1, 2015, and ending December 31, 2015).

The Company reports its financial results in accordance with generally accepted accounting principles of the United States of America (“US GAAP”). However, the Company has included certain non-US GAAP financial measures and ratios, which it believes provide useful information to both management and readers of this report in measuring the financial performance and financial condition of the Company. One such term is “organic revenue,” which means growth in revenues from sources other than acquisitions or foreign exchange impacts. These measures do not have a standardized meaning prescribed by US GAAP and, therefore, may not be comparable to similarly titled measures presented by other publicly traded companies, nor should they be construed as an alternative to other titled measures determined in accordance with US GAAP.

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Amounts reported in millions herein are computed based on the amounts in thousands. As a result, the sum of the components, and related calculations, reported in millions may not equal the total amounts due to rounding.

Executive Summary

The Company’s objective is to create shareholder value by building, growing and acquiring market-leading Partner Firms that deliver innovative, value-added marketing, activation, communications and strategic consulting to their clients. Management believes that shareholder value is maximized with an operating philosophy of “Perpetual Partnership” with proven committed industry leaders in marketing communications.

MDC manages its business by monitoring several financial and non-financial performance indicators. The key indicators that we focus are on the areas of revenues and operating expenses and capital expenditures. Revenue growth is analyzed by reviewing a mix of measurements, including (i) growth by major geographic location, (ii) existing growth by major discipline (organic), (iii) growth from currency changes and (iv) growth from acquisitions. In addition to monitoring the foregoing financial indicators, the Company assesses and monitors several non-financial performance indicators relating to the business performance of our Partner Firms. These indicators may include a Partner Firm's recent new client win/loss record; the depth and scope of a pipeline of potential new client account activity; the overall quality of the services provided to clients; and the relative strength of the Company's next generation team that is in place as part of a potential succession plan to succeed the current senior executive team.

MDC conducts its businesses through its network of Partner Firms. Beginning in 2015, MDC streamlined its reporting to improve efficiency and resource prioritization. The Company now reports as one reportable segment called the Advertising and Communications Segment. In addition, MDC has a “Corporate Group” which provides client and business development support to the Partner Firms as well as certain strategic resources, including accounting, administrative, financial, real estate, human resource and legal functions.

Advertising and Communications Segment

Through its Partner Firms, MDC provides value-added marketing, activation, and communications and strategic consulting services to clients throughout the world.

The Partner Firms earn revenue from agency arrangements in the form of retainer fees or commissions; from short-term project arrangements in the form of fixed fees or per diem fees for services; and from incentives or bonuses. Additional information about revenue recognition appears in Note 2 of the Notes to the Consolidated Financial Statements included herein.

MDC measures operating expenses in two distinct cost categories: cost of services sold, and office and general expenses. Cost of services sold is primarily comprised of employee compensation related costs and direct costs related primarily to providing services. Office and general expenses are primarily comprised of rent and occupancy costs and administrative service costs including related employee compensation costs. Also included in office and general expenses are the changes of the estimated value of our contingent purchase price obligations, including the accretion of present value and acquisition related costs. Depreciation and amortization are also included in operating expenses.

Because we are a service business, we monitor these costs on a percentage of revenue basis. Cost of services sold tend to fluctuate in conjunction with changes in revenues, whereas office and general expenses and depreciation and amortization, which are not directly related to servicing clients, tend to decrease as a percentage of revenue as revenues increase as a significant portion of these expenses are relatively fixed in nature.

We measure capital expenditures as either maintenance or investment related. Maintenance capital expenditures are primarily composed of general upkeep of our office facilities and equipment that are required to continue to operate our businesses. Investment capital expenditures include expansion costs, the build out of new capabilities, technology, and other growth initiatives not related to the day to day upkeep of the existing operations. Growth capital expenditures are measured and approved based on the expected return of the invested capital.

Certain Factors Affecting Our Business

Overall Factors Affecting our Business and Results of Operations.  The most significant factors include national, regional and local economic conditions, our clients’ profitability, mergers and acquisitions of our clients, changes in top management of our clients and our ability to retain and attract key employees. New business wins and client losses occur due to a variety of factors. The two most significant factors are (i) our clients’ desire to change marketing communication firms, and (ii) the creative product that our Partner Firms offer. A client may choose to change marketing communication firms for a number of reasons, such as a change in top management and the new management wants to retain an agency that it may have previously worked with. In addition, if the client is merged or acquired by another company, the marketing communication firm is often changed. Further, global clients are trending to consolidate the use of numerous marketing communication firms to just one or two. Another factor in a client changing firms is the agency’s campaign or work product is not providing results and they feel a change is in order to generate additional revenues.

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Clients will generally reduce or increase their spending or outsourcing needs based on their current business trends and profitability.

Acquisitions and Dispositions.  Our strategy includes acquiring ownership stakes in well-managed businesses with strong reputations in the industry. We engaged in a number of acquisition and disposal transactions during the 2011 to 2015 period, which affected revenues, expenses, operating income and net income. Additional information regarding material acquisitions is provided in Note 4 and information on dispositions is provided in Note 10 in the Notes to the Consolidated Financial Statements included herein.

Foreign Exchange Fluctuation.  Our financial results and competitive position are affected by fluctuations in the exchange rate between the US Dollar and non-US Dollar, primarily the Canadian Dollar. See also “Item 7A - Quantitative and Qualitative Disclosures About Market Risk - Foreign Exchange”.

Seasonality.  Historically, with some exceptions, we generate the highest quarterly revenues during the fourth quarter in each year. The fourth quarter has historically been the period in the year in which the highest volumes of media placements and retail related consumer marketing occur.

Fourth Quarter Results.Revenues were $359.0 million for the fourth quarter of 2015 representing an increase of $19.1 million, or 5.6 %, compared to revenue of $339.9 million in fourth quarter of 2014. The increase consisted of organic growth of $24.3 million, acquisition revenue of $3.0 million and a decrease of $8.2 million due to foreign currency fluctuations. Operating loss for the fourth quarter of 2015 was $1.2 million, compared to profit of $25.7 million in 2014. The decrease in operating profits was primarily caused by an increase of $40.2 million relating to the estimated deferred acquisition consideration expense due to certain Partner Firms exceeding the Company's expectations. Loss from continuing operations for the fourth quarter of 2015 was $24.5 million, compared to $6.4 million in 2014. Other expense net decreased to $2.8 million in 2015, compared to $9.1 million in 2014, $6.5 million of which was due to income from the gain on selling certain investments. These amounts were offset by an increase in unrealized losses due to foreign currency fluctuations of $1.5 million. Interest expense was higher in 2015 by $0.3 million, income tax expense was lower by $3.4 million and equity in earnings of non-consolidated affiliates was $0.4 million in 2015, compared to $1.2 million in 2014.

Results of Operations for the Years Ended December 31, 2015, 2014 and 2013:

	For the Year Ended December 31, 2015
	Advertising and Communications			Corporate			Total
Revenue	$	1,326,256		$	—		$	1,326,256
Cost of services sold	879,716			—			879,716
Office and general expenses	258,809			63,398			322,207
Depreciation and amortization	50,449			1,774			52,223
Operating profit (loss)	137,282			(65,172		)	72,110
Other Income (Expense):
Other income, net							7,238
Foreign exchange loss							(39,328		)
Interest expense and finance charges, net							(57,436		)
Loss from continuing operations before income taxes and equity in earnings of non-consolidated affiliates							(17,416		)
Income tax expense							5,664
Loss from continuing operations before equity in earnings of non-consolidated affiliates							(23,080		)
Equity in earnings of non-consolidated affiliates							1,058
Loss from continuing operations							(22,022		)
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes							(6,281		)
Net loss							(28,303		)
Net income attributable to noncontrolling interests	(9,024		)	(30		)	(9,054		)
Net loss attributable to MDC Partners Inc.							$	(37,357	)
Stock-based compensation	$	15,056		$	2,740		$	17,796

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	For the Year Ended December 31, 2014
	Advertising and Communications			Corporate			Total
Revenue	$	1,223,512		$	—		$	1,223,512
Cost of services sold	798,518			—			798,518
Office and general expenses	223,781			66,292			290,073
Depreciation and amortization	45,387			1,785			47,172
Operating profit (loss)	155,826			(68,077		)	87,749
Other Income (Expense):
Other income, net							689
Foreign exchange loss							(18,482		)
Interest expense, finance charges and loss on redemption of notes, net							(54,847		)
Income from continuing operations before income taxes and equity in earnings of non-consolidated affiliates							15,109
Income tax expense							12,422
Income from continuing operations before equity in earnings of non-consolidated affiliates							2,687
Equity in earnings of non-consolidated affiliates							1,406
Income from continuing operations							4,093
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes							(21,260		)
Net loss							(17,167		)
Net income attributable to noncontrolling interests	(6,890		)	—			(6,890		)
Net loss attributable to MDC Partners Inc.							$	(24,057	)
Stock-based compensation	$	12,033		$	5,663		$	17,696

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	For the Year Ended December 31, 2013
	Advertising and Communications			Corporate			Total
Revenue	$	1,062,478		$	—		$	1,062,478
Cost of services sold	704,969			—			704,969
Office and general expenses	212,933			143,031			355,964
Depreciation and amortization	34,745			1,394			36,139
Operating profit (loss)	109,831			(144,425		)	(34,594		)
Other Income (Expense):
Other income, net							2,531
Foreign exchange loss							(5,516		)
Interest expense, finance charges, and loss on redemption of notes, net							(100,271		)
Loss from continuing operations before income taxes and equity in earnings of non-consolidated affiliates							(137,850		)
Income tax benefit							(4,367		)
Loss from continuing operations before equity in earnings of non-consolidated affiliates							(133,483		)
Equity in earnings of non-consolidated affiliates							281
Loss from continuing operations							(133,202		)
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes							(9,200		)
Net loss							(142,402		)
Net income attributable to noncontrolling interests	(6,459		)	(2		)	(6,461		)
Net loss attributable to MDC Partners Inc.							$	(148,863	)
Stock-based compensation	$	8,950		$	91,455		$	100,405

Year Ended December 31, 2015 Compared to Year Ended December 31, 2014

Revenue was $1.3 billion for the year ended 2015, representing an increase of $102.7 million, or 8.4%, compared to revenue of $1.2 billion for the year ended 2014. This increase related primarily to an increase in organic revenue of $86.7 million and acquisition growth of $46.3 million. A strengthening of the US Dollar, primarily versus the Canadian Dollar during the year ended December 31, 2015, resulted in a decrease of $30.2 million.

Operating profit for the year ended 2015 was $72.1 million, compared to $87.7 million in 2014. Operating profit decreased by $18.5 million in the Advertising and Communications Segment. Corporate operating expenses decreased by $2.9 million in 2015.

Loss from continuing operations was $22.0 million in 2015, compared to income of $4.1 million in 2014.This decrease of $26.1 million was primarily attributable to (1) a decrease in operating profits of $15.6 million, primarily due to increased deferred acquisition expense of $19.9 million, (2) an increase in foreign exchange loss of $20.8 million, (3) an increase in net interest expense of $2.6 million, (4) offset by a decrease in income tax expense of $6.7 million and (5) an increase in other income, net, of $6.5 million.

Advertising and Communications Segment

The components of the change in revenues by geography for the year ended December 31, 2015 are as follows:

			2015 Activity										Change
Advertising and Communications	2014 Revenue		Foreign Exchange			Acquisitions		Organic Growth			2015 Revenue		Foreign Exchange		Acquisitions		Organic Growth		Total Revenue
	(Dollars in Millions)
United States	$	993.5	$	—		$	28.2	$	63.4		$	1,085.1	—	%	2.8	%	6.4	%	9.2	%
Canada	150.4		(20.6		)	1.4		(2.1		)	129.0		(13.7	)%	0.9	%	(1.4	)%	(14.2	)%
Other	79.6		(9.6		)	16.7		25.4			112.2		(12.1	)%	21.0	%	31.9	%	40.8	%
Total	$	1,223.5	$	(30.2	)	$	46.3	$	86.7		$	1,326.3	(2.5	)%	3.8	%	7.1	%	8.4	%

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The geographic mix in revenues for the years ended December 31, 2015 and 2014 are as follows:

Advertising and Communications	2015		2014
United States	82	%	81	%
Canada	10	%	12	%
Other	8	%	7	%

Revenue was $1.3 billion for the year ended 2015, representing an increase of $102.7 million, or 8.4%, compared to 2014. This increase was comprised of organic revenue growth of $86.7 million, or 7.1%, and the effect of acquisitions of $46.3 million, or 3.8%, partially offset by adverse changes in foreign exchange rates resulting in a reduction of revenue of $30.2 million, or 2.5%.

Our revenue increase was attributable to new client wins and increased spend by existing clients. There was broad strength across most disciplines, with growth led by our integrated advertising agencies, and media buying and planning platform, offset by a decline in our promotions and experiential businesses. The promotions and experiential businesses was impacted by decreased billable pass-through costs incurred on the client's behalf from the Company acting as principal which was due to a different mix of programs that had a smaller component of billable pass-through costs as compared to 2014. Our strongest client sectors were automobile, technology, consumer products, and healthcare, while revenue in the the financial and retail sectors declined.

Our business outside of North America continued to be a driver of growth for the overall company, with organic revenue growth of 31.9%, primarily driven by new client wins and increased spend from existing clients as we extended our capabilities into new markets throughout Europe, Asia, and to a lesser degree, South America. In 2015, approximately 8.0% of our total revenue came from outside of North America, up from approximately 7.0% in 2014. Additional revenue growth came from multiple acquisitions of firms that helped us expand our capabilities in the advertising, public relations, and mobile development areas.

The adverse currency impact was primarily due to the weakening of the Canadian Dollar, the British Pound, and the Euro against the US Dollar.

The change in expenses as a percentage of revenue in the Advertising and Communications segment for the years ended December 31, 2015 and 2014 was as follows:

	2015				2014				Change
Advertising and Communications	$		% of Revenue		$		% of Revenue		$			%
	(Dollars in Millions)
Revenue	$	1,326.3			$	1,223.5			$	102.7		8.4	%
Operating Expenses
Cost of services sold	879.7		66.3	%	798.5		65.3	%	81.2			10.2	%
Office and general expenses	258.8		19.5	%	223.8		18.3	%	35.0			15.7	%
Depreciation and amortization	50.4		3.8	%	45.4		3.7	%	5.1			11.2	%
	$	1,189.0	89.6	%	$	1,067.7	87.3	%	$	121.3		11.4	%
Operating profit	$	137.3	10.4	%	$	155.8	12.7	%	$	(18.5	)	(11.9	)%

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The change in the categories of expenses as a percentage of revenue in the Advertising and Communications segment for the years ended December 31, 2015 and 2014 was as follows:

	2015				2014				Change
Advertising and Communications	$		% of Revenue		$		% of Revenue		$		%
	(Dollars in Millions)
Direct costs (1)	$	195.3	14.7	%	$	192.7	15.8	%	$	2.5	1.3	%
Staff costs (2)	732.4		55.2	%	652.8		53.4	%	79.6		12.2	%
Administrative	159.4		12.0	%	148.3		12.1	%	11.1		7.5	%
Deferred acquisition consideration	36.3		2.7	%	16.5		1.3	%	19.9		120.7	%
Stock-based compensation	15.1		1.1	%	12.0		1.0	%	3.0		25.1	%
Depreciation and amortization	50.4		3.8	%	45.4		3.7	%	5.1		11.2	%
Total operating expenses	$	1,189.0	89.6	%	$	1,067.7	87.3	%	$	121.3	11.4	%

(1) Exclude staff costs.

(2) Excludes stock-based compensation and is comprised of amounts reported in both cost of services and office and general expenses.

Operating profit for the Advertising and Communications segment in 2015 was $137.3 million compared to $155.8 million for 2014, with operating margins declining by approximately 240 basis points from 12.7% to 10.4%. The decrease in operating profit and margins was largely due to increases in staff costs as a percentage of revenue, an increase in expenses pertaining to deferred acquisition consideration adjustments, partially offset by a decrease in direct costs as a percentage of revenue.

Staff costs increased by $79.6 million, or 12.2%, and as a percentage of revenue increased from 53.4% in 2014 to 55.2% in 2015. Headcount increased in areas directly servicing clients as well as in administrative rolls, in order to support Partner Firm growth. This increase was primarily attributable to headcount expansion. In addition, severance costs increased approximately $6.0 million from 2014 to 2015.

Deferred acquisition consideration expense increased on a year-over-year basis. The aggregate out performance of certain Partner Firms as compared to forecasted expectations was at a higher magnitude as compared to the 2014 aggregate out performance as compared to forecasted expectations.

Direct costs increased by $2.5 million, or 1.3% and as a percentage of revenue declined from 15.8% to 14.7% as pass-through costs incurred on the clients' behalf decreased, most notably in the promotions and experiential businesses in conjunction with their revenue decline.

Stock-based compensation increased by $3.0 million but was consistent at approximately 1.0% of revenue.

Depreciation and amortization expense increased by $5.1 million primarily due to the impact of acquisitions.

Corporate Group

The change in operating expenses for the years ended December 31, 2015 and 2014 was as follows:

					Change
Corporate Group	2015		2014		$			%
	(Dollars in Millions)
Staff costs (1)	$	42.4	$	37.9	$	4.5		11.9	%
Administrative	18.2		22.7		(4.5		)	(19.7	)%
Stock-based compensation	2.7		5.7		(2.9		)	(51.6	)%
Depreciation and amortization	1.8		1.8		—			(0.6	)%
Total operating expenses	$	65.2	$	68.1	$	(2.9	)	(4.3	)%

(1) Excludes stock-based compensation.

Total operating expenses related to the Corporate Group’s operations decreased by $2.9 million to $65.2 million in 2015, compared to $68.1 million in 2014. 

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First, the increase in staff costs was due to a one-time charge of $5.8 million for the balance of the prior year cash bonus awards that were previously paid to the Company’s former CEO and former CAO, but will not be recovered pursuant to the repayment terms of the applicable Separation Agreements. This one-time charge was offset by a general reduction of staff costs of $1.3 million in 2015, and a reduction in stock-based compensation expense of $2.9 million in 2015, each as compared to 2014. 

Second, there was a meaningful decrease in administrative costs of $4.5 million in 2015, which was due to the following cost reductions as compared to 2014: (i) travel and entertainment expenses of $2.8 million, (ii) advertising and promotional expenses of $2.5 million, (iii) legal expenses of $1.1 million (excluding legal fees related to the ongoing SEC inquiry), and (iv) various other administrative expenses of $0.6 million.  The foregoing reductions in administrative costs were impacted by other one-time items, including the following: (a) a reduction in administrative costs of $11.3 million as a result of repayments the Company received from the Company's former CEO; (b) incurrence of $12.7 million of legal fees related to the ongoing SEC inquiry (net of $1.0 million insurance proceeds); and (c) the write off of certain assets related to the termination of the former CEO and former CAO of $1.1 million.

Other Income, Net

Other income, net, increased by $6.5 million from income of $0.7 million in 2014 to income of $7.2 million in 2015. The increase related to the 2015 gain on sale of certain equity and cost method investments.

Foreign Exchange

The foreign exchange loss was $39.3 million for 2015, compared to a loss of $18.5 million recorded in 2014. This unrealized loss was due primarily to the fluctuation in the US Dollar during 2015 and 2014 compared to the Canadian Dollar relating to the Company’s US Dollar denominated intercompany balances with its Canadian subsidiaries.

Interest Expense and Finance Charges, Net

Interest expense and finance charges, net for 2015 were $57.4 million, an increase of $2.6 million over the $54.8 million of interest expense and finance charges, net incurred during 2014. The increase in interest expense in 2015 was due to the issuance of the additional $75 million in principal amount of the 6.75% Notes in April 2014 and borrowings on the revolver.

Income Tax Expense

Income tax expense in 2015 was $5.7 million compared to $12.4 million for 2014. The Company’s effective rate was substantially higher than the statutory rate in 2015, primarily due to non-deductible stock-based compensation, an increase in the valuation allowance, and the effect of the difference in the US and foreign federal rates compared to the Canadian statutory rate, offset in part by noncontrolling interest charges. The Company’s effective tax rate was substantially higher than the statutory rate in 2014 due to non-deductible stock-based compensation, an increase in the Company’s valuation allowance, and the effect of the differences in the US and foreign federal rates compared to the Canadian statutory rate, offset in part by noncontrolling interest charges.

The Company’s US operating units are generally structured as limited liability companies, which are treated as partnerships for tax purposes. The Company is only taxed on its share of profits, while noncontrolling holders are responsible for taxes on their share of the profits.

Equity in Affiliates

Equity in affiliates represents the income attributable to equity-accounted affiliate operations. In 2015, the Company recorded income of $1.1 million compared to income of $1.4 million in 2014.

Noncontrolling Interests

The effects of noncontrolling interest was $9.1 million in 2015, an increase of $2.2 million from the $6.9 million during 2014. This increase related to the overall increase in profits in Partner Firms where there are noncontrolling shareholders.

Discontinued Operations

The loss net of taxes from discontinued operations for 2015 was $6.3 million, compared to a loss of $21.3 million in 2014. The decrease in the loss from discontinued operations was due to a goodwill write off of $15.6 million in 2014 that was included in the loss from discontinued operations as a result of the Company's decision to strategically sell the net assets of Accent.

Net Loss Attributable to MDC Partners Inc.

As a result of the foregoing, the net loss attributable to MDC Partners Inc. for 2015 was $37.4 million or a loss of $0.75 per diluted share, compared to a net loss of $24.1 million or $0.49 per diluted share reported for 2014.

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Year Ended December 31, 2014 Compared to Year Ended December 31, 2013

Revenue was $1.2 billion for the year ended 2014, representing an increase of $161.0 million, or 15.2%, compared to revenue of $1.1 billion for the year ended 2013. This increase related primarily to an increase in organic revenue of $115.0 million and acquisition growth of $54.6 million. A strengthening of the US Dollar, primarily versus the Canadian Dollar during the year ended December 31, 2013, resulted in a decrease of $8.6 million.

Operating income for the year ended 2014 was $87.7 million, compared to a loss of $34.6 million in 2013. Operating profit increased by $46.0 million in the Advertising and Communications Segment and Corporate operating expenses decreased by $76.3 million in 2014.

Income from continuing operations was $4.1 million in 2014, compared to a loss of $133.2 million in 2013. This increase of $137.3 million was primarily attributable to an increase in operating profits of $122.3 million, primarily due to increased revenue and a decrease in stock-based compensation of $82.7 million, and a decrease in net interest expense equal to $45.4 million, offset by an increase in tax expense of $16.8 million. The decrease in net interest expense was primarily due to the Company's redemption of its 11% Notes in March 2013 and related premium, fees, and expenses of $55.6 million offset by higher overall debt outstanding. These amounts were also impacted by an increase in foreign exchange losses of $12.9 million in 2014 and a decrease in other income, net, of $1.9 million.

Advertising and Communications Segment

The components of the change in revenues by geography for the year ended December 31, 2014 were as follows:

			2014 Activity									2014
Advertising and Communications	2013 Revenue		Foreign Exchange			Acquisitions		Organic Growth		2014 Revenue		Foreign Exchange		Acquisitions		Organic Growth		Total Revenue
	(Dollars in Millions)
United States	$	870.5	$	—		$	36.8	$	86.1	$	993.5	—	%	4.2	%	9.9	%	14.1	%
Canada	135.6		(9.1		)	10.8		13.1		150.4		(6.7	)%	7.9	%	9.7	%	10.9	%
Other	56.3		0.6			7.1		15.7		79.6		1.0	%	12.5	%	27.8	%	41.4	%
Total	$	1,062.5	$	(8.6	)	$	54.6	$	115.0	$	1,223.5	(0.8	)%	5.1	%	10.8	%	15.2	%

The geographic mix in revenues for the years ended December 31, 2014 and 2013 was as follows:

Advertising and Communications	2014		2013
United States	81	%	82	%
Canada	12	%	13	%
Other	7	%	5	%

Revenue was $1.2 billion for the year ended December 31, 2014, representing an increase of $161.0 million, or 15.2%, compared to 2013. This increase was comprised of organic revenue growth of $115.0 million, or 10.8%, and the effect of acquisitions of $54.6 million, or 5.1%, partially offset by adverse changes in foreign exchange rates resulting in a reduction of revenue of $8.6 million, or 0.8%.

Our revenue increase was across all of our geographic regions, attributable to new client wins and increased spend by existing clients. There was broad strength across most disciplines, with growth led by our integrated advertising agencies, and our emerging media buying and planning platform, offset by a decline in our promotions business. Our strongest client sectors were automobile, communications, financial, and healthcare sector, while technology declined primarily due to the loss of a large client at the end of 2013.

Our business outside of North America continued to be a driver of growth for the overall company, with organic revenue growth of 27.8%, primarily driven by new client wins and increased spend from existing clients as we extended our capabilities into new markets throughout Europe, Asia, and to a lesser degree, South America. In 2014, 6.5% of our total revenue came from outside of North America, up from 5.3% in 2013. Additional revenue growth came from multiple acquisitions of firms that helped us expand our capabilities in the advertising and public relations and strategic communications areas.

The adverse currency impact was primarily due to the weakening of the Canadian Dollar against the US Dollar.

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The change in expenses as a percentage of revenue in the Advertising and Communications segment for the years ended December 31, 2014 and 2013 was as follows:

	2014				2013				Change
Advertising and Communications	$		% of Revenue		$		% of Revenue		$		%
	(Dollars in Millions)
Revenue	$	1,223.5			$	1,062.5			$	161.0	15.2	%
Operating Expenses
Cost of services sold	798.5		65.3	%	705.0		66.4	%	93.5		13.3	%
Office and general expenses	223.8		18.3	%	212.9		20.0	%	10.8		5.1	%
Depreciation and amortization	45.4		3.7	%	34.7		3.3	%	10.6		30.6	%
	$	1,067.7	87.3	%	$	952.6	89.7	%	$	115.0	12.1	%
Operating profit	$	155.8	12.7	%	$	109.8	10.3	%	$	46.0	41.9	%

The change in the categories of expenses as a percentage of revenue in the Advertising and Communications segment for the years ended December 31, 2014 and 2013 was as follows:

	2014				2013				Change
Advertising and Communications	$		% of Revenue		$		% of Revenue		$			%
	(Dollars in Millions)
Direct costs (1)	$	192.7	15.8	%	$	152.5	14.4	%	$	40.2		26.4	%
Staff costs (2)	652.8		53.4	%	591.3		55.7	%	61.5			10.4	%
Administrative	148.3		12.1	%	129.2		12.2	%	19.1			14.8	%
Deferred acquisition consideration	16.5		1.3	%	35.9		3.4	%	(19.4		)	(54.1	)%
Stock-based compensation	12.0		1.0	%	9.0		0.8	%	3.1			34.4	%
Depreciation and amortization	45.4		3.7	%	34.7		3.3	%	10.6			30.6	%
Total operating expenses	$	1,067.7	87.3	%	$	952.6	89.7	%	$	115.0		12.1	%

(1) Excludes staff costs.

(2) Excludes stock-based compensation and is comprised of amounts reported in both cost of services and office and general expenses.

Operating profit for the Advertising and Communications Segment in 2014 was $155.8 million compared to $109.8 million for 2013, with operating margins expanding by 240 basis points from 10.3% to 12.7%. The increase in operating profit and margins was largely due to lower staff costs as a percentage of revenue, a decrease in expenses pertaining to deferred acquisition consideration adjustments, as well as contribution from acquisitions, partially offset by an increase in direct costs as a percentage of revenue and higher depreciation and amortization expense due to new acquisition activity during the year.

Staff costs increased by $61.5 million, or 10.4%, primarily attributable to workforce expansion to support revenue growth, as well as the contribution from acquisitions. As a percentage of revenue, staff costs decreased from 55.7% to 53.4% in 2014, predominantly due to the year-over-year revenue growth that outpaced the increases in staff costs. Additionally, the acquisition of agencies that primarily act as principal and have naturally high revenues relative to their staff costs resulted in a favorable mix shift which benefited the staff costs over revenue.

Deferred acquisition consideration expense declined on a year-over-year basis. The aggregate out performance of certain Partner Firms as compared to forecasted expectations was at a lower magnitude as compared to the 2013 aggregate out performance as compared to forecasted expectations.

Direct costs increased by $40.2 million, or 26.4% and as a percentage of revenue, direct costs expanded from 14.4% to 15.8% as there were pass-through costs incurred on the clients’ behalf during 2014 where the Company was acting as principal versus agent for certain client contracts.

Stock-based compensation increased $3.1 million but was consistent at approximately 1.0% of revenue.

Depreciation and amortization expense increased by $10.6 million primarily due to the impact of acquisitions.

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Corporate Group

The change in operating expenses for the years ended December 31, 2014 and 2013 was as follows:

					Change
Corporate Group	2014		2013		$			%
	(Dollars in Millions)
Staff costs (1)	$	37.9	$	35.8	$	2.1		6.0	%
Administrative	22.7		15.8		6.9			43.7	%
Stock-based compensation	5.7		91.5		(85.8		)	(93.8	)%
Depreciation and amortization	1.8		1.4		0.4			28.0	%
Total operating expenses	$	68.1	$	144.4	$	(76.3	)	(52.9	)%

(1) Excludes stock-based compensation.

Total operating costs related to the Company’s Corporate Group decreased by $76.3 million to $68.1 million in 2014, compared to $144.4 million in 2013.

First, stock-based compensation decreased $85.8 million primarily due to the 2013 settlement of SAR's in cash resulting in a stock-based compensation charge of $78.0 million.

Second, the 2014 increase in staff costs was partially due to increased headcount and increased compensation related costs primarily related to an investment in the Corporate Group to further support the Partner Firms. The 2013 staff costs includes a one-time bonus payment of $9.6 million to the then-current CEO for the Company's stock price achieving specified targets.

Lastly, administrative costs increased by $6.9 million in 2014. The 2013 administrative costs included a reduction of expense relating to the $5.3 million repayment of a previously fully reserved loan by the Company's then-current CEO. In addition, administrative expenses increased approximately $1.9 million, related to increases in occupancy costs, professional fees and other expenses.

Other Income, Net

Other income, net, decreased by $1.8 million from income of $2.5 million in 2013 to income of $0.7 million in 2014. The decrease relates to the 2013 distribution received in excess of the assets carrying value of $3.1 million.

Foreign Exchange

The foreign exchange loss was $18.5 million for 2014, compared to a loss of $5.5 million recorded in 2013. This unrealized loss was due primarily to the fluctuation in the US Dollar during 2014 and 2013 compared to the Canadian Dollar relating to the Company’s US Dollar denominated intercompany balances with its Canadian subsidiaries.

Interest Expense and Finance Charges, Net

Interest expense and finance charges, net for 2014 were $54.8 million, an decrease of $45.4 million over the $100.3 million of interest expense and finance charges, net incurred during 2013. This decrease was due to the loss paid on the redemption of the Company’s 11% Notes of $55.6 million, offset in part by lower borrowing costs related to the 6.75% Notes issued to replace those notes offset by an overall increase in total debt outstanding in 2014.

Income Tax Expense

Income tax expense in 2014 was $12.4 million compared to a benefit of $4.4 million for 2013. The Company’s effective rate was substantially higher than the statutory rate in 2014, primarily due to non-deductible stock-based compensation, an increase in the valuation allowance, and the effect of the difference in the US and foreign federal rates compared to the Canadian statutory rate, offset in part by noncontrolling interest charges. The Company’s effective tax rate was substantially higher than the statutory rate in 2013 due to non-deductible stock-based compensation and an increase in the Company’s valuation allowance, offset in part by noncontrolling interest charges.

The Company’s US operating units are generally structured as limited liability companies, which are treated as partnerships for tax purposes. The Company is only taxed on its share of profits, while noncontrolling holders are responsible for taxes on their share of the profits.

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Equity in Affiliates

Equity in affiliates represents the income attributable to equity-accounted affiliate operations. In 2014, the Company recorded income of $1.4 million compared to income of $0.3 million in 2013 due to the Company increasing the number of entities accounted for under the equity method.

Noncontrolling Interests

The effects of noncontrolling interest was $6.9 million for 2014, an increase of $0.4 million from the $6.5 million during 2013. The increase related to the overall increase in profits offset by step-up transactions of entities the Company does not own 100%.

Discontinued Operations

The loss net of taxes from discontinued operations for 2014 was $21.3 million and $9.2 million in 2013. The increase in loss from discontinued operations was due to a goodwill write off of $15.6 million in 2014 that was included in the loss from discontinued operations as a result of the Company's decision to strategically sell the net assets of Accent.

Net Loss Attributable to MDC Partners Inc.

As a result of the foregoing, the net loss attributable to MDC Partners Inc. for 2014 was $24.1 million or a loss of $0.49 per diluted share, compared to a net loss of $148.9 million or $3.16 per diluted share reported for 2013.

Liquidity and Capital Resources

The following table provides information about the Company’s liquidity position:

Liquidity	2015			2014			2013
	(In Thousands, Except for Long-Term Debt to Shareholders’ Equity Ratio)
Cash and cash equivalents	$	61,458		$	113,348		$	102,007
Working capital (deficit)	$	(403,879	)	$	(269,262	)	$	(189,815	)
Cash from operating activities	$	162,805		$	127,523		$	59,299
Cash used in investing activities	$	(29,893	)	$	(99,686	)	$	(30,124	)
Cash from (used in) financing activities	$	(190,020	)	$	(15,428	)	$	10,492
Ratio of long-term debt to shareholders’ deficit	(1.52		)	(2.13		)	(2.40		)

As of December 31, 2015, 2014, and 2013, $5.2 million, $6.5 million, and $0.7 million, respectively, of the Company’s consolidated cash position was held by subsidiaries. Although this amount is available for the subsidiaries’ use, it does not represent cash that is distributable as earnings to MDC for use to reduce its indebtedness. It is the Company’s intent through its cash management system to reduce outstanding borrowings under the Credit Agreement by using available cash.

Working Capital

At December 31, 2015, the Company had a working capital deficit of $403.9 million compared to a deficit of $269.3 million at December 31, 2014. Working capital deficit increased by $134.6 million primarily related to a $76.4 million increase in accounts payable and accruals, a $39.6 million increase in short term deferred acquisition consideration, and a decrease in cash and cash equivalents. The Company's working capital is impacted by seasonality in media buying and the amount and timing of the amounts received from clients and subsequently paid to suppliers. Media buying is impacted by the timing of certain events, such as the Superbowl and national holidays, and there is a quarter-to-quarter lag between the time amounts received from clients for the media buying are subsequently paid to suppliers. The Company's media buying business is growing at a faster rate than the rest of the Company's businesses. This has a corresponding effect on the working capital deficit trend. At December 31, 2015, the Company had no borrowings under its Credit Agreement. The Company includes amounts due to noncontrolling interest holders, for their share of profits, in accrued and other liabilities. During 2015, 2014 and 2013, the Company made distributions to these noncontrolling interest holders of $9.5 million, $6.5 million and $5.5 million, respectively. At December 31, 2015, $5.5 million remains outstanding to be distributed to noncontrolling interest holders over the next twelve months.

The Company expects that available borrowings under its Credit Agreement, together with cash flows from operations and other initiatives, will be sufficient over the next twelve months to adequately fund working capital deficits should there be a need to do so from time to time, as well as all of the Company’s obligations including put options and capital expenditures.

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Operating Activities

Cash flows provided by continuing operations for 2015 were $164.1 million. This was attributable primarily to non-cash stock-based compensation of $17.8 million, depreciation and amortization of $54.5 million, adjustments to deferred acquisition consideration of $38.9 million, deferred income taxes of $1.8 million, an increase in accounts payable, accruals and other current liabilities of $76.5 million, an increase in prepaid expenses and other current assets of $1.6 million, a decrease in other and non-current assets and liabilities of $4.7 million and foreign exchange of $30.2 million. This was partially offset by a loss from continuing operations of $22.0 million, an increase in accounts receivable of $4.8 million, an increase in expenditures billable to clients of $3.9 million, an increase in advanced billings of $23.5 million, gain on sale of investments of $6.5 million and earnings of non-consolidated affiliates of $1.1 million. Discontinued operations used cash of $1.3 million.

Cash flows provided by continuing operations for 2014 were $129.4 million. This was attributable primarily to income from continuing operations of $4.1 million, plus non-cash stock-based compensation of $17.7 million, depreciation and amortization of $49.4 million, and adjustments to deferred acquisition consideration of $18.7 million, an increase in accounts payable, accruals and other current liabilities of $51.1 million, a decrease in expenditures billable to clients of $23.4 million, foreign exchange of $14.8 million, and deferred income taxes of $11.0 million. This was partially offset by an increase in accounts receivable of $35.8 million, an increase in advanced billings of $13.8 million, an increase in other and non-current assets and liabilities of $7.8 million, an increase in prepaid expenses and other current assets of $1.9 million, and earnings of non-consolidated affiliates of $1.4 million. Discontinued operations used cash of $1.8 million.

Cash flows provided by continuing operations for 2013 were $56.0 million. This was attributable primarily to a loss on the redemption of notes of $50.4 million, plus non-cash stock-based compensation of $22.4 million, depreciation and amortization of $43.9 million, and adjustments to deferred acquisition consideration of $36.1 million, an increase in accounts payable, accruals and other current liabilities of $30.0 million, a decrease in accounts receivable of $16.1 million, an increase in advanced billings of $17.6 million and foreign exchange of $3.0 million. This was partially offset by a loss from continuing operations of $133.2 million, other non-current assets and liabilities of $9.4 million, an increase in prepaid expenses and other current assets of $7.8 million, deferred income tax of $5.4 million, an increase in expenditures billable to clients of $4.4 million, and distributions in excess of carrying value of $3.1 million. Discontinued operations provided cash of $3.3 million.

Investing Activities

Cash flows used in investing activities were $29.9 million for 2015, compared with $99.7 million for 2014, and $30.1 million in 2013.

In the year ended December 31, 2015, capital expenditures totaled $23.6 million, of which $23.2 million was incurred by the Advertising and Communications Segment, and $0.4 million was incurred by the Corporate Group. These expenditures consisted primarily of computer equipment, furniture and fixtures, and leasehold improvements. Additionally, the Company paid $24.8 million, net of cash acquired, for acquisitions and $7.3 million for other investments. These outflows were partially offset by $8.6 million of proceeds from the sale of assets and investments. The Company also received $17.1 million of cash proceeds in 2015 from the sale of Accent.

In the year ended December 31, 2014, capital expenditures totaled $26.4 million, of which $25.1 million was incurred by the Advertising and Communications Segment and $1.3 million was incurred by the Corporate Group. These expenditures consisted primarily of computer equipment, furniture and fixtures, and leasehold improvements. Additionally, the Company paid $68.3 million, net of cash acquired, for acquisitions and $6.3 million for other investments. These outflows were partially offset by $3.4 million of profit distributions from non-consolidated affiliates and $0.1 million of proceeds from the sale of assets and investments. Discontinued operations used cash of $2.1 million in 2014 related to capital expenditures.

In the year ended December 31, 2013, capital expenditures totaled $16.8 million, of which $14.7 million was incurred by the Advertising and Communications Segment and $2.1 million was incurred by the Corporate Group. These expenditures consisted primarily of computer equipment, furniture and fixtures, and leasehold improvements. Additionally, the Company paid $11.9 million, net of cash acquired for acquisitions and $2.7 million for other investments. These outflows were partially offset by $3.8 million of profit distributions from non-consolidated affiliates and $0.2 million of proceeds from the sale of assets and investments. Discontinued operations used cash of $2.8 million in 2013 related to capital expenditures.

Financing Activities

During the year ended December 31, 2015, cash flows used in financing activities were $190.0 million, and consisted of $134.1 million of acquisition related payments, payment of dividends of $42.3 million, distributions to noncontrolling partners of $9.5 million, the purchase of treasury shares for income tax withholding requirements of $2.4 million, $1.4 million of cash overdrafts and repayments of long term debt of $0.5 million. These amounts were partially offset by proceeds from the exercise of options of $0.2 million.

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During the year ended December 31, 2014, cash flows used in financing activities were $15.4 million, and consisted of $78.3 million of acquisition related payments, payment of dividends of $37.7 million, distributions to noncontrolling partners of $6.5 million, the purchase of treasury shares for income tax withholding requirements of $5.4 million, a payment of $3.7 million for deferred financing costs and repayments of long term debt of $0.7 million. This was partially offset by proceeds from the issuance of additional 6.75% Notes of $78.9 million and cash overdrafts of $37.8 million.

During the year ended December 31, 2013, cash flows provided by financing activities were $10.5 million, and consisted of proceeds from the issuance of the 6.75% Notes of $664.1 million, which in turn was offset by the repayment of the 11% Notes of $425.0 million and the premium paid on redemption of the 11% notes of $50.4 million. Bank overdrafts provided an additional $5.0 million in cash. These proceeds were offset by $119.6 million of acquisition related payments, deferred financing costs of $20.8 million, the purchase of treasury shares for income tax withholding requirements of $13.8 million, distributions to noncontrolling partners of $5.5 million, payment of dividends of $22.0 million, and repayments of long term debt of $0.7 million. Discontinued operations used cash of $1.3 million relating to the repayment of long term debt.

Total Debt

6.75% Senior Notes Due 2020

On March 20, 2013, the Company entered into an indenture (the “Indenture”) among MDC, its existing and future restricted subsidiaries that guarantee, or are co-borrowers under or grant liens to secure, MDC's senior secured revolving credit agreement (the “Credit Agreement”), as guarantors (the “Guarantors”), and The Bank of New York Mellon, as trustee, relating to the issuance by MDC of its $550 million aggregate principal amount of the 6.75% Notes. The 6.75% Notes bear interest at a rate of 6.75% per annum, accruing from March 20, 2013. Interest is payable semiannually in arrears in cash on April 1 and October 1 of each year, beginning on October 1, 2013. The 6.75% Notes mature on April 1, 2020, unless earlier redeemed or repurchased. The Company received net proceeds from the offering of the 6.75% Notes equal to approximately $537.6 million. The Company used the net proceeds to redeem all of its existing 11% notes, together with accrued interest, related premiums, fees and expenses and recorded a charge during the nine months ended September 30, 2013, for loss on redemption of such notes of $55.6 million, including write offs of unamortized original issue premium and debt issuance costs. Remaining proceeds were used for general corporate purposes.

On November 15, 2013, the Company issued an additional $110 million aggregate principal amount of the 6.75% Notes. The additional notes were issued under the Indenture governing the 6.75% Notes and treated as a single series with the original 6.75% Notes. The additional notes were sold in a private placement in reliance on exceptions from registration under the Securities Act. The Company received net proceeds before expenses of $111.9 million, which included an original issue premium of $4.1 million, and underwriter fees of $2.2 million. The Company used the net proceeds from the offering for general corporate purposes.

On April 2, 2014, the Company issued an additional $75 million aggregate principal amount of the 6.75% Notes. The additional 6.75% Notes were issued under the Indenture governing the 6.75% Notes and treated as a single series with the original 6.75% Notes. The additional 6.75% Notes were sold in a private placement in reliance on exceptions from registration under the Securities Act. The Company received net proceeds before expenses of $77.5 million, which included an original issue premium of $3.9 million, and underwriter fees of $1.5 million. The Company used the net proceeds from the offering for general corporate purposes, including the funding of deferred acquisition consideration, working capital, acquisitions and the repayment of the amount outstanding under its senior secured revolving credit facility.

The 6.75% Notes are guaranteed on a senior unsecured basis by all of MDC’s existing and future restricted subsidiaries that guarantee, or are co-borrowers under or grant liens to secure, the Credit Agreement. The 6.75% Notes are unsecured and unsubordinated obligations of MDC and rank (i) equally in right of payment with all of MDC’s or any Guarantor’s existing and future senior indebtedness, (ii) senior in right of payment to MDC’s or any Guarantor’s existing and future subordinated indebtedness, (iii) effectively subordinated to all of MDC’s or any Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness, including the Credit Agreement and (iv) structurally subordinated to all existing and future liabilities of MDC’s subsidiaries that are not Guarantors.

MDC may, at its option, redeem the 6.75% Notes in whole at any time or in part from time to time, on and after April 1, 2016 at a redemption price of 103.375% of the principal amount thereof if redeemed during the twelve-month period beginning on April 1, 2016, at a redemption price of 101.688% of the principal amount thereof if redeemed during the twelve-month period beginning on April 1, 2017 and at a redemption price of 100% of the principal amount thereof if redeemed on April 1, 2018 and thereafter.

Prior to April 1, 2016, MDC may, at its option, redeem some or all of the 6.75% Notes at a price equal to 100% of the principal amount of the 6.75% Notes plus a “make whole” premium and accrued and unpaid interest. MDC may also redeem, at its option, prior to April 1, 2016, up to 35% of the 6.75% Notes with the proceeds from one or more equity offerings at a redemption price of 106.75% of the principal amount thereof.

If MDC experiences certain kinds of changes of control (as defined in the Indenture), holders of the 6.75% Notes may require MDC to repurchase any 6.75% Notes held by them at a price equal to 101% of the principal amount of the 6.75% Notes plus

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accrued and unpaid interest. In addition, if MDC sells assets under certain circumstances, it must offer to repurchase the 6.75% Notes at a price equal to 100% of the principal amount of the 6.75% Notes plus accrued and unpaid interest.

The Indenture includes covenants that, among other things, restrict MDC’s ability and the ability of its restricted subsidiaries (as defined in the Indenture) to (i) incur or guarantee additional indebtedness, (ii) pay dividends on or redeem or repurchase the capital stock of MDC, (iii) make certain types of investments, (iv) create restrictions on the payment of dividends or other amounts from MDC’s restricted subsidiaries, (v) sell assets, (vi) enter into transactions with affiliates, (vii) create liens, (viii) enter into sale and leaseback transactions, and (ix) consolidate or merge with or into, or sell substantially all of MDC’s assets to, another person. These covenants are subject to a number of important limitations and exceptions. The 6.75% Notes are also subject to customary events of default, including cross-payment default and cross-acceleration provisions.

Redemption of 11% Senior Notes Due 2016

On March 20, 2013, the Company redeemed all of the 11% Senior Notes due 2016.

Revolving Credit Agreement

On March 20, 2013, MDC, Maxxcom Inc. (a subsidiary of MDC) and each of their subsidiaries party thereto entered into an amended and restated $225 million senior secured revolving credit agreement due 2018 (the “Credit Agreement”) with Wells Fargo Capital Finance, LLC, as agent, and the lenders from time to time party thereto. Advances under the Credit Agreement will be used for working capital and general corporate purposes, in each case pursuant to the terms of the Credit Agreement. Capitalized terms used in this section and not otherwise defined have the meanings set forth in the Credit Agreement.

Effective October 23, 2014, MDC, Maxxcom Inc. and each of their subsidiaries entered into an amendment of its Credit Agreement. The amendment: (i) expanded the commitments under the facility by $100 million, from $225 million to $325 million; (ii) extended the date by an additional eighteen months to September 30, 2019; (iii) reduced the base borrowing interest rate by 25 basis points (the applicable margin for borrowing is 1.00% in the case of Base Rate Loans and 1.75% in the case of LIBOR Rate Loans) ; and (iv) modified certain covenants to provide the Company with increased flexibility to fund its continued growth and other general corporate purposes.

Advances under the Credit Agreement bear interest as follows: (a)(i) LIBOR Rate Loans bear interest at the LIBOR Rate and (ii) Base Rate Loans bear interest at the Base Rate, plus (b) an applicable margin. The applicable margin for borrowing is 1.00% in the case of Base Rate Loans and 1.75% in the case of LIBOR Rate Loans. In addition to paying interest on outstanding principal under the Credit Agreement, MDC is required to pay an unused revolver fee to lenders under the Credit Agreement in respect of unused commitments thereunder.

The Credit Agreement is guaranteed by substantially all of MDC’s present and future subsidiaries, other than immaterial subsidiaries and subject to customary exceptions. The Credit Agreement includes covenants that, among other things, restrict MDC’s ability and the ability of its subsidiaries to (i) incur or guarantee additional indebtedness, (ii) pay dividends on or redeem or repurchase the capital stock of MDC, (iii) make certain types of investments, (iv) dividend or distribute amounts from MDC’s subsidiaries, (v) incur certain liens, (vi) sell or otherwise dispose of certain assets, (vii) enter into transactions with affiliates, (viii) enter into sale and leaseback transactions, and (ix) consolidate or merge with or into, or sell substantially all of MDC’s assets to, another person. These covenants are subject to a number of important limitations and exceptions. The Credit Agreement also contains financial covenants, including a senior leverage ratio, a total leverage ratio, a fixed charge coverage ratio and a minimum earnings before interest, taxes and depreciation and amortization level (in each case as more fully described in the Credit Agreement). The Credit Agreement is also subject to customary events of default.

The foregoing descriptions of the Indenture and the Credit Agreement do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements.

Debt excluding the premium on the notes as of December 31, 2015 was $735.7 million, a decrease of $0.4 million, compared with $736.1 million outstanding at December 31, 2014. This decrease in debt was a result of repayments of capital lease obligations. At December 31, 2015, approximately $320.0 million of commitments under the Credit Agreement were undrawn.

The Company is currently in compliance with all of the terms and conditions of the Credit Agreement, and management believes, based on its current financial projections, that the Company will be in compliance with its covenants over the next twelve months.

If the Company loses all or a substantial portion of its lines of credit under the Credit Agreement, or if the Company uses the maximum available amount under the Credit Agreement, it will be required to seek other sources of liquidity. If the Company were unable to find these sources of liquidity, for example through an equity offering or access to the capital markets, the Company’s ability to fund its working capital needs and any contingent obligations with respect to acquisitions and redeemable noncontrolling interests would be adversely affected.

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Pursuant to the Credit Agreement, the Company must comply with certain financial covenants including, among other things, covenants for (i) senior leverage ratio, (ii) total leverage ratio, (iii) fixed charges ratio, and (iv) minimum earnings before interest, taxes and depreciation and amortization, in each case as such term is specifically defined in the Credit Agreement. For the period ended December 31, 2015, the Company’s calculation of each of these covenants, and the specific requirements under the Credit Agreement, respectively, were calculated based on the trailing twelve months as follows:

	December 31, 2015
Total Senior Leverage Ratio	(0.19	)
Maximum per covenant	2.00
Total Leverage Ratio	3.35
Maximum per covenant	5.50
Fixed Charges Ratio	2.67
Minimum per covenant	1.00
Earnings before interest, taxes, depreciation and amortization	$210.6 million
Minimum per covenant	$105.0 million

These ratios are not based on generally accepted accounting principles and are not presented as alternative measures of operating performance or liquidity. Some of these measures include, among other things, pro forma 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.

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Disclosure of Contractual Obligations and Other Commercial Commitments

The following table provides a payment schedule of present and future obligations. Management anticipates that the obligations outstanding at December 31, 2015 will be repaid with new financing, equity offerings and/or cash flow from operations (in thousands):

	Payments Due by Period
Contractual Obligations	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		After 5 Years
Indebtedness	$	735,000	$	—	$	—	$	735,000	$	—
Capital lease obligations	670		470		185		15		—
Operating leases	256,738		39,448		74,522		63,496		79,272
Interest on debt	210,886		49,637		99,233		62,016		—
Deferred acquisition consideration (1)	347,104		130,400		143,908		55,882		16,914
Other long-term liabilities	19,476		7,447		9,112		2,864		53
Total contractual obligations (2)	$	1,569,874	$	227,402	$	326,960	$	919,273	$	96,239

(1) Deferred acquisition consideration excludes future payments with an estimated fair value of $35,945 that are contingent upon employment terms as well as financial performance and will be expensed as stock-based compensation over the required retention period. Of this amount, the Company estimates $2,891 will be paid in less than one year, $14,775 will be paid in one to three years, $11,023 will be paid in three to five years, and $7,328 will be paid after five years.

(2) Pension obligations of $15,119 are not included since the timing of payments are not known.

The following table provides a summary of other commercial commitments (in thousands) at December 31, 2015:

	Payments Due by Period
Other Commercial Commitments	Total		Less than 1 Year		1 – 3 Years		3 – 5 Years		After 5 Years
Lines of credit	$	—	$	—	$	—	$	—	$	—
Letters of credit	$	5,033	5,033		—		—		—
Total Other Commercial Commitments	$	5,033	$	5,033	$	—	$	—	$	—

For further detail on MDC’s long-term debt principal and interest payments, see Note 11 Debt and Note 16 Commitments, Contingents and Guarantees of the Company’s consolidated financial statements included in this Form 10-K. See also “Deferred Acquisition Consideration” and “Other-Balance Sheet Commitments” below.

Capital Resources

At December 31, 2015, the Company had only utilized the Credit Agreement in the form of undrawn letters of credit of $5.0 million. Cash and undrawn commitments available to support the Company’s future cash requirements at December 31, 2015 was approximately $381.4 million.

The Company expects to incur approximately $25.0 million of capital expenditures in 2016. Such capital expenditures are expected to include leasehold improvements, furniture and fixtures, and computer equipment at certain of the Company’s operating subsidiaries. The Company intends to maintain and expand its business using cash from operating activities, together with funds available under the Credit Agreement. Management believes that the Company’s cash flow from operations, funds available under the Credit Agreement and other initiatives will be sufficient to meet its ongoing working capital, capital expenditures and other cash needs over the next twelve months. If the Company continues to spend capital on future acquisitions, management expects that the Company may need to obtain additional financing in the form of debt and/or equity financing.

Other-Balance Sheet Commitments

Media and Production

The Company’s agencies enter into contractual commitments with media providers and agreements with production companies on behalf of our clients at levels that exceed the revenue from services. Some of our agencies purchase media for clients and act as an agent for a disclosed principal. These commitments are included in accounts payable when the media services are delivered by the media providers. MDC takes precautions against default on payment for these services and has historically had a very low incidence of default. MDC is still exposed to the risk of significant uncollectible receivables from our clients. The risk of a material loss could significantly increase in periods of severe economic downturn.

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Deferred Acquisition Consideration

Acquisitions of a business, or a majority interest of a business, by the Company may include future additional contingent purchase price obligations payable to the seller, which are recorded as Deferred Acquisition Consideration liabilities on the Company's balance sheet at the estimated acquisition date fair value and are remeasured at each reporting period. These contingent purchase obligations are generally payable within a one to five-year period following the acquisition date, and are based on achievement of certain thresholds of future earnings and, in certain cases, the rate of growth of those earnings. The actual amount that the Company pays in connection with such contingent purchase obligations may differ materially from this estimate.

In connection with such contingent purchase obligations, the Company may have the option or, in some cases, the requirement, to purchase the remaining interest. Generally, the Company’s option or requirement to purchase the incremental ownership interest coincides with the final payment of the purchase price obligation obligations related to the Company’s initial majority acquisition. If the Company subsequently acquires the remaining incremental ownership interest, the acquisition fair value of the purchase price, net of any cash paid at closing, is recorded as a liability, any noncontrolling interests are removed and any difference between the purchase price and noncontrolling interest is recorded to additional paid-in capital.

The Deferred Acquisition Consideration and Redeemable Noncontrolling Interests are impacted by (i) present value adjustments to accrete the acquisition date fair value of the obligation to the estimated future payment amount at the reporting date, and (ii) changes in the estimated future payment obligation resulting from the underlying subsidiary’s financial performance. Redeemable Noncontrolling Interests are not adjusted below the related initial redemption value. Significant changes in financial performance and metrics, such as profit margins and growth rates among others, relative to expectations could result in adjustments to redemption value. In addition, the Deferred Acquisition Consideration and Redeemable Noncontrolling Interests could be materially impacted by future acquisition activity, including acquisitions of incremental ownership of the Company's majority-owned subsidiaries, and the particular structure of such acquisitions.

As result, and due to the factors noted above, the Company does not have a view of the future trajectory and quantification of potential changes in the Deferred Acquisition Consideration and Redeemable Noncontrolling Interests.

The following table presents the changes in the Deferred Acquisition Consideration, which relates entirely to our Advertising and Communications segment for the twelve months ended December 31, 2015:

	Advertising and Communications
Beginning Balance of contingent payments	$	172,227
Payments	(77,301		)
Grants (1)	174,530
Redemption value adjustments (2)	41,636
Foreign translation adjustment	(4,358		)
Ending Balance of contingent payments	306,734
Fixed payments	40,370
	$	347,104

(1) Grants are the initial estimated deferred acquisition payments of new acquisitions and step-up transactions.

(2) Redemption value adjustments are fair value changes from the Company's initial estimates of deferred acquisition payments, including the accretion of present value and stock-based compensation charges relating to acquisition payments that are tied to continued employment.

Included in grants (above) are Deferred Acquisition Consideration obligations recorded in connection with the Company's acquisitions. During the period, the Company completed two new acquisitions and recorded deferred acquisition consideration obligations and Redeemable Noncontrolling Interests with acquisition date fair values of $32.3 million and $2.0 million, respectively. Of the $32.3 million of additional deferred acquisition consideration related to new acquisitions, $31.7 million represents payments contingent on the future financial results of the acquired entities and $0.6 is a fixed amount. The Company also acquired incremental ownerships in several of its majority-owned subsidiaries and recorded deferred acquisition obligations with an acquisition date fair value of $163.4 million and reduced Redeemable Noncontrolling Interests by $149.3 million. Of the $163.4 million of additional deferred acquisition consideration related to the acquisition of incremental ownerships, $142.9 million represents payments contingent on the future financial results of the underlying businesses and $20.5 million represents fixed amounts.

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Put Rights of Subsidiaries’ Noncontrolling Shareholders

As noted above, noncontrolling shareholders in certain subsidiaries have the right in certain circumstances to require the Company to acquire the remaining ownership interests held by them. The noncontrolling shareholders’ ability to exercise any such option right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise and specific employment termination conditions. In addition, these rights cannot be exercised prior to specified staggered exercise dates. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts during 2016 to 2022. It is not determinable, at this time, if or when the owners of these rights will exercise all or a portion of these rights.

The amount payable by the Company in the event such contractual rights are exercised is dependent on various valuation formulas and on future events, such as the average earnings of the relevant subsidiary through that date of exercise, the growth rate of the earnings of the relevant subsidiary during that period, and, in some cases, the currency exchange rate at the date of payment.

Management estimates, assuming that the subsidiaries owned by the Company at December 31, 2015 perform over the relevant future periods at their trailing twelve-month earnings level, that these rights, if all are exercised, could require the Company to pay an aggregate amount of approximately $18.0 million to the owners of such rights in future periods to acquire such ownership interests in the relevant subsidiaries. Of this amount, the Company is entitled, at its option, to fund approximately $0.1 million by the issuance of share capital.

In addition, the Company is obligated under similar put option rights to pay an aggregate amount of approximately $48.9 million only upon termination of such owner's employment with the applicable subsidiary or death.

The amount the Company would be required to pay to the holders should the Company acquire the remaining ownership interests is $2.6 million less than the initial redemption value recorded in Redeemable Noncontrolling Interests.

The Company intends to finance the cash portion of these contingent payment obligations using available cash from operations, borrowings under the Credit Agreement (and refinancings thereof) and, if necessary, through the incurrence of additional debt. The ultimate amount payable and the incremental operating income in the future relating to these transactions will vary because it is dependent on the future results of operations of the subject businesses and the timing of when these rights are exercised. Approximately $2.5 million of the estimated $18.0 million that the Company would be required to pay subsidiaries noncontrolling shareholders upon the exercise of outstanding contractual rights, relates to rights exercisable within the next twelve months. Upon the settlement of the total amount of such options to purchase, the Company estimates that it would receive incremental operating income before depreciation and amortization of $5.3 million.

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The following table summarizes the potential timing of the consideration and incremental operating income before depreciation and amortization based on assumptions as described above.

Consideration(4)	2016		2017		2018		2019		2020 & Thereafter		Total
	(Dollars in Millions)
Cash	$	2.5	$	1.8	$	3.3	$	1.9	$	8.4	$	17.9
Shares	—		—		0.1		—		—		0.1
	$	2.5	$	1.8	$	3.4	$	1.9	$	8.4	$	18.0	(1)
Operating income before depreciation and amortization to be received (2)	$	1.1	$	—	$	2.4	$	—	$	1.8	$	5.3
Cumulative operating income before depreciation and amortization (3)	$	1.1	$	1.1	$	3.5	$	3.5	$	5.3			(5)

(1) This amount is in addition to $48.9 million of (i) options to purchase only exercisable upon termination not within the control of the Company, or death, and (ii) 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.

(2) This financial measure is presented because it is the basis of the calculation used in the underlying agreements relating to the put rights and is based on actual operating results. This amount represents additional amounts to be attributable to MDC Partners Inc., commencing in the year the put is exercised.

(3) Cumulative operating income before depreciation and amortization represents the cumulative amounts to be received by the Company.

(4) The timing of consideration to be paid varies by contract and does not necessarily correspond to the date of the exercise of the put.

(5) Amounts are not presented as they would not be meaningful due to multiple periods included.

Guarantees

Generally, the Company has indemnified the purchasers of certain of its assets in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification guarantees typically extend for several years. Historically, the Company has not made any significant indemnification payments under such agreements and no provision has been accrued in the accompanying consolidated financial statements with respect to these indemnification guarantees. The Company continues to monitor the conditions that are subject to guarantees and indemnifications to identify whether it is probable that a loss has occurred, and would recognize any such losses under any guarantees or indemnifications in the period when those losses are probable and estimable.

Transactions With Related Parties

Services Agreement with Former CEO

On April 25, 2007, the Company entered into a Management Services Agreement (as amended and restated on May 6, 2013, the “Services Agreement”) with Miles Nadal and with Nadal Management, Inc. to set forth the terms and conditions on which Miles Nadal previously provided services to the Company as its Chief Executive Officer. In connection with Mr. Nadal’s resignation on July 20, 2015, the Company and Mr. Nadal terminated the Services Agreement and entered into a separation agreement (the “Separation Agreement”), dated as of July 20, 2015. Pursuant to the Separation Agreement, Mr. Nadal agreed, among other things, to: (i) repay to the Company $1,877,000 in connection with certain amounts paid to or for the benefit of Mr. Nadal and an affiliate; (ii) repay to the Company $10,581,605 in connection with amounts required to be repaid pursuant to cash bonus awards previously paid to Mr. Nadal, with such repayments to be made in five installments, with the last to be paid on December 31, 2017; and (iii) customary non-disparagement and confidentiality obligations, reaffirmation of restrictive covenants, and an intellectual property rights assignment. Mr. Nadal was not paid any compensation payments or severance under the Separation Agreement.

Use of Private Aircraft Through July 2015

Beginning in 2014 and during the first six months of 2015, MDC chartered for business purposes an airplane and helicopter (together, the “Aircraft”) owned by entities controlled by Mr. Nadal and leased to an independent corporate aircraft management company. Entities controlled by Mr. Nadal paid for the purchases of the Aircraft and were legally responsible and have paid for all operating, personnel and maintenance costs associated with the Aircraft’s operations.  Payments by third parties to charter the Aircraft from the corporate aircraft management company offset a portion of the costs. Payments by MDC for the business use

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of the Aircraft by Mr. Nadal were made to the corporate aircraft management company at a fixed hourly rate set forth in the aircraft service agreement between the aircraft management company and entities controlled by Mr. Nadal.  In the first and second quarter of 2015, MDC paid a total of $397,767 for the business use of the Aircraft. Promptly following Mr. Nadal's resignation on July 20, 2015, the Company prohibited the use of private aircraft travel by its directors and executive officers.

Employee Relationships

From May 2015 to December 31, 2015, Lori Senecal held the dual titles of President and Chief Executive Officer of The MDC Partner Network and Chief Executive Officer of Partner Firm Crispin Porter & Bogusky (“CPB”). As of January 1, 2016, Ms. Senecal assumed the exclusive role as Global Chief Executive Officer of CPB. Ms. Senecal's husband, William Grogan, has been employed by the Company since July 1, 2015 as President of Global Accounts. In 2015, Mr. Grogan's total compensation from the Company and its affiliate (kbs+), including salary, bonus, and other benefits, totaled approximately $943,000. His compensation is commensurate with that of his peers.

Scott Kauffman is Chairman and Chief Executive Officer of the Company. His daughter, Sarah Kauffman, has been employed by Partner Firm kbs+ since July 2011, and currently acts as Director of Operations, Attention Partners. In 2015, her total compensation, including salary, bonus and other benefits, totaled approximately $125,000. Her compensation is commensurate with that of her peers.

Union Advertising; Peerage Realty and Baker Real Estate

In 2015, Union Advertising Canada LP (“Union”), a Partner Firm, provided certain website development and related marketing services to each of Peerage Realty Partners (“Peerage”) and Peerage’s subsidiary, Baker Real Estate Incorporated (“Baker”). Miles Nadal, the Company’s former CEO, is the majority equity owner of Peerage and Baker. The amount of fees paid by each of Peerage and Baker in respect of these services in 2015 was $130,662, which fees were customary for these types of services.

The Company's Board of Directors, through its Audit Committee, reviewed and approved each of these related party transactions.

Critical Accounting Policies

The following summary of accounting policies has been prepared to assist in better understanding the Company’s consolidated financial statements and the related management discussion and analysis. Readers are encouraged to consider this information together with the Company’s consolidated financial statements and the related notes to the consolidated financial statements as included herein for a more complete understanding of accounting policies discussed below.

Estimates.  The preparation of the Company’s financial statements in conformity with “US GAAP,” requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities (including goodwill, intangible assets, redeemable noncontrolling interests and deferred acquisition consideration), valuation allowances for receivables, deferred income tax assets and stock-based compensation, as well as the reported amounts of revenue and expenses during the reporting period. The statements are evaluated on an ongoing basis and estimates are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. Actual results can differ from those estimates, and it is possible that the differences could be material.

Revenue Recognition.  The Company’s revenue recognition policies are as required by the Revenue Recognition topics of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (“ASC”). The Company earns revenue from agency arrangements in the form of retainer fees or commissions; from short-term project arrangements in the form of fixed fees or per diem fees for services; and from incentives or bonuses. A small portion of the Company’s contractual arrangements with clients includes performance incentive provisions, which allow the Company to earn additional revenues as a result of its performance relative to both quantitative and qualitative goals. The Company records revenue net of sales and other taxes, when persuasive evidence of an arrangement exists, services are provided or upon delivery of the products when ownership and risk of loss has transferred to the customer, the selling price is fixed or determinable and collection of the resulting receivable is reasonably assured.

The Company recognizes the incentive portion of revenue under these arrangements when specific quantitative goals are assured, or when the Company’s clients determine performance against qualitative goals has been achieved. In all circumstances, revenue is only recognized when collection is reasonably assured. The Company records revenue net of sales and other taxes due to be collected and remitted to governmental authorities. In the majority of the Company’s businesses, the Company acts as an agent and records revenue equal to the net amount retained, when the fee or commission is earned. In certain arrangements, the Company acts as principal and contracts directly with suppliers for third party media and production costs. In these arrangements, revenue is recorded at the gross amount billed. Additional information about our revenue recognition policy appears in Note 2 to the Notes to the Consolidated Financial Statements included herein.

Business Combinations.  The Company has historically made, and expects to continue to make, selective acquisitions of marketing communications businesses. In making acquisitions, the price paid is determined by various factors, including service

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offerings, competitive position, reputation and geographic coverage, as well as prior experience and judgment. Due to the nature of advertising, marketing and corporate communications services companies; the companies acquired frequently have significant identifiable intangible assets, which primarily consist of customer relationships. The Company has determined that certain intangibles (trademarks) have an indefinite life, as there are no legal, regulatory, contractual, or economic factors that limit the useful life.

Valuations of acquired companies are based on a number of factors, including specialized know-how, reputation, competitive position and service offerings. Our acquisition strategy has been to focus on acquiring the expertise of an assembled workforce in order to continue building upon the core capabilities of our various strategic business platforms to better serve our clients. Consistent with our acquisition strategy and past practice of acquiring a majority ownership position, most acquisitions include an initial payment at the time of closing and provide for future additional contingent purchase price payments. Contingent purchase price obligations for these transactions are recorded as a liability and are derived from the performance of the acquired entity and are based on predetermined formulas. These various contractual valuation formulas that may be dependent on future events, such as the growth rate of the earnings of the relevant subsidiary during the contractual period, and, in some cases, the currency exchange rate on the date of payment. The liability is adjusted quarterly based on changes in current information affecting each subsidiary's current operating results and the impact this information will have on future results included in the calculation of the estimated liability. In addition, changes in various contractual valuation formulas as well as adjustments to present value impact quarterly adjustments. These adjustments are recorded in results of operations. In addition, certain acquisitions also include options to purchase additional equity ownership interests. The estimated value of these interests are recorded as redeemable noncontrolling interests.

For each of the Company's acquisitions, a detailed review is undertaken to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. Like most service businesses, a substantial portion of the intangible asset value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets that the Company acquires is derived from customer relationships, including the related customer contracts, as well as trade names. In executing our acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand our existing client relationships. The expected benefits of our acquisitions are typically shared across multiple agencies and regions.

Acquisitions, Goodwill and Other Intangibles.  The Company reviews goodwill and other intangible assets with indefinite lives not subject to amortization for impairment annually as of October 1st of each year or more frequently if indicators of potential impairment exist.

For goodwill, impairment is assessed at the reporting unit level. Each Partner Firm is a component business of the Advertising and Communications Segment. Partner Firms that share similar economic characteristics are aggregated into single reporting units.

The Partner Firms within each of the reporting units provide similar services and serve similar clients across various industries, and in many cases the same clients. The main economic components of each Partner Firm are employee compensation and related costs, direct service costs, and office and general costs.

The Company has the option of assessing qualitative factors to determine whether it is more likely than not that the carrying amount of a reporting unit exceeds its fair value or performing the two-step goodwill impairment test. Qualitative factors considered in the assessment include industry and market considerations, the competitive environment, overall financial performance, changing cost factors such as labor costs, and other factors specific to each reporting unit such as change in management or key personnel.

If the Company elects to perform the qualitative assessment and concludes that it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then goodwill is not considered impaired and the two-step goodwill impairment test is not necessary. For reporting units for which the qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount and for reporting units for which the qualitative assessment is not performed, the Company will perform the first step of the goodwill impairment test, which compares the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not considered impaired and additional analysis is not required. However, if the carrying amount of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the second step of the goodwill impairment test must be performed to determine the implied fair value of the reporting unit's goodwill. If the Company determines during the second step that the carrying amount of a reporting unit's goodwill exceeds its implied fair value, an impairment loss equal to the difference is recorded.

Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The Company's goodwill impairment test uses the income approach to estimate a reporting unit's fair value. The income approach is based on a

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discounted cash flow (“DCF”) method. The DCF method requires the exercise of significant judgment, including judgment about the amount and timing of expected future cash flows, assumed terminal value and appropriate discount rates.

The DCF estimates incorporate expected cash flows that represent a spectrum of the amount and timing of possible cash flows of each reporting unit from a market participant perspective. The expected cash flows are developed as part of the Company's routine long-range planning process using projections of revenue and expenses and related cash flows based on assumed long-term growth rates and demand trends and appropriate discount rates based on a reporting units weighted average cost of capital (“WACC”) as determined by considering the observable weighted average cost of capital of comparable companies and factors specific to the reporting unit (for example, size). The terminal value is estimated using a constant growth method which requires an assumption about the expected long-term growth rate. The estimates are based on historical data and experience, industry projections, economic conditions, and the Company's expectations.

The Company's reporting units vary in size with respect to revenue and operating profits. These differences drive variations in fair value of the reporting units. In addition, these differences as well as differences in book value, including goodwill, cause variations in the amount by which fair value exceeds the carrying amount of the reporting units. The reporting unit goodwill balances vary by reporting unit primarily because it relates specifically to the Partner Firm's goodwill which was determined at the date of acquisition.

For the 2014 annual impairment assessment we had ten reporting units. Three were subject to the qualitative assessment and seven were subject to the two-step test. The Company concluded that there were no goodwill impairments.

During the fourth quarter of 2015, the Company implemented organization changes that resulted in changes to the reporting units. For the 2015 annual impairment assessment, the Company had 13 reporting units. All of the reporting units were subject to the two-step test. As a result of the changes in the reporting units, the Company performed the 2015 goodwill impairment testing on both the previous and new reporting unit structure. The Company concludes that there were no goodwill impairments under both the old and new reporting unit structures.

For the 2015 goodwill impairment testing, the Company used several assumptions. The Company assumed a 3% long-term growth rate and used the Gordon Growth model to calculate the terminal value. In addition, the range of assumptions for the WACC were 8.92% to 11.95%. The fair value of all reporting units were in excess of the carrying amount and as a result there was no impairment of goodwill. The range of the excess of the fair value over the carrying amount was from 7% to over 100%, where the fair value of nine of the reporting units were significantly in excess of the carrying amounts. The Company performed a sensitivity analysis which included an increased WACC of 100 basis points. Based on the results of that analysis, one reporting unit, which is comprised of the marketing experiential businesses, would be at risk of failing. The Company believes the estimates and assumptions used in the calculations are reasonable. However, if there was an adverse change in the facts and circumstances, then an impairment charge may be necessary in the future. The Company will monitor its reporting units to determine if there is an indicator of potential impairment. Should the fair value of any of the Company's reporting units fall below its carrying amount because of reduced operating performance, market declines, changes in the discount rate, or other conditions, charges for impairment may be necessary.

Redeemable Noncontrolling Interests.  The minority interest shareholders of certain subsidiaries have the right to require the Company to acquire their ownership interests under certain circumstances pursuant to a contractual arrangement and the Company has similar call options under the same contractual terms. The amount of consideration under the put and call rights is not a fixed amount, but rather is dependent upon various valuation formulas and on future events, such as the average earnings of the relevant subsidiary through the date of exercise and the growth rate of the earnings of the relevant subsidiary through the date of exercise.

Allowance for Doubtful Accounts. Trade receivables are stated less allowance for doubtful accounts. The allowance represents estimated uncollectible receivables usually due to customers’ potential insolvency. The allowance includes amounts for certain customers where risk of default has been specifically identified.

Income Tax Valuation Allowance. The Company records a valuation allowance against deferred income tax assets when management believes it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Management considers factors such as the reversal of deferred income tax liabilities, projected future taxable income, the character of the income tax asset, tax planning strategies, changes in tax laws and other factors. A change to any of these factors could impact the estimated valuation allowance and income tax expense.

Interest Expense.  Interest expense primarily consists of the cost of borrowing on the revolving Credit Agreement and the 6.75% Notes. The Company uses the effective interest method to amortize the original issue discount and original issue premium on the 6.75% Notes. The Company amortizes deferred financing costs using the effective interest method over the life of the 6.75% Notes and straight line over the life of the revolving Credit Agreement.

Stock-based Compensation.  The fair value method is applied to all awards granted, modified or settled. Under the fair value method, compensation cost is measured at fair value at the date of grant and is expensed over the service period that is the award’s vesting period. Awards based on performance conditions are recorded as compensation expense when the performance conditions

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are expected to be met. When awards are exercised, share capital is credited by the sum of the consideration paid together with the related portion previously credited to additional paid-in capital when compensation costs were charged against income or acquisition consideration. Stock-based awards that are settled in cash or may be settled in cash at the option of employees are recorded as liabilities. The measurement of the liability and compensation cost for these awards is based on the fair value of the award, and is recorded into operating income over the service period, that is the vesting period of the award. Changes in the Company’s payment obligation are revalued each reporting period and recorded as compensation cost over the service period in operating income.

The Company treats amounts paid by shareholders to employees as a stock-based compensation charge with a corresponding credit to additional paid-in capital.

From time to time, certain acquisitions and step-up transactions include an element of compensation related payments. The Company accounts for those payments as stock-based compensation.

New Accounting Pronouncements

Information regarding new accounting guidance can be found in Note 17 of the Notes to the Consolidated Financial Statements included herein.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

The Company is exposed to market risk related to interest rates, and foreign currencies and impairment risk.

Debt Instruments:  At December 31, 2015, the Company’s debt obligations consisted of the 6.75% Notes and the Credit Agreement. The Credit Areement bears interest at variable rates based upon the Eurodollar rate, the US bank prime rate, and the US base rate, at the Company’s option. The 6.75% Notes bear interest at a fixed rate. The Company’s ability to obtain the required bank syndication commitments depends in part on conditions in the bank market at the time of syndication. As of December 31, 2015, the Company had no borrowings under the revolving Credit Agreement. Given that there were no borrowings at December 31, 2015, a 1% increase in the weighted average interest rate, which was 4.50% at December 31, 2015, would have no interest impact.

Foreign Exchange:  While the Company primarily conducts business in markets that use the US Dollar, the Canadian Dollar, the Euro and the British Pound, its non-US operations transact business in numerous different currencies. The Company's results of operations are subject to risk from the translation to the US Dollar of the revenue and expenses of its non-US operations. The effects of currency exchange rate fluctuations on the translation of the Company's results of operations are discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and in Note 2 of the Notes to the Consolidated Financial Statements. For the most part, revenues and expenses incurred related to the non-US operations are denominated in their functional currency. This minimizes the impact that fluctuations in exchange rates will have on profit margins. Intercompany debt which is not intended to be repaid is included in cumulative translation adjustments. Translation of intercompany debt, which is not intended to be repaid, is included in cumulative translation adjustments. Translation of current intercompany balances are included in net earnings. The Company generally does not enter into foreign currency forward exchange contracts or other derivative financial instruments to hedge the effects of adverse fluctuations in foreign currency exchange rates.

The Company is exposed to foreign currency fluctuations relating to its intercompany balances between the US and Canada. For every one cent change in the foreign exchange rate between the US and Canada, the impact to the Company’s financial statements would be approximately $2.6 million.

Impairment Risk:  At December 31, 2015, the Company had goodwill of $870.3 million and other intangible assets of $72.4 million. The Company will assess the net realizable value of the goodwill and other intangible assets on a regular basis, but at least annually on October 1, to determine if the Company incurs any declines in the value of its capital investment. While the Company did not experience impairment during the year ended December 31, 2015, the Company may incur impairment charges in future periods.

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Item 8. Financial Statements and Supplementary Data

MDC PARTNERS INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

	Page
Financial Statements:
Report of Independent Registered Public Accounting Firm	42
Consolidated Statements of Operations for each of the Three Years in the Period Ended December 31, 2015	43
Consolidated Statements of Comprehensive Loss for each of the Three Years in the Period Ended December 31, 2015	44
Consolidated Balance Sheets as of December 31, 2015 and 2014	45
Consolidated Statements of Cash Flows for each of the Three Years in the Period Ended December 31, 2015	46
Consolidated Statements of Shareholders’ Deficit for each of the Three Years in the Period Ended December 31, 2015	48
Notes to Consolidated Financial Statements	51
Financial Statement Schedules:
Schedule II — Valuation and Qualifying Accounts for each of the Three Years in the Period Ended December 31, 2015	96

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Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

MDC Partners Inc.

New York, New York

We have audited the accompanying consolidated balance sheets of MDC Partners Inc. as of December 31, 2015 and 2014 and the related consolidated statements of operations, comprehensive loss, shareholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits 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 consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of MDC Partners Inc. at December 31, 2015 and 2014, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), MDC Partners Inc.'s internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 26, 2016 expressed an unqualified opinion thereon.

/s/ BDO USA, LLP

New York, New York

February 26, 2016

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MDC PARTNERS INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Thousands of United States Dollars, Except per Share Amounts)

	Years Ended December 31,
	2015			2014			2013
Revenue:
Services	$	1,326,256		$	1,223,512		$	1,062,478
Operating Expenses:
Cost of services sold	879,716			798,518			704,969
Office and general expenses	322,207			290,073			355,964
Depreciation and amortization	52,223			47,172			36,139
	1,254,146			1,135,763			1,097,072
Operating income (loss)	72,110			87,749			(34,594		)
Other Income (Expenses):
Other income, net	7,238			689			2,531
Foreign exchange loss	(39,328		)	(18,482		)	(5,516		)
Interest expense and finance charges	(57,903		)	(55,265		)	(45,110		)
Loss on redemption of Notes	—			—			(55,588		)
Interest income	467			418			427
	(89,526		)	(72,640		)	(103,256		)
Income (loss) from continuing operations before income taxes and equity in earnings of non-consolidated affiliates	(17,416		)	15,109			(137,850		)
Income tax expense (benefit)	5,664			12,422			(4,367		)
Income (loss) from continuing operations before equity in earnings of non-consolidated affiliates	(23,080		)	2,687			(133,483		)
Equity in earnings of non-consolidated affiliates	1,058			1,406			281
Income (loss) from continuing operations	(22,022		)	4,093			(133,202		)
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes	(6,281		)	(21,260		)	(9,200		)
Net loss	(28,303		)	(17,167		)	(142,402		)
Net income attributable to the noncontrolling interests	(9,054		)	(6,890		)	(6,461		)
Net loss attributable to MDC Partners Inc.	$	(37,357	)	$	(24,057	)	$	(148,863	)
Loss Per Common Share:
Basic and Diluted
Loss from continuing operations attributable to MDC Partners Inc. common shareholders	$	(0.62	)	$	(0.06	)	$	(2.96	)
Discontinued operations attributable to MDC Partners Inc. common shareholders	(0.13		)	(0.43		)	(0.20		)
Net loss attributable to MDC Partners Inc. common shareholders	$	(0.75	)	$	(0.49	)	$	(3.16	)
Weighted Average Number of Common Shares Outstanding:
Basic and Diluted	49,875,282			49,545,350			47,108,406
Stock-based compensation expense is included in the following line items above:
Cost of services sold	$	11,710		$	9,883		$	7,222
Office and general expenses	6,086			7,813			93,183
Total	$	17,796		$	17,696		$	100,405

The accompanying notes to the consolidated financial statements are an integral part of these statements.

43

MDC PARTNERS INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Thousands of United States Dollars)

	Years Ended December 31,
	2015			2014			2013
Comprehensive Income (Loss)
Net loss	$	(28,303	)	$	(17,167	)	$	(142,402	)
Other comprehensive income (loss), net of applicable tax:
Foreign currency translation adjustment	9,564			1,736			(299		)
Benefit plan adjustment, net of income tax benefit, of nil for 2015, $1,112 for 2014, and income tax expense of $1,112 for 2013	(423		)	(10,403		)	6,936
Other comprehensive income (loss)	9,141			(8,667		)	6,637
Comprehensive loss for the year	(19,162		)	(25,834		)	(135,765		)
Comprehensive income attributable to the noncontrolling interests	(4,186		)	(5,178		)	(6,450		)
Comprehensive loss attributable to MDC Partners Inc.	$	(23,348	)	$	(31,012	)	$	(142,215	)

The accompanying notes to the consolidated financial statements are an integral part of these statements.

44

MDC PARTNERS INC.

CONSOLIDATED BALANCE SHEETS

(Thousands of United States Dollars)

	December 31,
	2015			2014
ASSETS
Current Assets:
Cash and cash equivalents	$	61,458		$	113,348
Cash held in trusts	5,122			6,419
Accounts receivable, less allowance for doubtful accounts of $1,306 and $1,409	361,044			355,295
Expenditures billable to clients	44,012			40,202
Other current assets	37,109			36,978
Total Current Assets	508,745			552,242
Fixed assets, at cost, less accumulated depreciation of $96,554 and $95,083	63,557			60,240
Investment in non-consolidated affiliates	6,263			6,110
Goodwill	870,301			851,373
Other intangible assets, net	72,382			86,121
Deferred tax asset	15,367			18,758
Other assets	53,635			74,046
Total Assets	$	1,590,250		$	1,648,890
LIABILITIES, REDEEMABLE NONCONTROLLING INTERESTS, AND SHAREHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable	$	359,568		$	316,285
Trust liability	5,122			6,419
Accruals and other liabilities	297,964			264,854
Advance billings	119,100			142,608
Current portion of long-term debt	470			534
Current portion of deferred acquisition consideration	130,400			90,804
Total Current Liabilities	912,624			821,504
Long-term debt, less current portion	741,038			742,593
Long-term portion of deferred acquisition consideration	216,704			114,564
Other liabilities	44,905			45,861
Deferred tax liabilities	92,581			77,997
Total Liabilities	2,007,852			1,802,519
Redeemable Noncontrolling Interests (Note 2)	69,471			194,951
Commitments, Contingencies and Guarantees (Note 16)
Shareholders’ Deficit:
Preferred shares, unlimited authorized, none issued	—			—
Class A Shares, no par value, unlimited authorized, 49,986,705 and 49,680,109 shares issued and outstanding in 2015 and 2014, respectively	269,841			265,817
Class B Shares, no par value, unlimited authorized, 3,755 issued and outstanding in 2015 and 2014, respectively, convertible into one Class A share	1			1
Charges in excess of capital	(315,261		)	(209,668		)
Accumulated deficit	(526,990		)	(489,633		)
Accumulated other comprehensive income (loss)	6,257			(7,752		)
MDC Partners Inc. Shareholders’ Deficit	(566,152		)	(441,235		)
Noncontrolling Interests	79,079			92,655
Total Shareholders’ Deficit	(487,073		)	(348,580		)
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders’ Deficit	$	1,590,250		$	1,648,890

The accompanying notes to the consolidated financial statements are an integral part of these statements.

45

MDC PARTNERS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of United States Dollars)

	Years Ended December 31,
	2015			2014			2013
Cash flows from operating activities:
Net loss	$	(28,303	)	$	(17,167	)	$	(142,402	)
Loss from discontinued operations	(6,281		)	(21,260		)	(9,200		)
Income (loss) from continuing operations	(22,022		)	4,093			(133,202		)
Adjustments to reconcile income (loss) from continuing operations to cash provided by operating activities:
Stock-based compensation	17,796			17,696			22,438
Depreciation	18,871			16,462			16,742
Amortization of intangibles	33,352			30,710			19,397
Amortization of deferred finance charges and debt discount	2,270			2,247			7,762
Loss on redemption of Notes	—			—			50,385
Adjustment to deferred acquisition consideration	38,887			18,652			36,143
Deferred income taxes	1,824			10,963			(5,427		)
Gain on sale of investments	(6,526		)	—			—
Earnings of non-consolidated affiliates	(1,058		)	(1,406		)	(281		)
Distributions in excess of carrying value	—			—			(3,058		)
Other and non-current assets and liabilities	4,680			(7,805		)	(9,405		)
Foreign exchange	30,185			14,821			3,004
Changes in working capital:
Accounts receivable	(4,796		)	(35,800		)	16,086
Expenditures billable to clients	(3,879		)	23,351			(4,404		)
Prepaid expenses and other current assets	1,550			(1,949		)	(7,835		)
Accounts payable, accruals and other current liabilities	76,521			51,120			30,017
Advance billings	(23,508		)	(13,805		)	17,632
Cash flows provided by continuing operating activities	164,147			129,350			55,994
Discontinued operations	(1,342		)	(1,827		)	3,305
Net cash provided by operating activities	162,805			127,523			59,299
Cash flows used in investing activities:
Capital expenditures	(23,575		)	(26,416		)	(16,809		)
Proceeds from sale of assets and investments	8,631			85			239
Acquisitions, net of cash acquired	(24,778		)	(68,344		)	(11,872		)
Distributions from non-consolidated affiliates	—			3,409			3,761
Other investments	(7,272		)	(6,312		)	(2,692		)
Cash flows used in continuing investing activities	(46,994		)	(97,578		)	(27,373		)
Discontinued operations	17,101			(2,108		)	(2,751		)
Net cash used in investing activities	(29,893		)	(99,686		)	(30,124		)

The accompanying notes to the consolidated financial statements are an integral part of these statements.

46

MDC PARTNERS INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Thousands of United States Dollars) – (continued)

	Years Ended December 31,
	2015			2014			2013
Cash flows (used in) provided by financing activities:
Proceeds from issuance of 6.75% Notes	—			78,937			664,125
Repayment of 11% Notes	—			—			(425,000		)
Repayments of revolving credit facility	(703,020		)	(378,985		)	(49,450		)
Proceeds from revolving credit facility	703,020			378,985			49,450
Acquisition related payments	(134,056		)	(78,322		)	(119,572		)
Cash overdraft	(1,410		)	37,835			4,976
Distributions to noncontrolling interests	(9,503		)	(6,523		)	(5,525		)
Proceeds from exercise of options	224			—			—
Payment of dividends	(42,313		)	(37,698		)	(22,047		)
Repayment of long-term debt	(534		)	(656		)	(743		)
Premium paid on redemption of Notes	—			—			(50,385		)
Deferred financing costs	—			(3,659		)	(20,815		)
Purchase of shares	(2,388		)	(5,414		)	(13,817		)
Other	—			112			561
Cash flows (used in) provided by continuing financing activities	(189,980		)	(15,388		)	11,758
Discontinued operations	(40		)	(40		)	(1,266		)
Net cash (used in) provided by financing activities	(190,020		)	(15,428		)	10,492
Effect of exchange rate changes on cash and cash equivalents	5,218			(1,068		)	2,010
(Decrease) increase in cash and cash equivalents	(51,890		)	11,341			41,677
Cash and cash equivalents at beginning of year	113,348			102,007			60,330
Cash and cash equivalents at end of year	$	61,458		$	113,348		$	102,007
Supplemental disclosures:
Cash income taxes paid	$	1,887		$	431		$	919
Cash interest paid	$	52,666		$	49,253		$	38,727
Change in cash held in trusts	$	(1,297	)	$	6,419		$	—
Non-cash transactions:
Capital leases	$	140		$	773		$	595
Note receivable exchanged for shares of subsidiary	$	—		$	1,746		$	—
Dividends payable	$	912		$	1,347		$	1,793

The accompanying notes to the consolidated financial statements are an integral part of these statements.

47

MDC PARTNERS INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(Thousands of United States Dollars)

	Common Stock								Share Capital to Be Issued			Additional Paid-in Capital			Charges in Excess of Capital			Accumulated Deficit			Stock Subscription Receivable			Accumulated Other Comprehensive Loss			MDC Partners Inc. Shareholders’ Deficit			Noncontrolling Interests			Total Shareholders’ Deficit
	Class A					Class B
	Shares		Amount			Shares	Amount		Shares	Amount
Balance at December 31, 2012	46,611,252		$	253,869		3,755	$	1	42,000	$	424	$	—		$	(72,913	)	$	(316,713	)	$	(55	)	$	(7,445	)	$	(142,832	)	$	58,022		$	(84,810	)
Net loss attributable to MDC Partners	—		—			—	—		—	—		—			—			(148,863		)	—			—			(148,863		)	—			(148,863		)
Other comprehensive income (loss)	—		—			—	—		—	—		—			—			—			—			6,648			6,648			(11		)	6,637
Equity Value Appreciation Awards	2,201,676		16,210			—	—		—	—		(16,210		)	—			—			—			—			—			—			—
Stock Appreciation Rights exercised	221,384		387			—	—		—	—		(387		)	—			—			—			—			—			—			—
Shares acquired and cancelled	(593,156	)	(13,817		)	—	—		—	—		—			—			—			—			—			(13,817		)	—			(13,817		)
Issuance of restricted stock	651,271		6,006			—	—		—	—		(6,006		)	—			—			—			—			—			—			—
Stock-based compensation	—		—			—	—		—	—		16,083			—			—			—			—			16,083			—			16,083
Changes in redemption value of redeemable noncontrolling interests	—		—			—	—		—	—		(35,689		)	—			—			—			—			(35,689		)	—			(35,689		)
Decrease in noncontrolling interests and redeemable noncontrolling interests from business acquisitions and step-up transactions	—		—			—	—		—	—		11,074			—			—			—			—			11,074			(16,013		)	(4,939		)
Increase in noncontrolling interests from business acquisitions	—		—			—	—		—	—		—			—			—			—			—			—			11,090			11,090
Dividends paid and to be paid	—		—			—	—		—	—		(22,865		)	—			—			—			—			(22,865		)	—			(22,865		)
Other	—		—			—	—		—	—		561			—			—			—			—			561			—			561
Transfer to charges in excess of capital	—		—			—	—		—	—		53,439			(53,439		)	—			—			—			—			—			—
Balance at December 31, 2013	49,092,427		$	262,655		3,755	$	1	42,000	$	424	$	—		$	(126,352	)	$	(465,576	)	$	(55	)	$	(797	)	$	(329,700	)	$	53,088		$	(276,612	)

The accompanying notes to the consolidated financial statements are an integral part of these statements.

48

MDC PARTNERS INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(Thousands of United States Dollars) – (continued)

	Common Stock								Share Capital to Be Issued					Additional Paid-in Capital			Charges in Excess of Capital			Accumulated Deficit			Stock Subscription Receivable			Accumulated Other Comprehensive Loss			MDC Partners Inc. Shareholders’ Deficit			Noncontrolling Interests			Total Shareholders’ Deficit
	Class A					Class B
	Shares		Amount			Shares	Amount		Shares		Amount
Balance at December 31, 2013	49,092,427		$	262,655		3,755	$	1	42,000		$	424		$	—		$	(126,352	)	$	(465,576	)	$	(55	)	$	(797	)	$	(329,700	)	$	53,088		$	(276,612	)
Net loss attributable to MDC Partners	—		—			—	—		—		—			—			—			(24,057		)	—			—			(24,057		)	—			(24,057		)
Other comprehensive income (loss)	—		—			—	—		—		—			—			—			—			—			(6,955		)	(6,955		)	(1,712		)	(8,667		)
Issuance of restricted stock	761,686		7,661			—	—		—		—			(7,661		)	—			—			—			—			—			—			—
Shares acquired and cancelled	(216,004	)	(5,414		)	—	—		—		—			—			—			—			—			—			(5,414		)	—			(5,414		)
Stock Subscription Receivable	—		—			—	—		—		—			—			—			—			55			—			55			—			55
Stock-based compensation	—		—			—	—		—		—			9,868			—			—			—			—			9,868			—			9,868
Changes in redemption value of redeemable noncontrolling interests	—		—			—	—		—		—			(38,850		)	—			—			—			—			(38,850		)	—			(38,850		)
Decrease in noncontrolling interests and redeemable noncontrolling interests from business acquisitions and step-up transactions	—		—			—	—		—		—			(8,992		)	—			—			—			—			(8,992		)	(8,839		)	(17,831		)
Increase in noncontrolling interests from business acquisitions	—		—			—	—		—		—			—			—			—			—			—			—			50,118			50,118
Dividends paid and to be paid	—		—			—	—		—		—			(37,244		)	—			—			—			—			(37,244		)	—			(37,244		)
Other	42,000		915			—	—		(42,000	)	(424		)	(437		)	—			—			—			—			54			—			54
Transfer to charges in excess of capital	—		—			—	—		—		—			83,316			(83,316		)	—			—			—			—			—			—
Balance at December 31, 2014	49,680,109		$	265,817		3,755	$	1	—		$	—		$	—		$	(209,668	)	$	(489,633	)	$	—		$	(7,752	)	$	(441,235	)	$	92,655		$	(348,580	)

The accompanying notes to the consolidated financial statements are an integral part of these statements.

49

MDC PARTNERS INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ DEFICIT

(Thousands of United States Dollars) – (continued)

	Common Stock								Share Capital to Be Issued			Additional Paid-in Capital			Charges in Excess of Capital			Accumulated Deficit			Stock Subscription Receivable		Accumulated Other Comprehensive Loss			MDC Partners Inc. Shareholders’ Deficit			Noncontrolling Interests			Total Shareholders’ Deficit
	Class A					Class B
	Shares		Amount			Shares	Amount		Shares	Amount
Balance at December 31, 2014	49,680,109		$	265,817		3,755	$	1	—	$	—	$	—		$	(209,668	)	$	(489,633	)	$	—	$	(7,752	)	$	(441,235	)	$	92,655		$	(348,580	)
Net loss attributable to MDC Partners	—		—			—	—		—	—		—			—			(37,357		)	—		—			(37,357		)	—			(37,357		)
Other comprehensive income (loss)	—		—			—	—		—	—		—			—			—			—		14,009			14,009			(4,868		)	9,141
Issuance of restricted stock	365,873		6,069			—	—		—	—		(6,069		)	—			—			—		—			—			—			—
Shares acquired and cancelled	(96,777	)	(2,388		)	—	—		—	—		—			—			—			—		—			(2,388		)	—			(2,388		)
Options exercised	37,500		343			—	—		—	—		(119		)	—			—			—		—			224			—			224
Stock-based compensation	—		—			—	—		—	—		8,437			—			—			—		—			8,437			—			8,437
Changes in redemption value of redeemable noncontrolling interests	—		—			—	—		—	—		(22,809		)	—			—			—		—			(22,809		)	—			(22,809		)
Decrease in noncontrolling interests and redeemable noncontrolling interests from business acquisitions and step-up transactions	—		—			—	—		—	—		(42,780		)	—			—			—		—			(42,780		)	(8,708		)	(51,488		)
Dividends paid and to be paid	—		—			—	—		—	—		(42,253		)	—			—			—		—			(42,253		)	—			(42,253		)
Transfer to charges in excess of capital	—		—			—	—		—	—		105,593			(105,593		)	—			—		—			—			—			—
Balance at December 31, 2015	49,986,705		$	269,841		3,755	$	1	—	$	—	$	—		$	(315,261	)	$	(526,990	)	$	—	$	6,257		$	(566,152	)	$	79,079		$	(487,073	)

The accompanying notes to the consolidated financial statements are an integral part of these statements.

50

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Except per Share Amounts)

1. Basis of Presentation

MDC Partners Inc. (the “Company” or “MDC”) has prepared the consolidated financial statements included herein pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and in accordance with generally accepted accounting principles of the United States of America (“US GAAP”).

During the fourth quarter of 2015, the Company changed its reportable segment to coincide with the new reporting structure. The reporting structure was modified to reflect the approach the Chief Operating Decision Maker (“CODM”) utilizes to make decisions about the Company. Prior year segment reporting has been recast to reflect the new reportable segment.

Nature of Operations

MDC Partners Inc., formerly MDC Corporation Inc., is incorporated under the laws of Canada. The Company commenced using the name MDC Partners Inc. on November 1, 2003 and legally changed its name through amalgamation with a wholly-owned subsidiary on January 1, 2004. The Company’s operations are in primarily one reportable segment — the Advertising and Communications Segment. The segment operates primarily in the US, Canada, Europe, Asia, and Latin America. See Note 14, “Segment Information,” for further descriptions.

2. Significant Accounting Policies

The Company’s significant accounting policies are summarized as follows:

Principles of Consolidation.  The accompanying consolidated financial statements include the accounts of MDC Partners Inc. and its domestic and international controlled subsidiaries that are not considered variable interest entities, and variable interest entities for which the Company is the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation.

Reclassifications. Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation.

Use of Estimates.  The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, contingent deferred acquisition consideration, valuation allowances for receivables, deferred tax assets and the amounts of revenue and expenses reported during the period. These estimates are evaluated on an ongoing basis and are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. Actual results could differ from these estimates.

Fair Value.  The Company applies the fair value measurement guidance of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (the “ASC”) Topic 820, Fair Value Measurements, for financial assets and liabilities that are required to be measured at fair value and for nonfinancial assets and liabilities that are not required to be measured at fair value on a recurring basis, including goodwill and other identifiable intangible assets. The measurement of fair value requires the use of techniques based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The inputs create the following fair value hierarchy:

• Level 1 - Quoted prices for identical instruments in active markets.

• Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable.

• Level 3 - Instruments where significant value drivers are unobservable to third parties.

When available, the Company uses quoted market prices to determine the fair value of its financial instruments and classifies such items in Level 1. In some cases, quoted market prices are used for similar instruments in active markets and the Company classifies such items in Level 2.

Concentration of Credit Risk.  The Company provides marketing communications services to clients who operate in most industry sectors. Credit is granted to qualified clients in the ordinary course of business. Due to the diversified nature of the Company’s client base, the Company does not believe that it is exposed to a concentration of credit risk. No client accounted for more than 10% of the Company’s consolidated accounts receivable as of December 31, 2015 and 2014. No clients accounted for 10% of the Company's revenue in each of the years ended December 31, 2015, 2014, and 2013.

51

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

2. Significant Accounting Policies – (continued)

Cash and Cash Equivalents.  The Company’s cash equivalents are primarily comprised of investments in overnight interest-bearing deposits, commercial paper and money market instruments and other short-term investments with original maturity dates of three months or less at the time of purchase. The Company has a concentration of credit risk in that there are cash deposits in excess of federally insured amounts.

Cash in Trust. A subsidiary of the Company holds restricted cash in trust accounts related to funds received on behalf of clients.  Such amounts are held in escrow under depositary service agreements and distributed at the direction of the clients.  The funds are presented as a corresponding liability on the balance sheet.

Allowance for Doubtful Accounts.  Trade receivables are stated at invoiced amounts less allowances for doubtful accounts. The allowances represent estimated uncollectible receivables associated with potential customer defaults usually due to customers’ potential insolvency. The allowances include amounts for certain customers where a risk of default has been specifically identified. The assessment of the likelihood of customer defaults is based on various factors, including the length of time the receivables are past due, historical experience and existing economic conditions.

Expenditures Billable to Clients.  Expenditures billable to clients consist principally of outside vendor costs incurred on behalf of clients when providing advertising, marketing and corporate communications services that have not yet been invoiced to clients. Such amounts are invoiced to clients at various times over the course of the production process.

Fixed Assets.  Fixed assets are stated at cost, net of accumulated depreciation. Computers, furniture and fixtures are depreciated on a straight-line basis over periods of three to seven years. Leasehold improvements are depreciated on a straight-line basis over the lesser of the term of the related lease or the estimated useful life of the asset. Repairs and maintenance costs are expensed as incurred.

Impairment of Long-lived Assets.  In accordance with the FASB ASC, a long-lived asset or asset group is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. When such events occur, the Company compares the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group to the carrying amount of such asset or asset group. If this comparison indicates that there is an impairment, the amount of the impairment is typically calculated using discounted expected future cash flows where observable fair values are not readily determinable. The discount rate applied to these cash flows is based on the Company’s weighted average cost of capital, risk adjusted where appropriate.

Equity Method Investments.  The equity method is used to account for investments in entities in which the Company has an ownership interest of less than 50% and has significant influence, or joint control by contractual arrangement, (i) over the operating and financial policies of the affiliate or (ii) has an ownership interest greater than 50%; however, the substantive participating rights of the noncontrolling interest shareholders preclude the Company from exercising unilateral control over the operating and financial policies of the affiliate. The Company’s investments accounted for using the equity method include a 30% undivided interest in a real estate joint venture and various interests in investment funds. In 2013, the Company recorded a distribution of $3,096 from this real estate joint venture, of which $3,058 was in excess of the Company's carrying amount and has been recorded as a gain in equity in earnings of non-consolidated affiliates. The Company’s management periodically evaluates these investments to determine if there has been a decline in value that is other than temporary. These investments are included in investments in non-consolidated affiliates.

During the year ended December 31, 2015, the Company sold its ownership in one of these equity method investments for $2,094 and recognized a gain of $1,086 in Other income.

Cost Method Investments.  From time to time, the Company makes non-material cost based investments in start-up advertising technology companies and innovative consumer product companies where the Company does not exercise significant influence over the operating and financial policies of the investee. The total net cost basis of these investments, which is included in Other Assets on the balance sheet, as of December 31, 2015 and 2014 was $11,763 and $10,196, respectively. These investments are periodically evaluated to determine whether a significant event or change in circumstances has occurred that may impact the fair value of each investment other than temporary declines below book value. A variety of factors are considered when determining if a decline is other than temporary, including, among others, the financial condition and prospects of the investee, as well as the Company’s investment intent.

During the year ended December 31, 2015, the Company sold its ownership in six of these cost method investments for an aggregate purchase price of $11,364 and recognized a gain of $5,440 in Other income.

52

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

2. Significant Accounting Policies – (continued)

In addition, the Company's partner agencies may receive minority equity interests from start-up companies in lieu of fees. During the year ended December 31, 2014, the Company liquidated two such equity interest positions in exchange for an aggregate purchase price equal to $8,248. The purchasers of these equity investments were current investors in such entities and two executive officers of our subsidiary partner agencies.

Goodwill and Indefinite Lived Intangible.  In accordance with the FASB ASC topic, Goodwill and Other Intangible Assets, goodwill and indefinite life intangible assets (trademarks) acquired as a result of a business combination which are not subject to amortization are tested for impairment annually as of October 1st of each year, or more frequently if indicators of potential impairment exist.

For goodwill, impairment is assessed at the reporting unit level. Each Partner Firm is a component business of the Advertising and Communications Segment. Partner Firms that share similar economic characteristics are aggregated into single reporting units.

The Partner Firms within each of the reporting units provide similar services and serve similar clients across various industries, and in many cases the same clients. The main economic components of each Partner Firm are employee compensation and related costs, direct service costs, and office and general costs.

The Company has the option of assessing qualitative factors to determine whether it is more likely than not that the carrying amount of a reporting unit exceeds its fair value or performing the two-step goodwill impairment test. Qualitative factors considered in the assessment include industry and market considerations, the competitive environment, overall financial performance, changing cost factors such as labor costs, and other factors specific to each reporting unit such as change in management or key personnel.

If the Company elects to perform the qualitative assessment and concludes that it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then goodwill is not considered impaired and the two-step goodwill impairment test is not necessary. For reporting units for which the qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount and for reporting units for which the qualitative assessment is not performed, the Company will perform the first step of the goodwill impairment test, which compares the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not considered impaired and additional analysis is not required. However, if the carrying amount of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the second step of the goodwill impairment test must be performed to determine the implied fair value of the reporting unit's goodwill. If the Company determines during the second step that the carrying amount of a reporting unit's goodwill exceeds its implied fair value, an impairment loss equal to the difference is recorded.

Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The Company's goodwill impairment test uses the income approach to estimate a reporting unit's fair value. The income approach is based on a discounted cash flow (“DCF”) method. The DCF method requires the exercise of significant judgment, including judgment about the amount and timing of expected future cash flows, assumed terminal value and appropriate discount rates.

The DCF estimates incorporate expected cash flows that represent a spectrum of the amount and timing of possible cash flows of each reporting unit from a market participant perspective. The expected cash flows are developed as part of the Company's routine long-range planning process using projections of revenue and expenses and related cash flows based on assumed long-term growth rates and demand trends and appropriate discount rates based on a reporting units weighted average cost of capital (“WACC”) as determined by considering the observable weighted average cost of capital of comparable companies and factors specific to the reporting unit (for example, size). The terminal value is estimated using a constant growth method which requires an assumption about the expected long-term growth rate. The estimates are based on historical data and experience, industry projections, economic conditions, and the Company's expectations.

The Company's reporting units vary in size with respect to revenue and operating profits. These differences drive variations in fair value of the reporting units. In addition, these differences as well as differences in book value, including goodwill, cause variations in the amount by which fair value exceeds the carrying amount of the reporting units. The reporting unit goodwill balances vary by reporting unit primarily because it relates specifically to the Partner Firm's goodwill which was determined at the date of acquisition.

For the 2014 annual impairment assessment the Company had ten reporting units. Three were subject to the qualitative assessment and seven were subject to the two-step test. The Company concluded that there were no goodwill impairments.

53

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

2. Significant Accounting Policies – (continued)

During the fourth quarter of 2015, the Company implemented organization changes that resulted in changes to the reporting units. For the 2015 annual impairment assessment, the Company had 13 reporting units. All of the reporting units were subject to the two-step test. As a result of the changes in the reporting units, the Company performed the 2015 goodwill impairment testing on both the previous and new reporting unit structure. The Company concludes that there were no goodwill impairments under both the old and new reporting unit structures.

For the 2015 goodwill impairment testing, the Company used several assumptions. The Company assumed a 3% long-term growth rate and used the Gordon Growth model to calculate the terminal value. In addition, the range of assumptions for the WACC were 8.92% to 11.95%. The fair value of all reporting units were in excess of the carrying amount and as a result there was no impairment of goodwill. The range of the excess of the fair value over the carrying amount was from 7% to over 100%, where the fair value of nine of the reporting units were significantly in excess of the carrying amounts. The Company performed a sensitivity analysis which included an increased WACC of 100 basis points. Based on the results of that analysis, one reporting unit, which is comprised of the marketing experiential businesses, would be at risk of failing. The Company believes the estimates and assumptions used in the calculations are reasonable. However, if there was an adverse change in the facts and circumstances, then an impairment charge may be necessary in the future. The Company will monitor its reporting units to determine if there is an indicator of potential impairment. Should the fair value of any of the Company's reporting units fall below its carrying amount because of reduced operating performance, market declines, changes in the discount rate, or other conditions, charges for impairment may be necessary.

Definite Lived Intangible Assets.  In accordance with the FASB ASC, acquired intangibles are subject to amortization over their useful lives. The method of amortization selected reflects the pattern in which the economic benefits of the specific intangible asset is consumed or otherwise used up. If that pattern cannot be reliably determined, a straight-line amortization method is used over the estimated useful life. Intangible assets that are subject to amortization are reviewed for potential impairment at least annually or whenever events or circumstances indicate that carrying amounts may not be recoverable. See also Note 8.

BusinessCombinations. Business combinationsare accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. The Company's acquisition model typically provides for an initial payment at closing and for future additional contingent purchase price obligations. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and are remeasured at each reporting period. Changes in such estimated values are recorded in the results of operations. For the years ended December 31, 2015, 2014 and 2013, $36,344, $16,467 and $35,914, respectively, related to changes in estimated value was recorded as operating expenses. For further information, see Note 14 and Note 13. For the year ended December 31, 2015, 2014, and 2013, $2,912, $6,133 and $2,066, respectively, of acquisition related costs were charged to operations.

For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. Like most service businesses, a substantial portion of the intangible asset value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the Company’s overall acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand the existing client relationships. The expected benefits of the Company’s acquisitions are typically shared across multiple agencies and regions.

Redeemable Noncontrolling Interests.  Many of the Company’s acquisitions include contractual arrangements where the noncontrolling shareholders have an option to purchase, or may require the Company to purchase, such noncontrolling shareholders' incremental ownership interests under certain circumstances and the Company has similar call options under the same contractual terms. The amount of consideration under these contractual arrangements is not a fixed amount, but rather is dependent upon various valuation formulas as described in Note 16. In the event that an incremental purchase may be required of the Company, the amounts are recorded as Redeemable Noncontrolling Interests in mezzanine equity on the balance sheet at their acquisition date fair value and adjusted for changes to their estimated redemption value through additional paid-in capital (but not less than their initial redemption value), except for foreign currency translation adjustments. These adjustments will not impact the calculation of earnings (loss) per share.

If the estimated redemption value is in excess of the fair value of the noncontrolling interests, the Company records a charge to income attributable to noncontrolling interests. For the three years ended December 31, 2015, 2014, and 2013, there were no

54

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

2. Significant Accounting Policies – (continued)

charges to income attributable to noncontrolling interests. Changes in the estimated redemption amounts of the redeemable noncontrolling interests are adjusted at each reporting period with a corresponding adjustment to equity. These adjustments will not impact the calculation of earnings (loss) per share.

The following table presents changes in Redeemable Noncontrolling Interests.

	Years Ended December 31,
	2015			2014			2013
Beginning Balance as of January 1,	$	194,951		$	148,534		$	117,953
Redemptions	(155,042		)	(4,820		)	(4,270		)
Granted (1)	7,703			13,327			—
Changes in redemption value	22,809			38,850			35,689
Currency translation adjustments	(950		)	(940		)	(838		)
Ending Balance as of December 31,	$	69,471		$	194,951		$	148,534

(1) Grants in 2015 consisted of transfers from noncontrolling interests related to step-up transactions and new acquisitions.

Subsidiary and Equity Investment Stock Transactions. Transactions involving the purchase, sale or issuance of stock of a subsidiary where control is maintained are recorded as a reduction in the redeemable noncontrolling interests or noncontrolling interests, as applicable. Any difference between the purchase price and noncontolling interest is recorded to additional paid-in capital. In circumstances where the purchase of shares of an equity investment results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in results of operations.

Variable Interest Entity.  Effective March 28, 2012, the Company invested in Doner Partners LLC (“Doner”). The Company acquired a 30% voting interest and convertible preferred interests that allow the Company to increase ordinary voting ownership to 70% at the Company’s option. The Company has determined that (i) this entity is a variable interest entity and (ii) the Company is the primary beneficiary because it receives a disproportionate share of profits and losses as compared to its ownership percentage. As such, Doner is consolidated for all periods subsequent to the date of investment.

The Company’s Credit Agreement (see Note 11) is guaranteed and secured by all of Doner’s assets.

Total assets and total liabilities of Doner included in the Company’s consolidated balance sheet at December 31, 2015 and 2014, were $122,558 and $86,047, and $223,305 and $192,340, respectively.

Guarantees.  Guarantees issued or modified by the Company to third parties after January 1, 2003 are generally recognized, at the inception or modification of the guarantee, as a liability for the obligations it has undertaken in issuing the guarantee, including its ongoing obligation to stand ready to perform over the term of the guarantee in the event that the specified triggering events or conditions occur. The initial measurement of that liability is the fair value of the guarantee. The recognition of the liability is required even if it is not probable that payments will be required under the guarantee. The Company’s liability associated with guarantees is not significant. (See Note 16.)

Revenue Recognition.  The Company’s revenue recognition policies are established in accordance with the Revenue Recognition topics of the FASB ASC, and accordingly, revenue is recognized when all of the following criteria are satisfied: (i) persuasive evidence of an arrangement exists; (ii) the selling price is fixed or determinable; (iii) services have been performed or upon delivery of the products when ownership and risk of loss has transferred to the client; and (iv) collection of the resulting receivable is reasonably assured.

The Company follows the Multiple-Element Arrangement topic of the FASB ASC, which addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities and how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting.

The Company follows the Principal Agent Consideration topic of the FASB ASC which addresses (i) whether revenue should be recorded at the gross amount billed because it has earned revenue from the sale of goods or services, or recorded at the net amount retained because it has earned a fee or commission, and (ii) that reimbursements received for out-of-pocket expenses incurred should be characterized in the income statement as revenue. Accordingly, the Company has included such reimbursed expenses in revenue.

55

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

2. Significant Accounting Policies – (continued)

The Company earns revenue from agency arrangements in the form of retainer fees or commissions; from short-term project arrangements in the form of fixed fees or per diem fees for services; and from incentives or bonuses.

Non-refundable retainer fees are generally recognized on a straight-line basis over the term of the specific customer arrangement. Commission revenue is earned and recognized upon the placement of advertisements in various media when the Company has no further performance obligations. Fixed fees for services are recognized upon completion of the earnings process and acceptance by the client. Per diem fees are recognized upon the performance of the Company’s services. In addition, for a limited number of certain service transactions, which require delivery of a number of service acts, the Company uses the proportional performance model, which generally results in revenue being recognized based on the straight-line method.

Fees billed to clients in excess of fees recognized as revenue are classified as Advanced Billings on the Company's balance sheet.

A small portion of the Company’s contractual arrangements with customers includes performance incentive provisions, which allow the Company to earn additional revenue as a result of its performance relative to both quantitative and qualitative goals. The Company recognizes the incentive portion of revenue under these arrangements when specific quantitative goals are assured, or when the Company’s clients determine performance against qualitative goals has been achieved. In all circumstances, revenue is only recognized when collection is reasonably assured. The Company records revenue net of sales and other taxes due to be collected and remitted to governmental authorities.

Cost of Services Sold.  Cost of services sold do not include depreciation charges for fixed assets.

Interest Expense.  Interest expense primarily consists of the cost of borrowing on the Company's 6.75% Senior Notes due 2020 (the “6.75% Notes”) and the Company's $325 million senior secured revolving credit agreement due 2019 (the “Credit Agreement”). The Company uses the effective interest method to amortize the deferred financing costs and original issue premium on the 6.75% Notes. The Company also uses the straight-line method to amortize the deferred financing costs on the Credit Agreement. For the years ended December 31, 2015, 2014, and 2013, interest expense included $2,543, $2,186, and $232, respectively, relating to present value adjustments for fixed deferred acquisition consideration payments.

Deferred Taxes.  The Company uses the asset and liability method of accounting for income taxes. Deferred income taxes are provided for the temporary difference between the financial reporting basis and tax basis of the Company’s assets and liabilities. Deferred tax benefits result principally from certain tax carryover benefits and from recording certain expenses in the financial statements that are not currently deductible for tax purposes and from differences between the tax and book basis of assets and liabilities recorded in connection with acquisitions. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax liabilities result principally from deductions recorded for tax purposes in excess of that recorded in the financial statements or income for financial statement purposes in excess of the amount for tax purposes. The effect of changes in tax rates is recognized in the period the rate change is enacted.

Stock-Based Compensation.  Under the fair value method, compensation cost is measured at fair value at the date of grant and is expensed over the service period, in this case the award’s vesting period. When awards are exercised, share capital is credited by the sum of the consideration paid together with the related portion previously credited to additional paid-in capital when compensation costs were charged against income or acquisition consideration.

The Company uses its historical volatility derived over the expected term of the award to determine the volatility factor used in determining the fair value of the award.

Stock-based awards that are settled in cash, or may be settled in cash at the option of employees, are recorded as liabilities. The measurement of the liability and compensation cost for these awards is based on the fair value of the award, and is recorded in operating income over the service period, in this case the awards vesting period. Changes in the Company’s payment obligation prior to the settlement date of a stock-based award are recorded as compensation cost in operating income in the period of the change. The final payment amount for such awards is established on the date of the exercise of the award by the employee.

Stock-based awards that are settled in cash or equity at the option of the Company are recorded at fair value on the date of grant and recorded as additional paid-in capital. The fair value measurement of the compensation cost for these awards is based on using the Black-Scholes option pricing-model and is recorded in operating income over the service period, in this case the award's vesting period.

For the years ended December 31, 2015, 2014, and 2013, the Company issued no stock options or similar awards.

56

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

2. Significant Accounting Policies – (continued)

During the year ended December 31, 2011, the Company issued Equity Value Appreciation Awards to its employees. During 2013, these awards resulted in the issuance of up to 1,917,000 restricted stock units and restricted stock shares. The Company measured the fair value of these awards using a lattice based model (Monte Carlo) on the date of grant. The Company used the following assumptions in calculating the fair value under the lattice model; risk free rate 1.2%, volatility 31.7%, time to maturity 2.9 years, the weighted average fair value of the awards granted was $9.37.

It is the Company’s policy for issuing shares upon the exercise of an equity incentive award to verify the amount of shares to be issued, as well as the amount of proceeds to be collected (if any) and to deliver new shares to the exercising party.

The Company has adopted the straight-line attribution method for determining the compensation cost to be recorded during each accounting period. However, awards based on performance conditions are recorded as compensation expense when the performance conditions are expected to be met. The fair value at the grant date for performance based awards granted in 2015, 2014, and 2013 was $1,741, $3,026, and $2,699, respectively.

The Company treats benefits paid by shareholders or equity members to employees as a stock-based compensation charge with a corresponding credit to additional paid-in capital.

From time to time, certain acquisitions and step-up transactions include an element of compensation related payments. The Company accounts for those payments as stock-based compensation.

Pension Costs.  Several of the Company’s US and Canadian subsidiaries offer employees access to certain defined contribution pension programs. Under the defined contribution plans, these subsidiaries, in some cases, make annual contributions to participants’ accounts which are subject to vesting. The Company’s contribution expense pursuant to these plans was $6,731, $7,503 and $6,145 for the years ended December 31, 2015, 2014, and 2013, respectively. The Company also has a defined benefit plan. See Note 18.

Income (loss) per Common Share.  Basic income (loss) per share is based upon the weighted average number of common shares outstanding during each period, including the “Share capital to be issued” as reflected in the Shareholders’ Equity on the balance sheet. Diluted income (loss) per share is based on the above, plus, if dilutive, common share equivalents, which include outstanding options, stock appreciation rights, and restricted stock units.

Foreign Currency Translation.  The Company’s financial statements were prepared in accordance with the requirements of the Foreign Currency Translation topic of the FASB ASC. The functional currency of the Company is the Canadian Dollar and it has decided to use US Dollars as its reporting currency for consolidated reporting purposes. Generally, the Company’s subsidiaries use their local currency as their functional currency. Accordingly, the currency impacts of the translation of the balance sheets of the Company’s non-US Dollar based subsidiaries to US Dollar statements are included as cumulative translation adjustments in accumulated other comprehensive income. Translation of intercompany debt, which is not intended to be repaid, is included in cumulative translation adjustments. Cumulative translation adjustments are not included in net earnings unless they are actually realized through a sale or upon complete, or substantially complete, liquidation of the Company’s net investment in the foreign operation. Translation of current intercompany balances are included in net earnings. The balance sheets of non-US Dollar based subsidiaries are translated at the period end rate. The income statements of non-US Dollar based subsidiaries are translated at average exchange rates for the period.

Gains and losses arising from the Company’s foreign currency transactions are reflected in net earnings. Unrealized gains or losses arising on the translation of certain intercompany foreign currency transactions that are of a long-term nature (that is settlement is not planned or anticipated in the future) are included as cumulative translation adjustments in accumulated other comprehensive income.

Derivative Financial Instruments.  The Company follows the Accounting for Derivative Instruments and Hedging Activities topic of the FASB ASC, which establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts and debt instruments) be recorded on the balance sheet as either an asset or liability measured at its fair value. The accounting for the change in fair value of the derivative depends on whether the instrument qualifies for and has been designated as a hedging relationship and on the type of hedging relationship. There are three types of hedging relationships: (i) a cash flow hedge, (ii) a fair value hedge, and (iii) a hedge of foreign currency exposure of a net investment in a foreign operation. The designation is based upon the exposure being hedged. Derivatives that are not hedges, or become ineffective hedges, must be adjusted to fair value through earnings.

57

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

3. Loss per Common Share

The following table sets forth the computation of basic and diluted loss per common share from continuing operations for the years ended December 31:

	2015			2014			2013
Numerator
Numerator for diluted loss per common share – income (loss) from continuing operations	$	(22,022	)	$	4,093		$	(133,202	)
Net income attributable to the noncontrolling interests	(9,054		)	(6,890		)	(6,461		)
Loss attributable to MDC Partners Inc. common shareholders from continuing operations	(31,076		)	(2,797		)	(139,663		)
Effect of dilutive securities	—			—			—
Numerator for diluted loss per common share – loss attributable to MDC Partners Inc. common shareholders from continuing operations	$	(31,076	)	$	(2,797	)	$	(139,663	)
Denominator
Denominator for basic loss per common share – weighted average common shares	49,875,282			49,545,350			47,108,406
Effect of dilutive securities:
Dilutive potential common shares	—			—			—
Denominator for diluted loss per common share – adjusted weighted shares and assumed conversions	49,875,282			49,545,350			47,108,406
Basic and Diluted loss per common share from continuing operations	$	(0.62	)	$	(0.06	)	$	(2.96	)

At December 31, 2015, 2014, and 2013, warrants, options and other rights to purchase 947,465, 1,114,681 and 1,488,958 shares of common stock, respectively, were not included in the computation of diluted loss per common share because doing so would have had an antidilutive effect.

4. Acquisitions

Valuations of acquired companies are based on a number of factors, including specialized know-how, reputation, competitive position and service offerings. The Company's acquisition strategy has been focused on acquiring the expertise of an assembled workforce in order to continue to build upon the core capabilities of its various strategic business platforms to better serve the Company's clients. The Company’s strategy includes acquiring ownership stakes in well-managed businesses with strong reputations in the industry. The Company’s model of “Perpetual Partnership” often involves acquiring a majority interest rather than a 100% interest and leaving management owners with a significant financial interest in the performance of the acquired entity for a minimum period of time, typically not less than five years. The Company’s acquisition model in this scenario typically provides for (i) an initial payment at the time of closing, (ii) additional contingent purchase price obligations based on the future performance of the acquired entity, and (iii) an option by the Company to purchase (and in some instances a requirement to so purchase) the remaining interest of the acquired entity under a predetermined formula.

Contingent purchase price obligations. The Company's contingent purchase price obligations are generally payable within a five year period following the acquisition date, and are based on (i) the achievement of specific thresholds of future earnings, and (ii) in certain cases, the growth rate of those earnings. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and adjusted at each reporting period through operating income or net interest expense, depending on the nature of the arrangement. See Note 13 for additional information on deferred acquisition consideration.

Options to purchase. When acquiring less than 100% ownership, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the option to purchase the incremental ownership is within the Company's control, the amounts are recorded as noncontrolling interests in the equity section of the Company's balance sheet. Where the incremental purchase may be required of the Company, the amounts are recorded as redeemable noncontrolling interests in mezzanine equity at their acquisition date estimated redemption value and adjusted at each reporting period for changes to their estimated redemption value through additional

58

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

4. Acquisitions  – (continued)

paid-in capital (but not less than their initial redemption value), except for foreign currency translation adjustments. On occasion, the Company may initiate a renegotiation to acquire an incremental ownership interest and the amount of consideration paid may differ materially from the balance sheet amounts. See Note 16 for additional information on redeemable noncontrolling interests.

Employment conditions. From time to time, specifically when the projected success of an acquisition is deemed to be dependent on retention of specific personnel, such acquisition may include deferred payments that are contingent upon employment terms as well as financial performance. The Company accounts for those payments through operating income as stock-based compensation over the required retention period. For the years ended December 31, 2015, 2014 and 2013, stock-based compensation included $9,357, $7,802, and $6,240, respectively, of expense relating to those payments.

Distributions to minority shareholders. If minority shareholders have the right to receive distributions based on the profitability of an acquired entity, the amount is recorded as income attributable to noncontrolling interests. However, there are circumstances when the Company acquires a majority interest and the selling shareholders waive their right to receive distributions with respect to their retained interest for a period of time, typically not less than five years.  Under this model, the right to receive such distributions typically begins concurrently with the purchase option period and, therefore, if such option is exercised at the first available date the Company may not record any minority interest over the entire period from the initial acquisition date through the acquisition date of the remaining interests.

Pro forma financial information has not been presented for 2015 acquisitions noted below since they did not have a material effect on the Company’s operating results. Included in the Company’s consolidated statement of operations for the year ended December 31, 2015 was revenue of $13,703, and net loss of $10,922, related to 2015 acquisitions.

2015 Acquisitions

Effective May 1, 2015, the Company acquired a majority of the equity interests of Y Media Labs LLC, such that following the transaction, the Company's effective ownership was 60%. Effective October 31, 2015, the Company acquired substantially 100% of the assets of Unique Influence, LLC (and certain other affiliated entities). The aggregate purchase price of these acquisitions has an estimated present value at acquisition date of $55,279 and consisted of total closing cash payments of $23,000 and additional deferred acquisition payments that will be based on the future financial results of the underlying businesses from 2015 to 2020 with final payments due in 2022. These additional deferred payments have an estimated present value at acquisition date of $32,279. An allocation of excess purchase price consideration of these acquisitions to the fair value of the net assets acquired resulted in identifiable intangibles of $16,721, consisting primarily of customer lists, trade names and covenants not to compete, and goodwill of $43,654, including the value of the assembled workforce. The identified assets have a weighted average useful life of approximately 6.3 years and will be amortized in a manner represented by the pattern in which the economic benefits of the customer contracts/relationships are realized. In addition, the Company has recorded $1,999 as the present value of redeemable noncontrolling interests. The Company expects intangibles and goodwill of $9,720 to be tax deductible.

The actual adjustments that the Company will ultimately make in finalizing the allocation of purchase price to fair value of the net assets acquired will depend on a number of factors.

In 2015, the Company acquired incremental ownership interests of Sloane & Company LLC, Anomaly Partners LLC, Allison & Partners LLC, Relevent Partners LLC, Kenna Communications LP and 72andSunny Partners LLC. In addition, the Company also entered into various non-material transactions in connection with other majority owned entities.

The aggregate purchase price for these 2015 acquisitions of incremental ownership interests had an estimated present value at transaction date of $200,822 and consisted of total closing cash payments of $37,467 and additional deferred acquisition payments that are both fixed and based on the future financial results of the underlying businesses from 2015 to 2021 with final payments due in 2022. These additional deferred payments had an estimated present value at acquisition date of $163,355. The Company reduced redeemable noncontrolling interests by $149,335 and noncontrolling interests by $8,708. The difference between the purchase price and the noncontrolling interests of $42,780 was recorded in additional paid-in capital.

2014 Acquisitions

During 2014, the Company entered into several acquisitions and various non-material transactions with certain majority owned entities. Effective January 1, 2014, the Company acquired 60% of the equity interests of Luntz Global Partners LLC. Effective February 14, 2014, the Company acquired 65% of the equity interests of Kingsdale Partners LP. On June 3, 2014, the Company acquired a 100% equity interest in The House Worldwide Ltd. On July 31, 2014, Union Advertising Canada LP acquired 100% of the issued and outstanding stock of Trapeze Media Limited (“Trapeze”). Effective August 1, 2014, the Company acquired 65% of the equity interests of Hunter PR LLC. Effective August 18, 2014, the Company acquired a 75% interest in Albion Brand

59

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

4. Acquisitions  – (continued)

Communication Limited. In addition, in June 2014 and August 2014, the Company (through a subsidiary) entered into other non-material acquisitions.

The aggregate purchase price of these acquisitions had an estimated present value at acquisition date of $151,202 and consisted of total closing cash payments of $67,236, and additional deferred acquisition payments that are based on the financial results of the underlying businesses from 2014 to 2018 with final payments due in 2019. These additional deferred payments had an estimated present value at acquisition date of $83,966. An allocation of excess purchase price consideration of these acquisitions to the fair value of the net assets acquired resulted in identifiable intangibles of $64,733, consisting primarily of customer lists, a technology asset and covenants not to compete, and goodwill of $146,806, including the value of the assembled workforce. The identified assets will be amortized over a five to six year period in a manner represented by the pattern in which the economic benefits of the customer contracts/relationships are realized. In addition, the Company has recorded $50,552 as the present value of noncontrolling interests and $13,327 as the present value of redeemable noncontrolling interests. The Company expects intangibles and goodwill of $149,232 to be tax deductible. In addition the Company recorded other income of $908 representing a gain on the previously held 18% interest in Trapeze.

2013 Acquisitions

During the fourth quarter of 2013, the Company acquired a 70% interest in Local Biz Now LLC, which allows the Company to participate in the online local search market. During the year, the Company also entered into various immaterial transactions with certain majority owned entities.

The aggregate purchase price had an estimated present value at acquisition date of $35,591 and consisted of total closing cash payments of $12,000, and additional contingent deferred acquisition consideration that are based on the financial results of the underlying businesses from 2013 to 2017 with final payments due in 2018 that have an estimated present value at acquisition date of $23,591. An allocation of excess purchase price consideration of these acquisitions to the fair value of the net assets acquired resulted in identifiable intangibles of $10,961 consisting primarily of customer lists, a technology asset, and covenants not to compete, and goodwill of $32,786 representing the value of the assembled workforce. The identified assets will be amortized over a five to six year period in a manner represented by the pattern in which the economic benefits of the customer contracts/relationships are realized. In addition, the Company has recorded $10,657 as the present value of noncontrolling interest. The Company expects intangibles and goodwill of $43,747 to be tax deductible.

Noncontrolling Interests

Changes in the Company’s ownership interests in our less than 100% owned subsidiaries during the three years ended December 31, were as follows:

Net Loss Attributable to MDC Partners Inc. and

Transfers (to) from the Noncontrolling Interests

	Year Ended December 31,
	2015			2014			2013
Net loss attributable to MDC Partners Inc.	$	(37,357	)	$	(24,057	)	$	(148,863	)
Transfers (to) from the noncontrolling interests
Increase (decrease) in MDC Partners Inc. paid-in capital for purchase of equity interests in excess of noncontrolling interests and redeemable noncontrolling interests	(42,780		)	(8,992		)	11,074
Net transfers (to) from noncontrolling interests	$	(42,780	)	$	(8,992	)	$	11,074
Change from net loss attributable to MDC Partners Inc. and transfers (to) from noncontrolling interests	$	(80,137	)	$	(33,049	)	$	(137,789	)

60

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

5. Fixed Assets  

The following is a summary of the Company’s fixed assets as of December 31:

	2015							2014
	Cost		Accumulated Depreciation			Net Book Value		Cost		Accumulated Depreciation			Net Book Value
Computers, furniture and fixtures	$	87,213	$	(62,901	)	$	24,312	$	91,272	$	(65,451	)	$	25,821
Leasehold improvements	72,898		(33,653		)	39,245		64,051		(29,632		)	34,419
	$	160,111	$	(96,554	)	$	63,557	$	155,323	$	(95,083	)	$	60,240

At December 31, 2015 and 2014, included in fixed assets are assets under capital lease obligations with a cost of $1,959 and $2,072, respectively, and accumulated depreciation of $1,378 and $1,091, respectively. Depreciation expense for the years ended December 31, 2015, 2014, and 2013 was $18,871, $16,462 and $16,742, respectively.

6. Accrued and Other Liabilities

At December 31, 2015 and 2014, accrued and other liabilities included accrued media of $187,540 and $168,508, respectively; trust liabilities of $5,122 and $6,419, respectively; and amounts due to noncontrolling interest holders for their share of profits, which will be distributed within the next twelve months, of $5,473 and $6,014, respectively.

Changes in noncontrolling interest amounts included in accrued and other liabilities for the three years ended December 31, were as follows:

	Noncontrolling Interests
Balance at December 31, 2012	$	3,624
Income attributable to noncontrolling interests	6,461
Distributions made	(5,525		)
Other(1)	650
Balance at December 31, 2013	$	5,210
Income attributable to noncontrolling interests	6,890
Distributions made	(6,523		)
Other(1)	437
Balance at December 31, 2014	$	6,014
Income attributable to noncontrolling interests	9,054
Distributions made	(9,503		)
Other(1)	(92		)
Balance at December 31, 2015	$	5,473

(1) Other consists primarily of step-up transactions, discontinued operations and cumulative translation adjustments.

7. Financial Instruments

Financial assets, which include cash and cash equivalents and accounts receivable, have carrying values which approximate fair value due to the short-term nature of these assets. Financial liabilities with carrying values approximating fair value due to short-term maturities include accounts payable. Deferred acquisition consideration is recorded at fair value. The revolving credit agreement is a variable rate debt, the carrying value of which approximates fair value. The Company’s notes are a fixed rate debt instrument, the carrying value of which approximates fair value. The fair value of financial commitments, guarantees and letters of credit, are based on the stated value of the underlying instruments. Guarantees have been issued in conjunction with the disposition of businesses in 2001 and 2003 and letters of credit have been issued in the normal course of business.

61

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except Share and per Share Amounts)

8. Goodwill and Intangible Assets

As of December 31, the gross and net amounts of acquired intangible assets were as follows:

Goodwill	Advertising and Communications
Balance at December 31, 2013	$	744,333
Acquired goodwill	149,234
Discontinued operations	(27,706		)
Acquisition purchase price adjustments	(3,170		)
Foreign currency translation	(11,318		)
Balance at December 31, 2014	$	851,373
Acquired goodwill	43,654
Acquisition purchase price adjustments	(2,428		)
Foreign currency translation	(22,298		)
Balance at December 31, 2015	$	870,301

	For the Year Ended December 31,
Intangible Assets	2015			2014
Trademarks (indefinite life)	$	17,780		$	17,780
Customer relationships – gross	$	135,919		$	133,409
Less accumulated amortization	(97,604		)	(83,475		)
Customer relationships – net	$	38,315		$	49,934
Other intangibles – gross	$	33,638		$	31,408
Less accumulated amortization	(17,351		)	(13,001		)
Other intangibles – net	$	16,287		$	18,407
Total intangible assets	$	187,337		$	182,597
Less accumulated amortization	(114,955		)	(96,476		)
Total intangible assets – net	$	72,382		$	86,121

See Note 4 for accounting for business combinations.

The total accumulated goodwill impairment charges are $46,883 through December 31, 2015. No impairment was recognized for the year ended December 31, 2015. For the year ended December 31, 2014, the Company wrote off goodwill of $15,564 related to the sale of Accent Marketing Services, L.L.C. (“Accent”). (See Note 10.)

The weighted average amortization periods for customer relationships are five years and other intangible assets are seven years. In total, the weighted average amortization period is six years. Amortization expense related to amortizable intangible assets for the years ended December 31, 2015, 2014, and 2013 was $30,024, $29,749, and $18,456, respectively.

The estimated amortization expense for the five succeeding years is as follows:

Year	Amortization
2016	$	18,532
2017	$	12,363
2018	$	9,530
2019	$	6,796
2020	$	2,791

62

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

9. Income Taxes

The components of the Company’s income (loss) from continuing operations before income taxes and equity in earnings of non-consolidated affiliates by taxing jurisdiction for the years ended December 31, were:

	2015			2014			2013
Income (Loss):
US	$	23,180		$	46,728		$	21,661
Non-US	(40,596		)	(31,619		)	(159,511		)
	$	(17,416	)	$	15,109		$	(137,850	)

The provision (benefit) for income taxes by taxing jurisdiction for the years ended December 31, were:

	2015			2014			2013
Current tax provision
US federal	$	—		$	—		$	—
US state and local	1,375			907			213
Non-US	2,465			552			847
	3,840			1,459			1,060
Deferred tax provision (benefit):
US federal	6,944			13,402			7,505
US state and local	3,195			1,971			1,027
Non-US	(8,315		)	(4,410		)	(13,959		)
	1,824			10,963			(5,427		)
Income tax provision (benefit)	$	5,664		$	12,422		$	(4,367	)

A reconciliation of income tax expense (benefit) using the statutory Canadian federal and provincial income tax rate compared with actual income tax expense for the years ended December 31, is as follows:

	2015			2014			2013
Income (loss) from continuing operations before income taxes, equity in non-consolidated affiliates and noncontrolling interest	$	(17,416	)	$	15,109		$	(137,850	)
Statutory income tax rate	26.5		%	26.5		%	26.5		%
Tax expense (benefit) using statutory income tax rate	(4,615		)	4,004			(36,530		)
State and foreign taxes	3,524			1,459			1,060
Non-deductible stock-based compensation	3,354			1,982			24,357
Other non-deductible expense	(2,102		)	2,151			942
Change to valuation allowance on items affecting taxable income	5,468			2,003			6,952
Effect of the difference in federal and statutory rates	1,906			2,222			(15		)
Noncontrolling interests	(2,399		)	(1,826		)	(1,712		)
Other, net	528			427			579
Income tax expense (benefit)	$	5,664		$	12,422		$	(4,367	)
Effective income tax rate	(32.5		)%	82.2		%	(3.2		)%

63

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

9. Income Taxes – (continued)

The 2015 effective income tax rate was significantly higher than the statutory rate due primarily to non-deductible stock-based compensation of $3,354, and an increase in the valuation allowance of $5,468 and the effect of the difference in the US and foreign federal rates and the Canadian statutory rate of $1,906.

The 2014 effective income tax rate was significantly higher than the statutory rate due primarily to non-deductible stock-based compensation of $1,982 and an increase in the valuation allowance of $2,003 and the effect of the difference in the US and foreign federal rates and the Canadian statutory rate of $2,222.

The 2013 effective income tax rate was significantly higher than the statutory rate due primarily to non-deductible stock-based compensation of $24,357 and an increase in the valuation allowance of $6,952.

Income taxes receivable were $615 and $235 at December 31, 2015 and 2014, respectively, and were included in other current assets on the balance sheet. Income taxes payable were $7,019 and $5,368 at December 31, 2015 and 2014, respectively, and were included in accrued and other liabilities on the balance sheet. It is the Company’s policy to classify interest and penalties arising in connection with the under payment of income taxes as a component of income tax expense.

The tax effects of significant temporary differences representing deferred tax assets and liabilities at December 31, were as follows:

	2015			2014
Deferred tax assets:
Capital assets and other	$	43,031		$	45,496
Net operating loss carry forwards	37,490			39,525
Interest deductions	17,347			17,456
Refinancing charge	144			5,176
Deferred acquisition consideration	16,197			5,204
Stock compensation	3,033			1,561
Pension plan	3,770			3,597
Unrealized foreign exchange	15,548			6,954
Capital loss carry forwards	10,630			14,834
Accounting reserves	6,700			5,135
Gross deferred tax asset	153,890			144,938
Less: valuation allowance	(124,143		)	(119,117		)
Net deferred tax assets	29,747			25,821
Deferred tax liabilities:
Deferred finance charges	(323		)	(386		)
Capital assets and other	(797		)	(396		)
Goodwill amortization	(91,724		)	(77,603		)
Total deferred tax liabilities	(92,844		)	(78,385		)
Net deferred tax asset (liability)	$	(63,097	)	$	(52,564	)
Disclosed as:
Deferred tax assets	$	29,747		$	25,480
Deferred tax liabilities	(92,844		)	(78,044		)
	$	(63,097	)	$	(52,564	)

Included in accrued and other liabilities at December 31, 2015 and 2014 was a deferred tax liability of $263 and $47, respectively. Included in other current assets at December 31, 2015 and 2014 was a deferred tax asset of $14,380 and $6,722, respectively.

The Company has US federal net operating loss carry forwards of $41,187 and non-US net operating loss carry forwards of $71,111. These carry forwards expire in years 2016 through 2031. The Company also has total indefinite loss carry forwards of

64

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

9. Income Taxes – (continued)

$115,946. These indefinite loss carry forwards consist of $35,723 relating to the US and $80,223 which are related to capital losses from the Canadian operations. In addition, the Company has net operating loss carry forwards for various state taxing jurisdictions of approximately $182,738.

The Company records a valuation allowance against deferred income tax assets when management believes it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Management considers factors such as the reversal of deferred income tax liabilities, projected future taxable income, the character of the income tax asset; tax planning strategies, changes in tax laws and other factors. A change to these factors could impact the estimated valuation allowance and income tax expense.

The valuation allowance has been recorded to reduce our deferred tax asset to an amount that is more likely than not to be realized, and is based upon the uncertainty of the realization of certain US, non-US and state deferred tax assets. The increase in the Company’s valuation allowance charged to the statement of operations for each of the years ended December 31, 2015, 2014 and 2013 was $5,468, $2,003 and $6,952, respectively. In addition, a benefit of $1,112 and an expense of $1,112 has been recorded in accumulated other comprehensive loss relating to the defined pension plan, for the years ended December 31, 2014 and 2013, respectively. There was no benefit or expense related to the defined pension plan recorded in 2015.

Deferred taxes are not provided for temporary differences representing earnings of subsidiaries that are intended to be permanently reinvested. The potential deferred tax liability associated with these undistributed earnings is not material.

As of December 31, 2015 and 2014, the Company recorded a liability for unrecognized tax benefits as well as applicable penalties and interest in the amount of $4,200 and $4,166. As of December 31, 2015 and 2014, accrued penalties and interest included in unrecognized tax benefits were approximately $595 and $1,093. The Company identified an uncertainty relating to the future tax deductibility of certain intercompany fees. To the extent that such future benefit will be established, the resolution of this position will have no effect with respect to the financial statements. If these unrecognized tax benefits were to be recognized, it would affect the Company's effective tax rate.

Changes in the Company’s reserve is as follows:
Balance at December 31, 2012	$	3,073
Charges to income tax expense	—
Balance at December 31, 2013	3,073
Charges to income tax expense	—
Balance at December 31, 2014	3,073
Charges to income tax expense	960
Settlement of uncertainty	(428		)
Balance at December 31, 2015	$	3,605

The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months.

The Company has completed US federal tax audits through 2010 and has completed a non-US tax audit through 2009.

10. Discontinued Operations

In the fourth quarter of 2014, the Company made the decision to strategically sell the net assets of Accent. Effective May 31, 2015, the Company completed the sale of Accent for an aggregate selling price of $17,102, net of transaction expenses.

In 2013, the Company discontinued two subsidiaries and an operating division.

65

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

10. Discontinued Operations  – (continued)

Included in discontinued operations in the Company’s consolidated statements of operations for the years ended December 31, were the following:

	Years Ended December 31,
	2015			2014			2013
Revenue	$	27,025		$	70,041		$	89,659
Operating loss	(322		)	(4,704		)	(324		)
Other expense	(752		)	(458		)	(522		)
Noncontrolling interest expense recovery	—			—			(55		)
Loss on disposal	(5,207		)	(16,098		)	(8,299		)
Net loss from discontinued operations	$	(6,281	)	$	(21,260	)	$	(9,200	)

At December 31, 2015, the Company had no assets held for sale. At December 31, 2014, other current assets and other long-term assets included assets held for sale of $5,591 and $16,409, respectively. For the year ended December 31, 2014, the loss on disposal included a goodwill write off of $15,564.

11. Debt

At December 31, the Company’s indebtedness was comprised as follows:

	2015		2014
Revolving credit agreement	$	—	$	—
6.75% Notes due 2020	735,000		735,000
Original issue premium	5,838		7,017
Note payable and other bank loans	—		—
	740,838		742,017
Obligations under capital leases	670		1,110
	741,508		743,127
Less:
Current portion	470		534
	$	741,038	$	742,593

Interest expense related to long-term debt for the years ended December 31, 2015, 2014, and 2013 was $53,090, $50,832 and $92,704, respectively. For the year ended December 31, 2013, interest expense included a $55,588 loss on redemption of the 11% Notes. For the years ended December 31, 2015, 2014, and 2013, interest expense included income of $1,178, $975, $4,262, related to the amortization of the original issue premium. For the years ended December 31, 2015, 2014, and 2013, interest expense included $2,543, $2,186 and $232, respectively, of present value adjustments for fixed deferred acquisition payments.

The amortization and write off of deferred finance costs included in interest expense were $3,448, $3,222 and $12,024 for the years ended December 31, 2015, 2014, and 2013, respectively.

Issuance of 6.75% Senior Notes

On March 20, 2013, MDC entered into an indenture (the “Indenture”) among MDC, its existing and future restricted subsidiaries that guarantee, or are co-borrowers under or grant liens to secure, the Credit Agreement, as guarantors (the “Guarantors”) and The Bank of New York Mellon, as trustee, relating to the issuance by MDC of its $550 million aggregate principal amount of 6.75% Notes due 2020 (the “6.75% Notes”). The 6.75% Notes bear interest at a rate of 6.75% per annum, accruing from March 20, 2013. Interest is payable semiannually in arrears in cash on April 1 and October 1 of each year, beginning on October 1, 2013. The 6.75% Notes mature on April 1, 2020, unless earlier redeemed or repurchased. The Company received net proceeds from the offering of the 6.75% Notes equal to approximately $537,600. The Company used the net proceeds to redeem all of its existing 11% Notes, together with accrued interest, related premiums, fees and expenses and recorded a charge for loss on redemption of such notes

66

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

11. Debt – (continued)

of $55,588, including write offs of unamortized original issue premium and debt issuance costs. Remaining proceeds were used for general corporate purposes.

On November 15, 2013, the Company issued an additional $110,000 aggregate principal amount of the 6.75% Notes. The additional notes were issued under the Indenture governing the 6.75% Notes and treated as a single series with the original 6.75% Notes. The additional notes were sold in a private placement in reliance on exceptions from registration under the Securities Act of 1933, as amended (the “'33 Act”). The Company received net proceeds before expenses of $111,925, which included an original issue premium of $4,125, and underwriter fees of $2,200. The Company used the net proceeds from the offering for general corporate purposes.

On April 2, 2014, the Company issued an additional $75,000 aggregate principal amount of the 6.75% Notes. The additional 6.75% Notes were issued under the Indenture governing the 6.75% Notes and treated as a single series with the original 6.75% Notes. The additional 6.75% Notes were sold in a private placement in reliance on exceptions from registration under the '33 Act. The Company received net proceeds before expenses of $77,452, which included an original issue premium of $3,938, and underwriter fees of $1,500. The Company used the net proceeds from the offering for general corporate purposes, including the funding of deferred acquisition consideration, working capital, acquisitions and the repayment of the amount outstanding under its senior secured revolving credit facility.

The 6.75% Notes are guaranteed on a senior unsecured basis by all of MDC’s existing and future restricted subsidiaries that guarantee, or are co-borrowers under or grant liens to secure, the Credit Agreement. The 6.75% Notes are unsecured and unsubordinated obligations of MDC and rank (i) equally in right of payment with all of MDC’s or any Guarantor’s existing and future senior indebtedness, (ii) senior in right of payment to MDC’s or any Guarantor’s existing and future subordinated indebtedness, (iii) effectively subordinated to all of MDC’s or any Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness, including the Credit Agreement, and (iv) structurally subordinated to all existing and future liabilities of MDC’s subsidiaries that are not Guarantors.

MDC may, at its option, redeem the 6.75% Notes in whole at any time or in part from time to time, on and after April 1, 2016 (i) at a redemption price of 103.375% of the principal amount thereof if redeemed during the twelve-month period beginning on April 1, 2016, (ii) at a redemption price of 101.688% of the principal amount thereof if redeemed during the twelve-month period beginning on April 1, 2017 (iii) and at a redemption price of 100% of the principal amount thereof if redeemed on April 1, 2018 and thereafter.

Prior to April 1, 2016, MDC may, at its option, redeem some or all of the 6.75% Notes at a price equal to 100% of the principal amount of the 6.75% Notes plus a “make whole” premium and accrued and unpaid interest. MDC may also redeem, at its option, prior to April 1, 2016, up to 35% of the 6.75% Notes with the proceeds from one or more equity offerings at a redemption price of 106.750% of the principal amount thereof.

If MDC experiences certain kinds of changes of control (as defined in the Indenture), holders of the 6.75% Notes may require MDC to repurchase any 6.75% Notes held by them at a price equal to 101% of the principal amount of the 6.75% Notes plus accrued and unpaid interest. In addition, if MDC sells assets under certain circumstances, it must offer to repurchase the 6.75% Notes at a price equal to 100% of the principal amount of the 6.75% Notes plus accrued and unpaid interest.

The Indenture includes covenants that, among other things, restrict MDC’s ability and the ability of its restricted subsidiaries (as defined in the Indenture) to (i) incur or guarantee additional indebtedness, (ii) pay dividends on or redeem or repurchase the capital stock of MDC; make certain types of investments, (iii) create restrictions on the payment of dividends or other amounts from MDC’s restricted subsidiaries, (iv) sell assets, (v) enter into transactions with affiliates, (vi) create liens, (vii) enter into sale and leaseback transactions, and (viii) consolidate or merge with or into, or sell substantially all of MDC’s assets to, another person. These covenants are subject to a number of important limitations and exceptions. The 6.75% Notes are also subject to customary events of default, including cross-payment default and cross-acceleration provision.

Credit Agreement

On March 20, 2013, MDC, Maxxcom Inc. (a subsidiary of MDC) and each of their subsidiaries party thereto entered into an amended and restated, $225 million senior secured revolving credit agreement due 2018 (the “Credit Agreement”) with Wells Fargo Capital Finance, LLC, as agent, and the lenders from time to time party thereto. Advances under the Credit Agreement are to be used for working capital and general corporate purposes, in each case pursuant to the terms of the Credit Agreement. Capitalized terms used in this section and not otherwise defined have the meanings set forth in the Credit Agreement.

67

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

11. Debt – (continued)

Effective October 23, 2014, MDC and its subsidiaries entered into an amendment to its Credit Agreement. The amendment: (i) expanded the commitments under the facility by $100 million, from $225 million to $325 million; (ii) extended the date by an additional eighteen months to September 30, 2019; (iii) reduced the base borrowing interest rate by 25 basis points (the applicable margin for borrowing is 1.00% in the case of Base Rate Loans and 1.75% in the case of LIBOR Rate Loans) ; and (iv) modified certain covenants to provide the Company with increased flexibility to fund its continued growth and other general corporate purposes.

Advances under the Credit Agreement bear interest as follows: (a)(i) LIBOR Rate Loans bear interest at the LIBOR Rate and (ii) Base Rate Loans bear interest at the Base Rate, plus (b) an applicable margin. The initial applicable margin for borrowing is 1.00% in the case of Base Rate Loans and 1.75% in the case of LIBOR Rate Loans. In addition to paying interest on outstanding principal under the Credit Agreement, MDC is required to pay an unused revolver fee to lenders under the Credit Agreement in respect of unused commitments thereunder.

The Credit Agreement is guaranteed by substantially all of MDC’s present and future subsidiaries, other than immaterial subsidiaries and subject to customary exceptions. The Credit Agreement includes covenants that, among other things, restrict MDC’s ability and the ability of its subsidiaries to (i) incur or guarantee additional indebtedness, (ii) pay dividends on or redeem or repurchase the capital stock of MDC, (iii) make certain types of investments, (iv) dividend or distribute amounts from MDC’s subsidiaries, (v) incur certain liens, (vi) sell or otherwise dispose of certain assets, (vii) enter into transactions with affiliates, (viii) enter into sale and leaseback transactions, and (ix) consolidate or merge with or into, or sell substantially all of MDC’s assets to, another person. These covenants are subject to a number of important limitations and exceptions. The Credit Agreement also contains financial covenants, including a total leverage ratio, a senior leverage ratio, a fixed charge coverage ratio and a minimum earnings level. The Credit Agreement is also subject to customary events of default.

The Company is currently in compliance with all of the terms and conditions of its Credit Agreement, and management believes, based on its current financial projections, that the Company will be in compliance with the covenants over the next twelve months. At December 31, 2015, there were no borrowings under the Credit Agreement.

At December 31, 2015, the Company had issued $5,033 of undrawn letters of credit.

At December 31, 2015 and 2014, accounts payable included $73,558 and $72,147, respectively, of outstanding checks.

Future Principal Repayments

Future principal repayments, including capital lease obligations, for the years ended December 31, and in aggregate, are as follows:

Period	Amount
2016	$	470
2017	175
2018	10
2019	8
2020	735,007
2021 and thereafter	—
	$	735,670

68

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

11. Debt – (continued)

Capital Leases

Future minimum capital lease payments for the years ended December 31 and in aggregate, are as follows:

Period	Amount
2016	$	495
2017	182
2018	10
2019	8
2020	7
2021 and thereafter	—
	702
Less: imputed interest	(32		)
	670
Less: current portion	(470		)
	$	200

12. Share Capital

The authorized share capital of the Company is as follows:

(a) Authorized Share Capital

Class A Shares

An unlimited number of subordinate voting shares, carrying one vote each, entitled to dividends equal to or greater than Class B shares, convertible at the option of the holder into one Class B share for each Class A share after the occurrence of certain events related to an offer to purchase all Class B shares.

Class B Shares

An unlimited number, carrying 20 votes each, convertible at any time at the option of the holder into one Class A share for each Class B share.

Preferred A Shares

An unlimited number, non-voting, issuable in series.

(b) Employee Stock Incentive Plan

On May 26, 2005, the Company’s shareholders approved the Company’s 2005 Stock Incentive Plan (the “2005 Incentive Plan”). The 2005 Incentive Plan authorizes the issuance of awards to employees, officers, directors and consultants of the Company with respect to 3,000,000 shares of MDC Partners’ Class A Subordinate Voting Shares or any other security in to which such shares shall be exchanged. On June 1, 2007 and on June 2, 2009, the Company’s shareholders approved a total additional authorized Class A Shares of 3,750,000 to be added to the 2005 Incentive Plan for a total of 6,750,000 authorized Class A Shares. In addition, the plan was amended to allow shares under this plan to be used to satisfy share obligations under the Stock Appreciation Rights Plan (the “SARS” Plan”). On May 30, 2008, the Company’s shareholders approved the 2008 Key Partner Incentive Plan, which provides for the issuance of 900,000 Class A Shares. On June 1, 2011, the Company’s shareholders approved the 2011 Stock Incentive Plan, which provides for the issuance of up to 3,000,000 Class A Shares. In June 2013, the Company's shareholders approved an amendment to the SARS Plan to permit the Company to issue shares authorized uner the SARS Plan to satisfy the grant and vesting awards under the 2011 Stock Incentive Plan. As of December 31, 2015, the Company granted 300,000 Director options (of which 150,000 were forfeited), which option grants were for a ten-year term and vest over five (5) years from the grant date under the 2005 Incentive Plan.

69

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

12. Share Capital – (continued)

The following table summarizes information about time based and financial performance-based restricted stock and restricted stock unit awards granted under the 2005 Incentive Plan, 2008 Key Partner Incentive Plan and 2011 Stock Incentive Plan:

	Performance Based Awards				Time Based Awards
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Balance at December 31, 2012	534,779		$	10.73	835,438		$	8.48
Granted	300,756		8.97		2,612,520		16.83
Vested	(353,858	)	10.63		(2,499,083	)	15.79
Forfeited	(19,011	)	7.90		(35,087	)	10.91
Balance at December 31, 2013	462,666		$	9.79	913,788		$	12.54
Granted	120,578		25.09		293,705		21.99
Vested	(497,214	)	9.62		(264,478	)	10.88
Forfeited	—		—		(26,874	)	11.52
Balance at December 31, 2014	86,030		$	23.14	916,141		$	16.36
Granted	80,000		21.76		191,155		20.42
Vested	(68,067	)	25.21		(297,794	)	12.35
Forfeited	—		—		(35,000	)	21.69
Balance at December 31, 2015	97,963		$	19.61	774,502		$	18.71

The total fair value of restricted stock and restricted stock unit awards, which vested during the years ended December 31, 2015, 2014 and 2013 was $5,394, $7,659 and $43,227, respectively. In connection with the vesting of these awards, the Company included in the taxable loss the amounts of $4,678, $11,874 and $17,219 in 2015, 2014 and 2013, respectively. At December 31, 2015, the weighted average remaining contractual life for performance based awards was 2.5 years and for time based awards was 1.3 years. At December 31, 2015, the fair value of all restricted stock and restricted stock unit awards was $18,950. The term of these awards is three years with vesting up to three years. At December 31, 2015, the unrecognized compensation expense for these awards was $8,790 and will be recognized through 2017. At December 31, 2015, there were 1,123,772 awards available to grant under all equity plans.

The Company’s Board of Directors adopted the 2005 Incentive Plan as a replacement for MDC Partners’ Amended and Restated Stock Option Incentive Plan (the “Prior 2003 Plan”). Following approval of the 2005 Incentive Plan, the Company ceased making awards under the Prior 2003 Plan.

Prior to adoption of the 2005 Incentive Plan, the Company’s Prior 2003 Plan provided for grants of up to 2,836,179 options to employees, officers, directors and consultants of the Company. All the options granted were for a term of five years from the date of the grant and vest 20% on the date of grant and a further 20% on each anniversary date. In addition, the Company granted 802,440 options, on the privatization of Maxxcom, with a term of no more than 10 years from initial date of grant by Maxxcom and vest 20% in each of the first two years with the balance vesting on the third anniversary of the initial grant.

70

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

12. Share Capital – (continued)

Information related to share option transactions grant under all plans over the past three years is summarized as follows:

	Options Outstanding			Options Exercisable			Non Vested Options
	Number Outstanding	Weighted Average Price per Share		Number Outstanding	Weighted Average Price per Share
Balance at December 31, 2012	112,500	$	6.35	112,500	$	6.35	—
Vested	—	—					—
Granted	—	—					—
Exercised	—	—					—
Expired and cancelled	—	—					—
Balance at December 31, 2013	112,500	$	6.03	112,500	$	6.03	—
Vested	—	—					—
Granted	—	—					—
Exercised	—	—					—
Expired and cancelled	—	—					—
Balance at December 31, 2014	112,500	$	5.70	112,500	$	5.70	—
Vested	—	—					—
Granted	—	—					—
Exercised	37,500	4.72					—
Expired and cancelled	—	—					—
Balance at December 31, 2015	75,000	$	5.28	75,000	$	5.28	—

At December 31, 2015, the intrinsic value of vested options and the intrinsic value of all options was $1,233. For options exercised during 2015, 2014 and 2013, the Company received cash proceeds of $224, nil and nil, respectively. The Company did not receive any windfall tax benefits. The intrinsic value of options exercised during 2015, 2014 and 2013 was $471, nil and nil, respectively. At December 31, 2015, the weighted average remaining contractual life of all outstanding options was 0.9 years and for all vested options was 0.9 years. At December 31, 2015, the unrecognized compensation expense of all options was nil.

71

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

12. Share Capital – (continued)

Share options outstanding as of December 31, 2015 are summarized as follows:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Outstanding Number	Weighted Average Contractual Life	Weighted Average Price per Share		Exercisable Number	Weighted Average Price per Share		Weighted Average Contractual Life
$4.72 – $5.83	75,000	0.92	$	5.28	75,000	$	5.28	0.92

(c) Stock Appreciation Rights

During 2003, the Compensation Committee of the Board of Directors approved a SAR’s compensation program for senior officers and directors of the Company. SAR’s granted prior to 2006 have a term of four years, and after 2006 have a term of up to ten years. Awards vest one-third on each anniversary date.

SAR’s granted and outstanding are as follows:

	SAR’s Outstanding				SAR’s Exercisable			Non Vested SAR’s
	Weighted Average Number Outstanding		Weighted Average Price per Share		Number Outstanding	Price per Share
Balance at December 31, 2012	4,633,146		$	2.49	4,633,146	$	2.49	—
Vested	—		—					—
Granted	—		—					—
Exercised	(4,633,146	)	2.49					—
Expired and cancelled	—		—					—
Balance at December 31, 2013	—		$	—	—	$	—	—
Vested	—		—					—
Granted	—		—					—
Exercised	—		—					—
Expired and cancelled	—		—					—
Balance at December 31, 2014	—		$	—	—	$	—	—
Vested	—		—					—
Granted	—		—					—
Exercised	—		—					—
Expired and cancelled	—		—					—
Balance at December 31, 2015	—		$	—	—	$	—	—

At December 31, 2015, the aggregate amount of shares to be issued on vested SAR’s was nil. During 2015, 2014, and 2013, the aggregate value of SAR’s exercised was nil, nil, and $80,323, respectively. The Company received tax deductions of nil, nil, and $12,682 in 2015, 2014, and 2013, respectively. In November 2013, the Company determined that all outstanding SAR’s would be settled in cash and marked the SAR’s to market. At December 31, 2015, the unrecognized compensation expense of all SAR’s was nil.

(d) Equity Value Appreciation Awards

In January 2011, the Company awarded 2,119,500 extraordinary Equity Value Appreciation Awards (“EVARs”) to its employees. During 2013, these EVARs resulted in the issuance of 1,917,000 restricted stock units and restricted stock shares (“RSUs”). The RSUs underlying the EVAR grant vested on December 31, 2013.

The Company measured the fair value of EVARs using a lattice based model (Monte Carlo) on the grant date.

72

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

12. Share Capital – (continued)

Information related to EVAR transactions over the past three years is summarized as follows:

	EVARs Outstanding				EVARs Exercisable			Non Vested EVARs
	Number Outstanding		Weighted Average Issuance Price per Share		Number Outstanding	Weighted Average Issuance Price per Share
Balance at December 31, 2012	1,917,000		$	15.33	—	$	—	1,917,000
Vested	(1,917,000	)	15.33					(1,917,000	)
Granted	—		—					—
Expired and cancelled	—		—					—
Balance at December 31, 2013	—		$	—	—	$	—	—
Vested	—		—					—
Granted	—		—					—
Expired and cancelled	—		—					—
Balance at December 31, 2014	—		$	—	—	$	—	—
Vested	—		—					—
Granted	—		—					—
Expired and cancelled	—		—					—
Balance at December 31, 2015	—		$	—	—	$	—	—

The grant date fair value of these EVARs was $13,240. At December 31, 2015, there are no outstanding EVARs.

The Company has reserved a total of 2,071,237 Class A shares in order to meet its obligations under various conversion rights, warrants and employee share related plans. At December 31, 2015 there were 1,123,772 shares available for future option and similar grants.

13. Fair Value Measurements

 Authoritative guidance for fair value establishes a framework for measuring fair value. A fair value measurement assumes a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability.

 In order to increase consistency and comparability in fair value measurements, the guidance establishes a hierarchy for observable and unobservable inputs used to measure fair value into three broad levels, which are described below: 

• Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

• Level 2 - Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

• Level 3 - Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

On a nonrecurring basis, the Company uses fair value measures when analyzing asset impairment. Long-lived assets and certain identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair value. Measurements based on undiscounted cash flows are considered to be Level 3 inputs. During the fourth quarter of each year, the Company evaluates goodwill and indefinite-lived intangibles for impairment at the reporting unit level. For each acquisition, the Company performed a detailed review to identify intangible assets and a

73

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

13. Fair Value Measurements – (continued)

valuation is performed for all such identified assets. The Company used several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. The amounts allocated to assets acquired and liabilities assumed in the acquisitions were determined using level three inputs. Fair value for property and equipment was based on other observable transactions for similar property and equipment. Accounts receivable represents the best estimate of balances that will ultimately be collected, which is based in part on allowance for doubtful accounts reserve criteria and an evaluation of the specific receivable balances.

Financial Liabilities Measured at Fair Value on a Recurring Basis

The following tables present certain information for our financial assets that is measured at fair value on a recurring basis at December 31:

	Level 1 2015				Level 1 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Liabilities:
Long-term debt	$	740,838	$	765,319	$	742,017	$	751,538

Our long-term debt includes fixed rate debt. The fair value of this instrument is based on quoted market prices.

The following table presents changes in Deferred Acquisition Consideration for the years ended December 31:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	2015			2014
Beginning balance of contingent payments	$	172,227		$	151,848
Payments	(77,301		)	(61,441		)
Grants (1)	174,530			68,642
Redemption value adjustments (2)	41,636			20,816
Transfers (to) from fixed payments	—			(5,146		)
Foreign translation adjustment	(4,358		)	(2,492		)
Ending balance of contingent payments	$	306,734		$	172,227

(1) Grants are the initial estimated deferred acquisition payments of new acquisitions and step-up transactions completed within that fiscal period.

(2) Redemption value adjustments are fair value changes from the Company's initial estimates of deferred acquisition payments, including the accretion of present value and stock-based compensation charges relating to acquisition payments that are tied to continued employment.

In addition to the above amounts, there are fixed payments of $40,370 and $33,141 for total deferred acquisition consideration of $347,104 and $205,368, which reconciles to the consolidated balance sheets at December 31, 2015 and 2014, respectively.

The Company includes the payments of all deferred acquisition consideration in financing activities in the Company's consolidated statement of cash flows, as the Company believes these payments to be seller-related financing activities, which is the predominant source of cash flows.

Level 3 payments relate to payments made for deferred acquisition consideration. Level 3 grants relate to contingent purchase price obligations related to acquisitions and are recorded on the balance sheet at the acquisition date fair value. The estimated liability is determined in accordance with various contractual valuation formulas that may be dependent on future events, such as the growth rate of the earnings of the relevant subsidiary during the contractual period and, in some cases, the currency exchange rate as of the date of payment. Level 3 redemption value adjustments relate to the remeasurement and change in these various contractual valuation formulas as well as adjustments of present value.

 At December 31, 2015 and 2014, the carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximated fair value because of their short-term maturity. The Company

74

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

13. Fair Value Measurements – (continued)

does not disclose the fair value for equity method investments or investments held at cost as it is not practical to estimate fair value since there is no readily available market data.

Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

On a nonrecurring basis, the Company uses fair value measures when analyzing asset impairment. Long-lived assets and certain identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair value. Measurements based on undiscounted cash flows are considered to be Level 3 inputs. During the fourth quarter of each year, the Company evaluates goodwill and indefinite-lived intangibles for impairment at the reporting unit level. For each acquisition, the Company performed a detailed review to identify intangible assets and a valuation is performed for all such identified assets. The Company used several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. The amounts allocated to assets acquired and liabilities assumed in the acquisitions were determined using Level 3 inputs. Fair value for property and equipment was based on other observable transactions for similar property and equipment. Accounts receivable represents the best estimate of balances that will ultimately be collected, which is based in part on allowance for doubtful accounts reserve criteria and an evaluation of the specific receivable balances.

14. Segment Information

The Company determines an operating segment if a component (1) engages in business activities from which it earns revenues and incurs expenses, and (2) has discrete financial information that is (3) regularly reviewed by the Chief Operating Decision Maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance. During 2015, the Company had a change in the CODM as well as a change in how the CODM manages the business. As a result, in the fourth quarter of 2015, the Company reassessed its determination of operating segments. Decisions regarding allocations of resources are made and will be made based on the overall performance of the overall Partner Firm network. Therefore, the Company has determined that the Partner Firm network represents its operating segment. The Company also reassessed its previous allocation methodology and has conformed the allocations to align with how the CODM manages the business. The overall Partner Firm network consists of each of the Company's operating agencies. The Company now reports in one reportable Advertising and Communications Segment in addition to the Corporate Group described as follows:

• The Advertising and Communications Segment consists of Partner Firms that deliver innovative, value-added marketing, activation, communications and strategic consulting services to their clients. MDC and its Partner Firms deliver a wide range of customized services, including (1) multi-channel media management and optimization, (2) interactive and mobile marketing, (3) direct marketing, (4) database and customer relationship management, (5) sales promotion, (6) corporate communications, (7) market research, (8) data analytics and insights, (9) corporate identity, design and branding services, (10) social media communications, (11) product and service innovation and (12) e-commerce management.

• The Corporate Group consists of corporate office expenses incurred in connection with the strategic resources provided to the Advertising and Communications Segment, as well as certain other centrally managed expenses that are not fully allocated to the reportable segment. Office and general expenses include (1) salaries and related expenses for corporate office employees including employees dedicated to supporting the Partner Firms, (2) occupancy expense relating to properties occupied by all corporate office employees, (3) other office and general expenses including professional fees for the financial statement audits, and (4) certain other professional fees managed by the corporate office. Additional expenses managed by the corporate office that are directly related to the Partner Firms are allocated to the reportable segment.

Prior year results have been recast to reflect the new reportable segment.

The significant accounting policies are in the summary of significant accounting policies included in the notes to the consolidated financial statements.

75

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

14. Segment Information – (continued)

	For the year ended December 31, 2015
	Advertising and Communications			Corporate			Total
Revenue	$	1,326,256		$	—		$	1,326,256
Cost of services sold	879,716			—			879,716
Office and general expenses	258,809			63,398			322,207
Depreciation and amortization	50,449			1,774			52,223
Operating profit (loss)	137,282			(65,172		)	72,110
Other Income (Expense):
Other income, net							7,238
Foreign exchange loss							(39,328		)
Interest expense and finance charges, net							(57,436		)
Loss from continuing operations before income taxes and equity in earnings of non-consolidated affiliates							(17,416		)
Income tax expense							5,664
Loss from continuing operations before equity in earnings of non-consolidated affiliates							(23,080		)
Equity in earnings of non-consolidated affiliates							1,058
Loss from continuing operations							(22,022		)
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes							(6,281		)
Net loss							(28,303		)
Net income attributable to noncontrolling interests	(9,024		)	(30		)	(9,054		)
Net loss attributable to MDC Partners Inc.							$	(37,357	)
Stock-based compensation	$	15,056		$	2,740		$	17,796
Capital expenditures from continuing operations	$	23,204		$	371		$	23,575
Goodwill and intangibles	$	942,683		$	—		$	942,683
Total assets	$	1,375,372		$	214,878		$	1,590,250

76

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

14. Segment Information – (continued)

	For the year ended December 31, 2014
	Advertising and Communications			Corporate			Total
Revenue	$	1,223,512		$	—		$	1,223,512
Cost of services sold	798,518			—			798,518
Office and general expenses	223,781			66,292			290,073
Depreciation and amortization	45,387			1,785			47,172
Operating profit (loss)	155,826			(68,077		)	87,749
Other Income (Expense):
Other income, net							689
Foreign exchange loss							(18,482		)
Interest expense and finance charges, net							(54,847		)
Income from continuing operations before income taxes and equity in earnings of non-consolidated affiliates							15,109
Income tax expense							12,422
Income from continuing operations before equity in earnings of non-consolidated affiliates							2,687
Equity in earnings of non-consolidated affiliates							1,406
Income from continuing operations							4,093
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes							(21,260		)
Net loss							(17,167		)
Net income attributable to noncontrolling interests	(6,890		)	—			(6,890		)
Net loss attributable to MDC Partners Inc.							$	(24,057	)
Stock-based compensation	$	12,033		$	5,663		$	17,696
Capital expenditures from continuing operations	$	25,079		$	1,337		$	26,416
Goodwill and intangibles	$	937,494		$	—		$	937,494
Total assets	$	1,368,137		$	280,753		$	1,648,890

77

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

14. Segment Information – (continued)

	For the year ended December 31, 2013
	Advertising and Communications			Corporate			Total
Revenue	$	1,062,478		$	—		$	1,062,478
Cost of services sold	704,969			—			704,969
Office and general expenses	212,933			143,031			355,964
Depreciation and amortization	34,745			1,394			36,139
Operating profit (loss)	109,831			(144,425		)	(34,594		)
Other Income (Expense):
Other income, net							2,531
Foreign exchange loss							(5,516		)
Interest expense, finance charges, and loss on redemption of notes, net							(100,271		)
Loss from continuing operations before income taxes and equity in earnings of non-consolidated affiliates							(137,850		)
Income tax benefit							(4,367		)
Loss from continuing operations before equity in earnings of non-consolidated affiliates							(133,483		)
Equity in earnings of non-consolidated affiliates							281
Loss from continuing operations							(133,202		)
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes							(9,200		)
Net loss							(142,402		)
Net income attributable to noncontrolling interests	(6,459		)	(2		)	(6,461		)
Net loss attributable to MDC Partners Inc.							$	(148,863	)
Stock-based compensation	$	8,950		$	91,455		$	100,405
Capital expenditures from continuing operations	$	14,677		$	2,132		$	16,809
Goodwill and intangibles	$	800,595		$	—		$	800,595
Total assets	$	1,220,753		$	204,474		$	1,425,227

A summary of the Company’s long-lived assets, comprised of fixed assets, goodwill and intangibles, net, as at December 31, is set forth in the following table.

	United States		Canada		Other		Total
Long-lived Assets
2015	$	52,305	$	6,817	$	4,435	$	63,557
2014	$	48,884	$	7,099	$	4,257	$	60,240
Goodwill and Intangible Assets
2015	$	798,746	$	122,821	$	21,116	$	942,683
2014	$	759,035	$	154,349	$	24,110	$	937,494

78

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

14. Segment Information – (continued)

A summary of the Company’s revenue as at December 31 is set forth in the following table.

	United States		Canada		Other		Total
Revenue:
2015	$	1,085,051	$	129,039	$	112,166	$	1,326,256
2014	$	993,474	$	150,390	$	79,648	$	1,223,512
2013	$	870,525	$	135,630	$	56,323	$	1,062,478

15. Related Party Transactions

(a) The Company incurred service fees and paid cash incentive awards totaling $8,825, $13,592 and $15,992 in 2015, 2014 and 2013, respectively, relating to companies controlled by Miles Nadal, the former Chairman and Chief Executive Officer (“CEO”) of the Company. Mr. Nadal previously provided such services to the Company as its Chief Executive Officer pursuant to a Management Services Agreement (as amended and restated on May 6, 2013, the “Services Agreement”) among the Company, Mr. Nadal and with Nadal Management, Inc. In connection with Mr. Nadal’s resignation on July 20, 2015, the Company and Mr. Nadal terminated the Services Agreement and entered into a separation agreement (the “Separation Agreement”), dated as of July 20, 2015. Pursuant to the Separation Agreement, Mr. Nadal agreed, among other things, to: (i) repay to the Company $1,877 in connection with certain amounts paid to or for the benefit of Mr. Nadal and an affiliate; (ii) repay to the Company $10,582 in connection with amounts required to be repaid pursuant to cash bonus awards previously paid to Mr. Nadal, with such repayments to be made in five installments, with the last to be paid on December 31, 2017; and (iii) customary non-disparagement and confidentiality obligations, reaffirmation of restrictive covenants, and an intellectual property rights assignment. Mr. Nadal was not paid any compensation payments or severance under the Separation Agreement.

(b) Pursuant to the amended Services Agreement (which has since been terminated, as described in footnote 15(a) above), the Company agreed to provide to its former CEO, Miles Nadal, a special bonus of C$10,000 upon the first to occur of (i) the average market price of the Company’s Class A subordinate voting shares is C$30 per share or more for more than 20 consecutive trading days (measured as of the close of trading on each applicable date) or (ii) a change of control of the Company. During November 2013, this bonus was earned and paid to Mr. Nadal in the amount of C$10,000 (US $9,649).

(c) Beginning in 2014 through June 30, 2015, MDC chartered for business purposes an airplane and helicopter (together, the “Aircraft”) owned by entities controlled by Mr. Nadal (the former CEO) and leased to an independent corporate aircraft management company. Entities controlled by Mr. Nadal paid for the purchases of the Aircraft and were legally responsible and have paid for all operating, personnel and maintenance costs associated with the Aircraft’s operations.  Payments by third parties to charter the Aircraft from the corporate aircraft management company offset a portion of the costs. Payments by MDC for the business use of the Aircraft by Mr. Nadal were made to the corporate aircraft management company at a fixed hourly rate set forth in the aircraft service agreement between the aircraft management company and entities controlled by Mr. Nadal.  In the first and second quarter of 2015, MDC paid a total of $398 for the business use of the Aircraft. Promptly following Mr. Nadal's resignation on July 20, 2015, the Company prohibited the use of private aircraft travel by its directors and executive officers.

(d) From May 2015 to December 31, 2015, Lori Senecal held the dual titles of President and Chief Executive Officer of the MDC Partner Network and Chief Executive Officer of Partner Firm Crispin Porter & Bogusky (“CPB”). As of January 1, 2016, Ms. Senecal assumed the exclusive role as Global Chief Executive Officer of CPB. Ms. Senecal's husband, William Grogan, has been employed by the Company since July 1, 2015 as President of Global Accounts. In 2015, Mr. Grogan's total compensation from the Company and its affiliate (kbs+), including salary, bonus, and other benefits, totaled approximately $943. His compensation is commensurate with that of his peers.

(e) Scott Kauffman is Chairman and Chief Executive Officer of the Company. His daughter, Sarah Kauffman, has been employed by Partner Firm kbs+ since July 2011, and currently acts as Director of Operations, Attention Partners. In 2015, her total compensation, including salary, bonus and other benefits, totaled approximately $125. Her compensation is commensurate with that of her peers.

(f) In 2015, Union Advertising Canada LP (“Union”), a Partner Firm, provided certain website development and related marketing services to each of Peerage Realty Partners (“Peerage”) and Peerage’s subsidiary, Baker Real Estate Incorporated (“Baker”). Miles Nadal, the Company’s former CEO, is the majority equity owner of Peerage and Baker. The amount of fees paid by each of Peerage and Baker in respect of these services in 2015 was $131, which fees were customary for these types of services.

79

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

16. Commitments, Contingencies and Guarantees

Deferred Acquisition Consideration.  In addition to the consideration paid by the Company in respect of certain of its acquisitions at closing, additional consideration may be payable, or may be potentially payable, based on the achievement of certain threshold levels of earnings. See Note 2 and Note 4.

Options to Purchase.  Noncontrolling shareholders in certain subsidiaries have the right in certain circumstances to require the Company to acquire the remaining ownership interests held by them. The noncontrolling shareholders’ ability to exercise any such option right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise and specific employment termination conditions. In addition, these rights cannot be exercised prior to specified staggered exercise dates. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts during 2016 to 2022. It is not determinable, at this time, if or when the owners of these rights will exercise all or a portion of these rights.

The amount payable by the Company in the event such rights are exercised is dependent on various valuation formulas and on future events, such as the average earnings of the relevant subsidiary through the date of exercise, the growth rate of the earnings of the relevant subsidiary during that period and, in some cases, the currency exchange rate at the date of payment.

Management estimates, assuming that the subsidiaries owned by the Company at December 31, 2015 perform over the relevant future periods at their trailing twelve-month earnings levels, that these rights, if all exercised, could require the Company to pay an aggregate amount of approximately $17,964 to the owners of such rights in future periods to acquire such ownership interests in the relevant subsidiaries. Of this amount, the Company is entitled, at its option, to fund approximately $107 by the issuance of share capital.

In addition, the Company is obligated under similar put option rights to pay an aggregate amount of approximately $48,900 only upon termination of such owner’s employment with the applicable subsidiary or death.

The amount the Company would be required to pay to the noncontrolling interest holders should the Company acquire the remaining ownership interests is $2,607 less than the initial redemption value recorded in Redeemable Noncontrolling Interests.

Included in Redeemable Noncontrolling Interests at December 31, 2015 was $69,471 of these put options because they are not within the control of the Company. The ultimate amount payable relating to these transactions will vary because it is dependent on the future results of operations of the subject businesses and the timing of when these rights are exercised.

Natural Disasters.  Certain of the Company’s operations are located in regions of the United States which typically are subject to hurricanes. During the years ended December 31, 2015, 2014, and 2013, these operations did not incur any material costs related to damages resulting from hurricanes.

Guarantees.  Generally, the Company has indemnified the purchasers of certain assets in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification guarantees typically extend for a number of years. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification guarantees. The Company continues to monitor the conditions that are subject to guarantees and indemnifications to identify whether it is probable that a loss has occurred and would recognize any such losses under any guarantees or indemnifications in the period when those losses are probable and estimable.

Legal Proceedings.  The Company’s operating entities are involved in legal proceedings of various types. While any litigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition or results of operations of the Company. In addition, the Company is involved in class action suits as described below.

On July 31, 2015, North Collier Fire Control and Rescue District Firefighter Pension Plan (“North Collier”) filed a putative class action suit in the Southern District of New York, naming as defendants the Company, CFO David Doft, Mr. Nadal, and Mr. Sabatino.  On December 11, 2015, North Collier and co-lead plaintiff  Plymouth County Retirement Association filed an amended complaint, adding two additional defendants, Mr. Gendel and Senator Kirby.  The plaintiff alleges in the amended complaint violations of § 10(b), Rule 10b-5, and § 20 of the Securities Exchange Act of 1934, based on allegedly materially false and misleading statements in the Company’s SEC filings and other public statements regarding the Company's financial disclosures, executive compensation, goodwill accounting, and internal controls. The Company intends to vigorously defend this suit.

80

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

16. Commitments, Contingencies and Guarantees – (continued)

On August 7, 2015, Roberto Paniccia issued a Statement of Claim in the Ontario Superior Court of Justice in the City of Brantford, Ontario seeking to certify a class action suit naming as Defendants the Company, former CEO Miles S. Nadal, former CAO Michael C. Sabatino, CFO David Doft and BDO USA, LLP. The Plaintiff alleges violations of section 138.1 of the Ontario Securities Act (and equivalent legislation in other Canadian provinces and territories) as well as common law misrepresentation based on allegedly materially false and misleading statements in the company’s public statements, as well as omitting to disclose material facts with respect to an SEC investigation. The Company also intends to vigorously defend this suit.

Commitments.  At December 31, 2015, the Company had $5,033 of undrawn letters of credit. In addition, the Company has commitments to fund investments in an aggregate amount of $3,449.

Leases.  The Company and its subsidiaries lease certain facilities and equipment. For the years ended December 31, 2015, 2014, and 2013, gross premises rental expense amounted to $47,583, $42,657, and $38,366, respectively, which was reduced by sublease income of $1,739, $1,449, and $897, respectively. Where leases contain escalation clauses or other concessions, the impact of such adjustments is recognized on a straight-line basis over the minimum lease period.

Minimum rental commitments for the rental of office and production premises and equipment under non-cancellable leases net of sublease income, some of which provide for rental adjustments due to increased property taxes and operating costs, for the years ending December 31, 2016 and thereafter, are as follows:

Period	Amount
2016	$	39,448
2017	37,467
2018	37,055
2019	33,004
2020	30,492
2021 and thereafter	79,272
	$	256,738

At December 31, 2015, the total future cash to be received on sublease income is $11,857.

17. New Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, which amends the ASC and creates Topic 842, Leases. Topic 842 will require lessees to recognize lease assets and lease liabilities for those leases classified as operating leases under previous US GAAP on the balance sheet. This guidance is effective for annual periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently assessing the impact on its consolidated financial position and results of operations.

In January 2016, the FASB issued ASU 2016-01,Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Liabilities, which will require equity investments, except equity method investments, to be measured at fair value and any changes in fair value will be recognized in results of operations. This guidance is effective for annual and interim periods beginning after December 15, 2017 and early application is not permitted. Additionally, this guidance provides for the recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. The Company does not expect the application of this guidance to have a significant impact on its consolidated financial position or results of operations.

In November 2015, the FASB issued ASU 2015-17, Income Taxes, which amends Topic 740 and requires all deferred income tax assets and liabilities to be presented as noncurrent on the balance sheet. This amended guidance is effective beginning January 1, 2017, and may be applied retrospectively or prospectively, with early adoption permitted. The Company does not expect the application of this guidance to have a significant impact on its consolidated financial position or results of operations.

In September 2015, the FASB issued ASU 2015-16, Business Combinations. This update amends Topic 805 and requires that an acquirer (i) recognize adjustments to provision amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined, (ii) record the effect on earnings, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date, and (iii) disclose the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This guidance is effective for the Company beginning January 1, 2016. The Company is currently assessing the impact on the presentation of its financial position and disclosures.

81

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

17. New Accounting Pronouncements – (continued)

In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other-Internal-Use Software. This update amends Topic 350 and provides explicit guidance about a customer’s accounting for fees paid in a cloud computing arrangement and whether it includes a software license. This guidance is effective for the Company beginning January 1, 2016. The implementation of the amended accounting guidance is not expected to have a material impact on the consolidated financial position or results of operations.

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest. This update amends Topic 835 and requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This guidance is effective for the Company beginning January 1, 2016. The Company will adopt this amended guidance as of the quarter ended March 31, 2016.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This update supersedes Topic 605, Revenue Recognition. The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, an entity must apply a five-step approach. ASU 2014-09 provides for one of two methods of transition: retrospective application to each prior period presented; or, recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. This guidance is effective for the Company beginning January 1, 2018. The Company is currently assessing the impact and choice of transition method.

18. Employee Benefit Plans

A subsidiary acquired in 2012 sponsors a defined benefit plan. The benefits under the defined benefit plans are based on each employee’s years of service and compensation. Effective March 1, 2006, the plan was frozen to all new employees. The Company’s policy is to contribute the minimum amounts required by the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The assets of the plans are invested in an investment trust fund and consist of investments in money market funds, bonds and common stock, mutual funds, preferred stock, and partnership interests.

Net periodic pension cost consists of the following components for the years ended December 31:

	Pension Benefits			Pension Benefits
	2015			2014
Service cost	$	—		$	—
Interest cost on benefit obligation	1,864			1,788
Expected return on plan assets	(2,069		)	(2,025		)
Curtailment and settlements	—			—
Amortization of prior service cost	—			—
Amortization of actuarial (gains) losses	103			—
Net periodic benefit cost (benefit)	$	(102	)	$	(237	)

ASC 715-30-25 requires an employer to recognize the funded status of its defined pension benefit plan as a net asset or liability in its statement of financial position with an offsetting amount in accumulated other comprehensive income, and to recognize changes in that funded status in the year in which changes occur through comprehensive income.

82

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

18. Employee Benefit Plans - (continued)

Other changes in plan assets and benefit obligation recognized in Other Comprehensive Loss consist of the following components for the years ended December 31:

	Pension Benefits			Pension Benefits
	2015			2014
Curtailment/settlement	$	—		$	—
Current year actuarial (gain) loss	526			11,515
Amortization of actuarial gain (loss)	(103		)	—
Current year prior service (credit) cost	—			—
Amortization of prior service credit (cost)	—			—
Amortization of transition asset (obligation)	—			—
Total recognized in other comprehensive (income) loss	$	423		$	11,515
Total recognized in net periodic benefit cost and other comprehensive (income) loss	321			$	11,278

The following table summarizes the change in benefit obligations and fair values of plan assets for the years ended December 31:

	Pension Benefits			Pension Benefits
	2015			2014
Change in benefit obligation:
Benefit obligation, Beginning balance	$	43,799		$	32,857
Service Cost	—			—
Interest Cost	1,864			1,788
Change in Mortality	—			3,287
Plan amendments	—			—
Curtailment/settlement	—			—
Actuarial (gains) losses	(2,774		)	7,681
Benefits paid	(2,593		)	(1,814		)
Benefit obligation, Ending balance	40,296			43,799
Change in plan assets:
Fair value of plan assets, Beginning balance	28,360			26,868
Actual return on plan assets	(1,232		)	1,478
Employer contributions	655			1,828
Benefits paid	(2,593		)	(1,814		)
Fair value of plan assets, Ending balance	25,190			28,360
Unfunded status	$	15,106		$	15,439

Amounts recognized in the balance sheet at December 31 consist of the following:

	Pension Benefits		Pension Benefits
	2015		2014
Noncurrent liability	$	15,106	$	15,439
Net amount recognized	$	15,106	$	15,439

83

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

18. Employee Benefit Plans - (continued)

Amounts recognized, net of tax, in Accumulated Other Comprehensive Loss consists of the following components for the years ended December 31:

	Pension Benefits		Pension Benefits
	2015		2014
Accumulated net actuarial losses	$	9,219	$	8,796
Accumulated prior service cost	—		—
Accumulated transition obligation	—		—
Amount recognized, net of tax	$	9,219	$	8,796

The preceding table presents two measures of benefit obligations for the pension plan. Accumulated benefit obligation generally measures the value of benefits earned to date. Projected benefit obligation also includes the effect of assumed future compensation increases for plans in which benefits for prior service are affected by compensation changes. This pension plan has asset values less than these measures. Plan funding amounts are calculated pursuant to ERISA and Internal Revenue Code rules.

The following weighted average assumptions were used to determine benefit obligations as of December 31:

	Pension Benefits		Pension Benefits
	2015		2014
Discount rate	4.69	%	4.38	%
Rate of compensation increase	N/A		N/A

The discount rate assumptions at December 31, 2015 and 2014 were determined independently. A yield curve was produced for a universe containing the majority of US-issued AA-graded corporate bonds, all of which were non-callable (or callable with make-whole provisions). The discount rate was developed as the level equivalent rate that would produce the same present value as that using spot rates aligned with the projected benefit payments.

The following weighted average assumptions were used to determine net periodic costs at December 31:

	Pension Benefits		Pension Benefits
	2015		2014
Discount rate	4.38	%	5.26	%
Expected return on plan assets	7.40	%	7.40	%
Rate of compensation increase	N/A		N/A

The expected return on plan assets is a long-term assumption established by considering historical and anticipated returns of the asset classes invested in by the pension plan and the allocation strategy currently in place among those classes.

84

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

18. Employee Benefit Plans - (continued)

Fair Value of Plan Assets

The Defined Benefit plan assets fall into any of three fair value classifications as defined in the FASB ASC Topic 820, Fair Value Measurements. There are no Level 3 assets held by the plan. The fair value of the plan assets as of December 31 is as follows:

	December 31, 2015		Level 1		Level 2		Level 3
Asset Category:
Money Market Fund – Short Term Investments	$	1,580	$	145	$	1,435	$	—
Common Stock	9,479		9,479		—		—
Corporate Bonds	3,834		—		3,834		—
Mutual Funds	10,006		10,006		—		—
Foreign Stock	291		291		—		—
Total	$	25,190	$	19,921	$	5,269	$	—

	December 31, 2014		Level 1		Level 2		Level 3
Asset Category:
Money Market Fund – Short Term Investments	$	982	$	251	$	731	$	—
Common Stock	11,099		11,099		—		—
Corporate Bonds	5,460		—		5,460		—
Mutual Funds	10,606		10,606		—		—
Foreign Stock	213		213		—		—
Total	$	28,360	$	22,169	$	6,191	$	—

The pension plans weighted-average asset allocation for the years ended December 31, 2015 and 2014 are as follows:

	Target Allocation		Actual Allocation		Actual Allocation
	2015		2015		2014
Asset Category:
Equity Securities	60	%	68.0	%	65.0	%
Debt Securities	40	%	25.7	%	31.5	%
Cash/Cash Equivalents and Short Term Investments	—	%	6.3	%	3.5	%
	100	%	100	%	100	%

The investment policy for the plans is formulated by the Company’s Pension Plan Committee (the “Committee”). The Committee is responsible for adopting and maintaining the investment policy, managing the investment of plan assets and ensuring that the plans’ investment program is in compliance with all provisions of ERISA, as well as the appointment of any investment manager who is responsible for implementing the plans’ investment process.

The goals of the pension plan investment program are to fully fund the obligation to pay retirement benefits in accordance with the plan documents and to provide returns that, along with appropriate funding from the Company, maintain an asset/liability ratio that is in compliance with all applicable laws and regulations and assures timely payment of retirement benefits.

The Company’s overall investment strategy is to achieve a mix of approximately 50 percent of investments for long-term growth and 50 percent for near-term benefit payments with a wide diversification of asset types and fund strategies.

Equity securities primarily include investments in large-cap and mid-cap companies primarily located in the United States, as well as a smaller percentage invested in large-cap and mid-cap companies located outside of the United States. Fixed income securities are diversified across different asset types with bonds issued in the United States as well as outside the United States.

The target allocation of plan assets is 50 percent equity securities and 50 percent corporate bonds and US Treasury securities.

85

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

18. Employee Benefit Plans - (continued)

The Plan invests in various investment securities. The investments are primarily invested in corporate equity and bond securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the preceding tables.

The above tables present information about the pension plan assets measured at fair value at December 31, 2015 and the valuation techniques used by the Company to determine those fair values.

In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets that the Plan has the ability to access.

Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset.

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each plan asset.

The net of investment manager fee asset return objective is to achieve a return earned by passively managed market index funds, weighted in the proportions identified in the strategic asset allocation matrix. Each investment manager is expected to perform in the top one-third of funds having similar objectives over a full market cycle.

The investment policy is reviewed by the Committee at least annually and confirmed or amended as needed. Under ASC 715-30-25, the transition obligation, prior service costs, and actuarial (gains)/losses are recognized in Accumulated Other Comprehensive Income each December 31 or any interim measurement date, while amortization of these amounts through net periodic benefit cost will occur in accordance with ASC 715-30 and ASC 715-60. The estimated amounts that will be amortized in 2016 are as follows:

	Pension Benefits
Estimated Amortization:	2016
Prior service cost (credit) amortization	$	—
Net loss amortization	137
Total	$	137

The following estimated benefit payments, which reflect expected future service, as appropriate, are expected to be paid in the years ending December 31:

Period	Amount
2016	$	1,517
2017	$	1,666
2018	$	1,823
2019	$	1,832
2020	$	2,092
2021 – 2025	$	11,399

The pension plan contributions are deposited into a trust, and the pension plan benefit payments are made from trust assets.

86

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

19. Changes in Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) for the year ended December 31 were:

	Defined Benefit Pension			Foreign Currency Translation			Total
Balance December 31, 2013	$	1,607		$	(2,404	)	$	(797	)
Other comprehensive income before reclassifications	—			3,448			3,448
Amounts reclassified from accumulated other comprehensive income (loss)	(10,403		)	—			(10,403		)
Other comprehensive income (loss)	$	(10,403	)	$	3,448		$	(6,955	)
Balance December 31, 2014	$	(8,796	)	$	1,044		$	(7,752	)
Other comprehensive income before reclassifications	—			14,432			14,432
Amounts reclassified from accumulated other comprehensive income (loss)	(423		)	—			(423		)
Other comprehensive income (loss)	(423		)	14,432			14,009
Balance December 31, 2015	$	(9,219	)	$	15,476		$	6,257

Reclassifications for the year ended December 31, 2015 were as follows:

	2015
Amortization of defined pension plan:
Prior service cost	$	—
Actuarial losses	103
Net periodic benefit cost	103
Income tax expense	41
Net of tax	$	62

For the year ended December 31, 2014, there were no reclassifications from accumulated other comprehensive income (loss).

87

MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

20. Quarterly Results of Operations (Unaudited)

The following table sets forth a summary of the Company’s consolidated unaudited quarterly results of operations for the years ended December 31, in thousands of dollars, except per share amounts.

	Quarters
	First			Second		Third			Fourth
Revenue:
2015	$	302,222		$	336,606	$	328,415		$	359,013
2014	$	274,854		$	299,356	$	309,391		$	339,911
Cost of services sold:
2015	$	210,419		$	225,042	$	212,925		$	231,330
2014	$	181,468		$	188,875	$	205,549		$	222,626
Income (loss) from continuing operations:
2015	$	(23,417	)	$	31,072	$	(5,166	)	$	(24,511	)
2014	$	(7,213	)	$	19,555	$	(1,868	)	$	(6,381	)
Net income (loss) attributable to MDC Partners Inc.:
2015	$	(32,091	)	$	29,560	$	(8,604	)	$	(26,222	)
2014	$	(8,846	)	$	16,470	$	(4,922	)	$	(26,759	)
Income (loss) per common share:
Basic
Continuing operations:
2015	$	(0.52	)	$	0.57	$	(0.15	)	$	(0.52	)
2014	$	(0.17	)	$	0.36	$	(0.07	)	$	(0.17	)
Net income (loss):
2015	$	(0.65	)	$	0.60	$	(0.17	)	$	(0.52	)
2014	$	(0.18	)	$	0.33	$	(0.10	)	$	(0.54	)
Diluted
Continuing operations:
2015	$	(0.52	)	$	0.56	$	(0.15	)	$	(0.52	)
2014	$	(0.17	)	$	0.35	$	(0.07	)	$	(0.17	)
Net income (loss):
2015	$	(0.65	)	$	0.59	$	(0.17	)	$	(0.52	)
2014	$	(0.18	)	$	0.32	$	(0.10	)	$	(0.54	)

The above revenue, cost of services sold, and income (loss) from continuing operations have primarily been affected by acquisitions, divestitures and discontinued operations.

Historically, with some exceptions, the Company’s fourth quarter generates the highest quarterly revenues in a year. The fourth quarter has historically been the period in the year in which the highest volumes of media placements and retail related consumer marketing occur.

Income (loss) from continuing operations and net loss have been affected as follows:

• The fourth quarter of 2015 and 2014 included a foreign exchange loss of $9,531 and $8,066, respectively.

• The fourth quarter of 2015 and 2014 included stock-based compensation charges of $4,771 and $5,463, respectively.

• The fourth quarter of 2015 and 2014 included deferred acquisition adjustments of $41,910 and $1,751, respectively.

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MDC PARTNERS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Thousands of United States Dollars, Unless Otherwise Stated Except per Share Amounts)

21. Other Events

The Special Committee of the Board of Directors (the “Special Committee”) and management have continued to fully cooperate with the SEC in connection with its ongoing investigation of the Company, including with respect to payments made to or on behalf of Miles Nadal and Nadal Management Limited. Mr. Nadal resigned from his position as CEO and as a Director of the Company’s Board of Directors, effective July 20, 2015, and agreed to repay to the Company specified expenses paid by the Company on his behalf and prior cash bonus awards. 

Specifically, as of December 31, 2015, Mr. Nadal repaid to the Company an aggregate amount equal to $11,285 in respect of perquisites and improper payments identified by the Special Committee. The Company recorded this amount as a reduction of office and general expenses in 2015. In addition, Mr. Nadal agreed to repay to the Company $10,582 in connection with amounts required to be repaid pursuant to cash bonus awards previously paid to Mr. Nadal, with such repayments to be made in five installments, with the last to be paid on December 31, 2017. Mr. Nadal repaid to the Company the first installment of $1,000 in September 2015 and the second installment of $1,500 in December 2015. The Company recorded a charge of approximately  $5,338 in 2015 for the balance of prior cash bonus award amounts that will not be recovered.

The SEC investigation of these expenses and related matters remains ongoing. For the twelve months ended December 31, 2015, the Company has incurred $13,705 of professional expenses relating to the ongoing SEC investigation, which were offset by $1,000 of proceeds from insurance.   

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Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosures

Not Applicable.

Item 9A. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be included in our SEC reports is recorded, processed, summarized and reported within the applicable time periods specified by the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and our Chief Financial Officer (CFO), who is our principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

We conducted an evaluation, under the supervision and with the participation of our management, including our CEO, our CFO and our management Disclosure Committee, of the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15(b) of the Exchange Act. Based on that evaluation, the CEO and CFO have concluded that the Company’s disclosure controls and procedures were effective.

(b) Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) under the Exchange Act). Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

We evaluated the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, we used the criteria set forth in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our assessment, we believe that, as of December 31, 2015, we maintained effective internal control over financial reporting based on these criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2015, has been independently audited by BDO USA, LLP, an independent registered public accounting firm, as stated in their report which is included herein.

(c) Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2015, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Implementation of Additional Procedures

In connection with the matters described in more detail under “Item 3 - Legal Proceedings,” during the course of 2015, we have adopted and implemented a series of remedial steps to improve and strengthen our disclosure and internal controls and procedures regarding travel, entertainment and related expenses. The remedial steps include:

•Adoption and implementation of a new Travel & Entertainment Policy. Effective July 20, 2015, the Board and management determined that we would not permit the use of any private aircraft by our directors and officers.

•Quarterly review and reporting to our Audit Committee with respect to compliance by our executive officers with travel and expense reimbursement policies.

•Implementation of new controls and approval procedures in accounts payable processing, including authorization of payments and wire transfers.

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(d) Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

MDC Partners Inc.

New York, New York

Toronto, Canada

We have audited MDC Partners Inc. internal control over financial reporting as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). MDC Partners Inc.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying “Item 9A - Management’s Report on Internal Control Over Financial Reporting”. Our responsibility is to express an opinion on the company’s internal control over financial reporting 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 effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, MDC Partners Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the COSO criteria.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board, the consolidated balance sheets of MDC Partners Inc. as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive loss, shareholders’ deficit, and cash flows for each of the three years in the period ended December 31, 2015 and our report dated February 26, 2016 expressed an unqualified opinion thereon.

/s/ BDO USA, LLP

New York, New York

February 26, 2016

91

Item 9B. Other Information

None.

92

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Reference is made to the sections captioned “Nomination of Directors,” “Information Concerning Nominees for Election as Directors,” “Information Concerning Executive Officers,” “Audit Committee,” “Ethical Conduct” and “Compliance with Section 16(a) of the Exchange Act” in our Proxy Statement for the 2016 Annual General Meeting of Stockholders, which will be filed with the Commission within 120 days of the close of our fiscal year ended December 31, 2015, which sections are incorporated herein by reference.

Executive Officers of MDC Partners

The executive officers of MDC Partners as of February 26, 2016 are:

Name	Age	Office
Scott L. Kauffman(1)	60	Chairman of the Board and Chief Executive Officer
David B. Doft	44	Chief Financial Officer
Andre Coste	52	Executive Vice President and Chief Operating Officer
Alex Delanghe	36	Senior Vice President, Corporate Communications
Mitchell S. Gendel	50	General Counsel and Corporate Secretary
Bob Kantor	58	Chief Marketing and Business Development Officer
Amie Miller	44	Senior Vice President, Talent
David C. Ross	35	Senior Vice President, Corporate Development & Strategy

____________

(1) Also a member of MDC's Board of Directors.

There is no family relationship among any of the executive officers or directors.

Mr. Kauffman joined MDC Partners in April 2006 as a director on the board of directors and, effective July 20, 2015, assumed the role of Chairman and Chief Executive Officer of MDC Partners.  From April 2013 until May 2014, Mr. Kauffman served as the President and Chief Executive Officer, and a member of the Board of Directors, of New Engineering University. From April 2011 until January 2013, Mr. Kauffman was a Board member and then Chairman of LookSmart, Ltd, a publicly-traded, syndicated pay-per-click search network. From January 2009 to August 2010, Mr. Kauffman was President and Chief Executive Officer, and a member of the board, of GeekNet, Inc., a publicly-traded open source software application developer and e-commerce website operator.

Mr. Doft joined MDC Partners in August 2007 as Chief Financial Officer. Prior to joining MDC Partners, he oversaw media and Internet investments at Cobalt Capital Management Inc. from July 2005 to July 2007. Prior thereto, he worked at Level Global Investors from October 2003 to March 2005 investing in media and Internet companies. Before that, Mr. Doft was a sell side analyst for ten years predominately researching the advertising and marketing services sector for CIBC World Markets where he served as Executive Director and ABN AMRO/ING Barings Furman Selz where he was a Managing Director.

Mr. Coste joined MDC Partners in April 2013 and acts as Executive Vice President and Chief Operating Officer. Prior to joining MDC Partners, he was with Publicis Worldwide for nine years, first as Chief Financial Officer of the Asia-Pacific Region from 2004 to 2008 and then as Global Chief Financial Officer from 2008 to 2013.

Ms. Delanghe joined MDC Partners in January 2012, as Senior Vice President, Corporate Communications. Prior to joining MDC Partners, Ms. Delanghe served as U.S. Director of Communications for DDB, managing national communications efforts on behalf of the network and its agencies.

Mr. Gendel joined MDC Partners in November 2004, as General Counsel and Corporate Secretary. Prior to joining MDC Partners, he served as Vice President and Assistant General Counsel at The Interpublic Group of Companies, Inc. from December 1999 until September 2004.

Mr. Kantor joined MDC Partners in May 2009, and currently serves as Chief Marketing and Business Development Officer. Prior to joining MDC Partners, he served as CEO of Publicis NY and President of Lowe & Partners NA, and also founded and built Rotter Kantor, an integrated communications company, as well as Hanger Network, the country's largest green-marketing platform.

Ms. Miller joined MDC Partners in January 2010, as Senior Vice President, Talent. Prior to joining MDC Partners' corporate group, Ms. Miller served as VP, Talent Director at Crispin Porter + Bogusky, which she originally joined in 1992.

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Mr. Ross joined MDC Partners in March 2010 and became Senior Vice President, Corporate Development & Strategy, in March 2012. Prior to joining MDC Partners, he was an Associate at Skadden Arps LLP where he represented corporate clients in a variety of capital markets and M&A transactions.

Additional information about our directors and executive officers appears under the captions “Election of Directors” and “Executive Compensation” in the Company's Proxy Statement for the 2016 Annual General Meeting of Stockholders.

Code of Conduct

The Company has adopted a Code of Conduct, which applies to all directors, officers (including the Company’s Chief Executive Officer and Chief Financial Officer) and employees of the Company and its subsidiaries. The Company’s policy is to not permit any waiver of the Code of Conduct for any director or executive officer, except in extremely limited circumstances. Any waiver of this Code of Conduct for directors or officers of the Company must be approved by the Company’s Board of Directors. Amendments to and waivers of the Code of Conduct will be publicly disclosed as required by applicable laws, rules and regulations. The Code of Conduct is available free of charge on the Company’s website at http://www.mdc-partners.com, or by writing to MDC Partners Inc., 745 Fifth Avenue, 19th Floor, New York, New York, 10151, Attention: Investor Relations.

Item 11. Executive Compensation

Reference is made to the sections captioned “Compensation of Directors” and “Executive Compensation” in the Company's next Proxy Statement for the 2016 Annual General Meeting of Stockholders, which are incorporated herein by reference.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Reference is made to Item 5 of this Form 10-K and to the sections captioned “Section 16 (a) Beneficial Ownership Reporting Compliance” in the Company’s Proxy Statement for the 2016 Annual General Meeting of Stockholders, which are incorporated herein by reference.

Item 13. Certain Relationships and Related Transactions and Director Independence

Reference is made to the section captioned “Transactions with Related Parties” in this Form 10-K, and to “Certain Relationships and Related Transactions” in the Company's Proxy Statement for the 2016 Annual General Meeting of Stockholders, which is incorporated herein by reference.

Item 14. Principal Accountant Fees and Services

Reference is made to the section captioned “Appointment of Auditors” in the Company's Proxy Statement for the 2016 Annual General Meeting of Stockholders, which is incorporated herein by reference.

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PART IV

Item 15. Exhibits and Financial Statement Schedules.

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

MDC Partners Inc. New York, New York

The audits referred to in our report dated February 26, 2016 relating to the consolidated financial statements of MDC Partners Inc., which is contained in Item 8 of this Form 10-K also included the audit of the financial statement Schedule II for years ended 2015, 2014 and 2013. This financial statement schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statement schedule based on our audits.

In our opinion such financial statement Schedule II, when considered in relation to the basic consolidated financial statements taken as a whole, present fairly, in all material respects, the information set forth therein.

/s/ BDO USA, LLP

New York, New York

February 26, 2016

95

(a) Financial Statements and Schedules

The Financial Statements and schedules listed in the accompanying index to Consolidated Financial Statements in Item 8 are filed as part of this report. Schedules not included in the index have been omitted because they are not applicable.

Schedule II — 1 of 2

MDC PARTNERS INC. & SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

For the Three Years Ended December 31,

(Dollars in Thousands)

Column A	Column B		Column C		Column D			Column E			Column F
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Removal of Uncollectible Receivables			Translation Adjustments Increase (Decrease)			Balance at the End of Period
Valuation accounts deducted from assets to which they apply –  allowance for doubtful accounts:
December 31, 2015	$	1,409	$	750	$	(799	)	$	(54	)	$	1,306
December 31, 2014	$	2,011	$	556	$	(1,127	)	$	(31	)	$	1,409
December 31, 2013	$	1,581	$	1,484	$	(1,042	)	$	(12	)	$	2,011

Schedule II — 2 of 2

MDC PARTNERS INC. & SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

For the Three Years Ended December 31,

(Dollars in Thousands)

Column A	Column B		Column C			Column D			Column E			Column F
Description	Balance at Beginning of Period		Charged to Costs and Expenses			Other(1)			Translation Adjustments Increase (Decrease)			Balance at the End of Period
Valuation accounts deducted from assets to which they apply – valuation allowance for deferred income taxes:
December 31, 2015	$	119,117	$	9,381		$	(149	)	$	(4,206	)	$	124,143
December 31, 2014	$	137,961	$	(10,437	)	$	(7,062	)	$	(1,345	)	$	119,117
December 31, 2013	$	134,761	$	6,640		$	(2,212	)	$	(1,228	)	$	137,961

____________

(1) Adjustment to reconcile actual net operating loss carry forwards to prior year tax accrued, utilization of net operating loss carry forwards, which were fully reserved, adjustment for net operating loss relating to sale of business and pension plan adjustment.

(b) Exhibits

The exhibits listed on the accompanying Exhibits Index are filed as a part of this report.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

By:

MDC PARTNERS INC.

Date:	February 26, 2016	/s/ Scott L. Kauffman
		Name: Scott L. Kauffman Title: Chairman and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Scott L. Kauffman	Chairman and Chief Executive Officer	February 26, 2016
Scott L. Kauffman
/s/ David Doft	Chief Financial Officer (Principal Accounting Officer)	February 26, 2016
David Doft
/s/ Clare Copeland	Director	February 26, 2016
Clare Copeland
/s/ Michael J. Kirby	Director	February 26, 2016
Michael J. Kirby
/s/ Irwin D. Simon	Director	February 26, 2016
Irwin D. Simon

97

EXHIBIT INDEX

Exhibit No.	Description
3.1	Articles of Amalgamation, dated January 1, 2004 (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on May 10, 2004);
3.1.1	Articles of Continuance, dated June 28, 2004 (incorporated by reference to Exhibit 3.3 to the Company’s Form 10-Q filed on August 4, 2004);
3.1.2	Articles of Amalgamation, dated July 1, 2010 (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on July 30, 2010);
3.1.3	Articles of Amalgamation, dated May 1, 2011 (incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q filed on May 2, 2011);
3.1.4	Articles of Amalgamation, dated January 1, 2013 (incorporated by reference to Exhibit 3.1.4 to the Company’s Form 10-K filed on March 10, 2014);
3.1.5	Articles of Amalgamation, dated April 1, 2013 (incorporated by reference to Exhibit 3.1.5 to the Company’s Form 10-K filed on March 10, 2014);
3.1.6	Articles of Amalgamation, dated July 1, 2013 (incorporated by reference to Exhibit 3.1.6 to the Company’s Form 10-K filed on March 10, 2014);
3.2	General By-law No. 1, as amended on April 29, 2005 (incorporated by reference to Exhibit 3.2 to the Company’s Form 10-K filed on March 16, 2007);
4.1	Indenture, dated as of March 20, 2013, among the Company, the Guarantors and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on March 20, 2013);
4.1.1	6.75% Senior Notes due 2020 (incorporated by reference to Exhibit 4.2 to the Company’s Form 8-K filed on March 20, 2013);
4.1.2	First Supplemental Indenture, dated as of June 21, 2013, to the Indenture, dated as of March 20, 2013, among the Company, the Note Guarantors and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1.2 to the Company’s Form 10-K filed on March 10, 2014);
4.1.3	Second Supplemental Indenture, dated as of November 6, 2013, to the Indenture, dated as of March 20, 2013, among the Company, the Note Guarantors and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1.3 to the Company’s Form 10-K filed on March 10, 2014);
4.1.4	Third Supplemental Indenture, dated as of November 15, 2013, to the Indenture, dated as of March 20, 2013, among the Company, the Note Guarantors and The Bank of New York Mellon, as trustee, including the form of 6.75% Senior Notes due 2020 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on November 15, 2013);
4.1.5	Fourth Supplemental Indenture, dated as of March 14, 2014, to the Indenture, dated as of March 20, 2013, among the Company, the Note Guarantors and The Bank of New York Mellon, as trustee (incorporated by reference to Exhibit 4.1 to the Company’s Form 10-Q filed on April 29, 2014);
4.1.6	Fifth Supplemental Indenture, dated as of April 2, 2014, to the Indenture, dated as of March 20, 2013, among the Company, the Note Guarantors and The Bank of New York Mellon, as trustee, including the form of 6.75% Senior Notes due 2020 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed on April 2, 2014);
4.1.7	Sixth Supplemental Indenture, dated as of November 19, 2015, to the Indenture, dated as of March 20, 2013, among the Company, the Note Guarantors and The Bank of New York Mellon, as trustee*;
10.1	Amended and Restated Credit Agreement, dated as of March 20, 2013, among the Company, Maxxcom Inc., a Delaware corporation, each of their subsidiaries party thereto, Wells Fargo Capital Finance, LLC, as agent, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 20, 2013);
10.1.1	Consent and First Amendment, with an effective date of November 8, 2013, to Amended and Restated Credit Agreement, dated as of March 20, 2013 by and among the Company, Maxxcom Inc., a Delaware corporation, each of their subsidiaries party thereto, Wells Fargo Capital Finance, LLC, as agent, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on November 12, 2013);
10.1.2	Second Amendment, with an effective date of February 14, 2014, to Amended and Restated Credit Agreement, dated as of March 20, 2013, by and among the Company, Maxxcom Inc., a Delaware corporation, each of their subsidiaries party thereto, Wells Fargo Capital Finance, LLC, as agent, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1.2 to the Company’s Form 10-K filed on March 10, 2014);
10.1.3	Consent and Third Amendment, with an effective date of March 27, 2014, to Amended and Restated Credit Agreement, dated as of March 20, 2013, among the Company, Maxxcom Inc., a Delaware corporation, each of their subsidiaries party thereto, Wells Fargo Capital Finance, LLC, as agent, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on March 28, 2014);

98

10.1.4	Fourth Amendment, with an effective date of October 23, 2014, to Amended and Restated Credit Agreement, dated as of March 20, 2013, by and among the Company, Maxxcom Inc., a Delaware corporation, each of their subsidiaries party thereto, Wells Fargo Capital Finance, LLC, as agent, and the lenders from time to time party thereto (incorporated by reference to Exhibit 10.1 to the Company’s 8-K filed on October 24, 2014);
10.2	Employment Agreement between the Company and Scott Kauffman, dated as of August 6, 2015*;
10.3	Separation Agreement, by and among the Company, Nadal Management Limited, Nadal Financial Corporation and Miles Nadal, dated as of July 20, 2015 (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on July 20, 2015);
10.4.1	Board Resignation Letter of Stephen Pustil, dated June 11, 2015 (effective July 1, 2015) (incorporated by reference to Exhibit 10.2 to the Company’s 10-Q filed on August 7, 2015);
10.4.2	Agreement of Retirement, Settlement and Release, dated October 29, 2015, by and between the Company and Stephen Pustil*;
10.5	Employment Agreement between the Company and David Doft, dated as of July 19, 2007 (effective August 10, 2007) (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q filed on August 7, 2007);
10.5.1	Amendment No. 1 dated March 7, 2011, to the Amended and Restated Employment Agreement made as of July 19, 2007, by and between the Company and David Doft (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on May 2, 2011);
10.6	Amended and Restated Employment Agreement between the Company and Mitchell Gendel, dated as of July 6, 2007 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on August 7, 2007);
10.6.1	Amendment No. 1 dated March 7, 2011, to the Amended and Restated Employment Agreement made as of July 6, 2007, by and between the Company and Mitchell Gendel (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on May 2, 2011);
10.7	Separation Agreement between the Company and Michael Sabatino, dated as of July 29, 2015*;
10.8	Amended and Restated Employment Agreement, dated as of August 10, 2014, between Lori Senecal and the Company (incorporated by reference to Exhibit 10.3 to the Company’s Form 10-Q filed on August 11, 2014);
10.8.1	Board Resignation Letter of Lori Senecal, dated June 29, 2015 (effective July 1, 2015) (incorporated by reference to Exhibit 10.3 to the Company’s 10-Q filed on August 7, 2015);
10.8.2	Assignment and Assumption Agreement, effective as of December 31, 2015, by and among the Company, Crispin Porter & Bogusky LLC and Lori Senecal*;
10.9	Employment Agreement between the Company and Andre Coste, dated as of March 17, 2013*;
10.10	Amended and Restated Stock Appreciation Rights Plan, as adopted by the shareholders of the Company at the 2009 Annual and Special Meeting of Shareholders on June 2, 2009 (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on June 5, 2009);
10.10.1	Form of Stock Appreciation Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s 10-Q filed on May 5, 2006);
10.11	Amended 2005 Stock Incentive Plan of the Company, as approved and adopted by the shareholders of the Company at the 2009 Annual and Special Meeting of Shareholders on June 2, 2009 (incorporated by reference to Exhibit 10.1 to the Company’s 8-K filed on June 5, 2009);
10.11.1	Form of Stock Option Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on November 9, 2005);
10.11.2	Form of Financial Performance-Based Restricted Stock Grant Agreement (incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed on March 2, 2006);
10.11.3	Form of Financial Performance-Based Restricted Stock Unit Grant Agreement (incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed on March 2, 2006);
10.11.4	Form of Service-Based and Financial Performance-Based Restricted Stock Unit Agreement (incorporated by reference to Exhibit 10.4 of the Company’s Form 10-Q filed on November 8, 2007);
10.11.5	Form of Restricted Stock Grant Agreement (2010) (incorporated by reference to Exhibit 10.12.5 to the Company’s Form 10-K filed on March 10, 2010);
10.11.6	Form of Restricted Stock Unit (RSU) Grant Agreement (2010) (incorporated by reference to Exhibit 10.12.6 to the Company’s Form 10-K filed on March 10, 2010);
10.11.7	Form of Restricted Stock Grant Agreement (2011) (incorporated by reference to Exhibit 10.12.9 to the Company’s Form 10-K filed on March 14, 2011);
10.11.8	Form of Restricted Stock Unit (RSU) Grant Agreement (2011) (incorporated by reference to Exhibit 10.12.10 to the Company’s Form 10-K filed on March 14, 2011);
10.11.9	2008 Key Partner Incentive Plan, as approved and adopted by the shareholders of the Company at the 2008 Annual and Special Meeting of Shareholders on May 30, 2008 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on July 31, 2008);

99

10.12	2011 Stock Incentive Plan of the Company, as approved and adopted by the shareholders of the Company on June 1, 2011 (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on June 1, 2011);
10.12.1	Form of Restricted Stock Grant Agreement (2011 Plan) (incorporated by reference to Exhibit 10.2 to the Company's Form 8-K filed on June 1, 2011);
10.12.2	Form of Restricted Stock Unit (RSU) Grant Agreement (2011 Plan) (incorporated by reference to Exhibit 10.3 to the Company's Form 8-K filed on June 1, 2011);
10.12.3	Form of Restricted Stock Grant Agreement (2012) (incorporated by reference to Exhibit 10.13.3 of the Company’s Form 10-K filed on March 15, 2012);
10.12.4	Form of Restricted Stock Unit (RSU) Grant Agreement (2012) (incorporated by reference to Exhibit 10.13.4 of the Company’s Form 10-K filed on March 15, 2012);
10.12.5	Form of 2014 Financial-Performance Based Restricted Stock Grant Agreement (incorporated by reference to Exhibit 10.10.5 to the Company’s Form 10-K filed on March 10, 2014);
10.13	Form of Incentive/Retention Payment letter agreement (incorporated by reference to Exhibit 10.1 to the Company's Form 8-K filed on August 1, 2011);
10.14	MDC Partners Inc. 2014 Long Term Cash Incentive Compensation Plan, as adopted March 6, 2014, including forms of 2014 Award Agreement (incorporated by reference to Exhibit 10.12 to the Company’s Form 10-K filed on March 10, 2014);
10.15	Form of Financial-Performance Based Restricted Stock Grant Agreement (2016)*;
12	Statement of computation of ratio of earnings to fixed charges*;
14	Code of Conduct of MDC Partners Inc. (as amended, November 2015)*;
14.1	MDC Partners’ Corporate Governance Guidelines (as amended, February 2016)*;
21	Subsidiaries of Registrant*;
23	Consent of Independent Registered Public Accounting Firm BDO USA, LLP*;
31.1	Certification by Chief Executive Officer pursuant to Rules 13a 14(a) and 15d 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002*;
31.2	Certification by Chief Financial Officer pursuant to Rules 13a 14(a) and 15d 14(a) under the Securities Exchange Act of 1934 and Section 302 of the Sarbanes-Oxley Act of 2002*;
32.1	Certification by Chief Executive Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*;
32.2	Certification by Chief Financial Officer pursuant to 18 USC. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*.

___________

*    Filed electronically herewith.

100

EX-4.1.7

Exhibit 4.1.7

SIXTH SUPPLEMENTAL INDENTURE

This Sixth Supplemental Indenture, dated as of November 19, 2015 (this “Supplemental Indenture”), among Albion Brand Communication Limited, a United Kingdom corporation (“Albion”), HPR Partners, LLC, a Delaware limited liability company (“HPR”), Legend PR Partners LLC, a Delaware limited liability company (“Legend”), MDC Partners UK Holdings Limited, a United Kingdom corporation (“MDC Partners UK”), Trapeze Media Limited, an Ontario corporation (“Trapeze”), and Y Media Labs LLC, a Delaware limited liability company (“Y Media”, and each of Albion, HPR, Legend, MDC Partners UK and Trapeze, an “Additional Note Guarantor”), each a subsidiary of MDC Partners Inc., a corporation continued under the laws of Canada (together with its successors and assigns, the “Company”) and The Bank of New York Mellon, a New York banking corporation (the “Trustee”) under the Indenture referred to below.

W I T N E S S E T H:

WHEREAS, each of the Company, the Note Guarantors and the Trustee have heretofore executed and delivered an Indenture, dated as of March 20, 2013 (as supplemented by the First Supplemental Indenture, dated as of June 21, 2013, the Second Supplemental Indenture, dated as of November 6, 2013, the Third Supplemental Indenture, dated as of November 15, 2013, the Fourth Supplemental Indenture, dated as of March 17, 2014, the Fifth Supplemental Indenture, dated as of April 2, 2014, and as amended, supplemented, waived or otherwise modified, the “Indenture”), providing for the issuance of 6.75% Senior Notes due 2020 of the Company (the “Notes”);

WHEREAS, pursuant to Section 10.7 of the Indenture, the Company is required to cause each Restricted Subsidiary that is not a Note Guarantor that Guarantees or becomes a co-borrower under or grants Liens to secure, any Bank Credit Facility, to execute and deliver to the Trustee an Additional Note Guarantee; and

WHEREAS, pursuant to Section 9.1 of the Indenture, the Trustee and each Additional Note Guarantor is authorized to execute and deliver this Supplemental Indenture to supplement the Indenture, without the consent of any Holder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Additional Note Guarantor and the Trustee mutually covenant and agree for the equal and ratable benefit of the holders of the Notes as follows:

ARTICLE I
DEFINITIONS

Section 1.1. Defined Terms. Unless otherwise defined in this Supplemental Indenture, terms defined in the Indenture are used herein as therein defined.

ARTICLE II
AGREEMENT TO BE BOUND; GUARANTEE

Section 2.1. Agreement to be Bound. Each Additional Note Guarantor hereby becomes a party to the Indenture as a Note Guarantor and as such will have all of the rights and be subject to all of the obligations and agreements of a Note Guarantor under the Indenture. Each Additional Note Guarantor hereby agrees to be bound by all of the provisions of the Indenture applicable to a Note Guarantor and to perform all of the obligations and agreements of a Note Guarantor under the Indenture.

Section 2.2. Guarantee. Each Additional Note Guarantor hereby fully, unconditionally and irrevocably guarantees, as primary obligor and not merely as surety, jointly and severally with each other Note Guarantor, to each Holder of the Notes and the Trustee, the full and punctual payment when due, whether at maturity, by acceleration, by redemption or otherwise, of the Obligations, all as more fully set forth in Article X of the Indenture.

ARTICLE III
MISCELLANEOUS

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Section 3.1. Notices. Any notice or communication delivered to the Company under the provisions of the Indenture shall constitute notice to each Additional Note Guarantor.

Section 3.2. Parties. Nothing expressed or mentioned herein is intended or shall be construed to give any Person, firm or corporation, other than the Holders and the Trustee, any legal or equitable right, remedy or claim under or in respect of this Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 3.3. Governing Law etc. This Supplemental Indenture shall be governed by the provisions set forth in Section 11.7 of the Indenture. Each of Albion, MDC Partners UK and Trapeze has appointed CT Corporation System, 111 Eighth Avenue, 13^th Floor, New York, New York, 10011 as its authorized agent (the “Authorized Agent”) upon whom all writs, process and summonses may be served in any suit, action or proceeding arising out of or based upon the Indenture or the Notes which may be instituted in any federal or state court in the Borough of Manhattan, New York City. Albion, MDC Partners UK and Trapeze hereby represent and warrant that the Authorized Agent has accepted such appointment and has agreed to act as said agent for service of process, and Albion, MDC Partners UK and Trapeze agree to take any and all action, including the filing of any and all documents, that may be necessary to continue such appointment in full force and effect as aforesaid so long as the Notes remain outstanding. Albion, MDC Partners UK and Trapeze agree that the appointment of the Authorized Agent shall be irrevocable so long as any of the Notes remain outstanding or until the irrevocable appointment by Albion, MDC Partners UK and Trapeze, respectively, of a successor agent in the Borough of Manhattan, New York City as their respective authorized agent for such purpose and the acceptance of such appointment by such successor. Service of process upon the Authorized Agent shall be deemed, in every respect, effective service of process upon Albion, MDC Partners UK and Trapeze, as applicable.

Section 3.4. Severability. In case any provision in this Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

Section 3.5. Ratification of Indenture; Supplemental Indenture Part of Indenture. Except as expressly amended hereby, the Indenture is in all respects ratified and confirmed and all the terms, conditions and provisions thereof shall remain in full force and effect. This Supplemental Indenture shall form a part of the Indenture for all purposes, and every Holder of Notes heretofore or hereafter authenticated and delivered shall be bound hereby. The Trustee makes no representation or warranty as to the validity or sufficiency of this Supplemental Indenture.

Section 3.6. Duplicate and Counterpart Originals. The parties may sign any number of copies of this Supplemental Indenture. One signed copy is enough to prove this Supplemental Indenture. This Supplemental Indenture may be executed in any number of counterparts, each of which so executed shall be an original, but all of them together represent the same agreement.

Section 3.7. Headings. The headings of the Articles and Sections in this Supplemental Indenture have been inserted for convenience of reference only, are not intended to be considered as a part hereof and shall not modify or restrict any of the terms or provisions hereof.

[Signature Pages Follow]

2

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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

ALBION BRAND COMMUNICATION LIMITED,
as a Note Guarantor

By: /s/ David Doft    
Name: David Doft
Title: Authorized Signatory

[Signature page to Sixth Supplemental Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

HPR PARTNERS, LLC,
as a Note Guarantor

By: /s/ David Doft    
Name: David Doft
Title: Authorized Signatory

[Signature page to Sixth Supplemental Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

LEGEND PR PARTNERS LLC,
as a Note Guarantor

By: /s/ David Doft    
Name: David Doft
Title: Authorized Signatory

[Signature page to Sixth Supplemental Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

MDC PARTNERS UK HOLDINGS LIMITED,
as a Note Guarantor

By: /s/ David Doft    
Name: David Doft
Title: Authorized Signatory

[Signature page to Sixth Supplemental Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

TRAPEZE MEDIA LIMITED,
as a Note Guarantor

By: /s/ David Doft
Name: David Doft
Title: Authorized Signatory

[Signature page to Sixth Supplemental Indenture]

IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed as of the date first above written.

Y MEDIA LABS LLC,
as a Note Guarantor

By: /s/ David Doft    
Name: David Doft
Title: Authorized Signatory

[Signature page to Sixth Supplemental Indenture]

THE BANK OF NEW YORK MELLON,

as Trustee

By: /s/ Elizabeth Stern    
Name: Elizabeth Stern
Title: Vice President

[Signature page to Sixth Supplemental Indenture]

EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

AGREEMENT dated as of August 26, 2015 (this “Agreement”) by and between MDC PARTNERS INC., a corporation existing under the laws of Canada (the “Company”), and SCOTT L. KAUFFMAN (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company wishes to employ the Executive and the Executive wishes to accept such employment, upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.Employment

The Company agrees to employ the Executive during the Term specified in paragraph 2, and the Executive agrees to accept such continued employment, upon the terms and conditions hereinafter set forth.

2.    Term

Subject to the provisions contained in paragraphs6 and 7, the Executive's employment by the Company shall be for a term commencing on July 20, 2015 (the “Commencement Date”) and shall continue thereafter for an indefinite period unless and until either (i) the Executive gives thirty (30) days’ prior written notice of resignation with or without “Good Reason” (as defined herein) to the Company or (ii) the Company terminates the Executive’s employment with or without “Cause” (as defined herein). Any notice given by the Executive under this Section 2 shall specify the date of termination and the fact that the notice is being delivered pursuant to Section 2 of this Agreement. The Company shall have the right at any time during such thirty (30) day notice period to relieve the Executive of all or any portion of his offices, duties and responsibilities and to place him on a paid leave-of-absence status. The date on which the Executive ceases to be employed by the Company, regardless of the reason therefore is referred to in this Agreement as the "Termination Date". The term during which the Executive’s employment shall continue is referred to as the “Term”.

3.    Duties and Responsibilities

(a)    Title. During the Term, the Executive shall have the position of Chief Executive Officer of the Company and Chairman of the Company’s Board of Directors (the “Board”).

(b)    Duties. The Executive shall report directly to the Board, at such times and in such detail as the Board shall reasonably require. The Executive shall perform such duties consistent with his position or as may be directed by the Board.

(c)    Scope of Employment. The Executive's employment by the Company as described herein shall be full-time and exclusive, and during the Term, the Executive agrees that he will (i) devote all of his business time and attention, his reasonable best efforts, and all his skill and ability to promote the interests of the Company; and (ii) carry out his duties in a competent manner and serve the Company faithfully and diligently under the direction of the Board. Notwithstanding the foregoing, the Executive shall be permitted to continue to serve on the boards of directors listed on Schedule 1 hereto and engage in charitable and civic activities and manage his personal passive investments, provided that any such activities and/or passive investments are not in a company which transacts business with the Company or its affiliates or engages in business competitive with that conducted by the Company (or, if such company does transact business with the Company, or does engage in a competitive business, it is a publicly held

corporation and the Executive's participation is limited to owning less than 1% of its outstanding shares), and further provided that any such activities (individually or collectively) do not materially interfere with the performance of his duties or responsibilities under this Agreement.

(d)    Office Location. During the Term, the Executive's services hereunder shall be performed at the offices of the Company in New York, N.Y., subject to necessary travel requirements to the Company’s partner agency office locations in order to carry out his duties in connection with his positions hereunder.

4.    Compensation

(a)Base Salary. As compensation for his services hereunder, during the Term, the Company shall pay the Executive in accordance with its normal payroll practices, an annualized base salary of $1,100,000 (“Base Salary”). Effective as of January 1, 2016, the amount of the Base Salary shall be increased to $1,200,000.

(b)Perquisite Allowance. Beginning on the Commencement Date and continuing through and until December 31, 2015, the Company will pay to the Executive a perquisite allowance equal to $6,250 per month (the “Perquisite Allowance”), to cover the costs of leasing, insuring and maintaining an automobile, professional dues, as well as other perquisites (including club dues), to be paid in accordance with the Company’s normal payroll practices.

(c)Restricted Stock Grant. As soon as practicable following the date of this Agreement, the Executive shall receive an award of 100,000 restricted shares of the Company’s Class A shares in accordance with and subject to the terms and conditions of a separate restricted stock agreement to be executed and delivered by the Executive and the Company (the “Initial Stock Grant”). The shares of stock issued in connection with the Initial Stock Grant shall vest on the third anniversary of the Commencement Date (with earlier vesting in full upon termination without Cause; resignation by the Executive with Good Reason; upon a Change in Control; or upon Executive’s death or disability).

(d)Annual Discretionary Bonus. During the Term, the Executive shall be eligible to receive an annual discretionary bonus in a target amount equal to 100% of the then current Base Salary, based upon criteria determined by the Board’s Compensation Committee, which criteria shall include the Executive’s performance, the overall financial performance of the Company and such other factors as the Compensation Committee shall deem reasonable and appropriate in its discretion (the “Annual Discretionary Bonus”). The Annual Discretionary Bonus will be paid in accordance with the Company’s normal bonus payment procedures, and may be paid in the form of equity incentive awards.

(e)Grants under 2014 Cash LTIP Plan. Commencing in January 2016, the Executive shall be eligible to participate in the Company’s 2014 Cash LTIP Plan with an annual target award amount equal to 200% of the Executive’s Base Salary, with each such award to be made on terms and conditions no less favorable than those of awards made to other senior executives of the Company.

5.Expenses; Fringe Benefits

(a)    Expenses. The Company agrees to pay or to reimburse the Executive for all reasonable, ordinary, necessary and documented business or entertainment expenses incurred during the Term in the performance of his services hereunder in accordance with the written policies of the Company as from time to time in effect. The Executive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Executive seeks payment or reimbursement, and any other information or materials, as the Company may from time to time reasonably require.

(b)Benefit Plans. During the Term, the Executive and, to the extent eligible, his dependents, shall be eligible to participate in and receive all benefits under any group health plans, welfare benefit plans and programs (including without limitation, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) provided by the Company to its senior executives and, without duplication, its employees

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generally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time.

(c)    Vacation. The Executive shall be entitled to five (5) weeks of vacation in accordance with the Company's policies, with no right of carry over, to be taken at such times as shall not materially interfere with the Executive's fulfillment of his duties hereunder, and shall be entitled to as many holidays, sick days and personal days as are in accordance with the Company's policy then in effect generally for its employees.

6.Termination of Employment

(a)    Termination for Cause. The Company, by direction of the Board (excluding the CEO), shall be entitled to terminate the Term and to discharge the Executive for “Cause” effective upon the giving of written notice to the Executive. For purposes of this Agreement, the term “Cause” shall mean:

(i)    the Executive's willful failure or refusal to materially perform his duties and responsibilities to the Company as set forth in paragraph 3 hereof (other than as a result of a Disability pursuant to paragraph 6(d)hereof), or to abide by the reasonable directives of the Board, in each case if such failure or refusal is not cured (if curable) within 20 days after written notice thereof by the Company;

(ii)    the willful fraud or material dishonesty of the Executive in connection with his position or the performance of duties to the Company (including any misappropriation of the funds or property of the Company), or the willful misconduct of the Executive in connection with his position or the performance his duties to the Company;

(ii)    the conviction of Executive in a court of law of, or entering by the Executive of a plea of guilty or no contest to, any felony or any crime involving material dishonesty or theft;

(iv) willful failure by the Executive to cooperate as directed by the Board with a bona fide Company internal investigation or an investigation of the Company by governmental, regulatory or law enforcement authorities, if such breach is not cured (if curable) within 20 days after written notice thereof to the Executive by the Company;

(v) the resignation or other termination of the Executive as the Chief Executive Officer of the Company if at the request or instruction of any governmental, regulatory or law enforcement authority; and

(vi)    any material breach by the Executive of paragraph 8 hereof, if such breach is not cured (if curable) within 20 days after written notice thereof to the Executive by the Company.

Any notice required to be given by the Company pursuant to this paragraph shall specify the nature of the claimed breach and the manner in which the Company requires such breach to be cured (if curable). In the event that the Executive is purportedly terminated for Cause and a court determines that Cause as defined herein was not present, then such purported termination for Cause shall be deemed a termination without Cause pursuant to paragraph 6(c) and the Executive's rights and remedies will be governed by paragraph 7(b), in full satisfaction and in lieu of any and all other or further remedies the Executive may have under this Agreement.

(b)    Termination by the Executive for Good Reason. Provided that a Cause event has not occurred, the Executive shall be entitled to terminate this Agreement and the Term hereunder for Good Reason (as defined below) at any time during the Term by written notice to the Company not more than 20 days after the occurrence of the event constituting such Good Reason. For purposes of this Agreement, “Good Reason” shall be limited to:

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(i) a material diminution of the Executive’s position or authority as set forth in Section 3 hereof, which breach remains uncured (if curable) for a period of 15 days after written notice of such breach to the Company;

(ii) the Company’s material breach of the compensation and benefits provisions of Sections 4 or 5 hereof, which breach remains uncured (if curable) for a period of 15 days after written notice of such breach to the Company;

(iii) relocation of the Executive’s principal office to a location more than 25 miles outside New York, N.Y.; or

(iv) following a Change in Control (as defined below), the Executive not holding the position of chief executive officer of the ultimate parent corporation or other controlling entity resulting from the Change in Control transaction.

Any notice required to be given by the Executive pursuant to this Section 7(b) shall specify the nature of the circumstance alleged to constitute Good Reason and the provisions of this Agreement relied upon, and shall specify the Date of Termination, which shall not be less than 30 days following the date of such notice.

For the purposes of this Agreement, a “Change in Control” shall have the meaning provided in Section 2(b) of the Company’s 2011 Stock Incentive Plan.

(c) Termination without Cause. The Company, by direction of the Board, shall have the right at any time during the Term to immediately terminate the employment of the Executive without Cause by giving written notice to the Executive setting forth a Date of Termination.

(d)    Termination for Death or Disability. In the event of the Executive's death, the Date of Termination shall be the date of the Executive's death. In the event the Executive shall be unable to perform his duties hereunder by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever) in substantially the manner and to the extent required hereunder prior to the commencement of such disability and the Executive shall fail to perform such duties for periods aggregating 120 days, whether or not continuous, in any continuous period of 360 days (such causes being herein referred to as “Disability”), the Company shall have the right to terminate the Executive's employment hereunder as at the end of any calendar month during the continuance of such Disability upon at least 30 days' prior written notice to her.

7.    Effect of Termination of Employment.

(a)    Termination by the Company for Cause; by Death or Disability; without Good Reason. In the event of the termination of the employment of the Executive (1) by the Company for Cause; (2) by reason of death or Disability pursuant to paragraph 6(d); or (3) pursuant to a notice of resignation without Good Reason, the Executive shall be entitled to the following payments and benefits (the “Accrued Rights”):

(i) unpaid Base Salary through, and any unpaid reimbursable expenses outstanding as of, the Date of Termination; and

(ii) all outstanding equity incentive awards (including the Initial Stock Grant) and any amount due in connection with outstanding awards under the 2014 Cash LTIP Plan, solely to the extent that such awards have vested or become vested pursuant to the terms of such awards prior to or upon such termination date.

In the event of termination of the employment of Executive in the circumstances described in this paragraph 7(a), except as expressly provided in this paragraph or any other accrued benefits or indemnification rights under the Company’s by-laws, the Company shall have no further liability to the Executive or the Executive's heirs, beneficiaries or estate

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for damages, compensation, benefits, severance or other amounts of whatever nature, directly or indirectly, arising out of or otherwise related to this Agreement and the Executive's employment or cessation of employment with the Company.

(b)    Termination by the Company without Cause or by the Executive for Good Reason. In the event of a termination by the Company without Cause or by the Executive for Good Reason, the Executive shall be entitled to the following payments and benefits:

(i) the Accrued Rights as provided in paragraph 7(a) hereof;

(ii) his Annual Discretionary Bonus with respect to the calendar year prior to the Date of Termination, when otherwise payable, but only to the extent earned and approved by the Compensation Committee of the Board but not already paid;

(iii) eligibility for a pro-rata portion of his Annual Discretionary Bonus with respect to the calendar year in which the Date of Termination occurs, when otherwise payable, (such pro-rata amount to be equal to the product of (A) the amount of the Annual Discretionary Bonus that would have been earned for such calendar year based on actual performance for such year, times (B) a fraction, (x) the numerator of which shall be the number of calendar days commencing January 1 of such year and ending on the Date of Termination, and (y) the denominator of which shall equal 365;

(iv) in the event of a termination without Cause or by the Executive for Good Reason on or prior to December 31, 2015, a severance payment (the “Termination Payment”) in an amount equal to the product of 1.0 multiplied by the sum of (A) the amount of then-current Base Salary, plus (B) the accrued amount of the Annual Discretionary Bonus as of the applicable Date of Termination. The Termination Payment (less applicable withholding taxes), shall be paid to the Executive in a cash lump-sum not later than 60 days following the Date of Termination; and

(v) in the event of a termination without Cause or by the Executive for Good Reason on or after January 1, 2016, a severance payment (the “Termination Payment”) in an amount equal to the product of 1.5 multiplied by the sum of (A) the amount of then-current Base Salary, plus (B) the amount of the Annual Discretionary Bonus paid or accrued in respect of the year immediately preceding the applicable Date of Termination. The Termination Payment (less applicable withholding taxes), shall be paid to the Executive in a cash lump-sum not later than 60 days following the Date of Termination.

In the event of termination of this Agreement in the circumstances described in this paragraph 7(b), except as expressly provided in this paragraph or any other accrued benefits or indemnification rights, the Company shall have no further liability to the Executive or the Executive’s heirs, beneficiaries or estate for damages, compensation, benefits, severance or other amounts of whatever nature, directly or indirectly, arising out of or otherwise related to this Agreement and the Executive’s employment or cessation of employment with the Company.

The Executive shall be under no duty to mitigate damages hereunder. The making of any severance payments and providing the other benefits as provided in this paragraph 7(b) is conditioned upon the Executive signing and not revoking a separation agreement in a form reasonably satisfactory to the Company (the "Separation Agreement") within 30 days following the Date of Termination. The Separation Agreement shall provide for contractual severance, a customary release of all claims by the Executive, and a reaffirmation of the Executive’s restrictive covenants. In the event the Executive breaches any material provisions of the Separation Agreement or the provisions of paragraph 8 of this Agreement, in addition to any other remedies at law or in equity available to it, the Company may cease making any further payments and providing the other benefits provided for in this paragraph 7(b), without affecting its rights under this Agreement or the Separation Agreement.

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(c)    Change in Control. In the event of a Change in Control during the Term of employment, the Board’s Compensation Committee may in its sole direction determine to make an additional payment to the Executive.

8.    Non-Solicitation/Non-Servicing Agreement and Protection of Confidential Information

(a)    Non-Solicitation/Non-Servicing. The parties hereto agree that the covenants given in this paragraph 8 are being given incident to the agreements and transactions described herein, and that such covenants are being given for the benefit of the Company. Accordingly, the Executive acknowledges (i) that the business and the industry in which the Company competes is highly competitive; (ii) that as a key executive of the Company he has participated in and will continue to participate in the servicing of current clients and/or the solicitation of prospective clients, through which, among other things, the Executive has obtained and will continue to obtain knowledge of the "know-how" and business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his position with the Company places and placed his in a position of confidence and trust with the clients and employees of the Company; and (iv) that his rendering of services to the clients of the Company necessarily required and will continue to require the disclosure to the Executive of confidential information (as defined in paragraph 8(b) hereof) of the Company. In the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the clients of the Company and a knowledge of those clients' affairs and requirements, and the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is a legitimate interest of the Company, and reasonable and necessary for the protection of the confidential information, goodwill and business of the Company, which is valuable to the Company, that the Executive make the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set forth in this paragraph 8 were contained in this Agreement. Accordingly, the Executive agrees that during the period that he is employed by the Company and for a period of twelve (12) months thereafter (such period being referred to as the "Restricted Period"), he shall not, as an individual, employee, consultant, independent contractor, partner, shareholder, or in association with any other person, business or enterprise, except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company:

(i)    attempt in any manner to solicit or accept from any client business of the type performed by the Company or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through the Executive’s efforts; or

(ii)    employ as an employee or retain as a consultant any person, firm or entity who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by any person, firm or entity other than the Company; or

(iii)    render to or for any client any services of the type which are rendered by the Company.

As used in this paragraph 8, the term "Company" shall include any subsidiaries of the Company and the term "client" shall mean (1) anyone who is a client of the Company on the Date of Termination, or if the Executive's employment shall not have terminated, at the time of the alleged prohibited conduct (any such applicable date being called the "Determination Date"); (2) anyone who was a client of the Company at any time during the one year period immediately preceding the Determination Date; (3) any prospective client to whom the Company had made a new business presentation (or similar offering of services) at any time during the one year period immediately preceding the Date of Termination; and (4) any prospective client to whom the Company made a new business presentation (or similar offering of services) at any time within six months after the Date of Termination (but only if initial discussions between the Company and such prospective client relating to the rendering of services occurred prior to the Date of Termination,

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and only if the Executive participated in or supervised such discussions). For purposes of this paragraph 8, it is further agreed that (A) a “client” shall be limited to those entities or persons in which the Executive played a significant role in rendering or providing services; and (B) a general mailing or an incidental contact shall not be deemed a "new business presentation or similar offering of services" or a "discussion". In addition, "client" shall also include any clients of other companies operating within the MDC group of companies to whom the Executive rendered services (including supervisory services) at any time during the six-month period prior to the Determination Date. In addition, if the client is part of a group of companies which conducts business through more than one entity, division or operating unit, whether or not separately incorporated (a "Client Group"), the term "client" as used herein shall also include each entity, division and operating unit of the Client Group where the same management group of the Client Group has the decision making authority or significant influence with respect to contracting for services of the type rendered by the Company.

(b)    Confidential Information. In the course of the Executive's employment with the Company (and its predecessor), he has acquired and will continue to acquire and have access to confidential or proprietary information about the Company and/or its clients, including but not limited to, trade secrets, methods, models, passwords, access to computer files, financial information and records, computer software programs, agreements and/or contracts between the Company and its clients, client contacts, client preferences, creative policies and ideas, advertising campaigns, creative and media materials, graphic design materials, sales promotions and campaigns, sales presentation materials, budgets, practices, concepts, strategies, methods of operation, financial or business projections of the Company and information about or received from clients and other companies with which the Company does business. The foregoing shall be collectively referred to as "confidential information". The Executive is aware that the confidential information is not readily available to the public and accordingly, the Executive also agrees that he will not at any time (whether during the Term or after termination of this Agreement), disclose to anyone (other than his counsel in the course of a dispute arising from the alleged disclosure of confidential information or as required by law) any confidential information, or utilize such confidential information for his own benefit, or for the benefit of third parties. The Executive agrees that the foregoing restrictions shall apply whether or not any such information is marked "confidential" and regardless of the form of the information. The term "confidential information" does not include information which (i) is or becomes generally available to the public other than by breach of this provision or (ii) the Executive learns from a third party who is not under an obligation of confidence to the Company or a client of the Company. In the event that the Executive becomes legally required to disclose any confidential information, he will provide the Company with prompt notice thereof so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this paragraph 8(b) to permit a particular disclosure. In the event that such protective order or other remedy is not obtained, or that the Company waives compliance with the provisions of this paragraph 8(b) to permit a particular disclosure, the Executive will furnish only that portion of the confidential information which he is legally required to disclose and, at the Company's expense, will cooperate with the efforts of the Company to obtain a protective order or other reliable assurance that confidential treatment will be accorded the confidential information. The Executive further agrees that all memoranda, disks, files, notes, records or other documents, whether in electronic form or hard copy (collectively, the "material") compiled by his or made available to his during his employment with the Company (whether or not the material constitutes or contains confidential information), and in connection with the performance of his duties hereunder, shall be the property of the Company and shall be delivered to the Company on the termination of the Executive's employment with the Company or at any other time upon request. Except in connection with the Executive's employment with the Company, the Executive agrees that he will not make or retain copies or excerpts of the material; provided that the Executive shall be entitled to retain his personal files.

(c) Non-Competition. The Executive agrees that, during the Term, and in the event of termination without Cause, continuing during the one (1) year period following the Date of Termination, the Executive shall not, directly or indirectly, as an individual, employee, officer, consultant, independent contractor, or partner, in association with any other person, business or enterprise, except on behalf of the Company, directly or indirectly, engage in or participate in any business that is competitive with any business that the Company is substantially engaged in during the Term while employing the Executive, relating to advertising, public relations, or any other marketing communications or marketing consulting services, unless as of the Date of Termination the Company has disposed of or has ceased to be actively engaged in any such business (together, a “Competing Business”), nor shall the Executive

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make any investments in any Competing Business (except for interests in a publicly held corporation of less than 2% of its outstanding shares).

(d) Remedies; Acknowledgments. If the Executive commits or threatens to commit a breach of any of the provisions of paragraphs 8(a), (b) or (c), the Company shall have the right to have the provisions of this Agreement specifically enforced by any court having jurisdiction without being required to post bond or other security and without having to prove the inadequacy of the available remedies at law, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. In addition, the Company may take all such other actions and remedies available to it under law or in equity and shall be entitled to such damages as it can show it has sustained by reason of such breach.

The parties acknowledge that (i) the type and periods of restriction imposed in the provisions of paragraphs 8(a), (b) and (c) are fair and reasonable and are reasonably required in order to protect and maintain the proprietary interests of the Company described above, other legitimate business interests and the goodwill associated with the business of the Company; (ii) the time, scope and other provisions of this paragraph 8 have been specifically negotiated by sophisticated commercial parties, represented by legal counsel, and are given as an integral part of the transactions contemplated by this Agreement; and (iii) because of the nature of the business engaged in by the Company and the fact that clients can be and are serviced by the Company wherever they are located, it is impractical and unreasonable to place a geographic limitation on the agreements made by the Executive herein. The Executive specifically acknowledges that his being restricted from soliciting and servicing clients and prospective clients as contemplated by this Agreement will not prevent his from being employed or earning a livelihood in the type of business conducted by the Company. If any of the covenants contained in paragraphs 8(a), (b) and (c), or any part thereof, is held to be unenforceable by reason of it extending for too great a period of time or over too great a geographic area or by reason of it being too extensive in any other respect, the parties agree (x) such covenant shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographic areas as to which it may be enforceable and/or over the maximum extent in all other respects as to which it may be enforceable, all as determined by the court making such determination and (y) in its reduced form, such covenant shall then be enforceable, but such reduced form of covenant shall only apply with respect to the operation of such covenant in the particular jurisdiction in or for which such adjudication is made. Each of the covenants and agreements contained in this paragraph 8 (collectively, the "Protective Covenants") is separate, distinct and severable. All rights, remedies and benefits expressly provided for in this Agreement are cumulative and are not exclusive of any rights, remedies or benefits provided for by law or in this Agreement, and the exercise of any remedy by a party hereto shall not be deemed an election to the exclusion of any other remedy (any such claim by the other party being hereby waived). The existence of any claim, demand, action or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of each Protective Covenant. The unenforceability of any Protective Covenant shall not affect the validity or enforceability of any other Protective Covenant or any other provision or provisions of this Agreement.

(e)    Notification of Restrictive Covenants. Prior to accepting employment with any person, firm or entity during the Restricted Period, the Executive shall notify the prospective employer in writing of his obligations pursuant to this paragraph 8 (it being agreed by the Company that such notification required under this paragraph 8(e) shall not be deemed a breach of the confidentiality provisions of this Agreement). Executive may provide a copy of the provisions of this paragraph 8 to any such prospective employer.

(f)    Tolling. The temporal duration of the non-solicitation/non-servicing covenants set forth in this Agreement shall not expire, and shall be tolled, during any period in which the Executive is in violation of any of the non-solicitation/non-servicing covenants set forth herein, and all restrictions shall automatically be extended by the period of the Executive's violation of any such restrictions.

9.    Intellectual Property

During the Term, the Executive will disclose to the Company all ideas, inventions and business plans developed by him during such period which relate directly or indirectly to the business of the Company, including without limitation, any design, logo, slogan, advertising campaign or any process, operation, product or improvement

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which may be patentable or copyrightable. The Executive agrees that all patents, licenses, copyrights, tradenames, trademarks, service marks, planning, marketing and/or creative policies and ideas, advertising campaigns, promotional campaigns, media campaigns, budgets, practices, concepts, strategies, methods of operation, financial or business projections, designs, logos, slogans and business plans developed or created by the Executive in the course of his employment hereunder, either individually or in collaboration with others, will be deemed works for hire and the sole and absolute property of the Company. The Executive agrees that at the Company's request and expense, he will take all steps necessary to secure the rights thereto to the Company by patent, copyright or otherwise.

10.    Enforceability

The failure of any party at any time to require performance by another party of any provision hereunder shall in no way affect the right of that party thereafter to enforce the same, nor shall it affect any other party's right to enforce the same, or to enforce any of the other provisions in this Agreement; nor shall the waiver by any party of the breach of any provision hereof be taken or held to be a waiver of any subsequent breach of such provision or as a waiver of the provision itself.

11.    Assignment

The Company and the Executive agree that the Company shall have the right to assign this Agreement in connection with any asset assignment of all or substantially all of the Company’s assets, stock sale, merger, consolidation or other corporate reorganization involving the Company and, accordingly, this Agreement shall inure to the benefit of, be binding upon and may be enforced by, any and all successors and such assigns of the Company. The Company and Executive agree that Executive's rights and obligations under this Agreement are personal to the Executive, and the Executive shall not have the right to assign or otherwise transfer his rights or obligations under this Agreement, and any purported assignment or transfer shall be void and ineffective, provided that the rights of the Executive to receive certain benefits upon death as expressly set forth under paragraph 7(a) of this Agreement shall inure to the Executive’s estate and heirs. The rights and obligations of the Company hereunder shall be binding upon and run in favor of the successors and assigns of the Company.

12.    Modification

This Agreement may not be orally canceled, changed, modified or amended, and no cancellation, change, modification or amendment shall be effective or binding, unless in writing and signed by the parties to this Agreement.

13.    Severability; Survival

In the event any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the invalid or unenforceable part had been severed and deleted or reformed to be enforceable. The respective rights and obligations of the parties hereunder shall survive the termination of the Executive's employment to the extent necessary to the intended preservation of such rights and obligations.

14.    Notice

Any notice, request, instruction or other document to be given hereunder by any party hereto to another party shall be in writing and shall be deemed effective (a) upon personal delivery, if delivered by hand, or (b) three days after the date of deposit in the mails, postage prepaid if mailed by certified or registered mail, or (c) on the next business day, if sent by prepaid overnight courier service or facsimile transmission (if electronically confirmed), and in each case, addressed as follows:

If to the Executive:

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Mr. Scott L. Kauffman

260 Churchill Ave.

Palo Alto, CA 94301

With a copy to:

Scott C. Dettmer, Esq.

sdettmer@gunder.com

If to the Company:

c/o MDC Partners Inc.

745 Fifth Avenue

New York, NY 10151

Attention: General Counsel     

Any party may change the address to which notices are to be sent by giving notice of such change of address to the other party in the manner herein provided for giving notice.

15.    No Conflict

The Executive represents and warrants that he is not subject to any agreement, instrument, order, judgment or decree of any kind, or any other restrictive agreement of any character, which would prevent him from entering into this Agreement or which would be breached by the Executive upon his performance of his duties pursuant to this Agreement.

16.    Entire Agreement; Governing Law

This Agreement and the documents referenced herein (including any of the Executive’s outstanding restricted stock grant agreements and 2014 Cash LTIP Plan award agreements) represent the entire agreement between the Company and the Executive with respect to the employment of the Executive by the Company. For the avoidance of doubt, the parties acknowledge and agree that all of Executive’s outstanding and unvested restricted stock grants from the Company shall continue to vest in accordance with their underlying terms and conditions during the Executive’s Term of employment with the Company. This Agreement shall be governed by, enforced under, and construed in accordance with the laws of the State of New York.

17.    Headings

The headings contained in this Agreement are for reference purposes only, and shall not affect the meaning or interpretation of this Agreement.

18.    Withholdings

The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

19.    Counterparts

This Agreement may be executed in two counterparts or by facsimile transmission, both of which taken together shall constitute one instrument.

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20.    No Strict Construction

The language used in this Agreement will be deemed to be the language chosen by the Company and the Executive to express their mutual intent, and no rule of law or contract interpretation that provides that in the case of ambiguity or uncertainty a provision should be construed against the draftsman will be applied against any party hereto.

21.409A Compliance

This Agreement is intended to comply, to the extent applicable, with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) and will be so interpreted. For purposes of this Agreement, a termination of Executive’s services on the Date of Termination shall be determined in a manner consistent with the rules relating to “separation from service” within the meaning of Section 409A of the Code and the regulations thereunder. Notwithstanding anything herein to the contrary, (i) if on the Date of Termination Executive is a “specified employee” as defined in Section 409A of the Code, and the deferral of the commencement of any payments or benefits otherwise payable hereunder as a result of such termination the Agreement is necessary in order to prevent the imposition of any accelerated or additional tax under Section 409A of the Code, then the Company will (A) defer the commencement of the payment of any such payments or benefits hereunder (without any reduction in such payments or benefits ultimately paid or provided to Executive) until the date that is six months following the Date of Termination (or the earliest date as is permitted under Section 409A of the Code), and (B) add to such payment or benefit an interest payment for the six-month period calculated using the short-term Applicable Federal Rate (monthly compounded) as in effect on the date of termination under Section 1274(d) of the Internal Revenue Code and (ii) if any other payments of money or other benefits due to the Executive hereunder could cause the application of an accelerated or additional tax under Section 409A of the Code, the parties agree to restructure the payments or benefits to comply with Section 409A of the Code in a manner which does not diminish the value of such payments and benefits to the Executive. To the extent any reimbursements or in-kind benefits due to the Executive under this Agreement constitute “deferred compensation” under Section 409A of the Code, any such reimbursements or in-kind benefits shall be paid in a manner consistent with Treas. Reg. Section 1.409A-3(i)(1)(iv). If under this Agreement, an amount is paid in two or more installments, each installment shall be treated as a “separate payment” within the meaning of 409A of the Code.

*        *        *        *        *

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and year first above written.

MDC PARTNERS INC.

By:/s/ Mitchell Gendel_________________

Name: Mitchell Gendel

Title: General Counsel

By:/s/ Scott L. Kauffman__________________

Scott L. Kauffman

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EX-10.7

Exhibit 10.7

SEPARATION AGREEMENT

SEPARATION AGREEMENT by and among MDC PARTNERS INC.(“MDC” or the “Company”) and MICHAEL SABATINO (“Sabatino”), dated as of July 29, 2015 (this “Agreement”).

WHEREAS, Sabatino and the Company are parties to that certain Amended and Restated Management Employment Agreement, dated as of June 6, 2007 (as amended in March 2011, the “Employment Agreement”), pursuant to which Sabatino served as the Chief Accounting Officer and then SVP, Special Projects, of the Company;

WHEREAS, Sabatino and the Company are parties to Incentive Retention Agreements, dated as of February 14, 2012, November 5, 2012, February 18, 2013, October 30, 2013, February 21, 2014, November 3, 2014 and April 27, 2015, respectively (collectively, the “Incentive/Retention Agreements”), in each case, which provided for the payment of incentive compensation previously made by the Company to Sabatino; and

WHEREAS, capitalized terms used in this Agreement and not otherwise defined shall have the meaning given to such terms in the Employment Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in this Agreement, and for other good and valuable consideration, the parties hereby agree as follows:

1.    Resignation and Termination of Term under Employment Agreement. Sabatino hereby resigns from his position of employment with the Company. Sabatino and the Company agree that his resignation shall be treated as a voluntary separation from service without Good Reason under the Employment Agreement and shall be treated as a voluntary resignation (that does not qualify for “retirement” treatment) for purposes of any outstanding incentive compensation agreements, effective July 20, 2015 (the “Termination Date”). In addition, Sabatino hereby resigns from all director, officer and/or Manager positions of any of the Company’s subsidiaries and affiliates (together, the “Company Group”), effective as of the Termination Date.

2.    No Severance Payment. In accordance with the terms and conditions of Section 7(a) of the Employment Agreement, Sabatino shall be entitled to payment of the unpaid amount of his Base Salary through the Termination Date in full satisfaction of any and all severance compensation and benefits or any other claims for compensation and benefits (including, but not limited to, under the 2014 and 2015 LTIP Cash Incentive Agreements) which Sabatino may have or allege against the Company Group, other than (w) payment of Sabatino’s seven days of earned but unused vacation pay as of the Termination Date, (x) reimbursement for unreimbursed business expenses incurred prior to the date hereof for which Sabatino is entitled to reimbursement under applicable policies of the Company, (y) Sabatino’s rights under any tax qualified plan, including any 401K plan,, and Sabatino’s rights to COBRA coverage and (z) any indemnification, advancement of expense rights pursuant and subject to the Company’s By-Laws and Sabatino’s undertaking letter agreement with the Company dated January 12, 2015 (the “Undertaking Agreement”). The Company will continue to provide to the Executive indemnification and director and officer insurance coverage substantially identical to that which the Company provides to its directors and officers, subject to the terms of the Company’s By-Laws and the relevant insurance policies and the Undertaking Agreement.

3.     Repayment under Incentive/Retention Agreements. Sabatino hereby covenants and agrees to repay to the Company an amount equal to $208,535 in respect of the Incentive/Retention Agreements (the “Retention Repayment Amount”). The Retention Repayment Amount shall be paid by Sabatino to the Company prior to December 30, 2015. The Company agrees that payment of the Retention Repayment Amount as provided in this Section 3 shall fully satisfy any and all obligations that Sabatino may have to repay any amounts paid to him under the Incentive/Retention Agreements.

4.    Intellectual Property Rights. Sabatino acknowledges and agrees that all concepts, writings and proposals submitted to and accepted by MDC (“Intellectual Property”) which relate to the business of MDC and which have been conceived or made by him during the period of his engagement under the Employment Agreement, either alone or with others, are the sole and exclusive property of MDC. As of the date hereof, Sabatino hereby assigns in favor of MDC all the Intellectual Property covered hereby. On or subsequent to the date hereof, Sabatino

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shall execute any and all other papers and lawful documents required or necessary to vest sole rights, title and interest in the MDC or its nominee of the Intellectual Property.

5.    Non-Disparagement and Communications with Company Employees, Business Partners and Clients.  Sabatino agrees to refrain from any disparagement, defamation, libel, or slander of the Company Group or any of the directors, officers or agents of the Company Group, and agrees to refrain from any tortious interference with the contracts and relationships of the Company Group. Sabatino further agrees that he will refrain from discussing Company Group confidential business or financial information with third parties, including the Company Group’s actual and potential clients or business partners. Sabatino further agrees that he will not discuss the Company Group’s business with Company Group employees, clients, or business partners without the written consent of the Company’s Chief Executive Officer or his designee. The Company agrees to use its reasonable best efforts not to disaparage, defame, libel or slander Sabatino and to take commercially reasonable efforts to cause its directors and executive officersto refrain from any disparagement, defamation, libel, or slander regarding Sabatino. Notwithstanding the foregoing, nothing in this Section 6 shall limit (and none of the following shall be deemed a breach of this Section 6) (x) Sabatino or any director or executive officer of the Company from making any truthful statement, to the extent Sabatino, or any such director or executive officer, respectively, determines in good faith that such statement or communication is (i) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, or (ii) or reasonably necessary in the view of counsel in the defense or prosecution of any actual or reasonably anticipated administrative or court action or claim or (y) Sabatino or any director or executive officer of the Company from communicating truthful information to any governmental, regulatory or quasi-regulatory authority. Nothing contained in this Agreement shall be construed as a waiver by any of the parties hereto of their attorney-client or joint defense privilege or work product protection or any other privilege or protection belonging to such party, and the parties acknowledge their continuing obligations to maintain each such privilege.

6.    No Third Party Cooperation. Sabatino agrees that he will not knowingly encourage, counsel, or assist any attorneys or their clients in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against the Company Group, other than pursuant to facially valid legal process. Sabatino agrees both to immediately notify the Company upon receipt of any such process, and to promptly furnish to the Company a copy of any written documentation evidencing such process.

7.    Confidentiality; Return of Company Property.

(a)    Sabatino acknowledges that he has had access to confidential, proprietary business information of MDC as a result of employment, and Sabatino hereby agrees not to use such information personally or for the benefit of others. Sabatino also agrees not to disclose to anyone any confidential information at any time in the future so long as it remains confidential. Nothing in this Section 7 is intended or shall be construed to limit Sabatino from using or disclosing any information to the extent that he determines in good faith to be (i) necessary with respect to any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement, or (ii) or reasonably necessary in the view of counsel in the defense or prosecution of any actual or reasonably anticipated administrative or court action or claim.

(b)    Sabatino covenants that he will promptly return all Company Group property in his possession to MDC. The Company agrees that it will, and it will cause members of the Company Group to, promptly return to Sabatino any property of Sabatino in its possession. The parties mutually agree to reasonably cooperate in the identification of property required to be returned to the other party, and in arranging for forwarding of mail, messages, telephone and other communications to Sabatino. The Company agrees that Sabatino can keep his Company laptop computer and cell phone (including the number) provided that the Company shall be permitted to remove all Company Group property from such computer and cell phone.

8.     Confirmation of Restrictive Covenants. Sabatino hereby acknowledges and reaffirms all of his restrictive covenants set forth in Section 8 of the Employment Agreement, which covenants shall remain in full force and effect in accordance with their express terms and conditions following the Termination Date.

9.    Entire Agreement; No Other Promises. Each of the parties hereto acknowledges and represents that this Agreement contains the entire agreement between Sabatino, MDC, and it supersedes any and all previous

2

agreements concerning the subject matter hereof. For the avoidance of doubt, (x) the restrictive covenants set forth in Section 8 of the Employment Agreement shall remain in force along with any other terms in the Employment Agreement that are necessary to enforce such covenants and (y) nothing herein is intended or should be construed to affect any rights in the nature of indemnification, contribution or similar rights to which the Company or Sabatino may be or become entitled including without limitation pursuant and subject to the Company’s By-Laws and the Undertaking Agreement. Each of the parties hereto further acknowledges and represents that the none of the other parties hereto, nor any of their agents, representatives or employees have made any promise, representation or warranty whatsoever, express, implied or statutory, not contained herein, concerning the subject matter hereof, to induce them to execute this Agreement, and acknowledge that they have not executed this Agreement in reliance on any such promise, representation or warranty. Sabatino and the Company expressly acknowledge and agree that Section 1 of this Agreement accurately represents and describes the circumstances under which his services to the Company are ending.

11.    Equitable Relief. The parties acknowledge that a remedy at law for any breach or attempted breach of this Agreement will be inadequate, and agree that each of them shall be entitled to specific performance and injunctive and other equitable relief in the case of any such breach or attempted breach.

12.    Severability. If any term or condition of this Agreement shall be held to be invalid, illegal or unenforceable in any respect by a court of competent jurisdiction, this Agreement shall be construed without such term or condition. If at the time of enforcement of any provision of this Agreement, a court shall hold that the duration, scope or area restriction of any provision hereof is unreasonable under circumstances now or then existing, the parties hereto agree that the maximum duration, scope or area reasonable under the circumstances shall be substituted by the court for the stated duration, scope or area.

13.    Choice of Law and Forum.    This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, without regard to its choice of law provisions. Any dispute under this Agreement shall be settled by final, binding and non-appealable arbitration in New York City, New York by a single arbitrator selected by the parties.

14.    Amendment. This Agreement may not be amended or modified in any way, except pursuant to a written instrument signed by all parties.

15.    Waiver. Failure of any party hereto at any time to enforce any provision of this Agreement or to require performance by any other party of any provisions hereof shall in no way affect the validity of this Agreement or any part hereof or the right of such party thereafter to enforce its rights hereunder; nor shall it be taken to constitute a condonation or waiver by such party of that default or any other or subsequent default or breach.

16.    Notices. All notices or other communications hereunder shall not be binding on either party hereto unless in writing, and delivered to the other party thereto at the following address:

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If to the Company:	MDC Partners Inc. 745 Fifth Avenue New York, NY 10151 Attention: General Counsel
With a copy to:	Paul C. Curnin Simpson Thacher & Bartlett LLP 425 Lexington Avenue New York, NY 10017
If to Sabatino:	Michael Sabatino 863 Remsens Lane Oyster Bay NY 11771
With a copy to:	James L. Brochin Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas | New York, NY 10019-6064

Notices shall be deemed duly delivered upon hand delivery thereof at the above addresses, one day after deposit with a nationally recognized overnight delivery company, or three days after deposit thereof in the United States mails, postage prepaid, certified or registered mail. Any party may change its address for notice by delivery of written notice thereof in the manner provided.

19.    Headings. The headings in this Agreement are intended solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.

***

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HAVING READ AND UNDERSTOOD THIS AGREEMENT, CONSULTED COUNSEL OR VOLUNTARILY ELECTED NOT TO CONSULT COUNSEL, AND HAVING HAD SUFFICIENT TIME TO CONSIDER WHETHER TO ENTER INTO THIS AGREEMENT, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AS OF THE DAY AND YEAR FIRST WRITTEN ABOVE.

MDC Partners Inc.

By: /s/ Mitchell Gendel_________

Name: Mitchell Gendel

Title: General Counsel

MICHAEL SABATINO

/s/ Michael Sabatino______________

Michael Sabatino

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EX-10.9

Exhibit 10.9

EMPLOYMENT AGREEMENT

AGREEMENT dated as of March17, 2013 (this “Agreement”) by and between MDC PARTNERS INC., a corporation existing under the laws of Canada (the “Company”), and ANDRE COSTE (the “Executive”).

W I T N E S S E T H:

WHEREAS, the Company wishes to employ the Executive and the Executive wishes to accept such employment, upon the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, receipt of which is hereby acknowledged, the parties hereto agree as follows:

1.Employment

The Company agrees to employ the Executive during the Term specified in paragraph 2, and the Executive agrees to accept such continued employment, upon the terms and conditions hereinafter set forth.

2.    Term

Subject to the provisions contained in Sections6 and 7, the Executive's employment by the Company shall be for an initial term commencing on or before April 8, 2013 (the “Commencement Date”), and shall continue for an initial term of two years following the Commencement Date. Thereafter, the term shall continue for an indefinite period unless and until either (i) the Executive gives to the Company three (3) months advance written notice of resignation (a “Notice of Termination”) or (ii) the Company terminates the Executive’s employment without “Cause” (as defined herein). Any Notice of Termination given by the Executive under this Section 2 shall specify the date of termination and the fact that the notice is being delivered pursuant to Section 2 of this Agreement. The Company shall have the right at any time during such three (3) month notice period to relieve the Executive of all or any portion of his offices, duties and responsibilities and to place him on a paid leave-of-absence status. The date on which the Executive ceases to be employed by the Company, regardless of the reason therefore is referred to in this Agreement as the "Termination Date". The initial term and the period, if any, thereafter, during which the Executive’s employment shall continue are collectively referred to as the “Term”.

3.    Duties and Responsibilities

(a)    Title. During the Term, the Executive shall have the position of Executive Vice President and Chief Financial Officer of The MDC Partners Network of operating agencies of the Company.

(b)    Duties. The Executive shall report directly to the Company’s Chief Executive Officer (the “MDC Executive”), at such times and in such detail as the MDC Executive shall reasonably require. The Executive shall perform such duties consistent with his position as the Chief Financial Officer of The MDC Partners Network or as may be directed by the Chief Executive Officer of the Company, and as reflected in Schedule 1 hereto.

(c)    Scope of Employment. The Executive's employment by the Company as described herein shall be full-time and exclusive, and during the Term, the Executive agrees that he will (i) devote all of his business time and attention, his reasonable best efforts, and all his skill and ability to promote the interests of the Company; and (ii) carry out his duties in a competent manner and serve the Company faithfully and diligently under the direction of the MDC Executive. Notwithstanding the foregoing, the Executive shall be permitted to engage in charitable and civic activities and manage his personal passive investments, provided that such passive investments are not in a company which transacts business with the Company or its affiliates or engages in business competitive with that conducted by

1

the Company (or, if such company does transact business with the Company, or does engage in a competitive business, it is a publicly held corporation and the Executive's participation is limited to owning less than 1% of its outstanding shares), and further provided that such activities (individually or collectively) do not materially interfere with the performance of his duties or responsibilities under this Agreement.

(d)    Office Location. During the Term, the Executive's services hereunder shall be performed at the offices of the Company in New York, N. Y., subject to necessary travel requirements to the Company’s partner agency office locations in order to carry out his duties in connection with his position hereunder.

4.    Compensation

(a)Base Salary; Perquisite Allowance. As compensation for his services hereunder, during the Term, the Company shall pay the Executive in accordance with its normal payroll practices, an annualized base salary of $475,000 (“Base Salary”). During the Term, the Company will also provide the Executive with an annual perquisite allowance equal to $50,000 per year (the “Perquisite Allowance”), to cover the costs of leasing, insuring and maintaining an automobile, professional dues, as well as other perquisites (including club dues), to be paid in accordance with the Company’s normal payroll practices. The Base Salary will subject to periodic review by the Human Resources & Compensation Committee of the Board of Directors of the Company to determine appropriate increases, if any, in accordance with the Company’s practices and policies for other senior executives. The Base Salary will not be reduced as a result of any such review.

(b)Relocation Expense Reimbursement. The Company will reimburse the Executive for the following expenses incurred in connection with the relocation of his personal residence from Paris, France to New York, N.Y.: (a) up to $10,000 for expenses incurred in travel back to Paris, France during the period of time from the Commencement Date through August 31, 2013; (b) up to $30,000 for moving expenses incurred in connection with relocation of Executive’s residence to New York, N.Y.; (c) the cost of a corporate apartment through August 31, 2013; (d) the airplane travel costs for the Executive and his family to visit Paris, France once per year during the Term; (e) the reasonable and customary fees of a real estate broker to assist the Executive in connection with his new residence in New York, N.Y., in an amount not to exceed $7,500; and (f) during the Term, for reasonable and customary fees for the preparation of Executive’s U.S. Federal, New York State and local tax return, not to exceed $2,500 per year. In addition, the Company agrees to pay, or reimburse the Executive, for the legal fees and expenses incurred in connection with Executive’s applicable immigration visa.

(c)Restricted Stock Grant. As soon as practicable following commencement of Executive’s employment with the Company, the Executive shall receive an award of restricted shares of the Company’s Class A subordinate voting shares in accordance with and subject to the terms and conditions of a separate restricted stock agreement to be executed and delivered by the Executive and MDC Partners Inc. (the “Initial Stock Grant”). The number of restricted shares as part of the Initial Stock Grant shall have a current market value as of the applicable grant date equal to $400,000. These shares of MDC Stock will vest as follows: (a) 55% of the shares will vest in three (3) equal installments on each of the first three (3) anniversaries of the grant date; and (b) 45% of the shares will vest on the 3^rd anniversary of the grant date, provided that MDC EBITDA margin is equal to not less than 12.5% for the year ended December 31, 2015. All shares will be subject to accelerated vesting upon a change of control or termination of employment without cause. The Executive will also be eligible for potential future equity incentive awards at the same time as grants may be made to other senior executives generally.

(d)Annual Discretionary Bonus. During the Term, the Executive shall be eligible to receive an annual discretionary bonus in an amount equal to up to 100% of the then current Base Salary, based upon criteria determined by the MDC Executive and the Compensation Committee, which criteria shall include the Executive’s performance, the overall financial performance of the Company and such other factors as the MDC Executive and the Compensation Committee shall deem reasonable and appropriate in their sole discretion (the “Annual Discretionary Bonus”). The amount of the Annual Discretionary Bonus shall be pro-rated in respect of calendar year 2013 based upon the actual number of weeks employed in 2013. The Annual Discretionary Bonus will be paid in accordance with the Company’s normal bonus payment procedures, and may be paid in the form of equity incentive awards. In addition, in the event that the Company exceeds its annual financial performance targets, the Board of Directors may, in its sole

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discretion, set aside additional funds towards a super bonus performance pool to be allocated among the Company’s executive officers. Executive will also be eligible to receive a payment from any such super performance bonus pool based upon his superior individual performance in such year.

(e)Initial Signing Bonus. The Company will pay to Executive a signing bonus equal to $50,000 on or prior to April 30, 2013, subject to customary withholding for federal, state and local taxes.

5.Expenses; Fringe Benefits

(a)    Expenses. The Company agrees to pay or to reimburse the Executive for all reasonable, ordinary, necessary and documented business or entertainment expenses incurred during the Term in the performance of his services hereunder in accordance with the policy of the Company as from time to time in effect. The Executive, as a condition precedent to obtaining such payment or reimbursement, shall provide to the Company any and all statements, bills or receipts evidencing the travel or out-of-pocket expenses for which the Executive seeks payment or reimbursement, and any other information or materials, as the Company may from time to time reasonably require.

(b)Benefit Plans. During the Term, the Executive and, to the extent eligible, his dependents, shall be eligible to participate in and receive all benefits under any group health plans, welfare benefit plans and programs (including without limitation, disability, group life (including accidental death and dismemberment) and business travel insurance plans and programs) provided by the Company to its senior executives and, without duplication, its employees generally, subject, however, to the generally applicable eligibility and other provisions of the various plans and programs in effect from time to time.

(c)    Vacation. The Executive shall be entitled to four (4) weeks of vacation in accordance with the Company's policies, with no right of carry over, to be taken at such times as shall not materially interfere with the Executive's fulfillment of his duties hereunder, and shall be entitled to as many holidays, sick days and personal days as are in accordance with the Company's policy then in effect generally for its employees.

6.Termination

(a)    Termination for Cause. The Company, by direction of the Compensation Committee, the Board of Directors or the MDC Executive, shall be entitled to terminate the Term and to discharge the Executive for “Cause” effective upon the giving of written notice to the Executive. For purposes of this Agreement, the term “Cause” shall mean:

(i)    the Executive's refusal to materially perform his duties and responsibilities as set forth in paragraph 3 hereof or abide by the reasonable and lawful directives of the MDC Executive, or the failure of the Executive to devote all of his business time and attention exclusively to the business and affairs of the Company in accordance with the terms hereof, in each case if such failure or refusal is not cured (if curable) within 5 days after written notice thereof to the Executive by the Company;

(ii)    the willful and unauthorized misappropriation of the funds or property of the Company;

(iii)    the use of alcohol or illegal drugs, interfering with the performance of the Executive's obligations under this Agreement, continuing after written warning;

(iv)    the conviction in a court of law of, or entering a plea of guilty or no contest to, any felony or any crime involving moral turpitude, dishonesty or theft;

(v)    the material nonconformance with the Company's policies against racial or sexual discrimination or harassment, which nonconformance is not cured (if curable) within 10 days after written notice to the Executive by the Company;

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(vi)    the commission in bad faith by the Executive of any act which materially injures or could reasonably be expected to materially injure the reputation, business or business relationships of the Company;

(vii)    the resignation by the Executive on his own initiative; or

(viii)    any breach (not covered by any of the clauses (i) through (vii) above) of paragraphs 8, 9, and 11, if such breach is not cured (if curable) within 10 days after written notice thereof to the Executive by the Company.

Any notice required to be given by the Company pursuant to clause (i), (v) or (viii) above shall specify the nature of the claimed breach and the manner in which the Company requires such breach to be cured (if curable). In the event that the Executive is purportedly terminated for Cause and a court determines that Cause as defined herein was not present, then such purported termination for Cause shall be deemed a termination without Cause pursuant to paragraph 6(c) and the Executive's rights and remedies will be governed by paragraph 7(b), in full satisfaction and in lieu of any and all other or further remedies the Executive may have under this Agreement.

(b)    Termination without Cause. The Company, by direction of the Board or the MDC Executive, shall have the right at any time during the Term to immediately terminate the employment of the Executive without Cause by giving written notice to the Executive setting forth a Date of Termination.

(c)    Termination for Death or Disability. In the event of the Executive's death, the Date of Termination shall be the date of the Executive's death. In the event the Executive shall be unable to perform his duties hereunder by virtue of illness or physical or mental incapacity or disability (from any cause or causes whatsoever) in substantially the manner and to the extent required hereunder prior to the commencement of such disability and the Executive shall fail to perform such duties for periods aggregating 120 days, whether or not continuous, in any continuous period of 360 days (such causes being herein referred to as “Disability”), the Company shall have the right to terminate the Executive's employment hereunder as at the end of any calendar month during the continuance of such Disability upon at least 30 days' prior written notice to her.

7.    Effect of Termination of Employment.

(a)    Termination by the Company for Cause; by Death or Disability; or pursuant to a Notice of Termination delivered by the Executive pursuant to paragraph 2 above. In the event of the termination of the employment of the Executive (1) by the Company for Cause; (2) by reason of death or Disability pursuant to paragraph 6(d); or (3) pursuant to a Notice of Termination delivered by the Executive pursuant to paragraph 2 above, the Executive shall be entitled to (i) unpaid Base Salary through, and any unpaid reimbursable expenses outstanding as of, the Date of Termination; and (ii) his Annual Discretionary Bonus with respect to the calendar year prior to the Date of Termination, when otherwise payable, but only to the extent not already paid.

In the event of termination of the employment of Executive in the circumstances described in this paragraph 7(a), except as expressly provided in this paragraph, the Company shall have no further liability to the Executive or the Executive's heirs, beneficiaries or estate for damages, compensation, benefits, severance or other amounts of whatever nature, directly or indirectly, arising out of or otherwise related to this Agreement and the Executive's employment or cessation of employment with the Company.

(b)    Termination by the Company without Cause.. In the event of a termination by the Company without Cause, the Executive shall be entitled to the following payments and benefits, subject to any Offsets:

(i) as liquidated damages, his applicable Base Salary compensation when otherwise payable for a period commencing on the Termination Date and ending on the later to occur of (A) March 31, 2015; or (B) the end of the twelve (12) month period immediately

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following the Termination Date (the “Severance Amount”). The Severance Amount described in this Section 7(b)(i), less applicable withholding of any tax amounts, shall be paid by the Company to the Executive over the severance period in accordance with the Company’s customary payroll practices;

(ii) his Annual Discretionary Bonus with respect to the calendar year prior to the Date of Termination, when otherwise payable, but only to the extent not already paid; and

(iii) unpaid Base Salary through, and any unpaid reimbursable expenses outstanding as of, the Date of Termination.

In the event of termination of this Agreement in the circumstances described in this paragraph 7(b), except as expressly provided in this paragraph, the Company shall have no further liability to the Executive or the Executive’s heirs, beneficiaries or estate for damages, compensation, benefits, severance or other amounts of whatever nature, directly or indirectly, arising out of or otherwise related to this Agreement and the Executive’s employment or cessation of employment with the Company.

The Executive shall be under no duty to mitigate damages hereunder. The making of any severance payments and providing the other benefits as provided in this paragraph 7(b) is conditioned upon the Executive signing and not revoking a separation agreement in a form reasonably satisfactory to the Company (the "Separation Agreement"), which Separation Agreement shall also include a mutual non-disparagement clause. In the event the Executive breaches any material provisions of the Separation Agreement or the provisions of paragraph 8 of this Agreement, in addition to any other remedies at law or in equity available to it, the Company may cease making any further payments and providing the other benefits provided for in this paragraph 7(b), without affecting its rights under this Agreement or the Separation Agreement.

(c)    Termination by the Company without Cause following a Change of Control. If within six (6) months after the closing date of any Change of Control transaction, the Executive’s employment is terminated by the Company without Cause, the Executive shall be entitled to the following payments:

(i) a severance payment (the “Change in Control Severance Amount”) in an amount equal to Executive’s then-current Base Salary for a period eighteen (18) months. The Change in Control Severance Amount described in this Section 7(c)(i), less applicable withholding of any tax amounts, shall be paid by the Company to the Executive not later than 30 business days after the applicable Date of Termination;

(ii) unpaid Base Salary through, and any unpaid reimbursable expenses outstanding as of, the Date of Termination; and

(iii) Executive’s Annual Discretionary Bonus with respect to the calendar year prior to the Date of Termination, when otherwise payable, but only to the extent not already paid.

For the purposes of this Agreement, a “Change of Control” shall be limited to the closing of a transaction which results in (i) any person(s) or company(ies) acting jointly or in concert owning, directly or indirectly, equity of the Company representing greater than 50% of the voting power of the Company's outstanding securities, or (ii) the Company selling all or substantially all of its assets (in each instance other than any transfer by the Company or any of its affiliates of their respective interest in the Company to another wholly-owned subsidiary of another MDC Group company).

In the event of termination of this Agreement in the circumstances described in this paragraph 7(c), except as expressly provided in this paragraph, the Company shall have no further liability to the Executive or the Executive's

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heirs, beneficiaries or estate for damages, compensation, benefits, severance or other amounts of whatever nature, directly or indirectly, arising out of or otherwise related to this Agreement and the Executive's employment or cessation of employment with the Company, provided that the foregoing shall not apply to any Outstanding Indemnification Obligations.

The Executive shall be under no duty to mitigate damages hereunder. The making of any severance payments and providing the other benefits as provided in this paragraph 7(c) is conditioned upon the Executive signing and not revoking a Separation Agreement. In the event the Executive breaches any provisions of the Separation Agreement or the provisions of paragraph 8 of this Agreement, in addition to any other remedies at law or in equity available to it, the Company may cease making any further payments and providing the other benefits provided for in this paragraph 7(c), without affecting its rights under this Agreement or the Separation Agreement.

8.    Non-Solicitation/Non-Servicing Agreement and Protection of Confidential Information

(a)    Non-Solicitation/Non-Servicing. The parties hereto agree that the covenants given in this paragraph 8 are being given incident to the agreements and transactions described herein, and that such covenants are being given for the benefit of the Company. Accordingly, the Executive acknowledges (i) that the business and the industry in which the Company competes is highly competitive; (ii) that as a key executive of the Company he has participated in and will continue to participate in the servicing of current clients and/or the solicitation of prospective clients, through which, among other things, the Executive has obtained and will continue to obtain knowledge of the "know-how" and business practices of the Company, in which matters the Company has a substantial proprietary interest; (iii) that his employment hereunder requires the performance of services which are special, unique, extraordinary and intellectual in character, and his position with the Company places and placed his in a position of confidence and trust with the clients and employees of the Company; and (iv) that his rendering of services to the clients of the Company necessarily required and will continue to require the disclosure to the Executive of confidential information (as defined in paragraph 8(b) hereof) of the Company. In the course of the Executive's employment with the Company, the Executive has and will continue to develop a personal relationship with the clients of the Company and a knowledge of those clients' affairs and requirements, and the relationship of the Company with its established clientele will therefore be placed in the Executive's hands in confidence and trust. The Executive consequently agrees that it is a legitimate interest of the Company, and reasonable and necessary for the protection of the confidential information, goodwill and business of the Company, which is valuable to the Company, that the Executive make the covenants contained herein and that the Company would not have entered into this Agreement unless the covenants set forth in this paragraph 8 were contained in this Agreement. Accordingly, the Executive agrees that during the period that he is employed by the Company and for a period of eighteen (18) months thereafter (such period being referred to as the "Restricted Period"), he shall not, as an individual, employee, consultant, independent contractor, partner, shareholder, or in association with any other person, business or enterprise, except on behalf of the Company, directly or indirectly, and regardless of the reason for his ceasing to be employed by the Company:

(i)    attempt in any manner to solicit or accept from any client business of the type performed by the Company or to persuade any client to cease to do business or to reduce the amount of business which any such client has customarily done or is reasonably expected to do with the Company, whether or not the relationship between the Company and such client was originally established in whole or in part through the Executive’s efforts; or

(ii)    employ as an employee or retain as a consultant any person, firm or entity who is then or at any time during the preceding twelve months was an employee of or exclusive consultant to the Company, or persuade or attempt to persuade any employee of or exclusive consultant to the Company to leave the employ of the Company or to become employed as an employee or retained as a consultant by any person, firm or entity other than the Company; or

(iii)    render to or for any client any services of the type which are rendered by the Company.

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As used in this paragraph 8, the term "Company" shall include any subsidiaries of the Company and the term "client" shall mean (1) anyone who is a client of the Company on the Date of Termination, or if the Executive's employment shall not have terminated, at the time of the alleged prohibited conduct (any such applicable date being called the "Determination Date"); (2) anyone who was a client of the Company at any time during the one year period immediately preceding the Determination Date; (3) any prospective client to whom the Company had made a new business presentation (or similar offering of services) at any time during the one year period immediately preceding the Date of Termination; and (4) any prospective client to whom the Company made a new business presentation (or similar offering of services) at any time within six months after the Date of Termination (but only if initial discussions between the Company and such prospective client relating to the rendering of services occurred prior to the Date of Termination, and only if the Executive participated in or supervised such discussions). For purposes of this Section 8, it is further agreed that (A) a “client” shall be limited to those entities or persons in which the Executive played a significant role in rendering or providing services; and (B) a general mailing or an incidental contact shall not be deemed a "new business presentation or similar offering of services" or a "discussion". In addition, "client" shall also include any clients of other companies operating within the MDC group of companies to whom the Executive rendered services (including supervisory services) at any time during the six-month period prior to the Determination Date. In addition, if the client is part of a group of companies which conducts business through more than one entity, division or operating unit, whether or not separately incorporated (a "Client Group"), the term "client" as used herein shall also include each entity, division and operating unit of the Client Group where the same management group of the Client Group has the decision making authority or significant influence with respect to contracting for services of the type rendered by the Company.

(b)    Confidential Information. In the course of the Executive's employment with the Company (and its predecessor), he has acquired and will continue to acquire and have access to confidential or proprietary information about the Company and/or its clients, including but not limited to, trade secrets, methods, models, passwords, access to computer files, financial information and records, computer software programs, agreements and/or contracts between the Company and its clients, client contacts, client preferences, creative policies and ideas, advertising campaigns, creative and media materials, graphic design materials, sales promotions and campaigns, sales presentation materials, budgets, practices, concepts, strategies, methods of operation, financial or business projections of the Company and information about or received from clients and other companies with which the Company does business. The foregoing shall be collectively referred to as "confidential information". The Executive is aware that the confidential information is not readily available to the public and accordingly, the Executive also agrees that he will not at any time (whether during the Term or after termination of this Agreement), disclose to anyone (other than his counsel in the course of a dispute arising from the alleged disclosure of confidential information or as required by law) any confidential information, or utilize such confidential information for his own benefit, or for the benefit of third parties. The Executive agrees that the foregoing restrictions shall apply whether or not any such information is marked "confidential" and regardless of the form of the information. The term "confidential information" does not include information which (i) is or becomes generally available to the public other than by breach of this provision or (ii) the Executive learns from a third party who is not under an obligation of confidence to the Company or a client of the Company. In the event that the Executive becomes legally required to disclose any confidential information, he will provide the Company with prompt notice thereof so that the Company may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this paragraph 8(b) to permit a particular disclosure. In the event that such protective order or other remedy is not obtained, or that the Company waives compliance with the provisions of this paragraph 8(b) to permit a particular disclosure, the Executive will furnish only that portion of the confidential information which he is legally required to disclose and, at the Company's expense, will cooperate with the efforts of the Company to obtain a protective order or other reliable assurance that confidential treatment will be accorded the confidential information. The Executive further agrees that all memoranda, disks, files, notes, records or other documents, whether in electronic form or hard copy (collectively, the "material") compiled by his or made available to his during his employment with the Company (whether or not the material constitutes or contains confidential information), and in connection with the performance of his duties hereunder, shall be the property of the Company and shall be delivered to the Company on the termination of the Executive's employment with the Company or at any other time upon request. Except in connection with the Executive's employment with the Company, the Executive agrees that he will not make or retain copies or excerpts of the material; provided that the Executive shall be entitled to retain his personal files.

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(c)    Remedies. If the Executive commits or threatens to commit a breach of any of the provisions of paragraphs 8(a) or (b), the Company shall have the right to have the provisions of this Agreement specifically enforced by any court having jurisdiction without being required to post bond or other security and without having to prove the inadequacy of the available remedies at law, it being acknowledged and agreed that any such breach or threatened breach will cause irreparable injury to the Company and that money damages will not provide an adequate remedy to the Company. In addition, the Company may take all such other actions and remedies available to it under law or in equity and shall be entitled to such damages as it can show it has sustained by reason of such breach.

(d)    Acknowledgements. The parties acknowledge that (i) the type and periods of restriction imposed in the provisions of paragraphs 8(a) and (b) are fair and reasonable and are reasonably required in order to protect and maintain the proprietary interests of the Company described above, other legitimate business interests and the goodwill associated with the business of the Company; (ii) the time, scope and other provisions of this paragraph 8 have been specifically negotiated by sophisticated commercial parties, represented by legal counsel, and are given as an integral part of the transactions contemplated by this Agreement; and (iii) because of the nature of the business engaged in by the Company and the fact that clients can be and are serviced by the Company wherever they are located, it is impractical and unreasonable to place a geographic limitation on the agreements made by the Executive herein. The Executive specifically acknowledges that his being restricted from soliciting and servicing clients and prospective clients as contemplated by this Agreement will not prevent his from being employed or earning a livelihood in the type of business conducted by the Company. If any of the covenants contained in paragraphs 8(a) or (b), or any part thereof, is held to be unenforceable by reason of it extending for too great a period of time or over too great a geographic area or by reason of it being too extensive in any other respect, the parties agree (x) such covenant shall be interpreted to extend only over the maximum period of time for which it may be enforceable and/or over the maximum geographic areas as to which it may be enforceable and/or over the maximum extent in all other respects as to which it may be enforceable, all as determined by the court making such determination and (y) in its reduced form, such covenant shall then be enforceable, but such reduced form of covenant shall only apply with respect to the operation of such covenant in the particular jurisdiction in or for which such adjudication is made. Each of the covenants and agreements contained in this paragraph 8 (collectively, the "Protective Covenants") is separate, distinct and severable. All rights, remedies and benefits expressly provided for in this Agreement are cumulative and are not exclusive of any rights, remedies or benefits provided for by law or in this Agreement, and the exercise of any remedy by a party hereto shall not be deemed an election to the exclusion of any other remedy (any such claim by the other party being hereby waived). The existence of any claim, demand, action or cause of action of the Executive against the Company, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement by the Company of each Protective Covenant. The unenforceability of any Protective Covenant shall not affect the validity or enforceability of any other Protective Covenant or any other provision or provisions of this Agreement.

(e)    Notification of Restrictive Covenants. Prior to accepting employment with any person, firm or entity during the Restricted Period, the Executive shall notify the prospective employer in writing of his obligations pursuant to this paragraph 8 and shall simultaneously provide a copy of such notice to the Company (it being agreed by the Company that such notification required under this paragraph 8(e) shall not be deemed a breach of the confidentiality provisions of this Agreement). Executive may provide a copy of the provisions of this paragraph 8 to any such prospective employer.

(f)    Tolling. The temporal duration of the non-solicitation/non-servicing covenants set forth in this Agreement shall not expire, and shall be tolled, during any period in which the Executive is in violation of any of the non-solicitation/non-servicing covenants set forth herein, and all restrictions shall automatically be extended by the period of the Executive's violation of any such restrictions.

9.    Intellectual Property

During the Term, the Executive will disclose to the Company all ideas, inventions and business plans developed by him during such period which relate directly or indirectly to the business of the Company, including without limitation, any design, logo, slogan, advertising campaign or any process, operation, product or improvement which may be patentable or copyrightable. The Executive agrees that all patents, licenses, copyrights, tradenames, trademarks, service marks, planning, marketing and/or creative policies and ideas, advertising campaigns, promotional

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campaigns, media campaigns, budgets, practices, concepts, strategies, methods of operation, financial or business projections, designs, logos, slogans and business plans developed or created by the Executive in the course of his employment hereunder, either individually or in collaboration with others, will be deemed works for hire and the sole and absolute property of the Company. The Executive agrees that at the Company's request and expense, he will take all steps necessary to secure the rights thereto to the Company by patent, copyright or otherwise.

10.    Enforceability

The failure of any party at any time to require performance by another party of any provision hereunder shall in no way affect the right of that party thereafter to enforce the same, nor shall it affect any other party's right to enforce the same, or to enforce any of the other provisions in this Agreement; nor shall the waiver by any party of the breach of any provision hereof be taken or held to be a waiver of any subsequent breach of such provision or as a waiver of the provision itself.

11.    Assignment

The Company and the Executive agree that the Company shall have the right to assign this Agreement in connection with any asset assignment of all or substantially all of the Company’s assets, stock sale, merger, consolidation or other corporate reorganization involving the Company and, accordingly, this Agreement shall inure to the benefit of, be binding upon and may be enforced by, any and all successors and such assigns of the Company. The Company and Executive agree that Executive's rights and obligations under this Agreement are personal to the Executive, and the Executive shall not have the right to assign or otherwise transfer his rights or obligations under this Agreement, and any purported assignment or transfer shall be void and ineffective, provided that the rights of the Executive to receive certain benefits upon death as expressly set forth under paragraph 7(a) of this Agreement shall inure to the Executive’s estate and heirs. The rights and obligations of the Company hereunder shall be binding upon and run in favor of the successors and assigns of the Company.

12.    Modification

This Agreement may not be orally canceled, changed, modified or amended, and no cancellation, change, modification or amendment shall be effective or binding, unless in writing and signed by the parties to this Agreement, and approved in writing by the MDC Executive.

13.    Severability; Survival

In the event any provision or portion of this Agreement is determined to be invalid or unenforceable for any reason, in whole or in part, the remaining provisions of this Agreement shall nevertheless be binding upon the parties with the same effect as though the invalid or unenforceable part had been severed and deleted or reformed to be enforceable. The respective rights and obligations of the parties hereunder shall survive the termination of the Executive's employment to the extent necessary to the intended preservation of such rights and obligations, specifically paragraphs 7, 8, 9, 10, 11, 12, 13, 14, 15 and 18.

14.    Notice

Any notice, request, instruction or other document to be given hereunder by any party hereto to another party shall be in writing and shall be deemed effective (a) upon personal delivery, if delivered by hand, or (b) three days after the date of deposit in the mails, postage prepaid if mailed by certified or registered mail, or (c) on the next business day, if sent by prepaid overnight courier service or facsimile transmission (if electronically confirmed), and in each case, addressed as follows:

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If to the Executive:

Mr. Andre Coste

280 Riverside Drive Apt. 10A

New York, NY 10025

If to the Company:

c/o MDC Partners Inc.

745 Fifth Avenue

New York, NY 10151

Attention: General Counsel     

Fax: (212) 937-4365

Any party may change the address to which notices are to be sent by giving notice of such change of address to the other party in the manner herein provided for giving notice.

15.    No Conflict

The Executive represents and warrants that he is not subject to any agreement, instrument, order, judgment or decree of any kind, or any other restrictive agreement of any character, which would prevent him from entering into this Agreement or which would be breached by the Executive upon his performance of his duties pursuant to this Agreement.

16.    Entire Agreement

This Agreement and the documents referenced herein represent the entire agreement between the Company and the Executive with respect to the employment of the Executive by the Company.

17.    Headings

The headings contained in this Agreement are for reference purposes only, and shall not affect the meaning or interpretation of this Agreement.

18.    Withholdings

The Company may withhold from any amounts payable under this Agreement such federal, state or local taxes as shall be required to be withheld pursuant to any applicable law or regulation.

20.    Counterparts

This Agreement may be executed in two counterparts or by facsimile transmission, both of which taken together shall constitute one instrument.

21.    No Strict Construction

The language used in this Agreement will be deemed to be the language chosen by the Company and the Executive to express their mutual intent, and no rule of law or contract interpretation that provides that in the case of ambiguity or uncertainty a provision should be construed against the draftsman will be applied against any party hereto.

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22.Publicity

Subject to the provisions of the next sentence, no party to this Agreement shall issue any press release or other public document or make any public statement relating to this Agreement or the matters contained herein without obtaining the prior approval of the Company and the Executive. Notwithstanding the foregoing, the foregoing provision shall not apply to the extent that the Company is required to make any announcement relating to or arising out of this Agreement by virtue of applicable securities laws or other stock exchange rules, or any announcement by any party pursuant to applicable law or regulations.

*        *        *        *        *

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IN WITNESS WHEREOF, the parties have executed this Employment Agreement as of the day and year first above written.

MDC PARTNERS INC.

By:/s/ Mitchell Gendel_________________

Name:    Mitchell Gendel

Title:    General Counsel     

/s/ Andre Coste________________________

Andre Coste

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Schedule 1

Duties and Responsibilities of the CFO of The MDC Partner Network

 As CFO of The MDC Partner Network, you will be a key member of the MDC Executive Team. Specifically, you will lead the Managing Directors and all partner-related financial resources. In addition, you will collaborate and work closely with the MDC Corporate team, including finance, accounting and treasury, as well as all other MDC strategic resources – including talent, legal, procurement, business development, corporate development, and IT. 

Your primary focus will be to work with MDC's partner agencies on operational and financial matters. All MDC Partner Agency CFOs will have a functional reporting line to you (and an operational reporting line to their CEO).

The MDC Corporate Group culture is one that promotes performance through collaboration.  You will, therefore, be expected to build trust and respect through these core principles of collaboration, transparency and trust.  Through open communication and regular performance reviews, we will discuss the evolution of your role and functional reporting structure as necessary. 

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EX-10.14

Exhibit 10.15

FINANCIAL-PERFORMANCE BASED

RESTRICTED STOCK GRANT AGREEMENT (2016)

THIS AGREEMENT, made as of February 17, 2016 (the “Grant Date”), between MDC Partners Inc., a Canadian corporation (the “Corporation”), and [NAME] (the “Grantee”).

WHEREAS, the Corporation has adopted the 2011 Stock Incentive Plan (the “Plan”) for the purpose of providing employees of the Corporation and eligible non-employee directors of the Corporation’s Board of Directors a proprietary interest in pursuing the long-term growth, profitability and financial success of the Corporation (except as otherwise expressly set forth herein, capitalized terms used in this Agreement shall have the definitions set forth in the Plan).

WHEREAS, the Human Resources & Compensation Committee (the “Committee”) of the Board of Directors has determined that it is in the best interests of the Corporation to make the award set forth herein, which award will vest upon achievement by the Corporation of the specified financial growth target during the cumulative three (3) year financial performance period of calendar years 2016, 2017 and 2018.

WHEREAS, pursuant to the Plan, the Committee has determined to grant an Other Stock-Based Award to the Grantee in the form of shares of Class A subordinate voting shares, subject to the terms, conditions and limitations provided herein, including achievement of financial performance targets, and in the Plan (the “Restricted Stock” or “2016 Restricted Stock Award”);

NOW, THEREFORE, the parties hereto agree as follows:

1.     Grant of Restricted Stock.

1.1 The Corporation hereby grants to the Grantee, on the terms and conditions set forth in this Agreement, the number of shares of Restricted Stock set forth under the Grantee's name on the signature page hereto (the “2016 Restricted Stock Award”).

1.2 The Grantee's rights with respect to all the shares of Restricted Stock underlying the 2016 Restricted Stock Award shall not vest and will remain forfeitable at all times prior to the Vesting Date (as defined below). At any time, reference to the 2016 Restricted Stock Award shall be deemed to be a reference to the Restricted Shares granted under Section 1.1 that have neither vested nor been forfeited pursuant to the terms of this Agreement.

1.3 This Agreement shall be construed in accordance with, and subject to, the terms of the Plan (the provisions of which are incorporated herein by reference).

2.     Rights of Grantee.

Except as otherwise provided in this Agreement, the Grantee shall be entitled, at all times on and after the Grant Date, to exercise all rights of a shareholder with respect to the 2016 Restricted Stock Award, including the right to vote the shares of Restricted Stock. Prior to the Vesting Date, the Grantee shall not be entitled to transfer, sell, pledge, hypothecate or assign any portion of the 2016 Restricted Stock Award (collectively, the “Transfer Restrictions”).

3.     Vesting; Lapse of Restrictions.

3.1 The 2016 Restricted Stock Award shall not vest, and the Transfer Restrictions shall not lapse, unless the Corporation achieves the Minimum EBITDA Threshold, as determined by the Committee on or prior to March 1, 2019 (the “Vesting Date”), and the Grantee continues to be serving as an employee of the Corporation on such Vesting Date; provided, that the 2016 Restricted Stock Award shall vest, and the Transfer Restrictions with respect to all the shares of the 2016 Restricted Stock Award shall lapse, if sooner, on the date of any one of the following “Permitted Acceleration Events”: (i) the occurrence of a Change in Control (as defined in the Plan); or (ii) the Grantee’s death or Disability (as defined herein).

Notwithstanding anything in this Agreement to the contrary, in the event the Grantee (i) is terminated by the Corporation without Cause or (ii) resigns for "good reason” (if defined in the Grantee’s employment agreement), the number of shares of Restricted Stock under the 2016 Restricted Stock Award in which the Grantee shall vest on any Vesting Date shall be the product of (a) the number of shares of Restricted Stock under the 2016 Restricted Stock Award that would otherwise vest in accordance with Section 3.3 hereof, if any and (b) a fraction, the numerator of which shall be the number of full months of service completed by the Grantee prior to his or her termination without Cause or resignation for “good reason”, as applicable and after the Grant Date, and the denominator of which shall be the number of months in the relevant Performance Period of the 2016-2018 Performance Period. Any portion of the 2016 Restricted Stock Award that does not and, as a result of the application of Section 3.3 cannot, vest in accordance with Section 3.3 hereof shall be forfeited and automatically transferred to and reacquired by the Corporation at no cost to the Corporation, and neither the Grantee nor any heirs, executors or successors of such Grantee shall thereafter have any right or interest in such shares of Restricted Stock.

3.2 Notwithstanding anything in this Agreement to the contrary, upon (i) any termination of the Grantee for Cause; (ii) resignation by the Grantee without Good Reason; or (ii) the failure by the Corporation to achieve the Minimum EBITDA Threshold, the 2016 Restricted Stock Award shall be forfeited and automatically transferred to and reacquired by the Corporation at no cost to the Corporation, and neither the Grantee nor any heirs, executors or successors of such Grantee shall thereafter have any right or interest in such shares of Restricted Stock.

3.3    The 2016 Restricted Stock Award shall vest based upon the Corporation’s level of achievement of “Actual Cumulative EBITDA” (as defined below) during the performance period commencing on January 1, 2016 and ending on December 31, 2018 (the “2016-2018 Performance Period”), as described in this Section 3.3. All determinations required to be made hereunder shall be made by the Committee.

(i) If the Corporation achieves Actual Cumulative EBITDA for the 2016-2018 Performance Period, in an amount equal to at least the sum of (A) the 2016 EBITDA Target, plus (B) the 2017 EBITDA Target, plus (C) the 2018 EBITDA Target (the “Cumulative EBITDA Target”), then 100% of the 2016 Restricted Stock Award shall be deemed fully vested; and

(ii) If the Corporation achieves Actual Cumulative EBITDA for the 2016-2018 Performance Period, in an amount equal to 90% or more of the Cumulative EBITDA Target (the “Minimum EBITDA Threshold”), then an amount equal to 75% of the 2016 Restricted Stock Award shall be deemed vested; and

(iii) Notwithstanding anything to the contrary set forth herein, in the event that the Corporation achieves Actual Cumulative EBITDA for the three (3) years ended December 31, 2016 in an amount less than the Minimum EBITDA Threshold, then no part of the 2016 Restricted Stock Award shall vest.

For purposes of the foregoing, the following terms shall have the meanings indicated below. Capitalized terms used in this Agreement but not defined herein shall have the meaning assigned to them in the Plan.

(a) “2016 EBITDA Target” shall mean the EBITDA target as set forth in the Corporation’s annual budget for the Corporation’s 2016 fiscal year, as determined by the Committee.

(b) “2017 EBITDA Target” shall mean the EBITDA target as set forth in the Corporation’s annual budget for the Corporation’s 2017 fiscal year, as determined by the Committee.

(c) “2018 EBITDA Target” shall mean the EBITDA target as set forth in the Corporation’s annual budget for the Corporation’s 2018 fiscal year, as determined by the Committee.

(d) “Actual Cumulative EBITDA” shall mean the sum of the Corporation’s actual annual EBITDA for the Corporation’s 2016, 2017 and 2018 fiscal years, as determined by the Committee.

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(e) “Cause” shall have the meaning set forth in the Grantee’s employment agreement. If such term is not defined in the Grantee’s employment agreement, then Cause means the Grantee’s termination by reason of (i) his/her continued or willful failure substantially to perform his/her duties for the Corporation, (ii) his/her willful and serious misconduct in connection with the performance of his/her duties for the Corporation, (iii) the Grantee’s conviction of, or entering a plea of guilty to, a crime that constitutes a felony or a crime involving moral turpitude, (iv) his/her fraudulent or dishonest conduct or (v) his/her material breach of any of his/her obligations or covenants under any written policies of the Corporation or any written agreement between such Grantee and the Corporation.

(f) “Change in Control” shall have the meaning set forth in Section 2(b) of the Plan, provided that the reference to “twenty-five percent (25%) or more of the combined voting power of MDC's then outstanding voting securities” in Section 2(b)(i) of the Plan shall, for purposes of this 2016 Restricted Stock Award, be amended to read “fifty percent (50%) or more of the combined voting power of MDC's then outstanding voting securities”; and, provided further, that the reference in Section 2(b)(iii)(A)(III)(3) to “twenty five percent (25%) or more of the combined voting power of the Surviving Corporation’s voting securities outstanding immediately following such transaction” shall, for purposes of this 2016 Restricted Stock Award, be amended to read “fifty percent (50%) or more of the combined voting power of the Surviving Corporation’s voting securities outstanding immediately following such transaction”.

(g) “Disability” shall mean a mental or physical condition of the Grantee rendering him unable to perform his/her duties for the Corporation for a period of six (6) consecutive months or for 180 days within any consecutive 365-day period and which is reasonably expected to continue indefinitely; provided that if, as of the date of determination, the Grantee is a party to an effective employment agreement with a different definition of “Disability” or any derivation of such term, the definition of “Disability” (or its derivation) contained in such employment agreement shall be substituted for the definition set forth above for all purposes hereunder.

(h) “EBITDA” shall mean, for any measurement period, the Corporation’s consolidated earnings before interest, taxes, depreciation and amortization, plus any non-cash charges for stock-based compensation which were deducted in the calculation of EBITDA. For purposes of clarification, (i) EBITDA will not be adjusted for incremental EBITDA due to acquisitions with respect to the applicable year of closing any such acquisition by the Corporation; and (ii) in determining EBITDA, consolidated earnings shall not be reduced by compensation expenses attributable to the 2014 Cash LTIP Plan but shall be reduced (or with respect to losses, increased), by compensation expenses attributable to any other compensation plan, program or arrangement of the Corporation, to the extent such expenses are recorded in accordance with GAAP.

4.    Escrow and Delivery of Shares.

4.1 Certificates (or an electronic "book entry" on the books of the Corporation's stock transfer agent) representing the shares of Restricted Stock shall be issued and held by the Corporation (or its stock transfer agent) in escrow (together with any stock transfer powers which the Corporation may request of Grantee) and shall remain in the custody of the Corporation (or its stock transfer agent) until (i) their delivery to the Grantee as set forth in Section 4.2 hereof, or (ii) their forfeiture and transfer to the Corporation as set forth in Section 3.2 hereof. The appointment of an independent escrow agent shall not be required.

4.2    (a)     Certificates (or an electronic "book entry") representing those shares of Restricted Stock in respect of which the Transfer Restrictions have lapsed pursuant to Section 3.1 hereof shall be delivered to the Grantee as soon as practicable following the Vesting Date.

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(b)    The Grantee, or the executors or administrators of the Grantee's estate, as the case may be, may receive, hold, sell or otherwise dispose of those shares of Restricted Stock delivered to him or her pursuant to this Section 4.2 free and clear of the Transfer Restrictions, but subject to compliance with all federal and state securities laws.

4.3     (a)     Each stock certificate issued pursuant to Section 4.1 shall bear a legend in substantially the following form:

THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO RESTRICTED STOCK CONTAINED IN THE 2011 STOCK INCENTIVE PLAN (THE "PLAN") AND A RESTRICTED STOCK AGREEMENT (THE "AGREEMENT") BETWEEN THE CORPORATION AND THE REGISTERED OWNER OF THE SHARES REPRESENTED HEREBY. RELEASE FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN(S) AND THE AGREEMENT, COPIES OF WHICH ARE ON FILE IN THE OFFICE OF THE SECRETARY OF THE CORPORATION.

(b)     As soon as practicable following a Vesting Date, the Corporation shall issue a new certificate (or electronic "book entry") for shares of the Restricted Stock which have become non-forfeitable in relation to such Vesting Date, which new certificate (or electronic "book entry") shall not bear the legend set forth in paragraph (a) of this Section 4.3 and shall be delivered in accordance with Section 4.2 hereof.

5. Dividends. All dividends declared and paid by the Corporation on shares underlying the 2016 Restricted Stock Award shall be deferred until the lapsing of the Transfer Restrictions pursuant to Section 3.1 and shall be distributed only to the extent the underlying shares of Restricted Stock vest and are distributed in accordance with Section 3. The deferred dividends shall be held by the Corporation for the account of the Grantee until the Vesting Date, at which time the dividends shall be paid to the Grantee. Upon the forfeiture of the shares of Restricted Stock pursuant to Section 3, any deferred dividends shall also be forfeited to the Corporation.

6. No Right to Continued Retention. Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon the Grantee any right with respect to continuance as an employee, nor shall this Agreement or the Plan interfere in any way with the right of the Corporation to terminate the Grantee's service as an employee at any time.

7. Adjustments Upon Change in Capitalization. If, by operation of Section 10 of the Plan, the Grantee shall be entitled to new, additional or different shares of stock or securities of the Corporation or any successor corporation, such new, additional or different shares or other property shall thereupon be subject to all of the conditions and restrictions which were applicable to the shares of Restricted Stock immediately prior to the event and/or transaction.

8.    Modification of Agreement. Except as set forth in the Plan and herein, this Agreement may be modified, amended, suspended or terminated, and any terms or conditions may be waived, but only by a written instrument executed by the parties hereto.

9. Severability. Should any provision of this Agreement be held by a court of competent jurisdiction to be unenforceable or invalid for any reason, the remaining provisions of this Agreement shall not be affected by such holding and shall continue in full force and effect in accordance with their terms.

10.    Governing Law. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of New York without regard to its conflict of laws principle, except to the extent that the application of New York law would result in a violation of the Canadian Business Corporation Act.

11.    Successors in Interest. This Agreement shall inure to the benefit of and be binding upon any successor to the Corporation. This Agreement shall inure to the benefit of the Grantee's heirs, executors, administrators and successors. All obligations imposed upon the Grantee and all rights granted to the Corporation under this Agreement shall be binding upon the Grantee's heirs, executors, administrators and successors.

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MDC PARTNERS INC.

By:

Name: David Doft

Title: Chief Financial Officer

MDC PARTNERS INC.

By:

Name: Mitchell Gendel    

Title: General Counsel

GRANTEE: [NAME]

By:

Name:

Number of Shares of Restricted

Stock Hereby Granted: [NUMBER OF SHARES]

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EX-10.4.2

Exhibit 10.4.2

AGREEMENT OF RETIREMENT, SETTLEMENT AND RELEASE

B E T W E E N:

MDC PARTNERS INC.
(hereinafter referred to as “MDC”)

- and -

STEPHEN PUSTIL
(hereinafter referred to as “Pustil”)

AND WHEREAS, Pustil and MDC are parties to an Employment Agreement dated August 20, 2007, as amended on August 5, 2010 (the “Employment Agreement”);

WHEREAS, Pustil and MDC have agreed that, effective as of October 31, 2015 (the “Retirement Date”), Pustil shall retire from and cease to be employed by MDC and any of its subsidiaries and affiliates;

AND WHEREAS, in connection with Mr. Pustil’s retirement, the parties have agreed to resolve and settle in full all claims of any kind that could be or could have been raised by Pustil under any federal or provincial law or under any statute or contract or tort law or otherwise, against MDC and its partners, subsidiaries, affiliates, unincorporated divisions, successors or assigns, or against any past or present director, officer, agent, shareholder or individual now or previously employed by or representing any of them;

NOW THEREFORE, the parties agree as follows:

1.MDC shall pay to Pustil his base salary through and including the Retirement Date.

2.    MDC shall pay to Pustil, or if directed in writing by Pustil to Rondan Holdings Limited (an affiliate of Pustil), the sum of One Million Two Hundred Seventy Thousand Canadian Dollars (Cdn$1,270,000), plus HST, (the “Consulting Payment”). The Consulting Payment shall be paid in equal monthly instalments (in arrears) during the twelve (12) month period beginning effective November 1, 2015, and continuing through and until October 31, 2016 (the “Consulting Period”). Pustil or Rondan Holdings Limited (as the case may be) shall provide appropriate invoices with respect to each of the above Consulting Payments. Payment of the remaining unpaid Consulting Payment(s), if any, will be accelerated and due promptly following any “Change of Control” (as defined in the Employment Agreement) of MDC or upon the death of Pustil.

3.    Notwithstanding his retirement and the fact that he will not be employed on the applicable “Performance Award Payment Date”, Pustil shall remain eligible to receive a cash payout from MDC pursuant to the terms and conditions of (i) the 2015 LTIP Award Agreement between MDC and Pustil dated as of January 26, 2015 (the “2015 LTIP Award”) and (ii) the 2014 LTIP Award Agreement between MDC and Pustil dated as of May 1, 2014 (the “2014 LTIP Award” and, together with the 2015 LTIP Award, the “Outstanding LTIP Awards”), in each case strictly in accordance with the terms and conditions of each respective award agreement, including the achievement by MDC of the underlying financial performance targets during the applicable performance period. Payment (if any) by MDC of any amount due under the Outstanding LTIP Awards will be made on the regularly scheduled ”Performance Award Payment Date” specified in the underlying award agreement, and shall be conditioned upon and subject to Pustil’s ongoing compliance with the terms and conditions of this Agreement during the Consulting Period.

4.    Pustil shall also remain eligible for a pro-rata portion of his annual discretionary bonus with respect to calendar year 2015, payable in 2016 on the date such annual discretionary bonuses (if any) are otherwise payable to other senior executives of MDC.

5.    During the Consulting Period, Pustil shall provide reasonable consulting services to MDC, as requested by MDC. The consulting services (the “Consulting Services”) to be performed by Pustil shall include

assisting MDC in connection with any real estate transitional matters, including any required negotiations for the lease termination at 45 Hazelton Ave., Toronto, Canada, and the liquidation and/or monetization of MDC’s equity interests in 939 Eglington LP. During the Consulting Period, Pustil shall report directly to MDC’s CEO (Scott Kauffman) or another person designated by Mr. Kauffman in his discretion, at such times and in such detail as shall reasonably be required. In any event, the Consulting Services will terminate upon the closing of any Change of Control of MDC.

6.    Except as expressly provided for in Sections 1, 2, 3 and 4 of this Agreement, Pustil shall not be entitled to any additional compensation, incentive payment or payment of any other amounts in respect of his retirement from MDC or in respect of the provision of the Consulting Services to MDC. MDC agrees to reimburse Pustil for all reasonable travel expenses incurred in connection with the Consulting Services. Pustil agrees that should he fail to provide the Consulting Services as requested by MDC, then MDC’s obligation to pay the remainder of the Consulting Payment will terminate without further obligation if such breach is not remedied within 5 days after written notice of such breach is delivered to Pustil.

7.    For any matters which arose on or before October 31, 2015, MDC agrees that Pustil shall (i) be entitled to the benefit of any Officers and Directors Insurance coverage consistent with the terms and conditions of the insurance policy and (ii) be eligible for indemnification pursuant to MDC’s Bylaws.

8.    In connection with Pustil’s retirement and mutually-upon agreed separation under this Agreement, MDC hereby agrees to waive enforcement of any applicable repayment requirement under the outstanding Incentive/Retention Agreements signed by Pustil.

9.    All monetary amounts referred to herein shall be in Canadian funds and shall be subject to withholding of taxes and other deductions required by law or as agreed to, in writing, between the parties. As an independent contractor, Pustil shall be responsible for all taxes and remittances payable as a result of the performance of the Consulting Services hereunder.

10.    Pustil agrees to notify MDC in writing not less than three (3) business days prior to any open-market sale of MDC’s Class A shares.

11.    In respect of Pustil’s retirement, MDC shall continue to pay the premiums for health benefits for a maximum period of one year from November 1, 2015 until October 31, 2016, or such earlier date in the event of acceleration of the Consulting Payment pursuant to Section 2 of this Agreement.

12.    Pustil hereby undertakes and agrees to comply with all of the post-employment restrictive covenants set forth in Section 8 of the Employment Agreement it being understood that the Restricted Period (as that term is defined in the Employment Agreement) commences November 1, 2015.

13.    Pustil agrees and undertakes to resign as an officer and/or director of MDC and any other companies to which he has been appointed either as an officer and/or director. By the execution of this Agreement of Retirement, Settlement and Release (this “Agreement”), Pustil acknowledges that he shall have so resigned and agrees to cooperate in executing any required documents.

14.    Pustil agrees not to, either directly or indirectly, publish or disclose the contents of this agreement or any terms thereof, in any manner whether in writing or orally, to any individual or entity (except for any one from whom Pustil obtains professional advice or his immediate family regarding this agreement) directly or indirectly, whether individually or by or through any agent, representative, attorney or other person.

15.    The parties agree that this Agreement may not be used as evidence by either of them in any action or proceeding except one in which one of the parties alleges a breach of this Agreement.

16.    In consideration for the payments and other promises contained in this Agreement, Pustil agrees to execute the attached full and final Release and Indemnity.

17.    In consideration for the payments and other promises contained in this Agreement, MDC releases and discharges Pustil from any and all known legal claims in law or in equity of any kind whatsoever, which MDC ever had or now has against Pustil arising out of or attributable to his employment with MDC; provided, however, the

foregoing release shall not apply to or release any rights reserved to MDC under the terms of this Agreement (including without limitation any claim relating to a breach by Pustil of any of his covenants under this Agreement) or any claim relating to fraud.

18.    This Agreement and the terms hereof supersede and replace all prior discussions and/or agreements made between the parties, whether oral or written, and shall constitute the entire agreement between the parties with respect to all matters contemplated by this Agreement and the parties hereto do not rely upon or regard as material, any representations or writings whatsoever not incorporated into and made a part of this Agreement. This Agreement shall not be amended, altered or modified except in writing signed by the parties.

*        *        *

THIS AGREEMENT may be executed in counterparts, all of which together shall constitute a single, original instrument.

HAVING READ AND UNDERSTOOD THE RELEASE AND INDEMNITY, CONSULTED COUNSEL OR VOLUNTARILY ELECTED NOT TO CONSULT COUNSEL, AND HAVING HAD SUFFICIENT TIME TO CONSIDER WHETHER TO ENTER INTO THIS AGREEMENT, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT AND RELEASE AS OF THE DAY AND YEAR FIRST WRITTEN BELOW.

DATED this 29^th day of October, 2015.

	MDC Partners Inc.
	Per:		/s/ Mitchell Gendel
	Name: Mitchell Gendel Title: General Counsel
	I have the authority to bind the corporation
/s/ Stephen Pustil
Witness		Stephen Pustil

RELEASE AND INDEMNITY

IN CONSIDERATION of the attached Agreement of Retirement, Settlement and Release dated October 29, 2015, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, I STEPHEN PUSTIL, for myself, my heirs, executors, administrators and assigns, hereby release and forever discharge MDC PARTNERS INC.and its subsidiaries, affiliates, unincorporated divisions, predecessors, successors and assigns, and all of their past and present officers, directors, representatives, agents, shareholders and employees (collectively the “Released Parties”) from any and all claims, demands, causes of action, fees and liabilities of any kind whatsoever, whether known or unknown, which I ever had, now have or may have hereafter against any of them, by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence or other matter whatsoever up to and including the date on which this agreement becomes effective. Without limiting the generality of the foregoing, this instrument shall release the Released Parties from any claim arising out of or in any way relating to my employment or the cessation thereof, including but not limited to all claims that could have been raised under the Employment Standards Act of Ontario, 2000 as amended, the Human Rights Code of Ontario, as amended, Workplace Safety and Insurance Act, Occupational Health and Safety Act, the Employment Agreement including, but not limited to, any claim for statutory termination pay, statutory severance pay, commissions, vacation pay, overtime pay, health benefits, RSUs, bonuses, payment under any bonus or other compensation plan and any other compensation of any kind whatsoever under any federal or provincial law, by statute, regulation, contract or tort law, or and that I have not been subjected to any unequal treatment contrary to the Ontario Human Rights Code. I further agree that I will not say, write or cause to be said or written, any statement that may be considered defamatory, derogatory or disparaging of any of the Released Parties.

AND FOR THE SAID CONSIDERATION I further agree not to make any claim or demand or commence, maintain or prosecute any action, cause or proceeding for damages, compensation, loss or any relief whatsoever against the said Released Parties in respect of any cause, matter or thing whatsoever arising out of or in consequence of my employment or the termination of my employment with the Released Parties. I further agree that this Release shall operate conclusively as an estoppel in the event of any such claim, action or proceeding and may be pleaded accordingly.

AND FOR THIS CONSIDERATION I further agree to indemnify and save harmless the Released Parties from any and all claims or demands under the Income Tax Act of Canada and/or the Income Tax Act of the Province of Ontario and/or under the Employment Insurance Act of Canada, in respect of any failure on the part of the Released Parties to withhold income tax and/or any amounts previously paid to me by Social Development Canada on account of employment insurance benefits received from the said consideration any interest or penalties relating to same, and further, to indemnify the Released Parties for any costs or expenses it may incur in defending such claims or demands.

NOTWITHSTANDING THE FOREGOING, this Release shall not apply to any actions, causes of action, claims and demands which I may have relating to the failure or the refusal of the Released Parties to comply with the terms of settlement as agreed upon.

AND I HEREBY DECLARE that I fully understand the terms of this settlement and have received or was afforded the opportunity to receive independent legal advice prior to executing this document and that I voluntarily accept the consideration offered for the purpose of making full and final compromise and settlement of all claims as aforesaid.

AND I HEREBY AGREE AND UNDERTAKE to resign as an officer and/or director from any companies referred to above and shall execute any documentation required for such purpose.

IT IS UNDERSTOOD AND AGREED that I hereby undertake and agree not to disclose the facts of this settlement or agreement or the terms thereof to any third party without the written consent of the Released Parties, except persons from whom I receive professional advice, my immediate family or as required by law. I also hereby undertake and agree that I will not make any disparaging remarks against the Released Parties.

THIS RELEASE AND INDEMNITY shall be deemed to have been made in and shall be construed in accordance with the laws of the Province of Ontario.

THIS RELEASE AND INDEMNITY shall enure to the benefit of and be binding upon the undersigned, the Released Parties and their respective heirs, executors, administrators, legal personal representatives, successors and assigns.

IT IS UNDERSTOOD AND AGREED that the giving of the aforesaid consideration is deemed to be no admission whatsoever of liability on the part of the Released Parties.

IN WITNESS WHEREOF I have hereunto set my hand and seal at this 29^thday of October, 2015.

SIGNED, SEALED AND DELIVERED  in the presence of
	/s/ Stephen Pustil
Witness	Stephen Pustil

EX-10.8.2

Exhibit 10.8.2

ASSIGNMENT AND ASSUMPTION AGREEMENT

This ASSIGNMENT AND ASSUMPTION AGREEMENT, effective as of December 31, 2015 (this “Agreement”), is made by and among MDC Partners Inc., a Canadian corporation (“MDC”), Crispin, Porter & Bogusky LLC, a Delaware limited liability company and subsidiary of MDC (“CPB”), and Lori Senecal (the “Executive”).

RECITALS:

WHEREAS, MDC and the Executive are party to that certain Amended and Restated Employment Agreement, dated as of August 11, 2015 (the “Employment Agreement”);

WHEREAS, commencing on or about April 1, 2015, the Executive has served as the Global Chief Executive Officer of CPB, and the parties desire to recognize such continued service by ratifying MDC’s assignment of the Employment Agreement to CPB, and confirm and clarify certain other obligations of MDC to the Executive;

WHEREAS, MDC desires to assign and transfer to CPB all of MDC’s rights in and to the Employment Agreement, and, with the express consent of the Executive, CPB desires to assume all of MDC’s undertakings and obligations thereunder;

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.Assignment. Effective as of December 31, 2015, MDC hereby assigns and transfers to CPB all of MDC’s rights in and to, and obligations under, the Employment Agreement.

2.Assumption. CPB hereby accepts the assignment and transfer of the Employment Agreement from MDC and, effective as of December 31, 2015, agrees to be bound by all of the terms and conditions thereunder and to undertake, pay and perform all of MDC’s undertakings and obligations thereunder.

3.Consent of the Executive. The Executive hereby consents to the assignment and transfer of the Employment Agreement by MDC to CPB.

4.Continuing MDC Obligations. MDC shall continue to indemnify the Executive, and cover her under applicable director and officer insurance applicable to MDC’s other directors and executive officers, to the same extent as provided to MDC’s directors and executive officers, for all of the Executive’s actions and conduct as a director and an executive officer prior to the date hereof.

5.Restricted Stock Grant Agreement. MDC hereby agrees that (a) Section 3.1 of that certain Restricted Stock Grant Agreement dated as of November 1, 2013, between MDC and the Executive is hereby deemed to be amended to refer to Executive serving as an executive of MDC or any of its affiliates, and that clause (ii) thereof shall be revised to read in full: “(ii) the Grantee’s employment is terminated by MDC and its affiliates from all executive positions therewith, other than for “cause”, or by the Grantee for “good reason”” and (b) Section 3.2 thereof shall apply upon the resignation or termination of the Executive as an executive of MDC and its affiliates from all executive positions therewith.

6.Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of Delaware, without giving effect to the provisions, policies or principles thereof relating to choice or conflict of laws.

7.Counterparts. This Agreement may be executed in any number of counterparts of the signature pages, each of which shall be considered an original.

(signature page follows)

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IN WITNESS WHEREOF, the parties hereto have executed this Assignment and Assumption Agreement as of the date first written above.

MDC PARTNERS INC.

By: /s/ Mitchell Gendel____________

Name:    Mitchell Gendel

Title:    General Counsel                    

CRISPIN PORTER & BOGUSKY LLC

By: /s/ Mitchell Gendel____________

Name:    Mitchell Gendel

                        Title:    Secretary

Acknowledged and Agreed:

/s/ Lori Senecal____________

Lori Senecal

EX-12

Exhibit 12

Statement of Computation of Ratio of Earnings to Fixed Charges

	Twelve Months Ended December 31,
	2015			2014			2013			2012			2011
Earnings:
Income (Loss) from continuing operations attributable to MDC Partners Inc.	$	(31,076	)	$	(2,797	)	$	(139,663	)	$	(80,311	)	$	(82,315	)
Additions:
Income taxes (recovery)	5,664			12,422			(4,367		)	9,553			41,735
Noncontrolling interest in earnings of consolidated subsidiaries	9,054			6,890			6,461			6,863			8,429
Fixed charges, as shown below	73,184			69,001			113,188			55,453			50,006
Distributions received from equity-method investees	652			726			3,096			1,288			4,584
	88,554			89,039			118,378			73,157			104,754
Subtractions:
Equity in income (loss) of nonconsolidated affiliates	1,058			1,406			281			633			213
Noncontrolling interest in earnings of consolidated subsidiaries that have not incurred fixed charges	—			—			—			—			—
	1,058			1,406			281			633			213
Earnings (loss) as adjusted	56,420			84,836			(21,566		)	(7,787		)	22,226
Fixed charges:
Interest on indebtedness, expensed or capitalized	55,633			53,018			92,936			42,003			39,621
Amortization of debt discount and expense and premium on indebtedness, expensed or capitalized	2,270			2,247			7,762			2,249			2,175
Interest within rent expense	15,281			13,736			12,490			11,201			8,210
Total fixed charges	$	73,184		$	69,001		$	113,188		$	55,453		$	50,006
Ratio of earnings to fixed charges	N/A			1.23			N/A			N/A			N/A
Dollar amount deficiency	$	16,764		N/A			$	134,754		$	63,240		$	27,780

EX-14

Exhibit 14

Code of Conduct

Contents

APPLICABILITY OF THE CODE    4

Compliance with All Applicable Laws    4

ACT HONESTLY    5

Fraud and Similar Irregularities    5

Gifts and Entertainment    5

Anti-Bribery Laws    5

Anti-Trust and Competition Laws    6

Procurement Guidelines    6

Procurement Fraud    7

Protection and Proper Use of Company Assets    7

Acceptable Use of Company IT Assets    7

Record Keeping, Financial Controls and Disclosure    8

Financial Reporting    9

Document Retention    9

RESPECT OTHERS & PRESERVE TRUST    10

Equal Employment Opportunity    10

Health and Safety    10

Workplace Harassment and Violence    10

Definitions    10

ACT LIKE AN OWNER    11

Confidential Information    11

Conflicts of Interest    12

Related Party Transactions    12

Definition    12

Notice and Audit Committee Review Procedure    13

Insider Trading    14

Definition of Material Nonpublic Information    14

Specific Prohibited Activities    15

Potential Criminal and Civil Liability and/or Disciplinary Action    15

Guidelines    16

Additional Information – Directors and Executive Officers    17

Inquiries    17

DEMAND EXCELLENCE    18

Whistleblower Hotline and Reporting    18

Reporting Concerns and Complaints    18

Scope of Matters Covered by These Procedures    18

Receipt of Employee Complaints    19

Treatment of Complaints Received by Audit Committee Chairman    19

Whistleblower Hotline Response Procedures    19

No Retaliation    20

Reports of Workplace Incidents    20

Reports of Violations of Code of Conduct    21

Enforcement of Code of Conduct    21

Waivers of Code of Conduct    22

Documenting Compliance with the Code of Conduct    22

No Rights Created    22

ACKNOWLEDGEMENT FORM for Code of Conduct Recipients    23

APPLICABILITY OF THE CODE

MDC Partners Inc. and its subsidiaries and affiliates (collectively “MDC” or “The Company”) are committed to conducting its business in accordance with applicable laws, rules and regulations, and the highest standards of business ethics, and to full and accurate disclosure in compliance with applicable laws, rules and regulations. This Code of Conduct applies to all directors, officers and employees of the Company as well as “Other Relevant Persons” (a group that includes all consultants, contractors, subcontractors or the like that deal with or do business on behalf of the Company) and sets forth-specific policies and requirements to guide you in the performance of your duties.

As a director, officer or employee of the Company, you must not only comply with applicable laws, rules and regulations; you also must engage in and promote honest and ethical conduct and abide by the policies and procedures that govern the conduct of the Company's business. Your responsibilities include helping to create and maintain a culture of high ethical standards and commitment to compliance, and, in the case of directors and officers, maintaining a work environment that encourages employees to raise concerns to the attention of management and promptly addresses employee compliance concerns.

Compliance with All Applicable Laws

It is the policy of the Company to comply strictly with all laws and regulations governing its operations. You are therefore required to comply with the laws, rules and regulations that govern the conduct of the Company's business including, without limitation, all laws prohibiting insider trading, antitrust laws, money laundering, bribery and improper payments, and to report any suspected violations in accordance with the section below titled "Reports of Violations of Code of Conduct."

ACT HONESTLY

Fraud and Similar Irregularities

The Company prohibits fraudulent activities and establishes procedures to be followed concerning the recognition, reporting and investigation of suspected fraud. Fraud includes, but is not limited to:

• Dishonest or fraudulent acts;

• Embezzlement, forgery or alteration of monetary instruments;

• Misappropriation of Company assets;

• Falsification of Company records or financial statements.

Gifts and Entertainment

The purpose of business entertainment and gifts in a commercial setting is to create goodwill and sound working relationships, not to gain unfair advantage with customers. No gift or entertainment should ever be offered, given, provided or accepted by any Company employee or officer unless it: (1) is not a cash gift, (2) is consistent with customary business practices, (3) is reasonable in value, (4) cannot be construed as a bribe or payoff and (5) does not violate any laws, regulations or applicable policies of the other party’s organization. Please contact MDC Compliance and Risk Management regarding any gifts or proposed gifts that you are not certain are appropriate.

Anti-Bribery Laws

Practices that are considered acceptable in the commercial business environment, such as providing meals, transportation, entertainment or other things of value, may violate certain local, state, US or international laws when we are dealing with governmental officials, employees or agents (“agents”). You must not give or offer to give anything of value to governmental agents if this could be interpreted as an attempt to curry favor on behalf of the Company. You must consult the General Counsel prior to any interactions with government or quasi-government agents for business-related purposes.

The U.S. Foreign Corrupt Practices Act (“FCPA”) generally prohibits giving or offering to give money or anything of value to foreign government officials, foreign political parties or candidates for foreign political office for the purpose of influencing a foreign government in order to assist in obtaining or retaining business, or directing business to any person. This includes making any payments through intermediaries, such as sales representatives or consultants. Before making any payment or giving anything of value to a foreign official, employees and other relevant persons must consult with the Company’s General Counsel. Violations of the FCPA can result in civil and criminal penalties for both the Company and the individuals involved.

Commercial bribery of any nature is a violation of Company policy and is illegal under U.S. and international law. You are strictly prohibited from offering any form of bribe, kickback or inducement to any person.

Anti-Trust and Competition Laws

In most countries, there are laws that govern the ways in which the Company may compete. The purpose of these laws (sometimes known as “competition” or “antitrust” laws) is to prevent interference with a competitive market system. Under these laws, companies or individuals may not enter into formal or informal agreements with other companies or individuals or engage in certain other activities that unreasonably restrict competition. Illegal practices can include, among others, price fixing, allocating customers or territories or unlawfully abusing a dominant market position.

In contacts with competitors, you are generally prohibited from discussing competitively sensitive information, such as prices, pricing policies, contract terms, costs, business plans, plans with respect to renovation or acquisition of property, and other proprietary or confidential information. Such discussions or any collaboration with a competitor about competitively sensitive matters can be illegal. Particular care should be taken when attending or participating in meetings of trade associations and similar industry organizations. While discussions of some sensitive information may, under certain circumstances, be permissible, no such discussions with competitors should take place without prior approval of the General Counsel. You are required to report promptly to the General Counsel any instance in which a competitor has suggested that you collaborate with them or where you suspect someone may have inappropriately shared competitively sensitive information. If you become aware of any violations of this policy or have uncertainty surrounding acceptable use of the policies and laws stated above, please contact MDC Legal, MDC Compliance and Risk Management, and/or the Whistleblower hotline.

Procurement Guidelines

All personnel making purchasing decisions should adhere to the following process and approach for supplier/vendor selection. Supplier/Vendor selection should be a formal and structured process where there is documentation supporting the following: suppliers invited, criteria of invited suppliers against required needs, requirements for the goods or services needed. Submission documents from each supplier and final selection rationale. The tendering process must be fair and equitable and the final supplier should be selected based on objective metrics through a documented process. If you have questions, please reference MDC Procurement’s Standard Operating Procedure or contact MDC Procurement.

Procurement Fraud

Procurement fraud is defined as illegal conduct by which the offender gains an advantage, avoids an obligation or causes damage to his/her organization. Common examples of procurement fraud include:

• Inflating contract prices and approving inflated invoices above market values. Creating false invoices for products and services that do not exist.

• Creation of shell companies to facilitate fraudulent payments;

• Collusion to fix bidding and bid rigging between suppliers.

Protection and Proper Use of Company Assets

You are required to protect the Company's assets and ensure their efficient use. Theft, carelessness and waste have a direct impact on the Company's profitability. The Company's assets must only be used for legitimate business purposes. The Company’s name and names of its subsidiaries are also valuable assets that are to be protected. You must use these names only for authorized Company business and not in connection with any personal activities. This

policy also applies to any and all property of the Company's clients or prospective clients with which the Company and its employees may be entrusted.

Acceptable Use of Company IT Assets

Technology offers tremendous opportunities for creative expression and access to a wealth of knowledge. This policy is not intended to create inappropriate or unreasonable restrictions on creativity, knowledge acquisition, processing and/or dissemination. However, it is necessary to set appropriate and reasonable boundaries to protect employees and the Company from illegal and/or damaging actions by individuals. This policy covers the use of Information Systems by all employees, including full-time, part-time, contract employees, freelancers and consultants working at the Company.

Employees should never use company computers, email systems, or equipment for outside business purposes, illegal or unethical activities such as creating, storing or sending contents that others may find inappropriate, offensive, or disrespectful. Employees should understand that all third party assets, including but not limited to software, may only be licensed or purchased through the Company’s IT group. When in doubt, the employee should contact his/her respective IT group.

Various information is intended for specific individuals and may not be appropriate for general distribution. Employees should exercise caution when forwarding messages. As with other forms of communication, it is everyone’s responsibility that information distributed via e-mail be directed only to those who have a need to know. Employees who release sensitive company information, whether or not the release is inadvertent, may be subject to discipline up to and including termination.

All information that exists in the Company e-mail system and Company-owned equipment is the property of the Company; including contents of files and databases. The Company reserves the right to look at the contents of accounts when violation of policy or security is suspected and in these matters senior management approval must be obtained. Any personal information or files stored on Company computer systems become the property of the Company. As such, the company reserves the right to withhold all such files and information upon termination. Refer to the IT Operations Manual for further guidance relating to IT policies. The IT Operations Manual outlines in detail, the appropriate and responsible use of the Company’s Information Systems (including computers, internet, e-mail. instant messaging, social media, file downloads, copyrighted software, account and password security, anti-virus; etc.).

Record Keeping, Financial Controls and Disclosure

It is the Company's policy to make full, fair, accurate, timely and understandable disclosure in compliance with all applicable laws and regulations in all reports and documents that the Company files with, or submits to, the Securities and Exchange Commission and Canadian securities regulators and in all other public communications made by the Company. The Company's management have the general responsibility for preparing such filings and other such communications and shall ensure that such filings and communications comply with all applicable laws and regulations. No false, misleading or deliberately inaccurate entries shall be made in the Company's books and records for any reason. It is the responsibility of Company employees to assure that all business transactions are properly authorized, accurately identified and promptly recorded in the financial statements. Individuals in supervisory positions have the added responsibility to communicate relevant policies and procedures to subordinates and to exercise care in reviewing records to ensure that full and accurate financial statements are created. Employees must also provide all necessary information to management when requested and must inform management if they become aware that information in any such filing or communication was untrue or misleading at the time such filing or communication was made or if they have information that would affect any filings or communications to be made in the future.

All of the Company’s books, records, accounts and financial statements must be maintained in reasonable detail, appropriately reflect the Company’s transactions, be promptly disclosed in accordance with any applicable laws or regulations, and must conform to both applicable legal requirements and the Company’s system of internal controls. Business records and communications often become public and we should avoid exaggeration, derogatory remarks, guesswork or inappropriate characterizations of people and companies that may be misunderstood. This applies equally to e-mail, internal memos and formal reports. Records should always be retained or destroyed according to the Company’s record retention policies.

Administrative and accounting controls must be implemented to provide reasonable assurance that the Company is in compliance with the above requirements and that financial and other reports are accurately and reliably prepared, and fully and fairly disclose all required or otherwise material information.

Financial Reporting

As a public company, it is necessary that the Company’s filings with the U.S. Securities and Exchange Commission be accurate and timely. The Company expects employees and officers to take this responsibility very seriously and provide prompt and accurate answers to inquiries related to the Company’s public disclosure requirements.
The Company’s policy is to comply with all financial reporting and accounting regulations applicable to

the Company. If any employee or officer has concerns or complaints regarding accounting or auditing matters of the Company, then he or she is encouraged to submit those concerns to the Chief Financial Officer and/or SVP, Compliance and Risk Management.

Document Retention

The corporate records of the Company are important assets and include essentially all records you produce as an employee, whether paper or electronic. A “corporate record” may be as obvious as a memorandum, an email, a contact, or something less obvious such as a computerized desk calendar, am appointment book, or an expense records. Much of the documentation generated must be retained for specific minimum time periods which are dictated by government regulations, including, but not limited to, the Sarbanes-Oxley Act of 2002. Failure to retain such corporate records for those minimum periods could subject the Company to penalties and fines, cause the loss of rights, obstruct justice, spoil potential evidence in a lawsuit, place the Company in contempt of court, or seriously disadvantage the Company in the course of litigation.

The Company has standardized and orderly procedures for the review, retention and/or eventual destruction of corporate records, enabling the Company to identify and retain those corporate records necessary to (i) comply with all applicable legal requirements, (ii) promote efficient functioning of the Company’s business; and (iii) efficiently meet the business needs of the Company, while also enabling the Company to identify and destroy those corporate records that are no longer relevant to the conduct of that business. Document retention is a Company decision, not an individual one. Company records belong to the Company and not to the individuals who generate them. The Company expects all employees to fully comply with this any additional published records retention or destruction policies and schedules with respect to all Company documents, in all media formats, or software applications, at all times, noting, however the following exception: If you believe, or the Company informs you, that certain Company records are relevant to litigation, or potential litigation (i.e., a dispute that could result in litigation), then you must preserve those records until the Legal Department determines that the records are no longer needed. This exception supersedes any previously or subsequently established destruction schedule for those records. If you believe that this exception may apply, or have any questions regarding its potential availability, please contact the Company’s General Counsel, Mitchell Gendel, by email (mgendel@mdc-partners.com) or telephone (646) 429-1803.

For further guidance on Document Retention Standards by Type of Record, refer to the Company’s Document Retention policy or please contact the Senior Vice-President of Compliance and Risk Management, Kerry Robinson, by email (krobinson@mdc-partners.com) or telephone (646) 412-6522.

RESPECT OTHERS & PRESERVE TRUST

Equal Employment Opportunity

The Company is committed to providing a safe, orderly, diverse and tolerant work environment that is free of any discrimination. It is up to all of us to maintain this environment by granting others the same respect, cooperation and dignity that we deserve ourselves. Managers have a special responsibility to make fair decisions, encourage lawful and ethical behavior and set an example of how to conduct ourselves properly. Discrimination against any Company employee or any person with whom the Company has business dealings on the basis of race, color, religion, sex, age, marital status, national origin, sexual orientation, disability or

veteran status is strictly prohibited. This applies to all areas of employment, including hiring, training, scheduling, advancement, compensation, benefits, discipline and termination.

Health and Safety

The Company strives to provide a safe and healthy work environment by following health and safety rules and practices. This includes promptly reporting accidents, injuries and unsafe working environment to the appropriate supervisor. Employees of the Company will report to work in condition to perform their duties at their best.

Workplace Harassment and Violence

Purpose is to implement policies, measures and procedures to reduce, manage and prevent harassment and violence at the Company in order to foster an environment of safety and mutual respect at all levels of the organization between all employees, co-workers, contractors, visitors and customers.

The Company takes a position of Zero Tolerance with regard to workplace harassment and violence. No employee, under any circumstances is allowed to exhibit harassing or violent behavior towards others, including but not limited to employees, clients, customers, consultants, service providers or any other third parties that are interacted with through the course of work for the Company.

Should an employee perpetrate an act of workplace harassment or violence, the Company will exercise measures in response to that employee’s behavior, up to and including termination of employment.

Definitions

The Company defines Workplace Harassment as engaging in a course of vexatious comment or conduct against a worker in a workplace that is known or ought reasonably to be known to be unwelcome. This definition of Workplace Harassment does not apply to appropriate challenges to work performance or negative job-related feedback. Extremely inappropriate or harmful delivery of criticism or expectations may meet the criteria of harassment. Workplace behavior that includes inappropriate sexual comments or conduct is included in the definition of workplace harassment.

• Harassment - any behavior that demeans, embarrasses, humiliates, annoys, alarms or verbally abuses a person and that is known or would be expected to be unwelcome. This includes words, gestures, intimidation, bullying, or other inappropriate activities.

• Threatening Behavior, such as shaking fists, destroying property or throwing objects.

• Verbal or Written Threats - any expression of an intent to inflict harm.

• Verbal Abuse - swearing, insults or condescending language.

• Physical Attacks - hitting, shoving, pushing or kicking.

The Company defines Workplace Violence as:

• The exercise of physical force by a person against a worker in a workplace that causes or could cause physical injury to the worker

• An attempt to exercise physical force against a worker in a workplace that potentially could cause physical injury to the worker

• A statement or behavior that is reasonable for a worker to interpret as a threat to exercise physical force against the worker, in a workplace, that could cause physical injury to the worker.

ACT LIKE AN OWNER

Confidential Information

You are required to maintain the confidentiality of all confidential information that you receive or become privy to in connection with the Company's business, except when disclosure is authorized or legally mandated. Confidential information includes all proprietary information that might prejudice the ability of the Company to pursue certain objectives, be of use to competitors or harmful to the Company, its suppliers or its customers, if disclosed. Confidential information also includes any information relating to the Company's business and affairs that results in or would reasonably be expected to result in a significant change in the market price or value of any of the Company's securities or any information a reasonable investor would consider important in making an investment decision. You must not use confidential information for your own advantage or profit. The obligation not to disclose confidential information continues even after employment ends.

Conflicts of Interest

You may not make any investment, accept any position or benefits, participate in any transaction or business arrangement or otherwise act in a manner that creates or appears to create a conflict of interest unless you make full disclosure of all facts and circumstances to, and obtain the prior written approval of the Company’s Chief Financial Officer and General Counsel, in the case of employees, or the Presiding Director and Chairman of the Audit Committee, in the case of directors and officers.

A "conflict of interest" arises when you take actions or have interests that conflict in any way with the interests of the Company. These conflicts may make it difficult for you to perform your work objectively and efficiently. Situations of apparent bias must be avoided. Having a conflict of interest is not a violation of the Code, but failing to disclose the conflict is. Areas that give rise to a potential conflict of interest include:

• Ownership in a business personally or by a family member that competes directly with the Company

• Outside employment and activities that competes directly with the Company

• Personal opportunities/ benefits as a result of your position with the Company

• Loans to, and guarantees of obligations of, employees incurred for personal reasons can also present conflicts of interest. Company loans to the Company’s Executive Officers and Directors are prohibited by law.

Related Party Transactions

The Company has adopted the following policy related to the review, approval or ratification of “related party transactions.” The Audit Committee will have responsibility for overseeing this Policy.

Definition

• A “Related Party” is any Director, executive officer or 5% shareholder of MDC Partners, or any immediate family member of such persons.

• A “Related Party Transaction” is any transaction in which the Company:

◦ was, or is proposed to be, a participant, in which a “Related Party” had, has or will have a direct or indirect material interest;

◦ and any amendment or modification to an existing Related Party Transaction, regardless of whether such transaction has previously been approved.

◦ Note: there is no minimum $ value for a Related Party Transaction to be subject to this Policy, notwithstanding SEC threshold of $120,000.

Notice and Audit Committee Review Procedure

The Company’s Directors and employees are prohibited from engaging in transactions that create a “conflict of interest”. The Company’s employees are required to report to the General Counsel and CFO (or Audit Committee Chairman) circumstances that may create or appear to create a conflict between the personal interests of the individual and the interests of the Company, regardless of the amount involved.

Any Related Party Transaction must be approved in advance by the Audit Committee; provided, however, that any ordinary course transaction in which an operating subsidiary of the Company derives revenue from a related party may be approved on an annual basis by the Audit Committee.

Notice Required. Any Director or executive officer of the Company shall notify the Company’s General Counsel and Chief Financial Officer as soon as reasonably practicable about any potential Related Party Transaction. The General Counsel and CFO shall determine whether a potential transaction or relationship constitutes a Related Party Transaction that requires

compliance with this Policy and/or disclosure as a Related Party Transaction under applicable SEC rules.

Audit Committee Review. If the General Counsel and CFO determine that the transaction constitutes a Related Party Transaction, the transaction will be referred to the Audit Committee for its consideration. The Audit Committee will be provided with full details of the proposed Related Party Transaction, including:

(i) the terms and conditions of the proposed transaction;

(ii) the business purpose of the transaction; and

(iii) the benefits to the Company and to the relevant Related Party.

Key Factors to Consider. The Audit Committee may consider, among other things, the following factors to the extent relevant to the Related Party Transaction:

• The benefits of the transaction to the Company;

• The terms of the transaction and whether they are fair (arm’s-length) and in the ordinary course of the Company’s business;

• The size and expected term of the transaction; and

• Other facts and circumstances that bear on the materiality of the related person transaction.

The following transactions are not Related Party Transactions

• Executive officer compensation and benefit arrangements (including the exercise of any equity incentive awards received as compensation).

• Director    compensation    arrangements    approved    by    the    Human    Resources    and Compensation Committee.

• Ordinary course business travel and expenses, advances and reimbursements.

• Indemnification payments and payments under D&O insurance policies made pursuant to MDC Partners’ By-Laws or pursuant to any agreement.

• Any transaction between the Company and an entity in which a Related Party has a relationship solely as a director; a less than 5% equity holder; or as an employee (but no material benefit by the Related Party).

Insider Trading

This applies to all transactions in MDC’s securities; this means common stock, options for the purchase or sale of common stock, convertible debentures and any other securities MDC may issue from time to time (like preferred stock, warrants and stock options related to MDC’s stock, whether or not issued by MDC, such as exchange traded options). It applies to all executive officers of MDC, all members of MDC’s Board

of Directors and all employees of MDC and its subsidiaries who receive or have access to Material Nonpublic Information (see definition below) regarding MDC. This group of people, members of their immediate families, and members of their households are sometimes referred as “Insiders.” This policy also applies to any person who receives Material Nonpublic Information from any Insider. Any person who possesses Material Nonpublic Information regarding MDC is an Insider for so long as the information is not publicly known. Any employee is an Insider when he or she possesses Material Nonpublic Information.

It is the policy of MDC to prohibit the unauthorized disclosure of any nonpublic information acquired in the workplace and the misuse of Material Nonpublic Information in securities trading.

Definition of Material Nonpublic Information

Information should be regarded as material if there is a reasonable likelihood that it would be considered important to an investor in making an investment decision regarding the purchase or sale of securities. Both positive and negative information may be material. While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of such information may include:

• Financial results and/or projections of future earnings or losses;

• Gain or loss of a substantial client;

• New equity or debt offerings;

• Acquisitions or divestitures;

• Significant litigation exposure due to actual or threatened litigation;

• Major changes in senior management; and

• Stock splits.

Specific Prohibited Activities

No Trading of Material Nonpublic Information. No director, officer or employee of MDC, and no member of such individual’s immediate family or household, may engage in any transaction involving a purchase or sale of MDC’s securities, including any offer to purchase or offer to sell, during any period starting with the date that he or she possesses Material Nonpublic Information concerning MDC, and ending at the close of business on the second Trading Day (see definition below) after the date of public disclosure of that information, or when the nonpublic information is no longer material. The term “Trading Day” means a day on which the NASDAQ or Toronto Stock Exchange is open for trading.

No Tipping.    No Insider shall disclose (“tip”) Material Nonpublic Information to any person (including family members) where the information could be used by such person to his or her profit by trading in MDC’s

securities, nor can the Insider or related person make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in MDC’s securities.

Confidentiality of Nonpublic Information.    It is MDC's policy that employees, officers and directors should not discuss internal MDC matters or developments with anyone outside of MDC, except as required in the performance of regular employment duties. Similarly, employees, officers and directors should not discuss MDC affairs in public or quasi-public areas where conversations may be overheard (e.g., in rest rooms, elevators, restaurants, etc. or during telephone conversations on cellular phones). This prohibition applies to inquiries about MDC that may be made by the financial press, investment analysts or others in the financial community. It is important that all such communications on behalf of MDC be made only through authorized individuals. If any employee, officer or director receives any inquiries of this nature, he or she should decline comment and, in accordance with MDC policy on such communications, refer the matter directly to MDC’s Chief Financial Officer.

Potential Criminal and Civil Liability and/or Disciplinary Action

1. Liability for Insider Trading. Insiders are subject to significant monetary penalties and incarceration for engaging in transactions in MDC’s securities when they have knowledge of Material Nonpublic Information regarding MDC.

2. Liability for Tipping. Insiders may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed nonpublic information regarding MDC or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in MDC’s securities. The Securities and Exchange Commission (the “SEC”) and the Ontario Securities Commission (the “OSC”) have imposed large penalties even when the disclosing person did not profit from the trading. The SEC, OSC and the stock exchanges use sophisticated electronic surveillance techniques to uncover insider trading.

3. Disciplinary Actions. Employees of MDC who violate this Policy are subject to disciplinary action by MDC, which may include ineligibility for future participation in MDC’s equity incentive plans or termination of employment.

Guidelines

1. Window Period.To ensure compliance with this Policy and applicable federal and state/provincial securities laws, MDC strongly recommends that all employees, directors and executive officers having access to MDC’s internal financial statements or other Material Nonpublic Information refrain from making any transactions for purchases or sales (or any other transactions) in MDC’s securities other than during the following period (the “Window Period”):

• The period in any quarter commencing at the close of business on the second Trading Day following the date of public disclosure of the financial results for the prior quarter or year and ending on the 20th Trading Day thereafter (or such shorter time as may be announced by the Company). If public disclosure occurs on a Trading Day before the markets close, then the date of disclosure is considered the first Trading Day following such public disclosure. If the public disclosure occurs after the

markets close on a Trading Day, then the date of public disclosure is not considered the first Trading Day following the date of public disclosure.

The safest period for trading in MDC’s securities, assuming the absence of Material Nonpublic Information, is generally the first ten days of the Window Period. Periods outside the Window Period are more highly sensitive for transactions in MDC’s stock from the perspective of compliance with applicable securities laws. This is due to the fact that executive officers, directors and certain other employees, as any quarter progresses, will be increasingly likely to possess Material Nonpublic Information about the expected financial results for the quarter.

The purpose behind the recommended Window Period is to help establish a diligent effort to avoid any improper transaction. Trading outside of the window is strongly discouraged. However, if an Insider chooses to do so, he or she should be particularly careful since the presumption will be that the Insider had, at such time, access to Material Nonpublic Information. It should be noted that even during the Window Period any person possessing Material Nonpublic Information concerning MDC should not engage in any transactions in MDC’s securities until such information has been known publicly for at least two Trading Days. Although MDC may from time to time recommend during a Window Period that directors, executive officers, selected employees and others suspend trading because of developments known to MDC and not yet disclosed to the public, each person is individually responsible at all times for compliance with the prohibitions against insider trading. Trading in MDC’s securities during the Window Period should not be considered a “safe harbor,” and all directors, officers and other persons should use good judgment at all times.

Preclearance of Trades.    MDC has determined that all executive officers and directors of MDC should refrain from trading in MDC’s securities, even during the Window Period, without first complying with MDC’s “preclearance” process. Each executive officer and director should contact MDC’s General Counsel prior to commencing any trade in MDC’s securities. MDC may also find it necessary, from time to time, to require compliance with the preclearance process from certain employees, consultants and contractors other than and in addition to executive officers and directors. Such individuals will be notified in writing of such determination.

2. Individual Responsibility. Every employee, officer and director has the individual responsibility to comply with this Policy against insider trading, regardless of whether MDC has recommended a Window Period to that person. The guidelines set forth in this Policy are guidelines only, and appropriate judgment should be exercised in connection with any trade in MDC’s securities. An Insider may, from time to time, have to forego a proposed transaction in MDC’s securities even if he or she planned to make the transaction before learning of the Material Nonpublic Information and even though the Insider believes he or she may suffer an economic loss or forego anticipated profit by waiting.

Additional Information – Directors and Executive Officers

Directors and executive officers of MDC must also comply with the reporting obligations and limitations on short-swing transactions set forth in Section 16 of the Securities and Exchange Act of 1934, as amended. The practical effect of these provisions is that executive officers and directors who purchase and sell (or sell and purchase) MDC’s securities within a six-month period must disgorge all profits to MDC whether or not they had knowledge of any Material Nonpublic Information. Certain types of transactions (including many benefit plan transactions) are not deemed to be “purchases” or “sales” for this purpose and are therefore

exempt from this short swing transaction rule, subject in some cases to certain conditions and governmental filing requirements.

Inquiries

Please direct your questions as to any of the matters discussed above to MDC’s General Counsel. Please seek clarification and guidance before you act. Do not try to resolve uncertainties on your own.

DEMAND EXCELLENCE

Whistleblower Hotline and Reporting

The Company has established a procedure to receive and promptly deal with any complaints received from employees of MDC and its Partner Companies regarding; accounting, internal controls and auditing matters (“Accounting Issues”) or laws governing our business (“Governing Laws”).

Reporting Concerns and Complaints

The Company is committed to achieving compliance with; applicable securities laws and regulations, accounting standards and internal accounting controls and governing laws. It is the responsibility of each director, officer and employee of the Company promptly to report complaints or concerns.

Any employee of the Company may submit a good faith complaint regarding Accounting Issues or failure to comply with Governing Laws, without fear of dismissal or retaliation of any kind. The Company’s Audit Committee will oversee treatment of employee concerns in this area.

In order to facilitate the reporting of employee complaints, the Audit Committee of the Board of Directors has established the following procedures for;

• the receipt, retention and treatment of complaints received by the Company, and

• the confidential, anonymous submission of employees’ concerns.

Scope of Matters Covered by These Procedures

These procedures relate to employee complaints and submissions relating to; any questionable Accounting Issues or failure to comply with Governing Laws;

• fraud or deliberate error in the preparation, evaluation, review or audit of any financial statement of the Company;

• fraud or deliberate error in the recording and maintaining of financial records of the Company;

• deficiencies in or noncompliance with the Company’s internal accounting controls;

• misrepresentation or false statement to or by a senior officer or accountant regarding a matter contained in the financial records, financial reports or audit reports of the Company; or

• deviation from full and fair reporting of the Company’s financial condition.

Receipt of Employee Complaints

Employees with complaints may report their concerns to either:

1. The Chairman of the Audit Committee. Employees may forward complaints or submissions on a confidential or anonymous basis to the Chairman of the Audit Committee by regular mail addressed to:

Mr. Michael J. Kirby c/o MDC Partners 45 Hazleton Avenue Toronto, Ontario M5R 2E3

Or

2. The Company has established a confidential telephone hotline to report any concerns. The telephone number is 1-800-886-2375. To file a report online: https://www.tnwgrc.com/mdcpartners.

Treatment of Complaints Received by Audit Committee Chairman

Upon receipt of a complaint or submission, the Chairman of the Audit Committee will:

• determine whether the complaint pertains to Accounting Issues or Governing Laws; and

• when possible, acknowledge receipt of the complaint to the sender.

Complaints and submissions will be reviewed under Audit Committee direction and will include such other persons as the Audit Committee determines to be appropriate. Confidentiality will be maintained to the fullest extent possible, consistent with the need to conduct an adequate review.

Prompt and appropriate corrective action will be taken when and as warranted in the judgment of the Audit Committee.

Whistleblower Hotline Response Procedures

All received reports are communicated to the Senior Vice President of Compliance and Risk Management, Chief Financial Officer, General Counsel and Audit Committee Chairman via the third party service provider report function (e-mail) utilized by the Company. Regardless of the nature of the report, upon receipt of a complaint or concern, the following steps are taken by the SVP of Compliance and Risk Management:

• Contact the complainant (if name has been made available) to ensure them that the Company is looking into the situation.

• Contact the appropriate members of management of the Company to properly investigate the report, following up as needed.

• Consult with the Audit Committee Chairman and General Counsel as needed.

• Report the status of all reports received to the Audit Committee members quarterly.

No Retaliation

No one will be subject to retaliation because of a good faith report of a concern or complaint regarding Accounting Issues, Governing Laws or suspected misconduct. It is prohibited to discriminate against employees for making good faith reports in any of the terms and conditions of their employment, including but not limited to job assignment, promotion, compensation, training, discipline and termination. Any suspected acts of retaliation should be reported immediately to the Chairman of the Audit Committee.

This policy has been implemented to not only comply with securities regulations but also to ensure all individuals can perform their duties in a professional environment, free from inappropriate pressures or influence.

The United States’ Sarbanes-Oxley Act of 2002 (the “Act”) specifically creates protection for “whistleblowers” from certain retaliatory actions. A Reporting Person may not be disciplined, discharged, demoted, suspended, threatened, harassed, or in other ways discriminated against because of any lawful act by the Reporting Person: (1) to provide information, cause information to be provided, or otherwise assist in an investigation regarding any conduct which the Reporting Person reasonably believes constitutes a violation of federal securities laws, any rule or regulation of the Securities and Exchange Commission, or any provision of federal law relating to fraud against shareholders, when the information or assistance is provided to or the investigation is conducted by (a) a federal regulatory or law enforcement agency; (b) any member of Congress or any committee of Congress; or (c) any person with supervisory authority over the Reporting Person (or such other person working for the Company who has the authority to investigate, discover, or terminate misconduct); (2) to file, cause to be filed, testify, participate in, or otherwise assist in a proceeding filed or about to be filed (with any knowledge of the Company) relating to an alleged violation of federal securities laws, any rule or regulation of the Securities and Exchange Commission, or any provision of federal law relating to fraud against shareholders.

Reports of Workplace Incidents

Employees are to report any incidents of violence or harassment in the workplace to the “Whistleblower Hotline” as discussed above or by speaking with the local HR representative or with a member of management. Response and follow up will be in line with response procedures as previously noted.

If immediate response is required the Company will respond to incidents of violence or harassment by:

• Ensuring the immediate and long term safety of all employees, as much as is possible under the circumstances.

• Immediately contacting the relevant authorities, such as 911, EMS, Police, Ambulance, Fire, etc. as required.

Employees who, with good intentions, provide information about actions they believe to be harassing or potentially harassing, will not be subject to disciplinary actions should an investigation prove their report to be unsubstantiated.

Employees who are found to have maliciously and/or intentionally wrongfully accused an individual of workplace harassment may be subject to disciplinary action up to and including termination of employment.

Employees who are found to have engaged in harassing conduct or are found to be at risk of engaging in violent conduct or who have engaged in violent conduct may be subject to discipline, suspension or dismissal.

Reports of Violations of Code of Conduct

If you know of or suspect a violation of applicable laws, rules or regulations of this Code of Conduct, you must immediately report that information to the Company’s Chief Financial Officer and General Counsel, in the case of employees, or the, Presiding Chairman of the Audit Committee, in the case of directors and officers. Reports of suspected violations should identify as many relevant facts as possible, including, if applicable:

• the date(s) relevant to the identified issue;

• the name of any persons involved in the identified activity;

• the specific facts that give rise to the concerns expressed; and

• any suggestions for resolving or dealing with the problems or issues identified.

The Company recognizes that resolving reported problems or concerns will advance the overall interests of the Company, and will help to safeguard the Company's assets, financial integrity and reputation.

No one will be subject to retaliation because of a good faith report of a suspected violation.

Enforcement of Code of Conduct

Violations of this Code of Conduct may result in disciplinary action, up to and including discharge. The Company's Audit Committee shall determine, or shall designate appropriate persons to determine appropriate action in response to violations of this Code of Conduct. Violations of this Code of Conduct may also violate certain laws.

Waivers of Code of Conduct

If you would like to seek a waiver of this Code of Conduct, you must make full disclosure of your particular circumstances to the Company’s General Counsel, in the case of employees, or the Presiding Director and Chairman of the Audit Committee, in the case of directors and officers. Any waiver of this Code of Conduct for directors or officers of the Company must be approved by the Company's Board of Directors. Amendments

to and waivers of this Code of Conduct will be publicly disclosed as required by applicable laws, rules and regulations.

Documenting Compliance with the Code of Conduct

Appropriate records evidencing compliance with this Code of Conduct shall be maintained by the Company, including copies of correspondence relating to requests for, and determinations relating to, waivers of this Code of Conduct, and copies of documents relating to violations of this Code of Conduct.

No Rights Created

This Code of Conduct is a statement of certain fundamental principles, policies and procedures that govern the directors, officers and employees of the Company in the conduct of the Company's business. It is not intended to and does not create any rights in any employee, customer, client, supplier, competitor, shareholder or any other person or entity.

ACKNOWLEDGEMENT FORM for Code of Conduct Recipients

The undersigned, an employee of the MDC Partners (the “Company”) affiliate (the “Partner affiliate”) hereby acknowledges that he or she:

(i) has received and reviewed a copy of the amended and restated 2015 Code of Conduct (the “Code of Conduct”) of the Company, as well as the policies referenced therein;

(ii) has viewed the training webinar for the MDC Workplace Violence and Harassment Program (for Canadian employees only);

(iii) understands that any questions relating to the Code of Conduct are to be directed to Mitch Gendel (mgendel@mdc-partners.com), MDC General Counsel of the    Company or Kerry Robinson (krobinson@mdc-partners.com), MDC Senior Vice-President, Compliance & Risk Management;

(iv) has complied with the terms of the Code of Conduct, except to the extent reported in writing to the Company, in accordance with the terms of the Code of Conduct;

(v) has reported all known or suspected violations of the Code of Conduct by others in writing to the Company, in accordance with the terms of the Code of Conduct; and

(vi) hereby agrees to comply with the Code of Conduct.

Printed Name, Title

Signature

EX-14.1

Exhibit 14.1

MDC PARTNERS INC.

CORPORATE GOVERNANCE GUIDELINES

(Amended, effective February 2016)

MDC Partners Inc. is governed by applicable law (both in Canada, as a Canadian corporation, and in the United States, as a “U.S. issuer” under U.S. securities laws), a firm commitment to moral values and ethical business practices, and comprehensive corporate governance policies adopted by the Board of Directors, including specific charters for all committees of the Board and a Code of Conduct. Collectively, these corporate governance policies, charters, applicable law, and values constitute the corporate governance framework of MDC Partners. The Board intends that these Guidelines serve as a framework within which the Board may conduct its business, not as a set of binding legal obligations.

I.    Responsibilities of the Board of Directors and Position of the CEO.

The primary responsibility of the Board of Directors is to advance the interests of the Company’s shareholders by creating a valuable long-term business. The Board believes that this mission is best served by establishing a corporate culture of accountability, responsibility and ethical behavior through the careful selection and evaluation of senior management and members of the Board, and by carrying out the Board’s responsibilities with honesty and integrity.

A. Fiduciary Duty. Directors have a fiduciary duty to exercise their business judgment in the best interests of MDC Partners. Directors must perform their duties as Directors, including their duties as members of committees, in good faith and with that degree of care, diligence and skill as a reasonable person. Directors must maintain the confidentiality of MDC Partners’ non-public information and abide by applicable law.

B. Responsibilities of the Board. The business and affairs of MDC Partners are managed under the direction of the Board. The Board shall review and approve MDC Partners’ broad policies, strategic direction and overall priorities. The specific duties of the Board, which may be performed through its Committees, include:

1. reviewing and approving fundamental financial objectives and business strategies;

2. selecting, evaluating and compensating the CEO, and providing counsel and oversight on the selection, performance and compensation of other executive officers;

3. annually electing the executive officers of MDC Partners;

4. monitoring management performance and recommending improvements;

5. reviewing and approving major actions of MDC Partners, including

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a. decisions on major strategic initiatives and direction of MDC Partners;

b. acquisitions and divestitures of subsidiaries or businesses; and;

c. determining parameters for delegation of authority to officers to engage in transactions.

6. ensuring that processes and controls are implemented for maintaining the integrity of MDC Partners and compliance with applicable legal requirements; and

7. reviewing material risks that MDC Partners faces and identifying methods to monitor, mitigate or manage those risks.

C. Required Meeting Attendance. Each Director is expected to prepare for, attend and participate in all regularly scheduled and specially called Board meetings, and absent special circumstances, must attend at least seventy-five percent (75%) of such meetings.

D. Strategic Planning.The Board shall hold at least one full day strategic planning meeting per year, and management should prepare quarterly reviews of progress made in implementing the annual strategic plan. The timing and agenda of the strategic planning meeting will be determined by the Chairman and the CEO, in consultation with the Presiding Director. Where possible, the strategic planning meeting should be scheduled well in advance as part of the annual Board schedule.

E. Access to Employees and Advisors. Directors shall have complete access to corporate management of the Company and its affiliates at all times. At the invitation of the Board, members of senior management recommended by the Chairman and CEO, or Presiding Director, may attend Board meetings or portions thereof for the purpose of making presentations or participating in discussions. In addition, as necessary and appropriate, Directors will have full access to the Company’s independent advisers, including legal counsel and independent auditors. Directors will use their judgment to ensure that any such contact is not disruptive to the business operations of the Company and will, to the extent appropriate, provide the CEO with a copy of any written communications between a director and an officer or employee of, or adviser to, the Company. In discharging their obligations, directors should be entitled to rely on the honesty     and integrity of the Company’s senior executives and its outside advisors and auditors.

F. Position of the CEO. The primary functions of the CEO are to lead the management of our businesses and affairs in accordance with the Company’s strategic plan and operating and capital budgets, as approved by the Board.  The CEO’s key responsibilities include the following: (a) develop and recommend to the Board a long-term strategy and vision for the Company that leads to creation of shareholder value; (b) develop and recommend to the Board annual business plans and budgets that support the Company’s long-term strategy; (c) consistently strive to achieve the Company’s financial and operating goals and objectives; and (d) develop the corporate and partner management teams and succession plans.  

II. Board Composition; Meetings.

A. Size of Board and Selection Process. Directors are elected each year by MDC Partners’ shareholders at the annual meeting of shareholders, or by appointment by the Board. The Nominating and Corporate Governance Committee recommends nominees for election by the shareholders or appointment by the Board, pursuant to the Bylaws. In the event a vacancy occurs on the Board between annual meetings, the Board may fill such vacancy until the next annual meeting of shareholders. The Nominating and Corporate Governance Committee will evaluate potential nominees to fill vacancies and make recommendations to the Board.

1. Size of Board.     It is the policy of the Board that the number of directors be not less than three, as required by the Company's By-Laws, and no more than a number that can function

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effectively and efficiently as a body. The Board presently has six (6) members, and may be expanded to up to nine (9) members. It is the general sense of the Board at this time that, absent special circumstances, the size of the Board should be in the range of eight to ten Directors. The Board will periodically review the size of the Board based on recommendations of the Nominating and Corporate Governance Committee.

2. Board Membership Qualifications. The Board shall be composed of a majority of independent directors with a diverse range of experience, talent, expertise and occupational or related professional backgrounds. The Nominating and Corporate Governance Committee reviews the background and qualifications of those individuals who are chosen for consideration, including the following attributes and criteria of candidates: experience, skills, expertise, diversity, personal and professional integrity, character, business judgment, time availability in light of other commitments, dedication, conflicts of interest and any other relevant factors deemed appropriate. The Nominating and Corporate Governance Committee also reviews the suitability of each Board member for continued service as a director when that member’s term expires or that member experiences a significant change in status (for example, a change in employment).

3. Majority Voting. If a nominee who has been nominated by the Board of Directors receives, in an uncontested election, a number of votes “withheld” from his or her election that is greater than the number of votes cast “for” the election of the Director, such Director shall offer to resign from his or her position as a Director. The Board of Directors shall accept the resignation absent exceptional circumstances.  Unless the Board decides to reject the offer or to postpone the effective date of the offer, the resignation shall become effective 60 days after the date of the election. In making a determination whether to reject the offer or postpone the effective date, the Board of Directors shall consider all factors it considers relevant to the best interests of the Company. A director who tenders a resignation pursuant to these Guidelines will not participate in any meeting of the Board at which the resignation is considered. The Company will promptly issue a news release with the Board of Directors' decision.

4. Canadian Residency. At least 25% of the Directors shall be Canadian residents.

B.    Independent Directors. A majority of the Directors shall be “independent” as provided for in these

Corporate Governance Guidelines and as required by applicable law and the listing standards of NASDAQ and the Toronto Stock Exchange, if applicable.

C.Chairman of the Board; Presiding Director.

1. Chairman of the Board. The Board will annually elect a Chairman of the Board from among the directors to preside over meetings of the shareholders and of the Board.

2. Offices of Chairman of the Board, CEO and President. The Board may, in its discretion, separate or combine the offices of Chairman of the Board, CEO and President of the Company.

3. Presiding Director. The independent directors shall appoint a Presiding Director in order to strengthen the independence and the role of the independent directors. The duties of the Presiding Director are as follows:

a. Preside at Board meetings in the absence of the Chairman of the Board, or upon designation by a majority of directors;

b. Preside at executive sessions or other meetings of the independent directors;

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c. Serve as the principal liaison between non-management directors and the CEO and other management, particularly with respect to sensitive matters,

d. Recommend the retention of consultants, legal, financial, or other professional advisors who are to report directly to the Board;

e. Consult with the Chairman of the Board as to agenda items for Board and Committee meetings; and

f. Coordinate with committee chairs in the development and recommendations relative to Board and Committee meeting schedules.

D.Board Meetings.

1.Selection of Agenda Items. Upon consultation with the Presiding Director, the Chairman of

the Board and CEO will establish the agenda for each Board meeting. Any director may request, without restriction, the addition of specific agenda items. The Chairman of the Board and CEO annually will prepare a list of items and a calendar of meetings at which such items will be presented for the coming year. Not later than the regular November meeting, the Chairman of the Board and CEO will present this proposed schedule and will solicit any additional items from directors. Special items will be placed on the agenda throughout the year as needed.

2.    Scheduling Board Meetings. Upon consultation with the Presiding Director, the Chairman of

the Board and CEO shall determine the frequency, location and time requirements for regularly scheduled Board meetings. Special meetings of the Board may be called in accordance with the Company’s Bylaws.

3.Board Materials Distributed in Advance. The Board and senior management strongly believe

that interactive meetings with two-way dialogue between the Board and management are far more productive than pure presentations by management. Accordingly, background information and other information that is important to the Board’s understanding of the Company’s business prior to any presentation at the meeting should be distributed to the Board members within a reasonable period of time prior to the Board meeting. The Board is expected to have read all materials distributed in advance of the meeting, so that an interactive approach is possible and meaningful.

4.    Executive Sessions. The independent directors shall meet in executive session at regularly

scheduled Board meetings, with or without such other persons as they deem appropriate. The Presiding Director shall be chair of the executive session meetings.

5.    Regular Communications with the Board. Senior management will provide information and

data on a regular basis to assist the Board in better understanding the Company’s business activities and performance. This information and data may include information related to the Company, its operations, key performance indicators and other metrics, the Company’s competitors, current or pending legislation and regulatory matters, and securities analysts’ reports. This information and data should be as current as practicable. Upon request, a director will be provided supplemental information that, in the director’s sole judgment, is necessary or useful in fulfilling the director’s responsibilities.

6.    Committees of the Board. The three standing committees of the Board are: the Audit

Committee, the Nominating and Corporate Governance Committee, and the Human Resources & Compensation Committee.

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a. Primary Committee Responsibilities.

i. Audit Committee. To assist the Board in its oversight responsibilities with respect to: (1) the selection and evaluation of the Company’s independent auditors, and fees related thereto; (2) the independent auditor’s qualifications and independence; (3) the review and approval of the Company’s quarterly and annual financial statements; (4) oversight and monitoring of the Company’s other financial disclosures; (5) the Company’s compliance with legal and regulatory requirements; and (6) oversight of the financial reporting processes and internal control policies and procedures.

ii. Nominating and Corporate Governance Committee. To assist the Board in its oversight responsibilities with respect to: (1) identifying and reviewing qualifications of individuals being considered as new directors; (2) selecting and recommending to the Board the director nominees for election by the shareholders or appointment by the Board; (3) developing and refining processes for evaluating the performance of the CEO, Board and individual directors; and (4) developing and implementing the Company’s corporate governance principles to ensure that they are appropriate for the Company.

iii. Human Resources & Compensation Committee. To assist the Board in its responsibilities with respect to (1) management development and succession planning; (2) executive compensation; (3) production of an annual report on executive compensation for inclusion in the Company’s proxy statement; and (4) administration and review of the Company’s incentive-based and equity-based compensation plans.

b. Charters. Each standing committee will operate under a charter approved by the Board. Each committee will review its charter at least annually, and will submit any changes to the Board for approval.

c. Assignment and Rotation of Committee Members. The Chairman of the Board and the Presiding Director, with consideration of the desires and experience of individual Board members, will recommend committee assignments to the Nominating and Corporate Governance Committee. After review of the recommendations, the Nominating and Corporate Governance Committee will submit the proposed assignments to the full Board for approval. The Board will make committee assignments following the annual shareholders meeting. Each independent director will serve on at least one committee.

d. Committee Meeting Schedules. The chair of each committee shall determine the frequency, location and time requirements for regularly scheduled committee meetings.

e. Committee Meeting Agendas. The chair of each committee will prepare an annual schedule of all recurring items to be considered by the committee. Special items may be placed on the agenda throughout the year as the committee chair determines, after consultation with other committee members.

f. Reports to the Board. Each committee chair will report on committee business at the next scheduled Board meeting following the committee meeting.

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g. Independence of Committee Members. Only “independent directors” will serve on the Audit Committee, the Nominating and Corporate Governance Committee, and the Human Resources & Compensation Committee.

III. Governance Policies and Practices.

A. Legal Compliance and Ethical Conduct.

1. The Board approves the Company’s Compliance Program, which is comprised of the Company’s values and Code of Conduct. The Code of Conduct represents a framework for decision-making, and is an expression of the Company’s core values and requirements regarding business conduct.

2. The Board expects MDC Partners’ Directors, as well as all officers and employees, to act ethically at all times in accordance with the Code of Conduct and their duty of loyalty to MDC Partners. The Board will not waive any ethics policy for any Director or executive officer.

3. To maintain independence of the Board, all Directors are required to deal at arm’s length with MDC Partners and to disclose to the Company’s General Counsel any circumstance material to the Director that might be perceived as a conflict of interest, the taking of a corporate opportunity or a violation of the Code of Conduct.

4. The Company will not make any personal loans or extensions of credit to Directors or executive officers. The Company’s Directors and officers shall not agree to, or accept, any loan or extension of credit from the Company or any entity in which the Company has an equity interest.

5. The Company’s independent Directors shall review in advance, and approve (or reject), all proposed related party transactions with any director or nominee, officer, holder of more than 5% of any class of the Corporations voting securities or any family member of the foregoing persons.

B.    Evaluation of CEO and Senior Management; Service on Other Boards.

1. The independent directors of the Company, acting collectively, will conduct a performance evaluation of the CEO annually. The results of the CEO evaluation will identify strengths and areas of improvement, and will provide input for evaluation of CEO compensation by the Human Resources & Compensation Committee. The Chairs of the Human Resources & Compensation Committee and the Nominating and Corporate Governance Committees, and the Presiding Director, will review the CEO evaluation with the CEO personally, and report to the Board on follow-up items.

2. The CEO and President will conduct performance evaluations of senior management annually and review the results of such evaluations with the Human Resources & Compensation Committee.

3. The CEO and all other executive officers shall obtain the approval of the Nominating and Corporate Governance Committee prior to accepting an invitation to serve on the board of another public company, a privately-held company, or a not-for-profit organization that would require a substantial commitment of time. Generally, it is believed that such outside directorships should be limited to no more than two.

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C.    Annual Performance Evaluation of the Board and its Committees. The Board believes an annual self-

evaluation process serves to enhance the performance of the Board and its committees. The Nominating and Corporate Governance Committee will design and lead the Board evaluation process. Directors will be requested to provide assessments of the Board and its overall effectiveness, and to evaluate the performance of individual directors. Additionally, each committee will perform an annual self-evaluation of its overall performance and report the results to the Nominating and Corporate Governance Committee, which will present a consolidated report to the Board on each committee’s effectiveness.

D.    Stock Ownership Guidelines.

1. Stock Ownership by Executive Officers. The Board believes that stock ownership by senior executives, those who earn $200,000 or more annually in compensation (base salary + cash bonus), strengthens their commitment to the future of the Company and further aligns their interests with shareholders. Effective April 30, 2009, the Board has set stock ownership guidelines for all senior executives commensurate with their level of seniority and base salary. Such ownership guidelines are as follows:

a. Stock ownership. Five (5) times base salary for the CEO; four (4) times base salary for the President and Chief Financial Officer; three (3) times base salary for all Managing Directors, the General Counsel and the Chief Accounting Officer; and two (2) times base salary for all senior executives.  Compliance with such stock ownership guidelines is expected by the later of four years from the applicable date of initial election as an officer, or April 1, 2010.

b. Restrictions on sale of vested shares.   Effective April 30, 2009, no executive officer may sell any shares of MDC stock that he or she owns or received in connection with any equity incentive award received after November 1, 2007, unless he or she is in compliance with MDC’s Stock Ownership Guidelines; provided, however, that executives may elect to have shares withheld by MDC in order to satisfy tax withholding requirements at time of vesting.

c. Valuation of individual equity holdings. For purposes of determining the value of MDC equity incentive awards held by management, “value” will be calculated as follows:

i. MDC Stock purchased by an executive officer in the open market will be valued at the greater of the executive’s cost basis and the current market price per share.

ii. MDC’s Chief Financial Officer shall assign an appropriate value to all vested SARS and options.

iii. MDC’s Chief Financial Officer shall maintain a summary of each executive officer’s stock ownership holdings (including current valuation) in order to assess compliance with MDC’s Stock Ownership Guidelines.

d. Prohibition on Pledge of Stock and Hedging Activities. Effective June 1, 2013, no director or executive officer shall be permitted to enter into a new transaction involving the pledge of MDC Class A stock or any hedging activities involving MDC Class A stock.

2. Non-Employee Director Equity Ownership. Effective May 1, 2009, the Board has also set stock ownership guidelines for independent directors:

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a. Current stock ownership guidelines (2006). Effective March 6, 2006, the Board has also set stock ownership guidelines for independent directors, which are an appropriate multiple of the annual retainer amount paid by the Company to its independent directors. Such ownership guidelines for independent directors are three (3) times the annual retainer amount paid by the Company. Compliance with such stock ownership guidelines for current directors is expected within five years from the date of election to the Board for newly appointed directors.

3. Limit on Annual Grants under Equity Plans. The Human Resources & Compensation Committee will limit annual grants of equity awards to executive officers of the Company to an aggregate amount equal to not more than three percent (3%) of the issued and outstanding shares of the Company’s capital stock. In addition, Independent Directors shall not receive equity grants with a current market value in excess of $100,000 in a particular year.

E.    Director Compensation; Board Service Policies.

1. Director Compensation. Director compensation will be determined by, among other things, a review of director compensation plans at comparable publicly-traded companies. The Human Resources & Compensation Committee, from time to time, shall recommend to the Board the level and type of director compensation. The Board believes that equity should be a component of director compensation. Employee directors will not receive any cash or equity compensation for service as a director.

2. Board Service Policies. The Board has established Board service policies to further improve the effectiveness of the Board and its committees. As such, it is expected that each director will comply with the following policies:

a. Attendance. Regularly scheduled Board and committee meeting dates are established not less than one (1) year in advance of the meetings to avoid conflicts with existing commitments of directors. Directors are expected to attend meetings in person unless the meeting has been scheduled to be held by telephone.

i. Regular and Special Meetings. Directors are expected to attend regularly scheduled Board and committee meetings and to use their reasonable best efforts to attend special Board and committee meetings. Directors are also expected to attend the Company’s annual general meeting of shareholders, provided that a director who is unable to attend such a meeting is expected to notify the Chairman of the Board in advance of such annual shareholders’ meeting.

ii. Absences. Directors should inform the committee chair or Chairman of the Board in advance of any expected absence and the reason therefore. If feasible, directors should discuss with the Chairman of the Board the major subjects to be presented at the meeting.

iii. Absentee Rate Disclosure. In the event that a director’s absentee rate must be disclosed in the Company’s proxy statement (i.e., the director’s absences are greater than 25%), there is a presumption that the director is unable to participate fully in the responsibilities of director and will not stand for re-election. The Board may consider unique circumstances and waive this presumption.

b. New Director Orientation. Newly appointed or elected directors shall attend an orientation session conducted by the Company to familiarize themselves with the Company’s business, strategies, significant financial, accounting and risk management issues, Code of Conduct and senior management team.

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c. Director Continuing Education. The Board believes that the effectiveness of its oversight responsibilities is enhanced by director participation in specialized education programs that focus on corporate governance, director education, accounting, finance, and other relevant topics. The Company will pay seminar tuition and related travel expenses. The Nominating and Corporate Governance Committee will maintain current information on available programs and will report to the Board on participation by directors.

d. Change in Status or Occupation. Each independent director should inform the Presiding Director and the Chairman of the Board of any principal occupational change, including retirement, as promptly as practicable after such change, and should volunteer to resign from the Board. The Nominating Corporate Governance Committee will review the change in status and make its recommendation to the Board for action, if any.

e. Notification of Changes in Board Service. Each independent director should inform the Presiding Director and the Chairman of the Board of any change in other boards of directors on which the director sits, including such director’s service on an additional board. In addition, each independent director should inform the Presiding Director and the Chairman of the Board of any change in such director’s service on committees of other boards on which the director sits.

f. Notification of Certain Transactions. Each independent director should promptly inform the Chair of the Audit Committee and the Chairman of the Board of any direct or indirect relationship, including between the director (or an affiliate or immediate family member of the director) and the Company, whether proposed or existing, that could affect the independence of the director (including the independence requirements under SEC regulations and NASDAQ listing standards, and including audit committee independence standards).

g. Retirement Age. Each director will be expected to retire from the Board immediately after the first Annual Meeting of Shareholders following attainment of age 75, although exceptions may be made on a case-by-case basis upon a determination by the Board of Directors, in consultation with the Nominating and Corporate Governance Committee.

F.    Shareholder Communications with Presiding Director & Audit Committee Chair.

1. Communications with the Presiding Director. Shareholders who have concerns regarding the Company that pertain to matters other than accounting, internal accounting controls or auditing matters can communicate confidentially with the Company’s Presiding Director by writing to: MDC Partners Inc., 745 Fifth Avenue, Fl. 19, New York, NY 10151 (Attn: Presiding Director). Mail sent to this address will be forwarded, unopened, by the Corporate Secretary to the Presiding Director.

2. Communications with the Chair of the Audit Committee: Shareholders who have concerns that pertain to matters concerning accounting, internal controls or auditing matters can communicate confidentially with the Company’s Chair of the Audit Committee by writing to: MDC Partners Inc., 745 Fifth Avenue, Fl. 19, New York, NY 10151 (Attn: Presiding Director). Mail sent to this address will be forwarded, unopened, by the Corporate Secretary to the Audit Committee Chairman.

Page 9    February 2016

3. Communications via “Alertline”. The Company has established a Whistleblower Policy via a toll-free number (1-800-886-2375), or “Alertline”, for all employees, shareholders or others to report any violations of the Company’s Code of Conduct or policies. This Alertline is staffed by trained communication specialists who do not work for MDC Partners or any affiliate. The specialists will ask a series of questions to better understand the nature of the concern. A report will then be prepared and forwarded to MDC Partners’ General Counsel and Audit Committee Chairman for review and investigation, if appropriate.

G.    Public Communications. The Board believes that senior management speaks for the Company. The

Chairman and CEO are responsible for establishing effective communications with the Company's stakeholder groups; i.e., shareholders, clients, employees, creditors, governmental agencies and business partners. Individual directors may, from time to time, meet or otherwise communicate with various constituencies that are involved with the Company, but it is expected that Board members would do so only with the knowledge of senior management and, in most instances, at the request of management. The Board deliberates and takes action as a group and as a single entity, not as separate individuals.

The proceedings and deliberations of the Board, as well as all information received in connection with service on the Board, shall be kept confidential by the Directors.

H.    Access to Professional Advisors. The Board will have the sole authority to retain, at the Company’s

expense, independent compensation consultants, expert advisors or other professionals, as the Board deems necessary to fulfill its responsibilities, without obtaining the approval of any officer of the Company in advance. The Board will have sole authority to approve the fees of any such consultants, advisors or other professionals, and other terms of retention.

I.    Shareholder Proposals. All shareholder proposals properly submitted (under the Company’s By-Laws

and applicable law or regulation) in connection with the Company’s annual proxy statement will be referred to and evaluated by the independent Committee most knowledgeable about the subject matter of the proposal. The reviewing Committee may retain counsel or other advisors of its choosing to assist in its evaluation of the proposal. If the proposal is required or otherwise appropriate for inclusion in the Company’s proxy statement, the Board will include its recommendation and rationale with respect to the proposal in the Company’s proxy statement and management information circular.        

Page 10    February 2016

EX-21

Exhibit 21

MDC PARTNERS INC.
 
SUBSIDIARIES OF THE REGISTRANT

Name	Jurisdiction of Incorporation/Formation
2329640 Ontario Inc.	Ontario
2340432 Ontario Inc.	Ontario
6degrees Integrated Communications Corp.	Ontario
72andSunny NL B.V.	The Netherlands
72andSunny Partners LLC	Delaware
72andSunny Partners LLC	New York
72andSunny Entertainment LLC	Delaware
Accumark Partners Inc.	Ontario
ACE Content, LLC	Delaware
Active Events LLC	Delaware
Albion Brand Communication Limited	United Kingdom
Allison & Partners Holdings (Thailand) Limited	Thailand
Allison and Partners K.K. (Japan	Japan
Allison Partners Limited	Hong Kong
Allison & Partners LLC	Delaware
Allison & Partners Singapore Pte Ltd	Singapore
Allison & Partners UK Limited	United Kingdom
Allison PR (Beijing) Ltd.	China
Alveo LLC	Delaware
Anomaly B.V.	The Netherlands
Anomaly Inc.	Ontario
Anomaly London LLP	United Kingdom
Anomaly Partners LLC	Delaware
Anomaly Shanghai Advertising Co., Ltd.	China
Anomaly UK Limited	United Kingdom
Antidote 360 LLC	Delaware
Attention Partners LLC	Delaware
Boom Marketing Inc.	Ontario
Bruce Mau Design Inc.	Ontario
Bruce Mau Design (USA) LLC	Delaware
Bruce Mau Holdings Ltd.	Ontario
Bryan Mills Iradesso Corp.	Ontario
Capital C Partners GP Inc.	Ontario
Capital C Partners LP	Ontario
Company C Communications LLC	Delaware
Concentric Partners LLC	Delaware
Colle & McVoy LLC	Delaware
Com.motion Inc.	Delaware
Concentric Health Experience Limited	United Kingdom

CP&B – Crispin Porter & Bogusky Brasil Publicidade e Participacao Ltda.	Brazil
Crispin Porter & Bogusky Denmark ApS	Denmark
Crispin Porter & Bogusky Europe AB	Sweden
Crispin Porter & Bogusky (Hong Kong) Limited	Hong Kong
Crispin Porter & Bogusky Limited	United Kingdom
Crispin Porter & Bogusky LLC	Delaware
Cultura United Agency LLC	Delaware
Doner Limited	United Kingdom
Doner Partners LLC	Delaware
Dotglu, LLC	Delaware
Elixir Health Experience LLC	Delaware
Enplay Partners LLC	Delaware
Epoch PR Limited	United Kingdom
Expecting Productions, LLC	California
Gale43 Partners LP	Ontario
Gale Creative Agency Private Limited	India
Gale Partners Inc.	Ontario
Gale Partners LLC	Delaware
Hello Design, LLC	California
HL Group Partners LLC	Delaware
HPR Partners LLC	Delaware
Hudson and Sunset Media LLC (f/k/a Shout Media LLC)	Delaware
Hunter Canada PR LP	Ontario
Hunter PR UK Limited	United Kingdom
Hunter Public Relations UK Limited	United Kingdom
KBP Holdings LLC	Delaware
Kbs+p Atlanta LLC (f/k/a Fletcher Martin LLC)	Delaware
KBS+P Canada LP KBS+P Canada SEC	Ontario
KBS+P Ventures LLC	Delaware
KBS (Hong Kong) Limited	Hong Kong
KBS (Shanghai) Advertising Co. Ltd.	China
Kenna Communications GP Inc.	Ontario
Kenna Communications LP	Ontario
Kingsdale Partners LP	Ontario
Kingsdale Shareholder Services US LLC	Delaware
Kirshenbaum Bond & Partners West LLC	Delaware
Kirshenbaum Bond Senecal & Partners LLC	Delaware
KIS Information Services SRL	Barbados
Kwittken LP	Ontario
Kwittken Ltd.	United Kingdom
Kwittken PR LLC	Delaware
Laird + Partners New York LLC	Delaware
Laurie, Foard & Wheeler Limited	Hong Kong
LBN Partners LLC	Delaware
Legend PR Partners LLC	Delaware
Luntz Global Partners LLC	Delaware

Main North LP	Ontario
Maxxcom (Barbados) Inc.	Barbados
Maxxcom Inc.	Delaware
Maxxcom Global Media LLC	Delaware
Maxxcom (USA) Finance Company	Delaware
Maxxcom (USA) Holdings Inc.	Delaware
MDC Acquisition Inc.	Delaware
MDC Canada GP Inc.	Ontario
MDC Corporate (US) Inc.	Delaware
MDC Gale43 GP Inc.	Ontario
MDC Innovation Partners LLC (d/b/a Spies & Assassins)	Delaware
MDC Kingsdale GP Inc.	Ontario
MDC Partners UK Holdings Limited	United Kingdom
MDC Travel Inc.	Delaware
Mono Advertising LLC	Delaware
New Team LLC	Delaware
Northstar Management Holdco Inc.	Ontario
Northstar Research GP LLC	Delaware
Northstar Research Holdings Canada Inc.	Ontario
Northstar Research Holdings USA LP	Delaware
Northstar Research Partners Inc.	Ontario
Northstar Research Partners (USA) LLC	Delaware
Northstar Research Partners (UK) Limited	United Kingdom
Outeractive, LLC	Delaware
Pictor Digital Creative Services LLC	Delaware
Plus Productions, LLC	Delaware
PT. Northstar Business Consulting Partners	Indonesia
Pulse Marketing, LLC	Delaware
Redscout LLC	Delaware
Redscout Ltd.	United Kingdom
Relevent Partners LLC	Delaware
Rumble Fox LLC	Delaware
Skinny NYC LLC	Delaware
Sloane & Company LLC	Delaware
SML Partners Holdings LLC	Delaware
Source Marketing LLC	New York
Spurgeon Communications LLC	Delaware
Studio Pica Inc.	Ontario
Sugar Daddy Development, LLC	Delaware
TargetCast LLC	Delaware
TargetCom, LLC	Delaware
TC Acquisition Inc.	Delaware
The Arsenal LLC (f/k/a Team Holdings LLC)	Delaware
The House Worldwide Limited	United Kingdom
The Path Worldwide Limited	United Kingdom
Track 21 LLC	Delaware

Trade X Partners LLC	Delaware
Traffic Generators, LLC	Georgia
Trailer Productions, LLC	California
Trapeze Media Limited	Ontario
TS Holdings LP	Ontario
Union Advertising Canada LP	Ontario
Varick Media Management LLC	Delaware
Veritas Communications Inc.	Ontario
Vitro Partners LLC	Delaware
VitroRobertson LLC	Delaware
Walker Brook Capital LLC	Delaware
X Connections Inc.	Ontario
Yamamoto Moss Mackenzie Inc.	Delaware
Y Media Labs LLC	Delaware
Y Media Labs Private Limited	India
Zyman Group, LLC	Delaware

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

MDC Partners Inc.

New York, New York

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-159831 and 333-176059) and Form S-3 (No. 333-194445) of MDC Partners Inc., of our reports dated February 26, 2016, relating to the consolidated financial statements and financial statement Schedule II, and the effectiveness of MDC Partners Inc.'s internal control over financial reporting which appear in this Form 10-K.

/s/ BDO USA, LLP

BDO USA, LLP

New York, New York

February 26, 2016

EX-31.1

Exhibit 31.1

Certification Pursuant to Rules 13a-14(a) and 15d-14(a) as

Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Scott L. Kauffman, certify that:

1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2015 of MDC Partners Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 26, 2016	/s/ Scott L. Kauffman
		By:	Scott L. Kauffman
		Title:	Chairman and Chief Executive Officer

EX-31.2

Exhibit 31.2

Certification Pursuant to Rules 13a-14(a) and 15d-14(a) as

Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, David Doft, certify that:

1. I have reviewed this annual report on Form 10-K for the year ended December 31, 2015 of MDC Partners Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	February 26, 2016	/s/ David Doft
		By:	David Doft
		Title:	Chief Financial Officer

EX-32.1

Exhibit 32.1

Certification Pursuant to 18 U.S.C. Section 1350, as

Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the annual report of MDC Partners Inc. (the “Company”) on Form 10-K for fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Scott L. Kauffman, Chairman and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated as of	February 26, 2016	/s/ Scott L. Kauffman
		By:	Scott L. Kauffman
		Title:	Chairman and Chief Executive Officer

This certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report, irrespective of any general incorporation language contained in such filing.

A signed original of this written statement required by Section 906, or other documents authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification Pursuant to 18 U.S.C. Section 1350, as

Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the annual report of MDC Partners Inc. (the “Company”) on Form 10-K for fiscal year ended December 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, David Doft, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to my knowledge, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated as of	February 26, 2016	/s/ David Doft
		By:	David Doft
		Title:	Chief Financial Officer

This certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be deemed “filed” by the Company for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Report, irrespective of any general incorporation language contained in such filing.

A signed original of this written statement required by Section 906, or other documents authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Document And Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Feb. 26, 2016	Jun. 30, 2014
Document Information [Line Items]
Trading Symbol	MDCA
Entity Registrant Name	MDC PARTNERS INC
Entity Central Index Key	0000876883
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	FY
Amendment Flag	false
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 858.1
Common Class A
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		49,994,459
Common Class B
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		3,755

XML

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Revenue:
Services	$ 1,326,256,000	$ 1,223,512,000	$ 1,062,478,000
Operating Expenses:
Cost of services sold	879,716,000	798,518,000	704,969,000
Office and general expenses	322,207,000	290,073,000	355,964,000
Depreciation and amortization	52,223,000	47,172,000	36,139,000
Costs and Expenses, Total	1,254,146,000	1,135,763,000	1,097,072,000
Operating income (loss)	72,110,000	87,749,000	(34,594,000)
Other Income (Expenses):
Other income, net	7,238,000	689,000	2,531,000
Foreign exchange loss	(39,328,000)	(18,482,000)	(5,516,000)
Interest expense and finance charges	(57,903,000)	(55,265,000)	(45,110,000)
Loss on redemption of Notes	0	0	(55,588,000)
Interest income	467,000	418,000	427,000
Nonoperating Income (Expense), Total	(89,526,000)	(72,640,000)	(103,256,000)
Income (loss) from continuing operations before income taxes and equity in earnings of non-consolidated affiliates	(17,416,000)	15,109,000	(137,850,000)
Income tax expense (benefit)	5,664,000	12,422,000	(4,367,000)
Income (loss) from continuing operations before equity in earnings of non-consolidated affiliates	(23,080,000)	2,687,000	(133,483,000)
Equity in earnings of non-consolidated affiliates	1,058,000	1,406,000	281,000
Income (loss) from continuing operations	(22,022,000)	4,093,000	(133,202,000)
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes	(6,281,000)	(21,260,000)	(9,200,000)
Net loss	(28,303,000)	(17,167,000)	(142,402,000)
Net income attributable to the noncontrolling interests	(9,054,000)	(6,890,000)	(6,461,000)
Net loss attributable to MDC Partners Inc.	$ (37,357,000)	$ (24,057,000)	$ (148,863,000)
Basic and Diluted
Loss from continuing operations attributable to MDC Partners Inc. common shareholders (in USD per share)	$ (0.62)	$ (0.06)	$ (2.96)
Discontinued operations attributable to MDC Partners Inc. common shareholders (in USD per share)	(0.13)	(0.43)	(0.20)
Net loss attributable to MDC Partners Inc. common shareholders (in USD per share)	$ (0.75)	$ (0.49)	$ (3.16)
Weighted Average Number of Common Shares Outstanding:
Basic and diluted (in shares)	49,875,282	49,545,350	47,108,406
Stock-based compensation expense is included in the following line items above:
Cost of services sold	$ 11,710,000	$ 9,883,000	$ 7,222,000
Office and general expenses	6,086,000	7,813,000	93,183,000
Total	$ 17,796,000	$ 17,696,000	$ 100,405,000

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Comprehensive Income (Loss)
Net loss	$ (28,303)	$ (17,167)	$ (142,402)
Other comprehensive income (loss), net of applicable tax:
Foreign currency translation adjustment	9,564	1,736	(299)
Benefit plan adjustment, net of income tax benefit, of nil for 2015, $1,112 for 2014, and income tax expense of $1,112 for 2013	(423)	(10,403)	6,936
Other comprehensive income (loss)	9,141	(8,667)	6,637
Comprehensive loss for the year	(19,162)	(25,834)	(135,765)
Comprehensive income attributable to the noncontrolling interests	(4,186)	(5,178)	(6,450)
Comprehensive loss attributable to MDC Partners Inc.	$ (23,348)	$ (31,012)	$ (142,215)

XML

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Statement of Comprehensive Income [Abstract]
Pension and other postretirement benefit plans, tax	$ 0	$ (1,112)	$ 1,112

XML

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Current Assets:
Cash and cash equivalents	$ 61,458	$ 113,348
Cash held in trust	5,122	6,419
Accounts receivable, less allowance for doubtful accounts of $1,306 and $1,409	361,044	355,295
Expenditures billable to clients	44,012	40,202
Other current assets	37,109	36,978
Total Current Assets	508,745	552,242
Fixed assets, at cost, less accumulated depreciation of $96,554 and $95,083	63,557	60,240
Investment in non-consolidated affiliates	6,263	6,110
Goodwill	870,301	851,373
Other intangible assets, net	72,382	86,121
Deferred tax asset	15,367	18,758
Other assets	53,635	74,046
Total Assets	1,590,250	1,648,890
Current Liabilities:
Accounts payable	359,568	316,285
Trust Liability, Current	5,122	6,419
Accruals and other liabilities	297,964	264,854
Advance billings	119,100	142,608
Current portion of long-term debt	470	534
Current portion of deferred acquisition consideration	130,400	90,804
Total Current Liabilities	912,624	821,504
Long-term debt, less current portion	741,038	742,593
Long-term portion of deferred acquisition consideration	216,704	114,564
Other liabilities	44,905	45,861
Deferred tax liabilities	92,581	77,997
Total Liabilities	2,007,852	1,802,519
Redeemable Noncontrolling Interest, Equity, Redemption Value	$ 69,471	$ 194,951
Commitments, Contingencies and Guarantees (Note 16)
Shareholders’ Deficit:
Preferred shares, unlimited authorized, none issued	$ 0	$ 0
Charges in excess of capital	(315,261)	(209,668)
Accumulated deficit	(526,990)	(489,633)
Accumulated other comprehensive income (loss)	6,257	(7,752)
MDC Partners Inc. Shareholders’ Deficit	(566,152)	(441,235)
Noncontrolling Interests	79,079	92,655
Total Shareholders’ Deficit	(487,073)	(348,580)
Total Liabilities, Redeemable Noncontrolling Interests and Shareholders’ Deficit	1,590,250	1,648,890
Common Class A
Shareholders’ Deficit:
Common stock	269,841	265,817
Common Class B
Shareholders’ Deficit:
Common stock	$ 1	$ 1

XML

CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Accounts receivable, allowance for doubtful accounts (in dollars)	$ 1,306	$ 1,409
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment	$ 96,554	$ 95,083
Preferred stock, shares issued	0	0
Shares to be issued, shares	0	0
Common Class A
Common stock, shares issued	49,986,705	49,680,109
Common stock, shares outstanding	49,986,705	49,680,109
Common Stock, Par or Stated Value Per Share	$ 0	$ 0
Common Class B
Common stock, shares issued	3,755	3,755
Common stock, shares outstanding	3,755	3,755

XML

CONSOLIDATED STATEMENTS OF CASH FLOWS	12 Months Ended
	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)
Cash flows from operating activities:
Net loss	$ (28,303,000)	$ (17,167,000)	$ (142,402,000)
Loss from discontinued operations	(6,281,000)	(21,260,000)	(9,200,000)
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(22,022,000)	4,093,000	(133,202,000)
Share-based Compensation	17,796,000	17,696,000	22,438,000
Adjustments to reconcile income (loss) from continuing operations to cash provided by operating activities:
Depreciation	18,871,000	16,462,000	16,742,000
Amortization of intangibles	33,352,000	30,710,000	19,397,000
Amortization of deferred finance charges and debt discount	2,270,000	2,247,000	7,762,000
Adjustment to deferred acquisition consideration	38,887,000	18,652,000	36,143,000
Deferred income taxes	1,824,000	10,963,000	(5,427,000)
Earnings of non-consolidated affiliates	(1,058,000)	(1,406,000)	(281,000)
Distributions in excess of carrying value	0	0	(3,058,000)
Other and non-current assets and liabilities	4,680,000	(7,805,000)	(9,405,000)
Foreign exchange	30,185,000	14,821,000	3,004,000
Changes in working capital:
Accounts receivable	(4,796,000)	(35,800,000)	16,086,000
Expenditures billable to clients	(3,879,000)	23,351,000	(4,404,000)
Prepaid expenses and other current assets	1,550,000	(1,949,000)	(7,835,000)
Accounts payable, accruals and other current liabilities	76,521,000	51,120,000	30,017,000
Increase (Decrease) in Deferred Revenue	(23,508,000)	(13,805,000)	17,632,000
Cash flows provided by continuing operating activities	164,147,000	129,350,000	55,994,000
Discontinued operations	(1,342,000)	(1,827,000)	3,305,000
Net cash provided by operating activities	162,805,000	127,523,000	59,299,000
Gain (Loss) on Sale of Investments	(6,526,000)	0	0
Cash flows used in investing activities:
Capital expenditures	(23,575,000)	(26,416,000)	(16,809,000)
Payments for (Proceeds from) Investments	8,631,000	85,000	239,000
Acquisitions, net of cash acquired	(24,778,000)	(68,344,000)	(11,872,000)
Distributions from non-consolidated affiliates	0	3,409,000	3,761,000
Other investments	(7,272,000)	(6,312,000)	(2,692,000)
Cash flows used in continuing investing activities	(46,994,000)	(97,578,000)	(27,373,000)
Discontinued operations	17,101,000	(2,108,000)	(2,751,000)
Net cash used in investing activities	(29,893,000)	(99,686,000)	(30,124,000)
Cash flows (used in) provided by financing activities:
Acquisition related payments	(134,056,000)	(78,322,000)	(119,572,000)
Cash overdraft	(1,410,000)	37,835,000	4,976,000
Distributions to noncontrolling interests	(9,503,000)	(6,523,000)	(5,525,000)
Proceeds from exercise of options	224,000	0	0
Payment of dividends	(42,313,000)	(37,698,000)	(22,047,000)
Repayment of long-term debt	(534,000)	(656,000)	(743,000)
Deferred financing costs	0	(3,659,000)	(20,815,000)
Purchase of shares	(2,388,000)	(5,414,000)	(13,817,000)
Other	0	112,000	561,000
Cash flows (used in) provided by continuing financing activities	(189,980,000)	(15,388,000)	11,758,000
Discontinued operations	(40,000)	(40,000)	(1,266,000)
Net cash (used in) provided by financing activities	(190,020,000)	(15,428,000)	10,492,000
Effect of exchange rate changes on cash and cash equivalents	5,218,000	(1,068,000)	2,010,000
(Decrease) increase in cash and cash equivalents	(51,890,000)	11,341,000	41,677,000
Cash and cash equivalents at beginning of year	113,348,000	102,007,000	60,330,000
Cash and cash equivalents at end of year	61,458,000	113,348,000	102,007,000
Supplemental disclosures:
Cash income taxes paid	1,887,000	431,000	919,000
Cash interest paid	52,666,000	49,253,000	38,727,000
Change in cash held in trusts	(1,297,000)	6,419,000	0
Non-cash transactions:
Capital leases	140,000	773,000	595,000
Notes Receivable in exchange for shares of subsidiary	0	1,746,000	0
Dividends Payable	912,000	1,347,000	1,793,000
6.75% Notes
Cash flows (used in) provided by financing activities:
Proceeds from issuance of notes	0	78,937,000	664,125,000
11% Notes
Adjustments to reconcile income (loss) from continuing operations to cash provided by operating activities:
Loss on redemption of Notes	0	0	50,385,000
Cash flows (used in) provided by financing activities:
Repayment of 11% Notes	0	0	(425,000,000)
Premium paid on redemption of Notes	0	0	(50,385,000)
Wells Fargo Capital Finance, Llc [Member] | Revolving Credit Facility [Member]
Cash flows (used in) provided by financing activities:
Repayments of Lines of Credit	(703,020,000)	(378,985,000)	(49,450,000)
Proceeds from Lines of Credit	$ 703,020,000	$ 378,985,000	$ 49,450,000

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical)	Dec. 31, 2015	Dec. 31, 2014	Apr. 02, 2014	Dec. 31, 2013	Nov. 15, 2013	Mar. 20, 2013
6.75% Notes
Stated interest rate	6.75%	6.75%	6.75%	6.75%	6.75%	6.75%
11% Notes
Stated interest rate	11.00%	11.00%		11.00%

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CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Common Class A	Common Class B	Common Stock Common Class A	Common Stock Common Class B	Share Capital to Be Issued	Additional Paid-in Capital	Charges in Excess of Capital	Retained Earnings [Member]	Stock Subscription Receivable	Accumulated Other Comprehensive Loss	MDC Partners Inc. Shareholders’ Deficit	Noncontrolling Interests
Noncontrolling Interest, Increase from Business Combination	$ 11,090												$ 11,090
Increase (Decrease) in Noncontrolling Interests from Business Acquisitions	(4,939)						$ 11,074					$ 11,074	(16,013)
Stockholders' equity, beginning balance at Dec. 31, 2012	(84,810)			$ 253,869	$ 1	$ 424	0	$ (72,913)	$ (316,713)	$ (55)	$ (7,445)	(142,832)	58,022
Common stock outstanding, beginning balance (in shares) at Dec. 31, 2012				46,611,252	3,755	42,000
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss attributable to MDC Partners	(148,863)								(148,863)			(148,863)
Other comprehensive income (loss)	6,637										6,648	6,648	(11)
Equity Value Appreciation Awards				$ 16,210			(16,210)
Equity Value Appreciation Awards (in shares)				2,201,676
Stock Appreciation Rights Exercised				$ 387			(387)
Stock Appreciation Rights Exercised (in shares)				221,384
Issuance of restricted stock				$ 6,006			(6,006)
Issuance of restricted stock (in shares)				651,271
Shares acquired and cancelled	(13,817)			$ (13,817)								(13,817)
Shares acquired and cancelled (in shares)				(593,156)
Stock-based compensation	16,083						16,083					16,083
Temporary Equity, Accretion to Redemption Value	(35,689)						(35,689)					(35,689)
Dividends paid and to be paid	22,865						22,865					22,865
Other	(561)						(561)					(561)
Transfer to charges in excess of capital							53,439	(53,439)
Common stock outstanding, ending balance (in shares) at Dec. 31, 2013				49,092,427	3,755	42,000
Stockholders' equity, ending balance at Dec. 31, 2013	(276,612)			$ 262,655	$ 1	$ 424	0	(126,352)	(465,576)	(55)	(797)	(329,700)	53,088
Noncontrolling Interest, Increase from Business Combination	50,118												50,118
Increase (Decrease) in Noncontrolling Interests from Business Acquisitions	(17,831)						(8,992)					(8,992)	(8,839)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss attributable to MDC Partners	(24,057)								(24,057)			(24,057)
Other comprehensive income (loss)	(8,667)										(6,955)	(6,955)	(1,712)
Issuance of restricted stock				$ 7,661			(7,661)
Issuance of restricted stock (in shares)				761,686
Shares acquired and cancelled	(5,414)			$ (5,414)								(5,414)
Shares acquired and cancelled (in shares)				(216,004)
Stock Subscription Receivable	55									55		55
Stock-based compensation	9,868						9,868					9,868
Temporary Equity, Accretion to Redemption Value	(38,850)						(38,850)					(38,850)
Dividends paid and to be paid	37,244						37,244					37,244
Other	(54)			$ (915)		$ 424	437					(54)
Other (in shares)				(42,000)		42,000
Transfer to charges in excess of capital							83,316	(83,316)
Common stock outstanding, ending balance (in shares) at Dec. 31, 2014		49,680,109	3,755	49,680,109	3,755	0
Stockholders' equity, ending balance at Dec. 31, 2014	(348,580)			$ 265,817	$ 1	$ 0	0	(209,668)	(489,633)	0	(7,752)	(441,235)	92,655
Increase (Decrease) in Noncontrolling Interests from Business Acquisitions	(51,488)						(42,780)					(42,780)	(8,708)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Net loss attributable to MDC Partners	(37,357)											(37,357)
Other comprehensive income (loss)	9,141										14,009	14,009	(4,868)
Issuance of restricted stock				$ 6,069			(6,069)
Issuance of restricted stock (in shares)				365,873
Shares acquired and cancelled	(2,388)			$ (2,388)								(2,388)
Shares acquired and cancelled (in shares)				(96,777)
Stock issued during period, shares, options exercised				37,500
Options Exercised	224			$ 343			(119)					224
Stock-based compensation	8,437						8,437					8,437
Temporary Equity, Accretion to Redemption Value	22,809						(22,809)					(22,809)
Dividends paid and to be paid	(42,253)						(42,253)					(42,253)
Transfer to charges in excess of capital							105,593	(105,593)
Common stock outstanding, ending balance (in shares) at Dec. 31, 2015		49,986,705	3,755	49,986,705	3,755	0
Stockholders' equity, ending balance at Dec. 31, 2015	$ (487,073)			$ 269,841	$ 1	$ 0	$ 0	$ (315,261)	$ (526,990)	$ 0	$ 6,257	$ (566,152)	$ 79,079

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Basis of Presentation

12 Months Ended

Dec. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

Basis of Presentation

MDC Partners Inc. (the “Company” or “MDC”) has prepared the consolidated financial statements included herein pursuant to the rules and regulations of the United States Securities and Exchange Commission (the “SEC”) and in accordance with generally accepted accounting principles of the United States of America (“US GAAP”).

During the fourth quarter of 2015, the Company changed its reportable segment to coincide with the new reporting structure. The reporting structure was modified to reflect the approach the Chief Operating Decision Maker (“CODM”) utilizes to make decisions about the Company. Prior year segment reporting has been recast to reflect the new reportable segment.

Nature of Operations

MDC Partners Inc., formerly MDC Corporation Inc., is incorporated under the laws of Canada. The Company commenced using the name MDC Partners Inc. on November 1, 2003 and legally changed its name through amalgamation with a wholly-owned subsidiary on January 1, 2004. The Company’s operations are in primarily one reportable segment — the Advertising and Communications Segment. The segment operates primarily in the US, Canada, Europe, Asia, and Latin America. See Note 14, “Segment Information,” for further descriptions.

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Significant Accounting Policies

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Significant Accounting Policies

Significant Accounting Policies

The Company’s significant accounting policies are summarized as follows:

Principles of Consolidation.  The accompanying consolidated financial statements include the accounts of MDC Partners Inc. and its domestic and international controlled subsidiaries that are not considered variable interest entities, and variable interest entities for which the Company is the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation.

Reclassifications. Certain reclassifications have been made to the prior period financial statements to conform to the current period presentation.

Use of Estimates.  The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, contingent deferred acquisition consideration, valuation allowances for receivables, deferred tax assets and the amounts of revenue and expenses reported during the period. These estimates are evaluated on an ongoing basis and are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. Actual results could differ from these estimates.

Fair Value.  The Company applies the fair value measurement guidance of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (the “ASC”) Topic 820, Fair Value Measurements, for financial assets and liabilities that are required to be measured at fair value and for nonfinancial assets and liabilities that are not required to be measured at fair value on a recurring basis, including goodwill and other identifiable intangible assets. The measurement of fair value requires the use of techniques based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The inputs create the following fair value hierarchy:

• Level 1 - Quoted prices for identical instruments in active markets.

• Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable.

• Level 3 - Instruments where significant value drivers are unobservable to third parties.

When available, the Company uses quoted market prices to determine the fair value of its financial instruments and classifies such items in Level 1. In some cases, quoted market prices are used for similar instruments in active markets and the Company classifies such items in Level 2.

Concentration of Credit Risk.  The Company provides marketing communications services to clients who operate in most industry sectors. Credit is granted to qualified clients in the ordinary course of business. Due to the diversified nature of the Company’s client base, the Company does not believe that it is exposed to a concentration of credit risk. No client accounted for more than 10% of the Company’s consolidated accounts receivable as of December 31, 2015 and 2014. No clients accounted for 10% of the Company's revenue in each of the years ended December 31, 2015, 2014, and 2013.

Cash and Cash Equivalents.  The Company’s cash equivalents are primarily comprised of investments in overnight interest-bearing deposits, commercial paper and money market instruments and other short-term investments with original maturity dates of three months or less at the time of purchase. The Company has a concentration of credit risk in that there are cash deposits in excess of federally insured amounts.

Cash in Trust. A subsidiary of the Company holds restricted cash in trust accounts related to funds received on behalf of clients.  Such amounts are held in escrow under depositary service agreements and distributed at the direction of the clients.  The funds are presented as a corresponding liability on the balance sheet.

Allowance for Doubtful Accounts.  Trade receivables are stated at invoiced amounts less allowances for doubtful accounts. The allowances represent estimated uncollectible receivables associated with potential customer defaults usually due to customers’ potential insolvency. The allowances include amounts for certain customers where a risk of default has been specifically identified. The assessment of the likelihood of customer defaults is based on various factors, including the length of time the receivables are past due, historical experience and existing economic conditions.

Expenditures Billable to Clients.  Expenditures billable to clients consist principally of outside vendor costs incurred on behalf of clients when providing advertising, marketing and corporate communications services that have not yet been invoiced to clients. Such amounts are invoiced to clients at various times over the course of the production process.

Fixed Assets.  Fixed assets are stated at cost, net of accumulated depreciation. Computers, furniture and fixtures are depreciated on a straight-line basis over periods of three to seven years. Leasehold improvements are depreciated on a straight-line basis over the lesser of the term of the related lease or the estimated useful life of the asset. Repairs and maintenance costs are expensed as incurred.

Impairment of Long-lived Assets.  In accordance with the FASB ASC, a long-lived asset or asset group is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. When such events occur, the Company compares the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group to the carrying amount of such asset or asset group. If this comparison indicates that there is an impairment, the amount of the impairment is typically calculated using discounted expected future cash flows where observable fair values are not readily determinable. The discount rate applied to these cash flows is based on the Company’s weighted average cost of capital, risk adjusted where appropriate.

Equity Method Investments.  The equity method is used to account for investments in entities in which the Company has an ownership interest of less than 50% and has significant influence, or joint control by contractual arrangement, (i) over the operating and financial policies of the affiliate or (ii) has an ownership interest greater than 50%; however, the substantive participating rights of the noncontrolling interest shareholders preclude the Company from exercising unilateral control over the operating and financial policies of the affiliate. The Company’s investments accounted for using the equity method include a 30% undivided interest in a real estate joint venture and various interests in investment funds. In 2013, the Company recorded a distribution of $3,096 from this real estate joint venture, of which $3,058 was in excess of the Company's carrying amount and has been recorded as a gain in equity in earnings of non-consolidated affiliates. The Company’s management periodically evaluates these investments to determine if there has been a decline in value that is other than temporary. These investments are included in investments in non-consolidated affiliates.

During the year ended December 31, 2015, the Company sold its ownership in one of these equity method investments for $2,094 and recognized a gain of $1,086 in Other income.

Cost Method Investments.  From time to time, the Company makes non-material cost based investments in start-up advertising technology companies and innovative consumer product companies where the Company does not exercise significant influence over the operating and financial policies of the investee. The total net cost basis of these investments, which is included in Other Assets on the balance sheet, as of December 31, 2015 and 2014 was $11,763 and $10,196, respectively. These investments are periodically evaluated to determine whether a significant event or change in circumstances has occurred that may impact the fair value of each investment other than temporary declines below book value. A variety of factors are considered when determining if a decline is other than temporary, including, among others, the financial condition and prospects of the investee, as well as the Company’s investment intent.

During the year ended December 31, 2015, the Company sold its ownership in six of these cost method investments for an aggregate purchase price of $11,364 and recognized a gain of $5,440 in Other income.

In addition, the Company's partner agencies may receive minority equity interests from start-up companies in lieu of fees. During the year ended December 31, 2014, the Company liquidated two such equity interest positions in exchange for an aggregate purchase price equal to $8,248. The purchasers of these equity investments were current investors in such entities and two executive officers of our subsidiary partner agencies.

Goodwill and Indefinite Lived Intangible.  In accordance with the FASB ASC topic, Goodwill and Other Intangible Assets, goodwill and indefinite life intangible assets (trademarks) acquired as a result of a business combination which are not subject to amortization are tested for impairment annually as of October 1st of each year, or more frequently if indicators of potential impairment exist.

For goodwill, impairment is assessed at the reporting unit level. Each Partner Firm is a component business of the Advertising and Communications Segment. Partner Firms that share similar economic characteristics are aggregated into single reporting units.

The Partner Firms within each of the reporting units provide similar services and serve similar clients across various industries, and in many cases the same clients. The main economic components of each Partner Firm are employee compensation and related costs, direct service costs, and office and general costs.

The Company has the option of assessing qualitative factors to determine whether it is more likely than not that the carrying amount of a reporting unit exceeds its fair value or performing the two-step goodwill impairment test. Qualitative factors considered in the assessment include industry and market considerations, the competitive environment, overall financial performance, changing cost factors such as labor costs, and other factors specific to each reporting unit such as change in management or key personnel.

If the Company elects to perform the qualitative assessment and concludes that it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then goodwill is not considered impaired and the two-step goodwill impairment test is not necessary. For reporting units for which the qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount and for reporting units for which the qualitative assessment is not performed, the Company will perform the first step of the goodwill impairment test, which compares the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not considered impaired and additional analysis is not required. However, if the carrying amount of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the second step of the goodwill impairment test must be performed to determine the implied fair value of the reporting unit's goodwill. If the Company determines during the second step that the carrying amount of a reporting unit's goodwill exceeds its implied fair value, an impairment loss equal to the difference is recorded.

Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The Company's goodwill impairment test uses the income approach to estimate a reporting unit's fair value. The income approach is based on a discounted cash flow (“DCF”) method. The DCF method requires the exercise of significant judgment, including judgment about the amount and timing of expected future cash flows, assumed terminal value and appropriate discount rates.

The DCF estimates incorporate expected cash flows that represent a spectrum of the amount and timing of possible cash flows of each reporting unit from a market participant perspective. The expected cash flows are developed as part of the Company's routine long-range planning process using projections of revenue and expenses and related cash flows based on assumed long-term growth rates and demand trends and appropriate discount rates based on a reporting units weighted average cost of capital (“WACC”) as determined by considering the observable weighted average cost of capital of comparable companies and factors specific to the reporting unit (for example, size). The terminal value is estimated using a constant growth method which requires an assumption about the expected long-term growth rate. The estimates are based on historical data and experience, industry projections, economic conditions, and the Company's expectations.

The Company's reporting units vary in size with respect to revenue and operating profits. These differences drive variations in fair value of the reporting units. In addition, these differences as well as differences in book value, including goodwill, cause variations in the amount by which fair value exceeds the carrying amount of the reporting units. The reporting unit goodwill balances vary by reporting unit primarily because it relates specifically to the Partner Firm's goodwill which was determined at the date of acquisition.

For the 2014 annual impairment assessment the Company had ten reporting units. Three were subject to the qualitative assessment and seven were subject to the two-step test. The Company concluded that there were no goodwill impairments.

During the fourth quarter of 2015, the Company implemented organization changes that resulted in changes to the reporting units. For the 2015 annual impairment assessment, the Company had 13 reporting units. All of the reporting units were subject to the two-step test. As a result of the changes in the reporting units, the Company performed the 2015 goodwill impairment testing on both the previous and new reporting unit structure. The Company concludes that there were no goodwill impairments under both the old and new reporting unit structures.

For the 2015 goodwill impairment testing, the Company used several assumptions. The Company assumed a 3% long-term growth rate and used the Gordon Growth model to calculate the terminal value. In addition, the range of assumptions for the WACC were 8.92% to 11.95%. The fair value of all reporting units were in excess of the carrying amount and as a result there was no impairment of goodwill. The range of the excess of the fair value over the carrying amount was from 7% to over 100%, where the fair value of nine of the reporting units were significantly in excess of the carrying amounts. The Company performed a sensitivity analysis which included an increased WACC of 100 basis points. Based on the results of that analysis, one reporting unit, which is comprised of the marketing experiential businesses, would be at risk of failing. The Company believes the estimates and assumptions used in the calculations are reasonable. However, if there was an adverse change in the facts and circumstances, then an impairment charge may be necessary in the future. The Company will monitor its reporting units to determine if there is an indicator of potential impairment. Should the fair value of any of the Company's reporting units fall below its carrying amount because of reduced operating performance, market declines, changes in the discount rate, or other conditions, charges for impairment may be necessary.

Definite Lived Intangible Assets.  In accordance with the FASB ASC, acquired intangibles are subject to amortization over their useful lives. The method of amortization selected reflects the pattern in which the economic benefits of the specific intangible asset is consumed or otherwise used up. If that pattern cannot be reliably determined, a straight-line amortization method is used over the estimated useful life. Intangible assets that are subject to amortization are reviewed for potential impairment at least annually or whenever events or circumstances indicate that carrying amounts may not be recoverable. See also Note 8.

BusinessCombinations. Business combinationsare accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. The Company's acquisition model typically provides for an initial payment at closing and for future additional contingent purchase price obligations. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and are remeasured at each reporting period. Changes in such estimated values are recorded in the results of operations. For the years ended December 31, 2015, 2014 and 2013, $36,344, $16,467 and $35,914, respectively, related to changes in estimated value was recorded as operating expenses. For further information, see Note 14 and Note 13. For the year ended December 31, 2015, 2014, and 2013, $2,912, $6,133 and $2,066, respectively, of acquisition related costs were charged to operations.

For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. Like most service businesses, a substantial portion of the intangible asset value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the Company’s overall acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand the existing client relationships. The expected benefits of the Company’s acquisitions are typically shared across multiple agencies and regions.

Redeemable Noncontrolling Interests.  Many of the Company’s acquisitions include contractual arrangements where the noncontrolling shareholders have an option to purchase, or may require the Company to purchase, such noncontrolling shareholders' incremental ownership interests under certain circumstances and the Company has similar call options under the same contractual terms. The amount of consideration under these contractual arrangements is not a fixed amount, but rather is dependent upon various valuation formulas as described in Note 16. In the event that an incremental purchase may be required of the Company, the amounts are recorded as Redeemable Noncontrolling Interests in mezzanine equity on the balance sheet at their acquisition date fair value and adjusted for changes to their estimated redemption value through additional paid-in capital (but not less than their initial redemption value), except for foreign currency translation adjustments. These adjustments will not impact the calculation of earnings (loss) per share.

If the estimated redemption value is in excess of the fair value of the noncontrolling interests, the Company records a charge to income attributable to noncontrolling interests. For the three years ended December 31, 2015, 2014, and 2013, there were no charges to income attributable to noncontrolling interests. Changes in the estimated redemption amounts of the redeemable noncontrolling interests are adjusted at each reporting period with a corresponding adjustment to equity. These adjustments will not impact the calculation of earnings (loss) per share.

The following table presents changes in Redeemable Noncontrolling Interests.

	Years Ended December 31,
	2015			2014			2013
Beginning Balance as of January 1,	$	194,951		$	148,534		$	117,953
Redemptions	(155,042		)	(4,820		)	(4,270		)
Granted (1)	7,703			13,327			—
Changes in redemption value	22,809			38,850			35,689
Currency translation adjustments	(950		)	(940		)	(838		)
Ending Balance as of December 31,	$	69,471		$	194,951		$	148,534

(1) Grants in 2015 consisted of transfers from noncontrolling interests related to step-up transactions and new acquisitions.

Subsidiary and Equity Investment Stock Transactions. Transactions involving the purchase, sale or issuance of stock of a subsidiary where control is maintained are recorded as a reduction in the redeemable noncontrolling interests or noncontrolling interests, as applicable. Any difference between the purchase price and noncontolling interest is recorded to additional paid-in capital. In circumstances where the purchase of shares of an equity investment results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in results of operations.

Variable Interest Entity.  Effective March 28, 2012, the Company invested in Doner Partners LLC (“Doner”). The Company acquired a 30% voting interest and convertible preferred interests that allow the Company to increase ordinary voting ownership to 70% at the Company’s option. The Company has determined that (i) this entity is a variable interest entity and (ii) the Company is the primary beneficiary because it receives a disproportionate share of profits and losses as compared to its ownership percentage. As such, Doner is consolidated for all periods subsequent to the date of investment.

The Company’s Credit Agreement (see Note 11) is guaranteed and secured by all of Doner’s assets.

Total assets and total liabilities of Doner included in the Company’s consolidated balance sheet at December 31, 2015 and 2014, were $122,558 and $86,047, and $223,305 and $192,340, respectively.

Guarantees.  Guarantees issued or modified by the Company to third parties after January 1, 2003 are generally recognized, at the inception or modification of the guarantee, as a liability for the obligations it has undertaken in issuing the guarantee, including its ongoing obligation to stand ready to perform over the term of the guarantee in the event that the specified triggering events or conditions occur. The initial measurement of that liability is the fair value of the guarantee. The recognition of the liability is required even if it is not probable that payments will be required under the guarantee. The Company’s liability associated with guarantees is not significant. (See Note 16.)

Revenue Recognition.  The Company’s revenue recognition policies are established in accordance with the Revenue Recognition topics of the FASB ASC, and accordingly, revenue is recognized when all of the following criteria are satisfied: (i) persuasive evidence of an arrangement exists; (ii) the selling price is fixed or determinable; (iii) services have been performed or upon delivery of the products when ownership and risk of loss has transferred to the client; and (iv) collection of the resulting receivable is reasonably assured.

The Company follows the Multiple-Element Arrangement topic of the FASB ASC, which addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities and how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting.

The Company follows the Principal Agent Consideration topic of the FASB ASC which addresses (i) whether revenue should be recorded at the gross amount billed because it has earned revenue from the sale of goods or services, or recorded at the net amount retained because it has earned a fee or commission, and (ii) that reimbursements received for out-of-pocket expenses incurred should be characterized in the income statement as revenue. Accordingly, the Company has included such reimbursed expenses in revenue.

The Company earns revenue from agency arrangements in the form of retainer fees or commissions; from short-term project arrangements in the form of fixed fees or per diem fees for services; and from incentives or bonuses.

Non-refundable retainer fees are generally recognized on a straight-line basis over the term of the specific customer arrangement. Commission revenue is earned and recognized upon the placement of advertisements in various media when the Company has no further performance obligations. Fixed fees for services are recognized upon completion of the earnings process and acceptance by the client. Per diem fees are recognized upon the performance of the Company’s services. In addition, for a limited number of certain service transactions, which require delivery of a number of service acts, the Company uses the proportional performance model, which generally results in revenue being recognized based on the straight-line method.

Fees billed to clients in excess of fees recognized as revenue are classified as Advanced Billings on the Company's balance sheet.

A small portion of the Company’s contractual arrangements with customers includes performance incentive provisions, which allow the Company to earn additional revenue as a result of its performance relative to both quantitative and qualitative goals. The Company recognizes the incentive portion of revenue under these arrangements when specific quantitative goals are assured, or when the Company’s clients determine performance against qualitative goals has been achieved. In all circumstances, revenue is only recognized when collection is reasonably assured. The Company records revenue net of sales and other taxes due to be collected and remitted to governmental authorities.

Cost of Services Sold.  Cost of services sold do not include depreciation charges for fixed assets.

Interest Expense.  Interest expense primarily consists of the cost of borrowing on the Company's 6.75% Senior Notes due 2020 (the “6.75% Notes”) and the Company's $325 million senior secured revolving credit agreement due 2019 (the “Credit Agreement”). The Company uses the effective interest method to amortize the deferred financing costs and original issue premium on the 6.75% Notes. The Company also uses the straight-line method to amortize the deferred financing costs on the Credit Agreement. For the years ended December 31, 2015, 2014, and 2013, interest expense included $2,543, $2,186, and $232, respectively, relating to present value adjustments for fixed deferred acquisition consideration payments.

Deferred Taxes.  The Company uses the asset and liability method of accounting for income taxes. Deferred income taxes are provided for the temporary difference between the financial reporting basis and tax basis of the Company’s assets and liabilities. Deferred tax benefits result principally from certain tax carryover benefits and from recording certain expenses in the financial statements that are not currently deductible for tax purposes and from differences between the tax and book basis of assets and liabilities recorded in connection with acquisitions. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax liabilities result principally from deductions recorded for tax purposes in excess of that recorded in the financial statements or income for financial statement purposes in excess of the amount for tax purposes. The effect of changes in tax rates is recognized in the period the rate change is enacted.

Stock-Based Compensation.  Under the fair value method, compensation cost is measured at fair value at the date of grant and is expensed over the service period, in this case the award’s vesting period. When awards are exercised, share capital is credited by the sum of the consideration paid together with the related portion previously credited to additional paid-in capital when compensation costs were charged against income or acquisition consideration.

The Company uses its historical volatility derived over the expected term of the award to determine the volatility factor used in determining the fair value of the award.

Stock-based awards that are settled in cash, or may be settled in cash at the option of employees, are recorded as liabilities. The measurement of the liability and compensation cost for these awards is based on the fair value of the award, and is recorded in operating income over the service period, in this case the awards vesting period. Changes in the Company’s payment obligation prior to the settlement date of a stock-based award are recorded as compensation cost in operating income in the period of the change. The final payment amount for such awards is established on the date of the exercise of the award by the employee.

Stock-based awards that are settled in cash or equity at the option of the Company are recorded at fair value on the date of grant and recorded as additional paid-in capital. The fair value measurement of the compensation cost for these awards is based on using the Black-Scholes option pricing-model and is recorded in operating income over the service period, in this case the award's vesting period.

For the years ended December 31, 2015, 2014, and 2013, the Company issued no stock options or similar awards.

During the year ended December 31, 2011, the Company issued Equity Value Appreciation Awards to its employees. During 2013, these awards resulted in the issuance of up to 1,917,000 restricted stock units and restricted stock shares. The Company measured the fair value of these awards using a lattice based model (Monte Carlo) on the date of grant. The Company used the following assumptions in calculating the fair value under the lattice model; risk free rate 1.2%, volatility 31.7%, time to maturity 2.9 years, the weighted average fair value of the awards granted was $9.37.

It is the Company’s policy for issuing shares upon the exercise of an equity incentive award to verify the amount of shares to be issued, as well as the amount of proceeds to be collected (if any) and to deliver new shares to the exercising party.

The Company has adopted the straight-line attribution method for determining the compensation cost to be recorded during each accounting period. However, awards based on performance conditions are recorded as compensation expense when the performance conditions are expected to be met. The fair value at the grant date for performance based awards granted in 2015, 2014, and 2013 was $1,741, $3,026, and $2,699, respectively.

The Company treats benefits paid by shareholders or equity members to employees as a stock-based compensation charge with a corresponding credit to additional paid-in capital.

From time to time, certain acquisitions and step-up transactions include an element of compensation related payments. The Company accounts for those payments as stock-based compensation.

Pension Costs.  Several of the Company’s US and Canadian subsidiaries offer employees access to certain defined contribution pension programs. Under the defined contribution plans, these subsidiaries, in some cases, make annual contributions to participants’ accounts which are subject to vesting. The Company’s contribution expense pursuant to these plans was $6,731, $7,503 and $6,145 for the years ended December 31, 2015, 2014, and 2013, respectively. The Company also has a defined benefit plan. See Note 18.

Income (loss) per Common Share.  Basic income (loss) per share is based upon the weighted average number of common shares outstanding during each period, including the “Share capital to be issued” as reflected in the Shareholders’ Equity on the balance sheet. Diluted income (loss) per share is based on the above, plus, if dilutive, common share equivalents, which include outstanding options, stock appreciation rights, and restricted stock units.

Foreign Currency Translation.  The Company’s financial statements were prepared in accordance with the requirements of the Foreign Currency Translation topic of the FASB ASC. The functional currency of the Company is the Canadian Dollar and it has decided to use US Dollars as its reporting currency for consolidated reporting purposes. Generally, the Company’s subsidiaries use their local currency as their functional currency. Accordingly, the currency impacts of the translation of the balance sheets of the Company’s non-US Dollar based subsidiaries to US Dollar statements are included as cumulative translation adjustments in accumulated other comprehensive income. Translation of intercompany debt, which is not intended to be repaid, is included in cumulative translation adjustments. Cumulative translation adjustments are not included in net earnings unless they are actually realized through a sale or upon complete, or substantially complete, liquidation of the Company’s net investment in the foreign operation. Translation of current intercompany balances are included in net earnings. The balance sheets of non-US Dollar based subsidiaries are translated at the period end rate. The income statements of non-US Dollar based subsidiaries are translated at average exchange rates for the period.

Gains and losses arising from the Company’s foreign currency transactions are reflected in net earnings. Unrealized gains or losses arising on the translation of certain intercompany foreign currency transactions that are of a long-term nature (that is settlement is not planned or anticipated in the future) are included as cumulative translation adjustments in accumulated other comprehensive income.

Derivative Financial Instruments.  The Company follows the Accounting for Derivative Instruments and Hedging Activities topic of the FASB ASC, which establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts and debt instruments) be recorded on the balance sheet as either an asset or liability measured at its fair value. The accounting for the change in fair value of the derivative depends on whether the instrument qualifies for and has been designated as a hedging relationship and on the type of hedging relationship. There are three types of hedging relationships: (i) a cash flow hedge, (ii) a fair value hedge, and (iii) a hedge of foreign currency exposure of a net investment in a foreign operation. The designation is based upon the exposure being hedged. Derivatives that are not hedges, or become ineffective hedges, must be adjusted to fair value through earnings.

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Loss per Common Share

12 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Loss per Common Share

Loss per Common Share

The following table sets forth the computation of basic and diluted loss per common share from continuing operations for the years ended December 31:

	2015			2014			2013
Numerator
Numerator for diluted loss per common share – income (loss) from continuing operations	$	(22,022	)	$	4,093		$	(133,202	)
Net income attributable to the noncontrolling interests	(9,054		)	(6,890		)	(6,461		)
Loss attributable to MDC Partners Inc. common shareholders from continuing operations	(31,076		)	(2,797		)	(139,663		)
Effect of dilutive securities	—			—			—
Numerator for diluted loss per common share – loss attributable to MDC Partners Inc. common shareholders from continuing operations	$	(31,076	)	$	(2,797	)	$	(139,663	)
Denominator
Denominator for basic loss per common share – weighted average common shares	49,875,282			49,545,350			47,108,406
Effect of dilutive securities:
Dilutive potential common shares	—			—			—
Denominator for diluted loss per common share – adjusted weighted shares and assumed conversions	49,875,282			49,545,350			47,108,406
Basic and Diluted loss per common share from continuing operations	$	(0.62	)	$	(0.06	)	$	(2.96	)

At December 31, 2015, 2014, and 2013, warrants, options and other rights to purchase 947,465, 1,114,681 and 1,488,958 shares of common stock, respectively, were not included in the computation of diluted loss per common share because doing so would have had an antidilutive effect.

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Acquisitions

12 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Acquisitions

Acquisitions

Valuations of acquired companies are based on a number of factors, including specialized know-how, reputation, competitive position and service offerings. The Company's acquisition strategy has been focused on acquiring the expertise of an assembled workforce in order to continue to build upon the core capabilities of its various strategic business platforms to better serve the Company's clients. The Company’s strategy includes acquiring ownership stakes in well-managed businesses with strong reputations in the industry. The Company’s model of “Perpetual Partnership” often involves acquiring a majority interest rather than a 100% interest and leaving management owners with a significant financial interest in the performance of the acquired entity for a minimum period of time, typically not less than five years. The Company’s acquisition model in this scenario typically provides for (i) an initial payment at the time of closing, (ii) additional contingent purchase price obligations based on the future performance of the acquired entity, and (iii) an option by the Company to purchase (and in some instances a requirement to so purchase) the remaining interest of the acquired entity under a predetermined formula.

Contingent purchase price obligations. The Company's contingent purchase price obligations are generally payable within a five year period following the acquisition date, and are based on (i) the achievement of specific thresholds of future earnings, and (ii) in certain cases, the growth rate of those earnings. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and adjusted at each reporting period through operating income or net interest expense, depending on the nature of the arrangement. See Note 13 for additional information on deferred acquisition consideration.

Options to purchase. When acquiring less than 100% ownership, the Company may enter into agreements that give the Company an option to purchase, or require the Company to purchase, the incremental ownership interests under certain circumstances. Where the option to purchase the incremental ownership is within the Company's control, the amounts are recorded as noncontrolling interests in the equity section of the Company's balance sheet. Where the incremental purchase may be required of the Company, the amounts are recorded as redeemable noncontrolling interests in mezzanine equity at their acquisition date estimated redemption value and adjusted at each reporting period for changes to their estimated redemption value through additional paid-in capital (but not less than their initial redemption value), except for foreign currency translation adjustments. On occasion, the Company may initiate a renegotiation to acquire an incremental ownership interest and the amount of consideration paid may differ materially from the balance sheet amounts. See Note 16 for additional information on redeemable noncontrolling interests.

Employment conditions. From time to time, specifically when the projected success of an acquisition is deemed to be dependent on retention of specific personnel, such acquisition may include deferred payments that are contingent upon employment terms as well as financial performance. The Company accounts for those payments through operating income as stock-based compensation over the required retention period. For the years ended December 31, 2015, 2014 and 2013, stock-based compensation included $9,357, $7,802, and $6,240, respectively, of expense relating to those payments.

Distributions to minority shareholders. If minority shareholders have the right to receive distributions based on the profitability of an acquired entity, the amount is recorded as income attributable to noncontrolling interests. However, there are circumstances when the Company acquires a majority interest and the selling shareholders waive their right to receive distributions with respect to their retained interest for a period of time, typically not less than five years.  Under this model, the right to receive such distributions typically begins concurrently with the purchase option period and, therefore, if such option is exercised at the first available date the Company may not record any minority interest over the entire period from the initial acquisition date through the acquisition date of the remaining interests.

Pro forma financial information has not been presented for 2015 acquisitions noted below since they did not have a material effect on the Company’s operating results. Included in the Company’s consolidated statement of operations for the year ended December 31, 2015 was revenue of $13,703, and net loss of $10,922, related to 2015 acquisitions.

2015 Acquisitions

Effective May 1, 2015, the Company acquired a majority of the equity interests of Y Media Labs LLC, such that following the transaction, the Company's effective ownership was 60%. Effective October 31, 2015, the Company acquired substantially 100% of the assets of Unique Influence, LLC (and certain other affiliated entities). The aggregate purchase price of these acquisitions has an estimated present value at acquisition date of $55,279 and consisted of total closing cash payments of $23,000 and additional deferred acquisition payments that will be based on the future financial results of the underlying businesses from 2015 to 2020 with final payments due in 2022. These additional deferred payments have an estimated present value at acquisition date of $32,279. An allocation of excess purchase price consideration of these acquisitions to the fair value of the net assets acquired resulted in identifiable intangibles of $16,721, consisting primarily of customer lists, trade names and covenants not to compete, and goodwill of $43,654, including the value of the assembled workforce. The identified assets have a weighted average useful life of approximately 6.3 years and will be amortized in a manner represented by the pattern in which the economic benefits of the customer contracts/relationships are realized. In addition, the Company has recorded $1,999 as the present value of redeemable noncontrolling interests. The Company expects intangibles and goodwill of $9,720 to be tax deductible.

The actual adjustments that the Company will ultimately make in finalizing the allocation of purchase price to fair value of the net assets acquired will depend on a number of factors.

In 2015, the Company acquired incremental ownership interests of Sloane & Company LLC, Anomaly Partners LLC, Allison & Partners LLC, Relevent Partners LLC, Kenna Communications LP and 72andSunny Partners LLC. In addition, the Company also entered into various non-material transactions in connection with other majority owned entities.

The aggregate purchase price for these 2015 acquisitions of incremental ownership interests had an estimated present value at transaction date of $200,822 and consisted of total closing cash payments of $37,467 and additional deferred acquisition payments that are both fixed and based on the future financial results of the underlying businesses from 2015 to 2021 with final payments due in 2022. These additional deferred payments had an estimated present value at acquisition date of $163,355. The Company reduced redeemable noncontrolling interests by $149,335 and noncontrolling interests by $8,708. The difference between the purchase price and the noncontrolling interests of $42,780 was recorded in additional paid-in capital.

2014 Acquisitions

During 2014, the Company entered into several acquisitions and various non-material transactions with certain majority owned entities. Effective January 1, 2014, the Company acquired 60% of the equity interests of Luntz Global Partners LLC. Effective February 14, 2014, the Company acquired 65% of the equity interests of Kingsdale Partners LP. On June 3, 2014, the Company acquired a 100% equity interest in The House Worldwide Ltd. On July 31, 2014, Union Advertising Canada LP acquired 100% of the issued and outstanding stock of Trapeze Media Limited (“Trapeze”). Effective August 1, 2014, the Company acquired 65% of the equity interests of Hunter PR LLC. Effective August 18, 2014, the Company acquired a 75% interest in Albion Brand Communication Limited. In addition, in June 2014 and August 2014, the Company (through a subsidiary) entered into other non-material acquisitions.

The aggregate purchase price of these acquisitions had an estimated present value at acquisition date of $151,202 and consisted of total closing cash payments of $67,236, and additional deferred acquisition payments that are based on the financial results of the underlying businesses from 2014 to 2018 with final payments due in 2019. These additional deferred payments had an estimated present value at acquisition date of $83,966. An allocation of excess purchase price consideration of these acquisitions to the fair value of the net assets acquired resulted in identifiable intangibles of $64,733, consisting primarily of customer lists, a technology asset and covenants not to compete, and goodwill of $146,806, including the value of the assembled workforce. The identified assets will be amortized over a five to six year period in a manner represented by the pattern in which the economic benefits of the customer contracts/relationships are realized. In addition, the Company has recorded $50,552 as the present value of noncontrolling interests and $13,327 as the present value of redeemable noncontrolling interests. The Company expects intangibles and goodwill of $149,232 to be tax deductible. In addition the Company recorded other income of $908 representing a gain on the previously held 18% interest in Trapeze.

2013 Acquisitions

During the fourth quarter of 2013, the Company acquired a 70% interest in Local Biz Now LLC, which allows the Company to participate in the online local search market. During the year, the Company also entered into various immaterial transactions with certain majority owned entities.

The aggregate purchase price had an estimated present value at acquisition date of $35,591 and consisted of total closing cash payments of $12,000, and additional contingent deferred acquisition consideration that are based on the financial results of the underlying businesses from 2013 to 2017 with final payments due in 2018 that have an estimated present value at acquisition date of $23,591. An allocation of excess purchase price consideration of these acquisitions to the fair value of the net assets acquired resulted in identifiable intangibles of $10,961 consisting primarily of customer lists, a technology asset, and covenants not to compete, and goodwill of $32,786 representing the value of the assembled workforce. The identified assets will be amortized over a five to six year period in a manner represented by the pattern in which the economic benefits of the customer contracts/relationships are realized. In addition, the Company has recorded $10,657 as the present value of noncontrolling interest. The Company expects intangibles and goodwill of $43,747 to be tax deductible.

Noncontrolling Interests

Changes in the Company’s ownership interests in our less than 100% owned subsidiaries during the three years ended December 31, were as follows:

Net Loss Attributable to MDC Partners Inc. and

Transfers (to) from the Noncontrolling Interests

	Year Ended December 31,
	2015			2014			2013
Net loss attributable to MDC Partners Inc.	$	(37,357	)	$	(24,057	)	$	(148,863	)
Transfers (to) from the noncontrolling interests
Increase (decrease) in MDC Partners Inc. paid-in capital for purchase of equity interests in excess of noncontrolling interests and redeemable noncontrolling interests	(42,780		)	(8,992		)	11,074
Net transfers (to) from noncontrolling interests	$	(42,780	)	$	(8,992	)	$	11,074
Change from net loss attributable to MDC Partners Inc. and transfers (to) from noncontrolling interests	$	(80,137	)	$	(33,049	)	$	(137,789	)

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Fixed Assets

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Fixed Assets

Fixed Assets  

The following is a summary of the Company’s fixed assets as of December 31:

	2015							2014
	Cost		Accumulated Depreciation			Net Book Value		Cost		Accumulated Depreciation			Net Book Value
Computers, furniture and fixtures	$	87,213	$	(62,901	)	$	24,312	$	91,272	$	(65,451	)	$	25,821
Leasehold improvements	72,898		(33,653		)	39,245		64,051		(29,632		)	34,419
	$	160,111	$	(96,554	)	$	63,557	$	155,323	$	(95,083	)	$	60,240

At December 31, 2015 and 2014, included in fixed assets are assets under capital lease obligations with a cost of $1,959 and $2,072, respectively, and accumulated depreciation of $1,378 and $1,091, respectively. Depreciation expense for the years ended December 31, 2015, 2014, and 2013 was $18,871, $16,462 and $16,742, respectively.

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Accrued and Other Liabilities

12 Months Ended

Dec. 31, 2015

Accrued Liabilities and Other Liabilities [Abstract]

Accrued and Other Liabilities

Accrued and Other Liabilities

At December 31, 2015 and 2014, accrued and other liabilities included accrued media of $187,540 and $168,508, respectively; trust liabilities of $5,122 and $6,419, respectively; and amounts due to noncontrolling interest holders for their share of profits, which will be distributed within the next twelve months, of $5,473 and $6,014, respectively.

Changes in noncontrolling interest amounts included in accrued and other liabilities for the three years ended December 31, were as follows:

	Noncontrolling Interests
Balance at December 31, 2012	$	3,624
Income attributable to noncontrolling interests	6,461
Distributions made	(5,525		)
Other(1)	650
Balance at December 31, 2013	$	5,210
Income attributable to noncontrolling interests	6,890
Distributions made	(6,523		)
Other(1)	437
Balance at December 31, 2014	$	6,014
Income attributable to noncontrolling interests	9,054
Distributions made	(9,503		)
Other(1)	(92		)
Balance at December 31, 2015	$	5,473

(1) Other consists primarily of step-up transactions, discontinued operations and cumulative translation adjustments.

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Financial Instruments

12 Months Ended

Dec. 31, 2015

Investments, All Other Investments [Abstract]

Financial Instruments

Financial Instruments

Financial assets, which include cash and cash equivalents and accounts receivable, have carrying values which approximate fair value due to the short-term nature of these assets. Financial liabilities with carrying values approximating fair value due to short-term maturities include accounts payable. Deferred acquisition consideration is recorded at fair value. The revolving credit agreement is a variable rate debt, the carrying value of which approximates fair value. The Company’s notes are a fixed rate debt instrument, the carrying value of which approximates fair value. The fair value of financial commitments, guarantees and letters of credit, are based on the stated value of the underlying instruments. Guarantees have been issued in conjunction with the disposition of businesses in 2001 and 2003 and letters of credit have been issued in the normal course of business.

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Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill and Intangible Assets

As of December 31, the gross and net amounts of acquired intangible assets were as follows:

Goodwill	Advertising and Communications
Balance at December 31, 2013	$	744,333
Acquired goodwill	149,234
Discontinued operations	(27,706		)
Acquisition purchase price adjustments	(3,170		)
Foreign currency translation	(11,318		)
Balance at December 31, 2014	$	851,373
Acquired goodwill	43,654
Acquisition purchase price adjustments	(2,428		)
Foreign currency translation	(22,298		)
Balance at December 31, 2015	$	870,301

	For the Year Ended December 31,
Intangible Assets	2015			2014
Trademarks (indefinite life)	$	17,780		$	17,780
Customer relationships – gross	$	135,919		$	133,409
Less accumulated amortization	(97,604		)	(83,475		)
Customer relationships – net	$	38,315		$	49,934
Other intangibles – gross	$	33,638		$	31,408
Less accumulated amortization	(17,351		)	(13,001		)
Other intangibles – net	$	16,287		$	18,407
Total intangible assets	$	187,337		$	182,597
Less accumulated amortization	(114,955		)	(96,476		)
Total intangible assets – net	$	72,382		$	86,121

See Note 4 for accounting for business combinations.

The total accumulated goodwill impairment charges are $46,883 through December 31, 2015. No impairment was recognized for the year ended December 31, 2015. For the year ended December 31, 2014, the Company wrote off goodwill of $15,564 related to the sale of Accent Marketing Services, L.L.C. (“Accent”). (See Note 10.)

The weighted average amortization periods for customer relationships are five years and other intangible assets are seven years. In total, the weighted average amortization period is six years. Amortization expense related to amortizable intangible assets for the years ended December 31, 2015, 2014, and 2013 was $30,024, $29,749, and $18,456, respectively.

The estimated amortization expense for the five succeeding years is as follows:

Year	Amortization
2016	$	18,532
2017	$	12,363
2018	$	9,530
2019	$	6,796
2020	$	2,791

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Income Taxes

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Income Taxes

Income Taxes

The components of the Company’s income (loss) from continuing operations before income taxes and equity in earnings of non-consolidated affiliates by taxing jurisdiction for the years ended December 31, were:

	2015			2014			2013
Income (Loss):
US	$	23,180		$	46,728		$	21,661
Non-US	(40,596		)	(31,619		)	(159,511		)
	$	(17,416	)	$	15,109		$	(137,850	)

The provision (benefit) for income taxes by taxing jurisdiction for the years ended December 31, were:

	2015			2014			2013
Current tax provision
US federal	$	—		$	—		$	—
US state and local	1,375			907			213
Non-US	2,465			552			847
	3,840			1,459			1,060
Deferred tax provision (benefit):
US federal	6,944			13,402			7,505
US state and local	3,195			1,971			1,027
Non-US	(8,315		)	(4,410		)	(13,959		)
	1,824			10,963			(5,427		)
Income tax provision (benefit)	$	5,664		$	12,422		$	(4,367	)

A reconciliation of income tax expense (benefit) using the statutory Canadian federal and provincial income tax rate compared with actual income tax expense for the years ended December 31, is as follows:

	2015			2014			2013
Income (loss) from continuing operations before income taxes, equity in non-consolidated affiliates and noncontrolling interest	$	(17,416	)	$	15,109		$	(137,850	)
Statutory income tax rate	26.5		%	26.5		%	26.5		%
Tax expense (benefit) using statutory income tax rate	(4,615		)	4,004			(36,530		)
State and foreign taxes	3,524			1,459			1,060
Non-deductible stock-based compensation	3,354			1,982			24,357
Other non-deductible expense	(2,102		)	2,151			942
Change to valuation allowance on items affecting taxable income	5,468			2,003			6,952
Effect of the difference in federal and statutory rates	1,906			2,222			(15		)
Noncontrolling interests	(2,399		)	(1,826		)	(1,712		)
Other, net	528			427			579
Income tax expense (benefit)	$	5,664		$	12,422		$	(4,367	)
Effective income tax rate	(32.5		)%	82.2		%	(3.2		)%

The 2015 effective income tax rate was significantly higher than the statutory rate due primarily to non-deductible stock-based compensation of $3,354, and an increase in the valuation allowance of $5,468 and the effect of the difference in the US and foreign federal rates and the Canadian statutory rate of $1,906.

The 2014 effective income tax rate was significantly higher than the statutory rate due primarily to non-deductible stock-based compensation of $1,982 and an increase in the valuation allowance of $2,003 and the effect of the difference in the US and foreign federal rates and the Canadian statutory rate of $2,222.

The 2013 effective income tax rate was significantly higher than the statutory rate due primarily to non-deductible stock-based compensation of $24,357 and an increase in the valuation allowance of $6,952.

Income taxes receivable were $615 and $235 at December 31, 2015 and 2014, respectively, and were included in other current assets on the balance sheet. Income taxes payable were $7,019 and $5,368 at December 31, 2015 and 2014, respectively, and were included in accrued and other liabilities on the balance sheet. It is the Company’s policy to classify interest and penalties arising in connection with the under payment of income taxes as a component of income tax expense.

The tax effects of significant temporary differences representing deferred tax assets and liabilities at December 31, were as follows:

	2015			2014
Deferred tax assets:
Capital assets and other	$	43,031		$	45,496
Net operating loss carry forwards	37,490			39,525
Interest deductions	17,347			17,456
Refinancing charge	144			5,176
Deferred acquisition consideration	16,197			5,204
Stock compensation	3,033			1,561
Pension plan	3,770			3,597
Unrealized foreign exchange	15,548			6,954
Capital loss carry forwards	10,630			14,834
Accounting reserves	6,700			5,135
Gross deferred tax asset	153,890			144,938
Less: valuation allowance	(124,143		)	(119,117		)
Net deferred tax assets	29,747			25,821
Deferred tax liabilities:
Deferred finance charges	(323		)	(386		)
Capital assets and other	(797		)	(396		)
Goodwill amortization	(91,724		)	(77,603		)
Total deferred tax liabilities	(92,844		)	(78,385		)
Net deferred tax asset (liability)	$	(63,097	)	$	(52,564	)
Disclosed as:
Deferred tax assets	$	29,747		$	25,480
Deferred tax liabilities	(92,844		)	(78,044		)
	$	(63,097	)	$	(52,564	)

Included in accrued and other liabilities at December 31, 2015 and 2014 was a deferred tax liability of $263 and $47, respectively. Included in other current assets at December 31, 2015 and 2014 was a deferred tax asset of $14,380 and $6,722, respectively.

The Company has US federal net operating loss carry forwards of $41,187 and non-US net operating loss carry forwards of $71,111. These carry forwards expire in years 2016 through 2031. The Company also has total indefinite loss carry forwards of $115,946. These indefinite loss carry forwards consist of $35,723 relating to the US and $80,223 which are related to capital losses from the Canadian operations. In addition, the Company has net operating loss carry forwards for various state taxing jurisdictions of approximately $182,738.

The Company records a valuation allowance against deferred income tax assets when management believes it is more likely than not that some portion or all of the deferred income tax assets will not be realized. Management considers factors such as the reversal of deferred income tax liabilities, projected future taxable income, the character of the income tax asset; tax planning strategies, changes in tax laws and other factors. A change to these factors could impact the estimated valuation allowance and income tax expense.

The valuation allowance has been recorded to reduce our deferred tax asset to an amount that is more likely than not to be realized, and is based upon the uncertainty of the realization of certain US, non-US and state deferred tax assets. The increase in the Company’s valuation allowance charged to the statement of operations for each of the years ended December 31, 2015, 2014 and 2013 was $5,468, $2,003 and $6,952, respectively. In addition, a benefit of $1,112 and an expense of $1,112 has been recorded in accumulated other comprehensive loss relating to the defined pension plan, for the years ended December 31, 2014 and 2013, respectively. There was no benefit or expense related to the defined pension plan recorded in 2015.

Deferred taxes are not provided for temporary differences representing earnings of subsidiaries that are intended to be permanently reinvested. The potential deferred tax liability associated with these undistributed earnings is not material.

As of December 31, 2015 and 2014, the Company recorded a liability for unrecognized tax benefits as well as applicable penalties and interest in the amount of $4,200 and $4,166. As of December 31, 2015 and 2014, accrued penalties and interest included in unrecognized tax benefits were approximately $595 and $1,093. The Company identified an uncertainty relating to the future tax deductibility of certain intercompany fees. To the extent that such future benefit will be established, the resolution of this position will have no effect with respect to the financial statements. If these unrecognized tax benefits were to be recognized, it would affect the Company's effective tax rate.

Changes in the Company’s reserve is as follows:
Balance at December 31, 2012	$	3,073
Charges to income tax expense	—
Balance at December 31, 2013	3,073
Charges to income tax expense	—
Balance at December 31, 2014	3,073
Charges to income tax expense	960
Settlement of uncertainty	(428		)
Balance at December 31, 2015	$	3,605

The Company does not expect its unrecognized tax benefits to change significantly over the next 12 months.

The Company has completed US federal tax audits through 2010 and has completed a non-US tax audit through 2009.

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Discontinued Operations

12 Months Ended

Dec. 31, 2015

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

Discontinued Operations

In the fourth quarter of 2014, the Company made the decision to strategically sell the net assets of Accent. Effective May 31, 2015, the Company completed the sale of Accent for an aggregate selling price of $17,102, net of transaction expenses.

In 2013, the Company discontinued two subsidiaries and an operating division.

Included in discontinued operations in the Company’s consolidated statements of operations for the years ended December 31, were the following:

	Years Ended December 31,
	2015			2014			2013
Revenue	$	27,025		$	70,041		$	89,659
Operating loss	(322		)	(4,704		)	(324		)
Other expense	(752		)	(458		)	(522		)
Noncontrolling interest expense recovery	—			—			(55		)
Loss on disposal	(5,207		)	(16,098		)	(8,299		)
Net loss from discontinued operations	$	(6,281	)	$	(21,260	)	$	(9,200	)

At December 31, 2015, the Company had no assets held for sale. At December 31, 2014, other current assets and other long-term assets included assets held for sale of $5,591 and $16,409, respectively. For the year ended December 31, 2014, the loss on disposal included a goodwill write off of $15,564.

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Debt

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Debt

Debt

At December 31, the Company’s indebtedness was comprised as follows:

	2015		2014
Revolving credit agreement	$	—	$	—
6.75% Notes due 2020	735,000		735,000
Original issue premium	5,838		7,017
Note payable and other bank loans	—		—
	740,838		742,017
Obligations under capital leases	670		1,110
	741,508		743,127
Less:
Current portion	470		534
	$	741,038	$	742,593

Interest expense related to long-term debt for the years ended December 31, 2015, 2014, and 2013 was $53,090, $50,832 and $92,704, respectively. For the year ended December 31, 2013, interest expense included a $55,588 loss on redemption of the 11% Notes. For the years ended December 31, 2015, 2014, and 2013, interest expense included income of $1,178, $975, $4,262, related to the amortization of the original issue premium. For the years ended December 31, 2015, 2014, and 2013, interest expense included $2,543, $2,186 and $232, respectively, of present value adjustments for fixed deferred acquisition payments.

The amortization and write off of deferred finance costs included in interest expense were $3,448, $3,222 and $12,024 for the years ended December 31, 2015, 2014, and 2013, respectively.

Issuance of 6.75% Senior Notes

On March 20, 2013, MDC entered into an indenture (the “Indenture”) among MDC, its existing and future restricted subsidiaries that guarantee, or are co-borrowers under or grant liens to secure, the Credit Agreement, as guarantors (the “Guarantors”) and The Bank of New York Mellon, as trustee, relating to the issuance by MDC of its $550 million aggregate principal amount of 6.75% Notes due 2020 (the “6.75% Notes”). The 6.75% Notes bear interest at a rate of 6.75% per annum, accruing from March 20, 2013. Interest is payable semiannually in arrears in cash on April 1 and October 1 of each year, beginning on October 1, 2013. The 6.75% Notes mature on April 1, 2020, unless earlier redeemed or repurchased. The Company received net proceeds from the offering of the 6.75% Notes equal to approximately $537,600. The Company used the net proceeds to redeem all of its existing 11% Notes, together with accrued interest, related premiums, fees and expenses and recorded a charge for loss on redemption of such notes of $55,588, including write offs of unamortized original issue premium and debt issuance costs. Remaining proceeds were used for general corporate purposes.

On November 15, 2013, the Company issued an additional $110,000 aggregate principal amount of the 6.75% Notes. The additional notes were issued under the Indenture governing the 6.75% Notes and treated as a single series with the original 6.75% Notes. The additional notes were sold in a private placement in reliance on exceptions from registration under the Securities Act of 1933, as amended (the “'33 Act”). The Company received net proceeds before expenses of $111,925, which included an original issue premium of $4,125, and underwriter fees of $2,200. The Company used the net proceeds from the offering for general corporate purposes.

On April 2, 2014, the Company issued an additional $75,000 aggregate principal amount of the 6.75% Notes. The additional 6.75% Notes were issued under the Indenture governing the 6.75% Notes and treated as a single series with the original 6.75% Notes. The additional 6.75% Notes were sold in a private placement in reliance on exceptions from registration under the '33 Act. The Company received net proceeds before expenses of $77,452, which included an original issue premium of $3,938, and underwriter fees of $1,500. The Company used the net proceeds from the offering for general corporate purposes, including the funding of deferred acquisition consideration, working capital, acquisitions and the repayment of the amount outstanding under its senior secured revolving credit facility.

The 6.75% Notes are guaranteed on a senior unsecured basis by all of MDC’s existing and future restricted subsidiaries that guarantee, or are co-borrowers under or grant liens to secure, the Credit Agreement. The 6.75% Notes are unsecured and unsubordinated obligations of MDC and rank (i) equally in right of payment with all of MDC’s or any Guarantor’s existing and future senior indebtedness, (ii) senior in right of payment to MDC’s or any Guarantor’s existing and future subordinated indebtedness, (iii) effectively subordinated to all of MDC’s or any Guarantor’s existing and future secured indebtedness to the extent of the collateral securing such indebtedness, including the Credit Agreement, and (iv) structurally subordinated to all existing and future liabilities of MDC’s subsidiaries that are not Guarantors.

MDC may, at its option, redeem the 6.75% Notes in whole at any time or in part from time to time, on and after April 1, 2016 (i) at a redemption price of 103.375% of the principal amount thereof if redeemed during the twelve-month period beginning on April 1, 2016, (ii) at a redemption price of 101.688% of the principal amount thereof if redeemed during the twelve-month period beginning on April 1, 2017 (iii) and at a redemption price of 100% of the principal amount thereof if redeemed on April 1, 2018 and thereafter.

Prior to April 1, 2016, MDC may, at its option, redeem some or all of the 6.75% Notes at a price equal to 100% of the principal amount of the 6.75% Notes plus a “make whole” premium and accrued and unpaid interest. MDC may also redeem, at its option, prior to April 1, 2016, up to 35% of the 6.75% Notes with the proceeds from one or more equity offerings at a redemption price of 106.750% of the principal amount thereof.

If MDC experiences certain kinds of changes of control (as defined in the Indenture), holders of the 6.75% Notes may require MDC to repurchase any 6.75% Notes held by them at a price equal to 101% of the principal amount of the 6.75% Notes plus accrued and unpaid interest. In addition, if MDC sells assets under certain circumstances, it must offer to repurchase the 6.75% Notes at a price equal to 100% of the principal amount of the 6.75% Notes plus accrued and unpaid interest.

The Indenture includes covenants that, among other things, restrict MDC’s ability and the ability of its restricted subsidiaries (as defined in the Indenture) to (i) incur or guarantee additional indebtedness, (ii) pay dividends on or redeem or repurchase the capital stock of MDC; make certain types of investments, (iii) create restrictions on the payment of dividends or other amounts from MDC’s restricted subsidiaries, (iv) sell assets, (v) enter into transactions with affiliates, (vi) create liens, (vii) enter into sale and leaseback transactions, and (viii) consolidate or merge with or into, or sell substantially all of MDC’s assets to, another person. These covenants are subject to a number of important limitations and exceptions. The 6.75% Notes are also subject to customary events of default, including cross-payment default and cross-acceleration provision.

Credit Agreement

On March 20, 2013, MDC, Maxxcom Inc. (a subsidiary of MDC) and each of their subsidiaries party thereto entered into an amended and restated, $225 million senior secured revolving credit agreement due 2018 (the “Credit Agreement”) with Wells Fargo Capital Finance, LLC, as agent, and the lenders from time to time party thereto. Advances under the Credit Agreement are to be used for working capital and general corporate purposes, in each case pursuant to the terms of the Credit Agreement. Capitalized terms used in this section and not otherwise defined have the meanings set forth in the Credit Agreement.

Effective October 23, 2014, MDC and its subsidiaries entered into an amendment to its Credit Agreement. The amendment: (i) expanded the commitments under the facility by $100 million, from $225 million to $325 million; (ii) extended the date by an additional eighteen months to September 30, 2019; (iii) reduced the base borrowing interest rate by 25 basis points (the applicable margin for borrowing is 1.00% in the case of Base Rate Loans and 1.75% in the case of LIBOR Rate Loans) ; and (iv) modified certain covenants to provide the Company with increased flexibility to fund its continued growth and other general corporate purposes.

Advances under the Credit Agreement bear interest as follows: (a)(i) LIBOR Rate Loans bear interest at the LIBOR Rate and (ii) Base Rate Loans bear interest at the Base Rate, plus (b) an applicable margin. The initial applicable margin for borrowing is 1.00% in the case of Base Rate Loans and 1.75% in the case of LIBOR Rate Loans. In addition to paying interest on outstanding principal under the Credit Agreement, MDC is required to pay an unused revolver fee to lenders under the Credit Agreement in respect of unused commitments thereunder.

The Credit Agreement is guaranteed by substantially all of MDC’s present and future subsidiaries, other than immaterial subsidiaries and subject to customary exceptions. The Credit Agreement includes covenants that, among other things, restrict MDC’s ability and the ability of its subsidiaries to (i) incur or guarantee additional indebtedness, (ii) pay dividends on or redeem or repurchase the capital stock of MDC, (iii) make certain types of investments, (iv) dividend or distribute amounts from MDC’s subsidiaries, (v) incur certain liens, (vi) sell or otherwise dispose of certain assets, (vii) enter into transactions with affiliates, (viii) enter into sale and leaseback transactions, and (ix) consolidate or merge with or into, or sell substantially all of MDC’s assets to, another person. These covenants are subject to a number of important limitations and exceptions. The Credit Agreement also contains financial covenants, including a total leverage ratio, a senior leverage ratio, a fixed charge coverage ratio and a minimum earnings level. The Credit Agreement is also subject to customary events of default.

The Company is currently in compliance with all of the terms and conditions of its Credit Agreement, and management believes, based on its current financial projections, that the Company will be in compliance with the covenants over the next twelve months. At December 31, 2015, there were no borrowings under the Credit Agreement.

At December 31, 2015, the Company had issued $5,033 of undrawn letters of credit.

At December 31, 2015 and 2014, accounts payable included $73,558 and $72,147, respectively, of outstanding checks.

Future Principal Repayments

Future principal repayments, including capital lease obligations, for the years ended December 31, and in aggregate, are as follows:

Period	Amount
2016	$	470
2017	175
2018	10
2019	8
2020	735,007
2021 and thereafter	—
	$	735,670

Capital Leases

Future minimum capital lease payments for the years ended December 31 and in aggregate, are as follows:

Period	Amount
2016	$	495
2017	182
2018	10
2019	8
2020	7
2021 and thereafter	—
	702
Less: imputed interest	(32		)
	670
Less: current portion	(470		)
	$	200

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Share Capital

12 Months Ended

Dec. 31, 2015

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Share Capital

Share Capital

The authorized share capital of the Company is as follows:

(a) Authorized Share Capital

Class A Shares

An unlimited number of subordinate voting shares, carrying one vote each, entitled to dividends equal to or greater than Class B shares, convertible at the option of the holder into one Class B share for each Class A share after the occurrence of certain events related to an offer to purchase all Class B shares.

Class B Shares

An unlimited number, carrying 20 votes each, convertible at any time at the option of the holder into one Class A share for each Class B share.

Preferred A Shares

An unlimited number, non-voting, issuable in series.

(b) Employee Stock Incentive Plan

On May 26, 2005, the Company’s shareholders approved the Company’s 2005 Stock Incentive Plan (the “2005 Incentive Plan”). The 2005 Incentive Plan authorizes the issuance of awards to employees, officers, directors and consultants of the Company with respect to 3,000,000 shares of MDC Partners’ Class A Subordinate Voting Shares or any other security in to which such shares shall be exchanged. On June 1, 2007 and on June 2, 2009, the Company’s shareholders approved a total additional authorized Class A Shares of 3,750,000 to be added to the 2005 Incentive Plan for a total of 6,750,000 authorized Class A Shares. In addition, the plan was amended to allow shares under this plan to be used to satisfy share obligations under the Stock Appreciation Rights Plan (the “SARS” Plan”). On May 30, 2008, the Company’s shareholders approved the 2008 Key Partner Incentive Plan, which provides for the issuance of 900,000 Class A Shares. On June 1, 2011, the Company’s shareholders approved the 2011 Stock Incentive Plan, which provides for the issuance of up to 3,000,000 Class A Shares. In June 2013, the Company's shareholders approved an amendment to the SARS Plan to permit the Company to issue shares authorized uner the SARS Plan to satisfy the grant and vesting awards under the 2011 Stock Incentive Plan. As of December 31, 2015, the Company granted 300,000 Director options (of which 150,000 were forfeited), which option grants were for a ten-year term and vest over five (5) years from the grant date under the 2005 Incentive Plan.

The following table summarizes information about time based and financial performance-based restricted stock and restricted stock unit awards granted under the 2005 Incentive Plan, 2008 Key Partner Incentive Plan and 2011 Stock Incentive Plan:

	Performance Based Awards				Time Based Awards
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Balance at December 31, 2012	534,779		$	10.73	835,438		$	8.48
Granted	300,756		8.97		2,612,520		16.83
Vested	(353,858	)	10.63		(2,499,083	)	15.79
Forfeited	(19,011	)	7.90		(35,087	)	10.91
Balance at December 31, 2013	462,666		$	9.79	913,788		$	12.54
Granted	120,578		25.09		293,705		21.99
Vested	(497,214	)	9.62		(264,478	)	10.88
Forfeited	—		—		(26,874	)	11.52
Balance at December 31, 2014	86,030		$	23.14	916,141		$	16.36
Granted	80,000		21.76		191,155		20.42
Vested	(68,067	)	25.21		(297,794	)	12.35
Forfeited	—		—		(35,000	)	21.69
Balance at December 31, 2015	97,963		$	19.61	774,502		$	18.71

The total fair value of restricted stock and restricted stock unit awards, which vested during the years ended December 31, 2015, 2014 and 2013 was $5,394, $7,659 and $43,227, respectively. In connection with the vesting of these awards, the Company included in the taxable loss the amounts of $4,678, $11,874 and $17,219 in 2015, 2014 and 2013, respectively. At December 31, 2015, the weighted average remaining contractual life for performance based awards was 2.5 years and for time based awards was 1.3 years. At December 31, 2015, the fair value of all restricted stock and restricted stock unit awards was $18,950. The term of these awards is three years with vesting up to three years. At December 31, 2015, the unrecognized compensation expense for these awards was $8,790 and will be recognized through 2017. At December 31, 2015, there were 1,123,772 awards available to grant under all equity plans.

The Company’s Board of Directors adopted the 2005 Incentive Plan as a replacement for MDC Partners’ Amended and Restated Stock Option Incentive Plan (the “Prior 2003 Plan”). Following approval of the 2005 Incentive Plan, the Company ceased making awards under the Prior 2003 Plan.

Prior to adoption of the 2005 Incentive Plan, the Company’s Prior 2003 Plan provided for grants of up to 2,836,179 options to employees, officers, directors and consultants of the Company. All the options granted were for a term of five years from the date of the grant and vest 20% on the date of grant and a further 20% on each anniversary date. In addition, the Company granted 802,440 options, on the privatization of Maxxcom, with a term of no more than 10 years from initial date of grant by Maxxcom and vest 20% in each of the first two years with the balance vesting on the third anniversary of the initial grant.

Information related to share option transactions grant under all plans over the past three years is summarized as follows:

	Options Outstanding			Options Exercisable			Non Vested Options
	Number Outstanding	Weighted Average Price per Share		Number Outstanding	Weighted Average Price per Share
Balance at December 31, 2012	112,500	$	6.35	112,500	$	6.35	—
Vested	—	—					—
Granted	—	—					—
Exercised	—	—					—
Expired and cancelled	—	—					—
Balance at December 31, 2013	112,500	$	6.03	112,500	$	6.03	—
Vested	—	—					—
Granted	—	—					—
Exercised	—	—					—
Expired and cancelled	—	—					—
Balance at December 31, 2014	112,500	$	5.70	112,500	$	5.70	—
Vested	—	—					—
Granted	—	—					—
Exercised	37,500	4.72					—
Expired and cancelled	—	—					—
Balance at December 31, 2015	75,000	$	5.28	75,000	$	5.28	—

At December 31, 2015, the intrinsic value of vested options and the intrinsic value of all options was $1,233. For options exercised during 2015, 2014 and 2013, the Company received cash proceeds of $224, nil and nil, respectively. The Company did not receive any windfall tax benefits. The intrinsic value of options exercised during 2015, 2014 and 2013 was $471, nil and nil, respectively. At December 31, 2015, the weighted average remaining contractual life of all outstanding options was 0.9 years and for all vested options was 0.9 years. At December 31, 2015, the unrecognized compensation expense of all options was nil.

Share options outstanding as of December 31, 2015 are summarized as follows:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Outstanding Number	Weighted Average Contractual Life	Weighted Average Price per Share		Exercisable Number	Weighted Average Price per Share		Weighted Average Contractual Life
$4.72 – $5.83	75,000	0.92	$	5.28	75,000	$	5.28	0.92

(c) Stock Appreciation Rights

During 2003, the Compensation Committee of the Board of Directors approved a SAR’s compensation program for senior officers and directors of the Company. SAR’s granted prior to 2006 have a term of four years, and after 2006 have a term of up to ten years. Awards vest one-third on each anniversary date.

SAR’s granted and outstanding are as follows:

	SAR’s Outstanding				SAR’s Exercisable			Non Vested SAR’s
	Weighted Average Number Outstanding		Weighted Average Price per Share		Number Outstanding	Price per Share
Balance at December 31, 2012	4,633,146		$	2.49	4,633,146	$	2.49	—
Vested	—		—					—
Granted	—		—					—
Exercised	(4,633,146	)	2.49					—
Expired and cancelled	—		—					—
Balance at December 31, 2013	—		$	—	—	$	—	—
Vested	—		—					—
Granted	—		—					—
Exercised	—		—					—
Expired and cancelled	—		—					—
Balance at December 31, 2014	—		$	—	—	$	—	—
Vested	—		—					—
Granted	—		—					—
Exercised	—		—					—
Expired and cancelled	—		—					—
Balance at December 31, 2015	—		$	—	—	$	—	—

At December 31, 2015, the aggregate amount of shares to be issued on vested SAR’s was nil. During 2015, 2014, and 2013, the aggregate value of SAR’s exercised was nil, nil, and $80,323, respectively. The Company received tax deductions of nil, nil, and $12,682 in 2015, 2014, and 2013, respectively. In November 2013, the Company determined that all outstanding SAR’s would be settled in cash and marked the SAR’s to market. At December 31, 2015, the unrecognized compensation expense of all SAR’s was nil.

(d) Equity Value Appreciation Awards

In January 2011, the Company awarded 2,119,500 extraordinary Equity Value Appreciation Awards (“EVARs”) to its employees. During 2013, these EVARs resulted in the issuance of 1,917,000 restricted stock units and restricted stock shares (“RSUs”). The RSUs underlying the EVAR grant vested on December 31, 2013.

The Company measured the fair value of EVARs using a lattice based model (Monte Carlo) on the grant date.

Information related to EVAR transactions over the past three years is summarized as follows:

	EVARs Outstanding				EVARs Exercisable			Non Vested EVARs
	Number Outstanding		Weighted Average Issuance Price per Share		Number Outstanding	Weighted Average Issuance Price per Share
Balance at December 31, 2012	1,917,000		$	15.33	—	$	—	1,917,000
Vested	(1,917,000	)	15.33					(1,917,000	)
Granted	—		—					—
Expired and cancelled	—		—					—
Balance at December 31, 2013	—		$	—	—	$	—	—
Vested	—		—					—
Granted	—		—					—
Expired and cancelled	—		—					—
Balance at December 31, 2014	—		$	—	—	$	—	—
Vested	—		—					—
Granted	—		—					—
Expired and cancelled	—		—					—
Balance at December 31, 2015	—		$	—	—	$	—	—

The grant date fair value of these EVARs was $13,240. At December 31, 2015, there are no outstanding EVARs.

The Company has reserved a total of 2,071,237 Class A shares in order to meet its obligations under various conversion rights, warrants and employee share related plans. At December 31, 2015 there were 1,123,772 shares available for future option and similar grants.

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Fair Value Measurements

12 Months Ended

Dec. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

Fair Value Measurements

 Authoritative guidance for fair value establishes a framework for measuring fair value. A fair value measurement assumes a transaction to sell an asset or transfer a liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability.

 In order to increase consistency and comparability in fair value measurements, the guidance establishes a hierarchy for observable and unobservable inputs used to measure fair value into three broad levels, which are described below: 

• Level 1 - Quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs.

• Level 2 - Observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

• Level 3 - Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs.

In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible as well as considers counterparty credit risk in its assessment of fair value.

On a nonrecurring basis, the Company uses fair value measures when analyzing asset impairment. Long-lived assets and certain identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair value. Measurements based on undiscounted cash flows are considered to be Level 3 inputs. During the fourth quarter of each year, the Company evaluates goodwill and indefinite-lived intangibles for impairment at the reporting unit level. For each acquisition, the Company performed a detailed review to identify intangible assets and a valuation is performed for all such identified assets. The Company used several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. The amounts allocated to assets acquired and liabilities assumed in the acquisitions were determined using level three inputs. Fair value for property and equipment was based on other observable transactions for similar property and equipment. Accounts receivable represents the best estimate of balances that will ultimately be collected, which is based in part on allowance for doubtful accounts reserve criteria and an evaluation of the specific receivable balances.

Financial Liabilities Measured at Fair Value on a Recurring Basis

The following tables present certain information for our financial assets that is measured at fair value on a recurring basis at December 31:

	Level 1 2015				Level 1 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Liabilities:
Long-term debt	$	740,838	$	765,319	$	742,017	$	751,538

Our long-term debt includes fixed rate debt. The fair value of this instrument is based on quoted market prices.

The following table presents changes in Deferred Acquisition Consideration for the years ended December 31:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	2015			2014
Beginning balance of contingent payments	$	172,227		$	151,848
Payments	(77,301		)	(61,441		)
Grants (1)	174,530			68,642
Redemption value adjustments (2)	41,636			20,816
Transfers (to) from fixed payments	—			(5,146		)
Foreign translation adjustment	(4,358		)	(2,492		)
Ending balance of contingent payments	$	306,734		$	172,227

(1) Grants are the initial estimated deferred acquisition payments of new acquisitions and step-up transactions completed within that fiscal period.

(2) Redemption value adjustments are fair value changes from the Company's initial estimates of deferred acquisition payments, including the accretion of present value and stock-based compensation charges relating to acquisition payments that are tied to continued employment.

In addition to the above amounts, there are fixed payments of $40,370 and $33,141 for total deferred acquisition consideration of $347,104 and $205,368, which reconciles to the consolidated balance sheets at December 31, 2015 and 2014, respectively.

The Company includes the payments of all deferred acquisition consideration in financing activities in the Company's consolidated statement of cash flows, as the Company believes these payments to be seller-related financing activities, which is the predominant source of cash flows.

Level 3 payments relate to payments made for deferred acquisition consideration. Level 3 grants relate to contingent purchase price obligations related to acquisitions and are recorded on the balance sheet at the acquisition date fair value. The estimated liability is determined in accordance with various contractual valuation formulas that may be dependent on future events, such as the growth rate of the earnings of the relevant subsidiary during the contractual period and, in some cases, the currency exchange rate as of the date of payment. Level 3 redemption value adjustments relate to the remeasurement and change in these various contractual valuation formulas as well as adjustments of present value.

 At December 31, 2015 and 2014, the carrying amount of the Company’s financial instruments, including cash and cash equivalents, accounts receivable and accounts payable, approximated fair value because of their short-term maturity. The Company does not disclose the fair value for equity method investments or investments held at cost as it is not practical to estimate fair value since there is no readily available market data.

Non-financial Assets and Liabilities that are Measured at Fair Value on a Nonrecurring Basis

On a nonrecurring basis, the Company uses fair value measures when analyzing asset impairment. Long-lived assets and certain identifiable intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If it is determined such indicators are present and the review indicates that the assets will not be fully recoverable, based on undiscounted estimated cash flows over the remaining amortization periods, their carrying values are reduced to estimated fair value. Measurements based on undiscounted cash flows are considered to be Level 3 inputs. During the fourth quarter of each year, the Company evaluates goodwill and indefinite-lived intangibles for impairment at the reporting unit level. For each acquisition, the Company performed a detailed review to identify intangible assets and a valuation is performed for all such identified assets. The Company used several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. The amounts allocated to assets acquired and liabilities assumed in the acquisitions were determined using Level 3 inputs. Fair value for property and equipment was based on other observable transactions for similar property and equipment. Accounts receivable represents the best estimate of balances that will ultimately be collected, which is based in part on allowance for doubtful accounts reserve criteria and an evaluation of the specific receivable balances.

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Segment Information

12 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

Segment Information

Segment Information

The Company determines an operating segment if a component (1) engages in business activities from which it earns revenues and incurs expenses, and (2) has discrete financial information that is (3) regularly reviewed by the Chief Operating Decision Maker (“CODM”) to make decisions about resources to be allocated to the segment and assess its performance. During 2015, the Company had a change in the CODM as well as a change in how the CODM manages the business. As a result, in the fourth quarter of 2015, the Company reassessed its determination of operating segments. Decisions regarding allocations of resources are made and will be made based on the overall performance of the overall Partner Firm network. Therefore, the Company has determined that the Partner Firm network represents its operating segment. The Company also reassessed its previous allocation methodology and has conformed the allocations to align with how the CODM manages the business. The overall Partner Firm network consists of each of the Company's operating agencies. The Company now reports in one reportable Advertising and Communications Segment in addition to the Corporate Group described as follows:

• The Advertising and Communications Segment consists of Partner Firms that deliver innovative, value-added marketing, activation, communications and strategic consulting services to their clients. MDC and its Partner Firms deliver a wide range of customized services, including (1) multi-channel media management and optimization, (2) interactive and mobile marketing, (3) direct marketing, (4) database and customer relationship management, (5) sales promotion, (6) corporate communications, (7) market research, (8) data analytics and insights, (9) corporate identity, design and branding services, (10) social media communications, (11) product and service innovation and (12) e-commerce management.

• The Corporate Group consists of corporate office expenses incurred in connection with the strategic resources provided to the Advertising and Communications Segment, as well as certain other centrally managed expenses that are not fully allocated to the reportable segment. Office and general expenses include (1) salaries and related expenses for corporate office employees including employees dedicated to supporting the Partner Firms, (2) occupancy expense relating to properties occupied by all corporate office employees, (3) other office and general expenses including professional fees for the financial statement audits, and (4) certain other professional fees managed by the corporate office. Additional expenses managed by the corporate office that are directly related to the Partner Firms are allocated to the reportable segment.

Prior year results have been recast to reflect the new reportable segment.

The significant accounting policies are in the summary of significant accounting policies included in the notes to the consolidated financial statements.

	For the year ended December 31, 2015
	Advertising and Communications			Corporate			Total
Revenue	$	1,326,256		$	—		$	1,326,256
Cost of services sold	879,716			—			879,716
Office and general expenses	258,809			63,398			322,207
Depreciation and amortization	50,449			1,774			52,223
Operating profit (loss)	137,282			(65,172		)	72,110
Other Income (Expense):
Other income, net							7,238
Foreign exchange loss							(39,328		)
Interest expense and finance charges, net							(57,436		)
Loss from continuing operations before income taxes and equity in earnings of non-consolidated affiliates							(17,416		)
Income tax expense							5,664
Loss from continuing operations before equity in earnings of non-consolidated affiliates							(23,080		)
Equity in earnings of non-consolidated affiliates							1,058
Loss from continuing operations							(22,022		)
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes							(6,281		)
Net loss							(28,303		)
Net income attributable to noncontrolling interests	(9,024		)	(30		)	(9,054		)
Net loss attributable to MDC Partners Inc.							$	(37,357	)
Stock-based compensation	$	15,056		$	2,740		$	17,796
Capital expenditures from continuing operations	$	23,204		$	371		$	23,575
Goodwill and intangibles	$	942,683		$	—		$	942,683
Total assets	$	1,375,372		$	214,878		$	1,590,250

	For the year ended December 31, 2014
	Advertising and Communications			Corporate			Total
Revenue	$	1,223,512		$	—		$	1,223,512
Cost of services sold	798,518			—			798,518
Office and general expenses	223,781			66,292			290,073
Depreciation and amortization	45,387			1,785			47,172
Operating profit (loss)	155,826			(68,077		)	87,749
Other Income (Expense):
Other income, net							689
Foreign exchange loss							(18,482		)
Interest expense and finance charges, net							(54,847		)
Income from continuing operations before income taxes and equity in earnings of non-consolidated affiliates							15,109
Income tax expense							12,422
Income from continuing operations before equity in earnings of non-consolidated affiliates							2,687
Equity in earnings of non-consolidated affiliates							1,406
Income from continuing operations							4,093
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes							(21,260		)
Net loss							(17,167		)
Net income attributable to noncontrolling interests	(6,890		)	—			(6,890		)
Net loss attributable to MDC Partners Inc.							$	(24,057	)
Stock-based compensation	$	12,033		$	5,663		$	17,696
Capital expenditures from continuing operations	$	25,079		$	1,337		$	26,416
Goodwill and intangibles	$	937,494		$	—		$	937,494
Total assets	$	1,368,137		$	280,753		$	1,648,890

	For the year ended December 31, 2013
	Advertising and Communications			Corporate			Total
Revenue	$	1,062,478		$	—		$	1,062,478
Cost of services sold	704,969			—			704,969
Office and general expenses	212,933			143,031			355,964
Depreciation and amortization	34,745			1,394			36,139
Operating profit (loss)	109,831			(144,425		)	(34,594		)
Other Income (Expense):
Other income, net							2,531
Foreign exchange loss							(5,516		)
Interest expense, finance charges, and loss on redemption of notes, net							(100,271		)
Loss from continuing operations before income taxes and equity in earnings of non-consolidated affiliates							(137,850		)
Income tax benefit							(4,367		)
Loss from continuing operations before equity in earnings of non-consolidated affiliates							(133,483		)
Equity in earnings of non-consolidated affiliates							281
Loss from continuing operations							(133,202		)
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes							(9,200		)
Net loss							(142,402		)
Net income attributable to noncontrolling interests	(6,459		)	(2		)	(6,461		)
Net loss attributable to MDC Partners Inc.							$	(148,863	)
Stock-based compensation	$	8,950		$	91,455		$	100,405
Capital expenditures from continuing operations	$	14,677		$	2,132		$	16,809
Goodwill and intangibles	$	800,595		$	—		$	800,595
Total assets	$	1,220,753		$	204,474		$	1,425,227

A summary of the Company’s long-lived assets, comprised of fixed assets, goodwill and intangibles, net, as at December 31, is set forth in the following table.

	United States		Canada		Other		Total
Long-lived Assets
2015	$	52,305	$	6,817	$	4,435	$	63,557
2014	$	48,884	$	7,099	$	4,257	$	60,240
Goodwill and Intangible Assets
2015	$	798,746	$	122,821	$	21,116	$	942,683
2014	$	759,035	$	154,349	$	24,110	$	937,494

A summary of the Company’s revenue as at December 31 is set forth in the following table.

	United States		Canada		Other		Total
Revenue:
2015	$	1,085,051	$	129,039	$	112,166	$	1,326,256
2014	$	993,474	$	150,390	$	79,648	$	1,223,512
2013	$	870,525	$	135,630	$	56,323	$	1,062,478

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Related Party Transactions

12 Months Ended

Dec. 31, 2015

Related Party Transactions [Abstract]

Related Party Transactions

Related Party Transactions

(a) The Company incurred service fees and paid cash incentive awards totaling $8,825, $13,592 and $15,992 in 2015, 2014 and 2013, respectively, relating to companies controlled by Miles Nadal, the former Chairman and Chief Executive Officer (“CEO”) of the Company. Mr. Nadal previously provided such services to the Company as its Chief Executive Officer pursuant to a Management Services Agreement (as amended and restated on May 6, 2013, the “Services Agreement”) among the Company, Mr. Nadal and with Nadal Management, Inc. In connection with Mr. Nadal’s resignation on July 20, 2015, the Company and Mr. Nadal terminated the Services Agreement and entered into a separation agreement (the “Separation Agreement”), dated as of July 20, 2015. Pursuant to the Separation Agreement, Mr. Nadal agreed, among other things, to: (i) repay to the Company $1,877 in connection with certain amounts paid to or for the benefit of Mr. Nadal and an affiliate; (ii) repay to the Company $10,582 in connection with amounts required to be repaid pursuant to cash bonus awards previously paid to Mr. Nadal, with such repayments to be made in five installments, with the last to be paid on December 31, 2017; and (iii) customary non-disparagement and confidentiality obligations, reaffirmation of restrictive covenants, and an intellectual property rights assignment. Mr. Nadal was not paid any compensation payments or severance under the Separation Agreement.

(b) Pursuant to the amended Services Agreement (which has since been terminated, as described in footnote 15(a) above), the Company agreed to provide to its former CEO, Miles Nadal, a special bonus of C$10,000 upon the first to occur of (i) the average market price of the Company’s Class A subordinate voting shares is C$30 per share or more for more than 20 consecutive trading days (measured as of the close of trading on each applicable date) or (ii) a change of control of the Company. During November 2013, this bonus was earned and paid to Mr. Nadal in the amount of C$10,000 (US $9,649).

(c) Beginning in 2014 through June 30, 2015, MDC chartered for business purposes an airplane and helicopter (together, the “Aircraft”) owned by entities controlled by Mr. Nadal (the former CEO) and leased to an independent corporate aircraft management company. Entities controlled by Mr. Nadal paid for the purchases of the Aircraft and were legally responsible and have paid for all operating, personnel and maintenance costs associated with the Aircraft’s operations.  Payments by third parties to charter the Aircraft from the corporate aircraft management company offset a portion of the costs. Payments by MDC for the business use of the Aircraft by Mr. Nadal were made to the corporate aircraft management company at a fixed hourly rate set forth in the aircraft service agreement between the aircraft management company and entities controlled by Mr. Nadal.  In the first and second quarter of 2015, MDC paid a total of $398 for the business use of the Aircraft. Promptly following Mr. Nadal's resignation on July 20, 2015, the Company prohibited the use of private aircraft travel by its directors and executive officers.

(d) From May 2015 to December 31, 2015, Lori Senecal held the dual titles of President and Chief Executive Officer of the MDC Partner Network and Chief Executive Officer of Partner Firm Crispin Porter & Bogusky (“CPB”). As of January 1, 2016, Ms. Senecal assumed the exclusive role as Global Chief Executive Officer of CPB. Ms. Senecal's husband, William Grogan, has been employed by the Company since July 1, 2015 as President of Global Accounts. In 2015, Mr. Grogan's total compensation from the Company and its affiliate (kbs+), including salary, bonus, and other benefits, totaled approximately $943. His compensation is commensurate with that of his peers.

(e) Scott Kauffman is Chairman and Chief Executive Officer of the Company. His daughter, Sarah Kauffman, has been employed by Partner Firm kbs+ since July 2011, and currently acts as Director of Operations, Attention Partners. In 2015, her total compensation, including salary, bonus and other benefits, totaled approximately $125. Her compensation is commensurate with that of her peers.

(f) In 2015, Union Advertising Canada LP (“Union”), a Partner Firm, provided certain website development and related marketing services to each of Peerage Realty Partners (“Peerage”) and Peerage’s subsidiary, Baker Real Estate Incorporated (“Baker”). Miles Nadal, the Company’s former CEO, is the majority equity owner of Peerage and Baker. The amount of fees paid by each of Peerage and Baker in respect of these services in 2015 was $131, which fees were customary for these types of services.

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Commitments, Contingencies and Guarantees

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Commitments, Contingencies and Guarantees

Commitments, Contingencies and Guarantees

Deferred Acquisition Consideration.  In addition to the consideration paid by the Company in respect of certain of its acquisitions at closing, additional consideration may be payable, or may be potentially payable, based on the achievement of certain threshold levels of earnings. See Note 2 and Note 4.

Options to Purchase.  Noncontrolling shareholders in certain subsidiaries have the right in certain circumstances to require the Company to acquire the remaining ownership interests held by them. The noncontrolling shareholders’ ability to exercise any such option right is subject to the satisfaction of certain conditions, including conditions requiring notice in advance of exercise and specific employment termination conditions. In addition, these rights cannot be exercised prior to specified staggered exercise dates. The exercise of these rights at their earliest contractual date would result in obligations of the Company to fund the related amounts during 2016 to 2022. It is not determinable, at this time, if or when the owners of these rights will exercise all or a portion of these rights.

The amount payable by the Company in the event such rights are exercised is dependent on various valuation formulas and on future events, such as the average earnings of the relevant subsidiary through the date of exercise, the growth rate of the earnings of the relevant subsidiary during that period and, in some cases, the currency exchange rate at the date of payment.

Management estimates, assuming that the subsidiaries owned by the Company at December 31, 2015 perform over the relevant future periods at their trailing twelve-month earnings levels, that these rights, if all exercised, could require the Company to pay an aggregate amount of approximately $17,964 to the owners of such rights in future periods to acquire such ownership interests in the relevant subsidiaries. Of this amount, the Company is entitled, at its option, to fund approximately $107 by the issuance of share capital.

In addition, the Company is obligated under similar put option rights to pay an aggregate amount of approximately $48,900 only upon termination of such owner’s employment with the applicable subsidiary or death.

The amount the Company would be required to pay to the noncontrolling interest holders should the Company acquire the remaining ownership interests is $2,607 less than the initial redemption value recorded in Redeemable Noncontrolling Interests.

Included in Redeemable Noncontrolling Interests at December 31, 2015 was $69,471 of these put options because they are not within the control of the Company. The ultimate amount payable relating to these transactions will vary because it is dependent on the future results of operations of the subject businesses and the timing of when these rights are exercised.

Natural Disasters.  Certain of the Company’s operations are located in regions of the United States which typically are subject to hurricanes. During the years ended December 31, 2015, 2014, and 2013, these operations did not incur any material costs related to damages resulting from hurricanes.

Guarantees.  Generally, the Company has indemnified the purchasers of certain assets in the event that a third party asserts a claim against the purchaser that relates to a liability retained by the Company. These types of indemnification guarantees typically extend for a number of years. Historically, the Company has not made any significant indemnification payments under such agreements and no amount has been accrued in the accompanying consolidated financial statements with respect to these indemnification guarantees. The Company continues to monitor the conditions that are subject to guarantees and indemnifications to identify whether it is probable that a loss has occurred and would recognize any such losses under any guarantees or indemnifications in the period when those losses are probable and estimable.

Legal Proceedings.  The Company’s operating entities are involved in legal proceedings of various types. While any litigation contains an element of uncertainty, the Company has no reason to believe that the outcome of such proceedings or claims will have a material adverse effect on the financial condition or results of operations of the Company. In addition, the Company is involved in class action suits as described below.

On July 31, 2015, North Collier Fire Control and Rescue District Firefighter Pension Plan (“North Collier”) filed a putative class action suit in the Southern District of New York, naming as defendants the Company, CFO David Doft, Mr. Nadal, and Mr. Sabatino.  On December 11, 2015, North Collier and co-lead plaintiff  Plymouth County Retirement Association filed an amended complaint, adding two additional defendants, Mr. Gendel and Senator Kirby.  The plaintiff alleges in the amended complaint violations of § 10(b), Rule 10b-5, and § 20 of the Securities Exchange Act of 1934, based on allegedly materially false and misleading statements in the Company’s SEC filings and other public statements regarding the Company's financial disclosures, executive compensation, goodwill accounting, and internal controls. The Company intends to vigorously defend this suit.

On August 7, 2015, Roberto Paniccia issued a Statement of Claim in the Ontario Superior Court of Justice in the City of Brantford, Ontario seeking to certify a class action suit naming as Defendants the Company, former CEO Miles S. Nadal, former CAO Michael C. Sabatino, CFO David Doft and BDO USA, LLP. The Plaintiff alleges violations of section 138.1 of the Ontario Securities Act (and equivalent legislation in other Canadian provinces and territories) as well as common law misrepresentation based on allegedly materially false and misleading statements in the company’s public statements, as well as omitting to disclose material facts with respect to an SEC investigation. The Company also intends to vigorously defend this suit.

Commitments.  At December 31, 2015, the Company had $5,033 of undrawn letters of credit. In addition, the Company has commitments to fund investments in an aggregate amount of $3,449.

Leases.  The Company and its subsidiaries lease certain facilities and equipment. For the years ended December 31, 2015, 2014, and 2013, gross premises rental expense amounted to $47,583, $42,657, and $38,366, respectively, which was reduced by sublease income of $1,739, $1,449, and $897, respectively. Where leases contain escalation clauses or other concessions, the impact of such adjustments is recognized on a straight-line basis over the minimum lease period.

Minimum rental commitments for the rental of office and production premises and equipment under non-cancellable leases net of sublease income, some of which provide for rental adjustments due to increased property taxes and operating costs, for the years ending December 31, 2016 and thereafter, are as follows:

Period	Amount
2016	$	39,448
2017	37,467
2018	37,055
2019	33,004
2020	30,492
2021 and thereafter	79,272
	$	256,738

At December 31, 2015, the total future cash to be received on sublease income is $11,857.

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New Accounting Pronouncements

12 Months Ended

Dec. 31, 2015

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

New Accounting Pronouncements

New Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update (“ASU”) 2016-02, which amends the ASC and creates Topic 842, Leases. Topic 842 will require lessees to recognize lease assets and lease liabilities for those leases classified as operating leases under previous US GAAP on the balance sheet. This guidance is effective for annual periods beginning after December 15, 2018 and early adoption is permitted. The Company is currently assessing the impact on its consolidated financial position and results of operations.

In January 2016, the FASB issued ASU 2016-01,Financial Instruments - Overall: Recognition and Measurement of Financial Assets and Liabilities, which will require equity investments, except equity method investments, to be measured at fair value and any changes in fair value will be recognized in results of operations. This guidance is effective for annual and interim periods beginning after December 15, 2017 and early application is not permitted. Additionally, this guidance provides for the recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. The Company does not expect the application of this guidance to have a significant impact on its consolidated financial position or results of operations.

In November 2015, the FASB issued ASU 2015-17, Income Taxes, which amends Topic 740 and requires all deferred income tax assets and liabilities to be presented as noncurrent on the balance sheet. This amended guidance is effective beginning January 1, 2017, and may be applied retrospectively or prospectively, with early adoption permitted. The Company does not expect the application of this guidance to have a significant impact on its consolidated financial position or results of operations.

In September 2015, the FASB issued ASU 2015-16, Business Combinations. This update amends Topic 805 and requires that an acquirer (i) recognize adjustments to provision amounts identified during the measurement period in the reporting period in which the adjustment amounts are determined, (ii) record the effect on earnings, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date, and (iii) disclose the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. This guidance is effective for the Company beginning January 1, 2016. The Company is currently assessing the impact on the presentation of its financial position and disclosures.

In April 2015, the FASB issued ASU 2015-05, Intangibles - Goodwill and Other-Internal-Use Software. This update amends Topic 350 and provides explicit guidance about a customer’s accounting for fees paid in a cloud computing arrangement and whether it includes a software license. This guidance is effective for the Company beginning January 1, 2016. The implementation of the amended accounting guidance is not expected to have a material impact on the consolidated financial position or results of operations.

In April 2015, the FASB issued ASU 2015-03, Interest - Imputation of Interest. This update amends Topic 835 and requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability. This guidance is effective for the Company beginning January 1, 2016. The Company will adopt this amended guidance as of the quarter ended March 31, 2016.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers. This update supersedes Topic 605, Revenue Recognition. The core principle of this guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve this core principle, an entity must apply a five-step approach. ASU 2014-09 provides for one of two methods of transition: retrospective application to each prior period presented; or, recognition of the cumulative effect of retrospective application of the new standard in the period of initial application. This guidance is effective for the Company beginning January 1, 2018. The Company is currently assessing the impact and choice of transition method.

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Employee Benefit Plans

12 Months Ended

Dec. 31, 2015

Compensation and Retirement Disclosure [Abstract]

Employee Benefit Plans

Employee Benefit Plans

A subsidiary acquired in 2012 sponsors a defined benefit plan. The benefits under the defined benefit plans are based on each employee’s years of service and compensation. Effective March 1, 2006, the plan was frozen to all new employees. The Company’s policy is to contribute the minimum amounts required by the Employee Retirement Income Security Act of 1974 (ERISA), as amended. The assets of the plans are invested in an investment trust fund and consist of investments in money market funds, bonds and common stock, mutual funds, preferred stock, and partnership interests.

Net periodic pension cost consists of the following components for the years ended December 31:

	Pension Benefits			Pension Benefits
	2015			2014
Service cost	$	—		$	—
Interest cost on benefit obligation	1,864			1,788
Expected return on plan assets	(2,069		)	(2,025		)
Curtailment and settlements	—			—
Amortization of prior service cost	—			—
Amortization of actuarial (gains) losses	103			—
Net periodic benefit cost (benefit)	$	(102	)	$	(237	)

ASC 715-30-25 requires an employer to recognize the funded status of its defined pension benefit plan as a net asset or liability in its statement of financial position with an offsetting amount in accumulated other comprehensive income, and to recognize changes in that funded status in the year in which changes occur through comprehensive income.

Other changes in plan assets and benefit obligation recognized in Other Comprehensive Loss consist of the following components for the years ended December 31:

	Pension Benefits			Pension Benefits
	2015			2014
Curtailment/settlement	$	—		$	—
Current year actuarial (gain) loss	526			11,515
Amortization of actuarial gain (loss)	(103		)	—
Current year prior service (credit) cost	—			—
Amortization of prior service credit (cost)	—			—
Amortization of transition asset (obligation)	—			—
Total recognized in other comprehensive (income) loss	$	423		$	11,515
Total recognized in net periodic benefit cost and other comprehensive (income) loss	321			$	11,278

The following table summarizes the change in benefit obligations and fair values of plan assets for the years ended December 31:

	Pension Benefits			Pension Benefits
	2015			2014
Change in benefit obligation:
Benefit obligation, Beginning balance	$	43,799		$	32,857
Service Cost	—			—
Interest Cost	1,864			1,788
Change in Mortality	—			3,287
Plan amendments	—			—
Curtailment/settlement	—			—
Actuarial (gains) losses	(2,774		)	7,681
Benefits paid	(2,593		)	(1,814		)
Benefit obligation, Ending balance	40,296			43,799
Change in plan assets:
Fair value of plan assets, Beginning balance	28,360			26,868
Actual return on plan assets	(1,232		)	1,478
Employer contributions	655			1,828
Benefits paid	(2,593		)	(1,814		)
Fair value of plan assets, Ending balance	25,190			28,360
Unfunded status	$	15,106		$	15,439

Amounts recognized in the balance sheet at December 31 consist of the following:

	Pension Benefits		Pension Benefits
	2015		2014
Noncurrent liability	$	15,106	$	15,439
Net amount recognized	$	15,106	$	15,439

Amounts recognized, net of tax, in Accumulated Other Comprehensive Loss consists of the following components for the years ended December 31:

	Pension Benefits		Pension Benefits
	2015		2014
Accumulated net actuarial losses	$	9,219	$	8,796
Accumulated prior service cost	—		—
Accumulated transition obligation	—		—
Amount recognized, net of tax	$	9,219	$	8,796

The preceding table presents two measures of benefit obligations for the pension plan. Accumulated benefit obligation generally measures the value of benefits earned to date. Projected benefit obligation also includes the effect of assumed future compensation increases for plans in which benefits for prior service are affected by compensation changes. This pension plan has asset values less than these measures. Plan funding amounts are calculated pursuant to ERISA and Internal Revenue Code rules.

The following weighted average assumptions were used to determine benefit obligations as of December 31:

	Pension Benefits		Pension Benefits
	2015		2014
Discount rate	4.69	%	4.38	%
Rate of compensation increase	N/A		N/A

The discount rate assumptions at December 31, 2015 and 2014 were determined independently. A yield curve was produced for a universe containing the majority of US-issued AA-graded corporate bonds, all of which were non-callable (or callable with make-whole provisions). The discount rate was developed as the level equivalent rate that would produce the same present value as that using spot rates aligned with the projected benefit payments.

The following weighted average assumptions were used to determine net periodic costs at December 31:

	Pension Benefits		Pension Benefits
	2015		2014
Discount rate	4.38	%	5.26	%
Expected return on plan assets	7.40	%	7.40	%
Rate of compensation increase	N/A		N/A

The expected return on plan assets is a long-term assumption established by considering historical and anticipated returns of the asset classes invested in by the pension plan and the allocation strategy currently in place among those classes.

Fair Value of Plan Assets

The Defined Benefit plan assets fall into any of three fair value classifications as defined in the FASB ASC Topic 820, Fair Value Measurements. There are no Level 3 assets held by the plan. The fair value of the plan assets as of December 31 is as follows:

	December 31, 2015		Level 1		Level 2		Level 3
Asset Category:
Money Market Fund – Short Term Investments	$	1,580	$	145	$	1,435	$	—
Common Stock	9,479		9,479		—		—
Corporate Bonds	3,834		—		3,834		—
Mutual Funds	10,006		10,006		—		—
Foreign Stock	291		291		—		—
Total	$	25,190	$	19,921	$	5,269	$	—

	December 31, 2014		Level 1		Level 2		Level 3
Asset Category:
Money Market Fund – Short Term Investments	$	982	$	251	$	731	$	—
Common Stock	11,099		11,099		—		—
Corporate Bonds	5,460		—		5,460		—
Mutual Funds	10,606		10,606		—		—
Foreign Stock	213		213		—		—
Total	$	28,360	$	22,169	$	6,191	$	—

The pension plans weighted-average asset allocation for the years ended December 31, 2015 and 2014 are as follows:

	Target Allocation		Actual Allocation		Actual Allocation
	2015		2015		2014
Asset Category:
Equity Securities	60	%	68.0	%	65.0	%
Debt Securities	40	%	25.7	%	31.5	%
Cash/Cash Equivalents and Short Term Investments	—	%	6.3	%	3.5	%
	100	%	100	%	100	%

The investment policy for the plans is formulated by the Company’s Pension Plan Committee (the “Committee”). The Committee is responsible for adopting and maintaining the investment policy, managing the investment of plan assets and ensuring that the plans’ investment program is in compliance with all provisions of ERISA, as well as the appointment of any investment manager who is responsible for implementing the plans’ investment process.

The goals of the pension plan investment program are to fully fund the obligation to pay retirement benefits in accordance with the plan documents and to provide returns that, along with appropriate funding from the Company, maintain an asset/liability ratio that is in compliance with all applicable laws and regulations and assures timely payment of retirement benefits.

The Company’s overall investment strategy is to achieve a mix of approximately 50 percent of investments for long-term growth and 50 percent for near-term benefit payments with a wide diversification of asset types and fund strategies.

Equity securities primarily include investments in large-cap and mid-cap companies primarily located in the United States, as well as a smaller percentage invested in large-cap and mid-cap companies located outside of the United States. Fixed income securities are diversified across different asset types with bonds issued in the United States as well as outside the United States.

The target allocation of plan assets is 50 percent equity securities and 50 percent corporate bonds and US Treasury securities.

The Plan invests in various investment securities. The investments are primarily invested in corporate equity and bond securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect the amounts reported in the preceding tables.

The above tables present information about the pension plan assets measured at fair value at December 31, 2015 and the valuation techniques used by the Company to determine those fair values.

In general, fair values determined by Level 1 inputs use quoted prices in active markets for identical assets that the Plan has the ability to access.

Fair values determined by Level 2 inputs use other inputs that are observable, either directly or indirectly. These Level 2 inputs include quoted prices for similar assets in active markets, and other inputs such as interest rates and yield curves that are observable at commonly quoted intervals.

Level 3 inputs are unobservable inputs, including inputs that are available in situations where there is little, if any, market activity for the related asset.

In instances where inputs used to measure fair value fall into different levels in the above fair value hierarchy, fair value measurements in their entirety are categorized based on the lowest level input that is significant to the valuation. The Company’s assessment of the significance of particular inputs to these fair value measurements requires judgment and considers factors specific to each plan asset.

The net of investment manager fee asset return objective is to achieve a return earned by passively managed market index funds, weighted in the proportions identified in the strategic asset allocation matrix. Each investment manager is expected to perform in the top one-third of funds having similar objectives over a full market cycle.

The investment policy is reviewed by the Committee at least annually and confirmed or amended as needed. Under ASC 715-30-25, the transition obligation, prior service costs, and actuarial (gains)/losses are recognized in Accumulated Other Comprehensive Income each December 31 or any interim measurement date, while amortization of these amounts through net periodic benefit cost will occur in accordance with ASC 715-30 and ASC 715-60. The estimated amounts that will be amortized in 2016 are as follows:

	Pension Benefits
Estimated Amortization:	2016
Prior service cost (credit) amortization	$	—
Net loss amortization	137
Total	$	137

The following estimated benefit payments, which reflect expected future service, as appropriate, are expected to be paid in the years ending December 31:

Period	Amount
2016	$	1,517
2017	$	1,666
2018	$	1,823
2019	$	1,832
2020	$	2,092
2021 – 2025	$	11,399

The pension plan contributions are deposited into a trust, and the pension plan benefit payments are made from trust assets.

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Changes in Accumulated Other Comprehensive Income (Loss)

12 Months Ended

Dec. 31, 2015

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Changes in Accumulated Other Comprehensive Income (Loss)

Changes in Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) for the year ended December 31 were:

	Defined Benefit Pension			Foreign Currency Translation			Total
Balance December 31, 2013	$	1,607		$	(2,404	)	$	(797	)
Other comprehensive income before reclassifications	—			3,448			3,448
Amounts reclassified from accumulated other comprehensive income (loss)	(10,403		)	—			(10,403		)
Other comprehensive income (loss)	$	(10,403	)	$	3,448		$	(6,955	)
Balance December 31, 2014	$	(8,796	)	$	1,044		$	(7,752	)
Other comprehensive income before reclassifications	—			14,432			14,432
Amounts reclassified from accumulated other comprehensive income (loss)	(423		)	—			(423		)
Other comprehensive income (loss)	(423		)	14,432			14,009
Balance December 31, 2015	$	(9,219	)	$	15,476		$	6,257

Reclassifications for the year ended December 31, 2015 were as follows:

	2015
Amortization of defined pension plan:
Prior service cost	$	—
Actuarial losses	103
Net periodic benefit cost	103
Income tax expense	41
Net of tax	$	62

For the year ended December 31, 2014, there were no reclassifications from accumulated other comprehensive income (loss).

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Quarterly Results of Operations (Unaudited)

12 Months Ended

Dec. 31, 2015

Quarterly Financial Information Disclosure [Abstract]

Quarterly Results of Operations (Unaudited)

Quarterly Results of Operations (Unaudited)

The following table sets forth a summary of the Company’s consolidated unaudited quarterly results of operations for the years ended December 31, in thousands of dollars, except per share amounts.

	Quarters
	First			Second		Third			Fourth
Revenue:
2015	$	302,222		$	336,606	$	328,415		$	359,013
2014	$	274,854		$	299,356	$	309,391		$	339,911
Cost of services sold:
2015	$	210,419		$	225,042	$	212,925		$	231,330
2014	$	181,468		$	188,875	$	205,549		$	222,626
Income (loss) from continuing operations:
2015	$	(23,417	)	$	31,072	$	(5,166	)	$	(24,511	)
2014	$	(7,213	)	$	19,555	$	(1,868	)	$	(6,381	)
Net income (loss) attributable to MDC Partners Inc.:
2015	$	(32,091	)	$	29,560	$	(8,604	)	$	(26,222	)
2014	$	(8,846	)	$	16,470	$	(4,922	)	$	(26,759	)
Income (loss) per common share:
Basic
Continuing operations:
2015	$	(0.52	)	$	0.57	$	(0.15	)	$	(0.52	)
2014	$	(0.17	)	$	0.36	$	(0.07	)	$	(0.17	)
Net income (loss):
2015	$	(0.65	)	$	0.60	$	(0.17	)	$	(0.52	)
2014	$	(0.18	)	$	0.33	$	(0.10	)	$	(0.54	)
Diluted
Continuing operations:
2015	$	(0.52	)	$	0.56	$	(0.15	)	$	(0.52	)
2014	$	(0.17	)	$	0.35	$	(0.07	)	$	(0.17	)
Net income (loss):
2015	$	(0.65	)	$	0.59	$	(0.17	)	$	(0.52	)
2014	$	(0.18	)	$	0.32	$	(0.10	)	$	(0.54	)

The above revenue, cost of services sold, and income (loss) from continuing operations have primarily been affected by acquisitions, divestitures and discontinued operations.

Historically, with some exceptions, the Company’s fourth quarter generates the highest quarterly revenues in a year. The fourth quarter has historically been the period in the year in which the highest volumes of media placements and retail related consumer marketing occur.

Income (loss) from continuing operations and net loss have been affected as follows:

• The fourth quarter of 2015 and 2014 included a foreign exchange loss of $9,531 and $8,066, respectively.

• The fourth quarter of 2015 and 2014 included stock-based compensation charges of $4,771 and $5,463, respectively.

• The fourth quarter of 2015 and 2014 included deferred acquisition adjustments of $41,910 and $1,751, respectively.

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VALUATION AND QUALIFYING ACCOUNTS

12 Months Ended

Dec. 31, 2014

Valuation and Qualifying Accounts [Abstract]

Schedule II - Valuation and Qualifying Accounts

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

For the Three Years Ended December 31,

(Dollars in Thousands)

Column A	Column B		Column C		Column D			Column E			Column F
Description	Balance at Beginning of Period		Charged to Costs and Expenses		Removal of Uncollectible Receivables			Translation Adjustments Increase (Decrease)			Balance at the End of Period
Valuation accounts deducted from assets to which they apply –  allowance for doubtful accounts:
December 31, 2015	$	1,409	$	750	$	(799	)	$	(54	)	$	1,306
December 31, 2014	$	2,011	$	556	$	(1,127	)	$	(31	)	$	1,409
December 31, 2013	$	1,581	$	1,484	$	(1,042	)	$	(12	)	$	2,011

Schedule II — 2 of 2

MDC PARTNERS INC. & SUBSIDIARIES

SCHEDULE II — VALUATION AND QUALIFYING ACCOUNTS

For the Three Years Ended December 31,

(Dollars in Thousands)

Column A	Column B		Column C			Column D			Column E			Column F
Description	Balance at Beginning of Period		Charged to Costs and Expenses			Other(1)			Translation Adjustments Increase (Decrease)			Balance at the End of Period
Valuation accounts deducted from assets to which they apply – valuation allowance for deferred income taxes:
December 31, 2015	$	119,117	$	9,381		$	(149	)	$	(4,206	)	$	124,143
December 31, 2014	$	137,961	$	(10,437	)	$	(7,062	)	$	(1,345	)	$	119,117
December 31, 2013	$	134,761	$	6,640		$	(2,212	)	$	(1,228	)	$	137,961

____________

(1) Adjustment to reconcile actual net operating loss carry forwards to prior year tax accrued, utilization of net operating loss carry forwards, which were fully reserved, adjustment for net operating loss relating to sale of business and pension plan adjustment.

(b) Exhibits

The exhibits listed on the accompanying Exhibits Index are filed as a part of this report.

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Other Events (Notes)

12 Months Ended

Dec. 31, 2015

Other Events [Abstract]

Other Events [Text Block]

21. Other Events

The Special Committee of the Board of Directors (the “Special Committee”) and management have continued to fully cooperate with the SEC in connection with its ongoing investigation of the Company, including with respect to payments made to or on behalf of Miles Nadal and Nadal Management Limited. Mr. Nadal resigned from his position as CEO and as a Director of the Company’s Board of Directors, effective July 20, 2015, and agreed to repay to the Company specified expenses paid by the Company on his behalf and prior cash bonus awards. 

Specifically, as of December 31, 2015, Mr. Nadal repaid to the Company an aggregate amount equal to $11,285 in respect of perquisites and improper payments identified by the Special Committee. The Company recorded this amount as a reduction of office and general expenses in 2015. In addition, Mr. Nadal agreed to repay to the Company $10,582 in connection with amounts required to be repaid pursuant to cash bonus awards previously paid to Mr. Nadal, with such repayments to be made in five installments, with the last to be paid on December 31, 2017. Mr. Nadal repaid to the Company the first installment of $1,000 in September 2015 and the second installment of $1,500 in December 2015. The Company recorded a charge of approximately  $5,338 in 2015 for the balance of prior cash bonus award amounts that will not be recovered.

The SEC investigation of these expenses and related matters remains ongoing. For the twelve months ended December 31, 2015, the Company has incurred $13,705 of professional expenses relating to the ongoing SEC investigation, which were offset by $1,000 of proceeds from insurance.

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Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Subsidiary and Equity Investment Stock Transaction, Policy [Policy Text Block]

Subsidiary and Equity Investment Stock Transactions. Transactions involving the purchase, sale or issuance of stock of a subsidiary where control is maintained are recorded as a reduction in the redeemable noncontrolling interests or noncontrolling interests, as applicable. Any difference between the purchase price and noncontolling interest is recorded to additional paid-in capital. In circumstances where the purchase of shares of an equity investment results in obtaining control, the existing carrying value of the investment is remeasured to the acquisition date fair value and any gain or loss is recognized in results of operations.

Consolidation

Principles of Consolidation.  The accompanying consolidated financial statements include the accounts of MDC Partners Inc. and its domestic and international controlled subsidiaries that are not considered variable interest entities, and variable interest entities for which the Company is the primary beneficiary. Intercompany balances and transactions have been eliminated in consolidation.

Use of Estimates

Use of Estimates.  The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities including goodwill, intangible assets, contingent deferred acquisition consideration, valuation allowances for receivables, deferred tax assets and the amounts of revenue and expenses reported during the period. These estimates are evaluated on an ongoing basis and are based on historical experience, current conditions and various other assumptions believed to be reasonable under the circumstances. Actual results could differ from these estimates.

Fair Value Measurement

Fair Value.  The Company applies the fair value measurement guidance of the Financial Accounting Standards Board (the “FASB”) Accounting Standards Codification (the “ASC”) Topic 820, Fair Value Measurements, for financial assets and liabilities that are required to be measured at fair value and for nonfinancial assets and liabilities that are not required to be measured at fair value on a recurring basis, including goodwill and other identifiable intangible assets. The measurement of fair value requires the use of techniques based on observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. The inputs create the following fair value hierarchy:

• Level 1 - Quoted prices for identical instruments in active markets.

• Level 2 - Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations where inputs are observable or where significant value drivers are observable.

• Level 3 - Instruments where significant value drivers are unobservable to third parties.

When available, the Company uses quoted market prices to determine the fair value of its financial instruments and classifies such items in Level 1. In some cases, quoted market prices are used for similar instruments in active markets and the Company classifies such items in Level 2.

Concentration Risk, Credit Risk

Concentration of Credit Risk.  The Company provides marketing communications services to clients who operate in most industry sectors. Credit is granted to qualified clients in the ordinary course of business. Due to the diversified nature of the Company’s client base, the Company does not believe that it is exposed to a concentration of credit risk. No client accounted for more than 10% of the Company’s consolidated accounts receivable as of December 31, 2015 and 2014. No clients accounted for 10% of the Company's revenue in each of the years ended December 31, 2015, 2014, and 2013.

Cash and Cash Equivalents

Cash and Cash Equivalents.  The Company’s cash equivalents are primarily comprised of investments in overnight interest-bearing deposits, commercial paper and money market instruments and other short-term investments with original maturity dates of three months or less at the time of purchase. The Company has a concentration of credit risk in that there are cash deposits in excess of federally insured amounts.

Cash in Trust, Policy [Policy Text Block]

Cash in Trust. A subsidiary of the Company holds restricted cash in trust accounts related to funds received on behalf of clients.  Such amounts are held in escrow under depositary service agreements and distributed at the direction of the clients.  The funds are presented as a corresponding liability on the balance sheet.

Premiums Receivable, Allowance for Doubtful Accounts, Estimation Methodology

Allowance for Doubtful Accounts.  Trade receivables are stated at invoiced amounts less allowances for doubtful accounts. The allowances represent estimated uncollectible receivables associated with potential customer defaults usually due to customers’ potential insolvency. The allowances include amounts for certain customers where a risk of default has been specifically identified. The assessment of the likelihood of customer defaults is based on various factors, including the length of time the receivables are past due, historical experience and existing economic conditions.

Expenditures Billable To Clients

Expenditures Billable to Clients.  Expenditures billable to clients consist principally of outside vendor costs incurred on behalf of clients when providing advertising, marketing and corporate communications services that have not yet been invoiced to clients. Such amounts are invoiced to clients at various times over the course of the production process.

Property, Plant and Equipment

Fixed Assets.  Fixed assets are stated at cost, net of accumulated depreciation. Computers, furniture and fixtures are depreciated on a straight-line basis over periods of three to seven years. Leasehold improvements are depreciated on a straight-line basis over the lesser of the term of the related lease or the estimated useful life of the asset. Repairs and maintenance costs are expensed as incurred.

Impairment Of Long Lived Assets

Impairment of Long-lived Assets.  In accordance with the FASB ASC, a long-lived asset or asset group is tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. When such events occur, the Company compares the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset or asset group to the carrying amount of such asset or asset group. If this comparison indicates that there is an impairment, the amount of the impairment is typically calculated using discounted expected future cash flows where observable fair values are not readily determinable. The discount rate applied to these cash flows is based on the Company’s weighted average cost of capital, risk adjusted where appropriate.

Equity Method Investments

Equity Method Investments.  The equity method is used to account for investments in entities in which the Company has an ownership interest of less than 50% and has significant influence, or joint control by contractual arrangement, (i) over the operating and financial policies of the affiliate or (ii) has an ownership interest greater than 50%; however, the substantive participating rights of the noncontrolling interest shareholders preclude the Company from exercising unilateral control over the operating and financial policies of the affiliate. The Company’s investments accounted for using the equity method include a 30% undivided interest in a real estate joint venture and various interests in investment funds. In 2013, the Company recorded a distribution of $3,096 from this real estate joint venture, of which $3,058 was in excess of the Company's carrying amount and has been recorded as a gain in equity in earnings of non-consolidated affiliates. The Company’s management periodically evaluates these investments to determine if there has been a decline in value that is other than temporary. These investments are included in investments in non-consolidated affiliates.

During the year ended December 31, 2015, the Company sold its ownership in one of these equity method investments for $2,094 and recognized a gain of $1,086 in Other income.

Cost Method Investments

Cost Method Investments.  From time to time, the Company makes non-material cost based investments in start-up advertising technology companies and innovative consumer product companies where the Company does not exercise significant influence over the operating and financial policies of the investee. The total net cost basis of these investments, which is included in Other Assets on the balance sheet, as of December 31, 2015 and 2014 was $11,763 and $10,196, respectively. These investments are periodically evaluated to determine whether a significant event or change in circumstances has occurred that may impact the fair value of each investment other than temporary declines below book value. A variety of factors are considered when determining if a decline is other than temporary, including, among others, the financial condition and prospects of the investee, as well as the Company’s investment intent.

During the year ended December 31, 2015, the Company sold its ownership in six of these cost method investments for an aggregate purchase price of $11,364 and recognized a gain of $5,440 in Other income.

In addition, the Company's partner agencies may receive minority equity interests from start-up companies in lieu of fees. During the year ended December 31, 2014, the Company liquidated two such equity interest positions in exchange for an aggregate purchase price equal to $8,248. The purchasers of these equity investments were current investors in such entities and two executive officers of our subsidiary partner agencies.

Goodwill and Intangible Assets, Goodwill

Goodwill and Indefinite Lived Intangible.  In accordance with the FASB ASC topic, Goodwill and Other Intangible Assets, goodwill and indefinite life intangible assets (trademarks) acquired as a result of a business combination which are not subject to amortization are tested for impairment annually as of October 1st of each year, or more frequently if indicators of potential impairment exist.

For goodwill, impairment is assessed at the reporting unit level. Each Partner Firm is a component business of the Advertising and Communications Segment. Partner Firms that share similar economic characteristics are aggregated into single reporting units.

The Partner Firms within each of the reporting units provide similar services and serve similar clients across various industries, and in many cases the same clients. The main economic components of each Partner Firm are employee compensation and related costs, direct service costs, and office and general costs.

The Company has the option of assessing qualitative factors to determine whether it is more likely than not that the carrying amount of a reporting unit exceeds its fair value or performing the two-step goodwill impairment test. Qualitative factors considered in the assessment include industry and market considerations, the competitive environment, overall financial performance, changing cost factors such as labor costs, and other factors specific to each reporting unit such as change in management or key personnel.

If the Company elects to perform the qualitative assessment and concludes that it is more likely than not that the fair value of the reporting unit is more than its carrying amount, then goodwill is not considered impaired and the two-step goodwill impairment test is not necessary. For reporting units for which the qualitative assessment concludes that it is more likely than not that the fair value of the reporting unit is less than its carrying amount and for reporting units for which the qualitative assessment is not performed, the Company will perform the first step of the goodwill impairment test, which compares the fair value of the reporting unit to its carrying amount. If the fair value of the reporting unit exceeds the carrying amount of the net assets assigned to that reporting unit, goodwill is not considered impaired and additional analysis is not required. However, if the carrying amount of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, then the second step of the goodwill impairment test must be performed to determine the implied fair value of the reporting unit's goodwill. If the Company determines during the second step that the carrying amount of a reporting unit's goodwill exceeds its implied fair value, an impairment loss equal to the difference is recorded.

Determining the fair value of a reporting unit involves the use of significant estimates and assumptions. The Company's goodwill impairment test uses the income approach to estimate a reporting unit's fair value. The income approach is based on a discounted cash flow (“DCF”) method. The DCF method requires the exercise of significant judgment, including judgment about the amount and timing of expected future cash flows, assumed terminal value and appropriate discount rates.

The DCF estimates incorporate expected cash flows that represent a spectrum of the amount and timing of possible cash flows of each reporting unit from a market participant perspective. The expected cash flows are developed as part of the Company's routine long-range planning process using projections of revenue and expenses and related cash flows based on assumed long-term growth rates and demand trends and appropriate discount rates based on a reporting units weighted average cost of capital (“WACC”) as determined by considering the observable weighted average cost of capital of comparable companies and factors specific to the reporting unit (for example, size). The terminal value is estimated using a constant growth method which requires an assumption about the expected long-term growth rate. The estimates are based on historical data and experience, industry projections, economic conditions, and the Company's expectations.

The Company's reporting units vary in size with respect to revenue and operating profits. These differences drive variations in fair value of the reporting units. In addition, these differences as well as differences in book value, including goodwill, cause variations in the amount by which fair value exceeds the carrying amount of the reporting units. The reporting unit goodwill balances vary by reporting unit primarily because it relates specifically to the Partner Firm's goodwill which was determined at the date of acquisition.

For the 2014 annual impairment assessment the Company had ten reporting units. Three were subject to the qualitative assessment and seven were subject to the two-step test. The Company concluded that there were no goodwill impairments.

During the fourth quarter of 2015, the Company implemented organization changes that resulted in changes to the reporting units. For the 2015 annual impairment assessment, the Company had 13 reporting units. All of the reporting units were subject to the two-step test. As a result of the changes in the reporting units, the Company performed the 2015 goodwill impairment testing on both the previous and new reporting unit structure. The Company concludes that there were no goodwill impairments under both the old and new reporting unit structures.

For the 2015 goodwill impairment testing, the Company used several assumptions. The Company assumed a 3% long-term growth rate and used the Gordon Growth model to calculate the terminal value. In addition, the range of assumptions for the WACC were 8.92% to 11.95%. The fair value of all reporting units were in excess of the carrying amount and as a result there was no impairment of goodwill. The range of the excess of the fair value over the carrying amount was from 7% to over 100%, where the fair value of nine of the reporting units were significantly in excess of the carrying amounts. The Company performed a sensitivity analysis which included an increased WACC of 100 basis points. Based on the results of that analysis, one reporting unit, which is comprised of the marketing experiential businesses, would be at risk of failing. The Company believes the estimates and assumptions used in the calculations are reasonable. However, if there was an adverse change in the facts and circumstances, then an impairment charge may be necessary in the future. The Company will monitor its reporting units to determine if there is an indicator of potential impairment. Should the fair value of any of the Company's reporting units fall below its carrying amount because of reduced operating performance, market declines, changes in the discount rate, or other conditions, charges for impairment may be necessary.

Intangible Assets, Finite-Lived

Definite Lived Intangible Assets.  In accordance with the FASB ASC, acquired intangibles are subject to amortization over their useful lives. The method of amortization selected reflects the pattern in which the economic benefits of the specific intangible asset is consumed or otherwise used up. If that pattern cannot be reliably determined, a straight-line amortization method is used over the estimated useful life. Intangible assets that are subject to amortization are reviewed for potential impairment at least annually or whenever events or circumstances indicate that carrying amounts may not be recoverable. See also Note 8.

Deferred Taxes

Deferred Taxes.  The Company uses the asset and liability method of accounting for income taxes. Deferred income taxes are provided for the temporary difference between the financial reporting basis and tax basis of the Company’s assets and liabilities. Deferred tax benefits result principally from certain tax carryover benefits and from recording certain expenses in the financial statements that are not currently deductible for tax purposes and from differences between the tax and book basis of assets and liabilities recorded in connection with acquisitions. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax liabilities result principally from deductions recorded for tax purposes in excess of that recorded in the financial statements or income for financial statement purposes in excess of the amount for tax purposes. The effect of changes in tax rates is recognized in the period the rate change is enacted.

Business Combinations

BusinessCombinations. Business combinationsare accounted for using the acquisition method and accordingly, the assets acquired (including identified intangible assets), the liabilities assumed and any noncontrolling interest in the acquired business are recorded at their acquisition date fair values. The Company's acquisition model typically provides for an initial payment at closing and for future additional contingent purchase price obligations. Contingent purchase price obligations are recorded as deferred acquisition consideration on the balance sheet at the acquisition date fair value and are remeasured at each reporting period. Changes in such estimated values are recorded in the results of operations. For the years ended December 31, 2015, 2014 and 2013, $36,344, $16,467 and $35,914, respectively, related to changes in estimated value was recorded as operating expenses. For further information, see Note 14 and Note 13. For the year ended December 31, 2015, 2014, and 2013, $2,912, $6,133 and $2,066, respectively, of acquisition related costs were charged to operations.

For each acquisition, the Company undertakes a detailed review to identify other intangible assets and a valuation is performed for all such identified assets. The Company uses several market participant measurements to determine estimated value. This approach includes consideration of similar and recent transactions, as well as utilizing discounted expected cash flow methodologies. Like most service businesses, a substantial portion of the intangible asset value that the Company acquires is the specialized know-how of the workforce, which is treated as part of goodwill and is not required to be valued separately. The majority of the value of the identifiable intangible assets acquired is derived from customer relationships, including the related customer contracts, as well as trade names. In executing the Company’s overall acquisition strategy, one of the primary drivers in identifying and executing a specific transaction is the existence of, or the ability to, expand the existing client relationships. The expected benefits of the Company’s acquisitions are typically shared across multiple agencies and regions.

Redeemable Noncontrolling Interest

Redeemable Noncontrolling Interests.  Many of the Company’s acquisitions include contractual arrangements where the noncontrolling shareholders have an option to purchase, or may require the Company to purchase, such noncontrolling shareholders' incremental ownership interests under certain circumstances and the Company has similar call options under the same contractual terms. The amount of consideration under these contractual arrangements is not a fixed amount, but rather is dependent upon various valuation formulas as described in Note 16. In the event that an incremental purchase may be required of the Company, the amounts are recorded as Redeemable Noncontrolling Interests in mezzanine equity on the balance sheet at their acquisition date fair value and adjusted for changes to their estimated redemption value through additional paid-in capital (but not less than their initial redemption value), except for foreign currency translation adjustments. These adjustments will not impact the calculation of earnings (loss) per share.

If the estimated redemption value is in excess of the fair value of the noncontrolling interests, the Company records a charge to income attributable to noncontrolling interests. For the three years ended December 31, 2015, 2014, and 2013, there were no charges to income attributable to noncontrolling interests. Changes in the estimated redemption amounts of the redeemable noncontrolling interests are adjusted at each reporting period with a corresponding adjustment to equity. These adjustments will not impact the calculation of earnings (loss) per share.

Variable Interest Entity

Variable Interest Entity.  Effective March 28, 2012, the Company invested in Doner Partners LLC (“Doner”). The Company acquired a 30% voting interest and convertible preferred interests that allow the Company to increase ordinary voting ownership to 70% at the Company’s option. The Company has determined that (i) this entity is a variable interest entity and (ii) the Company is the primary beneficiary because it receives a disproportionate share of profits and losses as compared to its ownership percentage. As such, Doner is consolidated for all periods subsequent to the date of investment.

The Company’s Credit Agreement (see Note 11) is guaranteed and secured by all of Doner’s assets.

Total assets and total liabilities of Doner included in the Company’s consolidated balance sheet at December 31, 2015 and 2014, were $122,558 and $86,047, and $223,305 and $192,340, respectively.

Guarantees, Indemnifications and Warranties

Guarantees.  Guarantees issued or modified by the Company to third parties after January 1, 2003 are generally recognized, at the inception or modification of the guarantee, as a liability for the obligations it has undertaken in issuing the guarantee, including its ongoing obligation to stand ready to perform over the term of the guarantee in the event that the specified triggering events or conditions occur. The initial measurement of that liability is the fair value of the guarantee. The recognition of the liability is required even if it is not probable that payments will be required under the guarantee. The Company’s liability associated with guarantees is not significant. (See Note 16.)

Revenue Recognition

Revenue Recognition.  The Company’s revenue recognition policies are established in accordance with the Revenue Recognition topics of the FASB ASC, and accordingly, revenue is recognized when all of the following criteria are satisfied: (i) persuasive evidence of an arrangement exists; (ii) the selling price is fixed or determinable; (iii) services have been performed or upon delivery of the products when ownership and risk of loss has transferred to the client; and (iv) collection of the resulting receivable is reasonably assured.

The Company follows the Multiple-Element Arrangement topic of the FASB ASC, which addresses certain aspects of the accounting by a vendor for arrangements under which it will perform multiple revenue-generating activities and how to determine whether an arrangement involving multiple deliverables contains more than one unit of accounting.

The Company follows the Principal Agent Consideration topic of the FASB ASC which addresses (i) whether revenue should be recorded at the gross amount billed because it has earned revenue from the sale of goods or services, or recorded at the net amount retained because it has earned a fee or commission, and (ii) that reimbursements received for out-of-pocket expenses incurred should be characterized in the income statement as revenue. Accordingly, the Company has included such reimbursed expenses in revenue.

The Company earns revenue from agency arrangements in the form of retainer fees or commissions; from short-term project arrangements in the form of fixed fees or per diem fees for services; and from incentives or bonuses.

Non-refundable retainer fees are generally recognized on a straight-line basis over the term of the specific customer arrangement. Commission revenue is earned and recognized upon the placement of advertisements in various media when the Company has no further performance obligations. Fixed fees for services are recognized upon completion of the earnings process and acceptance by the client. Per diem fees are recognized upon the performance of the Company’s services. In addition, for a limited number of certain service transactions, which require delivery of a number of service acts, the Company uses the proportional performance model, which generally results in revenue being recognized based on the straight-line method.

Fees billed to clients in excess of fees recognized as revenue are classified as Advanced Billings on the Company's balance sheet.

A small portion of the Company’s contractual arrangements with customers includes performance incentive provisions, which allow the Company to earn additional revenue as a result of its performance relative to both quantitative and qualitative goals. The Company recognizes the incentive portion of revenue under these arrangements when specific quantitative goals are assured, or when the Company’s clients determine performance against qualitative goals has been achieved. In all circumstances, revenue is only recognized when collection is reasonably assured. The Company records revenue net of sales and other taxes due to be collected and remitted to governmental authorities.

Cost Of Services Sold

Cost of Services Sold.  Cost of services sold do not include depreciation charges for fixed assets.

Interest Expense

Interest Expense.  Interest expense primarily consists of the cost of borrowing on the Company's 6.75% Senior Notes due 2020 (the “6.75% Notes”) and the Company's $325 million senior secured revolving credit agreement due 2019 (the “Credit Agreement”). The Company uses the effective interest method to amortize the deferred financing costs and original issue premium on the 6.75% Notes. The Company also uses the straight-line method to amortize the deferred financing costs on the Credit Agreement. For the years ended December 31, 2015, 2014, and 2013, interest expense included $2,543, $2,186, and $232, respectively, relating to present value adjustments for fixed deferred acquisition consideration payments.

Share-based Compensation, Option and Incentive Plans

Stock-Based Compensation.  Under the fair value method, compensation cost is measured at fair value at the date of grant and is expensed over the service period, in this case the award’s vesting period. When awards are exercised, share capital is credited by the sum of the consideration paid together with the related portion previously credited to additional paid-in capital when compensation costs were charged against income or acquisition consideration.

The Company uses its historical volatility derived over the expected term of the award to determine the volatility factor used in determining the fair value of the award.

Stock-based awards that are settled in cash, or may be settled in cash at the option of employees, are recorded as liabilities. The measurement of the liability and compensation cost for these awards is based on the fair value of the award, and is recorded in operating income over the service period, in this case the awards vesting period. Changes in the Company’s payment obligation prior to the settlement date of a stock-based award are recorded as compensation cost in operating income in the period of the change. The final payment amount for such awards is established on the date of the exercise of the award by the employee.

Stock-based awards that are settled in cash or equity at the option of the Company are recorded at fair value on the date of grant and recorded as additional paid-in capital. The fair value measurement of the compensation cost for these awards is based on using the Black-Scholes option pricing-model and is recorded in operating income over the service period, in this case the award's vesting period.

For the years ended December 31, 2015, 2014, and 2013, the Company issued no stock options or similar awards.

During the year ended December 31, 2011, the Company issued Equity Value Appreciation Awards to its employees. During 2013, these awards resulted in the issuance of up to 1,917,000 restricted stock units and restricted stock shares. The Company measured the fair value of these awards using a lattice based model (Monte Carlo) on the date of grant. The Company used the following assumptions in calculating the fair value under the lattice model; risk free rate 1.2%, volatility 31.7%, time to maturity 2.9 years, the weighted average fair value of the awards granted was $9.37.

It is the Company’s policy for issuing shares upon the exercise of an equity incentive award to verify the amount of shares to be issued, as well as the amount of proceeds to be collected (if any) and to deliver new shares to the exercising party.

The Company has adopted the straight-line attribution method for determining the compensation cost to be recorded during each accounting period. However, awards based on performance conditions are recorded as compensation expense when the performance conditions are expected to be met. The fair value at the grant date for performance based awards granted in 2015, 2014, and 2013 was $1,741, $3,026, and $2,699, respectively.

The Company treats benefits paid by shareholders or equity members to employees as a stock-based compensation charge with a corresponding credit to additional paid-in capital.

From time to time, certain acquisitions and step-up transactions include an element of compensation related payments. The Company accounts for those payments as stock-based compensation.

Pension and Other Postretirement Plans

Pension Costs.  Several of the Company’s US and Canadian subsidiaries offer employees access to certain defined contribution pension programs. Under the defined contribution plans, these subsidiaries, in some cases, make annual contributions to participants’ accounts which are subject to vesting. The Company’s contribution expense pursuant to these plans was $6,731, $7,503 and $6,145 for the years ended December 31, 2015, 2014, and 2013, respectively. The Company also has a defined benefit plan. See Note 18.

Earnings Per Share

Income (loss) per Common Share.  Basic income (loss) per share is based upon the weighted average number of common shares outstanding during each period, including the “Share capital to be issued” as reflected in the Shareholders’ Equity on the balance sheet. Diluted income (loss) per share is based on the above, plus, if dilutive, common share equivalents, which include outstanding options, stock appreciation rights, and restricted stock units.

Foreign Currency Transactions and Translations

Foreign Currency Translation.  The Company’s financial statements were prepared in accordance with the requirements of the Foreign Currency Translation topic of the FASB ASC. The functional currency of the Company is the Canadian Dollar and it has decided to use US Dollars as its reporting currency for consolidated reporting purposes. Generally, the Company’s subsidiaries use their local currency as their functional currency. Accordingly, the currency impacts of the translation of the balance sheets of the Company’s non-US Dollar based subsidiaries to US Dollar statements are included as cumulative translation adjustments in accumulated other comprehensive income. Translation of intercompany debt, which is not intended to be repaid, is included in cumulative translation adjustments. Cumulative translation adjustments are not included in net earnings unless they are actually realized through a sale or upon complete, or substantially complete, liquidation of the Company’s net investment in the foreign operation. Translation of current intercompany balances are included in net earnings. The balance sheets of non-US Dollar based subsidiaries are translated at the period end rate. The income statements of non-US Dollar based subsidiaries are translated at average exchange rates for the period.

Gains and losses arising from the Company’s foreign currency transactions are reflected in net earnings. Unrealized gains or losses arising on the translation of certain intercompany foreign currency transactions that are of a long-term nature (that is settlement is not planned or anticipated in the future) are included as cumulative translation adjustments in accumulated other comprehensive income.

Derivatives, Reporting of Derivative Activity

Derivative Financial Instruments.  The Company follows the Accounting for Derivative Instruments and Hedging Activities topic of the FASB ASC, which establishes accounting and reporting standards requiring that every derivative instrument (including certain derivative instruments embedded in other contracts and debt instruments) be recorded on the balance sheet as either an asset or liability measured at its fair value. The accounting for the change in fair value of the derivative depends on whether the instrument qualifies for and has been designated as a hedging relationship and on the type of hedging relationship. There are three types of hedging relationships: (i) a cash flow hedge, (ii) a fair value hedge, and (iii) a hedge of foreign currency exposure of a net investment in a foreign operation. The designation is based upon the exposure being hedged. Derivatives that are not hedges, or become ineffective hedges, must be adjusted to fair value through earnings.

New Accounting Pronouncements

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Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2015

Accounting Policies [Abstract]

Redeemable Noncontrolling Interest

The following table presents changes in Redeemable Noncontrolling Interests.

	Years Ended December 31,
	2015			2014			2013
Beginning Balance as of January 1,	$	194,951		$	148,534		$	117,953
Redemptions	(155,042		)	(4,820		)	(4,270		)
Granted (1)	7,703			13,327			—
Changes in redemption value	22,809			38,850			35,689
Currency translation adjustments	(950		)	(940		)	(838		)
Ending Balance as of December 31,	$	69,471		$	194,951		$	148,534

(1) Grants in 2015 consisted of transfers from noncontrolling interests related to step-up transactions and new acquisitions.

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Loss per Common Share (Tables)

12 Months Ended

Dec. 31, 2015

Earnings Per Share [Abstract]

Schedule of Calculation of Numerator and Denominator in Earnings Per Share

The following table sets forth the computation of basic and diluted loss per common share from continuing operations for the years ended December 31:

	2015			2014			2013
Numerator
Numerator for diluted loss per common share – income (loss) from continuing operations	$	(22,022	)	$	4,093		$	(133,202	)
Net income attributable to the noncontrolling interests	(9,054		)	(6,890		)	(6,461		)
Loss attributable to MDC Partners Inc. common shareholders from continuing operations	(31,076		)	(2,797		)	(139,663		)
Effect of dilutive securities	—			—			—
Numerator for diluted loss per common share – loss attributable to MDC Partners Inc. common shareholders from continuing operations	$	(31,076	)	$	(2,797	)	$	(139,663	)
Denominator
Denominator for basic loss per common share – weighted average common shares	49,875,282			49,545,350			47,108,406
Effect of dilutive securities:
Dilutive potential common shares	—			—			—
Denominator for diluted loss per common share – adjusted weighted shares and assumed conversions	49,875,282			49,545,350			47,108,406
Basic and Diluted loss per common share from continuing operations	$	(0.62	)	$	(0.06	)	$	(2.96	)

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Acquisitions (Tables)

12 Months Ended

Dec. 31, 2015

Business Combinations [Abstract]

Schedule of Net Income (Loss) Attributable to Parent and Transfers to and from Noncontrolling Interest

Changes in the Company’s ownership interests in our less than 100% owned subsidiaries during the three years ended December 31, were as follows:

Net Loss Attributable to MDC Partners Inc. and

Transfers (to) from the Noncontrolling Interests

	Year Ended December 31,
	2015			2014			2013
Net loss attributable to MDC Partners Inc.	$	(37,357	)	$	(24,057	)	$	(148,863	)
Transfers (to) from the noncontrolling interests
Increase (decrease) in MDC Partners Inc. paid-in capital for purchase of equity interests in excess of noncontrolling interests and redeemable noncontrolling interests	(42,780		)	(8,992		)	11,074
Net transfers (to) from noncontrolling interests	$	(42,780	)	$	(8,992	)	$	11,074
Change from net loss attributable to MDC Partners Inc. and transfers (to) from noncontrolling interests	$	(80,137	)	$	(33,049	)	$	(137,789	)

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Fixed Assets (Tables)

12 Months Ended

Dec. 31, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

The following is a summary of the Company’s fixed assets as of December 31:

	2015							2014
	Cost		Accumulated Depreciation			Net Book Value		Cost		Accumulated Depreciation			Net Book Value
Computers, furniture and fixtures	$	87,213	$	(62,901	)	$	24,312	$	91,272	$	(65,451	)	$	25,821
Leasehold improvements	72,898		(33,653		)	39,245		64,051		(29,632		)	34,419
	$	160,111	$	(96,554	)	$	63,557	$	155,323	$	(95,083	)	$	60,240

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Accrued and Other Liabilities (Tables)

12 Months Ended

Dec. 31, 2015

Accrued Liabilities and Other Liabilities [Abstract]

Accrued and Other Liabilities Disclosure

Changes in noncontrolling interest amounts included in accrued and other liabilities for the three years ended December 31, were as follows:

	Noncontrolling Interests
Balance at December 31, 2012	$	3,624
Income attributable to noncontrolling interests	6,461
Distributions made	(5,525		)
Other(1)	650
Balance at December 31, 2013	$	5,210
Income attributable to noncontrolling interests	6,890
Distributions made	(6,523		)
Other(1)	437
Balance at December 31, 2014	$	6,014
Income attributable to noncontrolling interests	9,054
Distributions made	(9,503		)
Other(1)	(92		)
Balance at December 31, 2015	$	5,473

(1) Other consists primarily of step-up transactions, discontinued operations and cumulative translation adjustments.

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Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Goodwill

8. Goodwill and Intangible Assets

As of December 31, the gross and net amounts of acquired intangible assets were as follows:

Goodwill	Advertising and Communications
Balance at December 31, 2013	$	744,333
Acquired goodwill	149,234
Discontinued operations	(27,706		)
Acquisition purchase price adjustments	(3,170		)
Foreign currency translation	(11,318		)
Balance at December 31, 2014	$	851,373
Acquired goodwill	43,654
Acquisition purchase price adjustments	(2,428		)
Foreign currency translation	(22,298		)
Balance at December 31, 2015	$	870,301

	For the Year Ended December 31,
Intangible Assets	2015			2014
Trademarks (indefinite life)	$	17,780		$	17,780
Customer relationships – gross	$	135,919		$	133,409
Less accumulated amortization	(97,604		)	(83,475		)
Customer relationships – net	$	38,315		$	49,934
Other intangibles – gross	$	33,638		$	31,408
Less accumulated amortization	(17,351		)	(13,001		)
Other intangibles – net	$	16,287		$	18,407
Total intangible assets	$	187,337		$	182,597
Less accumulated amortization	(114,955		)	(96,476		)
Total intangible assets – net	$	72,382		$	86,121

Schedule of Intangible Assets and Goodwill

	For the Year Ended December 31,
Intangible Assets	2015			2014
Trademarks (indefinite life)	$	17,780		$	17,780
Customer relationships – gross	$	135,919		$	133,409
Less accumulated amortization	(97,604		)	(83,475		)
Customer relationships – net	$	38,315		$	49,934
Other intangibles – gross	$	33,638		$	31,408
Less accumulated amortization	(17,351		)	(13,001		)
Other intangibles – net	$	16,287		$	18,407
Total intangible assets	$	187,337		$	182,597
Less accumulated amortization	(114,955		)	(96,476		)
Total intangible assets – net	$	72,382		$	86,121

Finite-lived Intangible Assets Amortization Expense

he estimated amortization expense for the five succeeding years is as follows:

Year	Amortization
2016	$	18,532
2017	$	12,363
2018	$	9,530
2019	$	6,796
2020	$	2,791

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2015

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign

9. Income Taxes

The components of the Company’s income (loss) from continuing operations before income taxes and equity in earnings of non-consolidated affiliates by taxing jurisdiction for the years ended December 31, were:

	2015			2014			2013
Income (Loss):
US	$	23,180		$	46,728		$	21,661
Non-US	(40,596		)	(31,619		)	(159,511		)
	$	(17,416	)	$	15,109		$	(137,850	)

Schedule Of Components Of Income Taxes Provision Benefit

The provision (benefit) for income taxes by taxing jurisdiction for the years ended December 31, were:

	2015			2014			2013
Current tax provision
US federal	$	—		$	—		$	—
US state and local	1,375			907			213
Non-US	2,465			552			847
	3,840			1,459			1,060
Deferred tax provision (benefit):
US federal	6,944			13,402			7,505
US state and local	3,195			1,971			1,027
Non-US	(8,315		)	(4,410		)	(13,959		)
	1,824			10,963			(5,427		)
Income tax provision (benefit)	$	5,664		$	12,422		$	(4,367	)

Schedule of Effective Income Tax Rate Reconciliation

A reconciliation of income tax expense (benefit) using the statutory Canadian federal and provincial income tax rate compared with actual income tax expense for the years ended December 31, is as follows:

	2015			2014			2013
Income (loss) from continuing operations before income taxes, equity in non-consolidated affiliates and noncontrolling interest	$	(17,416	)	$	15,109		$	(137,850	)
Statutory income tax rate	26.5		%	26.5		%	26.5		%
Tax expense (benefit) using statutory income tax rate	(4,615		)	4,004			(36,530		)
State and foreign taxes	3,524			1,459			1,060
Non-deductible stock-based compensation	3,354			1,982			24,357
Other non-deductible expense	(2,102		)	2,151			942
Change to valuation allowance on items affecting taxable income	5,468			2,003			6,952
Effect of the difference in federal and statutory rates	1,906			2,222			(15		)
Noncontrolling interests	(2,399		)	(1,826		)	(1,712		)
Other, net	528			427			579
Income tax expense (benefit)	$	5,664		$	12,422		$	(4,367	)
Effective income tax rate	(32.5		)%	82.2		%	(3.2		)%

Schedule of Deferred Tax Assets and Liabilities

The tax effects of significant temporary differences representing deferred tax assets and liabilities at December 31, were as follows:

	2015			2014
Deferred tax assets:
Capital assets and other	$	43,031		$	45,496
Net operating loss carry forwards	37,490			39,525
Interest deductions	17,347			17,456
Refinancing charge	144			5,176
Deferred acquisition consideration	16,197			5,204
Stock compensation	3,033			1,561
Pension plan	3,770			3,597
Unrealized foreign exchange	15,548			6,954
Capital loss carry forwards	10,630			14,834
Accounting reserves	6,700			5,135
Gross deferred tax asset	153,890			144,938
Less: valuation allowance	(124,143		)	(119,117		)
Net deferred tax assets	29,747			25,821
Deferred tax liabilities:
Deferred finance charges	(323		)	(386		)
Capital assets and other	(797		)	(396		)
Goodwill amortization	(91,724		)	(77,603		)
Total deferred tax liabilities	(92,844		)	(78,385		)
Net deferred tax asset (liability)	$	(63,097	)	$	(52,564	)
Disclosed as:
Deferred tax assets	$	29,747		$	25,480
Deferred tax liabilities	(92,844		)	(78,044		)
	$	(63,097	)	$	(52,564	)

Schedule Of Changes In Tax Reserve

Changes in the Company’s reserve is as follows:
Balance at December 31, 2012	$	3,073
Charges to income tax expense	—
Balance at December 31, 2013	3,073
Charges to income tax expense	—
Balance at December 31, 2014	3,073
Charges to income tax expense	960
Settlement of uncertainty	(428		)
Balance at December 31, 2015	$	3,605

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Discontinued Operations Discounted Groups, Including Discontinued Operations (Tables)

12 Months Ended

Dec. 31, 2015

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations [Table Text Block]

Included in discontinued operations in the Company’s consolidated statements of operations for the years ended December 31, were the following:

	Years Ended December 31,
	2015			2014			2013
Revenue	$	27,025		$	70,041		$	89,659
Operating loss	(322		)	(4,704		)	(324		)
Other expense	(752		)	(458		)	(522		)
Noncontrolling interest expense recovery	—			—			(55		)
Loss on disposal	(5,207		)	(16,098		)	(8,299		)
Net loss from discontinued operations	$	(6,281	)	$	(21,260	)	$	(9,200	)

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Debt (Tables)

12 Months Ended

Dec. 31, 2015

Debt Disclosure [Abstract]

Schedule of Debt

At December 31, the Company’s indebtedness was comprised as follows:

	2015		2014
Revolving credit agreement	$	—	$	—
6.75% Notes due 2020	735,000		735,000
Original issue premium	5,838		7,017
Note payable and other bank loans	—		—
	740,838		742,017
Obligations under capital leases	670		1,110
	741,508		743,127
Less:
Current portion	470		534
	$	741,038	$	742,593

Schedule Of Future Principal Repayments Of Long Term Debt Including Capital Lease Obligations

Future principal repayments, including capital lease obligations, for the years ended December 31, and in aggregate, are as follows:

Period	Amount
2016	$	470
2017	175
2018	10
2019	8
2020	735,007
2021 and thereafter	—
	$	735,670

Schedule of Future Minimum Lease Payments for Capital Leases

Future minimum capital lease payments for the years ended December 31 and in aggregate, are as follows:

Period	Amount
2016	$	495
2017	182
2018	10
2019	8
2020	7
2021 and thereafter	—
	702
Less: imputed interest	(32		)
	670
Less: current portion	(470		)
	$	200

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Share Capital (Tables)

12 Months Ended

Dec. 31, 2015

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Compensation, Performance Shares and Time Based Award Activity

The following table summarizes information about time based and financial performance-based restricted stock and restricted stock unit awards granted under the 2005 Incentive Plan, 2008 Key Partner Incentive Plan and 2011 Stock Incentive Plan:

	Performance Based Awards				Time Based Awards
	Shares		Weighted Average Grant Date Fair Value		Shares		Weighted Average Grant Date Fair Value
Balance at December 31, 2012	534,779		$	10.73	835,438		$	8.48
Granted	300,756		8.97		2,612,520		16.83
Vested	(353,858	)	10.63		(2,499,083	)	15.79
Forfeited	(19,011	)	7.90		(35,087	)	10.91
Balance at December 31, 2013	462,666		$	9.79	913,788		$	12.54
Granted	120,578		25.09		293,705		21.99
Vested	(497,214	)	9.62		(264,478	)	10.88
Forfeited	—		—		(26,874	)	11.52
Balance at December 31, 2014	86,030		$	23.14	916,141		$	16.36
Granted	80,000		21.76		191,155		20.42
Vested	(68,067	)	25.21		(297,794	)	12.35
Forfeited	—		—		(35,000	)	21.69
Balance at December 31, 2015	97,963		$	19.61	774,502		$	18.71

Schedule of Share-based Compensation, Stock Options, Activity

Information related to share option transactions grant under all plans over the past three years is summarized as follows:

	Options Outstanding			Options Exercisable			Non Vested Options
	Number Outstanding	Weighted Average Price per Share		Number Outstanding	Weighted Average Price per Share
Balance at December 31, 2012	112,500	$	6.35	112,500	$	6.35	—
Vested	—	—					—
Granted	—	—					—
Exercised	—	—					—
Expired and cancelled	—	—					—
Balance at December 31, 2013	112,500	$	6.03	112,500	$	6.03	—
Vested	—	—					—
Granted	—	—					—
Exercised	—	—					—
Expired and cancelled	—	—					—
Balance at December 31, 2014	112,500	$	5.70	112,500	$	5.70	—
Vested	—	—					—
Granted	—	—					—
Exercised	37,500	4.72					—
Expired and cancelled	—	—					—
Balance at December 31, 2015	75,000	$	5.28	75,000	$	5.28	—

Schedule of Share-based Compensation, Stock Appreciation Rights Award Activity

SAR’s granted and outstanding are as follows:

	SAR’s Outstanding				SAR’s Exercisable			Non Vested SAR’s
	Weighted Average Number Outstanding		Weighted Average Price per Share		Number Outstanding	Price per Share
Balance at December 31, 2012	4,633,146		$	2.49	4,633,146	$	2.49	—
Vested	—		—					—
Granted	—		—					—
Exercised	(4,633,146	)	2.49					—
Expired and cancelled	—		—					—
Balance at December 31, 2013	—		$	—	—	$	—	—
Vested	—		—					—
Granted	—		—					—
Exercised	—		—					—
Expired and cancelled	—		—					—
Balance at December 31, 2014	—		$	—	—	$	—	—
Vested	—		—					—
Granted	—		—					—
Exercised	—		—					—
Expired and cancelled	—		—					—
Balance at December 31, 2015	—		$	—	—	$	—	—

Schedule of Share-based Compensation, Equity Value Appreciation Awards Activity

Information related to EVAR transactions over the past three years is summarized as follows:

	EVARs Outstanding				EVARs Exercisable			Non Vested EVARs
	Number Outstanding		Weighted Average Issuance Price per Share		Number Outstanding	Weighted Average Issuance Price per Share
Balance at December 31, 2012	1,917,000		$	15.33	—	$	—	1,917,000
Vested	(1,917,000	)	15.33					(1,917,000	)
Granted	—		—					—
Expired and cancelled	—		—					—
Balance at December 31, 2013	—		$	—	—	$	—	—
Vested	—		—					—
Granted	—		—					—
Expired and cancelled	—		—					—
Balance at December 31, 2014	—		$	—	—	$	—	—
Vested	—		—					—
Granted	—		—					—
Expired and cancelled	—		—					—
Balance at December 31, 2015	—		$	—	—	$	—	—

Employee Stock Option

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Compensation, Activity

Share options outstanding as of December 31, 2015 are summarized as follows:

	Options Outstanding				Options Exercisable
Range of Exercise Prices	Outstanding Number	Weighted Average Contractual Life	Weighted Average Price per Share		Exercisable Number	Weighted Average Price per Share		Weighted Average Contractual Life
$4.72 – $5.83	75,000	0.92	$	5.28	75,000	$	5.28	0.92

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2015

Fair Value, Inputs, Level 1

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis

The following tables present certain information for our financial assets that is measured at fair value on a recurring basis at December 31:

	Level 1 2015				Level 1 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Liabilities:
Long-term debt	$	740,838	$	765,319	$	742,017	$	751,538

Fair Value, Inputs, Level 3

Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis

The following table presents changes in Deferred Acquisition Consideration for the years ended December 31:

	Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
	2015			2014
Beginning balance of contingent payments	$	172,227		$	151,848
Payments	(77,301		)	(61,441		)
Grants (1)	174,530			68,642
Redemption value adjustments (2)	41,636			20,816
Transfers (to) from fixed payments	—			(5,146		)
Foreign translation adjustment	(4,358		)	(2,492		)
Ending balance of contingent payments	$	306,734		$	172,227

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Segment Information (Tables)

12 Months Ended

Dec. 31, 2015

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

	For the year ended December 31, 2015
	Advertising and Communications			Corporate			Total
Revenue	$	1,326,256		$	—		$	1,326,256
Cost of services sold	879,716			—			879,716
Office and general expenses	258,809			63,398			322,207
Depreciation and amortization	50,449			1,774			52,223
Operating profit (loss)	137,282			(65,172		)	72,110
Other Income (Expense):
Other income, net							7,238
Foreign exchange loss							(39,328		)
Interest expense and finance charges, net							(57,436		)
Loss from continuing operations before income taxes and equity in earnings of non-consolidated affiliates							(17,416		)
Income tax expense							5,664
Loss from continuing operations before equity in earnings of non-consolidated affiliates							(23,080		)
Equity in earnings of non-consolidated affiliates							1,058
Loss from continuing operations							(22,022		)
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes							(6,281		)
Net loss							(28,303		)
Net income attributable to noncontrolling interests	(9,024		)	(30		)	(9,054		)
Net loss attributable to MDC Partners Inc.							$	(37,357	)
Stock-based compensation	$	15,056		$	2,740		$	17,796
Capital expenditures from continuing operations	$	23,204		$	371		$	23,575
Goodwill and intangibles	$	942,683		$	—		$	942,683
Total assets	$	1,375,372		$	214,878		$	1,590,250

	For the year ended December 31, 2014
	Advertising and Communications			Corporate			Total
Revenue	$	1,223,512		$	—		$	1,223,512
Cost of services sold	798,518			—			798,518
Office and general expenses	223,781			66,292			290,073
Depreciation and amortization	45,387			1,785			47,172
Operating profit (loss)	155,826			(68,077		)	87,749
Other Income (Expense):
Other income, net							689
Foreign exchange loss							(18,482		)
Interest expense and finance charges, net							(54,847		)
Income from continuing operations before income taxes and equity in earnings of non-consolidated affiliates							15,109
Income tax expense							12,422
Income from continuing operations before equity in earnings of non-consolidated affiliates							2,687
Equity in earnings of non-consolidated affiliates							1,406
Income from continuing operations							4,093
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes							(21,260		)
Net loss							(17,167		)
Net income attributable to noncontrolling interests	(6,890		)	—			(6,890		)
Net loss attributable to MDC Partners Inc.							$	(24,057	)
Stock-based compensation	$	12,033		$	5,663		$	17,696
Capital expenditures from continuing operations	$	25,079		$	1,337		$	26,416
Goodwill and intangibles	$	937,494		$	—		$	937,494
Total assets	$	1,368,137		$	280,753		$	1,648,890

	For the year ended December 31, 2013
	Advertising and Communications			Corporate			Total
Revenue	$	1,062,478		$	—		$	1,062,478
Cost of services sold	704,969			—			704,969
Office and general expenses	212,933			143,031			355,964
Depreciation and amortization	34,745			1,394			36,139
Operating profit (loss)	109,831			(144,425		)	(34,594		)
Other Income (Expense):
Other income, net							2,531
Foreign exchange loss							(5,516		)
Interest expense, finance charges, and loss on redemption of notes, net							(100,271		)
Loss from continuing operations before income taxes and equity in earnings of non-consolidated affiliates							(137,850		)
Income tax benefit							(4,367		)
Loss from continuing operations before equity in earnings of non-consolidated affiliates							(133,483		)
Equity in earnings of non-consolidated affiliates							281
Loss from continuing operations							(133,202		)
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes							(9,200		)
Net loss							(142,402		)
Net income attributable to noncontrolling interests	(6,459		)	(2		)	(6,461		)
Net loss attributable to MDC Partners Inc.							$	(148,863	)
Stock-based compensation	$	8,950		$	91,455		$	100,405
Capital expenditures from continuing operations	$	14,677		$	2,132		$	16,809
Goodwill and intangibles	$	800,595		$	—		$	800,595
Total assets	$	1,220,753		$	204,474		$	1,425,227

Schedule Of Fixed Assets Goodwill Intangibles Net

A summary of the Company’s long-lived assets, comprised of fixed assets, goodwill and intangibles, net, as at December 31, is set forth in the following table.

	United States		Canada		Other		Total
Long-lived Assets
2015	$	52,305	$	6,817	$	4,435	$	63,557
2014	$	48,884	$	7,099	$	4,257	$	60,240
Goodwill and Intangible Assets
2015	$	798,746	$	122,821	$	21,116	$	942,683
2014	$	759,035	$	154,349	$	24,110	$	937,494

Schedule of Revenue from External Customers and Long-Lived Assets, by Geographical Areas

A summary of the Company’s revenue as at December 31 is set forth in the following table.

	United States		Canada		Other		Total
Revenue:
2015	$	1,085,051	$	129,039	$	112,166	$	1,326,256
2014	$	993,474	$	150,390	$	79,648	$	1,223,512
2013	$	870,525	$	135,630	$	56,323	$	1,062,478

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Commitments, Contingencies and Guarantees (Tables)

12 Months Ended

Dec. 31, 2015

Commitments and Contingencies Disclosure [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases

Minimum rental commitments for the rental of office and production premises and equipment under non-cancellable leases net of sublease income, some of which provide for rental adjustments due to increased property taxes and operating costs, for the years ending December 31, 2016 and thereafter, are as follows:

Period	Amount
2016	$	39,448
2017	37,467
2018	37,055
2019	33,004
2020	30,492
2021 and thereafter	79,272
	$	256,738

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Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2015

Compensation and Retirement Disclosure [Abstract]

Schedule of Net Periodic Benefit Cost Not yet Recognized

Net periodic pension cost consists of the following components for the years ended December 31:

	Pension Benefits			Pension Benefits
	2015			2014
Service cost	$	—		$	—
Interest cost on benefit obligation	1,864			1,788
Expected return on plan assets	(2,069		)	(2,025		)
Curtailment and settlements	—			—
Amortization of prior service cost	—			—
Amortization of actuarial (gains) losses	103			—
Net periodic benefit cost (benefit)	$	(102	)	$	(237	)

Schedule of Defined Benefit Plan Amounts Recognized in Other Comprehensive Income (Loss)

Other changes in plan assets and benefit obligation recognized in Other Comprehensive Loss consist of the following components for the years ended December 31:

	Pension Benefits			Pension Benefits
	2015			2014
Curtailment/settlement	$	—		$	—
Current year actuarial (gain) loss	526			11,515
Amortization of actuarial gain (loss)	(103		)	—
Current year prior service (credit) cost	—			—
Amortization of prior service credit (cost)	—			—
Amortization of transition asset (obligation)	—			—
Total recognized in other comprehensive (income) loss	$	423		$	11,515
Total recognized in net periodic benefit cost and other comprehensive (income) loss	321			$	11,278

Schedule of Benefit Obligations in Excess of Fair Value of Plan Assets

The following table summarizes the change in benefit obligations and fair values of plan assets for the years ended December 31:

	Pension Benefits			Pension Benefits
	2015			2014
Change in benefit obligation:
Benefit obligation, Beginning balance	$	43,799		$	32,857
Service Cost	—			—
Interest Cost	1,864			1,788
Change in Mortality	—			3,287
Plan amendments	—			—
Curtailment/settlement	—			—
Actuarial (gains) losses	(2,774		)	7,681
Benefits paid	(2,593		)	(1,814		)
Benefit obligation, Ending balance	40,296			43,799
Change in plan assets:
Fair value of plan assets, Beginning balance	28,360			26,868
Actual return on plan assets	(1,232		)	1,478
Employer contributions	655			1,828
Benefits paid	(2,593		)	(1,814		)
Fair value of plan assets, Ending balance	25,190			28,360
Unfunded status	$	15,106		$	15,439

Schedule of Amounts Recognized in Balance Sheet

	Pension Benefits		Pension Benefits
	2015		2014
Noncurrent liability	$	15,106	$	15,439
Net amount recognized	$	15,106	$	15,439

Schedule of Amounts Recognized in Other Comprehensive Income (Loss)

Amounts recognized, net of tax, in Accumulated Other Comprehensive Loss consists of the following components for the years ended December 31:

	Pension Benefits		Pension Benefits
	2015		2014
Accumulated net actuarial losses	$	9,219	$	8,796
Accumulated prior service cost	—		—
Accumulated transition obligation	—		—
Amount recognized, net of tax	$	9,219	$	8,796

Schedule Of Assumptions Used To Determine Benefit Obligations

eighted average assumptions were used to determine benefit obligations as of December 31:

	Pension Benefits		Pension Benefits
	2015		2014
Discount rate	4.69	%	4.38	%
Rate of compensation increase	N/A		N/A

Schedule Of Assumptions Used To Determine Net Periodic Cost

eighted average assumptions were used to determine net periodic costs at December 31:

	Pension Benefits		Pension Benefits
	2015		2014
Discount rate	4.38	%	5.26	%
Expected return on plan assets	7.40	%	7.40	%
Rate of compensation increase	N/A		N/A

Schedule of Changes in Fair Value of Plan Assets

The Defined Benefit plan assets fall into any of three fair value classifications as defined in the FASB ASC Topic 820, Fair Value Measurements. There are no Level 3 assets held by the plan. The fair value of the plan assets as of December 31 is as follows:

	December 31, 2015		Level 1		Level 2		Level 3
Asset Category:
Money Market Fund – Short Term Investments	$	1,580	$	145	$	1,435	$	—
Common Stock	9,479		9,479		—		—
Corporate Bonds	3,834		—		3,834		—
Mutual Funds	10,006		10,006		—		—
Foreign Stock	291		291		—		—
Total	$	25,190	$	19,921	$	5,269	$	—

	December 31, 2014		Level 1		Level 2		Level 3
Asset Category:
Money Market Fund – Short Term Investments	$	982	$	251	$	731	$	—
Common Stock	11,099		11,099		—		—
Corporate Bonds	5,460		—		5,460		—
Mutual Funds	10,606		10,606		—		—
Foreign Stock	213		213		—		—
Total	$	28,360	$	22,169	$	6,191	$	—

Schedule of Allocation of Plan Assets

The pension plans weighted-average asset allocation for the years ended December 31, 2015 and 2014 are as follows:

	Target Allocation		Actual Allocation		Actual Allocation
	2015		2015		2014
Asset Category:
Equity Securities	60	%	68.0	%	65.0	%
Debt Securities	40	%	25.7	%	31.5	%
Cash/Cash Equivalents and Short Term Investments	—	%	6.3	%	3.5	%
	100	%	100	%	100	%

Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) to be Recognized over Next Fiscal Year

The estimated amounts that will be amortized in 2016 are as follows:

	Pension Benefits
Estimated Amortization:	2016
Prior service cost (credit) amortization	$	—
Net loss amortization	137
Total	$	137

Schedule of Expected Benefit Payments

The following estimated benefit payments, which reflect expected future service, as appropriate, are expected to be paid in the years ending December 31:

Period	Amount
2016	$	1,517
2017	$	1,666
2018	$	1,823
2019	$	1,832
2020	$	2,092
2021 – 2025	$	11,399

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Changes in Accumulated Other Comprehensive Income (Loss) (Tables)

12 Months Ended

Dec. 31, 2015

Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]

Schedule of Accumulated Other Comprehensive Income (Loss)

The changes in accumulated other comprehensive income (loss) for the year ended December 31 were:

	Defined Benefit Pension			Foreign Currency Translation			Total
Balance December 31, 2013	$	1,607		$	(2,404	)	$	(797	)
Other comprehensive income before reclassifications	—			3,448			3,448
Amounts reclassified from accumulated other comprehensive income (loss)	(10,403		)	—			(10,403		)
Other comprehensive income (loss)	$	(10,403	)	$	3,448		$	(6,955	)
Balance December 31, 2014	$	(8,796	)	$	1,044		$	(7,752	)
Other comprehensive income before reclassifications	—			14,432			14,432
Amounts reclassified from accumulated other comprehensive income (loss)	(423		)	—			(423		)
Other comprehensive income (loss)	(423		)	14,432			14,009
Balance December 31, 2015	$	(9,219	)	$	15,476		$	6,257

Schedule of Defined Benefit Plans Disclosures

Reclassifications for the year ended December 31, 2015 were as follows:

	2015
Amortization of defined pension plan:
Prior service cost	$	—
Actuarial losses	103
Net periodic benefit cost	103
Income tax expense	41
Net of tax	$	62

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Quarterly Results of Operations (Unaudited) (Tables)

12 Months Ended

Dec. 31, 2015

Quarterly Financial Information Disclosure [Abstract]

Schedule of Quarterly Financial Information

The following table sets forth a summary of the Company’s consolidated unaudited quarterly results of operations for the years ended December 31, in thousands of dollars, except per share amounts.

	Quarters
	First			Second		Third			Fourth
Revenue:
2015	$	302,222		$	336,606	$	328,415		$	359,013
2014	$	274,854		$	299,356	$	309,391		$	339,911
Cost of services sold:
2015	$	210,419		$	225,042	$	212,925		$	231,330
2014	$	181,468		$	188,875	$	205,549		$	222,626
Income (loss) from continuing operations:
2015	$	(23,417	)	$	31,072	$	(5,166	)	$	(24,511	)
2014	$	(7,213	)	$	19,555	$	(1,868	)	$	(6,381	)
Net income (loss) attributable to MDC Partners Inc.:
2015	$	(32,091	)	$	29,560	$	(8,604	)	$	(26,222	)
2014	$	(8,846	)	$	16,470	$	(4,922	)	$	(26,759	)
Income (loss) per common share:
Basic
Continuing operations:
2015	$	(0.52	)	$	0.57	$	(0.15	)	$	(0.52	)
2014	$	(0.17	)	$	0.36	$	(0.07	)	$	(0.17	)
Net income (loss):
2015	$	(0.65	)	$	0.60	$	(0.17	)	$	(0.52	)
2014	$	(0.18	)	$	0.33	$	(0.10	)	$	(0.54	)
Diluted
Continuing operations:
2015	$	(0.52	)	$	0.56	$	(0.15	)	$	(0.52	)
2014	$	(0.17	)	$	0.35	$	(0.07	)	$	(0.17	)
Net income (loss):
2015	$	(0.65	)	$	0.59	$	(0.17	)	$	(0.52	)
2014	$	(0.18	)	$	0.32	$	(0.10	)	$	(0.54	)

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Basis of Presentation Basis of Presentation (Details)	12 Months Ended
	Dec. 31, 2015 segment
Strategic Marketing Services
Segment Reporting Information [Line Items]
Number of reportable segments	1

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Significant Accounting Policies - Redeemable Noncontrolling Interest (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Redeemable Noncontrolling Interest [Roll Forward]
Redeemable Noncontrolling Interest, Equity, Redemption Value	$ 194,951
Increase in noncontrolling interests from business acquisitions		$ 50,118	$ 11,090
Redeemable Noncontrolling Interest, Equity, Redemption Value	69,471	194,951
Redeemable Noncontrolling Interest [Member]
Redeemable Noncontrolling Interest [Roll Forward]
Redeemable Noncontrolling Interest, Equity, Redemption Value	194,951	148,534	117,953
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests	155,042	4,820	4,270
Increase in noncontrolling interests from business acquisitions	7,703	13,327	0
Noncontrolling Interest, Change in Redemption Value	22,809	38,850	35,689
Currency translation adjustments	(950)	(940)	(838)
Redeemable Noncontrolling Interest, Equity, Redemption Value	$ 69,471	$ 194,951	$ 148,534

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Significant Accounting Policies - Textual (Details)			3 Months Ended		12 Months Ended
	Mar. 20, 2013	Mar. 28, 2012	Dec. 31, 2015 USD ($) Clients	Dec. 31, 2014 USD ($)	Dec. 31, 2015 USD ($) Clients investment	Dec. 31, 2014 USD ($) investment shares	Dec. 31, 2013 USD ($) $ / shares shares	Oct. 01, 2015	Apr. 02, 2014	Nov. 15, 2013
Significant Accounting Policies [Line Items]
Option to purchase noncontrolling interest impairment charge					$ 0
Clients exceeding consolidated accounts receivable percentage | Clients			0		0
Number of Reporting Units					13	10
Consolidated accounts receivable percentage			10.00%	10.00%	10.00%	10.00%
Clients exceeding consolidated largest client revenue | Clients					0
Consolidated largest client revenue					10.00%	10.00%	10.00%
Equity method investment, realized gain (loss) on disposal					$ 0	$ 0	$ 3,058,000
Cost method investments			$ 11,763,000	$ 10,196,000	11,763,000	10,196,000
Cost-method Investments, Realized Gain (Loss)					5,440
Goodwill, Impairment Loss					0
Business combination, acquisition related costs					2,912,000	6,133,000	2,066,000
Assets			1,590,250,000	1,648,890,000	1,590,250,000	1,648,890,000	$ 1,425,227,000
Liabilities			$ 2,007,852,000	1,802,519,000	2,007,852,000	$ 1,802,519,000
Stock Issued During Period, Shares, New Issues | shares						0	0
Allocated Share-based Compensation Expense					17,796,000	$ 17,696,000	$ 100,405,000
Pension expense					6,731,000	7,503,000	$ 6,145,000
Proceeds from Sale of Equity Method Investments					2,094
Equity Method Investment, Realized Gain (Loss) on Disposal					$ 1,086
Discounted Cash Flow Assumption, Long-term Growth Rate, Percent					3.00%
Equity Value Appreciation Awards
Significant Accounting Policies [Line Items]
Maximum shares issuance restricted stock units and shares | shares							1,917,000
Risk free interest rate							1.20%
Expected volatility rate							31.70%
Expected term							2 years 11 months 5 days
Weighted average grant date fair value | $ / shares							$ 9.37
Performance Shares
Significant Accounting Policies [Line Items]
Share-based compensation, gross					$ 1,741	3,026	$ 2,699
Real Estate Joint Venture [Member]
Significant Accounting Policies [Line Items]
Equity method investment, ownership percentage			30.00%		30.00%
Minimum
Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life					3 years
Fair Value Inputs, Discount Rate					8.92%
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount								7.00%
Maximum
Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life					7 years
Equity method investment, ownership percentage			50.00%		50.00%
Fair Value Inputs, Discount Rate					11.95%
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount								100.00%
Doner
Significant Accounting Policies [Line Items]
Variable interest entity, qualitative or quantitative information, ownership percentage		30.00%
Assets			$ 122,558,000	223,305,000	$ 122,558,000	223,305,000
Liabilities			86,047,000	192,340,000	86,047,000	192,340,000
Doner | Aggregate 2012 Acquisitions
Significant Accounting Policies [Line Items]
Ownership interest percentage increase on exercise of option		70.00%
Real Estate Joint Venture [Member]
Significant Accounting Policies [Line Items]
Distributions from non-consolidated affiliates							3,096
Equity method investment, realized gain (loss) on disposal							3,058
Contingent Payment [Member]
Significant Accounting Policies [Line Items]
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability			$ 41,910	$ 1,751	$ 36,344,000	$ 16,467,000	$ 35,914,000
Six Point Seven Five Percentage Notes [Member]
Significant Accounting Policies [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	6.75%		6.75%	6.75%	6.75%	6.75%	6.75%		6.75%	6.75%
Debt Instrument, Maturity Year	2020
Debt Instrument, Maturity Date	Apr. 01, 2020
Interest Expense [Member] | Fixed Payment [Member]
Significant Accounting Policies [Line Items]
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability					$ 2,543,000	$ 2,186,000	$ 232,000
Equity Method Investments [Member]
Significant Accounting Policies [Line Items]
Number of investments sold | investment					1
Cost-method Investments [Member]
Significant Accounting Policies [Line Items]
Number of investments sold | investment					6	2
Proceeds from sale of other investments					$ 11,364	$ 8,248,000
Qualitative Assessment [Member]
Significant Accounting Policies [Line Items]
Number of Reporting Units						3
Quantitative Assessment [Member]
Significant Accounting Policies [Line Items]
Number of Reporting Units					13	7

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Loss per Common Share - Schedule of Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Earnings Per Share [Abstract]
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	$ (24,511)	$ (5,166)	$ 31,072	$ (23,417)	$ (6,381)	$ (1,868)	$ 19,555	$ (7,213)	$ (22,022)	$ 4,093	$ (133,202)
Numerator
Net income attributable to the noncontrolling interests									(9,054)	(6,890)	(6,461)
Income (Loss) from Continuing Operations Attributable to Parent									(31,076)	(2,797)	(139,663)
Effect of dilutive securities									0	0	0
Income (Loss) from Continuing Operations Attributable to Parent, Diluted									$ (31,076)	$ (2,797)	$ (139,663)
Denominator
Denominator for basic loss per common share – weighted average common shares									49,875,282	49,545,350	47,108,406
Effect of dilutive securities:
Dilutive potential common shares									0	0	0
Denominator for diluted loss per common share – adjusted weighted shares and assumed conversions									49,875,282	49,545,350	47,108,406
Basic and Diluted loss per common share from continuing operations									$ (0.62)	$ (0.06)	$ (2.96)

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Loss per Common Share - Textual (Details) - shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount	947,465	1,114,681	1,488,958

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Acquisitions - Textual (Details) - USD ($)		12 Months Ended
	Mar. 28, 2012	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Oct. 31, 2015	May. 01, 2015	Aug. 18, 2014	Aug. 01, 2014	Jul. 31, 2014	Jun. 03, 2014	Feb. 14, 2014	Jan. 01, 2014
Business Acquisition [Line Items]
Pro forma revenue		$ 13,703,000
Pro forma net income (loss)		$ (10,922,000)
Ownership percentage by parent		100.00%
Adjustments to deferred acquisition consideration included in share-based compensation		$ 9,357	$ 7,802	$ 6,240
Aggregate 2015 Acquisitions [Domain]
Business Acquisition [Line Items]
Business Combination, Consideration Transferred		55,279
Cost of acquired entity, cash paid		23,000
Business Combination, Consideration Transferred, Liabilities Incurred		32,279
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles		16,721
Goodwill		$ 43,654
Intangible assets amortization period (years)		6 years 4 months
Business Acquisition, Goodwill, Expected Tax Deductible Amount		$ 9,720
Aggregate 2015 Step Up Transactions [Member]
Business Acquisition [Line Items]
Business Combination, Consideration Transferred		200,822
Cost of acquired entity, cash paid		37,467
Business Combination, Consideration Transferred, Liabilities Incurred		163,355
Aggregate 2014 Acquisitions
Business Acquisition [Line Items]
Business Combination, Consideration Transferred			151,202,000
Cost of acquired entity, cash paid			67,236,000
Business Combination, Consideration Transferred, Liabilities Incurred			83,966,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles			64,733,000
Goodwill			146,806,000
Business Acquisition, Goodwill, Expected Tax Deductible Amount			$ 149,232,000
Aggregate 2014 Acquisitions | Minimum
Business Acquisition [Line Items]
Intangible assets amortization period (years)			5 years	5 years
Aggregate 2014 Acquisitions | Maximum
Business Acquisition [Line Items]
Intangible assets amortization period (years)			6 years	6 years
Trapeze Media Limited | Union Advertising Canada LC
Business Acquisition [Line Items]
Step acquisition gain on sale of ownership percentage			$ 908,000
Aggregate 2013 Acquisitions
Business Acquisition [Line Items]
Business Combination, Consideration Transferred				$ 35,591,000
Cost of acquired entity, cash paid				12,000,000
Business Combination, Consideration Transferred, Liabilities Incurred				23,591,000
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles				10,961,000
Goodwill				32,786,000
Business Acquisition, Goodwill, Expected Tax Deductible Amount				$ 43,747,000
Y Media Labs LLC [Domain] | Aggregate 2015 Acquisitions [Domain]
Business Acquisition [Line Items]
Percentage of voting interests acquired						60.00%
Unique Influence LLC [Domain] | Aggregate 2015 Acquisitions [Domain]
Business Acquisition [Line Items]
Business Acquisition, Percentage of Net Assets Acquired					100.00%
Luntz Global Partners LLC | Aggregate 2014 Acquisitions
Business Acquisition [Line Items]
Percentage of voting interests acquired												60.00%
Kingsdale Partners, LP | Aggregate 2014 Acquisitions
Business Acquisition [Line Items]
Percentage of voting interests acquired											65.00%
The House Worldwide Ltd | Aggregate 2014 Acquisitions
Business Acquisition [Line Items]
Percentage of voting interests acquired										100.00%
Hunter PR LLC | Aggregate 2014 Acquisitions
Business Acquisition [Line Items]
Percentage of voting interests acquired								65.00%
Albion Brand Communications Limited | Aggregate 2014 Acquisitions
Business Acquisition [Line Items]
Percentage of voting interests acquired							75.00%
Trapeze Media Limited
Business Acquisition [Line Items]
Ownership percentage by parent									18.00%
Local Biz Now | Aggregate 2013 Acquisitions
Business Acquisition [Line Items]
Percentage of voting interests acquired				70.00%
Doner
Business Acquisition [Line Items]
Variable interest entity, qualitative or quantitative information, ownership percentage	30.00%
Doner | Aggregate 2012 Acquisitions
Business Acquisition [Line Items]
Percentage of voting interests acquired	70.00%
Additional Paid-in Capital | Aggregate 2015 Step Up Transactions [Member]
Business Acquisition [Line Items]
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests		42,780
Noncontrolling Interest [Member] | Aggregate 2015 Step Up Transactions [Member]
Business Acquisition [Line Items]
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests		8,708
Noncontrolling Interest [Member] | Aggregate 2014 Acquisitions
Business Acquisition [Line Items]
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value			50,552,000
Noncontrolling Interest [Member] | Aggregate 2013 Acquisitions
Business Acquisition [Line Items]
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value				$ 10,657,000
Redeemable Noncontrolling Interest [Member]
Business Acquisition [Line Items]
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests		155,042,000	4,820,000	$ 4,270,000
Redeemable Noncontrolling Interest [Member] | Aggregate 2015 Acquisitions [Domain]
Business Acquisition [Line Items]
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value		1,999
Redeemable Noncontrolling Interest [Member] | Aggregate 2015 Step Up Transactions [Member]
Business Acquisition [Line Items]
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests		$ 149,335
Redeemable Noncontrolling Interest [Member] | Aggregate 2014 Acquisitions
Business Acquisition [Line Items]
Business Combination, Acquisition of Less than 100 Percent, Noncontrolling Interest, Fair Value			$ 13,327,000

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Acquisitions - Schedule of Net Income (Loss) Attributable to Parent and Transfers (to) from Noncontrolling Interest (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Noncontrolling Interest [Line Items]
Net loss attributable to MDC Partners Inc.	$ (26,222)	$ (8,604)	$ 29,560	$ (32,091)	$ (26,759)	$ (4,922)	$ 16,470	$ (8,846)	$ (37,357)	$ (24,057)	$ (148,863)
Transfers (to) from the noncontrolling interests
Increase (Decrease) in Noncontrolling Interests from Business Acquisitions									(51,488)	(17,831)	(4,939)
Change from net loss attributable to MDC Partners Inc. and transfers (to) from noncontrolling interests									(80,137)	(33,049)	(137,789)
Additional Paid-in Capital [Member]
Transfers (to) from the noncontrolling interests
Increase (Decrease) in Noncontrolling Interests from Business Acquisitions									$ (42,780)	$ (8,992)	$ 11,074

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Fixed Assets - Schedule of Property, Plant, and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Property, Plant and Equipment [Line Items]
Cost	$ 160,111	$ 155,323
Accumulated Depreciation	(96,554)	(95,083)
Net Book Value	63,557	60,240
Computers, furniture and fixtures [Member]
Property, Plant and Equipment [Line Items]
Cost	87,213	91,272
Accumulated Depreciation	(62,901)	(65,451)
Net Book Value	24,312	25,821
Leasehold Improvements
Property, Plant and Equipment [Line Items]
Cost	72,898	64,051
Accumulated Depreciation	(33,653)	(29,632)
Net Book Value	$ 39,245	$ 34,419

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Fixed Assets - Textual (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Property, Plant and Equipment [Line Items]
Depreciation	$ 18,871	$ 16,462	$ 16,742
Capital Lease Obligations
Property, Plant and Equipment [Line Items]
Capital leased assets, gross	1,959	2,072
Capital leases, lessee balance sheet, assets by major class, accumulated depreciation	$ 1,378	$ 1,091

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Accrued and Other Liabilities - Schedule of Changes in Accrued and Other Liabilities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Accrued Liabilities and Other Liabilities [Roll Forward]
Beginning balance	$ 6,014	$ 5,210	$ 3,624
Income attributable to noncontrolling interests	9,054	6,890	6,461
Distributions to noncontrolling interests	(9,503)	(6,523)	(5,525)
Other	(92)	437	650
Ending balance	$ 5,473	$ 6,014	$ 5,210

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Accrued and Other Liabilities - Textual (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Accrued Liabilities and Other Liabilities [Abstract]
Accrued media cost, current	$ 187,540	$ 168,508
Trust Liability, Current	5,122	6,419
Accrued and Other Liabilities Attributable To Noncontrolling Interest	$ 5,473	$ 6,014	$ 5,210	$ 3,624

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Goodwill and Intangible Assets - Schedule of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Goodwill [Roll Forward]
Beginning Balance	$ 851,373
Ending Balance	870,301	$ 851,373
Strategic Marketing Services
Goodwill [Roll Forward]
Beginning Balance	851,373	744,333
Acquired goodwill	43,654	149,234
Goodwill, Purchase Accounting Adjustments	2,428	3,170
Foreign currency translation	(22,298)	(11,318)
Acquisition purchase price adjustments		27,706
Ending Balance	$ 870,301	$ 851,373

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Goodwill and Intangible Assets - Schedule of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Intangibles:
Trademarks (indefinite life)	$ 17,780	$ 17,780
Intangible assets, gross	187,337	182,597
Less accumulated amortization	(114,955)	(96,476)
Total intangible assets-net	72,382	86,121
Other Intangible Assets
Intangibles:
Intangible assets, gross	33,638	31,408
Less accumulated amortization	(17,351)	(13,001)
Intangible assets, net	16,287	18,407
Customer Relationships
Intangibles:
Intangible assets, gross	135,919	133,409
Less accumulated amortization	(97,604)	(83,475)
Intangible assets, net	$ 38,315	$ 49,934

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Goodwill and Intangible Assets - Textual (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Goodwill [Line Items]
Goodwill, impaired, accumulated impairment loss	$ 46,883,000
Goodwill, Impairment Loss	$ 0
Weighted average amortization period	6 years
Finite lived intangible assets amortization expenses	$ 30,024,000	$ 29,749,000	$ 18,456,000
Other Intangible Assets
Goodwill [Line Items]
Weighted average amortization period	7 years
Customer Relationships
Goodwill [Line Items]
Weighted average amortization period	5 years
Sale of Subsidiary Gain (Loss) [Member]
Goodwill [Line Items]
Goodwill, Impairment Loss		$ 15,564

XML

Goodwill and Intangible Assets - Schedule of Finite-lived Intangible Assets Amortization Expense (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
2015	$ 18,532
2016	12,363
2017	9,530
2018	6,796
2019	$ 2,791

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Income Taxes - Schedule of Income before income tax, Domestic and Foreign (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Tax [Line Items]
Loss from continuing operations before income taxes, equity in affiliates	$ (17,416)	$ 15,109	$ (137,850)
Domestic Tax Authority
Income Tax [Line Items]
Loss from continuing operations before income taxes, equity in affiliates	23,180	46,728	21,661
Foreign Tax Authority
Income Tax [Line Items]
Loss from continuing operations before income taxes, equity in affiliates	$ (40,596)	$ (31,619)	$ (159,511)

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Income Taxes - Schedule of Components of Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Tax [Line Items]
Current tax provision	$ 3,840	$ 1,459	$ 1,060
Deferred tax provision (benefit):	1,824	10,963	(5,427)
Income tax provision (benefit)	5,664	12,422	(4,367)
United States Federal
Income Tax [Line Items]
Current tax provision	0	0	0
Deferred tax provision (benefit):	6,944	13,402	7,505
United States And Local
Income Tax [Line Items]
Current tax provision	1,375	907	213
Deferred tax provision (benefit):	3,195	1,971	1,027
Foreign
Income Tax [Line Items]
Current tax provision	2,465	552	847
Deferred tax provision (benefit):	$ (8,315)	$ (4,410)	$ (13,959)

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Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Tax Disclosure [Abstract]
Income (loss) from continuing operations before income taxes, equity in non-consolidated affiliates and noncontrolling interest	$ (17,416)	$ 15,109	$ (137,850)
Statutory income tax rate	26.50%	26.50%	26.50%
Tax expense (benefit) using statutory income tax rate	$ (4,615)	$ 4,004	$ (36,530)
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount	3,524	1,459	1,060
Non-deductible stock-based compensation	3,354	1,982	24,357
Other non-deductible expense	(2,102)	2,151	942
Change to valuation allowance on items affecting taxable income	5,468	2,003	6,952
Effect of the difference in federal and statutory rates	1,906	2,222	(15)
Noncontrolling interests	(2,399)	(1,826)	(1,712)
Effective Income Tax Rate Reconciliation, Other Reconciling Items, Amount	528	427	579
Income tax provision (benefit)	$ 5,664	$ 12,422	$ (4,367)
Effective income tax rate	(32.50%)	82.20%	(3.20%)

XML

Income Taxes - Schedule of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Deferred tax assets:
Capital assets and other	$ 43,031	$ 45,496
Net operating loss carry forwards	37,490	39,525
Interest deductions	17,347	17,456
Refinancing charge	144	5,176
Deferred acquisition consideration	16,197	5,204
Stock compensation	3,033	1,561
Pension plan	3,770	3,597
Deferred Tax Assets, Unrealized Currency Losses	15,548	6,954
Capital loss carry forwards	10,630	14,834
Accounting reserves	6,700	5,135
Gross deferred tax asset	153,890	144,938
Less: valuation allowance	(124,143)	(119,117)
Net deferred tax assets	29,747	25,821
Disclosed Deferred Tax Liabilities	92,844	78,044
Deferred tax liabilities:
Deferred finance charges	(323)	(386)
Capital assets and other	(797)	(396)
Goodwill amortization	(91,724)	(77,603)
Total deferred tax liabilities	(92,844)	(78,385)
Disclosed as:
Deferred tax liabilities (assets), net	(63,097)	(52,564)
Disclosed Deferred Tax Assets	$ 29,747	$ 25,480

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Income Taxes - Schedule of Changes in Tax Reserve (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Tax Reserve [Roll Forward]
Beginning Balance	$ 3,073	$ 3,073	$ 3,073
Charges to income tax expense	960	0	0
Settlement of uncertainty	428
Ending Balance	$ 3,605	$ 3,073	$ 3,073

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Income Taxes - Textual (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Income Tax [Line Items]
Non-deductible stock-based compensation	$ 3,354	$ 1,982	$ 24,357
Change to valuation allowance on items affecting taxable income	5,468	2,003	6,952
Effect of the difference in federal and statutory rates	1,906	2,222	(15)
Income taxes receivable	615	235
Taxes payable	7,019	5,368
Deferred tax liability accrued and other liabilities	263	47
Deferred tax assets other current assets	$ 14,380	6,722
Operating loss carryforwards expiration period	2016 through 2031
Indefinite loss carryforwards	$ 115,946
Valuation allowance, deferred tax asset, increase (decrease), amount	5,468	2,003	6,952
Pension and other postretirement benefit plans, tax	0	1,112	$ (1,112)
Unrecognized tax benefits	4,200	4
Unrecognized tax benefits, income tax penalties and interest accrued	1	$ 1,093
United States Federal [Member]
Income Tax [Line Items]
Operating loss carryforwards	41,187
United States
Income Tax [Line Items]
Indefinite loss carryforwards	35,723
Foreign Tax Authority
Income Tax [Line Items]
Operating loss carryforwards	71,111
Canadian [Member]
Income Tax [Line Items]
Indefinite loss carryforwards	80,223
State and Local Jurisdiction [Member]
Income Tax [Line Items]
Operating loss carryforwards	182,738
Canada Revenue Agency [Member]
Income Tax [Line Items]
Effect of the difference in federal and statutory rates	$ 1,906

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Discontinued Operations - Textual (Details)	12 Months Ended
	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 subsidiary	May. 31, 2015 USD ($)
Entity Information [Line Items]
Number of subsidiaries discontinued | subsidiary			2
Goodwill, Impairment Loss	$ 0
Sale of Subsidiary Gain (Loss) [Member]
Entity Information [Line Items]
Goodwill, Impairment Loss		$ 15,564
Disposal Group, Disposed of by Sale, Not Discontinued Operations [Member]
Entity Information [Line Items]
Disposal Group, Including Discontinued Operation, Consideration				$ 0
Discontinued Operations, Held-for-sale
Entity Information [Line Items]
Discontinued operation, other current assets	$ 0	5,591
Discontinued operation, other noncurrent assets		$ 16,409,000

XML

Discontinued Operations - Schedule of Disposal Groups (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Discontinued Operations and Disposal Groups [Abstract]
Revenue	$ 27,025	$ 70,041	$ 89,659
Operating loss	(322)	(4,704)	(324)
Other expense	(752)	(458)	(522)
Noncontrolling interest expense recovery	0	0	(55)
Loss on disposal	(5,207)	(16,098)	(8,299)
Net loss from discontinued operations	$ (6,281)	$ (21,260)	$ (9,200)

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Debt - Schedule of Debt (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Apr. 02, 2014	Dec. 31, 2013	Nov. 15, 2013	Mar. 20, 2013
Debt [Line Items]
Debt instrument, unamortized premium	$ 5,838	$ 7,017
Note payable and other bank loans	0	0
Debt, long-term and short-term, combined amount, total	740,838	742,017
Obligations under capital leases	670	1,110
Debt and capital lease obligations	741,508	743,127
Less: Current portion	470	534
Long-term debt, less current portion	741,038	742,593
6.75% Notes
Debt [Line Items]
Senior notes	$ 735,000	$ 735,000
Stated interest rate	6.75%	6.75%	6.75%	6.75%	6.75%	6.75%
Wells Fargo Capital Finance, Llc [Member] | Revolving Credit Facility [Member]
Debt [Line Items]
Long-term Line of Credit	$ 0	$ 0

XML

Debt - Schedule of Future Principal Repayments (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Debt Disclosure [Abstract]
2015	$ 470
2016	175
2017	10
2018	8
2019	735,007
2021 and thereafter	0
Future principal repayments of long term debt including capital lease obligations	$ 735,670

XML

Debt - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Debt Disclosure [Abstract]
2015	$ 495
2016	182
2017	10
2018	8
2019	7
2021 and thereafter	0
Capital leases, future minimum payments due, total	702
Less: imputed interest	(32)
Capital leases, future minimum payments, net minimum payments, total	670	$ 1,110
Less: current portion	(470)
Capital lease obligations, noncurrent	$ 200

XML

Debt - Textual (Details) - USD ($)					12 Months Ended
	Oct. 23, 2014	Apr. 02, 2014	Nov. 15, 2013	Mar. 20, 2013	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Debt [Line Items]
Interest expense, debt, total					$ 53,090,000	$ 50,832,000	$ 92,704,000
Loss on redemption of Notes					0	0	(55,588,000)
Interest expense amortization of debt premium					1,178,000	975,000	4,262,000
Amortization of financing costs					3,448,000	3,222,000	$ 12,024,000
Debt instrument, unamortized premium					5,838,000	7,017,000
Letters of credit outstanding, amount					5,033,000
Outstanding Checks					$ 73,558,000	$ 72,147,000
Wells Fargo Capital Finance, LLC
Debt [Line Items]
Line of Credit Facility, Description					On March 20, 2013, MDC, Maxxcom Inc. (a subsidiary of MDC) and each of their subsidiaries party thereto entered into an amended and restated, $225 million senior secured revolving credit agreement due 2018 (the Credit Agreement) with Wells Fargo Capital Finance, LLC, as agent, and the lenders from time to time party thereto. Advances under the Credit Agreement will be used for working capital and general corporate purposes, in each case pursuant to the terms of the Credit Agreement. Capitalized terms used in this section and not otherwise defined have the meanings set forth in the Credit Agreement. Advances under the Credit Agreement bear interest as follows: (a)(i) LIBOR Rate Loans bear interest at the LIBOR Rate and (ii) Base Rate Loans bear interest at the Base Rate, plus (b) an applicable margin. The initial applicable margin for borrowing is 1.25% in the case of Base Rate Loans and 2.00% in the case of LIBOR Rate Loans. In addition to paying interest on outstanding principal under the Credit Agreement, MDC is required to pay an unused revolver fee to lenders under the Credit Agreement in respect of unused commitments thereunder.
Debt instrument, maturity date	Sep. 30, 2019
6.75% Notes Issued in April 2014
Debt [Line Items]
Proceeds from issuance of debt		$ 77,452,000
Debt instrument, face amount		75,000,000
Debt instrument, unamortized premium		3,938,000
Expense related to distribution or servicing and underwriting fees		$ 1,500,000
6.75% Notes
Debt [Line Items]
Debt instrument, percentage redeemable redemption date, additional					106.75%
Stated interest rate		6.75%	6.75%	6.75%	6.75%	6.75%	6.75%
Debt Instrument, Maturity Year				2020
Debt instrument, maturity date				Apr. 01, 2020
Proceeds from issuance of debt				$ 537,600,000
Debt instrument, face amount				$ 550,000,000
Debt instrument, percentage of redemption price, redemption date one					103.375%
Debt instrument, redemption date, one					Apr. 01, 2016
Debt instrument, percentage of redemption price, redemption date two					101.688%
Debt instrument, redemption date, two					Apr. 01, 2017
Debt instrument, percentage of redemption price, redemption date, latest for redemption at face amount					100.00%
Debt instrument, redemption date, latest for redemption at face amount					Apr. 01, 2018
Debt instrument, percentage of redemption price redemption date, additional					35.00%
Debt instrument, percentage of redemption price, change in ownership control					101.00%
6.75% Notes Issued in November 2013
Debt [Line Items]
Proceeds from issuance of debt			$ 111,925,000
Debt instrument, face amount			110,000,000
Debt instrument, unamortized premium			4,125,000
Expense related to distribution or servicing and underwriting fees			$ 2,200,000
11% Notes
Debt [Line Items]
Loss on redemption of Notes							$ 55,588,000
Stated interest rate					11.00%	11.00%	11.00%
Debt instrument, percentage of redemption price redemption date, additional							11.00%
Revolving Credit Facility [Member] | Wells Fargo Capital Finance, LLC
Debt [Line Items]
Long-term Line of Credit, Noncurrent					$ 0
Line of Credit Facility, Expiration Date				Dec. 31, 2018
Line of credit facility, increase (decrease)	$ 100,000,000
Maximum borrowing capacity	$ 325,000,000			$ 225,000,000
Debt Instrument, Basis Spread on Variable Rate, Rate Reduction from Amendment	25.00%
Revolving Credit Facility [Member] | Wells Fargo Capital Finance, LLC | Base Rate
Debt [Line Items]
Stated interest rate	1.00%				1.00%
Revolving Credit Facility [Member] | Wells Fargo Capital Finance, LLC | London Interbank Offered Rate (LIBOR)
Debt [Line Items]
Stated interest rate	1.75%				1.75%
Interest Expense [Member] | Fixed Payment [Member]
Debt [Line Items]
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability					$ 2,543,000	$ 2,186,000	$ 232,000

XML

Share Capital - Schedule of Share Based Compensation Performance and Time Based (Details) - Employee Stock Option - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Performance Shares
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Number outstanding, beginning balance	86,030	462,666	534,779
Weighted average grant date fair value, beginning balance	$ 23.14	$ 9.79	$ 10.73
Number outstanding, granted	80,000	120,578	300,756
Weighted average grant date fair value, granted	$ 21.76	$ 25.09	$ 8.97
Number outstanding, vested	(68,067)	(497,214)	(353,858)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value	$ 25.21	$ 9.62	$ 10.63
Number outstanding, forfeited	0	0	(19,011)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value	$ 0.00	$ 0.00	$ 7.90
Number outstanding, ending balance	97,963	86,030	462,666
Weighted average grant date fair value, ending balance	$ 19.61	$ 23.14	$ 9.79
Time Based Awards
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]
Number outstanding, beginning balance	916,141	913,788	835,438
Weighted average grant date fair value, beginning balance	$ 16.36	$ 12.54	$ 8.48
Number outstanding, granted	191,155	293,705	2,612,520
Weighted average grant date fair value, granted	$ 20.42	$ 21.99	$ 16.83
Number outstanding, vested	(297,794)	(264,478)	(2,499,083)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value	$ 12.35	$ 10.88	$ 15.79
Number outstanding, forfeited	(35,000)	(26,874)	(35,087)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value	$ 21.69	$ 11.52	$ 10.91
Number outstanding, ending balance	774,502	916,141	913,788
Weighted average grant date fair value, ending balance	$ 18.71	$ 16.36	$ 12.54

XML

Share Capital - Schedule of Shared Based Compensation, Stock Options (Details) - Employee Stock Option - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012
Employee Stock Incentive Plan [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Number of Shares	0	0	0	0
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward]
Number outstanding, beginning balance	112,500	112,500	112,500
Weighted average price per share, beginning balance	$ 5.70	$ 6.03	$ 6.35
Number exercisable, beginning balance	112,500	112,500	112,500
Weighted average price per share, exercisable, beginning balance	$ 5.70	$ 6.03	$ 6.35
Weighted average price per share, vested	$ 0.00	$ 0.00	$ 0.00
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested, Number of Shares	0	0	0
Number outstanding, granted	0	0	0
Weighted average price per share, granted	$ 0.00	$ 0.00	$ 0.00
Number outstanding, exercised	37,500	0	0
Weighted average price per share, exercised	$ 4.72	$ 0.00	$ 0.00
Number outstanding, expired and cancelled	0	0	0
Weighted average price per share, expired and cancelled	$ 0.00	$ 0.00	$ 0.00
Number outstanding, ending balance	75,000	112,500	112,500
Weighted average price per share, ending balance	$ 5.28	$ 5.70	$ 6.03
Number exercisable, ending balance	75,000	112,500	112,500
Weighted average price per share, exercisable, ending balance	$ 5.28	$ 5.70	$ 6.03
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested Options Forfeited, Number of Shares	0	0	0

XML

Share Capital - Schedule of Share Based Compensation, Activity (Details)	12 Months Ended
	Dec. 31, 2015 $ / shares shares
Employee Stock Incentive Plan [Line Items]
Weighted Average Contractual Life	10 months 27 days
Weighted Average Contractual Life	10 months 27 days
Range of exercise prices, minimum	$ 4.72
Range of exercise prices, maximum	$ 5.83
Stock Options Five Point Six Three To Five Point Eight Three [Domain]
Employee Stock Incentive Plan [Line Items]
Outstanding Number | shares	75,000
Weighted Average Contractual Life	11 months 1 day
Weighted Average Price per Share	$ 5.28
Exercisable Number | shares	75,000
Weighted Average Price per Share	$ 5.28
Weighted Average Contractual Life	11 months 1 day

XML

Share Capital - Schedule of Share Based Compensation, Stock Appreciation Rights (Details) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Stock Appreciation Rights
Share-based Compensation Arrangement by Share-based Payment Award, Stock Appreciation Rights, Outstanding [Roll Forward]
Number outstanding, beginning balance	0	0	4,633,146
Weighted average price per share, beginning balance	$ 0.00	$ 0.00	$ 2.49
Number exercisable, beginning balance	0	0	4,633,146
Weighted average price per share, exercisable, beginning balance	$ 0.00	$ 0.00	$ 2.49
Number outstanding, vested	0	0	0
Weighted average price per share, vested	$ 0.00	$ 0.00	$ 0.00
Number outstanding, granted	0	0	0
Weighted average grant date fair value, granted	$ 0.00	$ 0.00	$ 0.00
Number outstanding, exercised	0	0	(4,633,146)
Weighted average price per share, exercised	$ 0.00	$ 0.00	$ 2.49
Number outstanding, expired and cancelled	0	0	0
Weighted average price per share, expired and cancelled	$ 0.00	$ 0.00	$ 0.00
Number outstanding, ending balance	0	0	0
Weighted average price per share, ending balance	$ 0.00	$ 0.00	$ 0.00
Number exercisable, ending balance	0	0	0
Weighted average price per share, exercisable, ending balance	$ 0.00	$ 0.00	$ 0.00
Non Vested Stock Appreciation Rights
Share-based Compensation Arrangement by Share-based Payment Award, Stock Appreciation Rights, Outstanding [Roll Forward]
Number outstanding, beginning balance	0	0	0
Number outstanding, vested	0	0	0
Number outstanding, granted	0	0	0
Number outstanding, exercised	0	0	0
Number outstanding, expired and cancelled	0	0	0
Number outstanding, ending balance	0	0	0

XML

Share Capital - Schedule of Share Based Compensation, Equity Value Appreciation Awards (Details) - $ / shares	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Equity Value Appreciation Awards
Share-based Compensation Arrangement by Share-based Payment Award, Equity Value Appreciation Awards, Outstanding [Roll Forward]
Number outstanding, beginning balance	0	0	1,917,000
Weighted average grant date fair value, beginning balance	$ 0.00	$ 0.00	$ 15.33
Number outstanding, vested	0	0	(1,917,000)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value	$ 0.00	$ 0.00	$ 15.33
Number outstanding, granted	0	0	0
Weighted average grant date fair value, granted	$ 0.00	$ 0.00	$ 0.00
Number outstanding, expired and cancelled	0	0	0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value	$ 0.00	$ 0.00	$ 0.00
Number outstanding, ending balance	0	0	0
Weighted average grant date fair value, ending balance	$ 0.00	$ 0.00	$ 0.00
Equity Value Appreciation Awards Exercisable
Share-based Compensation Arrangement by Share-based Payment Award, Equity Value Appreciation Awards, Outstanding [Roll Forward]
Number outstanding, beginning balance	0	0	0
Weighted average grant date fair value, beginning balance	$ 0.00	$ 0.00	$ 0.00
Number outstanding, ending balance	0	0	0
Weighted average grant date fair value, ending balance	$ 0.00	$ 0.00	$ 0.00
Non Vested Equity Value Appreciation Awards
Share-based Compensation Arrangement by Share-based Payment Award, Equity Value Appreciation Awards, Outstanding [Roll Forward]
Number outstanding, beginning balance	0	0	1,917,000
Number outstanding, vested	0	0	(1,917,000)
Number outstanding, granted	0	0	0
Number outstanding, expired and cancelled	0	0	0
Number outstanding, ending balance	0	0	0

XML

Share Capital - Textual (Details)	12 Months Ended				48 Months Ended	84 Months Ended
	Dec. 31, 2015 USD ($) shares	Dec. 31, 2014 USD ($) shares	Dec. 31, 2013 USD ($) shares	Dec. 31, 2003 shares	Dec. 31, 2006	Dec. 31, 2013	Dec. 31, 2011 shares	Jun. 01, 2011 shares	Jun. 02, 2009 shares	May. 30, 2008 shares	May. 26, 2005 shares
Share Capital [Line Items]
Compensation cost not yet recognized | $	$ 0
Options, outstanding, intrinsic value | $	1,233,000
Proceeds from exercise of options | $	224,000	$ 0	$ 0
Options, exercises in period, intrinsic value | $	$ 471,000	0	0
Options, outstanding, weighted average remaining contractual term	10 months 27 days
Options, vested, weighted average remaining contractual term	10 months 27 days
Reserved shares	2,071,237
Stock Incentive Plan 2003
Share Capital [Line Items]
Vested percentage on date of grant				20.00%
Vested percentage on each anniversary date				20.00%
Vested percentage on each of first two years				20.00%
Stock Incentive Plan Maxxcom Privatization [Member]
Share Capital [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				802,440
Employee Stock Incentive Plan
Share Capital [Line Items]
Proceeds from exercise of options | $	$ 224,000	$ 0	$ 0
Employee Stock Option
Share Capital [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross	0	0	0
Employee Stock Option | Stock Incentive Plan 2005
Share Capital [Line Items]
Number of shares authorized									6,750,000		3,000,000
Options, grants in period, net of forfeitures	300,000
Options, forfeitures in period	150,000
Expiration period (years)	10 years
Award vesting period (years)	5 years
Employee Stock Option | Stock Incentive Plan 2005 | Additional Authorized On June 2007 And 2009
Share Capital [Line Items]
Number of shares authorized									3,750,000
Employee Stock Option | Stock Incentive Plan 2003
Share Capital [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross				2,836,179
Employee Stock Option | Stock Incentive Plan 2003 | Tranche 1
Share Capital [Line Items]
Expiration period (years)				5 years
Employee Stock Option | Stock Incentive Plan 2003 | Tranche 2
Share Capital [Line Items]
Expiration period (years)				10 years
Employee Stock Option | Key Partner Incentive Plan 2008
Share Capital [Line Items]
Number of shares authorized										900,000
Employee Stock Option | Stock Incentive Plan 2011
Share Capital [Line Items]
Number of shares authorized								3,000,000
Restricted Stock And Restricted Stock Units
Share Capital [Line Items]
Expiration period (years)	3 years
Award vesting period (years)	3 years
Equity instruments other than options, vested in period, fair value | $	$ 5,394,000	$ 7,659,000	$ 43,227,000
Tax benefit from compensation expense | $	4,678,000	11,874,000	17,219,000
Restricted stock and restricted unit awards, fair value | $	18,950,000
Nonvested awards, compensation not yet recognized, share-based awards other than options | $	$ 8,790,000
Number of shares available for grant (in shares)	1,123,772
Stock Appreciation Rights (SARs)
Share Capital [Line Items]
Expiration period (years)					4 years	10 years
Tax benefit from compensation expense | $	$ 0	0	12,682,000
Compensation cost not yet recognized | $	$ 0
Number of shares available for grant (in shares)	1,123,772
Shares to be issued on vested	0
Equity instruments other than options, exercised in period, value | $	$ 0	$ 0	80,323,000
Equity Value Appreciation Awards
Share Capital [Line Items]
Number of shares authorized							2,119,500
Equity instruments other than options, grant date, fair value | $			$ 13,240,000
Share-based Compensation Arrangement by Share-based Payment Award, Non-Option Equity Instruments, Outstanding, Number	0
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	0	0	1,917,000
Time Based Awards | Employee Stock Option
Share Capital [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	297,794	264,478	2,499,083
Time Based Awards | Restricted Stock And Restricted Stock Units
Share Capital [Line Items]
Equity instruments other than options, outstanding, weighted average remaining contractual terms	1 year 4 months
Performance Shares | Employee Stock Option
Share Capital [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number	68,067	497,214	353,858
Performance Shares | Restricted Stock And Restricted Stock Units
Share Capital [Line Items]
Equity instruments other than options, outstanding, weighted average remaining contractual terms	2 years 6 months
Common Class A
Share Capital [Line Items]
Number of votes per share	1
Common Class B
Share Capital [Line Items]
Number of votes per share	20

XML

Fair Value Measurements - Fair Value Measurements Measured on a Recurring Basis (Details) - Fair Value, Inputs, Level 1 - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Liabilities:
Long term debt, carrying amount	$ 740,838	$ 742,017
Long term debt, fair value	$ 765,319	$ 751,538

XML

Fair Value Measurements - Schedule of Changes to Deferred Acquisition Consideration (Details) - USD ($)		3 Months Ended		12 Months Ended
		Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Business Combination, Contingent Consideration, Liability		$ 347,104,000	$ 205,368,000	$ 347,104,000	$ 205,368,000
Payments Related To Acquisition				134,056,000	78,322,000	$ 119,572,000
Contingent Payment [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability		41,910	1,751	36,344,000	16,467,000	35,914,000
Contingent Payment [Member] | Fair Value, Inputs, Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Business Combination, Contingent Consideration, Liability		$ 306,734,000	$ 172,227,000	306,734,000	172,227,000	$ 151,848,000
Payments Related To Acquisition				77,301,000	61,441,000
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Business Combination, Consideration Transferred, Liabilities Incurred	[1]			174,530,000	68,642,000
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	[2]			41,636,000	20,816,000
Transfers (to) from fixed payments				0	(5,146,000)
Liabilities, Fair Value Adjustment				$ (4,358,000)	$ (2,492,000)

[1] .

[2] .

XML

Fair Value Measurements - Textual (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business Combination, Contingent Consideration, Liability	$ 347,104	$ 205,368
Fixed Payment [Member]
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Business Combination, Contingent Consideration, Liability	$ 40,370	$ 33,141

XML

Segment Information - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Segment Reporting Information [Line Items]
Revenue	$ 359,013	$ 328,415	$ 336,606	$ 302,222	$ 339,911	$ 309,391	$ 299,356	$ 274,854	$ 1,326,256	$ 1,223,512	$ 1,062,478
Cost of services sold	231,330	212,925	225,042	210,419	222,626	205,549	188,875	181,468	879,716	798,518	704,969
Office and general expenses									322,207	290,073	355,964
Depreciation and amortization									52,223	47,172	36,139
Operating income (loss)									72,110	87,749	(34,594)
Other Income (Expense):
Other income, net									7,238	689	2,531
Foreign exchange loss									(39,328)	(18,482)	(5,516)
Interest expense and finance charges, net									(57,436)	(54,847)	(100,271)
Income (loss) from continuing operations before income taxes and equity in earnings of non-consolidated affiliates									(17,416)	15,109	(137,850)
Income tax expense									5,664	12,422	(4,367)
Income (loss) from continuing operations before equity in earnings of non-consolidated affiliates									(23,080)	2,687	(133,483)
Equity in earnings of non-consolidated affiliates									1,058	1,406	281
Income (loss) from continuing operations	(24,511)	(5,166)	31,072	(23,417)	(6,381)	(1,868)	19,555	(7,213)	(22,022)	4,093	(133,202)
Loss from discontinued operations attributable to MDC Partners Inc., net of taxes									(6,281)	(21,260)	(9,200)
Net loss									(28,303)	(17,167)	(142,402)
Net income attributable to the noncontrolling interests									(9,054)	(6,890)	(6,461)
Net loss attributable to MDC Partners Inc.	(26,222)	$ (8,604)	$ 29,560	$ (32,091)	(26,759)	$ (4,922)	$ 16,470	$ (8,846)	(37,357)	(24,057)	(148,863)
Stock-based compensation									17,796	17,696	100,405
Capital expenditures from continuing operations									23,575	26,416	16,809
Intangible Assets, Net (Including Goodwill)	942,683				937,494				942,683	937,494	800,595
Total assets	1,590,250				1,648,890				1,590,250	1,648,890	1,425,227
Strategic Marketing Services
Segment Reporting Information [Line Items]
Revenue									1,326,256	1,223,512	1,062,478
Cost of services sold									879,716	798,518	704,969
Office and general expenses									258,809	223,781	212,933
Depreciation and amortization									50,449	45,387	34,745
Operating income (loss)									137,282	155,826	109,831
Other Income (Expense):
Net income attributable to the noncontrolling interests									(9,024)	(6,890)	(6,459)
Stock-based compensation									15,056	12,033	8,950
Capital expenditures from continuing operations									23,204	25,079	14,677
Intangible Assets, Net (Including Goodwill)	942,683				937,494				942,683	937,494	800,595
Total assets	1,375,372				1,368,137				1,375,372	1,368,137	1,220,753
Corporate Segment
Segment Reporting Information [Line Items]
Revenue									0	0	0
Cost of services sold									0	0	0
Office and general expenses									63,398	66,292	143,031
Depreciation and amortization									1,774	1,785	1,394
Operating income (loss)									(65,172)	(68,077)	(144,425)
Other Income (Expense):
Net income attributable to the noncontrolling interests									(30)	0	(2)
Stock-based compensation									2,740	5,663	91,455
Capital expenditures from continuing operations									371	1,337	2,132
Intangible Assets, Net (Including Goodwill)	0				0				0	0	0
Total assets	$ 214,878				$ 280,753				$ 214,878	$ 280,753	$ 204,474

XML

Segment Information - Additional Information (Details)	12 Months Ended
	Dec. 31, 2015 segment
Strategic Marketing Services
Segment Reporting Information [Line Items]
Number of reportable segments	1

XML

Segment Information - Schedule of Fixed Assets, Goodwill and Intangibles, Net (Details) - USD ($) $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Segment Reporting Information [Line Items]
Long-lived Assets	$ 63,557				$ 60,240				$ 63,557	$ 60,240
Intangible Assets, Net (Including Goodwill)	942,683				937,494				942,683	937,494	$ 800,595
Revenue	359,013	$ 328,415	$ 336,606	$ 302,222	339,911	$ 309,391	$ 299,356	$ 274,854	1,326,256	1,223,512	1,062,478
United States
Segment Reporting Information [Line Items]
Long-lived Assets	52,305				48,884				52,305	48,884
Intangible Assets, Net (Including Goodwill)	798,746				759,035				798,746	759,035
Revenue									1,085,051	993,474	870,525
Canada
Segment Reporting Information [Line Items]
Long-lived Assets	6,817				7,099				6,817	7,099
Intangible Assets, Net (Including Goodwill)	122,821				154,349				122,821	154,349
Revenue									129,039	150,390	135,630
Other Geographical Location
Segment Reporting Information [Line Items]
Long-lived Assets	4,435				4,257				4,435	4,257
Intangible Assets, Net (Including Goodwill)	$ 21,116				$ 24,110				21,116	24,110
Revenue									$ 112,166	$ 79,648	$ 56,323

XML

Related Party Transactions (Details) $ / shares in Units, CAD in Thousands			1 Months Ended		12 Months Ended
	May. 06, 2013 $ / shares	May. 06, 2013 CAD d	Nov. 30, 2013 USD ($)	Nov. 30, 2013 CAD	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Jul. 31, 2014
Trapeze Media Limited | Union Advertising Canada LC
Related Party Transaction [Line Items]
Percentage of voting interests acquired								100.00%
Former Chief Executive Officer [Member] | Services fees and incentive awards [Domain]
Related Party Transaction [Line Items]
Expenses from transactions with related party					$ 8,825,000	$ 13,592,000	$ 15,992,000
Former Chief Executive Officer [Member] | Special Bonus
Related Party Transaction [Line Items]
Expenses from transactions with related party		CAD 10,000	$ 9,649,000	CAD 10,000
Market price threshold, per share | $ / shares	$ 30
Market price threshold, minimum number of days | d		20
Former Chief Executive Officer [Member] | Expense Reimbursement [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Other Revenues from Transactions with Related Party					1,877,000
Former Chief Executive Officer [Member] | Bonus Repayment [Domain]
Related Party Transaction [Line Items]
Related Party Transaction, Other Revenues from Transactions with Related Party					10,582,000
Aircraft Management Company | Use of Aircraft
Related Party Transaction [Line Items]
Expenses from transactions with related party					398,000
KBS President of Global Accounts [Member] | Total Compensation [Member]
Related Party Transaction [Line Items]
Expenses from transactions with related party					943,000
Director of Operations, Attention Partners [Member] | Total Compensation [Member]
Related Party Transaction [Line Items]
Expenses from transactions with related party					125,000
Peerage Realty Partners [Domain]
Related Party Transaction [Line Items]
Related Party Transaction, Other Revenues from Transactions with Related Party					$ 131

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Commitments, Contingencies and Guarantees - Textual (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Temporary Equity [Line Items]
Redeemable Noncontrolling Interest, Equity, Redemption Value	$ 69,471	$ 194,951
Letters of credit outstanding, amount	5,033
Operating leases, rent expense	47,583	42,657	$ 38,366
Operating leases, income statement, sublease revenue	1,739	$ 1,449	$ 897
Future sublease income receivable	11,857
Contractual redemption right [Member]
Temporary Equity [Line Items]
Redeemable Noncontrolling Interest, Equity, Redemption Value	17,964
Termination or death redemption right [Member]
Temporary Equity [Line Items]
Redeemable Noncontrolling Interest, Equity, Redemption Value	48,900
Excess initial redemption value [Member]
Temporary Equity [Line Items]
Redeemable Noncontrolling Interest, Equity, Redemption Value	2,607
Common Class A | Contractual redemption right [Member]
Temporary Equity [Line Items]
Redeemable Noncontrolling Interest, Equity, Redemption Value	107
Investments [Member]
Temporary Equity [Line Items]
Investment commitments	$ 3,449

XML

Commitments, Contingencies and Guarantees - Schedule of Future Minimum Rental Payments (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2015	$ 39,448
2016	37,467
2017	37,055
2018	33,004
2019	30,492
2021 and thereafter	79,272
Future minimum payments due, total	$ 256,738

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Employee Benefit Plans - Schedule of Net Periodic Pension Costs (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Compensation and Retirement Disclosure [Abstract]
Service cost	$ 0	$ 0
Interest cost on benefit obligation	1,864	1,788
Expected return on plan assets	(2,069)	(2,025)
Curtailment and settlements	0	0
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), before Tax	0	0
Amortization of prior service cost		0
Other Comprehensive Income (Loss), Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Gain (Loss), before Tax	103
Amortization of actuarial (gains) losses		0
Net periodic benefit cost (benefit)	$ (102)	$ (237)

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Employee Benefit Plans - Schedule of Defined Benefit Plan Amounts in Other Comprehensive Income (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Compensation and Retirement Disclosure [Abstract]
Curtailment/settlement	$ 0	$ 0
Current year actuarial (gain) loss	526	11,515
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Amortization of Actuarial Gain (Loss), Before Tax	103	0
Current year prior service (credit) cost	0	0
Amortization of prior service credit (cost)	0	0
Amortization of transition asset (obligation)	0	0
Total recognized in other comprehensive (income) loss	423	11,515
Total recognized in net periodic benefit cost and other comprehensive (income) loss	$ 321	$ 11,278

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Employee Benefit Plans - Schedule of Benefit Obligations (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Change in benefit obligation:
Benefit obligation, Beginning balance	$ 43,799	$ 32,857
Service Cost	0	0
Interest Cost	1,864	1,788
Change in Mortality	0	3,287
Plan amendments	0	0
Curtailment/settlement	0	0
Actuarial (gains) losses	(2,774)	7,681
Benefits paid	(2,593)	(1,814)
Benefit obligation, Ending balance	40,296	43,799
Change in plan assets:
Fair value of plan assets, Beginning balance	28,360	26,868
Actual return on plan assets	(1,232)	1,478
Employer contributions	655	1,828
Benefits paid	(2,593)	(1,814)
Fair value of plan assets, Ending balance	25,190	28,360
Unfunded status	$ 15,106	$ 15,439

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Employee Benefit Plans - Schedule of Amounts Recognized in Balance Sheet (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Amounts recognized in the balance sheet consist of:
Noncurrent liability	$ (15,106)	$ (15,439)
Net amount recognized	$ 15,106	$ 15,439

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Employee Benefit Plans - Schedule of Amounts Recognized in Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014
Compensation and Retirement Disclosure [Abstract]
Defined Benefit Plan, Accumulated Other Comprehensive Income Net Settlement and Curtailment gain (loss), net of tax	$ (9,219)	$ (8,796)
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax	9,219	8,796
Defined Benefit Plan, Accumulated Other Comprehensive Income Net Prior Service Cost (Credit), after Tax	0	0
Defined Benefit Plan, Accumulated Other Comprehensive Income Net Transition Assets (Obligations), after Tax	$ 0	$ 0

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Employee Benefit Plans - Schedule of Assumptions Used to Determine Benefit Obligation (Details)	Dec. 31, 2015	Dec. 31, 2014
Compensation and Retirement Disclosure [Abstract]
Discount rate	4.69%	4.38%

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Employee Benefit Plans - Schedule of Assumptions Used to Determine Net Periodic Costs (Details)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Compensation and Retirement Disclosure [Abstract]
Discount rate	4.38%	5.26%
Expected return on plan assets	7.40%	7.40%

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Employee Benefit Plans - Schedule of Changes in Fair Value of Plan Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 25,190	$ 28,360	$ 26,868
Corporate Bond Securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	3,834	5,460
Mutual Funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	10,006	10,606
Foreign Stock
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	291	213
Common Stock
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	9,479	11,099
Money Market Funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1,580	982
Fair Value, Inputs, Level 1
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	19,921	22,169
Fair Value, Inputs, Level 1 | Corporate Bond Securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Fair Value, Inputs, Level 1 | Mutual Funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	10,006	10,606
Fair Value, Inputs, Level 1 | Foreign Stock
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	291	213
Fair Value, Inputs, Level 1 | Common Stock
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	9,479	11,099
Fair Value, Inputs, Level 1 | Money Market Funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	145	251
Fair Value, Inputs, Level 2
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	5,269	6,191
Fair Value, Inputs, Level 2 | Corporate Bond Securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	3,834	5,460
Fair Value, Inputs, Level 2 | Mutual Funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Fair Value, Inputs, Level 2 | Foreign Stock
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Fair Value, Inputs, Level 2 | Common Stock
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Fair Value, Inputs, Level 2 | Money Market Funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	1,435	731
Fair Value, Inputs, Level 3
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Fair Value, Inputs, Level 3 | Corporate Bond Securities
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Fair Value, Inputs, Level 3 | Mutual Funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Fair Value, Inputs, Level 3 | Foreign Stock
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Fair Value, Inputs, Level 3 | Common Stock
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	0	0
Fair Value, Inputs, Level 3 | Money Market Funds
Defined Benefit Plan Disclosure [Line Items]
Fair value of plan assets	$ 0	$ 0

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Employee Benefit Plans - Schedule of Allocation of Plan Assets (Details)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	100.00%
Actual Allocation	100.00%	100.00%
Cash and Cash Equivalents
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	0.00%
Defined Benefit Plan, Weighted-average Asset Allocation	6.30%	3.50%
Equity Securities
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	60.00%
Defined Benefit Plan, Weighted-average Asset Allocation	68.00%	65.00%
Debt Securities
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	40.00%
Defined Benefit Plan, Weighted-average Asset Allocation	25.70%	31.50%

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Employee Benefit Plans - Schedule of Amounts in Accumulated Other Comprehensive Income (Loss) (Details) - Pension Plan, Defined Benefit $ in Thousands	12 Months Ended
	Dec. 31, 2015 USD ($)
Defined Benefit Plan Disclosure [Line Items]
Prior service cost (credit) amortization	$ 0
Net loss amortization	137
Total	$ 137

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Employee Benefit Plans - Schedule of Expected Benefit Payments (Details) $ in Thousands	Dec. 31, 2015 USD ($)
Estimated Future Benefit Payments for FYE 12/31
2015	$ 1,517
2016	1,666
2017	1,823
2018	1,832
2019	2,092
2021 – 2025	$ 11,399

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Employee Benefit Plans - Textual (Details)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	100.00%
Equity Securities
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	50.00%
Corporate Bonds And US Treasury Securities
Defined Benefit Plan Disclosure [Line Items]
Target Allocation		50.00%
Long-term Investments
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	50.00%
Short-term Investments
Defined Benefit Plan Disclosure [Line Items]
Target Allocation	50.00%

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Changes in Accumulated Other Comprehensive Income - Schedule of Changes in AOCI(L) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Defined benefit pension, balance January 1	$ (8,796)	$ 1,607
Foreign currency translation, balance January 1	1,044	(2,404)
Total, balance January 1	(7,752)	(797)
Other comprehensive income (loss) before reclassifications, defined benefit plan	0	0
Total, other comprehensive income (loss) before reclassifications	14,432	3,448
Defined benefit pension, amounts reclassified from accumulated other comprehensive income (loss)	(423)	(10,403)
Foreign currency translation, amounts reclassified from accumulated other comprehensive income (loss)	0	0
Pension and other postretirement benefit plans, tax	0	1,112	$ (1,112)
Total, amounts reclassified from accumulated other comprehensive income (loss)	(423)	(10,403)
Defined benefit pension, other comprehensive income (loss)	(423)	(10,403)	6,936
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent	14,432	3,448
Total, other comprehensive income (loss)	14,009	(6,955)
Defined benefit pension, balance December 31	(9,219)	(8,796)	1,607
Foreign currency translation, balance December 31	15,476	1,044	(2,404)
Total, balance December 31	$ 6,257	$ (7,752)	$ (797)

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Changes in Accumulated Other Comprehensive Income - Schedule of Defined Benefit Plans Disclosure (Details) - USD ($)	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Other Comprehensive (Income) Loss, Reclassification Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, Net of Tax	$ 62,000	$ 0
Prior service cost		0
Other Comprehensive (Income) Loss, Amortization Adjustment from AOCI, Pension and Other Postretirement Benefit Plans, for Net Prior Service Cost (Credit), before Tax	0	0
Actuarial losses		$ 0
Defined Benefit Plan, Net Periodic Benefit Cost	103,000
Other Comprehensive Income (Loss), Tax, Portion Attributable to Parent	$ 41,000

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Quarterly Results of Operations - Schedule of Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended								12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Quarterly Financial Information Disclosure [Abstract]
Revenue	$ 359,013	$ 328,415	$ 336,606	$ 302,222	$ 339,911	$ 309,391	$ 299,356	$ 274,854	$ 1,326,256	$ 1,223,512	$ 1,062,478
Cost of services sold	231,330	212,925	225,042	210,419	222,626	205,549	188,875	181,468	879,716	798,518	704,969
Income (Loss) from Continuing Operations, Including Portion Attributable to Noncontrolling Interest	(24,511)	(5,166)	31,072	(23,417)	(6,381)	(1,868)	19,555	(7,213)	(22,022)	4,093	(133,202)
Net loss attributable to MDC Partners Inc.	$ (26,222)	$ (8,604)	$ 29,560	$ (32,091)	$ (26,759)	$ (4,922)	$ 16,470	$ (8,846)	$ (37,357)	$ (24,057)	$ (148,863)
Basic
Continuing operations (in dollars per share)	$ (0.52)	$ (0.15)	$ 0.57	$ (0.52)	$ (0.17)	$ (0.07)	$ 0.36	$ (0.17)
Net income (loss) (in dollars per share)	(0.52)	(0.17)	0.60	(0.65)	(0.54)	(0.10)	0.33	(0.18)
Diluted
Continuing operations (in dollars per share)	(0.52)	(0.15)	0.56	(0.52)	(0.17)	(0.07)	0.35	(0.17)
Net income (loss) (in dollars per share)	$ (0.52)	$ (0.17)	$ 0.59	$ (0.65)	$ (0.54)	$ (0.10)	$ 0.32	$ (0.18)

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Quarterly Results of Operations - Textual (Details) - USD ($)	3 Months Ended		12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Business Acquisition, Contingent Consideration [Line Items]
Foreign exchange loss	$ (9,531)	$ (8,066)	$ 39,328,000	$ 18,482,000	$ 5,516,000
Stock-based compensation	4,771	5,463	17,796,000	17,696,000	22,438,000
Contingent Payment [Member]
Business Acquisition, Contingent Consideration [Line Items]
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability	$ 41,910	$ 1,751	$ 36,344,000	$ 16,467,000	$ 35,914,000

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VALUATION AND QUALIFYING ACCOUNTS (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Allowance for Doubtful Accounts [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	$ 1,409	$ 2,011	$ 1,581
Charged to Costs and Expenses	750	556	1,484
Removal of Uncollectable Receivables	(799)	(1,127)	(1,042)
Translation Adjustments Increase (Decrease)	(54)	(31)	(12)
Balance at the End of Period	1,306	1,409	2,011
Valuation Allowance of Deferred Tax Assets [Member]
Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Period	119,117	137,961	134,761
Charged to Costs and Expenses	9,381	(10,437)	6,640
Other	(149)	(7,062)	(2,212)
Translation Adjustments Increase (Decrease)	(4,206)	(1,345)	(1,228)
Balance at the End of Period	$ 124,143	$ 119,117	$ 137,961

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Other Events (Details) - USD ($)		1 Months Ended		12 Months Ended
	Aug. 07, 2015	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2015
Business Interruption Loss [Line Items]
Initial Perquisites Repayment				$ 11,285
Bonus Repayment	$ 10,582	$ 1,500	$ 1,000
Non-recoverable cash bonus award charge				5,338
SEC Investigation [Member]
Business Interruption Loss [Line Items]
Insurance Recoveries				13,705
Insurance Recoveries				$ 1,000