2014 ORGANIC REVENUE GROWTH OF 10.8%, ADJUSTED EBITDA GROWTH OF 17.0%, AND ADJUSTED EBITDA AVAILABLE FOR GENERAL CAPITAL PURPOSES GROWTH OF 11.8%

QUARTERLY DIVIDEND INCREASED 10.5% FROM $0.19 TO $0.21 PER SHARE

NEW YORK, Feb. 23, 2015 /PRNewswire/ --

FULL YEAR HIGHLIGHTS:


    --  Revenue increased to $1.22 billion from $1.06 billion, an increase of
        15.2%
    --  Net loss attributable to MDC Partners improved by $124.8 million to
        ($24.1) million from ($148.9) million
    --  Organic revenue increased 10.8%
    --  Adjusted EBITDA increased to $179.4 million from $153.3 million, an
        increase of 17.0% (see Schedules 4 and 5)
    --  Adjusted EBITDA margin of 14.7% versus 14.4% in the same period last
        year (see Schedules 4 and 5)
    --  Adjusted EBITDA Available for General Capital Purposes increased to
        $98.8 million from $88.4 million, an increase of 11.8% (see Schedule 6)
    --  Net New Business wins totaled $162.7 million, an increase of 27.9% from
        $127.2 million in 2013

FOURTH QUARTER HIGHLIGHTS:


    --  Revenue increased to $339.9 million from $289.2 million, an increase of
        17.5%
    --  Net loss attributable to MDC Partners improved by $67.6 million to
        ($26.8) million from ($94.3) million
    --  Organic revenue increased 12.5%
    --  Adjusted EBITDA increased to $51.8 million from $45.2 million, an
        increase of 14.6% (see Schedules 2 and 3)
    --  Adjusted EBITDA margin of 15.2% versus 15.6% in the same period last
        year (see Schedules 2 and 3)
    --  Adjusted EBITDA Available for General Capital Purposes increased to
        $31.1 million from $27.0 million, an increase of 15.1% (see Schedule 6)
    --  Net New Business wins totaled $56.7 million

(NASDAQ: MDCA; TSX: MDZ.A) - MDC Partners Inc. ("MDC Partners" or the "Company") today announced financial results for the three and twelve months ended December 31, 2014.

Miles S. Nadal, Chairman and Chief Executive Officer of MDC Partners, said, "Our business performed very well in 2014, highlighted by industry-leading organic revenue growth, strong EBITDA growth and operating leverage, and robust overall cash generation. Our partner firms continue to outperform their competition, as demonstrated by the record amount of net new business won during the year, and we made solid progress on the areas of our targeted growth, including Media and International. In addition, our strong track record of strategically allocating capital, whether through internal investments, acquisitions, or dividends continues to deliver meaningful and measurable returns for our stakeholders.

"Looking ahead, we expect to achieve 7-9% organic growth in 2015, and combined with margin expansion and an efficient capital structure, our financial framework should result in steady, significant cash generation. The future is bright for MDC."

Guidance for 2015 is established as follows:



                                                                                                  Implied

                                                    2014                            2015        Year over Year

                                   Actuals               Guidance                                 Change
                                   -------               --------                                 ------


    Revenue                                $1.22 billion        $1.300 - $1.330 billion                         +6.5% to +8.5%


    Adjusted EBITDA                       $179.4 million            $195 - $205 million                        +8.7% to +14.3%

    Implied Adjusted EBITDA Margin                 14.7%                 15.0% to 15.4%  +35 to 75 basis points


    Adjusted EBITDA Available for          $98.8 million            $109 - $119 million                       +10.3% to +20.4%

    General Capital Purposes

For the twelve month period ended December 31, 2014, consolidated revenue was $1.22 billion, an increase of 15.2%, compared to $1.06 billion in the twelve months ended December 31, 2013. Adjusted EBITDA for the twelve months ended December 31, 2014 was $179.4 million, an increase of 17.0% compared to $153.3 million in the same period of 2013. Net loss attributable to MDC Partners in the twelve months ended December 31, 2014 was ($24.1) million compared to a loss of ($148.9) million in 2013. Loss per share from continuing operations attributable to MDC Partners common shareholders for the twelve months ended December 31, 2014 was ($0.49) compared to a loss of ($3.16) per share in the same period of 2013. Adjusted EBITDA Available for General Capital Purposes was $98.8 million in the twelve months ended December 31, 2014, compared to $88.4 million in the same period of 2013.

Consolidated revenue for the fourth quarter of 2014 was $339.9 million, an increase of 17.5%, compared to $289.2 million in the fourth quarter of 2013. Adjusted EBITDA for the fourth quarter of 2014 was $51.8 million, an increase of 14.6%, compared to $45.2 million in the fourth quarter of 2013. Net loss attributable to MDC Partners in the fourth quarter was ($26.8) million compared to a loss of ($94.3) million in the fourth quarter of 2013. Loss per share from continuing operations attributable to MDC Partners common shareholders for the fourth quarter of 2014 was ($0.54) compared to a loss of ($2.00) per share in the same period of 2013. Adjusted EBITDA Available for General Capital Purposes was $31.1 million in the fourth quarter of 2014 compared to $27.0 million in the fourth quarter of 2013.

David Doft, CFO of MDC Partners, said, "We are particularly pleased that we delivered this solid performance in 2014 despite a significant strengthening of the US dollar, which resulted in currency headwinds of over 1% in the fourth quarter. As we enter 2015, maintaining a disciplined approach to managing investment and allocating capital remains a top priority. In terms of our financial outlook for the year, our recent new business performance bolsters our confidence, but we do have to account for some expected volatility of foreign currency movements as well as the timing associated with the ramp-up of recent new business. As such, we expect revenue to increase 6.5% to 8.5%, consisting of 7% to 9% organic growth and net of an approximate 200 basis point negative impact from foreign currency assuming that FX rates remain unchanged. We expect Adjusted EBITDA to increase 8.7% to 14.3%, implying margin expansion of 35 to 75 basis points, and keeping us on track to achieve our margin target of 17-19% within 3 to 5 years. Adjusted EBITDA growth and margin expansion in 2015 is despite an expected 3% impact from unfavorable foreign currency rate movements. With the capital efficiency of our model, Adjusted EBITDA Available for General Capital Purposes is expected to increase 10.3% to 20.4%."

MDC Partners Announces $0.21 per Share Quarterly Cash Dividend, Up 10.5% from Prior Dividend

MDC Partners today also announced that its Board of Directors has declared a cash dividend of $0.21 per share on all of its outstanding Class A shares and Class B shares. The quarterly dividend will be payable on or about March 19, 2015, to shareholders of record at the close of business on March 5, 2015.

Conference Call

Management will host a conference call on Monday, February 23, 2015, at 4:30 p.m. (ET) to discuss results. Access the conference call by dialing 1-412-902-4266 or toll free 1-888-346-6216. An investor presentation has been posted on our website www.mdc-partners.com and may be referred to during the conference call.

A recording of the conference call will be available one hour after the call until 9:00 a.m. (ET), March 10, 2015, by dialing 1-412-317-0088 or toll free 1-877-344-7529 (passcode 10060211), or by visiting our website at www.mdc-partners.com.

About MDC Partners Inc.

MDC Partners is one of the world's largest Business Transformation Organizations that utilizes technology, marketing communications, data analytics, insights and strategic consulting solutions to drive meaningful returns on Marketing and Communications Investments for multinational clients in the United States, Canada, Europe, Asia and Latin America.

MDC Partners' durable competitive advantage is to Empower the Most Talented Entrepreneurial Thought Leaders to Drive Business Success to new levels of Achievement, for both our Clients and our Shareholders, reinforcing the Company's reputation as "The Place Where Great Talent Lives."

MDC Partners' Class A shares are publicly traded on NASDAQ under the symbol "MDCA" and on the Toronto Stock Exchange under the symbol "MDZ.A".

Please visit us: www.mdc-partners.com
Follow us on Twitter: http://www.twitter.com/mdcpartners
Join us on LinkedIn: http://www.linkedin.com/company/mdc-partners
Find us on Instagram: http://www.instagram.com/mdcpartners

Non-GAAP Financial Measures

In addition to its reported results, MDC Partners has included in this earnings release certain financial results that the Securities and Exchange Commission defines as "non-GAAP financial measures." Management believes that such non-GAAP financial measures, when read in conjunction with the Company's reported results, can provide useful supplemental information for investors analyzing period to period comparisons of the Company's results. These non-GAAP financial measures relate to: (1) presenting Adjusted EBITDA and EBITDA margin (as defined) for the three and twelve months ended December 31, 2014, and 2013; and (2) presenting Adjusted EBITDA Available for General Capital Purposes for the three and twelve months ended December 31, 2014, and 2013. Included in this earnings release are tables reconciling MDC Partners' reported results to arrive at these non-GAAP financial measures.

This press release contains forward-looking statements. The Company's representatives may also make forward-looking statements orally from time to time. Statements in this press release that are not historical facts, including statements about the Company's beliefs and expectations, earnings guidance, recent business and economic trends, potential acquisitions, estimates of amounts for deferred acquisition consideration and "put" option rights, 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 severe effects of international, national and
        regional economic downturn;
    --  the Company's ability to attract new clients and retain existing
        clients;
    --  the spending patterns and financial success of the Company's clients;
    --  the Company's ability to retain and attract key employees;
    --  the Company's ability to remain in compliance with its debt agreements
        and the Company's ability to finance its contingent payment obligations
        when due and payable, including but not limited to those relating to
        "put" option right 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 material acquisitions of ownership interests in entities in the marketing communications services industry. The Company intends to finance these acquisitions by using available cash from operations, from borrowings under its credit facility and through incurrence of bridge or other debt financing, any of which may increase the Company's leverage ratios, or by issuing equity, which may have a dilutive impact on existing shareholders proportionate ownership. At any given time the Company may be engaged in a number of discussions that may result in one or more material acquisitions. These opportunities require confidentiality and may involve negotiations that require quick responses by the Company. Although there is uncertainty that any of these discussions will result in definitive agreements or the completion of any transactions, the announcement of any such transaction may lead to increased volatility in the trading price of the Company's securities.

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


                                                                                                              SCHEDULE 1


                                                                                                          MDC PARTNERS INC.

                                                                                           UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

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


                                                                                                                        Three Months Ended
                                                                                                                           December 31,                     Year Ended December 31,
                                                                                                                            ------------------              -----------------------

                                                                                                                                            2014       2013                                2014          2013
                                                                                                                                            ----       ----                                ----          ----



    Revenue                                                                                                                             $339,911   $289,229                          $1,223,512    $1,062,478


    Operating Expenses:

    Cost of services sold                                                                                                                222,626    187,431                             798,518       704,969

    Office and general expenses                                                                                                           76,486    161,658                             290,073       355,964

    Depreciation and amortization                                                                                                         15,089     10,272                              47,172        36,139

                                                                                                                                         314,201    359,361                           1,135,763     1,097,072
                                                                                                                                         -------    -------                           ---------     ---------


    Operating profit (loss)                                                                                                               25,710   (70,132)                             87,749      (34,594)


    Other Income (Expenses):

    Other, net                                                                                                                           (9,145)   (4,590)                           (17,793)      (2,985)

    Interest expense and finance charges                                                                                                (14,602)  (11,718)                           (55,265)     (45,110)

    Loss on redemption of Notes                                                                                                                -         -                                  -     (55,588)

    Interest income                                                                                                                          131         59                                 418           427
                                                                                                                                             ---        ---                                 ---           ---


    Income (loss) from continuing operations before income taxes

      and equity in non-consolidated affiliates                                                                                            2,094   (86,381)                             15,109     (137,850)


    Income tax expense (benefit)                                                                                                           9,658      3,822                              12,422       (4,367)
                                                                                                                                           -----      -----                              ------        ------


    Income (loss) from continuing operations before equity in non-consolidated affiliates                                                (7,564)  (90,203)                              2,687     (133,483)

    Equity in earnings of non-consolidated affiliates                                                                                      1,183         85                               1,406           281
                                                                                                                                           -----        ---                               -----           ---


    Income (loss) from continuing operations                                                                                             (6,381)  (90,118)                              4,093     (133,202)

    Loss from discontinued operations attributable to MDC Partners                                                                      (18,284)   (2,149)                           (21,260)      (9,200)
    Inc., net of taxes


    Net loss                                                                                                                            (24,665)  (92,267)                           (17,167)    (142,402)

    Net income attributable to the noncontrolling interests                                                                              (2,094)   (2,054)                            (6,890)      (6,461)
                                                                                                                                          ------     ------                              ------        ------

    Net loss attributable to MDC Partners Inc.                                                                                         ($26,759) ($94,321)                          ($24,057)   ($148,863)
                                                                                                                                        ========   ========                            ========     =========


    Loss Per Common Share:

    Basic and Diluted

    Loss from continuing operations attributable to MDC

       Partners Inc. common shareholders                                                                                                 ($0.17)   ($1.95)                            ($0.06)      ($2.96)

    Discontinued operations attributable to MDC

       Partners Inc. common shareholders                                                                                                 ($0.37)   ($0.05)                            ($0.43)      ($0.20)
                                                                                                                                          ------     ------                              ------        ------

    Net loss attributable to MDC Partners Inc.

       common shareholders                                                                                                               ($0.54)   ($2.00)                            ($0.49)      ($3.16)
                                                                                                                                          ======     ======                              ======        ======



    Weighted Average Number of Common Shares Outstanding:

    Basic and Diluted                                                                                                                 49,683,864 47,272,986                          49,545,350    47,108,406


                                                                                                                                                      SCHEDULE 2


                                                                                                                                                   MDC PARTNERS INC.

                                                                                                                                RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

                                                                                                                                           (US$ in 000s, except percentages)


    For the Three Months Ended December 31, 2014


                                                                                                                                                   Strategic                           Performance

                                                                                                                                                   Marketing                            Marketing

                                                                                                                                                   Services                             Services            Corporate           Total
                                                                                                                                                   --------                             --------            ---------           -----





    Revenue                                                                                                                                                   $270,871                              $69,040                   -          $339,911
                                                                                                                                                              ========                              =======                 ===          ========




    Net loss attributable to MDC Partners Inc.                                                                                                                                                                                        ($26,759)

    Adjustments to reconcile to Operating profit (loss):

       Net income attributable to the noncontrolling interests                                                                                                                                                                            2,094

       Loss from discontinued operations attributable to

    MDC Partners Inc., net of taxes                                                                                                                                                                                                      18,284

       Equity in earnings of non-consolidated affiliates                                                                                                                                                                                (1,183)

       Income tax expense                                                                                                                                                                                                                 9,658

       Interest expense and finance charges, net                                                                                                                                                                                         14,471

       Other, net                                                                                                                                                                                                                         9,145
                                                                                                                                                                                                                                          -----

    Operating profit (loss)                                                                                                                                    $25,093                              $12,154           ($11,537)           $25,710

    margin                                                                                                                                                        9.3%                               17.6%                                 7.6%


    Additional adjustments to reconcile to Adjusted EBITDA:

    Depreciation and amortization                                                                                                                                6,976                                7,684                 429             15,089

    Stock-based compensation                                                                                                                                     3,549                                  869               1,045              5,463

    Acquisition deal costs                                                                                                                                       1,733                                  282                 405              2,420

    Deferred acquisition consideration adjustments to P&L                                                                                                       13,798                             (12,047)                  -             1,751

    Profit distributions from non-consolidated affiliates                                                                                                            -                                 616                 720              1,336
                                                                                                                                                                   ---                                 ---                 ---              -----


    Adjusted EBITDA *                                                                                                                                          $51,149                               $9,558            ($8,938)           $51,769

    margin                                                                                                                                                       18.9%                               13.8%                                15.2%




    * Adjusted EBITDA is a non-GAAP measure, but as shown above it represents operating profit (loss) plus depreciation and amortization,

      stock-based compensation, acquisition deal costs, deferred acquisition consideration adjustments, and profit distributions from affiliates.


                                                                                                                                                       SCHEDULE 3


                                                                                                                                                   MDC PARTNERS INC.

                                                                                                                                 RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

                                                                                                                                           (US$ in 000s, except percentages)


    For the Three Months Ended December 31, 2013


                                                                                                                                                   Strategic                            Performance

                                                                                                                                                   Marketing                             Marketing

                                                                                                                                                   Services                              Services           Corporate           Total
                                                                                                                                                   --------                              --------           ---------           -----





    Revenue                                                                                                                                                   $227,976                              $61,253                   -          $289,229
                                                                                                                                                              ========                              =======                 ===          ========




    Net loss attributable to MDC Partners Inc.                                                                                                                                                                                        ($94,321)

    Adjustments to reconcile to Operating profit (loss):

       Net income attributable to the noncontrolling interests                                                                                                                                                                            2,054

       Loss from discontinued operations attributable to

    MDC Partners Inc., net of taxes                                                                                                                                                                                                       2,149

       Equity in earnings of non-consolidated affiliates                                                                                                                                                                                   (85)

       Income tax expense                                                                                                                                                                                                                 3,822

       Interest expense and finance charges, net                                                                                                                                                                                         11,659

       Other, net                                                                                                                                                                                                                         4,590
                                                                                                                                                                                                                                          -----

    Operating profit (loss)                                                                                                                                     $7,957                               $1,114           ($79,203)         ($70,132)

    margin                                                                                                                                                        3.5%                                1.8%                               -24.2%


    Additional adjustments to reconcile to Adjusted EBITDA:

    Depreciation and amortization                                                                                                                                6,489                                3,378                 405             10,272

    Stock-based compensation                                                                                                                                     2,434                                  920              60,361             63,715

    Acquisition deal costs                                                                                                                                         123                                   88                 425                636

    Deferred acquisition consideration adjustments to P&L                                                                                                       27,666                                2,848                   -            30,514

    One time incentive                                                                                                                                               -                                   -              9,649              9,649

    Profit distributions from non-consolidated affiliates                                                                                                            -                                   -                517                517
                                                                                                                                                                   ---                                 ---                ---                ---


    Adjusted EBITDA *                                                                                                                                          $44,669                               $8,348            ($7,846)           $45,171

    margin                                                                                                                                                       19.6%                               13.6%                                15.6%




    *Adjusted EBITDA is a non-GAAP measure, but as shown above it represents operating profit (loss) plus depreciation and amortization,

     stock-based compensation, acquisition deal costs, deferred acquisition consideration adjustments,one time incentive and profit distributions from affiliates.


                                                                                                                                                         SCHEDULE 4


                                                                                                                                                     MDC PARTNERS INC.

                                                                                                                                   RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

                                                                                                                                             (US$ in 000s, except percentages)


    For the Year Ended December 31, 2014


                                                                                                                                                   Strategic                              Performance

                                                                                                                                                   Marketing                               Marketing

                                                                                                                                                   Services                                Services            Corporate           Total
                                                                                                                                                   --------                                --------            ---------           -----





    Revenue                                                                                                                                                   $954,211                                $269,301                   -        $1,223,512
                                                                                                                                                              ========                                ========                 ===        ==========




    Net loss attributable to MDC Partners Inc.                                                                                                                                                                                           ($24,057)

    Adjustments to reconcile to Operating profit (loss):

       Net income attributable to the noncontrolling interests                                                                                                                                                                               6,890

       Loss from discontinued operations attributable to

    MDC Partners Inc., net of taxes                                                                                                                                                                                                         21,260

       Equity in earnings of non-consolidated affiliates                                                                                                                                                                                   (1,406)

       Income tax expense                                                                                                                                                                                                                   12,422

       Interest expense and finance charges, net                                                                                                                                                                                            54,847

       Other, net                                                                                                                                                                                                                           17,793
                                                                                                                                                                                                                                            ------

    Operating profit (loss)                                                                                                                                   $111,423                                 $22,244           ($45,918)            87,749

    margin                                                                                                                                                       11.7%                                   8.3%                                 7.2%


    Additional adjustments to reconcile to Adjusted EBITDA:

    Depreciation and amortization                                                                                                                               24,158                                  21,229               1,785             47,172

    Stock-based compensation                                                                                                                                     9,616                                   3,553               4,527             17,696

    Acquisition deal costs                                                                                                                                       3,071                                   1,260               1,802              6,133

    Deferred acquisition consideration adjustments to P&L                                                                                                       23,238                                 (6,771)                  -            16,467

    Profit distributions from non-consolidated affiliates                                                                                                            -                                    937               3,201              4,138
                                                                                                                                                                   ---                                    ---               -----              -----


    Adjusted EBITDA *                                                                                                                                         $171,506                                 $42,452           ($34,603)          $179,355

    margin                                                                                                                                                       18.0%                                  15.8%                                14.7%




    * Adjusted EBITDA is a non-GAAP measure, but as shown above it represents operating profit (loss) plus depreciation and amortization,

      stock-based compensation, acquisition deal costs, deferred acquisition consideration adjustments, and profit distributions from affiliates.


                                                                                                                                                                             SCHEDULE 5


                                                                                                                                                                         MDC PARTNERS INC.

                                                                                                                                                       RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA

                                                                                                                                                                 (US$ in 000s, except percentages)


    For the Year Ended December 31, 2013


                                                                                                                                                                                          Strategic           Performance

                                                                                                                                                                                          Marketing            Marketing

                                                                                                                                                                                          Services             Services            Corporate            Total
                                                                                                                                                                                          --------             --------            ---------            -----





    Revenue                                                                                                                                                                                          $836,936             $225,542                    -         $1,062,478
                                                                                                                                                                                                     ========             ========                  ===         ==========




    Net loss attributable to MDC Partners Inc.                                                                                                                                                                                                                ($148,863)

    Adjustments to reconcile to Operating profit (loss):

       Net loss attributable to the noncontrolling interests                                                                                                                                                                                                       6,461

       Loss from discontinued operations attributable to

    MDC Partners Inc., net of taxes                                                                                                                                                                                                                                9,200

       Equity in earnings of non-consolidated affiliates                                                                                                                                                                                                           (281)

       Income tax benefit                                                                                                                                                                                                                                        (4,367)

       Interest expense, finance charges, and loss on redemption of notes, net                                                                                                                                                                                   100,271

       Other, net                                                                                                                                                                                                                                                  2,985
                                                                                                                                                                                                                                                                   -----

    Operating profit (loss)                                                                                                                                                                           $86,942               $6,572           ($128,108)          ($34,594)

    margin                                                                                                                                                                                              10.4%                2.9%                                  -3.3%


    Additional adjustments to reconcile to Adjusted EBITDA:

    Depreciation and amortization                                                                                                                                                                      24,210               10,535                1,394              36,139

    Stock-based compensation                                                                                                                                                                            7,657                3,017               89,731             100,405

    Acquisition deal costs                                                                                                                                                                                323                  324                1,419               2,066

    Deferred acquisition consideration adjustments to P&L                                                                                                                                              35,746                  168                    -             35,914

    One time incentive                                                                                                                                                                                      -                   -               9,649               9,649

    Profit distributions from non-consolidated affiliates                                                                                                                                                   -                   -               3,761               3,761
                                                                                                                                                                                                          ---                 ---               -----               -----


    Adjusted EBITDA *                                                                                                                                                                                $154,878              $20,616            ($22,154)           $153,340

    margin                                                                                                                                                                                              18.5%                9.1%                                  14.4%



    *Adjusted EBITDA is a non-GAAP measure, but as shown above it represents operating profit (loss) plus depreciation and amortization,

     stock-based compensation, acquisition deal costs, deferred acquisition consideration adjustments, one time incentive, and profit distributions from affiliates.


                                                                                              SCHEDULE 6


                                                                                           MDC PARTNERS INC.

                                                                        ADJUSTED EBITDA AVAILABLE FOR GENERAL CAPITAL PURPOSES

                                                                                             (US$ in 000s)



                                                                                                                                        Three Months Ended December 31,                 Year Ended December 31,
                                                                                                                                        -------------------------------                 -----------------------

                                                                                                                                                   2014                 2013                       2014             2013
                                                                                                                                                   ----                 ----                       ----             ----

    Adjusted EBITDA (1)                                                                                                                         $51,769              $45,171                   $179,355         $153,340

    Net income attributable to noncontrolling interests                                                                                         (2,094)             (2,054)                   (6,890)         (6,461)

    Capital expenditures, net (2)                                                                                                               (4,999)             (4,388)                  (23,078)        (15,851)

    Cash taxes                                                                                                                                     (72)               (364)                     (431)           (919)

    Cash interest, net & other (3)                                                                                                             (13,485)            (11,328)                  (50,128)        (41,692)
                                                                                                                                                -------              -------                    -------          -------


    Adjusted EBITDA Available for General Capital Purposes (4)                                                                                  $31,119              $27,037                    $98,828          $88,417
                                                                                                                                                =======              =======                    =======          =======




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

    (2) Capital expenditures, net represents capital expenditures net of landlord reimbursements.

    (3) Cash interest, net & other represents the quarterly accrual of cash interest under our Senior Notes.

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


                                                                 SCHEDULE 7


                                                              MDC PARTNERS INC.

                                                         CONSOLIDATED BALANCE SHEETS

                                                                (US$ in 000s)



                                                                       December 31,          December 31,

                                                                                        2014                    2013
                                                                                        ----                    ----



    Assets

    Current Assets:

    Cash and cash equivalents                                                       $119,767                $102,007

    Accounts receivable, net                                                         355,295                 309,796

    Expenditures billable to clients                                                  40,202                  63,246

    Other current assets                                                              36,978                  25,458
                                                                                      ------                  ------

    Total Current Assets                                                             552,242                 500,507


    Fixed assets, net                                                                 60,240                  52,071

    Investment in non-consolidated
     affiliates                                                                        6,110                     275

    Goodwill                                                                         851,373                 744,333

    Other intangible assets, net                                                      86,121                  56,262

    Deferred tax assets                                                               18,758                  21,131

    Other assets                                                                      74,046                  50,648
                                                                                      ------                  ------

    Total Assets                                                                  $1,648,890              $1,425,227
                                                                                  ==========              ==========



    Liabilities, Redeemable Noncontrolling Interests and Shareholders' Deficit

    Current Liabilities:

    Accounts payable                                                                $316,285                $246,694

    Accruals and other liabilities                                                   271,273                 240,580

    Advance billings                                                                 142,608                 149,540

    Current portion of long term debt                                                    534                     467

    Current portion of deferred
     acquisition consideration                                                        90,804                  53,041
                                                                                      ------                  ------

    Total Current Liabilities                                                        821,504                 690,322


    Long-term debt, less current portion                                             742,593                 664,661

    Long-term portion of deferred
     acquisition consideration                                                       114,564                 100,872

    Other liabilities                                                                 45,861                  34,430

    Deferred tax liabilities                                                          77,997                  63,020

    Total Liabilities                                                              1,802,519               1,553,305
                                                                                   ---------               ---------


    Redeemable Noncontrolling Interests                                              194,951                 148,534
                                                                                     -------                 -------


    Shareholders' Deficit

    Common shares                                                                    265,818                 262,656

    Shares to be issued                                                                    -                    424

    Charges in excess of capital                                                   (209,668)              (126,352)

    Accumulated deficit                                                            (489,633)              (465,576)

    Stock subscription receivable                                                          -                   (55)

    Accumulated other comprehensive loss                                             (7,752)                  (797)
                                                                                      ------                    ----

    MDC Partners Inc. Shareholders'
     Deficit                                                                       (441,235)              (329,700)

    Noncontrolling Interests                                                          92,655                  53,088
                                                                                      ------                  ------

    Total Shareholders' Deficit                                                    (348,580)              (276,612)
                                                                                    --------                --------


    Total Liabilities, Redeemable
     Noncontrolling

       Interests and Shareholders' Deficit                                        $1,648,890              $1,425,227
                                                                                  ==========              ==========


                                     SCHEDULE 8


                                  MDC PARTNERS INC.

                               SUMMARY CASH FLOW DATA

                                    (US$ in 000s)



                                            Year Ended December
                                                    31,
                                           --------------------

                                                              2014      2013
                                                              ----      ----


    Cash flows provided by
     continuing operating
     activities                                           $135,769   $55,994

    Discontinued operations                                (1,827)    3,305
                                                            ------

    Net cash provided by
     operating activities                                  133,942    59,299
                                                           -------    ------


    Cash flows used in
     continuing investing
     activities                                           (97,578) (27,373)

    Discontinued operations                                (2,108)  (2,751)
                                                            ------    ------

    Net cash used in investing
     activities                                           (99,686) (30,124)


    Net cash provided by (used
     in) continuing financing
     activities                                           (15,388)   11,758

      Discontinued operations                                 (40)  (1,266)
                                                               ---    ------

    Net cash provided by (used
     in) financing activities                             (15,428)   10,492


    Effect of exchange rate
     changes on cash and cash
     equivalents                                           (1,068)    2,010
                                                            ------     -----


    Net increase  in cash and
     cash equivalents                                      $17,760   $41,677
                                                           =======   =======

CONTACT:
Matt Chesler, CFA
VP, Investor Relations
646-412-6877
mchesler@mdc-partners.com

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SOURCE MDC Partners Inc.