each year of MDC’s financial statements, as follows (with minor
We have audited the accompanying consolidated balance sheets of MDC Part-
ners Inc. as of December 31, 2016 and 2015 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, 2016.
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, 2016 and 2015, and the results of its operations and its
cash flows for each of the three years in the period ended December 31, 2016,
in conformity with accounting principles generally accepted in the United
States of America.
 In its annual reports, MDC is required to publish an
assessment of the effectiveness of its “ICFR” (internal controls
over financial reporting). MDC’s auditors are required to attest
and report on management’s assessment of ICFR.
 In every relevant year, MDC reported that it maintained
effective ICFR, and BDO confirmed this.
 BDO provided the following report from 2012 to 2016
(with minor variations) about MDC’s ICFR:
We have audited MDC Partners Inc.’s internal control over financial report-
ing as of December 31, 2016, 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