Condensed consolidating financial information

The Company’s Notes are jointly and severally and fully and unconditionally guaranteed on a senior basis by E.A. Viner International Co. and Viner Finance Inc. (together, the “Guarantors”), unless released as described below. Each of the Guarantors is 100% owned by the Company. The indenture for the Notes contains covenants with restrictions which are discussed in Note 9. The following consolidating financial statements present the financial position, results of operations and cash flows of the Company (referred to as “Parent” for purposes of this note only), the Guarantor subsidiaries, the Non-Guarantor subsidiaries and elimination entries necessary to consolidate the Company. Investments in subsidiaries are accounted for using the equity method for purposes of the consolidated presentation.

Each Guarantor will be automatically and unconditionally released and discharged upon: the sale, exchange or transfer of the capital stock of a Guarantor and the Guarantor ceasing to be a direct or indirect subsidiary of the Company if such sale does not constitute an asset sale under the indenture for the Notes or does not constitute an asset sale effected in compliance with the asset sale and merger covenants of the debenture for the Notes; a Guarantor being dissolved or liquidated; a Guarantor being designated unrestricted in compliance with the applicable provisions of the Notes; or the exercise by the Company of its legal defeasance option or covenant defeasance option or the discharge of the Company’s obligations under the indenture for the Notes in accordance with the terms of such indenture.

OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING BALANCE SHEET AS OF JUNE 30, 2014

(Expressed in thousands)	Parent		Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	1,198	$	6,560		$	57,416		$	—		$	65,174
Cash and securities segregated for regulatory and other purposes	—		—			19,117			—			19,117
Deposits with clearing organizations	—		—			32,185			—			32,185
Receivable from brokers, dealers and clearing organizations	—		—			351,317			—			351,317
Receivable from customers, net of allowance for credit losses of $2,436	—		—			951,015			—			951,015
Income tax receivable	24,593		27,611			(696		)	(38,268		)	13,240
Securities purchased under agreements to resell	—		—			250,000			—			250,000
Securities owned, including amounts pledged of $664,654, at fair value	—		5,669			938,802			—			944,471
Subordinated loan receivable	—		112,558			—			(112,558		)	—
Notes receivable, net	—		—			37,816			—			37,816
Office facilities, net	—		20,529			10,733			—			31,262
Deferred tax assets, net	213		309			23,943			(24,465		)	—
Intangible assets	—		—			31,700			—			31,700
Goodwill	—		—			137,889			—			137,889
Loans held for sale	—		—			15,806			—			15,806
Mortgage servicing rights	—		—			29,115			—			29,115
Other assets	1,950		27,034			105,867			—			134,851
Investment in subsidiaries	556,732		873,235			(180,475		)	(1,249,492		)	—
Intercompany receivables	94,333		(21,472		)	(10,160		)	(62,701		)	—
Total assets	$	679,019	$	1,052,033		$	2,801,390		$	(1,487,484	)	$	3,044,958
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Drafts payable	$	—	$	—		$	32,913		$	—		$	32,913
Bank call loans	—		—			147,200			—			147,200
Payable to brokers, dealers and clearing organizations	—		—			255,432			—			255,432
Payable to customers	—		—			684,884			—			684,884
Securities sold under agreements to repurchase	—		—			816,606			—			816,606
Securities sold, but not yet purchased, at fair value	—		—			126,092			—			126,092
Accrued compensation	—		—			122,210			—			122,210
Accounts payable and other liabilities	2,822		58,483			104,314			—			165,619
Income tax payable	2,440		22,189			13,639			(38,268		)	—
Senior secured notes	150,000		—			—			—			150,000
Subordinated indebtedness	—		—			112,558			(112,558		)	—
Deferred tax liabilities, net	—		60			38,800			(24,465		)	14,395
Intercompany payables	—		62,701			—			(62,701		)	—
Total liabilities	155,262		143,433			2,454,648			(237,992		)	2,515,351
Stockholders’ equity
Stockholders’ equity attributable to Oppenheimer Holdings Inc.	523,757		908,600			340,892			(1,249,492		)	523,757
Non-controlling interest	—		—			5,850			—			5,850
Total stockholders’ equity	523,757		908,600			346,742			(1,249,492		)	529,607
Total liabilities and stockholders’ equity	$	679,019	$	1,052,033		$	2,801,390		$	(1,487,484	)	$	3,044,958

OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2013

(Expressed in thousands)	Parent		Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	448	$	30,901		$	66,945		$	—		$	98,294
Cash and securities segregated for regulatory and other purposes	—		—			36,323			—			36,323
Deposits with clearing organizations	—		—			23,679			—			23,679
Receivable from brokers, dealers and clearing organizations	—		—			364,873			—			364,873
Receivable from customers, net of allowance for credit losses of $2,423	—		—			868,869			—			868,869
Income tax receivable	19,494		27,589			(817		)	(39,704		)	6,562
Securities purchased under agreements to resell	—		—			184,825			—			184,825
Securities owned, including amounts pledged of $586,625, at fair value	—		2,225			853,863			—			856,088
Subordinated loan receivable	—		112,558			—			(112,558		)	—
Notes receivable, net	—		—			40,751			—			40,751
Office facilities, net	—		21,250			11,689			—			32,939
Deferred tax assets, net	678		309			29,496			(30,483		)	—
Intangible assets	—		—			31,700			—			31,700
Goodwill	—		—			137,889			—			137,889
Loans held for sale	—		—			75,989			—			75,989
Mortgage servicing rights	—		—			28,879			—			28,879
Other assets	2,797		27,113			135,150			—			165,060
Investment in subsidiaries	546,755		910,230			(182,625		)	(1,274,360		)	—
Intercompany receivables	153,528		(68,920		)	(20,107		)	(64,501		)	—
Total assets	$	723,700	$	1,063,255		$	2,687,371		$	(1,521,606	)	$	2,952,720
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Drafts payable	$	—	$	—		$	48,198		$	—		$	48,198
Bank call loans	—		—			118,200			—			118,200
Payable to brokers, dealers and clearing organizations	—		—			223,315			—			223,315
Payable to customers	—		—			626,564			—			626,564
Securities sold under agreements to repurchase	—		—			757,491			—			757,491
Securities sold, but not yet purchased, at fair value	—		—			76,314			—			76,314
Accrued compensation	—		—			180,119			—			180,119
Accounts payable and other liabilities	3,742		59,289			129,609			(88		)	192,552
Income tax payable	2,440		22,189			15,075			(39,704		)	—
Senior secured notes	195,000		—			—			—			195,000
Subordinated indebtedness	—		—			112,558			(112,558		)	—
Deferred tax liabilities, net	—		—			37,579			(30,483		)	7,096
Intercompany payables	—		64,501			—			(64,501		)	—
Total liabilities	201,182		145,979			2,325,022			(247,334		)	2,424,849
Stockholders’ equity
Stockholders’ equity attributable to Oppenheimer Holdings Inc.	522,518		917,276			356,996			(1,274,272		)	522,518
Non-controlling interest	—		—			5,353			—			5,353
Total stockholders’ equity	522,518		917,276			362,349			(1,274,272		)	527,871
Total liabilities and stockholders’ equity	$	723,700	$	1,063,255		$	2,687,371		$	(1,521,606	)	$	2,952,720

OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2014

(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—	$	116,062	$	—		$	116,062
Advisory fees	—			—		70,741		(311		)	70,430
Investment banking	—			—		26,799		—			26,799
Interest	—			2,588		12,546		(2,586		)	12,548
Principal transactions, net	—			131		11,663		—			11,794
Other	—			74		12,046		(64		)	12,056
Total revenue	—			2,793		249,857		(2,961		)	249,689
EXPENSES
Compensation and related expenses	300			—		159,551		—			159,851
Communications and technology	47			—		17,489		—			17,536
Occupancy and equipment costs	—			—		15,971		(64		)	15,907
Clearing and exchange fees	—			—		6,024		—			6,024
Interest	3,464			—		3,534		(2,586		)	4,412
Other	3,817			11		42,306		(311		)	45,823
Total expenses	7,628			11		244,875		(2,961		)	249,553
Income (loss) before income taxes	(7,628		)	2,782		4,982		—			136
Income tax provision (benefit)	(2,723		)	1,269		2,843		—			1,389
Net income (loss) for the period	(4,905		)	1,513		2,139		—			(1,253		)
Less net income attributable to non-controlling interest, net of tax	—			—		301		—			301
Equity in subsidiaries	3,350			—		—		(3,350		)	—
Net income (loss) attributable to Oppenheimer Holdings Inc.	(1,555		)	1,513		1,838		(3,350		)	(1,554		)
Other comprehensive income	—			—		339		—			339
Total comprehensive income (loss)	$	(1,555	)	$	1,513	$	2,177	$	(3,350	)	$	(1,215	)

OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2014

(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—	$	238,200	$	—		$	238,200
Advisory fees	—			—		139,316		(681		)	138,635
Investment banking	—			—		60,323		—			60,323
Interest	—			5,321		24,913		(5,296		)	24,938
Principal transactions, net	—			171		20,440		—			20,611
Other	—			290		22,140		(280		)	22,150
Total revenue	—			5,782		505,332		(6,257		)	504,857
EXPENSES
Compensation and related expenses	615			—		331,186		—			331,801
Communications and technology	74			—		34,196		—			34,270
Occupancy and equipment costs	—			—		31,584		(280		)	31,304
Clearing and exchange fees	—			—		11,916		—			11,916
Interest	7,839			—		7,033		(5,296		)	9,576
Other	4,161			13		77,252		(681		)	80,745
Total expenses	12,689			13		493,167		(6,257		)	499,612
Income (loss) before income taxes	(12,689		)	5,769		12,165		—			5,245
Income tax provision (benefit)	(4,634		)	1,131		6,581		—			3,078
Net income (loss) for the period	(8,055		)	4,638		5,584		—			2,167
Less net income attributable to non-controlling interest, net of tax	—			—		497		—			497
Equity in subsidiaries	9,724			—		—		(9,724		)	—
Net income attributable to Oppenheimer Holdings Inc.	1,669			4,638		5,087		(9,724		)	1,670
Other comprehensive income	—			—		252		—			252
Total comprehensive income	$	1,669		$	4,638	$	5,339	$	(9,724	)	$	1,922

OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE THREE MONTHS ENDED JUNE 30, 2013

(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—		$	124,440	$	—		$	124,440
Advisory fees	—			—			61,127		(547		)	60,580
Investment banking	—			—			22,567		—			22,567
Principal transactions, net	—			(61		)	7,593		—			7,532
Interest	—			2,805			13,018		(2,717		)	13,106
Other	—			42			15,605		(42		)	15,605
Total revenue	—			2,786			244,350		(3,306		)	243,830
EXPENSES
Compensation and related expenses	254			—			159,752		—			160,006
Occupancy and equipment costs	—			—			17,183		(42		)	17,141
Communications and technology	35			—			15,983		—			16,018
Interest	4,375			—			5,485		(2,717		)	7,143
Clearing and exchange fees	—			—			6,293		—			6,293
Other	323			16			31,763		(547		)	31,555
Total expenses	4,987			16			236,459		(3,306		)	238,156
Income (loss) before income taxes	(4,987		)	2,770			7,891		—			5,674
Income tax provision (benefit)	(1,899		)	1,215			3,292		—			2,608
Net income (loss) for the period	(3,088		)	1,555			4,599		—			3,066
Less net income attributable to non-controlling interest, net of tax	—			—			218		—			218
Equity in subsidiaries	5,936			—			—		(5,936		)	—
Net income attributable to Oppenheimer Holdings Inc.	2,848			1,555			4,381		(5,936		)	2,848
Other comprehensive income (loss)	(3		)	—			52		—			49
Total comprehensive income	$	2,845		$	1,555		$	4,433	$	(5,936	)	$	2,897

OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2013

(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—	$	244,020	$	—		$	244,020
Advisory fees	—			—		118,487		(1,187		)	117,300
Investment banking	—			—		41,015		—			41,015
Principal transactions, net	—			12		23,237		—			23,249
Interest	5			5,593		25,314		(5,435		)	25,477
Other	—			84		31,915		(84		)	31,915
Total revenue	5			5,689		483,988		(6,706		)	482,976
EXPENSES
Compensation and related expenses	695			—		318,520		—			319,215
Occupancy and equipment costs	—			—		34,790		(84		)	34,706
Communications and technology	58			—		31,824		—			31,882
Interest	8,750			—		10,690		(5,435		)	14,005
Clearing and exchange fees	—			—		12,335		—			12,335
Other	760			19		58,854		(1,187		)	58,446
Total expenses	10,263			19		467,013		(6,706		)	470,589
Income (loss) before income taxes	(10,258		)	5,670		16,975		—			12,387
Income tax provision (benefit)	(3,931		)	1,894		7,465		—			5,428
Net income (loss) for the period	(6,327		)	3,776		9,510		—			6,959
Less net income attributable to non-controlling interest, net of tax	—			—		448		—			448
Equity in subsidiaries	12,838			—		—		(12,838		)	—
Net income attributable to Oppenheimer Holdings Inc.	6,511			3,776		9,062		(12,838		)	6,511
Other comprehensive income (loss)	(3		)	—		503		—			500
Total comprehensive income	$	6,508		$	3,776	$	9,565	$	(12,838	)	$	7,011

OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2014

(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operations:
Net income (loss) for the period	$	(8,055	)	$	4,638		$	5,584		$	—	$	2,167
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization of office facilities and leasehold improvements	—			—			3,862			—		3,862
Deferred income taxes	—			—			7,299			—		7,299
Amortization of notes receivable	—			—			8,534			—		8,534
Amortization of debt issuance costs	287			—			—			—		287
Write-off of debt issuance costs	588			—			—			—		588
Amortization of mortgage servicing rights	—			—			1,514			—		1,514
Provision for credit losses	—			—			13			—		13
Share-based compensation expense	232			—			3,247			—		3,479
Payment of taxes due for share-based awards	(2,074		)	—			—			—		(2,074		)
Changes in operating assets and liabilities	56,317			(28,979		)	(66,397		)	—		(39,059		)
Cash provided by (used in) continuing operations	47,295			(24,341		)	(36,344		)	—		(13,390		)
Cash flows from investing activities
Purchase of office facilities	—			—			(2,185		)	—		(2,185		)
Cash used in investing activities	—			—			(2,185		)	—		(2,185		)
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock	(2,984		)	—			—			—		(2,984		)
Issuance of Class A non-voting common stock	185			—			—			—		185
Tax benefit from share-based awards	1,254			—			—			—		1,254
Redemption of senior secured notes	(45,000		)	—			—			—		(45,000		)
Other financing activities	—			—			29,000			—		29,000
Cash flow provided by (used in) financing activities	(46,545		)	—			29,000			—		(17,545		)
Net increase (decrease) in cash and cash equivalents	750			(24,341		)	(9,529		)	—		(33,120		)
Cash and cash equivalents, beginning of the period	448			30,901			66,945			—		98,294
Cash and cash equivalents, end of the period	$	1,198		$	6,560		$	57,416		$	—	$	65,174

OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2013

(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operations:
Net income (loss) for the period	$	(6,327	)	$	3,776		$	9,510		$	—	$	6,959
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization of office facilities and leasehold improvements	—			—			5,045			—		5,045
Deferred income taxes	—			—			14,399			—		14,399
Amortization of notes receivable	—			—			9,388			—		9,388
Amortization of debt issuance costs	319			—			—			—		319
Amortization of mortgage servicing rights	—			—			538			—		538
Provision for (reversal of) credit losses	—			—			(147		)	—		(147		)
Share-based compensation expense	—			—			3,280			—		3,280
Changes in operating assets and liabilities	9,328			(8,250		)	(146,738		)	—		(145,660		)
Cash provided by (used in) continuing operations	3,320			(4,474		)	(104,725		)	—		(105,879		)
Cash flows from investing activities
Purchase of office facilities	—			—			(11,687		)	—		(11,687		)
Cash used in investing activities	—			—			(11,687		)	—		(11,687		)
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock	(2,994		)	—			—			—		(2,994		)
Repurchase of Class A non-voting common stock	(208		)	—			—			—		(208		)
Other financing activities	—			—			91,500			—		91,500
Cash flow provided by (used in) financing activities	(3,202		)	—			91,500			—		88,298
Net increase (decrease) in cash and cash equivalents	118			(4,474		)	(24,912		)	—		(29,268		)
Cash and cash equivalents, beginning of the period	35			40,658			94,673			—		135,366
Cash and cash equivalents, end of the period	$	153		$	36,184		$	69,761		$	—	$	106,098