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 SEPTEMBER 30, 2014

(Expressed in thousands)	Parent		Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	1,162	$	5,123		$	71,657		$	—		$	77,942
Cash and securities segregated for regulatory and other purposes	—		—			19,106			—			19,106
Deposits with clearing organizations	—		—			31,611			—			31,611
Receivable from brokers, dealers and clearing organizations	—		—			380,943			—			380,943
Receivable from customers, net of allowance for credit losses of $2,451	—		—			883,133			—			883,133
Income tax receivable	26,600		27,371			(693		)	(45,477		)	7,801
Securities purchased under agreements to resell	—		—			250,000			—			250,000
Securities owned, including amounts pledged of $498,928, at fair value	—		5,694			801,078			—			806,772
Subordinated loan receivable	—		112,558			—			(112,558		)	—
Notes receivable, net	—		—			37,673			—			37,673
Office facilities, net	—		20,310			10,208			—			30,518
Deferred tax assets, net	21		309			26,102			(26,432		)	—
Intangible assets	—		—			31,700			—			31,700
Goodwill	—		—			137,889			—			137,889
Loans held for sale	—		—			20,095			—			20,095
Mortgage servicing rights	—		—			29,496			—			29,496
Other assets	1,839		27,077			102,148			—			131,064
Investment in subsidiaries	561,539		881,012			(179,607		)	(1,262,944		)	—
Intercompany receivables	93,926		(19,048		)	(12,175		)	(62,703		)	—
Total assets	$	685,087	$	1,060,406		$	2,640,364		$	(1,510,114	)	$	2,875,743
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Drafts payable	$	—	$	—		$	24,316		$	—		$	24,316
Bank call loans	—		—			135,500			—			135,500
Payable to brokers, dealers and clearing organizations	—		—			204,950			—			204,950
Payable to customers	—		—			689,363			—			689,363
Securities sold under agreements to repurchase	—		—			688,310			—			688,310
Securities sold, but not yet purchased, at fair value	—		—			128,262			—			128,262
Accrued compensation	—		—			138,782			—			138,782
Accounts payable and other liabilities	6,086		58,392			105,697			—			170,175
Income tax payable	2,440		22,189			20,848			(45,477		)	—
Senior secured notes	150,000		—			—			—			150,000
Subordinated indebtedness	—		—			112,558			(112,558		)	—
Deferred tax liabilities, net	—		12			39,939			(26,432		)	13,519
Intercompany payables	—		62,703			—			(62,703		)	—
Total liabilities	158,526		143,296			2,288,525			(247,170		)	2,343,177
Stockholders’ equity
Stockholders’ equity attributable to Oppenheimer Holdings Inc.	526,561		917,110			345,834			(1,262,944		)	526,561
Non-controlling interest	—		—			6,005			—			6,005
Total stockholders’ equity	526,561		917,110			351,839			(1,262,944		)	532,566
Total liabilities and stockholders’ equity	$	685,087	$	1,060,406		$	2,640,364		$	(1,510,114	)	$	2,875,743

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 SEPTEMBER 30, 2014

(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—		$	110,862		$	—		$	110,862
Advisory fees	—			—			71,278			(321		)	70,957
Investment banking	—			—			33,841			—			33,841
Interest	—			2,580			12,434			(2,565		)	12,449
Principal transactions, net	—			(161		)	4,433			—			4,272
Other	—			85			12,279			(66		)	12,298
Total revenue	—			2,504			245,127			(2,952		)	244,679
EXPENSES
Compensation and related expenses	207			—			161,127			—			161,334
Communications and technology	37			—			15,954			—			15,991
Occupancy and equipment costs	—			—			15,867			(66		)	15,801
Clearing and exchange fees	—			—			5,969			—			5,969
Interest	3,281			8			3,403			(2,565		)	4,127
Other	235			17			30,630			(321		)	30,561
Total expenses	3,760			25			232,950			(2,952		)	233,783
Income (loss) before income taxes	(3,760		)	2,479			12,177			—			10,896
Income tax provision (benefit)	(1,816		)	1,326			6,761			—			6,271
Net income (loss) for the period	(1,944		)	1,153			5,416			—			4,625
Less net income attributable to non-controlling interest, net of tax	—			—			155			—			155
Equity in subsidiaries	6,415			—			—			(6,415		)	—
Net income attributable to Oppenheimer Holdings Inc.	4,471			1,153			5,261			(6,415		)	4,470
Other comprehensive income	—			—			(1,608		)	—			(1,608		)
Total comprehensive income	$	4,471		$	1,153		$	3,653		$	(6,415	)	$	2,862

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

(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—	$	349,062		$	—		$	349,062
Advisory fees	—			—		210,594			(1,002		)	209,592
Investment banking	—			—		94,164			—			94,164
Interest	—			7,901		37,347			(7,861		)	37,387
Principal transactions, net	—			10		24,873			—			24,883
Other	—			375		34,419			(346		)	34,448
Total revenue	—			8,286		750,459			(9,209		)	749,536
EXPENSES
Compensation and related expenses	822			—		492,313			—			493,135
Communications and technology	111			—		50,150			—			50,261
Occupancy and equipment costs	—			—		47,451			(346		)	47,105
Clearing and exchange fees	—			—		17,885			—			17,885
Interest	11,120			8		10,436			(7,861		)	13,703
Other	4,396			30		107,882			(1,002		)	111,306
Total expenses	16,449			38		726,117			(9,209		)	733,395
Income (loss) before income taxes	(16,449		)	8,248		24,342			—			16,141
Income tax provision (benefit)	(6,450		)	2,457		13,342			—			9,349
Net income (loss) for the period	(9,999		)	5,791		11,000			—			6,792
Less net income attributable to non-controlling interest, net of tax	—			—		652			—			652
Equity in subsidiaries	16,139			—		—			(16,139		)	—
Net income attributable to Oppenheimer Holdings Inc.	6,140			5,791		10,348			(16,139		)	6,140
Other comprehensive income	—			—		(1,356		)	—			(1,356		)
Total comprehensive income	$	6,140		$	5,791	$	8,992		$	(16,139	)	$	4,784

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

(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—	$	120,252	$	—		$	120,252
Advisory fees	—			—		60,650		(533		)	60,117
Investment banking	—			—		21,362		—			21,362
Principal transactions, net	—			26		10,321		—			10,347
Interest	—			2,777		14,805		(3,143		)	14,439
Other	—			42		16,859		(42		)	16,859
Total revenue	—			2,845		244,249		(3,718		)	243,376
EXPENSES
Compensation and related expenses	207			—		160,874		—			161,081
Occupancy and equipment costs	—			—		16,447		(42		)	16,405
Communications and technology	23			—		16,976		—			16,999
Interest	4,375			—		4,932		(3,143		)	6,164
Clearing and exchange fees	—			—		6,099		—			6,099
Other	285			4		28,709		(533		)	28,465
Total expenses	4,890			4		234,037		(3,718		)	235,213
Income (loss) before income taxes	(4,890		)	2,841		10,212		—			8,163
Income tax provision (benefit)	(1,792		)	1,808		2,639		—			2,655
Net income (loss) for the period	(3,098		)	1,033		7,573		—			5,508
Less net income attributable to non-controlling interest, net of tax	—			—		271		—			271
Equity in subsidiaries	8,335			—		—		(8,335		)	—
Net income attributable to Oppenheimer Holdings Inc.	5,237			1,033		7,302		(8,335		)	5,237
Other comprehensive income	—			—		656		—			656
Total comprehensive income	$	5,237		$	1,033	$	7,958	$	(8,335	)	$	5,893

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

(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—	$	364,272	$	—		$	364,272
Advisory fees	—			—		179,137		(1,720		)	177,417
Investment banking	—			—		62,377		—			62,377
Principal transactions, net	—			38		33,558		—			33,596
Interest	5			8,370		40,119		(8,578		)	39,916
Other	—			126		48,774		(126		)	48,774
Total revenue	5			8,534		728,237		(10,424		)	726,352
EXPENSES
Compensation and related expenses	902			—		479,394		—			480,296
Occupancy and equipment costs	—			—		51,237		(126		)	51,111
Communications and technology	81			—		48,800		—			48,881
Interest	13,125			—		15,622		(8,578		)	20,169
Clearing and exchange fees	—			—		18,434		—			18,434
Other	1,045			23		87,563		(1,720		)	86,911
Total expenses	15,153			23		701,050		(10,424		)	705,802
Income (loss) before income taxes	(15,148		)	8,511		27,187		—			20,550
Income tax provision (benefit)	(5,723		)	3,702		10,104		—			8,083
Net income (loss) for the period	(9,425		)	4,809		17,083		—			12,467
Less net income attributable to non-controlling interest, net of tax	—			—		719		—			719
Equity in subsidiaries	21,173			—		—		(21,173		)	—
Net income attributable to Oppenheimer Holdings Inc.	11,748			4,809		16,364		(21,173		)	11,748
Other comprehensive income (loss)	(3		)	—		1,159		—			1,156
Total comprehensive income	$	11,745		$	4,809	$	17,523	$	(21,173	)	$	12,904

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

(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operations:
Net income (loss) for the period	$	(9,999	)	$	5,791		$	11,000		$	—	$	6,792
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization of office facilities and leasehold improvements	—			—			5,787			—		5,787
Deferred income taxes	—			—			6,423			—		6,423
Amortization of notes receivable	—			—			12,393			—		12,393
Amortization of debt issuance costs	408			—			—			—		408
Write-off of debt issuance costs	588			—			—			—		588
Amortization of mortgage servicing rights	—			—			2,025			—		2,025
Provision for credit losses	—			—			28			—		28
Share-based compensation expense	291			—			3,391			—		3,682
Payment of taxes due for share-based awards	(2,074		)	—			—			—		(2,074		)
Changes in operating assets and liabilities	59,523			(31,569		)	(50,269		)	—		(22,315		)
Cash provided by (used in) continuing operations	48,737			(25,778		)	(9,222		)	—		13,737
Cash flows from investing activities
Purchase of office facilities	—			—			(3,366		)	—		(3,366		)
Cash used in investing activities	—			—			(3,366		)	—		(3,366		)
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock	(4,483		)	—			—			—		(4,483		)
Issuance of Class A non-voting common stock	185			—			—			—		185
Tax benefit from share-based awards	1,275			—			—			—		1,275
Redemption of senior secured notes	(45,000		)	—			—			—		(45,000		)
Other financing activities	—			—			17,300			—		17,300
Cash flow provided by (used in) financing activities	(48,023		)	—			17,300			—		(30,723		)
Net increase (decrease) in cash and cash equivalents	714			(25,778		)	4,712			—		(20,352		)
Cash and cash equivalents, beginning of the period	448			30,901			66,945			—		98,294
Cash and cash equivalents, end of the period	$	1,162		$	5,123		$	71,657		$	—	$	77,942

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

(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operations:
Net income (loss) for the period	$	(9,425	)	$	4,809		$	17,083		$	—	$	12,467
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization of office facilities and leasehold improvements	—			—			7,434			—		7,434
Deferred income taxes	—			—			13,862			—		13,862
Amortization of notes receivable	—			—			14,086			—		14,086
Amortization of debt issuance costs	479			—			—			—		479
Amortization of mortgage servicing rights	—			—			1,120			—		1,120
Provision for (reversal of) credit losses	—			—			178			—		178
Share-based compensation expense	—			—			3,966			—		3,966
Changes in operating assets and liabilities	15,958			(13,026		)	(33,576		)	—		(30,644		)
Cash provided by (used in) continuing operations	7,012			(8,217		)	24,153			—		22,948
Cash flows from investing activities
Purchase of office facilities	—			—			(12,642		)	—		(12,642		)
Cash used in investing activities	—			—			(12,642		)	—		(12,642		)
Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock	(4,494		)	—			—			—		(4,494		)
Issuance of Class A non-voting common stock	85			—			—			—		85
Repurchase of Class A non-voting common stock	(2,314		)	—			—			—		(2,314		)
Tax deficiency from share-based awards	(92		)	—			—			—		(92		)
Other financing activities	—			—			(33,500		)	—		(33,500		)
Cash flow provided by (used in) financing activities	(6,815		)	—			(33,500		)	—		(40,315		)
Net increase (decrease) in cash and cash equivalents	197			(8,217		)	(21,989		)	—		(30,009		)
Cash and cash equivalents, beginning of the period	35			40,658			94,673			—		135,366
Cash and cash equivalents, end of the period	$	232		$	32,441		$	72,684		$	—	$	105,357