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 11. The following condensed consolidating financial information presents 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.

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 indenture 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 DECEMBER 31, 2015



(Expressed in thousands)	Parent		Guarantor subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	907	$	2,586	$	59,871	$	—		$	63,364
Deposits with clearing organizations	—		—		49,490		—			49,490
Receivable from brokers, dealers and clearing organizations	—		—		360,913		—			360,913
Receivable from customers, net of allowance for credit losses of $2,545	—		—		840,355		—			840,355
Income tax receivable	33,801		27,536		—		(50,400		)	10,937
Securities purchased under agreements to resell	—		—		206,499		—			206,499
Securities owned, including amounts pledged of $546,334 at fair value	—		1,183		734,210		—			735,393
Notes receivable, net of accumulated amortization and allowance for uncollectibles of $54,919 and $8,444, respectively	—		—		32,849		—			32,849
Office facilities, net of accumulated depreciation of $104,961	—		20,793		7,497		—			28,290
Loans held for sale, at fair value	—		—		60,234		—			60,234
Mortgage servicing rights	—		—		28,168		—			28,168
Subordinated loan receivable	—		112,558		—		(112,558		)	—
Intangible assets	—		—		31,700		—			31,700
Goodwill	—		—		137,889		—			137,889
Other assets	1,201		3,224		102,458		—			106,883
Deferred tax assets	317		330		29,900		(30,547		)	—
Investment in subsidiaries	577,320		532,651		—		(1,109,971		)	—
Intercompany receivables	60,187		13,185		—		(73,372		)	—
Total assets	$	673,733	$	714,046	$	2,682,033	$	(1,376,848	)	$	2,692,964
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Drafts payable	$	—	$	—	$	48,011	$	—		$	48,011
Bank call loans	—		—		100,200		—			100,200
Payable to brokers, dealers and clearing organizations	—		—		164,546		—			164,546
Payable to customers	—		—		594,833		—			594,833
Securities sold under agreements to repurchase	—		—		651,445		—			651,445
Securities sold, but not yet purchased, at fair value	—		—		126,493		—			126,493
Accrued compensation	—		—		150,898		—			150,898
Accounts payable and other liabilities	3,235		35,812		125,736		—			164,783
Income tax payable	2,440		22,189		25,771		(50,400		)	—
Senior secured notes	150,000		—		—		—			150,000
Subordinated indebtedness	—		—		112,558		(112,558		)	—
Deferred tax liabilities	—		—		47,220		(30,547		)	16,673
Intercompany payables	—		62,204		11,168		(73,372		)	—
Total liabilities	155,675		120,205		2,158,879		(266,877		)	2,167,882
Stockholders' equity
Stockholders' equity attributable to Oppenheimer Holdings Inc.	518,058		593,841		516,130		(1,109,971		)	518,058
Noncontrolling interest	—		—		7,024		—			7,024
Total stockholders' equity	518,058		593,841		523,154		(1,109,971		)	525,082
Total liabilities and stockholders' equity	$	673,733	$	714,046	$	2,682,033	$	(1,376,848	)	$	2,692,964

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2014



(Expressed in thousands)	Parent		Guarantor subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	439	$	1,557	$	61,811	$	—		$	63,807
Cash and securities segregated for regulatory and other purposes	—		—		18,594		—			18,594
Deposits with clearing organizations	—		—		36,510		—			36,510
Receivable from brokers, dealers and clearing organizations	—		—		314,475		—			314,475
Receivable from customers, net of allowance for credit losses of $2,427	—		—		864,189		—			864,189
Income tax receivable	28,070		27,304		—		(51,134		)	4,240
Securities purchased under agreements to resell	—		—		251,606		—			251,606
Securities owned, including amounts pledged of $518,123, at fair value	—		5,806		837,349		—			843,155
Notes receivable, net of accumulated amortization and allowance for uncollectibles of $42,211 and $8,606, respectively	—		—		34,932		—			34,932
Office facilities, net of accumulated depreciation of $103,547	—		20,181		9,408		—			29,589
Loans held for sale, at fair value	—		—		19,243		—			19,243
Mortgage servicing rights	—		—		30,140		—			30,140
Subordinated loan receivable	—		112,558		—		(112,558		)	—
Intangible assets	—		—		31,700		—			31,700
Goodwill	—		—		137,889		—			137,889
Other assets	1,686		3,803		101,897		—			107,386
Deferred tax assets	18		309		27,973		(28,300		)	—
Investment in subsidiaries	565,257		544,576		—		(1,109,833		)	—
Intercompany receivables	87,442		—		—		(87,442		)	—
Total assets	$	682,912	$	716,094	$	2,777,716	$	(1,389,267	)	$	2,787,455
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Drafts payable	$	—	$	—	$	35,373	$	—		$	35,373
Bank call loans	—		—		59,400		—			59,400
Payable to brokers, dealers and clearing organizations	—		—		257,161		—			257,161
Payable to customers	—		—		652,256		—			652,256
Securities sold under agreements to repurchase	—		—		687,440		—			687,440
Securities sold, but not yet purchased, at fair value	—		—		92,510		—			92,510
Accrued compensation	—		—		165,134		—			165,134
Accounts payable and other liabilities	2,828		35,800		102,724		—			141,352
Income tax payable	2,440		22,189		26,505		(51,134		)	—
Senior secured notes	150,000		—		—		—			150,000
Subordinated indebtedness	—		—		112,558		(112,558		)	—
Deferred tax liabilities	—		88		41,309		(28,300		)	13,097
Intercompany payables	—		76,492		10,950		(87,442		)	—
Total liabilities	155,268		134,569		2,243,320		(279,434		)	2,253,723
Stockholders' equity
Stockholders' equity attributable to Oppenheimer Holdings Inc.	527,644		581,525		528,308		(1,109,833		)	527,644
Noncontrolling interest	—		—		6,088		—			6,088
Total stockholders' equity	527,644		581,525		534,396		(1,109,833		)	533,732
Total liabilities and stockholders' equity	$	682,912	$	716,094	$	2,777,716	$	(1,389,267	)	$	2,787,455

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2015



(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—	$	417,559	$	—		$	417,559
Advisory fees	—			1,296		282,633		(3,682		)	280,247
Investment banking	—			—		102,540		—			102,540
Interest	—			10,237		51,055		(10,261		)	51,031
Principal transactions, net	—			—		20,567		(64		)	20,503
Other	—			370		56,435		(300		)	56,505
Total revenue	—			11,903		930,789		(14,307		)	928,385
EXPENSES
Compensation and related expenses	1,185			—		622,041		—			623,226
Communications and technology	142			—		66,768		—			66,910
Occupancy and equipment costs	—			—		63,444		(300		)	63,144
Clearing and exchange fees	—			—		26,022		—			26,022
Interest	13,125			—		14,459		(10,261		)	17,323
Other	1,663			892		126,240		(3,746		)	125,049
Total expenses	16,115			892		918,974		(14,307		)	921,674
Income (loss) before income tax provision (benefit)	(16,115		)	11,011		11,815		—			6,711
Income tax provision (benefit)	(6,030		)	5,553		4,290		—			3,813
Equity in earnings of subsidiaries	12,047			6,589		—		(18,636		)	—
Net income for the year	1,962			12,047		7,525		(18,636		)	2,898
Less net income attributable to noncontrolling interest, net of tax	—			—		936		—			936
Net income attributable to Oppenheimer Holdings Inc.	1,962			12,047		6,589		(18,636		)	1,962
Other comprehensive income	—			—		17		—			17
Total comprehensive income	$	1,962		$	12,047	$	6,606	$	(18,636	)	$	1,979

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2014



(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—	$	469,829		$	—		$	469,829
Advisory fees	—			1,139		283,785			(3,244		)	281,680
Investment banking	—			—		125,598			—			125,598
Interest	—			10,482		49,193			(10,431		)	49,244
Principal transactions, net	—			164		29,535			—			29,699
Other	—			477		48,362			(425		)	48,414
Total revenue	—			12,262		1,006,302			(14,100		)	1,004,464
EXPENSES
Compensation and related expenses	1,047			—		663,594			—			664,641
Communications and technology	145			—		67,025			—			67,170
Occupancy and equipment costs	—			—		63,437			(425		)	63,012
Clearing and exchange fees	—			—		24,709			—			24,709
Interest	14,401			—		13,831			(10,431		)	17,801
Other	4,626			733		139,280			(3,244		)	141,395
Total expenses	20,219			733		971,876			(14,100		)	978,728
Income (loss) before income tax provision (benefit)	(20,219		)	11,529		34,426			—			25,736
Income tax provision (benefit)	(7,917		)	3,971		20,121			—			16,175
Equity in earnings of subsidiaries	21,128			13,570		—			(34,698		)	—
Net income for the year	8,826			21,128		14,305			(34,698		)	9,561
Less net income attributable to noncontrolling interest, net of tax	—			—		735			—			735
Net income attributable to Oppenheimer Holdings Inc.	8,826			21,128		13,570			(34,698		)	8,826
Other comprehensive loss	—			—		(2,627		)	—			(2,627		)
Total comprehensive income	$	8,826		$	21,128	$	10,943		$	(34,698	)	$	6,199

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2013



(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—	$	486,767	$	—		$	486,767
Advisory fees	—			825		276,913		(3,560		)	274,178
Investment banking	—			—		97,977		—			97,977
Interest	5			11,128		53,401		(11,318		)	53,216
Principal transactions, net	—			79		43,689		—			43,768
Other	—			180		63,808		(180		)	63,808
Total revenue	5			12,212		1,022,555		(15,058		)	1,019,714
EXPENSES
Compensation and related expenses	1,124			—		674,812		—			675,936
Communications and technology	119			—		65,698		—			65,817
Occupancy and equipment costs	—			—		66,938		(180		)	66,758
Clearing and exchange fees	—			—		24,481		—			24,481
Interest	17,500			—		19,960		(11,318		)	26,142
Other	1,309			522		118,400		(3,560		)	116,671
Total expenses	20,052			522		970,289		(15,058		)	975,805
Income (loss) before income tax provision (benefit)	(20,047		)	11,690		52,266		—			43,909
Income tax provision (benefit)	(7,110		)	5,638		19,228		—			17,756
Equity in earnings of subsidiaries	37,998			31,946		—		(69,944		)	—
Net income for the year	25,061			37,998		33,038		(69,944		)	26,153
Less net income attributable to noncontrolling interest, net of tax	—			—		1,092		—			1,092
Net income attributable to Oppenheimer Holdings Inc.	25,061			37,998		31,946		(69,944		)	25,061
Other comprehensive income (loss)	(3		)	—		1,505		—			1,502
Total comprehensive income	$	25,058		$	37,998	$	33,451	$	(69,944	)	$	26,563

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2015



(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Cash provided by (used in) operating activities	$	15,003		$	1,029	$	(36,851	)	$	—	$	(20,819	)
Cash flows from investing activities:
Purchase of office facilities	—			—		(5,889		)	—		(5,889		)
Cash used in investing activities	—			—		(5,889		)	—		(5,889		)
Cash flows from financing activities:
Cash dividends paid on Class A non-voting and Class B voting common stock	(6,008		)	—		—			—		(6,008		)
Repurchase of Class A non-voting common stock for cancellation	(8,250		)	—		—			—		(8,250		)
Tax deficiency from share-based awards	(277		)	—		—			—		(277		)
Increase in bank call loans, net				—		40,800			—		40,800
Cash flow provided by (used in) in financing activities	(14,535		)	—		40,800			—		26,265
Net increase (decrease) in cash and cash equivalents	468			1,029		(1,940		)	—		(443		)
Cash and cash equivalents, beginning of the year	439			1,557		61,811			—		$	63,807
Cash and cash equivalents, end of the year	$	907		$	2,586	$	59,871		$	—	$	63,364

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2014



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Cash provided by (used in) operating activities	$	49,595		$	(29,344	)	$	58,064		$	—	$	78,315
Cash flows from investing activities:
Purchase of office facilities	—			—			(4,398		)	—		(4,398		)
Cash used in investing activities	—			—			(4,398		)	—		(4,398		)
Cash flows from financing activities:
Cash dividends paid on Class A non-voting and Class B voting common stock	(5,983		)	—			—			—		(5,983		)
Issuance of Class A non-voting common stock	185			—			—			—		185
Tax benefit from share-based awards	1,194			—			—			—		1,194
Redemption of senior secured notes	(45,000		)	—			—			—		(45,000		)
Decrease in bank call loans, net	—			—			(58,800		)	—		(58,800		)
Cash flow used in financing activities	(49,604		)	—			(58,800		)	—		(108,404		)
Net decrease in cash and cash equivalents	(9		)	(29,344		)	(5,134		)	—		(34,487		)
Cash and cash equivalents, beginning of the year	448			30,901			66,945			—		98,294
Cash and cash equivalents, end of the year	$	439		$	1,557		$	61,811		$	—	$	63,807

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2013



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Cash provided by (used in) operating activities	$	9,944		$	(9,757	)	$	(3,616	)	$	—	$	(3,429	)
Cash flows from investing activities:
Purchase of office facilities	—			—			(14,012		)	—		(14,012		)
Cash used in investing activities	—			—			(14,012		)	—		(14,012		)
Cash flows from financing activities:
Cash dividends paid on Class A non-voting and Class B voting common stock	(5,978		)	—			—			—		(5,978		)
Issuance of Class A non-voting common stock	150			—			—			—		150
Repurchase of Class A non-voting common stock for cancellation	(3,625		)	—			—			—		(3,625		)
Tax deficiency from share-based awards	(78		)	—			—			—		(78		)
Decrease in bank call loans, net	—			—			(10,100		)	—		(10,100		)
Cash flow used in financing activities	(9,531		)	—			(10,100		)	—		(19,631		)
Net increase (decrease) in cash and cash equivalents	413			(9,757		)	(27,728		)	—		(37,072		)
Cash and cash equivalents, beginning of the year	35			40,658			94,673			—		135,366
Cash and cash equivalents, end of the year	$	448		$	30,901		$	66,945		$	—	$	98,294