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 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 MARCH 31, 2017



(Expressed in thousands)	Parent		Guarantor subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	906	$	14,384	$	47,131	$	—		$	62,421
Deposits with clearing organizations	—		—		41,902		—			41,902
Receivable from brokers, dealers and clearing organizations	—		—		232,682		—			232,682
Receivable from customers, net of allowance for credit losses of $761	—		—		830,084		—			830,084
Income tax receivable	43,251		28,284		—		(62,416		)	9,119
Securities purchased under agreements to resell	—		—		3,896		—			3,896
Securities owned, including amounts pledged of $705,988, at fair value	—		23,742		978,963		—			1,002,705
Notes receivable, net of accumulated amortization and allowance for uncollectibles of $23,866 and $7,300, respectively	—		—		33,808		—			33,808
Furniture, equipment and leasehold improvements, net of accumulated depreciation of $85,672	—		21,489		5,862		—			27,351
Assets held for sale	—		—		1,330		—			1,330
Subordinated loan receivable	—		112,558		—		(112,558		)	—
Intangible assets	—		—		31,700		—			31,700
Goodwill	—		—		137,889		—			137,889
Other assets	83		927		109,530		—			110,540
Deferred tax assets	666		—		34,280		(34,946		)	—
Investment in subsidiaries	583,798		473,618		—		(1,057,416		)	—
Intercompany receivables	30,076		43,750		—		(73,826		)	—
Total assets	$	658,780	$	718,752	$	2,489,057	$	(1,341,162	)	$	2,525,427
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Drafts payable	$	—	$	—	$	32,783	$	—		$	32,783
Bank call loans	—		—		195,700		—			195,700
Payable to brokers, dealers and clearing organizations	—		—		175,204		—			175,204
Payable to customers	—		—		504,348		—			504,348
Securities sold under agreements to repurchase	—		—		456,090		—			456,090
Securities sold but not yet purchased, at fair value	—		—		299,472		—			299,472
Liabilities held for sale	—		—		1,421		—			1,421
Accrued compensation	—		—		95,164		—			95,164
Accounts payable and other liabilities	6,193		34,248		58,808		—			99,249
Income tax payable	2,440		22,189		37,787		(62,416		)	—
Senior secured notes, net of debt issuance cost of $527	149,473		—		—		—			149,473
Subordinated indebtedness	—		—		112,558		(112,558		)	—
Deferred tax liabilities	—		22		48,868		(34,946		)	13,944
Intercompany payables	—		62,163		11,663		(73,826		)	—
Total liabilities	158,106		118,622		2,029,866		(283,746		)	2,022,848
Stockholders' equity
Stockholders' equity attributable to Oppenheimer Holdings Inc.	500,674		600,130		457,286		(1,057,416		)	500,674
Noncontrolling interest	—		—		1,905		—			1,905
Total stockholders' equity	500,674		600,130		459,191		(1,057,416		)	502,579
Total liabilities and stockholders' equity	$	658,780	$	718,752	$	2,489,057	$	(1,341,162	)	$	2,525,427

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2016



(Expressed in thousands)	Parent		Guarantor subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	229	$	10,284	$	54,400	$	—		$	64,913
Deposits with clearing organizations	—		—		38,185		—			38,185
Receivable from brokers, dealers and clearing organizations	—		—		214,934		—			214,934
Receivable from customers, net of allowance for credit losses of $794	—		—		847,386		—			847,386
Income tax receivable	41,996		28,289		—		(64,469		)	5,816
Securities purchased under agreements to resell	—		—		24,006		—			24,006
Securities owned, including amounts pledged of $438,385, at fair value	—		23,227		683,881		—			707,108
Notes receivable, net of accumulated amortization and allowance for uncollectibles of $24,826 and $6,784, respectively	—		—		30,099		—			30,099
Furniture, equipment and leasehold improvements, net of accumulated depreciation of $84,073	—		21,963		5,270		—			27,233
Assets held for sale	—		—		5,188		—			5,188
Subordinated loan receivable	—		112,558		—		(112,558		)	—
Intangible assets	—		—		31,700		—			31,700
Goodwill	—		—		137,889		—			137,889
Other assets	71		2,598		99,804		—			102,473
Deferred tax assets	394		309		37,961		(38,664		)	—
Investment in subsidiaries	584,767		483,623		—		(1,068,390		)	—
Intercompany receivables	37,906		37,914		—		(75,820		)	—
Total assets	$	665,363	$	720,765	$	2,210,703	$	(1,359,901	)	$	2,236,930
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Drafts payable	$	—	$	—	$	39,228	$	—		$	39,228
Bank call loans	—		—		145,800		—			145,800
Payable to brokers, dealers and clearing organizations	—		—		221,389		—			221,389
Payable to customers	—		—		449,946		—			449,946
Securities sold under agreements to repurchase	—		—		378,084		—			378,084
Securities sold but not yet purchased, at fair value	—		—		85,050		—			85,050
Liabilities held for sale	—		—		1,217		—			1,217
Accrued compensation	—		—		145,053		—			145,053
Accounts payable and other liabilities	2,868		34,920		57,552		—			95,340
Income tax payable	2,440		22,189		39,840		(64,469		)	—
Senior secured notes, net of debt issuance costs of $648	149,352		—		—		—			149,352
Subordinated indebtedness	—		—		112,558		(112,558		)	—
Deferred tax liabilities	—		7		51,794		(38,664		)	13,137
Intercompany payables	—		62,205		13,615		(75,820		)	—
Total liabilities	154,660		119,321		1,741,126		(291,511		)	1,723,596
Stockholders' equity
Stockholders' equity attributable to Oppenheimer Holdings Inc.	510,703		601,444		466,946		(1,068,390		)	510,703
Noncontrolling interest	—		—		2,631		—			2,631
Total stockholders' equity	510,703		601,444		469,577		(1,068,390		)	513,334
Total liabilities and stockholders' equity	$	665,363	$	720,765	$	2,210,703	$	(1,359,901	)	$	2,236,930

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2017



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—		$	86,717		$	—		$	86,717
Advisory fees	—			—			69,729			(320		)	69,409
Investment banking	—			—			18,021			—			18,021
Interest	—			2,579			10,562			(2,576		)	10,565
Principal transactions, net	—			6			5,367			—			5,373
Other	—			88			23,176			(88		)	23,176
Total revenue	—			2,673			213,572			(2,984		)	213,261
EXPENSES
Compensation and related expenses	338			—			143,540			—			143,878
Communications and technology	30			—			17,676			—			17,706
Occupancy and equipment costs	—			—			15,360			(88		)	15,272
Clearing and exchange fees	—			—			5,854			—			5,854
Interest	3,281			—			4,651			(2,576		)	5,356
Other	327			72			32,141			(320		)	32,220
Total expenses	3,976			72			219,222			(2,984		)	220,286
Income (loss) before income taxes	(3,976		)	2,601			(5,650		)	—			(7,025		)
Income taxes	(1,528		)	920			(1,079		)	—			(1,687		)
Net income (loss) from continuing operations	(2,448		)	1,681			(4,571		)	—			(5,338		)

Discontinued operations
Income from discontinued operations	—			—			976			—			976
Income taxes	—			—			389			—			389
Net income from discontinued operations	—			—			587			—			587

Equity in earnings of subsidiaries	(2,399		)	(4,080		)	—			6,479			—
Net loss	(4,847		)	(2,399		)	(3,984		)	6,479			(4,751		)
Less net income attributable to noncontrolling interest, net of tax	—			—			96			—			96
Net loss attributable to Oppenheimer Holdings Inc.	(4,847		)	(2,399		)	(4,080		)	6,479			(4,847		)
Other comprehensive income	—			—			1,424			—			1,424
Total comprehensive loss	$	(4,847	)	$	(2,399	)	$	(2,656	)	$	6,479		$	(3,423	)

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED MARCH 31, 2016



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—		$	103,833		$	—		$	103,833
Advisory fees	—			—			66,379			(353		)	66,026
Investment banking	—			—			12,383			—			12,383
Interest	—			2,557			13,052			(2,567		)	13,042
Principal transactions, net	—			30			6,588			—			6,618
Other	—			78			13,054			(78		)	13,054
Total revenue	—			2,665			215,289			(2,998		)	214,956
EXPENSES
Compensation and related expenses	387			—			148,108			—			148,495
Communications and technology	28			—			17,652			—			17,680
Occupancy and equipment costs	—			—			14,981			(78		)	14,903
Clearing and exchange fees	—			—			6,921			—			6,921
Interest	3,281			—			4,153			(2,567		)	4,867
Other	673			3			29,107			(353		)	29,430
Total expenses	4,369			3			220,922			(2,998		)	222,296
Income (loss) before income taxes	(4,369		)	2,662			(5,633		)	—			(7,340		)
Income taxes	(1,714		)	1,004			(3,338		)	—			(4,048		)
Net income (loss) from continuing operations	(2,655		)	1,658			(2,295		)	—			(3,292		)

Discontinued operations
Loss from discontinued operations	—			—			(657		)	—			(657		)
Income taxes	—			—			(40		)	—			(40		)
Net loss from discontinued operations	—			—			(617		)	—			(617		)

Equity in earnings of subsidiaries	(1,192		)	(2,850		)	—			4,042			—
Net loss	(3,847		)	(1,192		)	(2,912		)	4,042			(3,909		)
Less net loss attributable to noncontrolling interest, net of tax	—			—			(62		)	—			(62		)
Net loss attributable to Oppenheimer Holdings Inc.	(3,847		)	(1,192		)	(2,850		)	4,042			(3,847		)
Other comprehensive income	—			—			873			—			873
Total comprehensive loss	$	(3,847	)	$	(1,192	)	$	(1,977	)	$	4,042		$	(2,974	)

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2017



(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Cash provided by (used in) operating activities	$	8,717		$	4,100	$	(54,803	)	$	—	$	(41,986	)
Cash flows from investing activities:
Purchase of furniture, equipment and leasehold improvements	—			—		(1,550		)	—		(1,550		)
Cash used in investing activities	—			—		(1,550		)	—		(1,550		)
Cash flows from financing activities:
Cash dividends paid on Class A non-voting and Class B voting common stock	(1,480		)	—		—			—		(1,480		)
Cash dividends paid to noncontrolling interest	—			—		(816		)	—		(816		)
Repurchase of Class A non-voting common stock for cancellation	(4,357		)	—		—			—		(4,357		)
Payments for employee taxes withheld related to vested share-based awards	(2,203		)	—		—			—		(2,203		)
Increase in bank call loans, net	—			—		49,900			—		49,900
Cash provided by (used in) in financing activities	(8,040		)	—		49,084			—		41,044
Net increase (decrease) in cash and cash equivalents	677			4,100		(7,269		)	—		(2,492		)
Cash and cash equivalents, beginning of the period	229			10,284		54,400			—		64,913
Cash and cash equivalents, end of the period	$	906		$	14,384	$	47,131		$	—	$	62,421

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2016



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Cash provided by (used in) operating activities	$	5,740		$	(2,467	)	$	(44,045	)	$	—	$	(40,772	)
Cash flows from investing activities:
Purchase of furniture, equipment and leasehold improvements	—			—			(1,762		)	—		(1,762		)
Cash used in investing activities	—			—			(1,762		)	—		(1,762		)
Cash flows from financing activities:
Cash dividends paid on Class A non-voting and Class B voting common stock	(1,476		)	—			—			—		(1,476		)
Repurchase of Class A non-voting common stock for cancellation	(3,634		)	—			—			—		(3,634		)
Payments for employee taxes withheld related to vested share-based awards	(1,341		)	—			—			—		(1,341		)
Increase in bank call loans, net	—			—			48,100			—		48,100
Cash provided by (used in) financing activities	(6,451		)	—			48,100			—		41,649
Net increase (decrease) in cash and cash equivalents	(711		)	(2,467		)	2,293			—		(885		)
Cash and cash equivalents, beginning of the period	907			2,586			59,871			—		63,364
Cash and cash equivalents, end of the period	$	196		$	119		$	62,164		$	—	$	62,479