Condensed consolidating financial information

On June 23, 2017, the Parent issued in a private offering $200.0 million aggregate principal amount of the Notes. The Company used a portion of the net proceeds from the offering of the Notes to redeem in full its 8.75% Notes. See note 10 for further details.

The 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 Parent. The indenture for the Notes contains covenants with restrictions which are discussed in note 10. The following condensed consolidating financial information presents the financial position, results of operations and cash flows of the Parent, 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 Parent 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 Parent of its legal defeasance option or covenant defeasance option or the discharge of the Parent'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, 2017



(Expressed in thousands)	Parent		Guarantor subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	7,442	$	3,716	$	36,996	$	—		$	48,154
Deposits with clearing organizations	—		—		42,222		—			42,222
Receivable from brokers, dealers and clearing organizations	—		—		187,115		—			187,115
Receivable from customers, net of allowance for credit losses of $769	—		—		848,226		—			848,226
Income tax receivable	45,998		26,025		—		(69,084		)	2,939
Securities purchased under agreements to resell	—		—		658		—			658
Securities owned, including amounts pledged of $655,683, at fair value	—		1,386		925,211		—			926,597
Notes receivable, net of accumulated amortization and allowance for uncollectibles of $24,705 and $7,975, respectively	—		—		40,520		—			40,520
Furniture, equipment and leasehold improvements, net of accumulated depreciation of $82,826	—		20,221		6,966		—			27,187
Subordinated loan receivable	—		112,558		—		(112,558		)	—
Intangible assets	—		—		31,700		—			31,700
Goodwill	—		—		137,889		—			137,889
Other assets	133		2,573		142,604		—			145,310
Deferred tax assets	3,502		—		18,463		(21,965		)	—
Investment in subsidiaries	622,824		507,747		—		(1,130,571		)	—
Intercompany receivables	52,149		83,437		—		(135,586		)	—
Total assets	$	732,048	$	757,663	$	2,418,570	$	(1,469,764	)	$	2,438,517
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Drafts payable	$	—	$	—	$	42,412	$	—		$	42,412
Bank call loans	—		—		118,300		—			118,300
Payable to brokers, dealers and clearing organizations	—		—		211,483		—			211,483
Payable to customers	—		—		385,907		—			385,907
Securities sold under agreements to repurchase	—		—		586,478		—			586,478
Securities sold but not yet purchased, at fair value	—		—		94,486		—			94,486
Accrued compensation	—		—		173,116		—			173,116
Accounts payable and other liabilities	7,221		33,994		51,280		—			92,495
Income tax payable	2,440		22,189		44,455		(69,084		)	—
Senior secured notes, net of debt issuance cost of $1,163	198,837		—		—		—			198,837
Subordinated indebtedness	—		—		112,558		(112,558		)	—
Deferred tax liabilities	—		17		33,040		(21,965		)	11,092
Intercompany payables	—		62,163		73,423		(135,586		)	—
Total liabilities	208,498		118,363		1,926,938		(339,193		)	1,914,606
Stockholders' equity
Stockholders' equity attributable to Oppenheimer Holdings Inc.	523,550		639,300		491,271		(1,130,571		)	523,550
Noncontrolling interest	—		—		361		—			361
Total stockholders' equity	523,550		639,300		491,632		(1,130,571		)	523,911
Total liabilities and stockholders' equity	$	732,048	$	757,663	$	2,418,570	$	(1,469,764	)	$	2,438,517

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
Subordinated loan receivable	—		112,558		—		(112,558		)	—
Intangible assets	—		—		31,700		—			31,700
Goodwill	—		—		137,889		—			137,889
Other assets	71		2,598		104,992		—			107,661
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
Accrued compensation	—		—		145,053		—			145,053
Accounts payable and other liabilities	2,868		34,920		58,769		—			96,557
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 YEAR ENDED DECEMBER 31, 2017



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—		$	336,620	$	—		$	336,620
Advisory fees	—			1,752			323,114		(4,120		)	320,746
Investment banking	—			—			81,215		(3,000		)	78,215
Interest	—			9,589			48,548		(9,639		)	48,498
Principal transactions, net	—			17			23,256		—			23,273
Other	22			361			112,962		(359		)	112,986
Total revenue	22			11,719			925,715		(17,118		)	920,338
EXPENSES
Compensation and related expenses	1,237			—			600,901		—			602,138
Communications and technology	160			—			71,818		—			71,978
Occupancy and equipment costs	—			—			61,523		(359		)	61,164
Clearing and exchange fees	—			—			23,545		—			23,545
Interest	13,740			—			24,253		(9,639		)	28,354
Other	4,969			1,382			114,192		(7,120		)	113,423
Total expenses	20,106			1,382			896,232		(17,118		)	900,602
Income (loss) before income taxes	(20,084		)	10,337			29,483		—			19,736
Income taxes	(7,110		)	(12,655		)	17,631		—			(2,134		)
Net income (loss) from continuing operations	(12,974		)	22,992			11,852		—			21,870

Discontinued operations
Income from discontinued operations	—			—			2,071		—			2,071
Income taxes	—			—			941		—			941
Net income from discontinued operations	—			—			1,130		—			1,130

Equity in earnings of subsidiaries	35,790			12,798			—		(48,588		)	—
Net income	22,816			35,790			12,982		(48,588		)	23,000
Less net income attributable to noncontrolling interest, net of tax	—			—			184		—			184
Net income attributable to Oppenheimer Holdings Inc.	22,816			35,790			12,798		(48,588		)	22,816
Other comprehensive income	—			—			2,263		—			2,263
Total comprehensive income	$	22,816		$	35,790		$	15,061	$	(48,588	)	$	25,079

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2016



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—		$	377,317		$	—		$	377,317
Advisory fees	—			1,571			271,763			(4,215		)	269,119
Investment banking	—			—			81,011			—			81,011
Interest	—			10,242			47,804			(10,397		)	47,649
Principal transactions, net	—			16			20,465			—			20,481
Other	—			326			62,201			(325		)	62,202
Total revenue	—			12,155			860,561			(14,937		)	857,779
EXPENSES
Compensation and related expenses	1,241			—			583,469			—			584,710
Communications and technology	124			—			70,266			—			70,390
Occupancy and equipment costs	—			—			61,116			(325		)	60,791
Clearing and exchange fees	—			—			25,126			—			25,126
Interest	13,125			—			16,709			(10,397		)	19,437
Other	1,887			1,284			120,261			(4,215		)	119,217
Total expenses	16,377			1,284			876,947			(14,937		)	879,671
Income (loss) before income taxes	(16,377		)	10,871			(16,386		)	—			(21,892		)
Income taxes	(8,296		)	3,325			(7,291		)	—			(12,262		)
Net income (loss) from continuing operations	(8,081		)	7,546			(9,095		)	—			(9,630		)

Discontinued operations
Income from discontinued operations	—			—			17,339			—			17,339
Income taxes	—			—			7,218			—			7,218
Net income from discontinued operations	—			—			10,121			—			10,121

Equity in earnings of subsidiaries	6,920			(626		)	—			(6,294		)	—
Net income (loss)	(1,161		)	6,920			1,026			(6,294		)	491
Less net income attributable to noncontrolling interest, net of tax	—			—			1,652			—			1,652
Net income (loss) attributable to Oppenheimer Holdings Inc.	(1,161		)	6,920			(626		)	(6,294		)	(1,161		)
Other comprehensive income	—			—			220			—			220
Total comprehensive income (loss)	$	(1,161	)	$	6,920		$	(406	)	$	(6,294	)	$	(941	)

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		49,056		(10,261		)	49,032
Principal transactions, net	—			—		15,244		(64		)	15,180
Other	—			370		33,173		(300		)	33,243
Total revenue	—			11,903		900,205		(14,307		)	897,801
EXPENSES
Compensation and related expenses	1,185			—		609,635		—			610,820
Communications and technology	142			—		66,407		—			66,549
Occupancy and equipment costs	—			—		63,142		(300		)	62,842
Clearing and exchange fees	—			—		26,022		—			26,022
Interest	13,125			—		13,465		(10,261		)	16,329
Other	1,663			892		118,858		(3,746		)	117,667
Total expenses	16,115			892		897,529		(14,307		)	900,229
Income (loss) before income taxes	(16,115		)	11,011		2,676		—			(2,428		)
Income taxes	(6,030		)	5,553		883		—			406
Net income (loss) from continuing operations	(10,085		)	5,458		1,793		—			(2,834		)

Discontinued operations
Income from discontinued operations	—			—		9,139		—			9,139
Income taxes	—			—		3,407		—			3,407
Net income from discontinued operations	—			—		5,732		—			5,732

Equity in earnings of subsidiaries	12,047			6,589		—		(18,636		)	—
Net income	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 CASH FLOWS

FOR THE YEAR ENDED DECEMBER 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	$	(25,979	)	$	(6,568	)	$	16,411		$	—	$	(16,136	)
Cash flows from investing activities:
Purchase of furniture, equipment and leasehold improvements	—			—			(5,611		)	—		(5,611		)
Proceeds from the settlement of Company-owned life insurance	—			—			1,744			—		1,744
Cash used in investing activities	—			—			(3,867		)	—		(3,867		)
Cash flows from financing activities:
Cash dividends paid on Class A non-voting and Class B voting common stock	(5,836		)	—			—			—		(5,836		)
Cash dividends paid to noncontrolling interest	—			—			(2,448		)	—		(2,448		)
Issuance of Class A non-voting common stock	26			—			—			—		26
Repurchase of Class A non-voting common stock for cancellation	(7,464		)	—			—			—		(7,464		)
Payments of employee taxes withheld related to vested share-based awards	(2,237		)	—			—			—		(2,237		)
Issuance of senior secured notes	200,000			—			—			—		200,000
Redemption of senior secured notes	(150,000		)	—			—			—		(150,000		)
Debt issuance costs	(1,297		)	—			—			—		(1,297		)
Decrease in bank call loans, net	—			—			(27,500		)	—		(27,500		)
Cash provided by (used in) in financing activities	33,192			—			(29,948		)	—		3,244
Net increase (decrease) in cash and cash equivalents	7,213			(6,568		)	(17,404		)	—		(16,759		)
Cash and cash equivalents, beginning of the year	229			10,284			54,400			—		64,913
Cash and cash equivalents, end of the year	$	7,442		$	3,716		$	36,996		$	—	$	48,154

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 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	$	10,485		$	7,698	$	(85,048	)	$	—	$	(66,865	)
Cash flows from investing activities:
Purchase of furniture, equipment and leasehold improvements	—			—		(5,731		)	—		(5,731		)
Proceeds from sale of assets	—			—		45,448			—		45,448
Cash provided by investing activities	—			—		39,717			—		39,717
Cash flows from financing activities:
Cash dividends paid on Class A non-voting and Class B voting common stock	(5,887		)	—		—			—		(5,887		)
Cash dividends paid to noncontrolling interest	—			—		(5,740		)	—		(5,740		)
Repurchase of Class A non-voting common stock for cancellation	(3,935		)	—		—			—		(3,935		)
Payments of employee taxes withheld related to vested share-based awards	(1,341		)	—		—			—		(1,341		)
Increase in bank call loans, net	—			—		45,600			—		45,600
Cash provided by (used in) financing activities	(11,163		)	—		39,860			—		28,697
Net increase (decrease) in cash and cash equivalents	(678		)	7,698		(5,471		)	—		1,549
Cash and cash equivalents, beginning of the year	907			2,586		59,871			—		63,364
Cash and cash equivalents, end of the year	$	229		$	10,284	$	54,400		$	—	$	64,913

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	$	16,409		$	1,029	$	(36,851	)	$	—	$	(19,413	)
Cash flows from investing activities:
Purchase of furniture, equipment and leasehold improvements	—			—		(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		)
Payments of employee taxes withheld related to vested share-based awards	(1,683		)	—		—			—		(1,683		)
Redemption of senior secured notes	—			—		—			—		—
Decrease in bank call loans, net	—			—		40,800			—		40,800
Cash provided by (used in) financing activities	(15,941		)	—		40,800			—		24,859
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