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 Unregistered Notes to redeem in full its Old 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 MARCH 31, 2019



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	49,844		$	3,612		$	29,617		$	—		$	83,073
Deposits with clearing organizations	—			—			55,069			—			55,069
Receivable from brokers, dealers and clearing organizations	—			—			180,221			—			180,221
Receivable from customers, net of allowance for credit losses of $898	—			—			753,625			—			753,625
Income tax receivable	46,821			22,681			(702		)	(68,800		)	—
Securities purchased under agreements to resell	—						589			—			589
Securities owned, including amounts pledged of $390,832, at fair value	—			1,443			910,025			—			911,468
Notes receivable, net of accumulated amortization and allowance for uncollectibles of $24,548 and $6,841, respectively	—			—			43,921			—			43,921
Furniture, equipment and leasehold improvements, net of accumulated depreciation of $90,974	—			21,897			8,831			—			30,728
Right-of-use lease assets, net of accumulated amortization of $6,797	—			164,250			6,974			—			171,224
Subordinated loan receivable	—			112,558			—			(112,558		)	—
Intangible assets	—			400			31,700			—			32,100
Goodwill	—			—			137,889			—			137,889
Other assets	211			1,975			125,471			—			127,657
Deferred tax assets	255			446			16,535			(17,236		)	—
Investment in subsidiaries	676,344			539,316			—			(1,215,660		)	—
Intercompany receivables	(13,818		)	48,400			(8,252		)	(26,330		)	—
Total assets	$	759,657		$	916,978		$	2,291,513		$	(1,440,584	)	$	2,527,564
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Drafts payable	$	—		$	—		$	13,533		$	—		$	13,533
Bank call loans	—			—			—			—			—
Payable to brokers, dealers and clearing organizations	—			—			634,333			—			634,333
Payable to customers	—			—			334,376			—			334,376
Securities sold under agreements to repurchase	—			—			268,621			—			268,621
Securities sold but not yet purchased, at fair value	—			—			137,286			—			137,286
Accrued compensation	—			—			106,869			—			106,869
Income tax payable	2,440			22,189			45,332			(68,799		)	1,162
Accounts payable and other liabilities	3,570			(8,444		)	53,744			(8		)	48,862
Lease liabilities	—			205,229			7,741			—			212,970
Senior secured notes, net of debt issuance cost of $840	199,160			—			—			—			199,160
Subordinated indebtedness	—			—			112,558			(112,558		)	—
Deferred tax liabilities	—			(411		)	33,546			(17,230		)	15,905
Intercompany payables	—			28,658			—			(28,658		)	—
Total liabilities	205,170			247,221			1,747,939			(227,253		)	1,973,077
Stockholders' equity
Total stockholders' equity	554,487			669,757			543,574			(1,213,331		)	554,487
Total liabilities and stockholders' equity	$	759,657		$	916,978		$	2,291,513		$	(1,440,584	)	$	2,527,564

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2018



(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-guarantor subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	53,526		$	3,826	$	33,323		$	—		$	90,675
Deposits with clearing organizations	—			—		67,678			—			67,678
Receivable from brokers, dealers and clearing organizations	—			—		166,493			—			166,493
Receivable from customers, net of allowance for credit losses of $886	—			—		720,777			—			720,777
Income tax receivable	45,733			23,491		(702		)	(67,508		)	1,014
Securities purchased under agreements to resell	—			—		290			—			290
Securities owned, including amounts pledged of $517,951 at fair value	—			1,358		836,226			—			837,584
Notes receivable, net of accumulated amortization and allowance for uncollectibles of $25,109 and $6,800, respectively	—			—		44,058			—			44,058
Furniture, equipment and leasehold improvements, net of accumulated depreciation of $89,182	—			20,722		8,266			—			28,988
Subordinated loan receivable	—			112,558		—			(112,558		)	—
Intangible assets	—			400		31,700			—			32,100
Goodwill	—			—		137,889			—			137,889
Other assets	135			2,581		110,052			—			112,768
Deferred tax assets	1			455		18,494			(18,950		)	—
Investment in subsidiaries	661,837			546,704		—			(1,208,541		)	—
Intercompany receivables	(14,211		)	46,840		(6,299		)	(26,330		)	—
Total assets	$	747,021		$	758,935	$	2,168,245		$	(1,433,887	)	$	2,240,314
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Drafts payable	$	—		$	—	$	16,348		$	—		$	16,348
Bank call loans	—			—		15,000			—			15,000
Payable to brokers, dealers and clearing organizations	—			—		289,207			—			289,207
Payable to customers	—			—		336,616			—			336,616
Securities sold under agreements to repurchase	—			—		484,218			—			484,218
Securities sold but not yet purchased, at fair value	—			—		85,446			—			85,446
Accrued compensation	—			—		167,348			—			167,348
Accounts payable and other liabilities	163			31,653		55,823			(9		)	87,630
Income tax payable	2,440			22,189		42,878			(67,507		)	—
Senior secured notes, net of debt issuance costs of $904	199,096			—		—			—			199,096
Subordinated indebtedness	—			—		112,558			(112,558		)	—
Deferred tax liabilities	—			—		33,029			(18,946		)	14,083
Intercompany payables	—			26,334		—			(26,334		)	—
Total liabilities	201,699			80,176		1,638,471			(225,354		)	1,694,992
Stockholders' equity
Total stockholders' equity	545,322			678,759		529,774			(1,208,533		)	545,322
Total liabilities and stockholders' equity	$	747,021		$	758,935	$	2,168,245		$	(1,433,887	)	$	2,240,314

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING INCOME STATEMENT

FOR THE THREE MONTHS ENDED MARCH 31, 2019



(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-guarantor subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—	$	79,409	$	—		$	79,409
Advisory fees	—			—		73,982		(335		)	73,647
Investment banking	—			—		28,043		—			28,043
Bank deposit sweep income	—			—		33,968		—			33,968
Interest	84			2,062		12,654		(2,073		)	12,727
Principal transactions, net	—			49		11,389					11,438
Other	—			1		12,537		—			12,538
Total revenue	84			2,112		251,982		(2,408		)	251,770
EXPENSES
Compensation and related expenses	445			—		159,910		—			160,355
Communications and technology	39			—		20,047		—			20,086
Occupancy and equipment costs	—			—		15,273		—			15,273
Clearing and exchange fees	—					5,332		—			5,332
Interest	3,375			—		11,685		(2,074		)	12,986
Other	316			122		21,582		(334		)	21,686
Total expenses	4,175			122		233,829		(2,408		)	235,718
Income (loss) before income taxes	(4,091		)	1,990		18,153		—			16,052
Income taxes	(1,343		)	926		5,275		—			4,858
Net income (loss)	(2,748		)	1,064		12,878		—			11,194

Equity in earnings of subsidiaries	13,942			12,883		—		(26,825		)	—
Net income	11,194			13,947		12,884		(26,831		)	11,194
Other comprehensive income	—			—		563					563
Total comprehensive income	$	11,194		$	13,947	$	13,447	$	(26,831	)	$	11,757

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING INCOME STATEMENT

FOR THE THREE MONTHS ENDED MARCH 31, 2018



(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-guarantor subsidiaries			Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—	$	83,407		$	—		$	83,407
Advisory fees	—			—		77,874			(326		)	77,548
Investment banking	—			—		28,210			—			28,210
Bank deposit sweep income	—			—		25,297			—			25,297
Interest	—			2,060		12,247			(2,080		)	12,227
Principal transactions, net	—			—		2,759			(33		)	2,726
Other	—			96		5,114			(95		)	5,115
Total revenue	—			2,156		234,908			(2,534		)	234,530
EXPENSES
Compensation and related expenses	326			—		152,778			—			153,104
Communications and technology	39			—		18,649			—			18,688
Occupancy and equipment costs	—			—		15,523			(95		)	15,428
Clearing and exchange fees	—			—		6,096			—			6,096
Interest	3,375			—		7,668			(2,080		)	8,963
Other	387			253		22,349			(359		)	22,630
Total expenses	4,127			253		223,063			(2,534		)	224,909
Income (loss) before income taxes	(4,127		)	1,903		11,845			—			9,621
Income taxes	(1,040		)	264		3,692			—			2,916
Net income (loss)	(3,087		)	1,639		8,153			—			6,705

Equity in earnings of subsidiaries	9,792			8,153		—			(17,945		)	—
Net income	6,705			9,792		8,153			(17,945		)	6,705
Other comprehensive loss	—			—		(142		)	—			(142		)
Total comprehensive income	$	6,705		$	9,792	$	8,011		$	(17,945	)	$	6,563

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2019



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Cash provided by (used in) operating activities	$	799		$	(214	)	$	14,742		$	—	$	15,327
Cash flows from investing activities:
Purchase of furniture, equipment and leasehold improvements	—			—			(3,448		)	—		(3,448		)
Cash used in investing activities	—			—			(3,448		)	—		(3,448		)
Cash flows from financing activities:
Cash dividends paid on Class A non-voting and Class B voting common stock	(1,432		)	—			—			—		(1,432		)
Repurchase of Class A non-voting common stock	(2,035		)	—			—			—		(2,035		)
Payments for employee taxes withheld related to vested share-based awards	(1,014		)	—			—			—		(1,014		)
Decrease in bank call loans, net	—			—			(15,000		)	—		(15,000		)
Cash used in financing activities	(4,481		)	—			(15,000		)	—		(19,481		)
Net decrease in cash and cash equivalents	(3,682		)	(214		)	(3,706		)	—		(7,602		)
Cash and cash equivalents, beginning of the period	53,526			3,826			33,323			—		90,675
Cash and cash equivalents, end of the period	$	49,844		$	3,612		$	29,617		$	—	$	83,073

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2018



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Cash provided by (used in) operating activities	$	1,954		$	919		$	(30,416	)	$	—	$	(27,543	)
Cash flows from investing activities:
Purchase of furniture, equipment and leasehold improvements	—			—			(2,696		)	—		(2,696		)
Purchase of intangible assets	—			(400		)	—			—		(400		)
Cash used in investing activities	—			—			(2,696		)	—		(3,096		)
Cash flows from financing activities:
Cash dividends paid on Class A non-voting and Class B voting common stock	(1,456		)	—			—			—		(1,456		)
Payments for employee taxes withheld related to vested share-based awards	(2,444		)	—			—			—		(2,444		)
Increase in bank call loans, net	—			—			29,100			—		29,100
Cash provided by (used in) financing activities	(3,900		)	—			29,100			—		25,200
Net increase (decrease) in cash and cash equivalents	(1,946		)	519			(4,012		)	—		(5,439		)
Cash and cash equivalents, beginning of the period	7,442			3,716			36,996			—		48,154
Cash and cash equivalents, end of the period	$	5,496		$	4,235		$	32,984		$	—	$	42,715