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 SEPTEMBER 30, 2019



(Expressed in thousands)	Parent		Guarantor subsidiaries		Non-guarantor subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	4,785	$	534	$	20,874	$	—		$	26,193
Deposits with clearing organizations	—		—		73,730		—			73,730
Receivable from brokers, dealers and clearing organizations	—		—		157,734		—			157,734
Receivable from customers, net of allowance for credit losses of $941	—		—		754,927		—			754,927
Income tax receivable	49,333		15,488		—		(62,488		)	2,333
Securities owned, including amounts pledged of $359,151 at fair value	—		1,327		651,867		—			653,194
Notes receivable, net of accumulated amortization and allowance for uncollectibles of $35,373 and $3,886, respectively	—		—		43,920		—			43,920
Furniture, equipment and leasehold improvements, net of accumulated depreciation of $92,690	—		23,097		8,988		—			32,085
Right-of-use lease assets, net of accumulated amortization of $19,141	—		158,793		6,106		—			164,899
Subordinated loan receivable	—		112,558		—		(112,558		)	—
Intangible assets	—		400		31,700		—			32,100
Goodwill	—		—		137,889		—			137,889
Other assets	154		12,612		122,649		(10,931		)	124,484
Deferred tax assets	103		7,020		11,963		(19,086		)	—
Investment in subsidiaries	692,030		761,924		24,628		(1,478,582		)	—
Intercompany receivables	—		46,325		14,092		(60,417		)	—
Total assets	$	746,405	$	1,140,078	$	2,061,067	$	(1,744,062	)	$	2,203,488
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Drafts payable	$	—	$	—	$	17,794	$	—		$	17,794
Bank call loans	—		—		—		—			—
Payable to brokers, dealers and clearing organizations	—		—		364,595		—			364,595
Payable to customers	—		—		313,056		—			313,056
Securities sold under agreements to repurchase	—		—		253,720		—			253,720
Securities sold but not yet purchased, at fair value	—		—		121,880		—			121,880
Accrued compensation	—		—		149,862		—			149,862
Income tax payable	—		40		62,489		(62,529		)	—
Accounts payable and other liabilities	2,584		90		51,500		(10,940		)	43,234
Lease liabilities	—		202,121		6,625		2			208,748
Senior secured notes, net of debt issuance cost of $533	149,467		—		—		—			149,467
Subordinated indebtedness	—		—		112,558		(112,558		)	—
Deferred tax liabilities	—		—		33,546		(19,041		)	14,505
Intercompany payables	27,727		—		—		(27,727		)	—
Total liabilities	179,778		202,251		1,487,625		(232,793		)	1,636,861
Stockholders' equity
Total stockholders' equity	566,627		937,827		573,442		(1,511,269		)	566,627
Total liabilities and stockholders' equity	$	746,405	$	1,140,078	$	2,061,067	$	(1,744,062	)	$	2,203,488

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	$	53,525		$	3,826	$	33,324		$	—		$	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	$	747,020		$	758,935	$	2,168,246		$	(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 cost 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 SEPTEMBER 30, 2019



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—		$	78,627	$	—		$	78,627
Advisory fees	—			—			81,229		(342		)	80,887
Investment banking	—			—			21,798		—			21,798
Bank deposit sweep income	—			—			28,894		—			28,894
Interest	59			2,059			12,299		(2,073		)	12,344
Principal transactions, net	—			(34		)	7,586		54			7,606
Other	3			—			4,635		(1		)	4,637
Total revenue	62			2,025			235,068		(2,362		)	234,793
EXPENSES
Compensation and related expenses	273			—			151,012		(1		)	151,284
Communications and technology	39			—			20,833		—			20,872
Occupancy and equipment costs	—			—			16,010		—			16,010
Clearing and exchange fees	—			(54		)	5,469		54			5,469
Interest	3,038			—			10,566		(2,073		)	11,531
Other	2,087			4			21,382		(342		)	23,131
Total expenses	5,437			(50		)	225,272		(2,362		)	228,297
Income (loss) before income taxes	(5,375		)	2,075			9,796		—			6,496
Income taxes	(1,364		)	558			3,353		—			2,547
Net income (loss)	(4,011		)	1,517			6,443		—			3,949

Equity in earnings of subsidiaries	7,960			6,443			—		(14,403		)	—
Net income	3,949			7,960			6,443		(14,403		)	3,949
Other comprehensive income	—			—			533		—			533
Total comprehensive income	$	3,949		$	7,960		$	6,976	$	(14,403	)	$	4,482

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING INCOME STATEMENT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2018



(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-guarantor subsidiaries			Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—	$	79,678		$	—		$	79,678
Advisory fees	—			—		78,490			(336		)	78,154
Investment banking	—			—		28,328			—			28,328
Bank deposit sweep income	—			—		30,053			—			30,053
Interest	1			2,063		13,415			(2,076		)	13,403
Principal transactions, net	—			—		(19		)	3			(16		)
Other	—			154		8,213			(153		)	8,214
Total revenue	1			2,217		238,158			(2,562		)	237,814
EXPENSES
Compensation and related expenses	343			—		152,503			—			152,846
Communications and technology	35			—		18,567			—			18,602
Occupancy and equipment costs	—			—		15,259			(153		)	15,106
Clearing and exchange fees	—			—		5,378			—			5,378
Interest	3,375			—		11,616			(2,076		)	12,915
Other	218			270		25,658			(333		)	25,813
Total expenses	3,971			270		228,981			(2,562		)	230,660
Income (loss) before income taxes	(3,970		)	1,947		9,177			—			7,154
Income taxes	(976		)	479		2,580			—			2,083
Net income (loss)	(2,994		)	1,468		6,597			—			5,071

Equity in earnings of subsidiaries	8,065			6,597		—			(14,662		)	—
Net income	5,071			8,065		6,597			(14,662		)	5,071
Other comprehensive income	—			—		99			—			99
Total comprehensive income	$	5,071		$	8,065	$	6,696		$	(14,662	)	$	5,170

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING INCOME STATEMENT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—		$	238,932	$	—		$	238,932
Advisory fees	—			—			236,278		(1,037		)	235,241
Investment banking	—			—			81,847		—			81,847
Bank deposit sweep income	—			—			94,692		—			94,692
Interest	234			6,181			38,426		(6,220		)	38,621
Principal transactions, net	—			121			21,980		(12		)	22,089
Other	3			2			26,070		1			26,076
Total revenue	237			6,304			738,225		(7,268		)	737,498
EXPENSES
Compensation and related expenses	1,098			—			466,330		(6		)	467,422
Communications and technology	130			—			61,327		—			61,457
Occupancy and equipment costs	—			(1		)	46,855		2			46,856
Clearing and exchange fees	—			—			16,479		—			16,479
Interest	9,788			—			34,141		(6,220		)	37,709
Other	2,637			248			65,795		(1,044		)	67,636
Total expenses	13,653			247			690,927		(7,268		)	697,559
Income (loss) before income taxes	(13,416		)	6,057			47,298		—			39,939
Income taxes	(3,702		)	1,994			14,129		—			12,421
Net income (loss)	(9,714		)	4,063			33,169		—			27,518

Equity in earnings of subsidiaries	37,232			33,169			—		(70,401		)	—
Net income	27,518			37,232			33,169		(70,401		)	27,518
Other comprehensive income	—			—			1,457		—			1,457
Total comprehensive income	$	27,518		$	37,232		$	34,626	$	(70,401	)	$	28,975

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING INCOME STATEMENT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018



(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-guarantor subsidiaries			Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—	$	245,935		$	—		$	245,935
Advisory fees	—			—		233,953			(981		)	232,972
Investment banking	—			—		84,442			—			84,442
Bank deposit sweep income	—			—		84,203			—			84,203
Interest	4			6,183		38,732			(6,233		)	38,686
Principal transactions, net	—			—		9,149			(39		)	9,110
Other	—			345		19,549			(342		)	19,552
Total revenue	4			6,528		715,963			(7,595		)	714,900
EXPENSES
Compensation and related expenses	1,191			—		456,630			—			457,821
Communications and technology	123			—		55,164			—			55,287
Occupancy and equipment costs	—			—		45,777			(342		)	45,435
Clearing and exchange fees	—			—		17,254			—			17,254
Interest	10,125			—		28,895			(6,233		)	32,787
Other	883			1,372		75,789			(1,020		)	77,024
Total expenses	12,322			1,372		679,509			(7,595		)	685,608
Income (loss) before income taxes	(12,318		)	5,156		36,454			—			29,292
Income taxes	(3,081		)	1,112		10,630			—			8,661
Net income (loss)	(9,237		)	4,044		25,824			—			20,631

Equity in earnings of subsidiaries	29,868			25,824		—			(55,692		)	—
Net income	20,631			29,868		25,824			(55,692		)	20,631
Other comprehensive loss	—			—		(880		)	—			(880		)
Total comprehensive income	$	20,631		$	29,868	$	24,944		$	(55,692	)	$	19,751

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2019



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Cash provided by (used in) operating activities	$	16,687		$	(3,292	)	$	9,502		$	—	$	22,897
Cash flows from investing activities:
Purchase of furniture, equipment and leasehold improvements	—			—			(8,672		)	—		(8,672		)
Proceeds from the settlement of Company-owned life insurance	—			—			1,720			—		1,720
Cash used in investing activities	—			—			(6,952		)	—		(6,952		)
Cash flows from financing activities:
Cash dividends paid on Class A non-voting and Class B voting common stock	(4,408		)	—			—			—		(4,408		)
Issuance of Class A non-voting common stock	83			—			—			—		83
Repurchase of Class A non-voting common stock	(8,400		)	—			—			—		(8,400		)
Redemption of senior secured notes	(50,000		)	—			—			—		(50,000		)
Debt redemption costs	(1,688		)	—			—			—		(1,688		)
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	(65,427		)	—			(15,000		)	—		(80,427		)
Net increase (decrease) in cash and cash equivalents	(48,740		)	(3,292		)	(12,450		)	—		(64,482		)
Cash and cash equivalents, beginning of the period	53,525			3,826			33,324			—		90,675
Cash and cash equivalents, end of the period	$	4,785		$	534		$	20,874		$	—	$	26,193

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Cash provided by (used in) operating activities	$	(131	)	$	1,337		$	117,073		$	—	$	118,279
Cash flows from investing activities:
Purchase of furniture, equipment and leasehold improvements	—			—			(6,654		)	—		(6,654		)
Purchase of intangible assets	—			(400		)	—			—		(400		)
Proceeds from the settlement of Company-owned life insurance	—			—			284			—		284
Cash used in investing activities	—			(400		)	(6,370		)	—		(6,770		)
Cash flows from financing activities:
Cash dividends paid on Class A non-voting and Class B voting common stock	(4,373		)	—			—			—		(4,373		)
Issuance of Class A non-voting common stock	70			—			—			—		70
Payments for employee taxes withheld related to vested share-based awards	(2,529		)	—			—			—		(2,529		)
Decrease in bank call loans, net	—			—			(115,300		)	—		(115,300		)
Cash used in financing activities	(6,832		)	—			(115,300		)	—		(122,132		)
Net increase (decrease) in cash and cash equivalents	(6,963		)	937			(4,597		)	—		(10,623		)
Cash and cash equivalents, beginning of the period	7,442			3,716			36,996			—		48,154
Cash and cash equivalents, end of the period	$	479		$	4,653		$	32,399		$	—	$	37,531