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 11 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 11. 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, 2020



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	1,950		$	67		$	21,523		$	—		$	23,540
Deposits with clearing organizations	—			—			119,580			—			119,580
Receivable from brokers, dealers and clearing organizations				—			198,417						198,417
Receivable from customers, net of allowance for credit losses of $528	—			—			964,772			—			964,772
Income tax receivable	43,061			16,068			(701		)	(52,145		)	6,283
Securities owned, including amounts pledged of $150,547 at fair value	—			1,339			308,007			—			309,346
Notes receivable, net of accumulated amortization and allowance for uncollectibles of $31,188 and $3,908, respectively	—			—			44,960			—			44,960
Furniture, equipment and leasehold improvements, net of accumulated depreciation of $96,742	—			21,741			8,905			—			30,646
Right-of-use lease assets, net of accumulated amortization of $31,398	—			149,929			6,026			85			156,040
Subordinated loan receivable	209			112,558			—			(112,767		)	—
Intangible assets	—			400			31,700			—			32,100
Goodwill	—			—			137,889			—			137,889
Other assets	144			1,368			114,547			1			116,060
Deferred tax assets	238			(9		)	(733		)	504			—
Investment in subsidiaries	737,510			598,905			—			(1,336,415		)	—
Intercompany receivables	(43,139		)	73,322			(3,850		)	(26,333		)	—
Total assets	$	739,973		$	975,688		$	1,951,042		$	(1,527,070	)	$	2,139,633
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Drafts payable	$	—		$	—		$	19,066		$	—		$	19,066
Bank call loans	—			—			203,100			—			203,100
Payable to brokers, dealers and clearing organizations	—			—			239,583			—			239,583
Payable to customers	—			—			413,646			—			413,646
Securities sold under agreements to repurchase	—			—			124,103			—			124,103
Securities sold but not yet purchased, at fair value	—			—			34,639			—			34,639
Accrued compensation	—			—			102,407			—			102,407
Income tax payable	2,440			22,189			27,516			(52,145		)	—
Accounts payable and other liabilities	2,661			(10,294		)	51,256			22			43,645
Lease liabilities	—			191,294			6,434			—			197,728
Senior secured notes, net of debt issuance cost of $432	148,142			—			—			—			148,142
Subordinated indebtedness	—			—			112,558			(112,558		)	—
Deferred tax liabilities	—			(7,209		)	33,546			507			26,844
Intercompany payables	—			26,335			—			(26,335		)	—
Total liabilities	153,243			222,315			1,367,854			(190,509		)	1,552,903
Stockholders' equity
Total stockholders' equity	586,730			753,373			583,188			(1,336,561		)	586,730
Total liabilities and stockholders' equity	$	739,973		$	975,688		$	1,951,042		$	(1,527,070	)	$	2,139,633

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2019



(Expressed in thousands)	Parent		Guarantor subsidiaries		Non-guarantor subsidiaries		Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	4,811	$	2,179	$	72,560	$	—		$	79,550
Deposits with clearing organizations	—		—		48,415		—			48,415
Receivable from brokers, dealers and clearing organizations	—		—		158,231		5,062			163,293
Receivable from customers, net of allowance for credit losses of $451	—		—		796,934		—			796,934
Income tax receivable	42,556		16,469		—		(53,855		)	5,170
Securities owned, including amounts pledged of $357,120 at fair value	—		1,352		798,367		—			799,719
Notes receivable, net of accumulated amortization and allowance for uncollectibles of $38,355 and $3,673, respectively	—		—		43,670		—			43,670
Furniture, equipment and leasehold improvements, net of accumulated depreciation of $94,773	—		22,537		8,840		—			31,377
Subordinated loan receivable	209		112,558		—		(112,767		)	—
Right-of-use lease assets, net of accumulated amortization of $25,186	—		153,780		6,517		—			160,297
Intangible assets	—		400		31,700		—			32,100
Goodwill	—		—		137,889		—			137,889
Other assets	154		11,798		164,821		(10,432		)	166,341
Deferred tax assets	4		7,048		2,449		(9,501		)	—
Investment in subsidiaries	697,093		763,990		24,656		(1,485,739		)	—
Intercompany receivables	2,875		67,923		—		(70,798		)	—
Total assets	$	747,702	$	1,160,034	$	2,295,049	$	(1,738,030	)	$	2,464,755
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities
Payable to brokers, dealers and clearing organizations	$	—	$	—	$	520,975	$	—		$	520,975
Payable to customers	—		—		334,735		—			334,735
Securities sold under agreements to repurchase	—		—		287,265		—			287,265
Securities sold but not yet purchased, at fair value	—		—		100,571		—			100,571
Accrued compensation	—		—		207,358		—			207,358
Accounts payable and other liabilities	5,166		75		50,049		(10,565		)	44,725
Lease liabilities	—		196,234		6,906		—			203,140
Income tax payable	—		40		703		(743		)	—
Senior secured notes, net of debt issuance cost of $485	149,515		—		—		—			149,515
Subordinated indebtedness	—		—		112,558		(112,558		)	—
Deferred tax liabilities	—		—		33,546		(9,797		)	23,749
Intercompany payables	299		—		—		(299		)	—
Total liabilities	154,980		196,349		1,654,666		(133,962		)	1,872,033
Stockholders' equity
Total stockholders' equity	592,722		963,685		640,383		(1,604,068		)	592,722
Total liabilities and stockholders' equity	$	747,702	$	1,160,034	$	2,295,049	$	(1,738,030	)	$	2,464,755

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING INCOME STATEMENT

FOR THE THREE MONTHS ENDED MARCH 31, 2020



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—		$	103,249		$	—		$	103,249
Advisory fees	—			—			86,518			(354		)	86,164
Investment banking	—			—			25,728			—			25,728
Bank deposit sweep income	—			—			18,826			—			18,826
Interest	1			2,058			10,898			(2,067		)	10,890
Principal transactions, net	—			(16		)	(852		)	—			(868		)
Other	86			—			(9,301		)	(4		)	(9,219		)
Total revenue	87			2,042			235,066			(2,425		)	234,770
EXPENSES
Compensation and related expenses	314			—			157,362			—			157,676
Communications and technology	40			—			19,851			—			19,891
Occupancy and equipment costs	—			—			16,078			—			16,078
Clearing and exchange fees	—			—			5,659			—			5,659
Interest	2,530			—			6,088			(2,068		)	6,550
Other	233			2			18,815			(357		)	18,693
Total expenses	3,117			2			223,853			(2,425		)	224,547
Income (loss) before income taxes	(3,030		)	2,040			11,213			—			10,223
Income taxes	(740		)	549			2,596			—			2,405
Net income (loss)	(2,290		)	1,491			8,617			—			7,818

Equity in earnings of subsidiaries	10,108			8,617			—			(18,725		)	—
Net income	7,818			10,108			8,617			(18,725		)	7,818
Other comprehensive income	—			—			(537		)	—			(537		)
Total comprehensive income	$	7,818		$	10,108		$	8,080		$	(18,725	)	$	7,281

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		12,878		(26,825		)	11,194
Other comprehensive income	—			—		563		—			563
Total comprehensive income	$	11,194		$	13,947	$	13,441	$	(26,825	)	$	11,757

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE THREE MONTHS ENDED MARCH 31, 2020



(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor subsidiaries			Eliminations		Consolidated
Cash flows from operating activities:
Cash provided by (used in) operating activities	$	13,900		$	(2,112	)	$	(252,811	)	$	—	$	(241,023	)
Cash flows from investing activities:
Purchase of furniture, equipment and leasehold improvements	—			—			(1,326		)	—		(1,326		)
Cash used in investing activities	—			—			(1,326		)	—		(1,326		)
Cash flows from financing activities:
Cash dividends paid on Class A non-voting and Class B voting common stock	(1,561		)	—			—			—		(1,561		)
Repurchase of Class A non-voting common stock for cancellation	(8,434		)	—			—			—		(8,434		)
Repurchase of senior secured notes	(1,426		)	—			—			—		(1,426		)
Payments for employee taxes withheld related to vested share-based awards	(5,340		)	—			—			—		(5,340		)
Increase in bank call loans, net	—			—			203,100			—		203,100
Cash provided by (used in) financing activities	(16,761		)	—			203,100			—		186,339
Net decrease in cash and cash equivalents	(2,861		)	(2,112		)	(51,037		)	—		(56,010		)
Cash and cash equivalents, beginning of the period	4,811			2,179			72,560			—		79,550
Cash and cash equivalents, end of the period	$	1,950		$	67		$	21,523		$	—	$	23,540

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		)
Issuance 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