Financial instruments

6 Months Ended

Jun. 30, 2011

Financial instruments [Abstract]

Financial instruments

5. Financial instruments

Securities owned and securities sold but not yet purchased, investments and derivative contracts are carried at fair value with changes in fair value recognized in earnings each period. The Company’s other financial instruments are generally short-term in nature or have variable interest rates and as such their carrying values approximate fair value, with the exception of notes receivable from employees which are carried at cost.

Securities Owned and Securities Sold, But Not Yet Purchased at Fair Value

Expressed in thousands of dollars.

	June 30,				December 31,
	2011				2010
	Owned		Sold		Owned		Sold
U.S. Treasury, agency and sovereign obligations	$	790,260	$	119,976	$	160,114	$	105,564
Corporate debt and other obligations		21,899		10,986		32,204		6,788
Mortgage and other asset-backed securities		3,550		19		2,895		25
Municipal obligations		83,881		536		55,089		383
Convertible bonds		46,783		7,513		39,015		11,093
Corporate equities		37,110		42,414		39,151		36,164
Other		64,145		30		38,551		35
Total	$	1,047,628	$	181,474	$	367,019	$	160,052

Securities owned and securities sold, but not yet purchased, consist of trading and investment securities at fair values. Included in securities owned at June 30, 2011 are corporate equities with estimated fair values of approximately $14.9 million ($14.3 million at December 31, 2010), which are related to deferred compensation liabilities to certain employees included in accrued compensation on the condensed consolidated balance sheet.

Valuation Techniques

A description of the valuation techniques applied and inputs used in measuring the fair value of the Company’s financial instruments is as follows:

U.S. Treasury Obligations

U.S. Treasury securities are valued using quoted market prices obtained from active market makers and inter-dealer brokers and, accordingly, are categorized in Level 1 in the fair value hierarchy.

U.S. Agency Obligations

U.S. agency securities consist of agency issued debt securities and mortgage pass-through securities. Non-callable agency issued debt securities are generally valued using quoted market prices. Callable agency issued debt securities are valued by benchmarking model-derived prices to quoted market prices and trade data for identical or comparable securities. The fair value of mortgage pass-through securities are model driven with respect to spreads of the comparable To-be-announced (“TBA”) security. Actively traded non-callable agency issued debt securities are categorized in Level 1 of the fair value hierarchy. Callable agency issued debt securities and mortgage pass-through securities are generally categorized in Level 2 of the fair value hierarchy.

Sovereign Obligations

The fair value of sovereign obligations is determined based on quoted market prices when available or a valuation model that generally utilizes interest rate yield curves and credit spreads as inputs. Sovereign obligations are categorized in Level 1 or 2 of the fair value hierarchy.

Corporate Debt & Other Obligations

The fair value of corporate bonds is estimated using recent transactions, broker quotations and bond spread information. Corporate bonds are generally categorized in Level 2 of the fair value hierarchy.

Mortgage and Other Asset-Backed Securities

The Company holds non-agency securities primarily collateralized by home equity and manufactured housing which are valued based on external pricing and spread data provided by independent pricing services and are generally categorized in Level 2 of the fair value hierarchy. When specific external pricing is not observable, the valuation is based on yields and spreads for comparable bonds and, consequently, the positions are categorized in Level 3 of the fair value hierarchy.

Municipal Obligations

The fair value of municipal obligations is estimated using recently executed transactions, broker quotations, and bond spread information. These obligations are generally categorized in Level 2 of the fair value hierarchy; in instances where significant inputs are unobservable, they are categorized in Level 3 of the hierarchy.

Convertible Bonds

The fair value of convertible bonds is estimated using recently executed transactions and dollar-neutral price quotations, where observable. When observable price quotations are not available, fair value is determined based on cash flow models using yield curves and bond spreads as key inputs. Convertible bonds are generally categorized in Level 2 of the fair value hierarchy; in instances where significant inputs are unobservable, they are categorized in Level 3 of the hierarchy.

Corporate Equities

Equity securities and options are generally valued based on quoted prices from the exchange or market where traded and categorized as Level 1 in the fair value hierarchy. To the extent quoted prices are not available, prices are generally derived using bid/ask spreads, and these securities are generally categorized in Level 2 of the fair value hierarchy.

Other

In February 2010, Oppenheimer finalized settlements with each of the New York Attorney General’s office (“NYAG”) and the Massachusetts Securities Division (“MSD” and, together with the NYAG, the “Regulators”) concluding investigations and administrative proceedings by the Regulators concerning Oppenheimer’s marketing and sale of auction rate securities (“ARS”). Pursuant to those settlements, as at June 30, 2011, the Company had purchased approximately $67.3 million in ARS from its clients pursuant to several purchase offers and expects to purchase at least an additional $6.0 million of ARS from its clients under the current client purchase offer. The Company’s purchases of ARS from its clients will continue on a periodic basis thereafter pursuant to the settlements with the Regulators. In addition, the Company is committed to purchase another $49.0 million in ARS as a result of legal settlements with clients. The ultimate amount of ARS to be repurchased by the Company cannot be predicted with any certainty and will be impacted by redemptions by issuers and client actions during the period, which cannot be predicted. In addition to the ARS purchases from clients of $67.3 million as of June 30, 2011 referred to above, the Company also held $2.1 million in ARS in its proprietary trading account as of June 30, 2011 as a result of the failed auctions in February 2008. These ARS positions primarily represent Auction Rate Preferred Securities issued by closed-end funds and, to a lesser extent, Municipal Auction Rate Securities which are municipal bonds wrapped by municipal bond insurance and Student Loan Auction Rate Securities which are asset-backed securities backed by student loans (collectively referred to as “ARS”).

Interest rates on ARS typically reset through periodic auctions. Due to the auction mechanism and generally liquid markets, ARS have historically been categorized as Level 1 in the fair value hierarchy. Beginning in February 2008, uncertainties in the credit markets resulted in substantially all of the ARS market experiencing failed auctions. Once the auctions failed, the ARS could no longer be valued using observable prices set in the auctions. The Company has used less observable determinants of the fair value of ARS, including the strength in the underlying credits, announced issuer redemptions, completed issuer redemptions, and announcements from issuers regarding their intentions with respect to their outstanding ARS. The Company has also developed an internal methodology to discount for the lack of liquidity and non-performance risk of the failed auctions. Key inputs include spreads on comparable Treasury yields to derive a discount rate, an estimate of the ARS duration, and yields based on current auctions in comparable securities that have not failed. Due to the less observable nature of these inputs, the Company categorizes ARS in Level 3 of the fair value hierarchy. As of June 30, 2011, the Company had a valuation adjustment (unrealized loss) of $4.9 million for ARS.

Investments

In its role as general partner in certain hedge funds and private equity funds, the Company, through its subsidiaries, holds direct investments in such funds. The Company uses the net asset value of the underlying fund as a basis for estimating the fair value of its investment. Due to the illiquid nature of these investments and difficulties in obtaining observable inputs, these investments are included in Level 3 of the fair value hierarchy.

The following table provides information about the Company’s investments in Company-sponsored funds at June 30, 2011.

Expressed in thousands of dollars.

			Unfunded
			Commit-		Redemption	Redemption
	Fair Value		ments		Frequency	Notice Period
Hedge Funds(1)	$	1,293	$	—	Quarterly - Annually	30 - 120 Days
Private Equity Funds(2)		2,488		4,685	N/A	N/A
Distressed Opportunities Fund(3)		10,991		—	Semi-Annually	180 Days
Total	$	14,772	$	4,685

(1)	Includes investments in hedge funds and hedge fund of funds that pursue long/short, event-driven, and activist strategies.
(2)	Includes private equity funds and private equity fund of funds with a focus on diversified portfolios, real estate and global natural resources.
(3)	Hedge fund that invests in distressed debt of U.S. companies.

Derivative Contracts

From time to time, the Company transacts in exchange-traded and over-the-counter derivative transactions to manage its interest rate risk. Exchange-traded derivatives, namely U.S. Treasury futures, Federal funds futures, and Eurodollar futures, are valued based on quoted prices from the exchange and are categorized in Level 1 of the fair value hierarchy. Over-the-counter derivatives, namely interest rate swap and interest rate cap contracts, are valued using a discounted cash flow model and the Black-Scholes model, respectively, using observable interest rate inputs and are categorized in Level 2 of the fair value hierarchy.

As described below in “Credit Concentrations”, the Company participates in loan syndications and operates as underwriting agent in leveraged financing transactions where it utilizes a warehouse facility provided by Canadian Imperial Bank of Commerce (“CIBC”) to extend financing commitments to third-party borrowers identified by the Company. The Company uses broker quotations on loans trading in the secondary market as a proxy to determine the fair value of the underlying loan commitment which is categorized in Level 3 of the fair value hierarchy. The Company also purchases and sells loans in its proprietary trading book where CIBC provides the financing through a loan trading facility. The Company uses broker quotations to determine the fair value of loan positions held which are categorized in Level 2 of the fair value hierarchy.

The Company from time to time enters into securities financing transactions that mature on the same date as the underlying collateral. Such transactions are treated as a sale of financial assets and a forward repurchase commitment, or conversely as a purchase of financial assets and a forward resale commitment. The forward repurchase and resale commitments are valued based on the spread between the market value of the government security and the underlying collateral and are categorized in Level 2 of the fair value hierarchy.

Fair Value Measurements

The Company’s assets and liabilities, recorded at fair value on a recurring basis as of June 30, 2011 and December 31, 2010, have been categorized based upon the above fair value hierarchy as follows:

Assets and liabilities measured at fair value on a recurring basis as of June 30, 2011:

Expressed in thousands of dollars.

	Fair Value Measurements
	As of June 30, 2011
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	53,732	$	—	$	—	$	53,732
Securities segregated for regulatory and other purposes		14,500		—		—		14,500
Deposits with clearing organizations		9,095		—		—		9,095
Securities owned:
U.S. Treasury obligations		710,488		—		—		710,488
U.S. Agency obligations		39,859		39,913		—		79,772
Corporate debt and other obligations		—		21,899		—		21,899
Mortgage and other asset-backed securities		—		3,445		105		3,550
Municipal obligations		—		80,052		3,829		83,881
Convertible bonds		—		46,783		—		46,783
Corporate equities		27,692		9,418		—		37,110
Other		1,047		—		63,098		64,145
Securities owned, at fair value		779,086		201,510		67,032		1,047,628
Investments (1)		981		36,292		16,141		53,414
Derivative contracts (2)		—		3,822		—		3,822
Securities purchased under agreements to resell (3)		—		556,916		—		556,916
Total	$	857,394	$	798,540	$	83,173	$	1,739,107

Expressed in thousands of dollars.

	Fair Value Measurements
	As of June 30, 2011
	Level 1		Level 2		Level 3		Total
Liabilities:
Securities sold, but not yet purchased:
U.S. Treasury obligations	$	119,903	$	—	$	—	$	119,903
U.S. Agency obligations		—		73		—		73
Corporate debt and other obligations		—		10,986		—		10,986
Mortgage and other asset-backed securities		—		8		11		19
Municipal obligations		—		536		—		536
Convertible bonds		—		7,513		—		7,513
Corporate equities		22,158		20,256		—		42,414
Other		30		—		—		30
Securities sold, but not yet purchased		142,091		39,372		11		181,474
Investments		32		—		—		32
Derivative contracts (2)		244		2,652		—		2,896
Total	$	142,367	$	42,024	$	11	$	184,402

(1)	Included in other assets on the condensed consolidated balance sheet.
(2	Primarily represents the fair value of “To-Be-Announced” securities (TBAs). See “Derivatives used for trading and investment purposes” below.
(3)	Includes securities purchased under agreements to resell where the Company has elected the fair value option.

Assets and liabilities measured at fair value on a recurring basis as of December 31, 2010:

Expressed in thousands of dollars.

	Fair Value Measurements
	As of December 31, 2010
	Level 1		Level 2		Level 3		Total
Assets:
Cash equivalents	$	14,384	$	—	$	—	$	14,384
Securities segregated for regulatory and other purposes		14,497		—		—		14,497
Deposits with clearing organizations		9,094		—		—		9,094
Securities owned:
U.S. Treasury obligations		115,790		—		—		115,790
U.S. Agency obligations		23,963		20,348		—		44,311
Sovereign obligations		13		—		—		13
Corporate debt and other obligations		—		32,204		—		32,204
Mortgage and other asset-backed securities		—		2,881		14		2,895
Municipal obligations		—		53,302		1,787		55,089
Convertible bonds		—		39,015		—		39,015
Corporate equities		31,798		7,353		—		39,151
Other		2,643		—		35,908		38,551
Securities owned, at fair value		174,207		155,103		37,709		367,019
Investments (1)		12,522		34,563		17,208		64,293
Derivative contracts (2)		—		26,067		—		26,067
Total	$	224,704	$	215,734	$	54,917	$	495,355

Expressed in thousands of dollars.

	Fair Value Measurements
	As of December 31, 2010
	Level 1		Level 2		Level 3		Total
Liabilities:
Securities sold, but not yet purchased:
U.S. Treasury obligations	$	101,060	$	—	$	—	$	101,060
U.S. Agency obligations		4,405		99		—		4,504
Sovereign obligations		—		—		—		—
Corporate debt and other obligations		—		6,788		—		6,788
Mortgage and other asset-backed securities		—		25		—		25
Municipal obligations		—		383		—		383
Convertible bonds		—		11,093		—		11,093
Corporate equities		20,962		15,202		—		36,164
Other		35		—		—		35
Securities sold, but not yet purchased, at fair value		126,462		33,590		—		160,052
Investments		12		—		—		12
Derivative contracts (3)		147		178		—		325
Securities sold under agreements to repurchase (2)		—		352,706		—		352,706
Total	$	126,621	$	386,474	$	—	$	513,093

(1)	Included in other assets on the consolidated balance sheet.
(2	Primarily represents the fair value of “To-Be-Announced” securities (TBAs). See “Derivatives used for trading and investment purposes” below.
(3)	Primarily represents the fair value of sales of TBAs. See “Derivatives used for trading and investment purposes” below.

There were no significant transfers between Level 1 and Level 2 assets and liabilities in the three and six months ended June 30, 2011.

The following tables present changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the three months ending June 30, 2011 and 2010.

Expressed in thousands of dollars.

			Realized		Unrealiz-			Purch-
			Gains		ed Gains			ases,		Sales,			Trans-		Ending
	Opening		(Losses)		(Losses)			Issu-		Settle-			fers In		Bal-
	Balance		(4)		(4) (5)			ances		ments			/ Out		ance
For the three months ended June 30, 2011
Assets:
Mortgage and other asset-backed securities (1)	$	—		—		3			102		—			—	$	105
Municipal obligations		2,165		—		(43	)		1,882		(175	)		—		3,829
Other (2)		36,582		—		1,966			27,575		(3,025	)		—		63,098
Investments (3)		17,308		—		1			426		(1,607	)		13		16,141
Liabilities:
Mortgage and other asset-backed securities (1)	$	—		—		—			—		11			—	$	11

			Realized		Unrealiz-			Purchases,
			Gains		ed Gains			Sales,			Trans-
	Opening		(Losses)		(Losses)			Issuances,			fers In /			Ending
	Balance		(4)		(4) (5)			Settlements			Out			Balance
For the three months ended June 30, 2010
Assets:
Mortgage and other asset-backed securities (1)	$	380		8		8			(53	)		(301	)	$	42
Municipal obligations		975		—		(157	)		1,035			—			1,853
Other (2)		4,450		—		(355	)		16,775			—			20,870
Investments (3)		16,890		—		(308	)		348			—			16,930
Liabilities:
none

(1)	Represents private placements of non-agency collateralized mortgage obligations.
(2)	Represents auction rate preferred securities that failed in the auction rate market.
(3)	Primarily represents general partner ownership interests in hedge funds and private equity funds sponsored by the Company.
(4)	Included in principal transactions on the condensed consolidated statement of operations, except for investments which are included in other income on the condensed consolidated statement of operations.
(5)	Unrealized gains (losses) are attributable to assets or liabilities that are still held at the reporting date.

The following tables present changes in Level 3 assets and liabilities measured at fair value on a recurring basis for the six months ending June 30, 2011 and 2010.

Expressed in thousands of dollars.

			Realized		Unrealiz-			Purch-
			Gains		ed Gains			ases,		Sales,			Trans-			Ending
	Opening		(Losses)		(Losses)			Issu-		Settle-			fers In			Bal-
	Balance		(4)		(4) (5)			ances		ments			/ Out			ance
For the six months ended June 30, 2011
Assets:
Mortgage and other asset-backed securities (1)	$	14		—		3			102		(14	)		—		$	105
Municipal obligations		1,787		—		(190	)		2,407		(175	)		—			3,829
Other (2)		35,909		—		(936	)		34,150		(6,025	)		—			63,098
Investments (3)		17,208		—		(1	)		552		(1,607	)		(11	)		16,141
Liabilities:
Mortgage and other asset-backed securities (1)	$	—		—		—			—		11			—		$	11

			Realized			Unrealiz-			Purchases,
			Gains			ed Gains			Sales,			Trans-
	Opening		(Losses)			(Losses)			Issuances,			fers In /			Ending
	Balance		(4)			(4) (5)			Settlements			Out			Balance
For the six months ended June 30, 2010
Assets:
Mortgage and other asset-backed securities (1)	$	317		6			8			(12	)		(301	)	$	42
Municipal obligations		1,075		(4	)		(315	)		1,035			62			1,853
Other (2)		4,450		—			(355	)		16,775			—			20,870
Investments (3)		15,891		—			326			403			220			16,930
Liabilities:
none

(1)	Represents private placements of non-agency collateralized mortgage obligations.
(2)	Represents auction rate preferred securities that failed in the auction rate market.
(3)	Primarily represents general partner ownership interests in hedge funds and private equity funds sponsored by the Company.
(4)	Included in principal transactions on the condensed consolidated statement of operations, except for investments which are included in other income on the condensed consolidated statement of operations.
(5)	Unrealized gains (losses) are attributable to assets or liabilities that are still held at the reporting date.

Fair Value Option

The Company has the option to measure certain financial assets and financial liabilities at fair value with changes in fair value recognized in earnings each period. The Company may make a fair value option election on an instrument-by-instrument basis at initial recognition of an asset or liability or upon an event that gives rise to a new basis of accounting for that instrument. The Company has elected to apply the fair value option to its loan trading portfolio which resides in OPY Credit Corp. and is included in other assets on the condensed consolidated balance sheet. Management has elected this treatment as it is consistent with the manner in which the business is managed as well as the way that financial instruments in other parts of the business are recorded. There were no loan positions held in the secondary loan trading portfolio at June 30, 2011 (None at December 31, 2010).

The Company also elected the fair value option for those securities sold under agreements to repurchase (“repurchase agreements”) and securities purchased under agreements to resell (“resale agreements”) that do not settle overnight or have an open settlement date or that are not accounted for as purchase and sale agreements (such as repo-to-maturity transactions). The Company has elected the fair value option for these instruments to more accurately reflect market and economic events in its earnings and to mitigate a potential imbalance in earnings caused by using different measurement attributes (i.e. fair value versus carrying value) for certain assets and liabilities. At June 30, 2011, the fair value of the resale agreement and repurchase agreements were $556.9 million and $nil, respectively. During the three and six months ended June 30, 2011, the amount of losses related to resale agreements was $27,000 and $6,000, respectively. During the three and six months ended June 30, 2011, the amount of gains/losses related to repurchase agreements was $nil and $nil, respectively.

Fair Value of Derivative Instruments

The Company transacts, on a limited basis, in exchange traded and over-the-counter derivatives for both asset and liability management as well as for trading and investment purposes. Risks managed using derivative instruments include interest rate risk and, to a lesser extent, foreign exchange risk. Interest rate swaps and interest rate caps are entered into to manage the Company’s interest rate risk associated with floating-rate borrowings. All derivative instruments are measured at fair value and are recognized as either assets or liabilities on the consolidated balance sheet. The Company designates interest rate swaps and interest rate caps as cash flow hedges of floating-rate borrowings.

Cash flow hedges used for asset and liability management

For derivative instruments that are designated and qualify as a cash flow hedge, the effective portion of the gain or loss on the derivative is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains or losses on the derivative representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings.

On September 29, 2006, the Company entered into interest rate swap transactions to hedge the interest payments associated with its floating rate Senior Secured Credit Note, which is subject to change due to changes in 3-Month LIBOR. See note 6 for further information. These swaps have been designated as cash flow hedges. Changes in the fair value of the swap hedges are expected to be highly effective in offsetting changes in the interest payments due to changes in 3-Month LIBOR. For the three and six months ended June 30, 2011, the effective portion of the net gain on the interest rate swaps, after tax, was approximately $nil and $69,000, respectively ($73,000 and $330,000, respectively, for the three and six months ended June 30, 2010) and has been recorded as other comprehensive income on the condensed consolidated statement of comprehensive income (loss). The swaps expired on March 31, 2011.

On January 20, 2009, the Company entered into an interest rate cap contract, incorporating a series of purchased caplets with fixed maturity dates ending December 31, 2012, to hedge the interest payments associated with its floating rate Subordinated Note, which is subject to changes in 3-Month LIBOR. See note 6 for further information. With the repayment of the Subordinated Note in the second quarter of 2011, this cap is no longer designated as a cash flow hedge. The loss of $1.3 million related to this hedge that was previously included in other comprehensive income (loss) was reversed and included in interest expense in the condensed consolidated statement of operations in the second quarter of 2011.

Foreign exchange hedges

From time to time, the Company also utilizes forward and options contracts to hedge the foreign currency risk associated with compensation obligations to Oppenheimer Israel (OPCO) Ltd. employees denominated in New Israeli Shekels. Such hedges have not been designated as accounting hedges. At June 30, 2011, the Company did not have any such hedges in place.

Derivatives used for trading and investment purposes

Futures contracts represent commitments to purchase or sell securities or other commodities at a future date and at a specified price. Market risk exists with respect to these instruments. Notional or contractual amounts are used to express the volume of these transactions, and do not represent the amounts potentially subject to market risk. The futures contracts the Company used included U.S. Treasury notes, Federal Funds and Eurodollar contracts. At June 30, 2011, the Company had 240 open short contracts for 10-year U.S. Treasury notes with a fair value of $244,000 used primarily as an economic hedge of interest rate risk associated with a portfolio of fixed income investments. At June 30, 2011, the Company had 5.2 billion open contracts for Federal Funds futures with a fair value of approximately $245,000 and 224 million open contracts for Eurodollar futures with a fair value of $13,000 both used as economic hedges of interest rate risk associated with government trading activities.

The Company also transacts in pass-through mortgage-backed securities eligible to be sold in the “To-Be-Announced” or TBA market. TBAs provide for the forward or delayed delivery of the underlying instrument with settlement up to 180 days. The contractual or notional amounts related to these financial instruments reflect the volume of activity and do not reflect the amounts at risk. Unrealized gains and losses on TBAs are recorded in the condensed consolidated balance sheets in receivable from brokers and clearing organizations and payable to brokers and clearing organizations, respectively, and in the condensed consolidated statement of operations as principal transactions revenue. See Fair Value of Derivative Instruments tables below for TBAs outstanding at June 30, 2011.

From time-to-time, the Company enters into securities financing transactions that mature on the same date as the underlying collateral. These transactions are treated as a sale of financial assets and a forward repurchase commitment, or conversely as a purchase of financial assets and a forward resale commitment. At June 30, 2011, the fair value of the forward repurchase commitment was approximately $354,000.

The notional amounts and fair values of the Company’s derivatives at June 30, 2011 by product were as follows:

Expressed in thousands of dollars.

Fair Value of Derivative Instruments
As of June 30, 2011

	Description	Notional		Fair Value
Assets:
Derivatives designated as hedging instruments (1)
Interest rate contracts	Cap	$	100,000	$	34
Derivatives not designated as hedging instruments (1)
Commodity contracts	Eurodollar Futures		9,000		—
Other contracts	TBAs		361,450		3,788
			370,450		3,788
Total Assets		$	470,450	$	3,822
Liabilities:
Derivatives not designated as hedging instruments (1)
Commodity contracts	U.S Treasury Futures	$	24,000	$	244
	Federal Funds Futures		5,220,000		245
	Eurodollar Futures		224,000		13
Other contracts	TBAs		11,072		98
	Forward Purchase Commitment (2)		500,000		354
	Auction rate securities purchase commitment		45,843		1,941
Total Liabilities		$	6,024,916	$	2,896

(1)	See “Fair Value of Derivative Instruments” below for description of derivative financial instruments.
(2)	Forward commitment to repurchase government securities that received sale treatment related to “Repo-to-Maturity” transactions.

Expressed in thousands of dollars.

Fair Value of Derivative Instruments
As of December 31, 2010

	Description	Notional		Fair Value
Assets:
Derivatives designated as hedging instruments (1)
Interest rate contracts	Cap	$	100,000	$	178
Derivatives not designated as hedging instruments (1)
Other contracts	TBAs		516,987		25,889
Total Assets		$	616,987	$	26,067
Liabilities:
Derivatives designated as hedging instruments (1)
Interest rate contracts	Swaps	$	9,000	$	116
Derivatives not designated as hedging instruments (1)
Commodity contracts	U.S Treasury Futures		14,000		147
Other contracts	TBAs		2,000		26
	Forward Purchase Commitment (2)		3,250,000		35
Sub-total			3,266,000		209
Total Liabilities		$	3,275,000	$	325

(1)	See “Fair Value of Derivative Instruments” above for description of derivative financial instruments.
(2)	Forward commitment to repurchase government securities that received sale treatment related to “Repo-to-Maturity” transactions.

The following table presents the location and fair value amounts of the Company’s derivative instruments and their effect on the statement of operations for the three months ended June 30, 2011.

Expressed in thousands of dollars.

						Recognized
						in Other
						Comprehen-
						sive Income
						on		Reclassified from
						Derivatives -		Accumulated Other
						Effective		Comprehensive
		Recognized in Income on				Portion		Income into Income-
		Derivatives				(after-tax)		Effective Portion(2)
		(pre-tax)				Gain/		(after-tax)
Hedging Relationship	Description	Location	Gain/ (Loss)			(Loss)		Location	Gain/ (Loss)
Cash Flow Hedges used for asset and liability management:
Interest rate contracts	Caps (3)	N/A	$	(1,950	)	$	—	Interest expense	$	(1,233	)
	Swaps	N/A		—			—	Interest expense		61
Derivatives used for trading and investment (1):
Commodity contracts	U.S Treasury Futures	Principal transaction revenue		(1,136	)		—	None		—
	Federal Funds Futures	Principal transaction revenue		(221	)		—	None		—
	Euro-dollar Futures	Principal transaction revenue		(333	)		—	None		—
	Euro FX	Principal transaction revenue		(37	)		—	None		—
Other contracts	TBAs	Principal transaction revenue		3,391			—	None		—
	Forward purchase commitment (4)	Principal transaction revenue		114			—	None		—
	Auction rate securities purchase commitment	Principal transaction revenue		(1,941	)		—	None		—
Total			$	(2,113	)	$	—		$	(1,172	)

(1)	See “Fair Value of Derivative Instruments” above for description of derivative financial instruments.
(2)	There is no ineffective portion included in income for the three months ended June 30, 2011.
(3)	As noted above in “Cash flow hedges used for asset and liability management”, interest rate caps are used to hedge interest rate risk associated with the Subordinated Note. With the repayment of the Subordinated Note in the second quarter of 2011, this cap is no longer designated as a cash flow hedge and, as a result, a loss of $1.6 million has been reclassified from other comprehensive income (loss) to other expenses on the condensed consolidated statement of operations.
(4)	Forward commitment to repurchase government securities that received sale treatment related to “Repo-to-Maturity” transactions.

The following table presents the location and fair value amounts of the Company’s derivative instruments and their effect on the statement of operations for the six months ended June 30, 2011.

Expressed in thousands of dollars.

						Recognized
						in Other
						Comprehen-
						sive Income
						on		Reclassified from
						Derivatives -		Accumulated Other
						Effective		Comprehensive
		Recognized in Income on				Portion		Income into Income-
		Derivatives				(after-tax)		Effective Portion(2)
		(pre-tax)				Gain/		(after-tax)
Hedging Relationship	Description	Location	Gain/ (Loss)			(Loss)		Location	Gain/ (Loss)
Cash Flow Hedges used for asset and liability management:
Interest rate contracts	Swaps	N/A	$	—		$	—	Interest expense	$	(50	)
	Caps (3)	N/A		(1,950	)		—	Interest expense		(1,272	)
Derivatives used for trading and investment (1):
Commodity contracts	U.S Treasury Futures	Principal transaction revenue		(1,180	)		—	None		—
	Federal Funds Futures	Principal transaction revenue		(250	)		—	None		—
	Euro-dollar Futures	Principal transaction revenue		(410	)		—	None		—
	Euro FX	Principal transaction revenue		(131	)		—	None		—
Other contracts	TBAs	Principal transaction revenue		4,645			—	None		—
	Forward purchase commitment (4)	Principal transaction revenue		(784	)		—	None		—
	Auction rate	Principal
	securities purchase commitment	transaction revenue		(1,941	)		—	None		—
Total			$	(2,001	)	$	—		$	(1,322	)

(1)	See “Fair Value of Derivative Instruments” above for description of derivative financial instruments.
(2)	There is no ineffective portion included in income for the six months ended June 30, 2011.
(3)	As noted above in “Cash flow hedges used for asset and liability management”, interest rate caps are used to hedge interest rate risk associated with the Subordinated Note. With the repayment of the Subordinated Note in the second quarter of 2011, this cap is no longer designated as a cash flow hedge and, as a result, a loss of $1.3 million, net of tax, has been reclassified from other comprehensive income (loss) to other expenses on the condensed consolidated statement of operations.
(4)	Forward commitment to repurchase government securities that received sale treatment related to “Repo-to-Maturity” transactions.

Collateralized Transactions

The Company enters into collateralized borrowing and lending transactions in order to meet customers’ needs and earn residual interest rate spreads, obtain securities for settlement and finance trading inventory positions. Under these transactions, the Company either receives or provides collateral, including U.S. government and agency, asset-backed, corporate debt, equity, and non-U.S. government and agency securities.

The Company obtains short-term borrowings primarily through bank call loans. Bank call loans are generally payable on demand and bear interest at various rates but not exceeding the broker call rate. At June 30, 2011, bank call loans were $159.0 million ($147.0 million at December 31, 2010).

At June 30, 2011, the Company had collateralized loans, collateralized by firm and customer securities with market values of approximately $106.9 million and $268.3 million, respectively, at June 30, 2011, are primarily with two U.S. money center banks. At June 30, 2011, the Company had approximately $1.3 billion of customer securities under customer margin loans that are available to be pledged, of which the Company has repledged approximately $286.0 million under securities loan agreements.

At June 30, 2011, the Company had deposited $220.2 million of customer securities directly with the Options Clearing Corporation to secure obligations and margin requirements under option contracts written by customers.

At June 30, 2011, the Company had no outstanding letters of credit.

The Company finances its government trading operations through the use of repurchase agreements and resale agreements. Except as described below, repurchase and resale agreements, principally involving government and agency securities, are carried at amounts at which securities subsequently will be resold or reacquired as specified in the respective agreements and include accrued interest. Repurchase and resale agreements are presented on a net-by-counterparty basis, when the repurchase and resale agreements are executed with the same counterparty, have the same explicit settlement date, are executed in accordance with a master netting arrangement, the securities underlying the repurchase and resale agreements exist in “book entry” form and certain other requirements are met.

Certain of the Company’s repurchase agreements and resale agreements are carried at fair value as a result of the Company’s fair value option election. The Company elected the fair value option for those repurchase agreements and resale agreements that do not settle overnight or have an open settlement date or that are not accounted for as purchase and sale agreements (such as repo-to-maturity transactions described above). The Company has elected the fair value option for these instruments to more accurately reflect market and economic events in its earnings and to mitigate a potential imbalance in earnings caused by using different measurement attributes (i.e. fair value versus carrying value) for certain assets and liabilities. At June 30, 2011, the fair value of the resale agreement and repurchase agreements were $556.9 million and $nil, respectively. During the three and six months ended June 30, 2011, the amount of losses related to resale agreements was $27,000 and $6,000, respectively. During the three and six months ended June 30, 2011, the amount of gains/losses related to repurchase agreements was $nil and $nil, respectively.

At June 30, 2011, the gross balances of resale agreements and repurchase agreements were $7.7 billion and $8.2 billion, respectively ($4.0 billion and $4.1 billion, respectively at December 31, 2010).

The Company receives collateral in connection with securities borrowed and resale agreement transactions and customer margin loans. Under many agreements, the Company is permitted to sell or repledge the securities received (e.g., use the securities to enter into securities lending transactions, or deliver to counterparties to cover short positions). At June 30, 2011, the fair value of securities received as collateral under securities borrowed transactions and resale agreements was $239.8 million ($192.1 million at December 31, 2010) and $7.7 billion ($3.9 billion at December 31, 2010), respectively, of which the Company has re-pledged approximately $15.7 million ($47.3 million at December 31, 2010) under securities loaned transactions and $7.7 billion under repurchase agreements ($3.9 billion at December 31, 2010).

The Company pledges certain of its securities owned for securities lending and repurchase agreements and to collateralize bank call loan transactions. The carrying value of pledged securities owned that can be sold or re-pledged by the counterparty was $680.2 million, as presented on the face of the condensed consolidated balance sheet at June 30, 2011 ($102.5 million at December 31, 2010). The carrying value of securities owned by the Company that have been loaned or pledged to counterparties where those counterparties do not have the right to sell or re-pledge the collateral was $145.6 million as at June 30, 2011 ($149.9 million at December 31, 2010).

The Company manages credit exposure arising from repurchase and resale agreements by, in appropriate circumstances, entering into master netting agreements and collateral arrangements with counterparties that provide the Company, in the event of a customer default, the right to liquidate and the right to offset a counterparty’s rights and obligations. The Company also monitors the market value of collateral held and the market value of securities receivable from others. It is the Company’s policy to request and obtain additional collateral when exposure to loss exists. In the event the counterparty is unable to meet its contractual obligation to return the securities, the Company may be exposed to off-balance sheet risk of acquiring securities at prevailing market prices.

One of the Company’s funds in which a subsidiary of the Company acts as a general partner and also owns a limited partnership interest utilized Lehman Brothers International (Europe) as a prime broker. As of June 30, 2011, Lehman Brothers International (Europe) held securities with a fair value of $9.1 million that were segregated and not re-hypothecated.

Credit Concentrations

Credit concentrations may arise from trading, investing, underwriting and financing activities and may be impacted by changes in economic, industry or political factors. In the normal course of business, the Company may be exposed to risk in the event customers, counterparties including other brokers and dealers, issuers, banks, depositories or clearing organizations are unable to fulfill their contractual obligations. The Company seeks to mitigate these risks by actively monitoring exposures and obtaining collateral as deemed appropriate. Included in receivable from brokers and clearing organizations as of June 30, 2011 are receivables from three major U.S. broker-dealers totaling approximately $133.0 million.

The Company participates in loan syndications through its Debt Capital Markets business. Through OPY Credit Corp., the Company operates as underwriting agent in leveraged financing transactions where it utilizes a warehouse facility provided by CIBC to extend financing commitments to third-party borrowers identified by the Company. The Company has exposure, up to a maximum of 10%, of the excess underwriting commitment provided by CIBC over CIBC’s targeted loan retention (defined as “Excess Retention”). The Company quantifies its Excess Retention exposure by assigning a fair value to the underlying loan commitment provided by CIBC (in excess of what CIBC has agreed to retain) which is based on the fair value of the loans trading in the secondary market. To the extent that the fair value of the loans has decreased, the Company records an unrealized loss on the Excess Retention. Underwriting of loans pursuant to the warehouse facility is subject to joint credit approval by the Company and CIBC. As of June 30, 2011, the maximum aggregate principal amount of the warehouse facility was $1.5 billion, of which the Company utilized $147.5 million ($78.0 million as of December 31, 2010) and had $nil in Excess Retention ($nil as of December 31, 2010).

The Company is obligated to settle transactions with brokers and other financial institutions even if its clients fail to meet their obligations to the Company. Clients are required to complete their transactions on settlement date, generally one to three business days after trade date. If clients do not fulfill their contractual obligations, the Company may incur losses. The Company has clearing/participating arrangements with the National Securities Clearing Corporation (“NSCC”), the Fixed Income Clearing Corporation (“FICC”), R.J. O’Brien & Associates (commodities transactions) and others. With respect to its business in resale and repurchase agreements, substantially all open contracts at June 30, 2011 are with the FICC. In addition, the Company recently began clearing its non-U.S. international equities buusiness carried on through Oppenheimer Europe through BNP Paribas Securities Services. The clearing corporations have the right to charge the Company for losses that result from a client’s failure to fulfill its contractual obligations. Accordingly, the Company has credit exposures with these clearing brokers. The clearing brokers can re-hypothecate the securities held on behalf of the Company. As the right to charge the Company has no maximum amount and applies to all trades executed through the clearing brokers, the Company believes there is no maximum amount assignable to this right. At June 30, 2011, the Company had recorded no liabilities with regard to this right. The Company’s policy is to monitor the credit standing of the clearing brokers and banks with which it conducts business.

Through its Debt Capital Markets business, the Company also participates, with other members of loan syndications, in providing financing commitments under revolving credit facilities in leveraged financing transactions. As of June 30, 2011, the Company had $6.7 million committed under such financing arrangements.

OMHHF, which is engaged in mortgage brokerage and servicing, has obtained an uncommitted warehouse facility line through PNC Bank (“PNC”) under which OMHHF pledges Federal Housing Administration (“FHA”) guaranteed mortgages for a period of up to 10 business days and PNC table funds the principal payment to the mortgagee. OMHHF repays PNC upon the securitization of the mortgage by the Government National Mortgage Association (“GNMA”) and the delivery of the security to the counter party for payment pursuant to a contemporaneous sale on the date the mortgage is funded. At June 30, 2011, OMHHF had $14.5 million outstanding under the warehouse facility line at a variable interest rate of 1 month LIBOR plus 2.75%. Interest expense for the three and six months ended June 30, 2011 was $835,000 and $1.2 million, respectively.

Variable Interest Entities (VIEs)

VIEs are entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. The primary beneficiary of a VIE is the party that absorbs a majority of the entity’s expected losses, receives a majority of its expected residual returns, or both, as a result of holding variable interests. The enterprise that is considered the primary beneficiary of a VIE consolidates the VIE.

A subsidiary of the Company serves as general partner of hedge funds and private equity funds that were established for the purpose of providing investment alternatives to both its institutional and qualified retail clients. The Company holds variable interests in these funds as a result of its right to receive management and incentive fees. The Company’s investment in and additional capital commitments to these hedge funds and private equity funds are also considered variable interests. The Company’s additional capital commitments are subject to call at a later date and are limited in amount.

The Company assesses whether it is the primary beneficiary of the hedge funds and private equity funds in which it holds a variable interest in the context of the total general and limited partner interests held in these funds by all parties. In each instance, the Company has determined that it is not the primary beneficiary and therefore need not consolidate the hedge funds or private equity funds. The subsidiaries’ general partnership interests, additional capital commitments, and management fees receivable represent its maximum exposure to loss. The subsidiaries’ general partnership interests and management fees receivable are included in other assets on the condensed consolidated balance sheet.

The following tables set forth the total VIE assets, the carrying value of the subsidiaries’ variable interests, and the Company’s maximum exposure to loss in Company-sponsored non-consolidated VIEs in which the Company holds variable interests and other non-consolidated VIEs in which the Company holds variable interests as at June 30, 2011 and December 31, 2010:

As of June 30, 2011

Expressed in thousands of dollars.

			Carrying Value of the						Maximum
	Total		Company’s Variable						Exposure
	VIE Assets		Interest				Capital		to Loss in Non-
	(1)		Assets (2)		Liabilities		Commitments		consolidated VIEs
Hedge Funds	$	1,825,118	$	219	$	—	$	—	$	219
Private Equity Funds		139,775		24		—		—		24
Total	$	1,964,893	$	243	$	—	$	—	$	243

As of December 31, 2010

Expressed in thousands of dollars.

			Carrying Value of the						Maximum
	Total		Company’s Variable						Exposure
	VIE Assets		Interest				Capital		to Loss in Non-
	(1)		Assets (2)		Liabilities		Commitments		consolidated VIEs
Hedge Funds	$	1,769,382	$	775	$	—	$	—	$	775
Private Equity Funds		157,196		22		—		5		27
Total	$	1,926,578	$	797	$	—	$	5	$	802

(1)	Represents the total assets of the VIEs and does not represent the Company’s interests in the VIEs.
(2)	Represents the Company’s interests in the VIEs and is included in other assets on the condensed consolidated balance sheet.