14. Supplemental guarantor condensed consolidated financial statements

The Company’s Notes (see note 7 above) 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 Company. The following consolidating financial statements present the financial position, results of operations and cash flows of the Company (referred to as “Parent” for purposes of this note only), the Guarantor subsidiaries, the Non-Guarantor subsidiaries and elimination entries necessary to consolidate the Company. Investments in subsidiaries are accounted for using the equity method for purposes of the consolidated presentation.

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 ceases to be a direct or indirect subsidiary of the Company 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 debenture 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 Company of its legal defeasance option or covenant defeasance option or the discharge of the Company’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 JUNE 30, 2013


(Expressed in thousands)	Parent		Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	153	$	36,184		$	69,761		$	—		$	106,098
Cash and securities segregated for regulatory and other purposes		—		—			40,055			—			40,055
Deposits with clearing organizations		—		—			26,371			—			26,371
Receivable from brokers and clearing organizations		—		—			285,833			—			285,833
Receivable from customers, net of allowance for credit losses of $2,109		—		—			964,597			—			964,597
Income tax receivable		16,100		30,984			(658	)		(34,810	)		11,616
Securities owned, including amounts pledged of $550,045, at fair value		—		2,075			866,815			—			868,890
Subordinated loan receivable		—		112,558			—			(112,558	)		—
Notes receivable, net		—		—			42,491			—			42,491
Office facilities, net		—		21,217			13,757			—			34,974
Deferred tax assets, net		893		310			38,438			(37,700	)		1,941
Intangible assets, net		—		—			31,700			—			31,700
Goodwill		—		—			137,889			—			137,889
Other		3,146		25,749			172,522			—			201,417
Investment in subsidiaries		520,594		876,386			(181,053	)		(1,215,927	)		—
Intercompany receivables		167,346		(71,768	)		(29,703	)		(65,875	)		—

	$	708,232	$	1,033,695		$	2,478,815		$	(1,466,870	)	$	2,753,872

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Drafts payable	$	—	$	—		$	47,678		$	—		$	47,678
Bank call loans		—		—			219,800			—			219,800
Payable to brokers and clearing organizations		—		—			254,719			—			254,719
Payable to customers		—		—			632,653			—			632,653
Securities sold under agreements to repurchase		—		—			496,022			—			496,022
Securities sold, but not yet purchased, at fair value		—		—			111,076			—			111,076
Accrued compensation		—		—			116,296			—			116,296
Accounts payable and other liabilities		3,735		64,373			101,244			(490	)		168,862
Income tax payable		2,440		22,189			10,181			(34,810	)		—
Senior secured notes		195,000		—			—			—			195,000
Subordinated indebtedness		—		—			112,558			(112,558	)		—
Deferred tax liabilities, net		—		—			37,700			(37,700	)		—
Intercompany payables		—		65,875			—			(65,875	)		—

		201,175		152,437			2,139,927			(251,433	)		2,242,106
Stockholders’ equity
Stockholders’ equity attributable to Oppenheimer Holdings Inc.		507,057		881,258			334,179			(1,215,437	)		507,057
Noncontrolling interest		—		—			4,709			—			4,709

		507,057		881,258			338,888			(1,215,437	)		511,766

	$	708,232	$	1,033,695		$	2,478,815		$	(1,466,870	)	$	2,753,872

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2012


(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
ASSETS
Cash and cash equivalents	$	35		$	40,658		$	94,673		$	—		$	135,366
Cash and securities segregated for regulatory and other purposes		—			—			33,000			—			33,000
Deposits with clearing organizations		—			—			25,954			—			25,954
Receivable from brokers and clearing organizations		—			—			479,699			—			479,699
Receivable from customers, net of allowance for credit losses of $2,256		—			—			817,941			—			817,941
Income tax receivable		13,207			30,568			(450	)		(42,874	)		451
Securities owned, including amounts pledged of $569,995, at fair value		—			2,459			757,283			—			759,742
Subordinated loan receivable		—			112,558			—			(112,558	)		—
Notes receivable, net		—			—			47,324			—			47,324
Office facilities, net		—			15,547			12,785			—			28,332
Deferred tax assets, net		(143	)		309			52,350			(36,176	)		16,340
Intangible assets, net		—			—			31,700			—			31,700
Goodwill		—			—			137,889			—			137,889
Other		3,418			1,437			159,427			—			164,282
Investment in subsidiaries		506,679			880,609			(195,045	)		(1,192,243	)		—
Intercompany receivables		178,743			(114,449	)		(27,686	)		(36,608	)		—

	$	701,939		$	969,696		$	2,426,844		$	(1,420,459	)	$	2,678,020

LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Drafts payable	$	—		$	—		$	56,586		$	—		$	56,586
Bank call loans		—			—			128,300			—			128,300
Payable to brokers and clearing organizations		—			—			204,218			—			204,218
Payable to customers		—			—			692,378			—			692,378
Securities sold under agreements to repurchase		—			—			392,391			—			392,391
Securities sold, but not yet purchased, at fair value		—			—			173,450			—			173,450
Accrued compensation		—			—			150,434			—			150,434
Accounts payable and other liabilities		3,759			43,350			133,646			(493	)		180,262
Income tax payable		2,440			22,189			18,687			(43,316	)		—
Senior secured notes		195,000			—			—			—			195,000
Subordinated indebtedness		—			—			112,558			(112,558	)		—
Deferred tax liabilities, net		—			(943	)		36,677			(35,734	)		—
Intercompany payables		—			36,605			—			(36,605	)		—

		201,199			101,201			2,099,325			(228,706	)		2,173,019
Stockholders’ equity
Stockholders’ equity attributable to Oppenheimer Holdings Inc.		500,740			868,495			323,258			(1,191,753	)		500,740
Noncontrolling interest		—			—			4,261			—			4,261

		500,740			868,495			327,519			(1,191,753	)		505,001

	$	701,939		$	969,696		$	2,426,844		$	(1,420,459	)	$	2,678,020

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2013


(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—		$	124,440	$	—		$	124,440
Principal transactions, net		—			(61	)		7,593		—			7,532
Interest		—			2,805			13,018		(2,717	)		13,106
Investment banking		—			—			22,567		—			22,567
Advisory fees		—			—			61,127		(547	)		60,580
Other		—			42			15,605		(42	)		15,605

		—			2,786			244,350		(3,306	)		243,830

EXPENSES
Compensation and related expenses		254			—			159,752		—			160,006
Clearing and exchange fees		—			—			6,293		—			6,293
Communications and technology		35			—			15,983		—			16,018
Occupancy and equipment costs		—			—			17,183		(42	)		17,141
Interest		4,375			—			5,485		(2,717	)		7,143
Other		323			16			31,763		(547	)		31,555

		4,987			16			236,459		(3,306	)		238,156

Income (loss) before income taxes		(4,987	)		2,770			7,891		—			5,674
Income tax provision (benefit)		(1,899	)		1,215			3,292		—			2,608

Net income (loss) for the period		(3,088	)		1,555			4,599		—			3,066
Less net income attributable to non-controlling interest, net of tax		—			—			218		—			218
Equity in subsidiaries		5,936			—			—		(5,936	)		—

Net income (loss) attributable to Oppenheimer Holdings Inc.	$	2,848		$	1,555		$	4,381	$	(5,936	)	$	2,848

Comprehensive income (loss)	$	(3	)	$	—		$	52	$	—		$	49

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2013


(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-guarantor Subsidiaries		Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—	$	244,020	$	—		$	244,020
Principal transactions, net		—			12		23,237		—			23,249
Interest		5			5,593		25,314		(5,435	)		25,477
Investment banking		—			—		41,015		—			41,015
Advisory fees		—			—		118,487		(1,187	)		117,300
Other		—			84		31,915		(84	)		31,915

		5			5,689		483,988		(6,706	)		482,976

EXPENSES
Compensation and related expenses		695			—		318,520		—			319,215
Clearing and exchange fees		—			—		12,335		—			12,335
Communications and technology		58			—		31,824		—			31,882
Occupancy and equipment costs		—			—		34,790		(84	)		34,706
Interest		8,750			—		10,690		(5,435	)		14,005
Other		760			19		58,854		(1,187	)		58,446

		10,263			19		467,013		(6,706	)		470,589

Income (loss) before income taxes		(10,258	)		5,670		16,975		—			12,387
Income tax provision (benefit)		(3,931	)		1,894		7,465		—			5,428

Net income (loss) for the period		(6,327	)		3,776		9,510		—			6,959
Less net income attributable to non-controlling interest, net of tax		—			—		448		—			448
Equity in subsidiaries		12,838			—		—		(12,838	)		—

Net income (loss) attributable to Oppenheimer Holdings Inc.	$	6,511		$	3,776	$	9,062	$	(12,838	)	$	6,511

Comprehensive income (loss)	$	(3	)	$	—	$	503	$	—		$	500

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2012


(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-guarantor Subsidiaries			Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—		$	112,429		$	—		$	112,429
Principal transactions, net		—			(198	)		13,658			—			13,460
Interest		—			3,057			14,820			(3,631	)		14,246
Investment banking		—			—			24,971			—			24,971
Advisory fees		—			—			54,324			(620	)		53,704
Other		—			42			14,335			(42	)		14,335

		—			2,901			234,537			(4,293	)		233,145

EXPENSES
Compensation and related expenses		84			—			150,812			—			150,896
Clearing and exchange fees		—			—			5,989			—			5,989
Communications and technology		44			—			15,284			—			15,328
Occupancy and equipment costs		—			—			17,451			(42	)		17,409
Interest		4,376			1			7,484			(3,631	)		8,230
Other		429			19			27,626			(620	)		27,454

		4,933			20			224,646			(4,293	)		225,306

Income (loss) before income taxes		(4,933	)		2,881			9,891			—			7,839
Income tax provision (benefit)		(2,078	)		3,034			3,508			—			4,464

Net income (loss) for the period		(2,855	)		(153	)		6,383			—			3,375
Less net income attributable to non-controlling interest, net of tax		—			—			953			—			953
Equity in subsidiaries		5,277			—			—			(5,277	)		—

Net income (loss) attributable to Oppenheimer Holdings Inc.	$	2,422		$	(153	)	$	5,430		$	(5,277	)	$	2,422

Comprehensive income (loss)	$	(3	)	$	—		$	(285	)	$	—		$	(288	)

OPPENHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS

FOR THE SIX MONTHS ENDED JUNE 30, 2012


(Expressed in thousands)	Parent			Guarantor subsidiaries		Non-guarantor Subsidiaries			Eliminations			Consolidated
REVENUES
Commissions	$	—		$	—	$	238,063		$	—		$	238,063
Principal transactions, net		—			290		25,725			—			26,015
Interest		—			6,154		27,816			(6,331	)		27,639
Investment banking		—			—		45,058			—			45,058
Advisory fees		—			—		105,038			(1,257	)		103,781
Other		—			84		30,803			(84	)		30,803

		—			6,528		472,503			(7,672	)		471,359

EXPENSES
Compensation and related expenses		212			—		309,335			—			309,547
Clearing and exchange fees		—			—		12,020			—			12,020
Communications and technology		44			—		31,422			—			31,466
Occupancy and equipment costs		—			—		41,837			(84	)		41,753
Interest		8,750			20		14,583			(6,331	)		17,022
Other		772			37		58,649			(1,257	)		58,201

		9,778			57		467,846			(7,672	)		470,009

Income (loss) before income taxes		(9,778	)		6,471		4,657			—			1,350
Income tax provision (benefit)		(3,910	)		4,286		1,482			—			1,858

Net income (loss) for the period		(5,868	)		2,185		3,175			—			(508	)
Less net income attributable to non-controlling interest, net of tax		—			—		1,727			—			1,727
Equity in subsidiaries		3,633			—		—			(3,633	)		—

Net income (loss) attributable to Oppenheimer Holdings Inc.	$	(2,235	)	$	2,185	$	1,448		$	(3,633	)	$	(2,235	)

Comprehensive income (loss)	$	(1	)	$	—	$	(653	)	$	—		$	(654	)

OPPNEHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2013


(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operations:
Net income (loss) for the period	$	(6,327	)	$	3,776		$	9,510		$	—	$	6,959
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		—			—			5,045			—		5,045
Deferred income tax		—			—			14,399			—		14,399
Amortization of notes receivable		—			—			9,388			—		9,388
Amortization of debt issuance costs		319			—			—			—		319
Provision for credit losses		—			—			(147	)		—		(147	)
Share-based compensation expense		—			—			3,280			—		3,280
Changes in operating assets and liabilities		9,328			(8,250	)		(146,200	)		—		(145,122	)

Cash provided by (used in) continuing operations		3,320			(4,474	)		(104,725	)		—		(105,879	)

Cash flows from Investment activities
Purchase of office facilities		—			—			(11,687	)		—		(11,687	)

Cash used in investing activities		—			—			(11,687	)		—		(11,687	)

Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock		(2,994	)		—			—			—		(2,994	)
Repurchase of Class A non-voting common stock		(208	)		—			—			—		(208	)
Other financing activities		—			—			91,500			—		91,500

Cash flow provided by (used in) financing activities		(3,202	)		—			91,500			—		88,298

Net increase (decrease) in cash and cash equivalents		118			(4,474	)		(24,912	)		—		(29,268	)
Cash and cash equivalents, beginning of the period		35			40,658			94,673			—		135,366

Cash and cash equivalents, end of the period	$	153		$	36,184		$	69,761		$	—	$	106,098

OPPNEHEIMER HOLDINGS INC.

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDED JUNE 30, 2012


(Expressed in thousands)	Parent			Guarantor subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
Cash flows from operations:
Net income (loss) for the period	$	(5,868	)	$	2,185		$	3,175		$	—	$	(508	)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization		—			—			5,553			—		5,553
Deferred income tax		90			(2	)		(6,857	)		—		(6,769	)
Amortization of notes receivable		—			—			9,760			—		9,760
Amortization of debt issuance costs		319			—			—			—		319
Amortization of intangible assets		—			—			3,233			—		3,233
Provision for credit losses		—			—			111			—		111
Share-based compensation expense		—			—			2,224			—		2,224
Changes in operating assets and liabilities		8,517			11,799			(58,106	)		—		(37,790	)

Cash provided by (used in) continuing operations		3,058			13,982			(40,907	)		—		(23,867	)

Cash flows from Investment activities
Purchase of office facilities		—			—			(7,821	)		—		(7,821	)

Cash used in investing activities		—			—			(7,821	)		—		(7,821	)

Cash flows from financing activities
Cash dividends paid on Class A non-voting and Class B voting common stock		(2,990	)		—			—			—		(2,990	)
Repurchase of Class A non-voting common stock		(1,551	)		—			—			—		(1,551	)
Tax benefit from share-based compensation		41			—			—			—		41
Other financing activities		—			—			59,400			—		59,400

Cash flow provided by (used in) financing activities		(4,500	)		—			59,400			—		54,900

Net increase (decrease) in cash and cash equivalents		(1,442	)		13,982			10,672			—		23,212
Cash and cash equivalents, beginning of the period		2,555			11,882			55,892			—		70,329

Cash and cash equivalents, end of the period	$	1,113		$	25,864		$	66,564		$	—	$	93,541