Supplemental Guarantor Consolidated Financial Statements | Condensed consolidating financial information The Company's 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 Company. 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 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. 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 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 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 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 DECEMBER 31, 2016 (Expressed in thousands) Parent Guarantor subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 229 $ 10,284 $ 54,400 $ — $ 64,913 Deposits with clearing organizations — — 38,185 — 38,185 Receivable from brokers, dealers and clearing organizations — — 214,934 — 214,934 Receivable from customers, net of allowance for credit losses of $794 — — 847,386 — 847,386 Income tax receivable 41,996 28,289 — (64,469 ) 5,816 Securities purchased under agreements to resell — — 24,006 — 24,006 Securities owned, including amounts pledged of $438,385, at fair value — 23,227 683,881 — 707,108 Notes receivable, net of accumulated amortization and allowance for uncollectibles of $24,826 and $6,784, respectively — — 30,099 — 30,099 Furniture, equipment and leasehold improvements, net of accumulated depreciation of $84,073 — 21,963 5,270 — 27,233 Assets held for sale — — 5,188 — 5,188 Subordinated loan receivable — 112,558 — (112,558 ) — Intangible assets — — 31,700 — 31,700 Goodwill — — 137,889 — 137,889 Other assets 71 2,598 99,804 — 102,473 Deferred tax assets 394 309 37,961 (38,664 ) — Investment in subsidiaries 584,767 483,623 — (1,068,390 ) — Intercompany receivables 37,906 37,914 — (75,820 ) — Total assets $ 665,363 $ 720,765 $ 2,210,703 $ (1,359,901 ) $ 2,236,930 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Drafts payable $ — $ — $ 39,228 $ — $ 39,228 Bank call loans — — 145,800 — 145,800 Payable to brokers, dealers and clearing organizations — — 221,389 — 221,389 Payable to customers — — 449,946 — 449,946 Securities sold under agreements to repurchase — — 378,084 — 378,084 Securities sold but not yet purchased, at fair value — — 85,050 — 85,050 Liabilities held for sale — — 1,217 — 1,217 Accrued compensation — — 145,053 — 145,053 Accounts payable and other liabilities 2,868 34,920 57,552 — 95,340 Income tax payable 2,440 22,189 39,840 (64,469 ) — Senior secured notes, net of debt issuance cost of $648 149,352 — — — 149,352 Subordinated indebtedness — — 112,558 (112,558 ) — Deferred tax liabilities — 7 51,794 (38,664 ) 13,137 Intercompany payables — 62,205 13,615 (75,820 ) — Total liabilities 154,660 119,321 1,741,126 (291,511 ) 1,723,596 Stockholders' equity Stockholders' equity attributable to Oppenheimer Holdings Inc. 510,703 601,444 466,946 (1,068,390 ) 510,703 Noncontrolling interest — — 2,631 — 2,631 Total stockholders' equity 510,703 601,444 469,577 (1,068,390 ) 513,334 Total liabilities and stockholders' equity $ 665,363 $ 720,765 $ 2,210,703 $ (1,359,901 ) $ 2,236,930 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2015 (Expressed in thousands) Parent Guarantor subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated ASSETS Cash and cash equivalents $ 907 $ 2,586 $ 59,871 $ — $ 63,364 Deposits with clearing organizations — — 49,490 — 49,490 Receivable from brokers, dealers and clearing organizations — — 365,791 — 365,791 Receivable from customers, net of allowance for credit losses of $2,545 — — 840,355 — 840,355 Income tax receivable 33,801 27,536 — (49,106 ) 12,231 Securities purchased under agreements to resell — — 206,499 — 206,499 Securities owned, including amounts pledged of $546,334, at fair value — 1,183 733,648 — 734,831 Notes receivable, net of accumulated amortization and allowance for uncollectibles of $54,919 and $8,444, respectively — — 32,849 — 32,849 Furniture, equipment and leasehold improvements, net of accumulated depreciation of $104,812 — 20,793 7,492 — 28,285 Assets held for sale — — 99,881 — 99,881 Subordinated loan receivable — 112,558 — (112,558 ) — Intangible assets — — 31,700 — 31,700 Goodwill — — 137,889 — 137,889 Other assets 69 3,224 91,546 — 94,839 Deferred tax assets 317 330 40,456 (41,103 ) — Investment in subsidiaries 577,320 532,651 — (1,109,971 ) — Intercompany receivables 60,187 13,185 — (73,372 ) — Total assets $ 672,601 $ 714,046 $ 2,697,467 $ (1,386,110 ) $ 2,698,004 LIABILITIES AND STOCKHOLDERS' EQUITY Liabilities Drafts payable $ — $ — $ 48,011 $ — $ 48,011 Bank call loans — — 100,200 — 100,200 Payable to brokers, dealers and clearing organizations — — 164,546 — 164,546 Payable to customers — — 594,833 — 594,833 Securities sold under agreements to repurchase — — 651,445 — 651,445 Securities sold but not yet purchased, at fair value — — 126,493 — 126,493 Liabilities held for sale — — 74,680 — 74,680 Accrued compensation — — 149,092 — 149,092 Accounts payable and other liabilities 3,235 35,812 69,590 — 108,637 Income tax payable 2,440 22,189 24,477 (49,106 ) — Senior secured notes, net of debt issuance costs of $1,132 148,868 — — — 148,868 Subordinated indebtedness — — 112,558 (112,558 ) — Deferred tax liabilities — — 47,220 (41,103 ) 6,117 Intercompany payables — 62,204 11,168 (73,372 ) — Total liabilities 154,543 120,205 2,174,313 (276,139 ) 2,172,922 Stockholders' equity Stockholders' equity attributable to Oppenheimer Holdings Inc. 518,058 593,841 516,130 (1,109,971 ) 518,058 Noncontrolling interest — — 7,024 — 7,024 Total stockholders' equity 518,058 593,841 523,154 (1,109,971 ) 525,082 Total liabilities and stockholders' equity $ 672,601 $ 714,046 $ 2,697,467 $ (1,386,110 ) $ 2,698,004 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2016 (Expressed in thousands) Parent Guarantor subsidiaries Non-guarantor Subsidiaries Eliminations Consolidated REVENUES Commissions $ — $ — $ 377,317 $ — $ 377,317 Advisory fees — 1,571 271,763 (4,215 ) 269,119 Investment banking — — 81,011 — 81,011 Interest — 10,242 47,804 (10,397 ) 47,649 Principal transactions, net — 16 20,465 — 20,481 Other — 326 62,201 (325 ) 62,202 Total revenue — 12,155 860,561 (14,937 ) 857,779 EXPENSES Compensation and related expenses 1,241 — 583,469 — 584,710 Communications and technology 124 — 70,266 — 70,390 Occupancy and equipment costs — — 61,116 (325 ) 60,791 Clearing and exchange fees — — 25,126 — 25,126 Interest 13,125 — 16,709 (10,397 ) 19,437 Other 1,887 1,284 120,261 (4,215 ) 119,217 Total expenses 16,377 1,284 876,947 (14,937 ) 879,671 Income (loss) before income taxes (16,377 ) 10,871 (16,386 ) — (21,892 ) Income taxes (8,296 ) 3,325 (7,291 ) — (12,262 ) Net income (loss) from continuing operations (8,081 ) 7,546 (9,095 ) — (9,630 ) Discontinued operations Income from discontinued operations — — 17,339 — 17,339 Income taxes — — 7,218 — 7,218 Net income from discontinued operations — — 10,121 — 10,121 Equity in earnings of subsidiaries 6,920 (626 ) — (6,294 ) — Net income (loss) (1,161 ) 6,920 1,026 (6,294 ) 491 Less net income attributable to noncontrolling interest, net of tax — — 1,652 — 1,652 Net income (loss) attributable to Oppenheimer Holdings Inc. (1,161 ) 6,920 (626 ) (6,294 ) (1,161 ) Other comprehensive income — — 220 — 220 Total comprehensive income (loss) $ (1,161 ) $ 6,920 $ (406 ) $ (6,294 ) $ (941 ) OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2015 (Expressed in thousands) Parent Guarantor Non-guarantor Eliminations Consolidated REVENUES Commissions $ — $ — $ 417,559 $ — $ 417,559 Advisory fees — 1,296 282,633 (3,682 ) 280,247 Investment banking — — 102,540 — 102,540 Interest — 10,237 49,056 (10,261 ) 49,032 Principal transactions, net — — 15,244 (64 ) 15,180 Other — 370 33,173 (300 ) 33,243 Total revenue — 11,903 900,205 (14,307 ) 897,801 EXPENSES Compensation and related expenses 1,185 — 609,635 — 610,820 Communications and technology 142 — 66,407 — 66,549 Occupancy and equipment costs — — 63,142 (300 ) 62,842 Clearing and exchange fees — — 26,022 — 26,022 Interest 13,125 — 13,465 (10,261 ) 16,329 Other 1,663 892 118,858 (3,746 ) 117,667 Total expenses 16,115 892 897,529 (14,307 ) 900,229 Income (loss) before income taxes (16,115 ) 11,011 2,676 — (2,428 ) Income taxes (6,030 ) 5,553 883 — 406 Net income (loss) from continuing operations (10,085 ) 5,458 1,793 — (2,834 ) Discontinued operations Income from discontinued operations — — 9,139 — 9,139 Income taxes — — 3,407 — 3,407 Net income from discontinued operations — — 5,732 — 5,732 Equity in earnings of subsidiaries 12,047 6,589 — (18,636 ) — Net income 1,962 12,047 7,525 (18,636 ) 2,898 Less net income attributable to noncontrolling interest, net of tax — — 936 — 936 Net income attributable to Oppenheimer Holdings Inc. 1,962 12,047 6,589 (18,636 ) 1,962 Other comprehensive income — — 17 — 17 Total comprehensive income $ 1,962 $ 12,047 $ 6,606 $ (18,636 ) $ 1,979 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2014 (Expressed in thousands) Parent Guarantor Non-guarantor Eliminations Consolidated REVENUES Commissions $ — $ — $ 469,829 $ — $ 469,829 Advisory fees — 1,139 283,785 (3,244 ) 281,680 Investment banking — — 125,598 — 125,598 Interest — 10,482 47,454 (10,431 ) 47,505 Principal transactions, net — 164 27,351 — 27,515 Other — 477 28,956 (425 ) 29,008 Total revenue — 12,262 982,973 (14,100 ) 981,135 EXPENSES Compensation and related expenses 1,047 — 653,349 — 654,396 Communications and technology 145 — 66,605 — 66,750 Occupancy and equipment costs — — 63,096 (425 ) 62,671 Clearing and exchange fees — — 24,709 — 24,709 Interest 14,401 — 12,986 (10,431 ) 16,956 Other 4,626 733 136,348 (3,244 ) 138,463 Total expenses 20,219 733 957,093 (14,100 ) 963,945 Income (loss) before income taxes (20,219 ) 11,529 25,880 — 17,190 Income taxes (7,917 ) 3,971 16,080 — 12,134 Net income (loss) from continuing operations (12,302 ) 7,558 9,800 — 5,056 Discontinued operations Income from discontinued operations — — 8,546 — 8,546 Income taxes — — 4,041 — 4,041 Net income from discontinued operations — — 4,505 — 4,505 Equity in earnings of subsidiaries 21,128 13,570 — (34,698 ) — Net income 8,826 21,128 14,305 (34,698 ) 9,561 Less net income attributable to noncontrolling interest, net of tax — — 735 — 735 Net income attributable to Oppenheimer Holdings Inc. 8,826 21,128 13,570 (34,698 ) 8,826 Other comprehensive loss — — (2,627 ) — (2,627 ) Total comprehensive income $ 8,826 $ 21,128 $ 10,943 $ (34,698 ) $ 6,199 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2016 (Expressed in thousands) Parent Guarantor subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Cash provided by (used in) operating activities $ 9,884 $ 7,698 $ (85,048 ) $ — $ (67,466 ) Cash flows from investing activities: Purchase of furniture, equipment and leasehold improvements — — (5,731 ) — (5,731 ) Proceeds from sale of assets — — 45,448 — 45,448 Cash provided by investing activities — — 39,717 — 39,717 Cash flows from financing activities: Cash dividends paid on Class A non-voting and Class B voting common stock (5,887 ) — — — (5,887 ) Cash dividends paid to noncontrolling interest — — (5,740 ) — (5,740 ) Repurchase of Class A non-voting common stock for cancellation (3,935 ) — — — (3,935 ) Tax deficiency from share-based awards (740 ) — — — (740 ) Increase in bank call loans, net — — 45,600 — 45,600 Cash provided by (used in) in financing activities (10,562 ) — 39,860 — 29,298 Net increase (decrease) in cash and cash equivalents (678 ) 7,698 (5,471 ) — 1,549 Cash and cash equivalents, beginning of the year 907 2,586 59,871 — 63,364 Cash and cash equivalents, end of the year $ 229 $ 10,284 $ 54,400 $ — $ 64,913 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2015 (Expressed in thousands) Parent Guarantor subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Cash provided by (used in) operating activities $ 15,003 $ 1,029 $ (36,851 ) $ — $ (20,819 ) Cash flows from investing activities: Purchase of furniture, equipment and leasehold improvements — — (5,889 ) — (5,889 ) Cash used in investing activities — — (5,889 ) — (5,889 ) Cash flows from financing activities: Cash dividends paid on Class A non-voting and Class B voting common stock (6,008 ) — — — (6,008 ) Repurchase of Class A non-voting common stock for cancellation (8,250 ) — — — (8,250 ) Tax deficiency from share-based awards (277 ) — — — (277 ) Increase in bank call loans, net — — 40,800 — 40,800 Cash provided by (used in) financing activities (14,535 ) — 40,800 — 26,265 Net increase (decrease) in cash and cash equivalents 468 1,029 (1,940 ) — (443 ) Cash and cash equivalents, beginning of the year 439 1,557 61,811 — 63,807 Cash and cash equivalents, end of the year $ 907 $ 2,586 $ 59,871 $ — $ 63,364 OPPENHEIMER HOLDINGS INC. CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2014 (Expressed in thousands) Parent Guarantor subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Cash flows from operating activities: Cash provided by (used in) operating activities $ 49,595 $ (29,344 ) $ 58,064 $ — $ 78,315 Cash flows from investing activities: Purchase of furniture, equipment and leasehold improvements — — (4,398 ) — (4,398 ) Cash used in investing activities — — (4,398 ) — (4,398 ) Cash flows from financing activities: Cash dividends paid on Class A non-voting and Class B voting common stock (5,983 ) — — — (5,983 ) Issuance of Class A non-voting common stock 185 — — — 185 Tax benefit from share-based awards 1,194 — — — 1,194 Redemption of senior secured notes (45,000 ) — — — (45,000 ) Decrease in bank call loans, net — — (58,800 ) — (58,800 ) Cash used in financing activities (49,604 ) — (58,800 ) — (108,404 ) Net decrease in cash and cash equivalents (9 ) (29,344 ) (5,134 ) — (34,487 ) Cash and cash equivalents, beginning of the year 448 30,901 66,945 — 98,294 Cash and cash equivalents, end of the year $ 439 $ 1,557 $ 61,811 $ — $ 63,807 |