UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~September~~June 30, ~~2006~~2007


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File No. 001-31720

PIPER JAFFRAY COMPANIES

(Exact name of registrant as specified in its charter)


DELAWARE
(State or other jurisdiction of		30-0168701
incorporation or organization)		~~30-0168701~~ (IRS Employer Identification No.)

800 Nicollet Mall, Suite 800
Minneapolis, Minnesota		55402
(Address of principal executive offices)		~~55402~~ (Zip Code)

(612) 303-6000
(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yesþ Noo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filerþ Accelerated Filero Non-Accelerated Filero

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2). Yeso Noþ

As of ~~October~~July 27, ~~2006,~~2007, the registrant had ~~18,583,156~~18,483,270 shares of Common Stock outstanding.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Piper Jaffray Companies

Consolidated Statements of Financial Condition

September 30, December 31,
2006 2005
(Amounts in thousands, except share data) (Unaudited)
Assets

Cash and cash equivalents $ 97,756 $ 60,869
Cash and cash equivalents segregated for regulatory purposes 35,000 —
Receivables:
Customers (net of allowance of $0 at September 30, 2006 and $1,793 at December 31, 2005) 93,559 54,421
Brokers, dealers and clearing organizations 441,731 299,056
Deposits with clearing organizations 39,678 64,379
Securities purchased under agreements to resell 177,892 222,844

Trading securities owned 803,418 517,310
Trading securities owned and pledged as collateral 4,848 236,588

Total trading securities owned 808,266 753,898

Fixed assets (net of accumulated depreciation and amortization of $51,726 and $76,581 respectively) 24,957 41,752
Goodwill (net of accumulated amortization of $38,364 and $52,531, respectively) 231,567 317,167
Intangible assets (net of accumulated amortization of $2,933 and $1,733, respectively) 1,867 3,067
Other receivables 31,845 24,626
Other assets 91,441 69,200
Assets held for sale — 442,912

Total assets $ 2,075,559 $ 2,354,191

Liabilities and Shareholders’ Equity

Short-term bank financing $ 50,000 $ —
Payables:
Customers 80,789 73,781
Checks and drafts 14,780 53,304
Brokers, dealers and clearing organizations 296,881 259,597
Securities sold under agreements to repurchase 3,560 245,786
Trading securities sold, but not yet purchased 273,547 332,204
Accrued compensation 121,664 171,551
Other liabilities and accrued expenses 341,151 138,122
Liabilities held for sale — 145,019

Total liabilities 1,182,372 1,419,364

Subordinated debt — 180,000

Shareholders’ equity:
Common stock, $0.01 par value;
Shares authorized: 100,000,000 at September 30, 2006 and December 31, 2005;
Shares issued: 19,487,319 at September 30, 2006 and at December 31, 2005;
Shares outstanding: 16,959,795 at September 30, 2006 and 18,365,177 at December 31, 2005 195 195
Additional paid-in capital 718,776 704,005
Retained earnings 305,038 90,431
Less common stock held in treasury, at cost: 2,527,524 shares at September 30, 2006 and 1,122,142 at December 31, 2005 (127,630 ) (35,422 )
Other comprehensive loss (3,192 ) (4,382 )

Total shareholders’ equity 893,187 754,827

Total liabilities and shareholders’ equity $ 2,075,559 $ 2,354,191

~~See Notes to Consolidated Financial Statements~~

~~Piper Jaffray Companies~~

~~Consolidated Statements of Operations~~
~~(Unaudited)~~

Three Months Ended Nine Months Ended
September 30, September 30,
(Amounts in thousands, except per share data) 2006 2005 2006 2005
Revenues:

Investment banking $ 72,107 $ 73,407 $ 203,107 $ 169,909
Institutional brokerage 34,964 42,476 122,136 121,699
Interest 16,663 11,357 44,728 32,015
Other income 863 949 12,131 2,403

Total revenues 124,597 128,189 382,102 326,026

Interest expense 8,490 8,064 25,786 23,332

Net revenues 116,107 120,125 356,316 302,694

Non-interest expenses:

Compensation and benefits 69,079 72,649 202,656 177,262
Occupancy and equipment 6,878 7,710 21,705 22,912
Communications 5,761 5,683 16,737 18,081
Floor brokerage and clearance 3,759 3,887 9,807 11,336
Marketing and business development 5,887 4,827 17,188 15,793
Outside services 6,344 5,237 19,472 16,911
Cash award program 512 1,004 2,673 3,201
Restructuring-related expense — — — 8,595
Other operating expenses 2,838 3,319 10,185 9,516

Total non-interest expenses 101,058 104,316 300,423 283,607

Income from continuing operations before income tax expense
15,049 15,809 55,893 19,087

Income tax expense 5,521 4,871 19,730 5,854

Net income from continuing operations
9,528 10,938 36,163 13,233

Discontinued operations:

Income from discontinued operations, net of tax 177,085 4,210 178,444 10,487

Net income
$ 186,613 $ 15,148 $ 214,607 $ 23,720

Earnings per basic common share

Income from continuing operations $ 0.53 $ 0.58 $ 1.97 $ 0.70
Income from discontinued operations 9.82 0.22 9.73 0.56

Earnings per basic common share $ 10.35 $ 0.80 $ 11.70 $ 1.26

Earnings per diluted common share

Income from continuing operations $ 0.50 $ 0.57 $ 1.87 $ 0.70
Income from discontinued operations 9.29 0.22 9.25 0.55

Earnings per diluted common share $ 9.79 $ 0.79 $ 11.12 $ 1.25

Weighted average number of common shares outstanding

Basic 18,031 18,841 18,348 18,814
Diluted 19,071 19,107 19,294 19,007


	June 30,			December 31,
	2007			2006
(Amounts in thousands, except share data)	(Unaudited)
Assets

Cash and cash equivalents	$	22,624		$	39,903
Cash and cash equivalents segregated for regulatory purposes		25,000			25,000
Receivables:
Customers		58,610			51,441
Brokers, dealers and clearing organizations		134,337			312,874
Deposits with clearing organizations		26,421			30,223
Securities purchased under agreements to resell		128,149			139,927

Trading securities owned		711,279			776,684
Trading securities owned and pledged as collateral		87,278			89,842

Total trading securities owned		798,557			866,526

Fixed assets (net of accumulated depreciation and amortization of $52,008 and $48,603, respectively)		25,958			25,289
Goodwill		231,567			231,567
Intangible assets (net of accumulated amortization of $4,133 and $3,333, respectively)		667			1,467
Other receivables		41,040			39,347
Other assets		84,628			88,283


Total assets	$	1,577,558		$	1,851,847


Liabilities and Shareholders’ Equity

Short-term bank financing	$	33,000		$	—
Payables:
Customers		72,537			83,899
Checks and drafts		9,522			13,828
Brokers, dealers and clearing organizations		42,187			210,955
Securities sold under agreements to repurchase		54,599			91,293
Trading securities sold, but not yet purchased		218,533			217,584
Accrued compensation		85,990			164,346
Other liabilities and accrued expenses		113,871			145,503

Total liabilities		630,239			927,408

Shareholders’ equity:
Common stock, $0.01 par value:
Shares authorized: 100,000,000 at June 30, 2007 and December 31, 2006;
Shares issued: 19,487,319 at June 30, 2007 and December 31, 2006;
Shares outstanding: 17,081,693 at June 30, 2007 and 16,984,474 at December 31, 2006		195			195
Additional paid-in capital		722,674			723,928
Retained earnings		348,428			325,684
Less common stock held in treasury at cost: 2,406,492 shares at June 30, 2007 and 2,502,845 shares at December 31, 2006		(124,779	)		(126,026	)
Other comprehensive income		801			658


Total shareholders’ equity		947,319			924,439


Total liabilities and shareholders’ equity	$	1,577,558		$	1,851,847

See Notes to Consolidated Financial Statements

Piper Jaffray Companies

Consolidated Statements of ~~Cash Flows~~
Operations

(Unaudited)

Nine Months Ended
September 30,
(Dollars in thousands) 2006 2005
Operating Activities:

Net income $ 214,607 $ 23,720
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization 10,512 13,458
Gain on sale of PCS branch network (327,749 ) —
Deferred income taxes (11,598 ) (1,105 )
Stock-based compensation 21,433 14,231
Amortization of intangible assets 1,200 1,200
Decrease (increase) in operating assets:
Cash and cash equivalents segregated for regulatory purposes (35,000 ) —
Receivables:
Customers 33,058 (56,415 )
Brokers, dealers and clearing organizations (141,257 ) 194,319
Deposits with clearing organizations 24,701 1,182
Securities purchased under agreements to resell 44,952 (24,677 )
Net trading securities owned (113,311 ) (146,195 )
Other receivables (5,099 ) (4,543 )
Other assets (11,859 ) 4,016
Increase (decrease) in operating liabilities:
Payables:
Customers (18,900 ) 20,518
Checks and drafts (38,524 ) (21,504 )
Brokers, dealers and clearing organizations 275,066 (5,498 )
Securities sold under agreements to repurchase (13,527 ) (10,517 )
Accrued compensation (41,662 ) (38,876 )
Other liabilities and accrued expenses 166,832 7,954

Net cash provided by (used in) operating activities 33,875 (28,732 )

Investing Activities:

Sale of PCS branch network 701,861 —
Purchases of fixed assets, net (6,456 ) (14,345 )

Net cash provided by (used in) investing activities 695,405 (14,345 )

Financing Activities:

Increase (decrease) in securities loaned (234,676 ) 23,868
Decrease in securities sold under agreements to repurchase (228,699 ) (138,745 )
Increase in short-term bank financing 50,000 170,000
Repayment of subordianted debt (180,000 ) —
Repurchase of common stock (100,000 ) (42,381 )

Net cash provided by (used in) financing activities (693,375 ) 12,742

Currency adjustment:
Effect of exchange rate changes on cash 982 —

Net increase (decrease) in cash and cash equivalents 36,887 (30,335 )

Cash and cash equivalents at beginning of period 60,869 67,387

Cash and cash equivalents at end of period $ 97,756 $ 37,052

Supplemental disclosure of cash flow information —
Cash paid during the period for:
Interest $ 35,137 $ 28,483
Income taxes $ 36,981 $ 10,394

Noncash financing activities —
Issuance of common stock for retirement plan obligations:
190,966 shares and 331,434 shares for the nine months ended September 30, 2006 and 2005, respectively $ 9,013 $ 13,187


	Three Months Ended						Six Months Ended
	June 30,						June 30,
(Amounts in thousands, except per share data)	2007			2006			2007			2006

Revenues:

Investment banking	$	75,597		$	63,604		$	159,330		$	134,085
Institutional brokerage		37,174			38,157			79,102			82,818
Interest		13,816			13,521			31,226			28,206
Other income		406			(889	)		987			12,396

Total revenues		126,993			114,393			270,645			257,505

Interest expense		4,417			9,143			11,119			17,296


Net revenues		122,576			105,250			259,526			240,209


Non-interest expenses:

Compensation and benefits		71,707			60,653			151,823			133,577
Occupancy and equipment		8,849			6,718			16,571			14,827
Communications		5,997			5,593			12,256			10,976
Floor brokerage and clearance		4,176			3,373			7,691			6,048
Marketing and business development		6,380			6,122			12,061			11,301
Outside services		9,122			6,836			16,439			13,128
Cash award program		390			886			746			2,161
Other operating expenses		804			2,910			4,204			7,347


Total non-interest expenses		107,425			93,091			221,791			199,365


Income from continuing operations before income tax expense		15,151			12,159			37,735			40,844

Income tax expense		4,774			4,230			12,636			14,209


Net income from continuing operations		10,377			7,929			25,099			26,635


Discontinued operations:
Income/(loss) from discontinued operations, net of tax		(1,051	)		(3,792	)		(2,355	)		1,359


Net income	$	9,326		$	4,137		$	22,744		$	27,994


Earnings per basic common share
Income from continuing operations	$	0.61		$	0.43		$	1.47		$	1.44
Income/(loss) from discontinued operations		(0.06	)		(0.20	)		(0.14	)		0.07

Earnings per basic common share	$	0.55		$	0.22		$	1.33		$	1.51

Earnings per diluted common share
Income from continuing operations	$	0.58		$	0.40		$	1.40		$	1.37
Income/(loss) from discontinued operations		(0.06	)		(0.19	)		(0.13	)		0.07

Earnings per diluted common share	$	0.52		$	0.21		$	1.27		$	1.44

Weighted average number of common shares outstanding
Basic		17,073			18,556			17,072			18,509
Diluted		17,919			19,669			17,969			19,408

See Notes to Consolidated Financial Statements

Piper Jaffray Companies

Consolidated Statements of Cash Flows

(Unaudited)


	Six Months Ended
	June 30,
(Dollars in thousands)	2007			2006

Operating Activities:

Net income	$	22,744		$	27,994
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization		4,413			7,874
Deferred income taxes		8,123			(8,797	)
Loss on disposal of fixed assets		314			359
Stock-based compensation		12,503			14,634
Amortization of intangible assets		800			800
Forgivable loan reserve		—			200
Decrease (increase) in operating assets:
Receivables:
Customers		(7,217	)		(9,265	)
Brokers, dealers and clearing organizations		178,566			162,667
Deposits with clearing organizations		3,802			6,039
Securities purchased under agreements to resell		11,778			(21,039	)
Net trading securities owned		69,093			(40,567	)
Other receivables		(1,424	)		(13,843	)
Other assets		(4,551	)		(11,487	)
Increase (decrease) in operating liabilities:
Payables:
Customers		(11,364	)		37,488
Checks and drafts		(4,306	)		(17,163	)
Brokers, dealers and clearing organizations		(169,257	)		8,455
Securities sold under agreements to repurchase		1,465			(161	)
Accrued compensation		(77,923	)		(44,106	)
Other liabilities and accrued expenses		(31,690	)		33,391
Assets held for sale		—			24,489
Liabilities held for sale		—			(24,204	)

Net cash provided by operating activities		5,869			133,758

Investing Activities:

Purchases of fixed assets, net		(5,500	)		(5,281	)


Net cash used in investing activities		(5,500	)		(5,281	)


Financing Activities:

Increase (decrease) in securities loaned		408			(4,559	)
Decrease in securities sold under agreements to repurchase		(38,159	)		(47,450	)
Increase in short-term bank financing		33,000			—
Repurchase of common stock		(17,442	)		—
Excess tax benefits from stock-based compensation		2,068			—
Proceeds from stock option transactions		2,266			—


Net cash used in financing activities		(17,859	)		(52,009	)


Currency adjustment:
Effect of exchange rate changes on cash		211			830


Net increase (decrease) in cash and cash equivalents		(17,279	)		77,298

Cash and cash equivalents at beginning of period		39,903			60,869


Cash and cash equivalents at end of period	$	22,624		$	138,167


Supplemental disclosure of cash flow information -
Cash paid during the period for:
Interest	$	10,822		$	22,063
Income taxes	$	1,815		$	24,588

Non-cash financing activities -
Issuance of common stock for retirement plan obligations:
8,619 shares and 190,966 shares for the six months ended June 30, 2007 and 2006 respectively	$	598		$	9,013

See Notes to Consolidated Financial Statements

Piper Jaffray Companies

Notes to the Consolidated Financial Statements

(Unaudited)

Note 1Background ~~and Basis of Presentation~~

~~Background~~

Piper Jaffray Companies is the parent company of Piper Jaffray & Co. (“Piper Jaffray”), a securities broker dealer and investment banking firm; Piper Jaffray Ltd., a firm providing securities brokerage and investment banking services in Europe headquartered in London, England; Piper Jaffray Financial Products Inc., an entity that facilitates customer derivative transactions; Piper Jaffray Financial Products II Inc., an entity dealing primarily in variable rate municipal products; and other immaterial subsidiaries. Piper Jaffray Companies and its subsidiaries (collectively, the “Company”) operate as one reporting segment providing investment banking services and institutional sales, trading and research services. As discussed more fully in Note ~~14,~~4, the Company completed the sale of its Private Client Services branch network and certain related assets to UBS Financial Services, Inc., a subsidiary of UBS AG (“UBS”), on August 11, 2006, thereby exiting the Private Client Services (“PCS”) business.

Basis of Presentation

The consolidated financial statements include the accounts of Piper Jaffray Companies, its wholly owned subsidiaries and other entities in which the Company has a controlling financial interest. All material intercompany balances have been eliminated. Certain financial information for prior periods has been reclassified to conform to the current period presentation.

The consolidated financial statements have been prepared in accordance with the rules and regulations of the Securities and Exchange Commission (“SEC”) with respect to Form 10-Q and reflect all adjustments that in the opinion of management are normal and recurring and that are necessary for a fair statement of the results for the interim periods presented. In accordance with these rules and regulations, certain disclosures that are normally included in annual financial statements have been omitted. The consolidated financial statements included in this Form 10-Q should be read in conjunction with the consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2005.~~2006.

The consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles. These principles require management to make certain estimates and assumptions that may affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The nature of the Company’s business is such that the results of any interim period may not be indicative of the results to be expected for a full year.

Note 2Summary of Significant Accounting Policies

Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2005,~~2006, for a full ~~summary~~description of the Company’s significant accounting policies. ~~Updates to the Company’s significant accounting policies are described below.~~

~~Revenue Recognition~~

Investment Banking – Investment banking revenues, which include underwriting fees, management fees and advisory fees, are recorded when services for the transactions are completed under the terms of each engagement. Expenses associated with such transactions are deferred until the related revenue is recognized or the engagement is otherwise concluded. Investment banking revenues are presented net of related expenses.

Institutional Brokerage – Institutional brokerage revenues include (i) commissions paid by customers for the execution of brokerage transactions in listed and over–the–counter (OTC) equity, fixed income and convertible debt securities, which are recorded on a trade date basis; (ii) trading gains and losses and (iii) fees paid to the Company for equity research.

~~Other Assets~~

Other assets includes investments in partnerships, investments to fund deferred compensation liabilities, prepaid expenses, and net deferred tax assets. In addition, other assets includes 55,440 restricted shares of NYSE Group, Inc. On March 7, 2006, upon the consummation of the merger of the New York Stock Exchange, Inc. (“NYSE”) and Archipelago Holdings, Inc., NYSE Group, Inc. became the parent company of New York Stock Exchange, LLC (which is the successor to the NYSE) and Archipelago Holdings, Inc. In connection with the merger, the Company received $0.8 million in cash and 157,202 shares of NYSE Group, Inc. common stock in exchange for the two NYSE seats owned by the Company. The Company sold 101,762 shares of NYSE Group, Inc. common stock in a secondary offering during the second quarter of 2006.

Note 3Recent Accounting Pronouncements

In ~~June~~February 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards No. 155, “Accounting for Certain Hybrid Financial Instruments,” (“SFAS 155”), which amends SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities,”(“SFAS 133”), and SFAS No. 140, “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities” (“SFAS 140”). The provisions of SFAS 155 provide a fair value measurement option for certain hybrid financial instruments that contain an embedded derivative that would otherwise require bifurcation. SFAS 155 also provides clarification that only the simplest separations of interest payments and principal payments qualify for the exception afforded to interest-only strips and principal-only strips from derivative accounting under paragraph 14 of SFAS 133. The standard also clarifies that concentration of credit risk in the form of subordination is not an embedded derivative. Lastly, the new standard amends SFAS 140 to eliminate the prohibition on a qualifying special purpose entity from holding a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS 155 was effective for the Company for all financial instruments acquired or issued beginning January 1, 2007. The adoption of SFAS 155 did not have a material effect on the consolidated financial statements of the Company.

In June 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes –— an interpretation of FASB Statement 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes recognized in accordance with FASB Statement No. 109, “Accounting for Income Taxes.” FIN 48 prescribes a two-step process to recognize and measure a tax position taken or expected to be taken in a tax return. The first step is recognition, whereby a determination is made whether it is more-likely-than-not that a tax position will be sustained upon examination based on the technical merits of the position. The second step is to measure a tax position that meets the recognition threshold to determine the amount of benefit to recognize. FIN 48 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 iswas effective for fiscal years beginning after December 15, 2006. The ~~Company is currently evaluating the impact~~adoption of FIN 48 did not have a material effect on the ~~Company’s results of operations and~~consolidated financial ~~condition.~~

In September 2006, the SEC issued Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements” (“SAB 108”). SAB 108 requires the evaluation of prior year misstatements in quantifying misstatements in the current year financial statements. SAB 108 is effective for fiscal years ending after November 15, 2006. In the initial year of adoption, the cumulative effect of applying SAB 108, if any, will be recorded as an adjustment to the beginning balance of retained earnings. In subsequent years, previously undetected material misstatements require restatementstatements of the ~~financial statements. The Company does not believe adoption of SAB 108 will impact the Company’s results of operations or financial condition.~~Company.

In September 2006, the FASB issued Statement of Financial Accounting ~~Standard~~Standards No. 157, “Fair Value Measurements” (“SFAS 157”). SFAS 157 defines fair value, establishes a framework for measuring fair value and expands disclosures regarding fair value measurements. SFAS 157 does not require any new fair value measurements, but its application may, for some entities, change current practice. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the impact of SFAS 157 on the Company’s consolidated results of operations and financial condition.

In ~~September 2006,~~February 2007, the FASB issued Statement of Financial Accounting Standards No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”(“SFAS ~~No. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement~~
~~Plans – an amendment of FASB Statements No. 87, 88, 106 and 132(R)” (“SFAS 158”~~159”). SFAS ~~158 requires~~159 permits entities to choose to measure certain financial assets and liabilities and other eligible items at fair value, which are not otherwise currently allowed to be measured at fair value. Under SFAS 159, the decision to measure items at fair value is made at specified election dates on an ~~employer~~irrevocable instrument-by-instrument basis. Entities electing the fair value option would be required to recognize changes in fair value in earnings and to expense upfront costs and fees associated with the ~~overfunded or underfunded status~~item for which the fair value option is elected. Entities electing the fair value option are required to distinguish on the face of ~~a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its~~the statement of financial position, the fair value of assets and ~~to recognize changes in the funded status in the year in~~liabilities for which the changes occur through comprehensive income. In addition, SFAS 158 requires disclosure in the notes to the financial statements of the estimated portion of net actuarial gains or losses, prior service costs or creditsfair value option has been elected and transition assets or obligations in other comprehensive income that will be recognized in net periodic benefit cost over the fiscal year. These requirements are effective for fiscal years ending after December 15, 2006. SFAS 158 also requires employers to measure plansimilar assets and ~~benefit obligations~~liabilities measured using another measurement attribute. If elected, SFAS 159 is effective as of the ~~date~~beginning of ~~its year-end statement~~the first fiscal year that begins after November 15, 2007, with earlier adoption permitted provided that the entity also early adopts all of ~~financial position. This requirement is effective for fiscal years ending after December 15, 2008.~~the requirements of SFAS 157. The Company is currently evaluating the impact of SFAS ~~158~~159 on the Company’s consolidated results of operations and financial condition.

In April 2007, the FASB issued FSP No. FIN 39-1, “Amendment of FASB Interpretation No. 39” (“FSP FIN 39-1”). FSP FIN 39-1 modifies FIN No. 39, “Offsetting of Amounts Related to Certain Contracts,” and permits companies to offset cash collateral receivables or payables with net derivative positions under certain circumstances. FSP FIN 39-1 is effective for fiscal years beginning after November 15, 2007, with early adoption permitted. FSP FIN 39-1 is not expected to have a material affect to our consolidated financial statements.

Note 4Discontinued Operations

On August 11, 2006, the Company and UBS completed the sale of the Company’s PCS branch network under a previously announced asset purchase agreement. The purchase price under the asset purchase agreement was approximately $750 million, which included $500 million for the branch network and approximately $250 million for the net assets of the branch network, consisting principally of customer margin receivables.

In accordance with the provisions of Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), the results of PCS operations have been classified as discontinued operations for all periods presented. The Company recorded a loss from discontinued operations, net of tax, of $1.1 million and $2.4 million for the three months and six months ended June 30, 2007, respectively, related to the cost of decommissioning a PCS-oriented back office system, litigation-related expenses and restructuring charges. The Company expects to incur additional discontinued operations costs in the third quarter of 2007 related to decommissioning the PCS-oriented back office system. In addition, the Company may incur discontinued operations expense or income related to changes in litigation reserve estimates for retained PCS litigation matters and for changes in estimates to occupancy and severance restructuring charges.

In connection with the sale of the Company’s PCS branch network, the Company initiated a plan in 2006 to significantly restructure the Company’s support infrastructure. All restructuring costs related to the sale of the PCS branch network are included within discontinued operations in accordance with SFAS 144. See Note 12 for additional information regarding the Company’s restructuring activities.

The Company uses interest rate swaps, interest rate locks, and forward contracts to facilitate customer transactions and as a means to manage risk in certain inventory positions. The Company also enters into interest rate swap agreements to manage interest rate exposure associated with holding residual interest securities from its tender option bond program. As of ~~September~~June 30, ~~2006,~~2007 and December 31, ~~2005,~~2006, the Company was counterparty to notional/contract amounts of ~~$5.7~~$6.6 billion and ~~$4.6~~$5.8 billion, respectively, of derivative instruments.

The market or fair values related to derivative contract transactions are reported in trading securities owned and trading securities sold, but not yet purchased on the consolidated statements of financial ~~condition and any unrealized gain or loss resulting from changes in fair values of derivatives is recognized in institutional brokerage on the consolidated statements of operations.~~condition. The Company does not utilize “hedge accounting” as described within SFAS No. ~~133, “Accounting for Derivative Instruments and Hedging Activities.”~~133. Derivatives are reported on a net-by-counterparty basis when a legal right of offset exists under a legally enforceable master netting agreement in accordance with FASB Interpretation No. 39, “Offsetting of Amounts Related to Certain Contracts.”

Fair values for derivative contracts represent amounts estimated to be received from or paid to a counterparty in settlement of these instruments. These derivatives are valued using quoted market prices when available or pricing models based on the net present value of estimated future cash flows. The valuation models used require inputs including contractual terms, market prices, yield curves, credit curves and measures of volatility. The net fair value of derivative contracts was approximately ~~$18.3~~$28.3 million and ~~$17.0~~$19.7 million as of ~~September~~June 30, ~~2006,~~2007 and December 31, ~~2005,~~2006, respectively.

Note 56Securitizations

In connection with its tender option bond program, ~~as of September~~the Company securitizes highly rated municipal bonds. At June 30, 2007 and December 31, 2006, the Company ~~has outstanding securitizations of~~had $296.7 million and $279.2 million, respectively, of ~~highly rated~~par value of municipal ~~bonds.~~bonds in securitization. Each municipal bond is sold into a separate trust that is funded by the sale of variable rate certificates to institutional customers seeking variable rate tax-free investment products. These variable rate certificates reprice weekly. Securitization transactions meeting certain SFAS 140 criteria are treated as sales, with the resulting gain included in ~~institutional brokerage~~other income on the consolidated statements of operations. If a securitization does not meet the ~~sale of asset~~sale-of-asset requirements of SFAS 140, the transaction is recorded as a borrowing. The Company retains a residual interest in each structure and accounts for the residual interest as a trading security, which is recorded at fair value ~~in trading securities owned~~ on the consolidated statements of financial condition. The fair value of retained interests was ~~$7.4~~$3.9 million and $8.1 million at ~~September~~June 30, 2007 and December 31, 2006, respectively, with a weighted average life of ~~8.7 years.~~8.5 years and 8.4 years, respectively. The fair value of retained interests is estimated based on the present value of future cash flows using management’s best estimates of the key ~~assumptions—~~assumptions — expected yield, credit losses of 0 percent and a 12 percent discount rate. At ~~September~~June 30, ~~2006,~~2007, the sensitivity of the current fair value of retained interests to immediate 10 percent and 20 percent adverse changes in the key economic assumptions was not material. The Company receives a fee to remarket the variable rate certificates derived from the securitizations.

Certain cash flow activity for the municipal bond securitizations described above ~~during the nine months ended September 30, 2006~~ includes:


			Six Months Ended
			June 30,
*(Dollars in thousands)*			2007		2006
Proceeds from new securitizations	$	7,578	$	29,000	$	7,578
Remarketing fees received		106		60		68
Cash flows received on retained interests		5,525		2,562		3,325

Three securitization transactions were designed such that they did not meet the asset sale requirements of SFAS ~~140; therefore, the Company consolidated these trusts. As~~140, and as a result, the Company has consolidated these trusts. Accordingly, the Company recorded an asset for the underlying bonds of ~~approximately~~$49.5 million and $51.2 million as of June 30, 2007 and December 31, 2006 respectively, in trading securities owned and a liability for the certificates sold by the trust for ~~approximately~~$48.6 million and $50.1 million as of June 30, 2007 and December 31, 2006 respectively, in other liabilities and accrued expenses on the consolidated ~~statement~~statements of financial ~~condition as of September 30, 2006.~~condition.

The Company ~~has economically hedged the activities of these securitizations with~~enters into interest rate ~~swaps,~~swap agreements to manage interest rate exposure associated with holding the residual interest securities from its securitizations, which have been recorded at fair value and resulted in a liability of approximately ~~$4.8~~$1.0 million and $5.7 million at ~~September~~June 30, ~~2006.~~2007 and December 31, 2006, respectively.

The Company has contracted with a major third-party financial institution to act as the liquidity provider for the Company’s tender option bond securitized trusts. The Company has agreed to reimburse this party for any losses associated with providing liquidity to the trusts. The maximum exposure to loss at ~~September~~June 30, ~~2006~~2007 was ~~$251.2~~$269.4 million, representing the outstanding amount of all trust certificates at ~~that date.~~those dates. This exposure to loss is mitigated by the underlying ~~municipal~~ bonds ~~held~~ in the trusts, which are either AAA or AA rated. These bonds had a market value of approximately ~~$263.2~~$275.9 million at ~~September~~June 30, ~~2006.~~2007. The Company believes the likelihood it will be required to fund the reimbursement agreement obligation under any provision of the arrangement is remote, and accordingly, no liability for such a guarantee has been recorded in the accompanying consolidated financial statements.

Note 89Goodwill and Intangible Assets

The following table presents the changes in the carrying value of goodwill and intangible assets for the ~~nine~~six months ended ~~September~~June 30, ~~2006:~~2007:

Continuing Discontinued Consolidated
(Dollars in thousands) Operations Operations Company
Goodwill

Balance at December 31, 2005
$ 231,567 $ 85,600 $ 317,167
Goodwill acquired — — —
Goodwill disposed in PCS sale — (85,600 ) (85,600 )
Impairment losses — — —

Balance at September 30, 2006
$ 231,567 $ — $ 231,567

Intangible assets

Balance at December 31, 2005
$ 3,067 $ — $ 3,067
Intangible assets acquired — — —
Amortization of intangible assets (1,200 ) — (1,200 )
Impairment losses — — —

Balance at September 30, 2006
$ 1,867 $ — $ 1,867

~~The Company wrote-off $85.6 million of goodwill in conjunction with the sale of the PCS branch network. The intangible assets are amortized on a straight-line basis over three years.~~

(Dollars in thousands)
Goodwill
Balance at December 31, 2006	$	231,567
Goodwill acquired		—
Impairment losses		—

Balance at June 30, 2007	$	231,567


(Dollars in thousands)
Intangible assets
Balance at December 31, 2006	$	1,467
Intangible assets acquired		—
Amortization of intangible assets		(800	)
Impairment losses		—

Balance at June 30, 2007	$	667

Note 910Financing

The Company ~~has~~had uncommitted credit agreements with banks totaling $675 million at ~~September~~June 30, ~~2006, composed~~2007, comprised of $555 million in discretionary secured lines ofunder which $0$33 million was outstanding at ~~September~~June 30, ~~2006~~2007 and no amount was outstanding at December 31, ~~2005,~~2006, and $120 million in discretionary unsecured lines ofunder which ~~$50 million and $0~~no amount was outstanding at ~~September~~June 30, ~~2006~~2007 and December 31, ~~2005, respectively.~~2006. In addition, the Company has established arrangements to obtain financing ~~at the end of each business day~~ using as collateral the Company’s securities held by its clearing bank and by another broker ~~dealer.~~dealer at the end of each business day. Repurchase agreements and securities loaned to other broker dealers are also used as sources of funding.

~~On August 15, 2006 the Company utilized proceeds from the sale of its PCS branch network to pay in full its $180 million subordinated loan with U.S. Bancorp.~~

The Company’s short-term financing bears interest at rates based on the ~~London Interbank Offered Rate or~~ federal funds rate. At ~~September~~June 30, ~~2006~~2007 and December 31, ~~2005,~~2006, the weighted average interest rate on borrowings was ~~6.00~~5.69 percent and ~~5.55~~5.72 percent, respectively. At ~~September~~June 30, ~~2006~~2007 and December 31, ~~2005,~~2006, no formal compensating balance agreements existed, and the Company was in compliance with all debt covenants related to these facilities.

Note 1011Legal Contingencies

The Company ~~has been the subject of customer complaints and also~~ has been named as a defendant in various legal proceedings arising primarily from securities brokerage and investment banking activities, including certain class actions that primarily allege violations of securities laws and seek unspecified damages, which could be substantial. Also, the Company is involved from time to time in investigations and proceedings by governmental agencies and self-regulatory organizations.

Given uncertainties regarding the timing, scope, volume and outcome of pending and potential litigation, arbitration and regulatory proceedings and other factors, the amounts of reserves are difficult to determine and of necessity subject to future revision. Subject to the foregoing, management of the Company believes, based on its current knowledge, after consultation with outside legal counsel and after taking into account its established reserves, ~~and~~ the U.S. Bancorp indemnity agreement and the assumption by UBS of certain liabilities of the PCS business, that pending legal actions, investigations and proceedings will be resolved with no material adverse effect on the consolidated financial condition of the Company. However, if during any period a potential adverse contingency should become probable or resolved for an amount in excess of the established reserves, ~~and~~ U.S. Bancorp indemnification and/or the assumption obligation of UBS, the results of operations in that period could be materially adversely affected.

Note 1112~~Net Capital Requirements and Other Regulatory Matters~~Restructuring

AsThe Company implemented a ~~registered broker dealer and member firm~~specific restructuring plan in 2006 to reorganize the Company’s support infrastructure as a result of the ~~NYSE, Piper Jaffray is subject~~PCS branch network sale to UBS.

The restructuring charges included the cost of severance, benefits, outplacement costs and equity award accelerated vesting costs associated with the termination of employees. The severance amounts were determined based on a one-time severance benefit enhancement to the ~~Uniform Net Capital Rule~~Company’s existing severance pay program in place at the time of termination notification and will be paid out over a benefit period of up to one year from the time of termination. Approximately 295 employees have received a severance package. In addition, the Company has incurred restructuring charges for contract termination costs related to the reduction of office space and the modification of technology contracts. Contract termination fees are determined based on the provisions of Statement of Financial Accounting Standards No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which among other things requires the recognition of a liability for contract termination under a cease-use date concept. The Company also incurred restructuring charges for the impairment or disposal of long-lived assets determined in accordance with SFAS 144. All restructuring costs related to the sale of the ~~SEC and~~PCS branch network are included within discontinued operations in accordance with SFAS 144.

For the ~~net capital rule~~six months ended June 30, 2007 the Company incurred $0.7 million of ~~the NYSE. Piper Jaffray has elected~~expense to ~~use the alternative method permitted by the SEC rule, which requires that it maintain minimum net capital~~revise contract termination cost estimates.

The following table presents a summary of the greater of $1.0 million or 2 percent of aggregate debit balances arising from customer transactions, as such term is defined in the SEC rule. Under the NYSE rule, the NYSE may prohibit a member firm from expanding its business or paying dividends if resulting net capital would be less than 5 percent of aggregate debit balances. Advances to affiliates, repayment of subordinated debt, dividend payments and other equity withdrawals by Piper Jaffray are subject to certain notification and other provisions of the SEC and NYSE rules. In addition, Piper Jaffray is subject to certain notification requirements related to withdrawals of excess net capital.

At September 30, 2006, net capital under the SEC rule was $370.6 million, or 280.2 percent of aggregate debit balances, and $367.9 million in excess of the minimum net capital required under the SEC rule.

~~Piper Jaffray is also registered~~activity with ~~the Commodity Futures Trading Commission (“CFTC”) and therefore is subject to CFTC regulations.~~

~~Piper Jaffray Ltd., which is a registered United Kingdom broker dealer, is subject~~respect to the ~~capital requirements~~restructuring-related liabilities included in other liabilities and accrued expense on the statements of ~~the United Kingdom Financial Services Authority (“FSA”). As of September 30, 2006, Piper Jaffray Ltd. was in compliance with the capital requirements of the FSA.~~financial condition:


	PCS
(Dollars in thousands)	Restructuring
Balance at December 31, 2006	$	28,583
Provisions charged to discontinued operations		682
Cash outlays		(10,517	)
Non-cash write-downs		(398	)

Balance at June 30, 2007	$	18,350

Note 13Shareholders’ Equity

Share Repurchase Program

In the third quarter of 2006, the Company’s board of directors authorized the repurchase of up to $180.0 million in common shares through December 31, 2007. The Company executed an accelerated stock repurchase under this authorization in the amount of $100 million during 2006. During the six months ended June 30, 2007, the Company repurchased 158,687 shares of the Company’s common stock at an average price of $63.02 per share for an aggregate purchase price of $10 million. The Company has $70.0 million remaining under this authorization.

Issuance of Shares

During the six months ended June 30, 2007, the Company reissued 8,619 common shares out of treasury in fulfillment of $0.6 million in obligations under the Piper Jaffray Companies Retirement Plan and reissued 250,058 common shares out of treasury as a result of vesting and exercise transactions under the Piper Jaffray Companies Amended and Restated 2003 Annual and Long-Term Incentive Plan (the “Long-Term Incentive Plan”).

Note 14Geographic Areas

The following table presents revenues and long-lived assets by geographic region:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Dollars in thousands)	2007		2006		2007		2006
Revenues:
Domestic operations	$	109,354	$	99,617	$	221,831	$	224,380
International operations		13,222		5,633		37,695		15,829

Consolidated	$	122,576	$	105,250	$	259,526	$	240,209


	June 30,		December 31,
(Dollars in thousands)	2007		2006
Long-lived assets:
Domestic operations	$	23,252	$	22,503
International operations		2,706		2,786

Consolidated	$	25,958	$	25,289

Note 15Earnings Per Share

Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per common share is calculated by adjusting the weighted average outstanding shares to assume conversion of all potentially dilutive restricted stock and stock options. The computation of earnings per share is as follows:


	Three Months Ended				Six Months Ended
	June 30,				June 30,
(Amounts in thousands, except per share data)	2007		2006		2007		2006
Net income	$	9,326	$	4,137	$	22,744	$	27,994
Shares for basic and diluted calculations:
Average shares used in basic computation		17,073		18,556		17,072		18,509
Stock options		118		125		125		70
Restricted stock		728		988		772		829

Average shares used in diluted computation		17,919		19,669		17,969		19,408

Earnings per share:
Basic	$	0.55	$	0.22	$	1.33	$	1.51
Diluted	$	0.52	$	0.21	$	1.27	$	1.44

Note 16Stock-Based Compensation and Cash Award Program

The Company maintains one stock-based compensation plan, the ~~Piper Jaffray Companies Amended and Restated 2003 Annual and~~ Long-Term Incentive ~~Plan (“Long-Term Incentive Plan”).~~Plan. The plan permits the grant of equity awards, including non-qualified stock options and restricted stock, to the Company’s employees and directors for up to 4.5 million shares of common stock. ~~In 2004, 2005 and 2006, the~~The Company ~~has granted~~periodically grants shares of restricted stock and options to purchase Piper Jaffray Companies common stock to employees and ~~granted~~grants options to purchase Piper Jaffray Companies common stock or shares of Piper Jaffray Companies common stock to its non-employee directors. The Company believes that such awards help align the interests of employees and directors with those of shareholders and serve as an employee retention tool. The awards granted to employees have three-year cliff vesting periods. The director awards are fully vested upon grant. The maximum term of the stock options granted to employees and directors is ten years. The plan provides for accelerated vesting of option and restricted stock awards if there is a change in control of the Company (as defined in the plan), in the event of a participant’s death, and at the discretion of the compensation committee of the Company’s board of directors.

1113

Prior to January 1, 2006, the Company accounted for stock-based compensation under the fair value method of accounting as prescribed by ~~Statement of Financial Accounting Standards No.~~SFAS 123, ~~“Accounting and Disclosure of Stock-Based Compensation,”~~ as amended by ~~Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure.”~~SFAS 148. As such, the Company ~~had~~ recorded stock-based compensation expense in the consolidated ~~statement~~statements of operations at fair value, net of estimated forfeitures.

Effective January 1, 2006, the Company adopted the provisions of ~~Statement of Financial Accounting Standards No. 123(R) (“~~SFAS 123(R)~~”), “Share-Based Payment,”~~ using the modified prospective transition method. SFAS 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the ~~income~~ statement of operations based on fair value, net of estimated forfeitures. Because the Company historically expensed all equity awards based on the fair value method, net of estimated forfeitures, SFAS 123(R) did not have a material effect on the Company’s measurement or recognition methods for stock-based compensation.

Employee and director stock options granted prior to January 1, 2006, were expensed by the Company on a straight-line basis over the option vesting period, based on the estimated fair value of the award on the date of grant using a Black-Scholes option-pricing model. Employee and director stock options granted after January 1, 2006, are expensed by the Company on a straight-line basis over the required service period, based on the estimated fair value of the award on the date of grant using a Black-Scholes option-pricing model. At the time it adopted SFAS 123(R), the Company changed the expensing period from the vesting period to the required service period, which shortened the period over which options are expensed for employees who are retiree-eligible on the date of grant or become retiree-eligible during the vesting period. The number of employees that fell within this category at January 1, 2006 was not material. In accordance with SEC guidelines, the Company did not alter the expense recorded in connection with prior option grants for the change in the expensing period.

Employee restricted stock grants prior to January 1, 2006, are amortized on a straight-line basis over the vesting period based on the market price of Piper Jaffray Companies common stock on the date of grant. Restricted stock grants after January 1, 2006, are valued at the market price of the Company’s common stock on the date of grant and amortized on a straight-line basis over the required service period. The majority of the Company’s restricted stock grants provide for continued vesting after termination, so long as the employee does not violate ~~non-competition and~~ certain ~~other~~ post-termination restrictions, as set forth in the award ~~agreements.~~agreements or any agreements entered into upon termination. The Company considers the required service period to be the greater of the vesting period or the ~~non-competition~~post-termination restricted period. The Company believes that the ~~non-competition~~post-termination restrictions meet the SFAS 123(R) definition of a substantive service requirement.

The Company recorded compensation expense, net of estimated forfeitures, within continuing operations of ~~$6.8~~$7.0 million and ~~$5.1~~$5.6 million for the three months ended ~~September~~June 30, ~~2006~~2007 and ~~2005,~~2006, respectively, and ~~$21.4~~$12.4 million and ~~$14.2~~$10.3 million for the ~~nine~~six months ended ~~September~~June 30, ~~2006~~2007 and ~~2005,~~2006, respectively, related to employee stock option and restricted stock grants. The tax benefit related to the total compensation cost for stock-based compensation arrangements totaled ~~$2.6~~$2.7 million and ~~$1.9~~$2.1 million for the three months ended ~~September~~June 30, ~~2006~~2007 and ~~2005,~~2006, respectively and ~~$8.2~~$4.8 million and ~~$5.5~~$3.9 million for the ~~nine~~six months ended ~~September~~June 30, 2007 and 2006, ~~and 2005,~~ respectively.

In connection with the sale of the Company’s PCS branch network, the Company undertook a plan to significantly restructure the Company’s support infrastructure. The Company accelerated the equity award vesting for employees terminated as part of this restructuring. The acceleration of equity awards was deemed to be a modification of the awards as defined by SFAS 123(R). For the three months ending September 30, 2006, the Company recorded $1.9 million of expense in discontinued operations related to the modification of equity awards to accelerate service vesting. Unvested equity awards related to employees transferring to UBS as part of the PCS sale were canceled. See Notes 14 and 15 for further discussion of the Company’s discontinued operations and restructuring activities.

The fair value of each stock option is estimated on the date of grant using the Black-Scholes option-pricing model using assumptions such as the risk-free interest rate, the dividend yield, the expected volatility and the expected life of the option. The risk-free interest rate assumption is based on the U.S. treasury bill rate with a maturity equal to the expected life of the option. The dividend yield assumption is based on the assumed dividend payout over the expected life of the option. The expected volatility assumption for 2007 grants is based on a combination of Company historical data and industry comparisons. The Company has only been a publicly traded company for approximately 3342 months; therefore, it does not have sufficient historical data to determine an appropriate expected ~~volatility.~~volatility solely from the Company’s own historical data. The expected life assumption is based on an average of the following two factors: 1) industry comparisons; and 2) the guidance provided by the SEC in Staff Accounting Bulletin No. 107, (“SAB 107”). SAB 107 allows the use of an

Note 1317~~Shareholders’ Equity~~Net Capital Requirements and Other Regulatory Matters

~~Issuance~~ As a registered broker dealer and ~~Purchase~~member firm of ~~Shares~~

~~During~~ the ~~nine months ended September 30, 2006, the Company reissued 190,966 common shares out of treasury in fulfillment of $9.0 million in obligations under the~~New York Stock Exchange (“NYSE”), Piper Jaffray ~~Companies Retirement Plan. The Company also reissued 38,687 common shares out~~is subject to the uniform net capital rule of ~~treasury~~the SEC and the net capital rule of the NYSE. Piper Jaffray has elected to use the alternative method permitted by the SEC rule, which requires that it maintain minimum net capital of the greater of $1.0 million or 2 percent of aggregate debit balances arising from customer transactions, as ~~a result of vesting and exercise transactions under~~such term is defined in the Long-Term Incentive Plan. In the third quarter of 2006, the Company entered into an accelerated share repurchase (“ASR”) agreement with a financial institution pursuant to which the Company repurchased 1.6 million shares of its common stock.SEC rule. Under the ~~agreement,~~NYSE rule, the ~~financial institution purchased an equivalent number~~NYSE may prohibit a member firm from expanding its business or paying dividends if resulting net capital would be less than 5 percent of ~~shares~~aggregate debit balances. Advances to affiliates, repayment of subordinated debt, dividend payments and other equity withdrawals by Piper Jaffray are subject to certain notification and other provisions of the ~~Company’s common stock in the open market. The shares repurchased by the Company were~~SEC and NYSE rules. In addition, Piper Jaffray is subject to a future price adjustment based upon the weighted average price of the Company’s common stock over an agreed upon period, subject to a specified collar. In October 2006, the Company settled the ASR. The Company elected settlement in shares and received 13,492 additional shares of common stock.

~~Earnings Per Share~~

For the Three Months Ended For the Nine Months Ended
September 30, September 30,
2006 2005 2006 2005
(Amounts in thousands, except per share data)
Net income $ 186,613 $ 15,148 $ 214,607 $ 23,720

Shares for basic and diluted calculations:
Average shares used in basic computation 18,031 18,841 18,348 18,814
Stock options 91 — 77 —
Restricted stock 949 266 869 193
Average shares used in diluted computation 19,071 19,107 19,294 19,007

Earnings per share:
Basic $ 10.35 $ 0.80 $ 11.70 $ 1.26
Diluted $ 9.79 $ 0.79 $ 11.12 $ 1.25

~~Note 14~~~~Discontinued Operations~~

In accordance with the provisions of SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets” (“SFAS 144”), the results of PCS operations have been classified as discontinued operations for all periods presented and the related assets and liabilities included in the sale have been classified as held for sale. The Company recorded income from discontinued operations, net of tax of $177.1 million and $178.4 million for the three and nine months ended September 30, 2006, respectively. The Company has reclassified $442.9 million in assets and $145.0 million in liabilities as held for sale as of December 31, 2005certain notification requirements related to ~~the sale~~withdrawals of ~~the PCS branch network to UBS. Upon completion of the sale of the PCS branch network on August 11, 2006, the assets and liabilities related to the PCS branch network were transferred to UBS.~~excess net capital.

1415

~~In connection~~At June 30, 2007, net capital calculated under the SEC rule was $357.9 million, and exceeded the minimum net capital required under the SEC rule by $356.1 million.

Piper Jaffray Ltd., which is a registered United Kingdom broker dealer, is subject to the capital requirements of the Financial Services Authority (“FSA”). As of June 30, 2007, Piper Jaffray Ltd. was in compliance with the ~~sale~~capital requirements of the Company’s PCS branch network, the Company initiated a plan to significantly restructure the Company’s support infrastructure. As described more fully in Note 15, the Company incurred $56.9 million in restructuring costs related to the restructuring plan for the nine months ended September 30, 2006. All restructuring and transaction costs related to the sale of the PCS branch network are included within discontinued operations in accordance with SFAS 144.FSA.

Note 1518~~Restructuring~~Income Taxes

The Company ~~has incurred pre-tax restructuring costs~~adopted the provisions of ~~$56.9 million for the nine months ended September 30, 2006~~FIN 48 on January 1, 2007. Implementation of FIN 48 resulted in connection with the sale of the Company’s PCS branch network to UBS. The expense was incurred upon implementation of a specific restructuring plan to reorganize the Company’s support infrastructure.

The restructuring charges include the cost of severance, benefits, outplacement costs and equity award accelerated vesting costs associated with the termination of employees. The severance amounts were determined based on a one-time severance benefit enhancementno adjustment to the Company’s ~~existing severance pay program~~liability for unrecognized tax benefits. As of the date of adoption the total amount of unrecognized tax benefits was $1.1 million, all of which relates to tax benefits that if recognized, would impact the annual effective tax rate. Included in ~~place at~~ the ~~time~~total liability for unrecognized tax benefits is $0.2 million of ~~termination notification~~interest and penalties, both of which the Company recognizes as a component of income tax expense. The Company or one of its subsidiaries file income tax returns in the U.S. federal jurisdiction, all states, and various foreign jurisdictions. The Company is not subject to U.S. federal, state and local or non-U.S. income tax examination by tax authorities for taxable years before 2004.

There was no change in the unrecognized tax benefit during the six month period ended June 30, 2007.

Note 19Definitive Agreement to Acquire Fiduciary Asset Management LLC

On April 13, 2007, the Company announced a definitive agreement to acquire Fiduciary Asset Management LLC (“FAMCO”), a St. Louis-based investment management firm, for approximately $66.0 million in cash upon closing and future cash consideration based on financial performance. The Company currently expects the transaction to close late in the third quarter of 2007, subject to certain regulatory approvals and customary closing conditions, including the receipt of third-party consents. The allocation of the purchase price and determination of intangible assets and goodwill will be made once the transaction closes. For more information regarding the Company’s acquisition of FAMCO, please refer to the Company’s Form 8-K, filed with the SEC on April 13, 2007.

Note 20Definitive Agreement to Acquire Goldbond Capital Holdings Limited

On July 3, 2007, the Company announced the signing of a definitive agreement to acquire Goldbond Capital Holdings Limited (“Goldbond”), a Hong Kong-based investment bank, for approximately $51.3 million. The purchase price is subject to adjustment based on an audit of Goldbond’s consolidated net asset value as of March 31, 2007. Consideration for the transaction will be paid ~~out over a benefit period~~in cash upon closing, except for $4.1 million to be paid in the form of uprestricted stock of the Company as partial consideration for the equity interest held by one of the sellers. The Company currently expects the transaction to ~~one year~~close late in the third quarter of 2007, subject to customary closing conditions and certain regulatory approvals, including approval from the ~~time~~shareholders of ~~termination. Approximately 315 employees have received a severance package. In addition,~~Goldbond Group Holdings Limited, an indirect equity holder in Goldbond that is listed on the ~~Company has incurred restructuring charges for contract termination costs related~~Hong Kong Stock Exchange. For more information regarding the Company’s acquisition of Goldbond, please refer to the ~~reduction of office space and~~Company’s Form 8-K, filed with the ~~modification of technology contracts. Contract termination fees are determined based~~SEC on the provisions of SFAS No. 146, “Accounting for Costs Associated with Exit or Disposal Activities,” which among other things requires the recognition of a liability for contract termination under a cease-use date concept. The Company also incurred restructuring charges for the impairment or disposal of long-lived assets determined in accordance with SFAS 144.

~~The following table presents a summary of activity with respect to the restructuring-related liability:~~

(Dollars in thousands)
Balance at December 31, 2005
$ —
Provision charged to operating expense 56,919
Cash outlays (20,719 )
Noncash write-downs (3,254 )

Balance at September 30, 2006
$ 32,946

July 3, 2007.

1516

~~ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~


ITEM 2.		MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with the accompanying consolidated financial statements and related notes and exhibits included elsewhere in this report. Certain statements in this report may be considered forward-looking. Statements that are not historical or current facts, including statements about beliefs and expectations, are forward-looking statements. These ~~forward-looking~~forward looking statements ~~cover,~~include, among other things, statements other than historical information or statements of current condition and may relate to our future plans and objectives and results, and also may include our belief regarding the ~~future prospects~~effect of ~~Piper Jaffray Companies.~~various legal proceedings, as set forth under “Legal Proceedings” in Part I, Item 3 of our Annual Report on Form 10-K for the year ended December 31, 2006, as updated in our subsequent reports filed with the SEC. Forward-looking statements involve inherent risks and uncertainties, and important factors could cause actual results to differ materially from those anticipated, including those factors discussed below under “External Factors Impacting Our Business” as well as the factors identified under “Risk Factors” in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, ~~2005,~~2006, as updated in our subsequent reports filed with the ~~SEC, including any updates found in Part II, Item 1A of this report on Form 10-Q.~~SEC. These reports are available at our Web site at www.piperjaffray.com and at the SEC Web site at www.sec.gov. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update them in light of new information or future events.

Executive Overview

Our continuing operations are principally engaged in providing investment banking, institutional brokerage and related financial services to ~~corporations,~~middle-market companies, private equity groups, public ~~sector~~entities, non-profit entities and ~~non-profit entities~~institutional investors in the United States, Europe and ~~Asia, where we recently opened an office in Shanghai, China.~~Asia. Our revenues are generated primarily through the receipt of advisory and financing fees earned on investment banking ~~and public finance~~ activities, commissions and sales credits earned on equity and fixed income ~~transactions,~~institutional sales and trading activities, net interest earned on securities ~~inventories. While we maintain securities~~ inventories ~~primarily to facilitate customer transactions, our capital markets business also realizes~~and profits and losses from trading activities related to these securities inventories.

The securities business is a human capital business; accordingly, compensation and benefits comprise the largest component of our expenses, and our performance is dependent upon our ability to attract, develop and retain highly skilled employees who are motivated and committed to ~~provide~~providing the highest quality of service and guidance to ~~clients throughout their lifecycle.~~our clients.

~~Our discontinued~~Discontinued operations ~~consist of~~include the ~~operations~~operating results of our Private Client Services (“PCS”) retail brokerage business ~~through August 11, 2006, the date we~~and related restructuring costs. We closed on the sale of our PCS branch network and certain related assets to UBS Financial Services, Inc., a subsidiary of UBS AG (“UBS”), ~~the gain~~ on ~~the sale of the~~August 11, 2006. Our PCS ~~branch network and related restructuring and transaction costs. Our~~ retail brokerage business provided financial advice and a wide range of financial products and services to individual investors through a network of approximately 90 branch offices. ~~Revenues were generated primarily through~~In the ~~receipt~~second quarter of ~~commissions earned on equity~~2007, discontinued operations recorded a net loss of $1.1 million, which included costs related to decommissioning a retail-oriented back-office system, costs for PCS litigation-related expenses and fixed income transactions and for distribution of mutual funds and annuities, fees earned on fee-based client accounts and net interest from customers’ margin loan balances. We received $500 million for the sale of the branch network and approximately $250 million for the net assets of the branch network, consisting principally of customer margin receivables. We did not realize any portion of the additional cash consideration of up to $75 million available under the asset purchase agreement with UBS dependent on post-closing performance of the transferred business. The sale resulted in after-tax proceeds of approximately $510 million and an after-tax book gain for the nine months ended September 30, 2006 of $169 million, net of restructuring ~~and transaction~~ charges. We expect to incur additional ~~pre-tax restructuring~~ costs ~~during~~in the ~~fourth~~third quarter of ~~2006~~2007 related to ~~severance benefits, contract termination costs and other~~decommissioning the retail-oriented back office system. Costs associated with implementing a new back-office system to support our capital markets business ~~expenses.~~

Our divestiture of the PCS branch network had a material impact on our results of operations and financial condition. The majority of our customer receivables and payables were eliminated, stock loan liabilities that helped finance customer receivables were repaid, we wrote-off goodwill related to PCS of $85.6 million, and we significantly changed our capitalization structure by repaying $180 millionwill be recorded in subordinated debt and repurchasing 1.6 million common shares through an accelerated share repurchase agreement for an aggregate purchase price of $100 million. In addition, certain equity awards held by PCS employees were forfeited upon the employees’ transfer to UBS, and certain equity awards held by severed employees were vested on an accelerated basis. As discussed above, the results of our PCS business operations, the gain on the sale of our PCS branch network and the related restructuring and transaction costs have been classified within discontinued operations with prior period PCS results of operations reclassified to discontinued operations for a comparable presentation.continuing operations. See Notes 144 and 1512 to our unaudited consolidated financial statements for a further discussion of our discontinued operations and restructuring.

~~We plan~~As part of our growth strategy and our efforts to ~~utilize a portion~~diversify our revenues following the sale of ~~the remaining after-tax proceeds from the~~our PCS branch network, ~~sale~~we announced on April 13, 2007, the signing of a definitive agreement to acquire Fiduciary Asset Management, LLC (“FAMCO”) a St. Louis-based investment management firm. This acquisition will allow us to enter the investment management business. We currently expect the transaction to close late in the third quarter of 2007, subject to certain regulatory approvals and customary closing conditions, including the receipt of third party consents. In addition, on July 3, 2007, we entered into a definitive agreement to purchase all equity interests in Goldbond Capital Holdings Limited (“Goldbond”), an investment bank and financial services company based in Hong Kong. With this acquisition, we will gain capital markets capabilities required to accelerate the growth of our ~~existing~~Asia platform, including corporate finance, sales and trading, equity capital markets ~~businesses~~ and research. We also expect this transaction to close late in the third quarter of 2007, subject to customary regulatory approvals. Both of these transactions are important components in our plan to redeploy capital from the sale of our PCS branch network.

In the third quarter of 2006, we entered into a strategic relationship with CIT Group, Inc. (“CIT”), which allowed us to offer expanded debt financing solutions to middle-market companies. During the second quarter, CIT announced the acquisition of a mergers and acquisitions advisory firm, creating a significant overlap with our advisory capabilities that resulted in our mutual agreement to terminate the alliance agreement effective July 30, 2007. Revenues generated from this agreement were not significant. We are evaluating several alternatives for providing debt solutions to effectively address our clients’ debt needs going forward.

We plan to continue our focus on revenue growth through expansion of our capital markets business and entry into and expansion of the investment management business. Within our capital markets business, our efforts will be focused on growing our sector expertise, product depth and geographic reach, as demonstrated by the pending acquisition of Goldbond. The pending acquisition of FAMCO will allow us to enter ~~new~~the investment management business. We expect that continued growth of these businesses ~~to support our strategic priorities. Deployment~~will come from a combination of ~~proceeds may include acquisitions to expand existing businesses or to enter new businesses.~~internal organic growth and acquisitions. In addition, as opportunities arise we ~~anticipate we will~~intend to use ~~more~~our capital to a greater extent to facilitate customer activity and ~~for~~engage in principal activities tothat leverage our expertise. ~~Principal~~Our principal activities will result in greater commitments of capital on our own behalf, and may include, ~~investing our own capital to a greater extent than we have in the past. These investments may include taking~~among other things, proprietary positions in equity or debt securities of public and private companies.

As part of our growth strategy we also intend to increase the number of business sectors or industries in which we specialize, enhance our product offerings and expand the geographic reach of our services. Within the corporate sector we have traditionally operated in the health care, technology, financial institutions, consumer and aircraft finance sectors. We have recently expanded into the alternative energy, business services and industrial growth sectors to serve our corporate clients. In addition, we have expanded our fixed income financing capabilities to

provide services to the hospitality and commercial real estate industries. In the third quarter of 2006, as part of our efforts to enhance our product offerings, we announced a strategic relationship with CIT Group, Inc. (“CIT”) to offer middle-market companies a comprehensive set of financing solutions. We also increased our geographic reach in the third quarter of 2006 by strengthening our international presence with the addition of offices in Madrid and Shanghai. These Our growth initiatives will require investments in personnel and other expenses, which may have a short-term negative impact on our profitability as it may take time to develop meaningful revenues from ~~these~~the growth initiatives.

RESULTS FOR THE THREE MONTHS AND ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2006~~2007

Net revenues from continuing operations for the three months ended June 30, 2007 were $122.6 million. For the three months ended ~~September~~June 30, ~~2006,~~2007, our net income, including continuing and discontinued operations, was ~~$186.6~~$9.3 million, or ~~$9.79~~$0.52 per diluted share, up from net income of ~~$15.1~~$4.1 million, or ~~$0.79~~$0.21 per diluted share, for the prior-year period. For the three months ended June 30, 2007, net income from continuing operations totaled $10.4 million, or $0.58 per diluted share, up from $7.9 million, or $0.40 per diluted share, for the corresponding period in 2006.

For the six months ended June 30, 2007, net revenues from continuing operations were $259.5 million, an increase of 8 percent over the year-ago period. Net income for the ~~third quarter~~first half of 2006 included $179.7 million, after tax and net of restructuring and transaction costs, related to the gain on the sale to UBS of the PCS branch network and certain related assets. For the quarter ended September 30, 2006, net income from continuing operations totaled $9.52007 was $22.7 million, or ~~$0.50~~$1.27 per diluted share, down from net income of ~~$10.9~~$28.0 million, or ~~$0.57~~$1.44 per diluted share, ~~in the year-ago period. Net revenues~~ for the ~~three~~prior-year period. For the six months ended ~~September~~June 30, ~~2006 were $116.1 million, down 3.3 percent from $120.1 million for the same quarter last year.~~

~~For the nine months ended September 30, 2006, our~~2007, net income ~~increased to $214.6~~from continuing operations totaled $25.1 million, or ~~$11.12~~$1.40 per diluted share, down from ~~$23.7~~$26.6 million, or ~~$1.25~~$1.37 per diluted share, for the corresponding period in ~~the prior year. Net revenues from continuing operations for the first nine months~~2006. The year-ago period included a net gain of 2006 increased 17.7 percent to $356.3 million, compared to $302.7 million for the first nine months of 2005. For the nine months ended September 30, 2006, net income from continuing operations increased to $36.2$5.6 million, or ~~$1.87~~$0.29 per diluted share, ~~from $13.2 million, or $0.70 per diluted share, for~~related to our ownership of two seats on the ~~corresponding period in the prior year.~~New York Stock Exchange, Inc. (“NYSE”).

EXTERNAL FACTORS IMPACTING OUR BUSINESS

Performance in the financial services industry in which we operate is highly correlated to the overall strength of economic conditions and financial market activity. Overall market conditions are a product of many factors, which are ~~mostly unpredictable and~~ beyond our ~~control.~~control and mostly unpredictable. These factors may affect the financial decisions made by investors, including their level of participation in the financial markets. In turn, these decisions may affect our business results. With respect to financial market activity, our profitability is sensitive to a variety of factors, including the volume and value of trading in securities, the volatility of the equity and fixed income markets, the level and shape of various yield curves, and the demand for investment banking services as reflected by the number and size of equity and debt financings and merger and acquisition transactions.

Factors that differentiate our business within the financial services industry also may affect our financial results. For example, our business focuses ~~primarily~~ on ~~middle market companies in~~ specific sectors such as the health care, technology, financial institutions, consumer, aircraft finance, alternative energy, business services, and industrial growth industries within the corporate sector and on health care, higher education, housing, hospitality and state and local government entities within the government/non-profit sector.industry sectors. These sectors may experience growth or downturns independently of general economic and market conditions, or may face market conditions that are disproportionately better or worse than those impacting the economy and markets generally. In either case, our business could be affected differently than overall market trends. Given the variability of the capital markets and securities businesses, our earnings may fluctuate significantly from period to period, and results of any individual period should not be considered indicative of future results.

1718

Results of Operations

FINANCIAL SUMMARY FOR THE THREE MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2006~~2007 AND ~~2005~~JUNE 30, 2006

The following table provides a summary of the results of our operations and the results of our operations as a percentage of net revenues for the periods indicated.


								Results of Operations															Results of Operations
								as a Percentage of Net															as a Percentage of Net
	Results of Operations							Revenues						Results of Operations									Revenues
	For the Three Months Ended							For the Three Months Ended						For the Three Months Ended									For the Three Months Ended
	September 30,							September 30,						June 30,									June 30,
					2006															2007
	2006		2005		v2005			2006			2005
(Amounts in thousands)
(Dollars in thousands)														2007			2006			v2006			2007			2006
Revenues:
Investment banking	$	72,107	$	73,407		(1.8	)%		62.1	%		61.1	%	$	75,597		$	63,604			18.9	%		61.7	%		60.4	%
Institutional brokerage		34,964		42,476		(17.7	)		30.1			35.3			37,174			38,157			(2.6	)		30.3			36.3
Interest		16,663		11,357		46.7			14.4			9.5			13,816			13,521			2.2			11.3			12.8
Other income		863		949		(9.1	)		0.7			0.8			406			(889	)		N/M			0.3			(0.8	)


Total revenues		124,597		128,189		(2.8	)		107.3			106.7			126,993			114,393			11.0			103.6			108.7

Interest expense		8,490		8,064		5.3			7.3			6.7			4,417			9,143			(51.7	)		3.6			8.7


Net revenues		116,107		120,125		(3.3	)		100.0			100.0			122,576			105,250			16.5			100.0			100.0


Non-interest expenses:
Compensation and benefits		69,079		72,649		(4.9	)		59.5			60.5			71,707			60,653			18.2			58.5			57.6
Occupancy and equipment		6,878		7,710		(10.8	)		5.9			6.4			8,849			6,718			31.7			7.2			6.4
Communications		5,761		5,683		1.4			5.0			4.7			5,997			5,593			7.2			4.9			5.3
Floor brokerage and clearance		3,759		3,887		(3.3	)		3.2			3.2			4,176			3,373			23.8			3.4			3.2
Marketing and business development		5,887		4,827		22.0			5.1			4.0			6,380			6,122			4.2			5.2			5.8
Outside services		6,344		5,237		21.1			5.5			4.4			9,122			6,836			33.4			7.4			6.5
Cash award program		512		1,004		(49.0	)		0.4			0.8			390			886			(56.0	)		0.3			0.8
Other operating expenses		2,838		3,319		(14.5	)		2.4			2.8			804			2,910			(72.4	)		0.7			2.8


Total non-interest expenses		101,058		104,316		(3.1	)		87.0			86.8			107,425			93,091			15.4			87.6			88.4


Income from continuing operations before tax expense		15,049		15,809		(4.8	)		13.0			13.2			15,151			12,159			24.6			12.4			11.6

Income tax expense		5,521		4,871		13.3			4.8			4.1			4,774			4,230			12.9			3.9			4.0


Net income from continuing operations		9,528		10,938		(12.9	)		8.2	%		9.1			10,377			7,929			30.9			8.5			7.6


Discontinued operations:
Income from discontinued operations, net of tax		177,085		4,210		4,106.3			N/M			3.5
Loss from discontinued operations, net of tax															(1,051	)		(3,792	)		(72.3	)		(0.9	)		(3.7	)


Net income	$	186,613	$	15,148		1,131.9	%		N/M			12.6	%	$	9,326		$	4,137			125.4	%		7.6	%		3.9	%

~~Net income for~~For the three months ended ~~September~~June 30, ~~2006, was $186.6~~2007, net income, including continuing and discontinued operations, totaled $9.3 million. Net revenues from continuing operations increased 16.5 percent to $122.6 million ~~which included $177.1~~for the second quarter of 2007. For the three months ended June 30, 2007, investment banking revenues increased 18.9 percent to $75.6 million, compared with revenues of $63.6 million in the prior-year period. This increase in investment banking revenues was attributable to higher equity and public finance underwriting activity, offset in part by lower merger and acquisition revenue. Institutional brokerage revenues decreased 2.6 percent to $37.2 million for the second quarter of 2007, compared with $38.2 million in the corresponding period in the prior year, due primarily to lower equity trading volumes. In the second quarter of 2007, net interest income ~~from discontinued operations related~~increased to $9.4 million, compared with $4.4 million in the second quarter of 2006. The increase was primarily driven by significantly reduced borrowing needs following the sale of our PCS branch ~~network. For~~network in August 2006. In the ~~three months ended September 30,~~second quarter of 2007, other income was $0.4 million, compared with a loss of $0.9 million in the prior-year period. The loss in the second quarter of 2006 ~~investment banking revenues decreased slightly to $72.1 million. Revenues from equity and debt financings were stronger than the year-ago period and were offset by~~was a result of a decline in ~~advisory services revenues, which were at record levels for us as~~the market value of one year ago. Institutional brokerage revenues decreased 17.7 percent from the prior-year period to $35.0 million as a result of decreased equity volumes and lower interest rate product revenues. For the third quarter of 2006, net interest income increased to $8.2 million, up from $3.3 million for the third quarter of 2005. In August 2006,NYSE Group, Inc. restricted shares that we ~~repaid $180 million~~received in ~~subordinated debt~~connection with ~~proceeds from~~ the sale of our two seats on the ~~PCS branch network, reducing interest expense. Additionally, we have invested the excess proceeds from the sale in short-term interest bearing instruments generating interest income. Other income~~NYSE. Non-interest expenses increased to $107.4 million for the three months ended ~~September~~June 30, ~~2006, remained flat compared~~2007, from $93.1 million in the corresponding period in the prior year. This increase was primarily attributable to ~~the prior-year period. For the three months ended September 30, 2006,~~higher compensation and benefits, occupancy and outside services expenses.

non-interest expenses from continuing operations were $101.1 million, down 3.1 percent from $104.3 million for the year-ago period. This decrease was principally the result of a decline in variable compensation and benefits expenses for the three months ended September 30, 2006, driven by lower revenues and profitability.

NON-INTEREST EXPENSES FROM CONTINUING OPERATIONS

Compensation and Benefits

- Compensation and benefits expenses, which are the largest component of our expenses, include salaries, bonuses, commissions, ~~bonuses,~~ benefits, amortization of stock-based compensation, employment taxes and other employee costs. A substantial portion of compensation expense is comprised of variable incentive arrangements, including discretionary bonuses, the amount of which fluctuates in proportion to the level of business activity, increasing with higher revenues and operating profits. Other compensation costs, primarily base salaries and benefits, are more fixed in nature. The timing of bonus payments, which generally occur in February, have a greater impact on our cash position and liquidity, than is reflected in our statements of operations.

For the three months ended ~~September~~June 30, ~~2006,~~2007, compensation and benefits expenses ~~decreased 4.9~~increased 18.2 percent to ~~$69.1~~$71.7 million, from ~~$72.6~~$60.7 million ~~for~~in the ~~prior-year~~corresponding period in 2006. This increase was due ~~primarily~~ to ~~lower~~higher variable compensation costs resulting from ~~a decline in net revenues and profitability.~~higher investment banking revenues. Compensation and benefits expenses as a percentage of net revenues ~~decreased~~increased to ~~59.5 percent, compared to 60.5~~58.5 percent for the ~~third~~second quarter of ~~2005.~~2007, compared with 57.6 percent for the second quarter of 2006.

Occupancy and Equipment

~~For~~- In the ~~three months ended September 30, 2006,~~second quarter of 2007, occupancy and equipment expenses were ~~$6.9~~$8.8 million, compared with ~~$7.7~~$6.7 million for the corresponding period in 2006. In the ~~prior-year period. The decrease was attributable~~second quarter of 2007, we incurred costs of $0.9 million to ~~prior~~relocate office space in New York City. We also made investments in technology ~~becoming fully depreciated in the first quarter of 2006. In the fourth quarter of 2006, we anticipate entering into a new lease contract related~~ to support our London office and exiting our current lease contract. As a result, we will incur expenses of approximately $1.7 million in the fourth quarter of 2006 related to payment of the remaining 2006 lease payments, early exit penalties and leasehold write-offs.growth initiatives.

Communications

- Communication expenses include costs for telecommunication and data communication, primarily consisting of ~~expense~~expenses for obtaining third-party market data information. For the ~~third quarter of 2006,~~three months ended June 30, 2007, communication expenses were ~~$5.8~~$6.0 million, ~~essentially flat when compared with~~an increase of 7.2 percent from the ~~corresponding period in the prior year.~~prior-year period. This increase was due to higher market data service expenses from obtaining expanded services and price increases.

Floor Brokerage and Clearance

- For the three months ended ~~September~~June 30, ~~2006,~~2007, floor brokerage and clearance expenses ~~declined 3.3 percent to $3.8~~were $4.2 million, ~~from~~compared with $3.4 million for the ~~same period last year as~~three months ended June 30, 2006. This increase was a result of ~~our continued efforts to reduce~~higher expenses associated with accessing electronic communication networks ~~offset~~as we increased after market support of deal-related stocks. We anticipate our floor brokerage costs to increase modestly because we have outsourced our NYSE floor trading operations. Expenses from our NYSE floor trading operations have historically been included within compensation and benefits expenses, and will be included within floor brokerage and clearance expenses in ~~part by incremental expense related to our European trading system.~~future periods.

Marketing and Business Development

- Marketing and business development expenses include travel and entertainment ~~postage, supplies~~ and promotional and advertising costs. ~~For~~In the ~~third~~second quarter of ~~2006,~~2007, marketing and business development expenses increased ~~22.0 percent~~ to ~~$5.9~~$6.4 million, compared with ~~$4.8~~$6.1 million ~~for~~in the ~~third~~second quarter of ~~2005. This~~2006. The increase was ~~driven by deal-related~~due to higher travel expenses and ~~entertainment expense from higher equity financing activity in the third quarter of 2006.~~increased supply costs.

Outside Services

- Outside services expenses include securities processing expenses, outsourced technology ~~and operations~~ functions, outside legal fees and other professional fees. ~~For the three months ended September 30, 2006, outside~~Outside services expenses increased to ~~$6.3 million, compared with $5.2~~$9.1 million in the second quarter of 2007, compared with $6.8 million for the prior-year period, an increase of 33.4 percent. This increase was due to services associated with our equity trading system being bundled and provided by a single vendor. Previously, these services were provided by multiple vendors and were recorded in communications, floor brokerage and clearance and outside services. In addition, we incurred increased professional fees expenses related to ~~recruitment~~the implementation of a new back-office system to support our capital markets ~~personnel.~~business and higher outside legal fees. We anticipate incurring additional expenses in the third quarter of 2007 related to the implementation of the new back-office system.

Other Operating Expenses

- Other operating expenses include insurance costs, license and registration fees, expenses related to our charitable giving program, amortization onof intangible assets and litigation-related expenses, which consist of the amounts we reserve and/or pay out related to legal and regulatory matters. ~~For the three months ended September 30, 2006, other~~Other operating expenses decreased ~~14.5 percent~~ to ~~$2.8~~$0.8 million in the second quarter of 2007, compared with ~~the prior-year period~~$2.9 million in second quarter of 2006, primarily due to a decline in litigation-related ~~charges.~~expenses.

Income Taxes

- For the three months ended ~~September~~June 30, 2007, our provision for income taxes from continuing operations was $4.8 million, equating to an effective tax rate of 31.5 percent. For the three months ended June 30, 2006, income taxes from continuing operations were ~~$5.5~~$4.2 million, equating to an effective tax rate of ~~36.7 percent, compared with an income tax expense of $4.9 million and an~~34.8 percent. The decreased effective tax rate ~~of 30.8 percent, for the corresponding period in 2005. The~~was attributable to an increase ~~in our effective tax rate from the prior-year period is primarily due to a decrease~~ in the ratio of municipal interest income, which is non-taxable, to total taxable ~~income~~.income.

NET REVENUES FROM CONTINUING OPERATIONS (DETAIL)


	For the Three Months Ended								For the Three Months Ended
	September 30,					2006			June 30,					2007 vs.
*(Dollars in thousands)*	2006		2005			v2005			2007		2006			2006
Net revenues:
Institutional sales and trading
Fixed income	$	14,723	$	15,616			(5.7	)%
Investment banking
Financing
Equities		28,591		32,455			(11.9	)	$	40,801	$	26,967			51.3	%

Total institutional sales and trading		43,314		48,071			(9.9	)
Investment banking
Underwriting
Fixed income		18,920		15,809			19.7
Equities		27,792		18,166			53.0
Debt										25,247		20,272			24.5
Advisory services		25,395		39,432			(35.6	)		11,706		17,934			(34.7	)

Total investment banking		72,107		73,407			(1.8	)		77,754		65,173			19.3

Institutional sales and trading
Equities										28,013		30,800			(9.0	)
Fixed income										16,036		12,890			24.4

Total institutional sales and trading										44,049		43,690			0.8

Other income		686		(1,353	)		N/M			773		(3,613	)		N/M


Total net revenues	$	116,107	$	120,125			(3.3	)%	$	122,576	$	105,250			16.5	%

~~N/M —Not~~
N/M — Not Meaningful
     Investment banking revenues comprise all the revenues generated through financing and advisory services activities including derivative activities that relate to debt financing. To assess the profitability of investment banking, we aggregate investment banking fees with the net interest income or expense associated with these activities.
     For the three months ended ~~September~~June 30, ~~2006, net~~2007, investment banking revenues ~~were $116.1~~increased 19.3 percent to $77.8 million, ~~down 3.3 percent~~ compared with $65.2 million in the corresponding period in the prior year. Equity financing revenues increased 51.3 percent to $40.8 million in the second quarter of 2007, due to the completion of a higher number of public equity offerings with higher average revenue per transaction. In the second quarter of 2007, we completed 34 equity financings, raising $4.5 billion in capital, compared with 25 equity financings, raising $3.2 billion in capital, in the prior-year period. Debt financing revenues in the second quarter of 2007 increased 24.5 percent to $25.2 million driven by increased public finance activity. We were the sole underwriter of 138 municipal issues with a par value of $2.2 billion during the second quarter of 2007, compared with 125 municipal issues with a par value of $1.7 billion in the prior-year period. Advisory services revenues decreased 34.7 percent to $11.7 million in the second quarter of 2007, as we completed fewer merger and acquisition transactions and average revenues per transaction declined. We completed 7 mergers and acquisitions transactions during the second quarter of 2007, compared with 11 mergers and acquisitions transactions in the prior-year period.
     Institutional sales and trading revenues comprise all the revenues generated through trading activities, which consist primarily ~~the facilitation~~ of facilitating customer trades. To assess the profitability of institutional sales and trading activities, we aggregate institutional brokerage revenues with the net interest income or expense associated with financing, economically hedging and holding long or short inventory positions. Our results ~~in the sales and trading area~~may vary from quarter to quarter ~~with~~as a result of changes in trading margins, trading gains and losses, net interest spreads, trading volumes and the timing of transactions ~~as a result of~~based on market opportunities. Increased price transparency in the fixed income market, pressure from institutional clients in the equity market to reduce commissions and the use of alternative trading systems in the equity market have put pressure on trading margins. We expect this pressure to continue.
2021

For the three months ended ~~September~~June 30, ~~2006,~~2007, institutional sales and trading revenues were ~~$43.3~~$44.0 million ~~a decrease of 9.9~~or essentially flat to the prior-year period. Equity institutional sales and trading revenue decreased 9.0 percent ~~compared with $48.1 million recorded~~ in the ~~prior-year period.~~second quarter of 2007, to $28.0 million due to lower volumes. Partially offsetting this decrease was incremental sales and trading revenue from our European sales and trading operations. Fixed income institutional sales and trading revenues ~~decreased 5.7~~increased 24.4 percent to ~~$14.7~~$16.0 million ~~for~~in the second quarter of 2007 due primarily to stronger high yield and structured products revenues.

Other income/loss includes gains and losses from investments in private equity and venture capital funds as well as other firm investments and management fees from our private capital business. In addition, other income/loss included interest expense from our subordinated debt prior to its repayment in August 2006. In the second quarter of 2007, other income totaled $0.8 million, compared with a loss of $3.6 million in the three months ended September 30, 2006, compared with $15.6 million for the corresponding period in 2005. This decrease was due primarily to a decline in sales of interest rate products, offset in part by higher revenues from high-yield and structured products. Equity institutional sales and trading revenue decreased 11.9 percent for the three months ended September 30, 2006, to $28.6 million. This decline compared to the prior-year period was primarily driven by lower volumes, offset in part by increased revenues from algorithmic and program trading (“APT”) and convertibles.

In the third quarter of 2006, investment banking revenues decreased slightly to $72.1 million. Advisory services revenues decreased 35.6 percent to $25.4 million for the three months ended September 30, 2006, compared to record high advisory services revenues in the third quarter of 2005. Partially offsetting this decrease was higher fixed income and equity financing revenues. Fixed income financing revenues increased 19.7 percent to $18.9 million. The increased revenues compared to the prior-year period are due to stronger public finance revenues, resulting principally from higher average revenues per transaction. We completed 111 public finance issues with a par value of $1.5 billion during the third quarter of 2006, compared with 107 issues with a par value of $1.5 billion during the third quarter of 2005. Equity financing revenues increased 53.0 percent to $27.8 million for the three months ended SeptemberJune 30, 2006. ~~Consistent with the industry, we completed fewer equity financing transactions; however, our revenues increased~~The fluctuation is a result of two factors. First, in the third quarter of 2006, ~~when compared with~~we repaid $180 million in subordinated debt, resulting in lower interest expense in the ~~prior-year period~~second quarter of 2007. Second, in the second quarter of 2006, we recognized a loss due to ~~higher average revenues per transaction. During~~a decline in the ~~three months ended September 30, 2006,~~market value of NYSE Group, Inc. restricted shares that we ~~completed 17 equity financings (8 lead-managed), raising $1.9 billion in capital for~~received from the sale of our ~~clients, compared with 21 equity financings (7 lead-managed), raising $2.2 billion in capital, during~~two seats on the ~~three months ended September 30, 2005.~~NYSE.

DISCONTINUED OPERATIONS

Discontinued operations include the operating results of our PCS business ~~the gain on sale of the PCS branch network,~~ and restructuring ~~and transaction~~ costs. The sale of the PCS branch network to UBS closed on August 11, 2006.

~~For~~Our PCS retail brokerage business provided financial advice and a wide range of financial products and services to individual investors through a network of approximately 90 branch offices. Revenues were generated primarily through the ~~three months ended September 30, 2006,~~receipt of commissions earned on equity and fixed income transactions and for distribution of mutual funds and annuities, fees earned on fee-based client accounts and net interest from customers’ margin loan balances.

In the second quarter of 2007, discontinued operations recorded a net loss of ~~tax, was $177.1 million.~~$1.1 million that included costs related to decommissioning a retail-oriented back-office system, PCS litigation-related expenses and restructuring charges. We expect to incur additional costs in the third quarter of 2007 related to decommissioning the retail-oriented back-office system. In addition, we may incur discontinued operations expense or income related to changes in litigation reserve estimates for retained PCS litigation matters and for changes in estimates to occupancy and severance restructuring charges. See Note 144 to our unaudited consolidated financial statements for further discussion of our discontinued operations.

In connection with the sale of our PCS branch network, we implemented a plan to significantly restructure our support infrastructure. We recorded $40.7 million in pre-tax restructuring costs during the third quarter of 2006. We expect to incur additional costs during the fourth quarter of 2006 related to severance benefits, contract termination costs and other business expenses.

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FINANCIAL SUMMARY FOR THE ~~NINE~~SIX MONTHS ENDED ~~SEPTEMBER~~JUNE 30, ~~2006~~2007 AND ~~2005~~2006

The following table provides a summary of the results of our operations and the results of our operations as a percentage of net revenues for the periods indicated.


								Results of Operations														Results of Operations
								as a Percentage of Net														as a Percentage of Net
	Results of Operations							Revenues						Results of Operations								Revenues
	For the Nine Months Ended							For the Nine Months Ended						For the Six Months Ended								For the Six Months Ended
	September 30,							September 30,						June 30,								June 30,
					2006														2007
(Dollars in thousands)														2007			2006		v2006			2007			2006
	2006		2005		v2005			2006			2005
(Amounts in thousands)
Revenues:
Investment banking	$	203,107	$	169,909		19.5	%		57.0	%		56.1	%	$	159,330		$	134,085		18.8	%		61.4	%		55.8	%
Institutional brokerage		122,136		121,699		0.4			34.3			40.2			79,102			82,818		(4.5	)		30.5			34.5
Interest		44,728		32,015		39.7			12.5			10.6			31,226			28,206		10.7			12.0			11.7
Other income		12,131		2,403		404.8			3.4			0.8			987			12,396		(92.0	)		0.4			5.2


Total revenues		382,102		326,026		17.2			107.2			107.7			270,645			257,505		5.1			104.3			107.2

Interest expense		25,786		23,332		10.5			7.2			7.7			11,119			17,296		(35.7	)		4.3			7.2


Net revenues		356,316		302,694		17.7			100.0			100.0			259,526			240,209		8.0			100.0			100.0


Non-interest expenses:
Compensation and benefits		202,656		177,262		14.3			56.9			58.6			151,823			133,577		13.7			58.5			55.6
Occupancy and equipment		21,705		22,912		(5.3	)		6.1			7.6			16,571			14,827		11.8			6.4			6.2
Communications		16,737		18,081		(7.4	)		4.7			6.0			12,256			10,976		11.7			4.7			4.6
Floor brokerage and clearance		9,807		11,336		(13.5	)		2.7			3.7			7,691			6,048		27.2			3.0			2.5
Marketing and business development		17,188		15,793		8.8			4.8			5.2			12,061			11,301		6.7			4.7			4.7
Outside services		19,472		16,911		15.1			5.5			5.6			16,439			13,128		25.2			6.3			5.5
Cash award program		2,673		3,201		(16.5	)		0.8			1.1			746			2,161		(65.5	)		0.3			0.9
Restructuring-related expense		—		8,595		N/M			—			2.8
Other operating expenses		10,185		9,516		7.0			2.8			3.1			4,204			7,347		(42.8	)		1.6			3.0


Total non-interest expenses		300,423		283,607		5.9			84.3			93.7			221,791			199,365		11.2			85.5			83.0


Income from continuing operations before tax expense		55,893		19,087		192.8			15.7			6.3			37,735			40,844		(7.6	)		14.5			17.0

Income tax expense		19,730		5,854		237.0			5.6			1.9			12,636			14,209		(11.1	)		4.8			5.9


Net income from continuing operations		36,163		13,233		173.3			10.1			4.4			25,099			26,635		(5.8	)		9.7			11.1


Discontinued operations:
Income from discontinued operations, net of tax		178,444		10,487		1,601.6			50.1			3.4
Income/(loss) from discontinued operations, net of tax															(2,355	)		1,359		N/M			(0.9	)		0.6


Net Income	$	214,607	$	23,720		804.8	%		60.2	%		7.8	%
Net income														$	22,744		$	27,994		(18.8	)%		8.8	%		11.7	%

NON-INTEREST EXPENSES FROM CONTINUING OPERATIONS

~~Communications~~Outside Services –

~~Communication~~Outside services expenses ~~include costs~~increased 25.2 percent to $16.4 million for ~~telecommunication and data communication, primarily consisting of expense~~the six months ended June 30, 2007, compared with $13.1 million for ~~obtaining third-party market data information. For the first nine months of 2006, communication expenses were $16.7 million, down 7.4 percent from the corresponding period in 2005. The decrease~~year-ago period. This increase was due to higher outside legal fees and increased trading system expense related to volume increases in our European business. In addition, we incurred costs ~~savings~~ associated with implementing a ~~change~~new back-office system to support our capital markets business. We anticipate incurring additional implementation costs in ~~vendors related to our equity trading system and a portion of these costs now being recorded within outside services.~~

~~Restructuring-Related Expense~~

In the third quarter of 2005, we implemented certain expense reduction measures as a means to better align our cost infrastructure with our revenues. This resulted in a pre-tax restructuring charge of $8.6 million, consisting of $4.9 million in severance benefits and $3.7 million related to the reduction of office space.2007.

~~Other Operating Expenses~~

Other operating expenses include insurance costs, license and registration fees, expenses related to our charitable giving program, amortization on intangible assets and litigation-related expenses, which consist of the amounts we reserve and/or pay out related to legal and regulatory matters. For the nine months ended September 30, 2006, other operating expenses increased to $10.2 million, compared with $9.5 million for the year-ago period. The increase of 7.0 percent was primarily a result of increased charitable giving expenses, offset in part by a reduction in litigation-related expenses.

NET REVENUES FROM CONTINUING OPERATIONS (DETAIL)

For the Nine Months Ended
September 30, 2006
(Dollars in thousands) 2006 2005 v2005
Net revenues:

Institutional sales and trading
Fixed income $ 53,959 $ 47,275 14.1 %
Equities 92,880 89,322 4.0

Total institutional sales and trading
146,839 136,597 7.5
Investment banking
Underwriting
Fixed income 50,347 47,199 6.7
Equities 83,483 55,464 50.5
Advisory services 69,277 67,246 3.0

Total investment banking
203,107 169,909 19.5
Other income
6,370 (3,812 ) N/M

Total net revenues
$ 356,316 $ 302,694 17.7 %


~~N/M —Not Meaningful~~

~~For the nine months ended September 30, 2006, net revenues were $356.3 million, up 17.7 percent compared with the corresponding period in the prior year.~~

Institutional sales and trading revenues comprise all the revenues generated through trading activities, primarily the facilitation of customer trades. To assess the profitability of institutional sales and trading activities, we aggregate institutional brokerage revenues with the net interest income or expense associated with financing, economically hedging and holding long or short inventory positions. Our results in the sales and trading area vary from quarter to quarter with changes in trading margins, trading volumes and the timing of transactions as a result of market opportunities. Increased price transparency in the fixed income market, pressure from institutional clients in the equity market to reduce commissions and the use of alternative trading systems in the equity market have put pressure on trading margins. We expect this pressure to continue.

For the Six Months Ended
June 30, 2007 vs.
(Dollars in thousands) 2007 2006 2006

Net revenues:

Investment banking
Financing
Equities $ 81,511 $ 59,754 36.4 %
Debt 45,273 36,725 23.3
Advisory services 36,582 40,525 (9.7 )

Total investment banking
163,366 137,004 19.2

Institutional sales and trading
Equities 59,123 62,961 (6.1 )
Fixed income 35,169 33,063 6.4

Total institutional sales and trading
94,292 96,024 (1.8 )

Other income
1,868 7,181 (74.0 )

Total net revenues
$ 259,526 $ 240,209 8.0 %

For the ~~nine~~first six months of 2007, investment banking revenues increased 19.2 percent to $163.4 million, compared with $137.0 million in the first six months of 2006. Equity financing revenues increased 36.4 percent to $81.5 million for the six months ended ~~September~~June 30, ~~2006,~~2007. This increase was due to a higher number of completed transactions and increased revenue per transaction. During the six months ended June 30, 2007, we completed 59 equity financings, raising $8.1 billion in capital, compared with 54 equity offerings, raising $7.5 billion in capital, during the six months ended June 30, 2006. Debt financing revenues for the six months ended June 30, 2007 increased 23.3 percent to $45.3 million, compared with the year-ago period. This increase resulted from increased corporate debt and public finance revenues. We were the sole underwriter of 232 public finance issues with a par value of $3.8 billion in the first six months of 2007, compared with 215 public finance issues with a par valued of $3.1 billion in the prior-year period. Advisory services revenues decreased 9.7 percent to $36.6 million for the six months ended June 30, 2007 due to a decline in U.S. merger and acquisition revenues. We completed 16 U.S. mergers and acquisitions transactions for the first six months of 2007, compared with 23 deals for the first six months of 2006.

For the six months ended June 30, 2007, institutional sales and trading revenues ~~increased 7.5 percent~~were down slightly compared to ~~$146.8 million, compared with $136.6 million for~~ the prior-year period. Fixed income institutional sales and trading revenues increased 14.1 percent to $54.0 million for the nine months ended September 30, 2006, compared with $47.3 million for the corresponding period in 2005. We were able to improve year-over-year performance through higher cash sales and trading and increased high-yield and structured product revenues, offset in part by lower interest rate product revenues. Equity institutional sales and trading revenue ~~increased 4.0~~decreased 6.1 percent for the ~~nine~~six months ended ~~September~~June 30, ~~2006,~~2007, to ~~$92.9 million~~$59.1 million. This decline is due to ~~incremental sales and trading revenue related to our European expansion and increased revenues from APT and convertibles partially offset by decreased revenues from~~ lower volumes and pressure by institutional clients to reduce ~~commissions.~~

~~For the first nine months of 2006, investment banking~~commissions in our traditional equity sales and trading business. Partially offsetting this decrease is incremental sales and trading revenue from European sales and trading operations. Fixed income institutional sales and trading revenues increased ~~19.5~~6.4 percent to ~~$203.1 million, compared with $169.9 million in the first nine months of 2005. Equity underwriting revenues increased 50.5 percent to $83.5~~$35.2 million for the ~~nine~~six months ended ~~September~~June 30, ~~2006, which was due to more completed transactions. During the nine months ended September 30, 2006, we completed 68 equity offerings, raising $8.8 billion in capital for our clients,~~2007, compared with 56 equity offerings, raising $6.8 billion in capital, during the nine months ended September 30, 2005. Fixed income underwriting revenues for the nine months ended September 30, 2006 increased 6.7 percent to $50.3 million. The increase was driven by higher public finance revenues, as an increase in average revenue per transaction more than offset fewer completed transactions. Advisory services revenues increased 3.0 percent to $69.3$33.1 million for the ~~nine months ended September 30, 2006, as higher average revenues per transaction offset the decline~~corresponding period in ~~completed transactions.~~2006. We ~~completed 31 mergers~~were able to improve year-over-year performance through increased high-yield and ~~acquisitions transactions valued at $5.1 billion for the first nine months of 2006, compared with 35 deals valued at $6.2 billion for the first nine months of 2005.~~structured product revenues.

DISCONTINUED OPERATIONS

In the second half of 2007, discontinued operations recorded a net loss of $2.4 million. The underlying reasons for ~~fluctuations in~~costs recorded to discontinued operations ~~between~~for the ~~nine~~six months ended ~~September~~June 30, ~~2006 and 2005~~2007 are substantially the same as those described in the ~~comparative~~ discussion for the three months ended ~~September~~June 30, ~~2006 and 2005.~~2007.

Recent Accounting Pronouncements

Recent accounting pronouncements are set forth in Note 3 to our unaudited consolidated financial statements and are incorporated herein by reference.

Critical Accounting Policies

Our accounting and reporting policies comply with ~~GAAP~~generally accepted accounting principles (“GAAP”) and conform to practices within the securities industry. The preparation of financial statements in compliance with GAAP and industry practices ~~require~~requires us to make estimates and assumptions that could materially affect amounts reported in our consolidated financial statements. Critical accounting policies are those policies that we believe to be the most important to the portrayal of our financial condition and results of operations and that require us to make estimates that are difficult, subjective or complex. Most accounting policies are not considered by us to be critical accounting policies. Several factors are considered in determining whether or not a policy is critical, including ~~among others,~~ whether the estimates are significant to the consolidated financial statements taken as a whole, the nature of the estimates, the ability to readily validate the estimates with other information ~~including~~(e.g. third-party or independent ~~sources,~~sources), the sensitivity of the estimates to changes in economic conditions and whether alternative accounting methods may be used under GAAP.

For a full description of our significant accounting policies, see Note 2 to our consolidated financial statements included in our Annual Report ~~to Shareholders~~ on Form 10-K for the ~~year ended~~year-ended December 31, ~~2005.~~2006. We believe that of our significant accounting policies, the following are our critical accounting ~~policies:~~policies.

VALUATION OF FINANCIAL INSTRUMENTS

Trading securities owned, trading securities owned and pledged as collateral, and trading securities sold, but not yet purchased, on our consolidated statements of financial condition consist of financial instruments recorded at fair value. Unrealized gains and losses related to these financial instruments are reflected on our consolidated statements of operations.

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. When available, we use observable market prices, observable market parameters, or broker or dealer prices (bid and ask prices) to derive the fair value of the instrument. In the case of financial instruments transacted on recognized exchanges, the observable market prices represent quotations for completed transactions from the exchange on which the financial instrument is principally traded. Bid prices represent the highest price a buyer is willing to pay for a financial instrument at a particular time. Ask prices represent the lowest price a seller is willing to accept for a financial instrument at a particular time.

A substantial percentage of the fair value of our trading securities owned, trading securities owned and pledged as collateral, and trading securities sold, but not yet purchased, are based on observable market prices, observable market parameters, or derived from broker or dealer prices. The availability of observable market prices and pricing parameters can vary from product to product. Where available, observable market prices and pricing or market parameters in a product may be used to derive a price without requiring significant judgment. In certain markets, observable market prices or market parameters are not available for all products, and fair value is determined using techniques appropriate for each particular product. These techniques involve some degree of judgment.

For investments in illiquid or privately held securities that do not have readily determinable fair values, the determination of fair value requires us to estimate the value of the securities using the best information available. Among the factors considered by us in determining the fair value of financial instruments are the cost, terms and liquidity of the investment, the financial condition and operating results of the issuer, the quoted market price of publicly traded securities with similar quality and yield, and other factors generally pertinent to the valuation of investments. In instances where a security is subject to transfer restrictions, the value of the security is based primarily on the quoted price of a similar security without restriction but may be reduced by an amount estimated to reflect such restrictions. In addition, even where the value of a security is derived from an independent source, certain assumptions may be required to determine the security’s fair value. For instance, we assume that the size of positions in securities that we hold would not be large enough to affect the quoted price of the securities if we sell them, and that any such sale would happen in an orderly manner. The actual value realized upon disposition could be different from the currently estimated fair value.

business segments. These multiples may be adjusted to consider competitive differences including size, operating leverage and other factors. We determine the carrying amount of an operating segment based on the capital required to support the segment’s activities, including its tangible and intangible assets. The determination of a segment’s capital allocation requires management judgment and considers many factors, including the regulatory capital requirements and tangible capital ratios of comparable public companies in relevant industry sectors. In certain circumstances, we may engage a third party to validate independently our assessment of the fair value of our operating segments. If during any future period it is determined that an impairment exists, the results of operations in that period could be materially adversely affected.

STOCK-BASED COMPENSATION

As part of our compensation to employees and directors, we use stock-based compensation, consisting of stock options and restricted stock. ~~Effective~~Prior to January 1, ~~2004,~~2006, we elected to account for stock-based employee compensation on a prospective basis under the fair value method, as prescribed by Statement of Financial Accounting Standards No. 123, “Accounting and Disclosure of Stock-Based Compensation,” and as amended by Statement of Financial Accounting Standards No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure.” The fair value method ~~requires~~required stock based compensation to be expensed in the consolidated statement of operations at their fair value.

Effective January 1, 2006, we adopted the provisions of Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment,” (“SFAS 123(R)”), ~~“Share-Based Payment~~,” using the modified prospective transition method. SFAS 123(R) requires all stock-based compensation to be expensed in the consolidated statement of operations at fair value, net of estimated forfeitures. Because we ~~have~~had historically expensed all equity awards based on the fair value method, net of estimated forfeitures, SFAS 123(R) did not have a material effect on our measurement or recognition methods for stock-based compensation.

Compensation paid to employees in the form of stock options or restricted stock is generally amortized on a straight-line basis over the required service period of the award, which is typically three years, and is included in our results of operations as compensation expense, net of estimated forfeitures. The majority of our restricted stock grants provide for continued vesting after termination, ~~providing~~provided the employee does not violate ~~non-competition and~~ certain ~~other~~ post-termination restrictions as set forth in the award agreements. We consider the required service period to be the greater of the vesting period or the ~~non-competition~~post-termination restricted period. We believe that our non-competition restrictions meet the SFAS 123(R) definition of a substantive service requirement.

Stock-based compensation granted to our non-employee directors is in the form of common shares of Piper Jaffray Companies stock and/or stock options. Stock-based compensation paid to directors is immediately vested (i.e., there is no continuing service requirement) and is included in our results of operations as outside services expense as of the date of grant.

In determining the estimated fair value of stock options, we use the Black-Scholes option-pricing model. This model requires management to exercise judgment with respect to certain assumptions, including the expected dividend yield, the expected volatility, and the expected life of the options. The expected dividend yield assumption is based on the assumed dividend payout over the expected life of the option. The expected volatility assumption for grants subsequent to December 31, 2006 is based on a combination of our historical data and industry comparisons, as we have limited information on which to base our volatility estimates because we have only been a public company since the beginning of 2004. The expected volatility assumption for grants prior to December 31, 2006 were based solely on industry comparisons. The expected life of options assumption is based on the average of the following two factors: 1) industry ~~comparisons;~~comparisons and 2) the guidance provided by the SEC in Staff Accounting Bulletin No. 107 (“SAB 107”). SAB 107 allowed the use of an “acceptable” methodology under which we can take the midpoint of the vesting date and the full contractual term. We believe our approach for calculating an expected life to be an appropriate method in light of the ~~lack of any~~limited historical data regarding employee exercise behavior or employee post-termination behavior. Additional information regarding assumptions used in the Black-Scholes pricing model can be found in Note 1216 to our unaudited consolidated financial statements.

Under the terms of our separation and distribution agreement with U.S. Bancorp and ancillary agreements entered into in connection with the spin-off in December 2003, we generally are responsible for all liabilities relating to our business, including those liabilities relating to our business while it was operated as a segment of U.S. Bancorp under the supervision of its management and board of directors and while our employees were employees of U.S. Bancorp servicing our business. Similarly, U.S. Bancorp generally is responsible for all liabilities relating to the businesses U.S. Bancorp retained. However, in addition to our established reserves, U.S. Bancorp agreed to indemnify us in an amount up to $17.5 million for losses that result from certain matters, primarily third-party claims relating to research analyst independence. U.S. Bancorp has the right to terminate this indemnification obligation in the event of a change in control of our company. As of ~~September~~June 30, ~~2006,~~2007, approximately $13.2 million of the indemnification remained available.

As part of our asset purchase agreement with UBS, for the sale of our PCS branch network that closed in August 2006, UBS agreed to assume certain liabilities of the PCS business, including certain liabilities and obligations arising from litigation, arbitration, customer complaints and other claims related to the PCS business. In certain cases we have agreed to indemnify UBS for litigation matters after UBS has incurred costs of $6.0 million related to these matters. In addition, we have retained liabilities arising from regulatory matters and certain litigation relating to the PCS business prior to the sale.

Subject to the foregoing, we believe, based on our current knowledge, after appropriate consultation with outside legal counsel and after taking into account our established reserves, ~~and~~ the U.S. Bancorp indemnity agreement and the assumption by UBS of certain liabilities of the PCS business, that pending litigation, arbitration and regulatory proceedings will be resolved with no material adverse effect on our financial condition. However, if, during any period, a potential adverse contingency should become probable or resolved for an amount in excess of the established reserves and indemnification and assumption obligations, the results of operations in that period could be materially adversely affected.

Liquidity and Capital Resources

Liquidity is of critical importance to us given the nature of our business. Insufficient liquidity resulting from adverse circumstances contributes to, and may be the cause of, financial institution failure. Accordingly, we regularly monitor our liquidity position, including our cash and net capital positions, and we have implemented a liquidity strategy designed to enable our business to continue to operate even under adverse circumstances, although there can be no assurance that our strategy will be successful under all circumstances.

We have a liquid balance sheet. Most of our assets consist of cash and assets readily convertible into cash. Securities inventories are stated at fair value and are generally readily marketable. Receivables and payables with customers and brokers and dealers usually settle within a few days. As part of our liquidity strategy, we emphasize diversification of funding sources. We utilize a mix of funding sources and, to the extent possible, maximize our lower-cost financing ~~associated with repurchase agreements.~~alternatives. Our assets are financed by our cash flows from operations, equity capital, bank lines of credit and proceeds from securities sold under agreements to repurchase. The fluctuations in cash flows from financing activities are directly related to daily operating activities from our various ~~businesses~~.businesses.

A significant component of our employees’ compensation is paid in an annual discretionary bonus. The timing of these bonus payments, which generally are paid in February, has a significant impact on our cash position and liquidity when paid.

We currently do not pay cash dividends on our common stock.

On ~~August 11, 2006,~~April 13, 2007, we ~~closed~~announced the ~~sale~~signing of ~~our PCS branch network~~a definitive agreement to acquire FAMCO, a St. Louis-based investment management firm. The purchase price under the agreement is approximately $66.0 million in cash upon closing and ~~certain related assets~~future cash consideration based on financial performance of FAMCO in each of the 2008, 2009 and 2010 calendar years. We currently expect the transaction to ~~UBS. We received proceeds of approximately $500 million for our branch network and $250 million for certain other assets, consisting primarily of customer margin loans. During~~close late in the third quarter of ~~2006,~~2007. We anticipate funding the purchase of FAMCO through existing funding sources.

On July 3, 2007, we ~~utilized these proceeds~~entered into a definitive agreement to ~~repay~~purchase all equity interests in Goldbond, an investment bank and financial services company based in Hong Kong. The purchase price under the agreement is $51.3 million, all of which will be paid in cash at the time of closing except $4.1 million to be paid in our ~~$180 million~~restricted stock. The purchase price is subject to adjustment based on an audit of Goldbond’s consolidated net asset value as of March 31, 2007. We currently expect the transaction to close late in ~~subordinated debt outstanding, repurchase 1.6 million in common shares through an accelerated share repurchase agreement for an aggregate price~~the third quarter of ~~$100 million, repaid stock loan liabilities and reduced securities sold under agreements to repurchase.~~2007. We anticipate ~~paying approximately $165 million in income tax liabilities related to~~funding the ~~gain on the sale~~purchase of ~~our PCS branch network in the fourth quarter of 2006.~~Goldbond through existing funding sources.

In connection with the sale of our PCS branch network on August 14, 2006, our board of directors authorized the repurchase of up to $180 million in common shares through December 31, 2007. ~~Following our~~We executed an accelerated share repurchase ~~we have $80 million of share repurchase authorization remaining, and we expect to conduct open market share purchases~~ under this authorization ~~through December 31, 2007.~~in the amount of $100 million during 2006. In the first quarter of 2007, we repurchased $10 million in common shares. During the second quarter of 2007, we did not repurchase any shares of outstanding common stock under this authorization due to the pending Goldbond announcement. We have $70.0 million remaining under authorization.

FUNDING SOURCES

We have available discretionary short-term financing on both a secured and unsecured basis. Secured financing is obtained through the use of repurchase agreements and secured bank loans. Bank loans and repurchase agreements are typically collateralized by the firm’s securities inventory. Short-term funding is generally obtained at rates based upon the federal funds rate.

To finance customer receivables we utilized an average of $4$5 million in short-term bank loans and an average of ~~$81~~$1 million in securities lending arrangements in the ~~third~~second quarter of ~~2006.~~2007. This compares to an average of ~~$16~~$35 million in short-term bank loans and ~~$248~~an average of $224 million in ~~average~~ securities lending arrangements in the ~~third~~second quarter of ~~2005.~~2006. The reduction in customer receivable financing from the second quarter of 2006 to the second quarter of 2007 was due to the sale of the PCS branch network and the related customer margin loans, which were financed in large part by securities lending arrangements. Average net repurchase agreements (excluding economic hedges) of ~~$56~~$113 million and ~~$220~~$120 million in the ~~third~~second quarter of ~~2006~~2007 and ~~the third quarter of 2005,~~2006, respectively, were primarily used to finance inventory. The reduction in average short-term bank loans, securities lending arrangements and average net repurchase agreements during the third quarter of 2006 was due to the receipt of approximately $750 million in proceeds from the sale of our PCS branch network. Growth in our securities inventory is generally financed through repurchase ~~agreements or securities lending.~~agreements. Bank financing supplements ~~these sources~~repurchase agreement financing as necessary. On ~~September~~June 30, ~~2006,~~2007, we had ~~$50~~$33 million in outstanding in short-term bank financing.

As of ~~September~~June 30, ~~2006,~~2007, we had uncommitted credit agreements with banks totaling $675 million, ~~comprising~~comprised of $555 million in discretionary secured lines and $120 million in discretionary unsecured lines. We have been able to obtain necessary short-term borrowings in the past and believe we will continue to be able to do so in the future. We also have established arrangements to obtain financing using as collateral our securities held by our clearing bank or by another broker dealer at the end of each business day.

~~On August 15, 2006, we utilized proceeds from the sale of our PCS branch network to pay in full our $180 million subordinated loan with U.S. Bancorp.~~

CONTRACTUAL OBLIGATIONS

~~The following table provides a summary of our~~Our contractual obligations ~~as of September 30, 2006:~~

2007 2009 2011
4th quarter through through and
(Dollars in millions) 2006 2008 2010 thereafter Total
Operating leases $ 3.2 $ 25.5 $ 26.2 $ 39.3 $ 94.2
Cash award program 0.3 1.5 — — 1.8
Venture fund commitments (a) — — — — 7.2


~~(a)~~		~~The venture fund commitments have no specified call dates. The timing of capital calls is based on market conditions and investment opportunities.~~

~~As of September 30, 2006,~~have not materially changed from those reported in our ~~minimum lease commitments~~Annual Report to Shareholders on Form 10-K for non-cancelable office space leases were $94.2 million. Certain leases have renewal options and clauses for escalation and operation cost adjustments. We have commitments to invest an additional $7.2 million in venture capital funds.the year ended December 31, 2006.

CAPITAL REQUIREMENTS

As a registered broker dealer and member firm of the NYSE, our broker dealer subsidiary is subject to the uniform net capital rule of the SEC and the net capital rule of the NYSE. We have elected to use the alternative method permitted by the uniform net capital rule, which requires that we maintain minimum net capital of the greater of $1.0 million or 2 percent of aggregate debit balances arising from customer transactions, as this is defined in the rule. The NYSE may prohibit a member firm from expanding its business or paying dividends if resulting net capital would be less than 5 percent of aggregate debit balances. Advances to affiliates, repayment of subordinated liabilities, dividend payments and other equity withdrawals are subject to certain notification and other provisions of the uniform net capital rule and the net capital rule of the NYSE. We expect that these provisions will not impact our ability to meet current and future obligations. In addition, we are subject to certain notification requirements related to withdrawals of excess net capital from our broker dealer subsidiary. ~~Our broker dealer subsidiary is also registered with the Commodity Futures Trading Commission (“CFTC”) and therefore is subject to CFTC regulations.~~ Piper Jaffray Ltd., our registered United Kingdom broker dealer subsidiary, is subject to the capital requirements of the U.K. Financial Services Authority.

At ~~September~~June 30, ~~2006,~~2007, net capital under the SEC’s Uniform Net Capital Rule was ~~$370.6~~$357.9 million ~~or 280.2 percent of aggregate debit balances,~~ and ~~$367.9~~$356.1 million in excess of the minimum required net capital.

Off-Balance Sheet Arrangements

We enter into various types of off-balance sheet arrangements in the ordinary course of business. We hold retained interests in non-consolidated entities, incur obligations to commit capital to non-consolidated entities, enter into derivative transactions, enter into non-derivative guarantees, commit to short-term “bridge loan” financing for our clients and enter into other off-balance sheet arrangements.

We enter into arrangements with special-purpose entities (“SPEs”), also known as variable interest entities. SPEs are corporations, trusts or partnerships that are established for a limited purpose. SPEs, by their nature, generally are not controlled by their equity owners, as the establishing documents govern all material decisions. Our primary involvement with SPEs relates to securitization transactions related to our tender option bond program in which highly rated fixed rate municipal bonds are sold to an SPE. We follow Statement of Financial Accounting Standards No. 140, ~~(“SFAS 140”),~~ “Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities —- - a Replacement of FASB Statement No. 125,” (“SFAS 140”), to account for securitizations and other transfers of financial assets. Therefore, we derecognize financial assets transferred in securitizations provided that such transfer meets all of the SFAS 140 criteria. See Note 5,6, “Securitizations,” in the notes to our unaudited consolidated financial statements for a complete discussion of our securitization activities.

We have investments in various entities, typically partnerships or limited liability companies, established for the purpose of investing in emerging growth companies or other private or public equity. We commit capital or act as the managing partner or member of these entities. These entities are reviewed under variable interest entity and voting interest entity standards. If we determine that an entity should not be consolidated, we record these investments on the equity method of accounting. The lower of cost or market method of accounting is applied to investments where we do not have the ability to exercise significant influence over the operations of an entity. For a complete discussion of our activities related to these types of partnerships, see Note 6,7, “Variable Interest Entities,” to our consolidated financial statements included in our Annual Report to Shareholders on Form 10-K for the year ended December 31, ~~2005.~~2006.

We enter into derivative contracts in a principal capacity as a dealer to satisfy the financial needs of clients. We also use derivative products to manage the interest rate and market value risks associated with our security positions. For a complete discussion of our activities related to derivative products, see Note 4,5, “Derivatives,” in the notes to our unaudited consolidated financial statements.

In the third quarter of 2006, we entered into a strategic relationship with CIT to provide clients with debt solutions, including senior secured and unsecured debt, second lien facilities, subordinated financings and mezzanine loans. Our strategic relationship with CIT offers us the possibility of committing capital alongside CIT in connection with offering debt solutions to our clients as opportunities arise.

Our other types of off-balance-sheet arrangements include contractual commitments and guarantees. For a discussion of our activities related to these off-balance sheet arrangements, see Note ~~14,~~15, “Contingencies, Commitments and Guarantees,” to our consolidated financial statements included in our Annual Report to Shareholders on Form 10-K for the year ended December 31, ~~2005.~~2006.

Enterprise Risk Management

Risk is an inherent part of our business. In the course of conducting business operations, we are exposed to a variety of risks. Market risk, credit risk, liquidity risk, operational risk, and legal, regulatory and compliance risk are the principal risks we face in operating our business. We seek to identify, assess and monitor each risk in accordance with defined policies and procedures. The extent to which we properly identify and effectively manage each of these risks is critical to our financial condition and profitability. For a full description of our risk management framework, see Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the ~~year ended~~year-ended December 31, ~~2005.~~2006.

VALUE-AT-RISK

Value-at-Risk (“VaR”) is the potential loss in value of our trading positions due to adverse market movements over a defined time horizon with a specified confidence level. We ~~perform a daily historical simulated VaR analysis on substantially all of our trading positions, including fixed income, equities, convertible bonds and all associated economic hedges. We~~ use a VaR model because it provides a common metric for

We perform a daily historical simulated VaR analysis on substantially all of our trading positions, including fixed income, equities, convertible bonds and all associated economic hedges. This analysis includes empirical VaR and simulated VaR as described below. Consistent with industry practice, when calculating VaR we ~~include~~use a 95 percent confidence level and a one-day time horizon for calculating both empirical and simulated VaR. This means, that over time, there is a 1 in 20 chance that daily trading net revenues will fall below the ~~risk-reducing diversification benefit~~expected daily trading net revenues by an amount at least as large as the reported VaR. There can be no assurance that actual losses occurring on any given day arising from changes in market conditions will not exceed the VaR amounts shown below or that such losses will not occur more than once in a 20-day trading period. Changes in VaR between ~~various securities because it is highly unlikely that all securities would have an equally adverse move on a typical trading day.~~reporting periods are generally due to changes in levels of risk exposure, volatilities and/or correlations among asset classes. We anticipate our aggregate VaR may increase in future periods as we commit more of our own capital to proprietary investments.

We report an empirical VaR based on net realized trading revenue volatility. Empirical VaR presents an inclusive measure of our historical risk exposure, as it incorporates virtually all trading activities and types of risk including market, credit, liquidity and operational risk. The exhibit below presents VaR using the past 250 days of net trading revenue. Consistent with industry practice, when calculating VaR we use a 95 percent confidence level and a one-day time horizon for calculating both empirical and simulated VaR. This means there is a 1 in 20 chance that daily trading net revenues will fall below the expected daily trading net revenues by an amount at least as large as the reported VaR. As a result, shortfalls from expected trading net revenues on a single trading day that are greater than the reported VaR would be anticipated to occur, on average, about once a month.

The following table quantifies the empirical VaR for each component of market risk for the periods presented:


	At September 30,			At December 31,			At June 30,			At December 31,
*(Dollars in thousands)*	2006			2005			2007			2006
Interest Rate Risk	$	274		$	324		$	470		$	281
Equity Price Risk		257			345			293			261

Aggregate Undiversified Risk		531			669			763			542
Diversification Benefit		(121	)		(133	)		(219	)		(112	)

Aggregate Diversified Value-at-Risk	$	410		$	536		$	544		$	430

We anticipate our aggregate VaR may increase in future periods as we commit more of our own capital to proprietary investments.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information under the caption “Enterprise Risk Management” in Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” in this Form 10-Q is incorporated herein by reference.

ITEM 4. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, we conducted an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is (a) recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and ~~forms.~~forms and (b) accumulated and communicated to our management, including our principal executive officer and principal financial officer to allow timely decisions regarding disclosure. During the ~~third~~second quarter of our fiscal year ended December 31, ~~2006,~~2007, there was no change in our system of internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

~~Due to~~There are no material changes from the ~~nature~~legal proceedings previously disclosed in Part I, Item��3—“Legal Proceedings” of our ~~business, we are involved in a variety of legal proceedings. These proceedings include litigation, arbitration~~Annual Report on Form 10-K for the year ended December 31, 2006 and ~~regulatory proceedings, which may arise from, among other things, client account activity, underwriting or other transactional activity, employment matters, regulatory examinations~~Part II, Item 1—“Legal Proceedings” of our businesses and investigations of securities industry practices by governmental agencies and self-regulatory organizations. The securities industry is highly regulated, and the regulatory scrutiny applied to securities firms has increased dramatically in recent years, resulting in a higher number of regulatory investigations and enforcement actions and significantly greater uncertainty regarding the likely outcome of these matters. The number of litigation and arbitration proceedings also has increased in recent years. Accordingly, in recent years we have incurred higher expenses for legal proceedings than previously.

At the time of our spin-off from U.S. Bancorp, we assumed liability for certain legal proceedings that named U.S. Bancorp as a defendant but related to the business we managed when Piper Jaffray was a subsidiary of U.S. Bancorp. In those situations, we generally have agreed with U.S. Bancorp that we will manage the proceedings and indemnify U.S. BancorpQuarterly Report on Form 10-Q for the related expenses, including the amount of any judgment. In turn, U.S. Bancorp agreed to indemnify us for certain legal proceedings relating to our business prior to the spin-off (as described in Note 10 to our unaudited consolidated financial statements).

As part of our asset purchase agreement with UBS for the sale of our PCS branch network, UBS agreed to assume certain liabilities of the PCS business, including certain liabilities and obligations arising from litigation, arbitration, customer complaints and other claims related to the PCS business. In certain cases we have agreed to indemnify UBS for litigation matters after UBS has incurred costs of $6.0 million related to these matters. In addition, we have retained liabilities arising from regulatory matters and certain litigation relating to the PCS business prior to the sale.

Litigation-related expenses include amounts we reserve and/or pay out as legal and regulatory settlements, awards or judgments, and fines. Parties who initiate litigation and arbitration proceedings against us may seek substantial or indeterminate damages, and regulatory investigations can result in substantial fines being imposed on us. We reserve for contingencies related to legal proceedings at the time and to the extent we determine the amount to be probable and reasonably estimable. However, it is inherently difficult to predict accurately the timing and outcome of legal proceedings, including the amounts of any settlements, judgments or fines. We assess each proceeding based on its particular facts, our outside advisors’ and our past experience with similar matters, and expectations regarding the current legal and regulatory environment and other external developments that might affect the outcome of a particular proceeding or type of proceeding. We believe, based on our current knowledge, after appropriate consultation with outside legal counsel, in light of our established reserves and the indemnification available from U.S. Bancorp, that pending litigation, arbitration and regulatory proceedings, including those described below, will be resolved with no material adverse effect on our financial condition. Of course, there can be no assurance that our assessments will reflect the ultimate outcome of pending proceedings, and the outcome of any particular matter may be material to our operating results for any particular period, depending, in part, on the operating results for that period and the amount of established reserves and indemnification. We generally have denied, or believe that we have meritorious defenses and will deny, liability in all significant litigation and arbitration proceedings currently pending against us, and we intend to vigorously defend such actions.

~~Initial Public Offering Allocation Litigation~~

We have been named, along with other leading securities firms, as a defendant in many putative class actions filed in 2001 and 2002 in the U.S. District Court for the Southern District of New York involving the allocation of securities in certain initial public offerings. The court’s order, dated August 8, 2001, transferred all related class action complaints for coordination and pretrial purposes as~~In re Initial Public Offering Allocation Securities Litigation~~, Master File No. 21 MC 92 (SAS). These complaints assert claims pursuant to Section 11 of the Securities Act of 1933 and Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The claims are based, in part, upon allegations that between 1998 and 2000, in connection with acting as an underwriter of certain initial public offerings of technology and Internet-related companies, we obtained excessive compensation by allocating shares in these initial public offerings to preferred customers who, in return, purportedly agreed to pay additional compensation to us in the form of excess commissions that we failed to disclose. The complaints also allege that our customers who received favorable allocations of shares in initial public offerings agreed to purchase additional shares of the same issuer in the secondary market at pre-determined prices. These complaints seek unspecified damages. The defendants’ motions to dismiss the complaints were filed on July 1, 2002, and oral argument on the motions to dismiss was heard on November 14, 2002. The court entered its order largely denying the motions to dismiss on February 19, 2003. A status conference was held with the court on July 11, 2003, for purposes of establishing a case management plan setting forth discovery deadlines, selecting focus cases and briefing class certification. Seventeen focus cases were selected, including eleven cases for purposes of merits discovery and six cases for purposes of class certification. We are named defendants in two of the merits focus cases and none of the class certification focus cases. On October 13, 2004, the court issued an opinion largely granting plaintiffs’ motions for class certification in the six class certification focus cases. Defendants filed a petition seeking leave to appeal the class certification ruling on October 27, 2004. Plaintiffs filed their opposition to the petition on November 8, 2004, and defendants filed their reply in further support of the petition on November 15, 2004. The United States Court of Appeals for the Second Circuit granted the defendants’ petition on June 30, 2005. Defendants filed their brief on October 3, 2005. Plaintiffs’ response was filed on December 19, 2005, and defendants filed their reply on January 27, 2006. Oral argument on the class certification appeal was heard on June 6, 2006. A decision on the appeal is currently pending. Discovery is proceeding at this time with respect to the remaining eleven focus cases selected for merits discovery.

~~Initial Public Offering Fee Antitrust Litigation~~

We have been named, along with other leading securities firms, as a defendant in several putative class actions filed in the U.S. District Court for the Southern District of New York in 1998. The court’s order, dated February 11, 1999, consolidated these purported class actions for all purposes as~~In re Public Offering Fee Antitrust Litigation~~, Case No. 98 CV 7890 (LMM). The consolidated amended complaint seeks unspecified compensatory damages, treble damages and injunctive relief. The consolidated amended complaint was filed on behalf of purchasers of shares issued in certain initial public offerings for U.S. companies and alleges that defendants conspired in offerings of an amount between $20 million and $80 million to fix the underwriters’ discount at 7.0 percent of the offering amount in violation of Section 1 of the Sherman Act. The court dismissed this consolidated action with prejudice and denied plaintiffs’ motion to amend the complaint and include an issuer plaintiff. The court stated that its decision did not affect any class actions filed on behalf of issuer plaintiffs. The Second Circuit Court of Appeals reversed the district court’s decision on December 13, 2002 and remanded the action to the district court. A motion to dismiss was filed with the district court onquarter ended March 26, 2003 seeking dismissal of this action and the issuer plaintiff action described below in their entirety, based upon the argument that the determination of underwriting fees is implicitly immune from the antitrust laws because of the extensive federal regulation of the securities markets. Plaintiffs filed their opposition to the motion to dismiss on April 25, 2003. The underwriter defendants filed a motion for leave to file a supplemental memorandum of law in further support of their motion to dismiss on June 10, 2003. The court denied the motion to dismiss based upon implied immunity in its memorandum and order dated June 26, 2003. A supplemental memorandum in support of the motion to dismiss, applicable only to this action because the purported class consists of indirect purchasers, was filed on June 24, 2003 and sought dismissal based upon the argument that the proposed class members cannot state claims upon which relief can be granted. Plaintiffs filed a supplemental memorandum in opposition to defendants’ motion to dismiss on July 9, 2003, and defendants filed a reply in further support of the motion to dismiss on July 25, 2003. The court entered its memorandum and order granting in part and denying in part the motion to dismiss on February 24, 2004. Plaintiffs’ damage claims were dismissed because they were indirect purchasers, but the motion to dismiss was denied with respect to plaintiffs’ claims for injunctive relief. We filed our answer to the consolidated amended complaint on April 22, 2004. Plaintiffs filed a motion for class certification and supporting memorandum of law on September 16, 2004. Class discovery concluded on April 11, 2005, and defendants filed their brief in opposition to plaintiffs’ motion for class certification on May 25, 2005. Plaintiffs’ reply brief in support of their motion for class certification was filed on October 20, 2005, and defendants filed a surreply brief in opposition to class certification on November 15, 2005. Plaintiffs filed a summary judgment motion on liability on October 25, 2005. The Court denied class certification of an issuer class in its Memorandum and Order dated April 18, 2006. The Order further requires the purchaser plaintiffs to notify the Court within 14 days as to their intention of pursuing class certification of purchaser class to pursue injunctive

relief without the prospect of recovery of money damages. Plaintiffs filed a Rule 23(f) application with respect to the denial of class certification on May 1, 2006. The Court granted their request that the response to Plaintiffs’ motion for summary judgment be adjourned until 30 days after a ruling on the 23(f) application or the Second Circuit rules on the appeal, whichever is later. The Second Circuit Court accepted the Plaintiffs’ Rule 23(f) application with respect to the denial of class certification. The briefing on that issue is in progress.

Similar purported class actions also have been filed against us in the U.S. District Court for the Southern District of New York on behalf of issuer plaintiffs asserting substantially similar antitrust claims based upon allegations that 7.0 percent underwriters’ discounts violate the Sherman Act. These purported class actions were consolidated by the district court as~~In re Issuer Plaintiff Initial Public Offering Fee Antitrust Litigation~~, Case No. 00 CV 7804 (LMM), on May 23, 2001. These complaints also seek unspecified compensatory damages, treble damages and injunctive relief. Plaintiffs filed a consolidated class action complaint on July 6, 2001. The district court denied defendants’ motion to dismiss the complaint on September 30, 2002. Defendants filed a motion to certify the order for interlocutory appeal on October 15, 2002. On March 26, 2003, a motion to dismiss based upon implied immunity was also filed in connection with this action. The court denied the motion to dismiss on June 26, 2003. Plaintiffs filed a motion for class certification and supporting memorandum of law on September 16, 2004. Class discovery concluded on April 11, 2005. Defendants filed their brief in opposition to plaintiffs’ motion for class certification on May 25, 2005, and plaintiffs’ reply brief in support of their motion for class certification was filed on October 20, 2005. Defendants filed a surreply brief in opposition to class certification on November 15, 2005. Plaintiffs filed a summary judgment motion on liability on October 25, 2005. The Court denied class certification of an issuer class in its Memorandum and Order dated April 18, 2006. The Order further requires the purchaser plaintiffs to notify the Court within 14 days as to their intention of pursuing class certification of purchaser class to pursue injunctive relief without the prospect of recovery of money damages. Plaintiffs filed a Rule 23(f) application with respect to the denial of class certification on May 1, 2006. The Court granted their request that the response to Plaintiffs’ motion for summary judgment be adjourned until 30 days after a ruling on the 23(f) application or the Second Circuit rules on the appeal, whichever is later. The Second Circuit Court accepted the Plaintiffs’ Rule 23(f) application with respect to the denial of class certification. The briefing on that issue is in progress.31, 2007.

ITEM 1A. RISK FACTORS

The discussion of our business and operations should be read together with the risk factors contained in Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, ~~2005~~2006 filed with the SEC, as updated in our subsequent reports on Form 10-Q filed with the SEC. These risk factors describe various risks and uncertainties to which we are or may become subject. These risks and uncertainties have the potential to affect our business, financial condition, results of operations, cash flows, strategies or prospects in a material and adverse manner.

The following information updates the risk factors set forth in our Annual Report on Form ~~10-K and subsequent Quarterly Reports on Form~~
~~10-Q:~~10-K.

~~Increases in capital commitments in our proprietary trading, investing and similar activities increase~~There are risks associated with the ~~potential for significant losses.~~pending acquisition of Goldbond.

~~The trend in capital markets is toward larger~~We announced the acquisition of Goldbond Capital Holdings Limited (“Goldbond”), an investment bank and ~~more frequent commitments of capital by~~ financial services ~~firms~~company based in ~~many~~Hong Kong. There are certain risks associated with this acquisition, including the following: the transaction may not be completed or completed within the expected timeframe, costs or difficulties relating to the integration of ~~their activities,~~the Goldbond and ~~as we implement~~Piper Jaffray businesses may be greater than expected and may adversely affect our ~~growth strategy following the divestiture of our PCS branch network we expect to increasingly commit our own capital to engage in proprietary trading, investing and similar activities. Our~~ results of operations and financial condition, the expected benefits of the Goldbond acquisition may take longer than anticipated to achieve and may not be achieved in ~~a given period may be affected by~~their entirety or at all, and the ~~nature~~proposed transaction would expand our international operations, which are subject to unique risks such as the risk of non-compliance with foreign laws and ~~scope of these activities,~~regulations and ~~such activities will subject us to market fluctuations~~economic and volatility that may adversely affect the value of our positions, which could result in significant losses and reduce our revenues and profits. In addition, commitments of capital may lead to a greater concentration of risk, which may cause us to suffer losses even when businesspolitical conditions ~~are generally favorable for others~~ in the ~~industry.~~countries where we operate.

3532

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The table below sets forth the information with respect to purchases made by or on behalf of Piper Jaffray Companies or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of our common stock during the quarter ended ~~September~~June 30, ~~2006.~~2007.

In addition, a third-party trustee makes open-market purchases of our common stock from time to time pursuant to the Piper Jaffray Companies Retirement Plan, under which participating employees may allocate assets to a company stock fund.

Total Number of
Shares Purchased as Approximate Dollar Value
Total Number Part of Publicly of Shares that May Yet Be
of Shares Average Price Paid Announced Plans or Purchased Under the Plans
Period Purchased⁽¹⁾ per Share Programs or Programs
Month #1 0 N/A 0
(July 1, 2006 to July 31, 2006)

Month #2 0 N/A 0
(August 1, 2006 to August 31, 2006)

Month #3 1,635,035 $ 60.66 1,635,035
(September 1, 2006 to September 30, 2006)

Total 1,635,035 $ 60.66 1,635,035 $80 million

Total Number of
Shares Purchased as Approximate Dollar Value
Total Number Part of Publicly of Shares that May Yet Be
of Shares Average Price Paid Announced Plans or Purchased Under the Plans
Period Purchased per Share Programs or Programs(1)
Month #1 (April 1, 2007 to April 30, 2007) 3,409 (2) $ 63.17 0
Month #2 (May 1, 2007 to May 31, 2007) 3,420 (2) $ 63.51 0
Month #3 (June 1, 2007 to June 30, 2007) 2,435 (2) $ 61.02 0

Total 9,264 $ 62.73 0 $70.0 million


⁽¹⁾		On August 14, 2006 we announced that our board of directors had authorized the repurchase of up to $180 million of common shares over a period commencing with the closing of the sale of our PCS branch network to UBS and ending on December 31, 2007. On August 16, 2006, we entered into an accelerated share repurchase agreement with Goldman, Sachs & Co. to repurchase $100 million of our common stock on an accelerated basis. We paid $100 million to Goldman Sachs on August 21, 2006 and received 1,635,035 shares pursuant to the accelerated share repurchase on September 1, 2006. On October 2, 2006, we completed the accelerated share repurchase with the receipt of an additional 13,492 shares for a total of 1,648,527 shares received pursuant to the accelerated share repurchase. The accelerated share repurchase agreements are further described in our report on Form 8-K dated August 17, 2006, and are filed as Exhibit 10.1 hereto. We have ~~$80~~$70 million of repurchase authorization remaining, and we expect to conduct open market share ~~purchases~~repurchases under this authorization through December 31, 2007.

(2)		Consists of shares of common stock withheld from recipients of restricted stock to pay taxes upon the vesting of the restricted stock.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a)

The Company’s 2007 annual meeting of shareholders was held on May 2, 2007. The holders of 16,035,338 shares of common stock, 84 percent of the outstanding shares entitled to vote as of the record date, were represented at the meeting in person or by proxy.

3633


PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statements of Financial Condition as of ~~September~~June 30, ~~2006~~2007 and December 31, ~~2005~~2006
Consolidated Statements of Operations for the three months and ~~nine~~six months ended ~~September~~June 30, ~~2006~~2007 and ~~September~~June 30, ~~2005~~2006
Consolidated Statements of Cash Flows for the ~~nine~~six months ended ~~September~~June 30, ~~2006~~2007 and ~~September~~June 30, ~~2005~~2006
Notes to Consolidated Financial Statements
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 4. Submission of Matters to a Vote of Security Holders
Item 6. Exhibits
Signatures
Exhibit Index
~~Master Confirmation~~Amended and Restated Certificate of Incorporation
~~Rule 13a-14(a)/15d-14(a) Certification of CEO~~Amended and Restated Bylaws
~~Rule 13a-14(a)/15d-14(a)~~ Certification of ~~CFO~~Chief Executive Officer
~~Certifications furnished Pursuant to 18 U.S.C. 1350~~Certification of Chief Financial Officer
Section 906 Certification


	September 30,		December 31,		June 30,		December 31,
(Dollars in thousands)	2006		2005		2007		2006

Receivable arising from unsettled securities transactions, net	$	35,290	$	108,454	$	—	$	18,233
Deposits paid for securities borrowed		366,152		92,495		59,103		271,028
Receivable from clearing organizations		24,054		50,236		51,831		6,811
Securities failed to deliver		5,925		34,946		5,279		1,674
Other		10,310		12,925		18,124		15,128

					$	134,337	$	312,874
	$	441,731	$	299,056


	September 30,		December 31,		June 30,		December 31,
(Dollars in thousands)	2006		2005		2007		2006

Owned:
Corporate securities:
Equity securities	$	31,693	$	13,260	$	30,760	$	14,163
Convertible securities		53,955		9,221		47,660		59,118
Fixed income securities		101,015		68,017		137,409		235,120
Mortgage-backed securities		239,816		329,057
Asset-backed securities						179,694		158,108
U.S. government securities		30,352		26,652		7,589		10,715
Municipal securities		326,875		286,531		350,231		364,160
Other		24,560		21,160		45,214		25,142


	$	808,266	$	753,898	$	798,557	$	866,526


Sold, but not yet purchased:
Corporate securities:
Equity securities	$	39,402	$	8,367	$	35,004	$	31,452
Convertible securities		2,652		2,572		4,952		2,543
Fixed income securities		13,262		31,588		19,985		16,378
Mortgage-backed securities		106,161		157,132
Asset-backed securities						61,991		51,001
U.S. government securities		105,365		127,833		92,796		109,719
Municipal securities		—		93		200		5
Other		6,705		4,619		3,605		6,486

					$	218,533	$	217,584
	$	273,547	$	332,204


	2006			2005			2007			2006
Weighted average assumptions in option valuation
Weighted average assumptions in option valuation:
Risk-free interest rates		4.55	%		3.77	%		4.68	%		4.55	%
Dividend yield		0.00	%		0.00	%		0.00	%		0.00	%
Stock volatility factor		40.08	%		38.03	%		32.20	%		40.08	%
Expected life of options (in years)		5.53			5.83			6.00			6.00
Weighted average fair value of options granted	$	22.14		$	16.58		$	28.57		$	22.14


						Weighted Average									Weighted Average
				Weighted		Remaining		Aggregate					Weighted		Remaining		Aggregate
	Options			Average		Contractual		Intrinsic		Options			Average		Contractual		Intrinsic
	Outstanding			Exercise Price		Term (Years)		Value		Outstanding			Exercise Price		Term (Years)		Value
December 31, 2005		643,032		$	42.29		8.7	$	11,786,777

December 31, 2006											510,181		$	43.25		7.8	$	11,172,964
Granted		50,560			53.16						35,641			70.13
Exercised		(10,271	)		42.94						(48,287	)		46.90
Canceled		(152,000	)		42.83						(12,642	)		40.98

June 30, 2007											484,893		$	44.92		7.5	$	5,241,693

September 30, 2006		531,321		$	43.16		8.0	$	9,276,865

Options exercisable at September 30, 2006		73,420		$	43.31		7.7	$	1,270,900
Options exercisable at June 30, 2007											187,188		$	46.35		6.9	$	1,755,823


	Three Months Ended				Nine Months Ended
	September 30,				September 30,
(Amounts in thousands, except per share data)	2006		2005		2006		2005
Revenues:

Investment banking	$	72,107	$	73,407	$	203,107	$	169,909
Institutional brokerage		34,964		42,476		122,136		121,699
Interest		16,663		11,357		44,728		32,015
Other income		863		949		12,131		2,403


Total revenues		124,597		128,189		382,102		326,026

Interest expense		8,490		8,064		25,786		23,332


Net revenues		116,107		120,125		356,316		302,694


Non-interest expenses:

Compensation and benefits		69,079		72,649		202,656		177,262
Occupancy and equipment		6,878		7,710		21,705		22,912
Communications		5,761		5,683		16,737		18,081
Floor brokerage and clearance		3,759		3,887		9,807		11,336
Marketing and business development		5,887		4,827		17,188		15,793
Outside services		6,344		5,237		19,472		16,911
Cash award program		512		1,004		2,673		3,201
Restructuring-related expense		—		—		—		8,595
Other operating expenses		2,838		3,319		10,185		9,516


Total non-interest expenses		101,058		104,316		300,423		283,607


Income from continuing operations before income tax expense		15,049		15,809		55,893		19,087

Income tax expense		5,521		4,871		19,730		5,854


Net income from continuing operations		9,528		10,938		36,163		13,233


Discontinued operations:
Income from discontinued operations, net of tax		177,085		4,210		178,444		10,487


Net income	$	186,613	$	15,148	$	214,607	$	23,720


Earnings per basic common share
Income from continuing operations	$	0.53	$	0.58	$	1.97	$	0.70
Income from discontinued operations		9.82		0.22		9.73		0.56

Earnings per basic common share	$	10.35	$	0.80	$	11.70	$	1.26

Earnings per diluted common share
Income from continuing operations	$	0.50	$	0.57	$	1.87	$	0.70
Income from discontinued operations		9.29		0.22		9.25		0.55

Earnings per diluted common share	$	9.79	$	0.79	$	11.12	$	1.25

Weighted average number of common shares outstanding
Basic		18,031		18,841		18,348		18,814
Diluted		19,071		19,107		19,294		19,007


	Continuing			Discontinued			Consolidated
(Dollars in thousands)	Operations			Operations			Company
Goodwill
Balance at December 31, 2005	$	231,567		$	85,600		$	317,167
Goodwill acquired		—			—			—
Goodwill disposed in PCS sale		—			(85,600	)		(85,600	)
Impairment losses		—			—			—


Balance at September 30, 2006	$	231,567		$	—		$	231,567


Intangible assets
Balance at December 31, 2005	$	3,067		$	—		$	3,067
Intangible assets acquired		—			—			—
Amortization of intangible assets		(1,200	)		—			(1,200	)
Impairment losses		—			—			—


Balance at September 30, 2006	$	1,867		$	—		$	1,867


				Weighted					Weighted
	Nonvested			Average		Non-Vested			Average
	Restricted			Grant Date		Restricted			Grant Date
	Stock			Fair Value		Stock			Fair Value
December 31, 2005		1,417,444		$	41.37

December 31, 2006							1,556,801		$	43.81
Granted		840,592			48.21		612,951			70.01
Vested		(48,599	)		45.25		(310,626	)		48.79
Canceled		(594,443	)		44.23		(147,796	)		48.52


September 30, 2006		1,614,994		$	43.76
June 30, 2007							1,711,330		$	51.89


(Dollars in thousands)
Balance at December 31, 2005	$	—
Provision charged to operating expense		56,919
Cash outlays		(20,719	)
Noncash write-downs		(3,254	)

Balance at September 30, 2006	$	32,946


	September 30, 2006						Trading
			Trading		Trading		Securities Sold,
June 30, 2007					Securities Owned		But Not Yet
*(Dollars in thousands)*					or Pledged		Purchased
	Trading		Securities Sold,
	Securities Owned		But Not Yet
*(Dollars in thousands)*	or Pledged		Purchased
Fair value of securities excluding derivatives, based on quoted prices and independent sources	$	774,848	$	266,842	$	761,379	$	214,893
Fair value of securities excluding derivatives, as determined by management		8,793		6,705		5,559		—

Fair value of derivatives as determined by management		24,625		—
Fair value of derivatives, as determined by management						31,619		3,640

	$	808,266	$	273,547	$	798,557	$	218,533


			2007		2009		2011
	4th quarter		through		through		and
(Dollars in millions)	2006		2008		2010		thereafter		Total
Operating leases	$	3.2	$	25.5	$	26.2	$	39.3	$	94.2
Cash award program		0.3		1.5		—		—		1.8
Venture fund commitments (a)		—		—		—		—		7.2


For the Six Months Ended June 30, 2007
*(Dollars in thousands)*	High		Low		Average
Interest Rate Risk	$	470	$	354	$	388
Equity Price Risk		293		257		279
Aggregate Undiversified Risk		763		623		667
Aggregate Diversified Value-at-Risk		544		411		446


*(Dollars in thousands*)	High		Low		Average
For the Year Ended December 31, 2006
*(Dollars in thousands)*							High		Low		Average
Interest Rate Risk	$	355	$	273	$	319	$	355	$	262	$	308
Equity Price Risk		346		255		301		346		254		290
Aggregate Undiversified Risk		679		528		620		679		521		598
Aggregate Diversified Value-at-Risk		541		410		493		541		404		474


						Total Number of
						Shares Purchased as		Approximate Dollar Value
	Total Number					Part of Publicly		of Shares that May Yet Be
	of Shares			Average Price Paid		Announced Plans or		Purchased Under the Plans
Period	Purchased			per Share		Programs		or Programs(1)
Month #1 (April 1, 2007 to April 30, 2007)		3,409	(2)	$	63.17		0
Month #2 (May 1, 2007 to May 31, 2007)		3,420	(2)	$	63.51		0
Month #3 (June 1, 2007 to June 30, 2007)		2,435	(2)	$	61.02		0

Total		9,264		$	62.73		0	$70.0 million


Name	Votes For		Authority Withheld
Andrew S. Duff		15,556,164		479,175
Samuel L. Kaplan		14,921,877		1,113,462
Frank L. Sims		15,790,228		245,111


							Broker
Proposal	Votes For		Votes Against		Abstentions		Non-Votes
Ratification of the selection of Ernst & Young LLP as the independent auditor for the year ended December 31, 2007.		15,909,508		105,650		20,180		0

Approval of the amendment and restatement of the Amended and Restated Certificate of Incorporation to provide for the declassification of our Board of Directors		15,767,400		214,338		53,598		0


Exhibit		Method of
Number	Description	Filing
2.1	Equity Purchase Agreement, dated July 3, 2007, among Piper Jaffray Companies, all owners of the equity interests in Goldbond Capital Holdings Limited (“Sellers”), Ko Po Ming, and certain individuals and entities who are owners of certain Sellers		(1	)

3.1	Amended and Restated Certificate of Incorporation	Filed herewith

3.2	Amended and Restated Bylaws	Filed herewith

31.1	Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.	Filed herewith

31.2	Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.	Filed herewith

32.1	Certifications furnished pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	Filed herewith


(1)
~~Exhibit~~		~~Method of~~
~~Number~~	~~Description~~	~~Filing~~
~~10.1~~	Master Confirmation between Piper Jaffray Companies and Goldman Sachs & Co., dated August 16, 2006, and Supplemental Confirmation thereto dated August 16, 2006, with Trade Notification dated September 1, 2006.	~~Filed herewith~~

~~31.1~~	~~Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.~~	~~Filed herewith~~

~~31.2~~	~~Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.~~	~~Filed herewith~~

~~32.1~~	~~Certifications furnished pursuant~~Incorporated herein by reference to ~~18 U.S.C. 1350, as adopted pursuant to Section 906~~Item 2.1 of the ~~Sarbanes-Oxley Act of 2002.~~	~~Filed herewith~~Company’s Form 8-K, filed with the Commission on July 3, 2007.


		PIPER JAFFRAY COMPANIES

		By ~~Its~~		/s/ Andrew S. Duff

		Its Chairman and ~~CEO~~Chief Executive Officer

		By ~~Its~~		/s/ Thomas P. Schnettler

		Its Vice Chairman and Chief Financial Officer